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Get filing alertsMartin Marietta promotes Michael J. Petro to CFO with $750K base, $5M retention grant
Filed August 4, 2026 · Period ending August 4, 2026 · ~1 min read
Key Changes
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high
Michael J. Petro promoted to Executive Vice President, Chief Financial Officer in internal succession.
Item 5.02 verify on EDGAR → -
medium
Compensation package: $750K base salary, 100% target annual bonus, 260% target long-term incentive ($1.95M).
Item 5.02 verify on EDGAR → -
medium
One-time $5M restricted stock unit grant vesting equally on sixth, seventh, and eighth anniversaries to retain CFO long-term.
Item 5.02 verify on EDGAR → -
medium
Severance upon termination without cause or for good reason: 3x base plus target bonus, three years benefits, continued equity vesting.
Item 5.02 verify on EDGAR → -
low
Change-of-control protection provides 3x annual compensation (base plus highest prior five-year bonus) and 36 months benefits upon qualifying termination.
Item 5.02 verify on EDGAR →
Summary
Martin Marietta filled its CFO role through internal promotion, naming Michael J. Petro as Executive Vice President, Chief Financial Officer. The company structured Petro's compensation to balance current pay with long-term retention: a $750,000 base salary, target annual bonus equal to 100% of base, and target long-term incentive of 260% of base ($1.95 million).
The package includes a one-time $5 million restricted stock unit grant that vests in three equal installments on the sixth, seventh, and eighth anniversaries—an unusually long vesting schedule designed to lock in the new CFO through 2034. The employment and severance terms are standard for executive officers at this level.
If terminated without cause or if Petro resigns for good reason, he receives $750,000, (three times base plus target bonus), three years of medical and dental benefits, and continued vesting of outstanding equity. A separate change-of-control agreement provides similar protection if a qualifying termination follows an acquisition. The internal promotion suggests continuity in financial leadership and avoids the disruption of an external search.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
in the event of a termination by the Company without cause or by Mr. Petro for good reason, Mr. Petro is entitled to a severance amount equal to three times the sum of his base salary and target bonus, continued medical and dental benefits for up to three years, and continued vesting of his outstanding equity awards
If terminated without cause or if Petro resigns for good reason, he receives severance equal to three times base salary plus target bonus, three years of medical and dental benefits, and continued vesting of equity awards. The Employment Agreement also includes a three-year post-termination non-competition and non-solicitation covenant.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Employment Protection Agreement, which aligns with the Company’s Employment Protection Agreements provided to other executive officers, provides for severance benefits upon a qualifying termination following a change of control of the Company equal to three times Mr. Petro’s annual compensation (defined as base salary and the highest annual bonus paid in the preceding five years) and continuation of benefits for 36 months.
Upon a qualifying termination following a change of control, Petro receives severance equal to three times his annual compensation (base salary plus highest annual bonus from the prior five years) and 36 months of continued benefits. This change-of-control protection aligns with agreements provided to other executive officers.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 5, 2026 · How we verify