Michael J. Petro
Chief Financial Officer at MLM
Executive
About Michael J. Petro
Michael J. Petro is Senior Vice President and Chief Financial Officer of Martin Marietta Materials (MLM), appointed effective July 8, 2025; he joined MLM in 2015 and previously led Strategy & Development with roles as Director (2015–2018), Vice President (2018–2021), and Senior Vice President (2021–2025). Petro is 41 years old and holds a B.S. in Accounting from Louisiana State University and an MBA from Duke University’s Fuqua School of Business; earlier career roles include investment banking at Wells Fargo Securities and consulting at PwC . MLM’s performance context includes cumulative TSR of 87% since January 1, 2021 versus 66% for the S&P 500 and 2024 results of $6.5B Total Revenues (-4% YoY) and $2.1B Consolidated Adjusted EBITDA (-3% YoY) with Net Margin at 31% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Martin Marietta Materials | CFO | 2025–present | Finance leadership; continues to oversee Strategy & Development; compensation reset and retention RSU grant . |
| Martin Marietta Materials | SVP, Strategy & Development | 2021–2025 | Led portfolio-enhancing M&A and divestitures (Bluegrass Materials, Lehigh Hanson West Region, Tiller Corporation, Albert Frei & Sons, Blue Water Industries; non-core divestitures) . |
| Martin Marietta Materials | VP, Strategy & Development | 2018–2021 | Strategy formulation/execution; capital allocation and footprint optimization . |
| Martin Marietta Materials | Director, Strategy & Development | 2015–2018 | Built internal deal/strategy capabilities; integration support . |
| Wells Fargo Securities | Investment Banker | Not disclosed | Capital markets, financial analysis, forecasting expertise . |
| PwC | Consultant | Not disclosed | Process optimization, advisory experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external boards or directorships disclosed . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 396,667 | 414,167 | 2024 base set at $417,000 effective Mar 1, 2024; salary actually paid $414,167 (partial-year effect) . |
| Target Annual Incentive (% of Salary) | Not disclosed | 90% | Target confirmed at 90% for 2024 and maintained post-promotion . |
| Actual Annual Incentive ($) | 892,725 | 503,269 | 2024 payout equals ~135% of target plan per CD&A . |
| CFO Base Salary (effective) ($) | — | — | Increased to $600,000 effective Jul 8, 2025 per CFO offer letter . |
Performance Compensation
Annual Cash Incentive – 2024
| Component | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Financial | Adjusted Cash Gross Profit | Not disclosed | Not disclosed | Not disclosed | Part of formulaic plan; overall annual payouts = 135% of target plan . |
| Efficiency | SG&A as % of Revenues | Not disclosed | Not disclosed | Not disclosed | Included in formulaic plan . |
| Safety | TIIR/LTIR performance | Not disclosed | Not disclosed | World-class TL/LTIR | Included in formulaic plan . |
| Sustainability | EHS/ESG goal attainment | Not disclosed | Not disclosed | Not disclosed | Included in formulaic plan . |
| Executive Result | Petro annual incentive | — | $372,750 (90% of salary earned) | $503,269 | 135% of target (companywide) . |
Long-Term Incentive (LTI) Structure – 2024 Grants
| Instrument | Weight | Vesting | Performance Metrics |
|---|---|---|---|
| PSUs | 55% | 3-year performance period; vests based on goals | 33% 3-year cumulative Sales Growth; 67% 3-year cumulative Adjusted EBITDA; rTSR modifier ±20% vs S&P 500 . |
| RSUs | 45% | Pro rata vesting over 3 years; some grants are full-cliff | Service-based . |
PSU Results – 2022–2024 Cycle (Certified Feb 18, 2025)
| Measure | Threshold (50%) | Target (100%) | Max (200%) | Actual | Weighting | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | $3.79B | $5.36B | $5.87B | $6.02B | 67% | 134% |
| Sales Growth | 3.0% | 6.0% | 12.0% | 33.14% | 33% | 66% |
| Relative TSR | 25th pct | 50th pct | 75th pct | 70.6 pct | ±20% | 116.5% of total award |
| Total Final Payout | — | — | — | 233% of target | — | — |
| NEO | Target PSUs Granted (2022) | PSU Payout (Shares) |
|---|---|---|
| Michael J. Petro | 1,053 | 2,454 |
Vesting Schedule – Petro RSUs and PSUs as of Dec 31, 2024
| Award Type | Units | Vesting Date(s) | Vesting Terms / Notes |
|---|---|---|---|
| RSUs | 287 | Feb 18, 2025 | Restrictions lapsed on Feb 18, 2025 . |
| RSUs | 433 | Feb 24, 2025; Feb 24, 2026 | Ratable vest . |
| RSUs | 714 | Feb 23, 2025; Feb 23, 2026; Feb 23, 2027 | Ratable vest . |
| RSUs | 846 | Aug 2, 2026 | Full vest (service) . |
| RSUs | 1,605 | Jan 5, 2027 | Full vest (service) . |
| PSUs (2022–24) | 1,053 (target) | Dec 31, 2024 (certified Feb 18, 2025) | Paid 2,454 shares at 233% payout . |
| PSUs (2023–25) | 794 (target) | Dec 31, 2025 | Performance cycle ongoing . |
| PSUs (2024–26) | 873 (target) | Dec 31, 2026 | Performance cycle ongoing . |
CFO Promotion Equity (Retention)
| Grant | Grant Value | Vesting | Notes |
|---|---|---|---|
| One-time RSU grant (CFO offer) | $1,000,000 | Full vest on 5th anniversary of Effective Date (Jul 8, 2030) | Subject to continued employment; aligns retention . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 5,109 shares owned; 3,876 deferred/restricted units; total 8,985 units; none pledged as security . |
| Ownership % of Outstanding | None of the NEOs individually owns ≥1%; all directors and executive officers as a group own 0.69% . |
| Vested vs Unvested | Multiple RSU tranches vesting through 2027; PSUs vest per cycles; see vesting schedule above . |
| Options | No stock options outstanding; company has not granted options since 2015 . |
| Stock Ownership Guidelines | Executive officers must hold 5× base salary; retain 50% of net shares until met; unvested RSUs count; compliance confirmed for all executives . |
| Hedging/Pledging | Prohibited for directors and executive officers; no margin purchases or pledging company stock . |
| Insider Unit Deferrals | Executives may invest up to 50% of annual bonuses into stock units (generally 3-year vest), purchased at a 20% discount to compensate for risk . |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Relationship | No employment contracts guaranteeing continued employment for NEOs . |
| Employment Start Date at MLM | 2015 . |
| CFO Appointment | Effective Jul 8, 2025 . |
| Employment Protection Agreement | In effect; company eliminated single-trigger vesting; equity requires termination in connection with change-of-control to accelerate . |
| Clawback | Mandatory SEC/NYSE clawback for erroneously paid incentive comp and voluntary misconduct-based recovery policy . |
| 280G Gross-Up | Not provided; excise tax gross-ups eliminated . |
| Severance/Change-of-Control Illustrative Values | As of Dec 31, 2024, illustrative incremental value to Petro upon change-of-control: Cash Severance $3,929,175; RSUs $2,056,800; PSUs $1,347,900; Retirement Plans $4,985,654; Health/Welfare Benefits $24,164 . |
| Non-Compete/Non-Solicit | Not disclosed. |
Performance & Track Record
- Led and executed portfolio optimization with nearly $7B in aggregates-led acquisitions and >$3B non-core divestitures under SOAR 2025, contributing to geographic diversification and margin profile improvements .
- Company TSR since Jan 1, 2021: 87% vs S&P 500’s 66%; cumulative TSR since SOAR inception (2010): 551% .
- 2024 performance: Total Revenues $6.5B (-4% YoY), Consolidated Adjusted EBITDA $2.1B (-3% YoY), Net Margin 31% (+1,280 bps) with world-class safety (LTIR 0.129; TIIR 0.650) .
- 2024 annual incentive payouts at 135% of target; 2022–2024 PSU cycle paid 233% of target, reflecting strong Adj. EBITDA and Sales Growth with TSR modifier .
Compensation Governance & Shareholder Feedback
- Pay-for-performance design with PSUs comprising ~55% of LTI and RSUs ~45%; formulaic annual incentives; caps on payouts .
- Robust stock ownership requirements and anti-hedging/pledging policy; no single-trigger equity vesting; no 280G gross-ups; minimal perquisites; no employment contracts .
- Say-on-pay support: 95% approval at 2024 Annual Meeting .
- Peer benchmarking: target compensation guided to size-adjusted 50th percentile of peer group .
Risk Indicators & Red Flags
- Related party transactions: none since Jan 1, 2024 .
- Hedging/pledging: prohibited; none pledged (alignment positive) .
- Option repricing: none; options not granted since 2015 .
- Clawbacks: robust policies in place .
- Governance: independent Compensation Committee; use of independent consultant .
Investment Implications
- Retention and alignment are strong: the 5-year, $1M cliff RSU granted on CFO promotion creates meaningful retention and pushes potential selling pressure into 2030; near-term insider selling pressure more likely around RSU vest dates in 2025–2027 and PSU certifications, though hedging/pledging is prohibited .
- Compensation levers are tied to profitability (Adjusted Cash Gross Profit), cost discipline (SG&A% of Revenues), safety, and sustainability, with LTI heavily weighted to multi-year EBITDA and Sales Growth plus rTSR—factors supportive of durable value creation and disciplined capital allocation .
- Execution track record in M&A and portfolio optimization suggests continued catalysts in aggregates-led growth and margin improvement; monitor PSU goal setting changes and payout ratios for signs of easing targets or rising guaranteed pay (none indicated) .