8-K
MARTIN MARIETTA MATERIALS INC (MLM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2025
Martin Marietta Materials, Inc.
(Exact name of Registrant as Specified in Its Charter)
| North Carolina | 001-12744 | 56-1848578 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4123 Parklake Avenue | ||
| --- | --- | |
| Raleigh, North Carolina | 27612 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (919) 781-4550
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $.01 par value per share | MLM | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 7, 2025, Martin Marietta Materials, Inc. (the “Company”) appointed Michael J. Petro, to serve as the Company’s Senior Vice President and Chief Financial Officer, effective as of July 8, 2025 (the “Effective Date”), replacing Robert J. Cardin, who has served as the Company’s Interim Chief Financial Officer since April 10, 2025. Mr. Cardin will remain with the Company in his role as Senior Vice President, Controller and Chief Accounting Officer.
Mr. Petro, age 41, joined the Company in 2015 and currently serves as its Senior Vice President of Strategy and Development, a role he has held since 2021. Mr. Petro will continue serving in this Strategy and Development capacity following the Effective Date. Prior to this Chief Financial Officer role, Mr. Petro served as Vice President, Strategy and Development since 2018 and served as Director of Strategy and Development from 2015 to 2018. Prior to joining the Company, Mr. Petro worked in investment banking at Wells Fargo Securities and served as a consultant at PwC. Mr. Petro earned an undergraduate degree in accounting from Louisiana State University and a master’s of business administration degree from Duke University.
In connection with his promotion to the role of Chief Financial Officer, the Company and Mr. Petro executed an offer letter (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Petro’s base salary will be increased to $600,000 and he will receive a one-time grant of restricted stock units with a grant date value of $1,000,000, which will vest in full on the fifth anniversary of the Effective Date, subject to Mr. Petro’s continued employment through such date and the other terms and conditions applicable to ordinary course grants of restricted stock units to the Company’s executive officers. All other terms and conditions of Mr. Petro’s compensation arrangements remain the same, including his target annual incentive award (90% of base salary), his target long-term incentive award (200% of base salary) and the terms and conditions of his Employment Protection Agreement.
A copy of the press release announcing the appointment of Mr. Petro as Chief Financial Officer of the Company is attached to this Current Report on Form 8-K as Exhibit 99.1.
| Item 9.01 | Financial Statement and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| 99.1 | Press Release dated July 8, 2025 |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MARTIN MARIETTA MATERIALS, INC. | ||
|---|---|---|
| (Registrant) | ||
| Date: July 8, 2025 | By: | /s/ Bradley D. Kohn |
| Bradley D. Kohn, | ||
| Senior Vice President and General Counsel |
Exhibit 99.1
MARTIN MARIETTA APPOINTS MICHAEL J. PETRO
AS CHIEF FINANCIAL OFFICER
Raleigh, N.C., (July 8, 2025) – Martin Marietta Materials, Inc. (NYSE: MLM) (“Martin Marietta” or the “Company”), a leading national supplier of aggregates and heavy building materials, today announced the appointment of Michael J. Petro as Senior Vice President and Chief Financial Officer, effective immediately. Robert J. Cardin, who has been serving as the Company’s interim CFO since April 2025, will continue in his role as Senior Vice President, Controller and Chief Accounting Officer.
Mr. Petro, who most recently served as Senior Vice President of Strategy and Development at Martin Marietta, brings decades of financial leadership experience. Since joining the Company in 2015, he has played a key role in formulating and executing the Company’s strategic growth initiatives including through his work on successful portfolio-enhancing transactions that have greatly expanded Martin Marietta’s geographic footprint and improved the Company’s product mix. These include the acquisitions of Bluegrass Materials, Lehigh Hanson’s West Region, the Tiller Corporation, Albert Frei & Sons and affiliates of Blue Water Industries as well as the divestiture of certain non-core assets. Prior to joining the Company, Mr. Petro held roles as an investment banker and a consultant, where he developed a deep understanding of capital markets, financial analysis, forecasting and process optimization. As CFO, Mr. Petro will continue to oversee Martin Marietta’s Strategy and Development team.
“On behalf of the Board and management team, I am pleased to announce Michael’s promotion to Chief Financial Officer,” said Ward Nye, Chair and CEO of Martin Marietta. “Michael’s work both on and leading our Strategy and Development team over the past ten years has meaningfully contributed to our Company’s success. With his proven track record of delivering results and creating value, and his demonstrated leadership capabilities, we are confident Michael is the right person to lead our finance organization forward.”
Mr. Nye continued, “I also want to acknowledge and thank Bob for stepping into the role of Interim Chief Financial Officer over the past several months and supporting a smooth and seamless transition. Bob is an extremely talented and highly valued member of our ONE team, and we look forward to continuing to benefit from his capable and effective leadership as he returns to his primary duties as Senior Vice President, Controller and Chief Accounting Officer.”
“I am honored to be taking on the role of CFO,” said Mr. Petro. “Martin Marietta has a winning approach to capital allocation and a proven formula for success, and I look forward to continuing to advance our strategy, while delivering compelling, long-term value for Martin Marietta shareholders.”
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About Michael J. Petro
Mr. Petro has held leadership positions at Martin Marietta since he joined in 2015. He most recently served as Senior Vice President of Strategy and Development. Prior to his promotion to Senior Vice President in 2021, he was Vice President of Strategy and Development (2018-2021), and Director of Strategy and Development (2015-2018). Earlier in his career he worked in investment banking at Wells Fargo Securities and as a consultant at PwC. Mr. Petro holds an undergraduate degree in accounting from Louisiana State University, and a master’s of business administration degree from Duke University’s Fuqua School of Business.
About Martin Marietta
Martin Marietta, a member of the S&P 500 Index, is an American-based company and a leading supplier of building materials, including aggregates, cement, ready mixed concrete and asphalt. Through a network of operations spanning 28 states, Canada and The Bahamas, dedicated Martin Marietta teams supply the resources for building the solid foundations on which our communities thrive. Martin Marietta’s Magnesia Specialties business produces high-purity magnesia and dolomitic lime products used worldwide in environmental, industrial, agricultural and specialty applications. For more information, visit www.martinmarietta.com or www.magnesiaspecialties.com.
Investor Contact:
Jacklyn Rooker
Director, Investor Relations
(919) 510-4736
Jacklyn.Rooker@martinmarietta.com
MLM-G
This release contains forward-looking statements within the meaning of federal securities law. Statements and assumptions on future revenues, income and cash flows, performance, economic trends, the outcome of litigation, regulatory compliance and environmental remediation cost estimates are examples of forward-looking statements. Numerous factors could affect the Company’s forward-looking statements and actual performance.
Investors are cautioned that all forward-looking statements involve risks and uncertainties, and are based on assumptions that the Company believes in good faith are reasonable at the time the statements are made, but which may be materially different from actual results. Investors can identify these statements by the fact that they do not relate only to historic or current facts. The words “may”, “will”, “could”, “should”, “anticipate”, “believe”, “estimate”, “expect”, “forecast”, “intend”, “outlook”, “plan”, “project”, “scheduled” and other words of similar meaning in connection with future events or future operating or financial performance are intended to identify forward-looking statements. Any or all of Martin Marietta’s forward-looking statements in this release and in other publications may turn out to be wrong.
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You should consider these forward-looking statements in light of risk factors discussed in Martin Marietta’s Annual Report on Form 10-K for the year ended December 31, 2024, and other periodic filings made with the SEC. All of the Company’s forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to the Company or that it considers immaterial could affect the accuracy of its forward-looking statements, or adversely affect or be material to the Company. The Company assumes no obligation to update any such forward-looking statements.
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