Business Context and Reporting Period
This Form 8-K Current Report was filed by Materion Corporation on December 9, 2025. The filing addresses corporate governance changes, specifically the departure of a director and the appointment of a new director to the Board.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel and governance matters rather than financial performance.
Material Changes
- Director Departure: N. Mohan Reddy notified the Company of his intention to retire from the Board of Directors at the 2026 annual meeting of shareholders, concluding more than 25 years of service.
- Board Expansion: The Board increased its size to ten members.
- New Director Appointment: Thomas T. Edman was appointed as a new director, effective January 21, 2026, to fill the vacancy created by the Board expansion.
- Committee Assignments: Mr. Edman will serve on the Audit and Risk Committee and the Nominating, Governance and Corporate Responsibility Committee.
Compensation and Management Commentary
The Board approved a revised compensation structure for Mr. Edman as a non-employee director, differing from the standard terms disclosed in the 2025 Proxy Statement:
- Annual Restricted Stock Unit Award: Increased to $145,000.
- Initial Equity Award: The previous $100,000 equity award payable upon first election or appointment has been eliminated.
- Committee Retainers: Mr. Edman will receive applicable annual retainer fees for his service on the Audit Committee and the Nominating, Governance and Corporate Responsibility Committee.
- Indemnification: The Company will enter into an Indemnification Agreement with Mr. Edman in a form substantially similar to agreements filed in 2008.
Mr. Edman brings significant industry experience, having previously served as CEO of TTM Technologies Inc. (2014–2025) and holding executive roles at Applied Materials Inc. and Applied Films Corporation. He currently chairs the Global Electronics Association.
Investor Verification Checklist
- Verify the exact date of the 2026 annual meeting of shareholders to confirm the effective date of Dr. Reddy's retirement.
- Review the 2025 Proxy Statement to compare the standard director compensation against the specific terms granted to Mr. Edman.
- Confirm the final composition of the Audit and Risk Committee and the Nominating, Governance and Corporate Responsibility Committee following Mr. Edman's appointment.
- Check for any subsequent filings regarding the formal execution of the Indemnification Agreement with Mr. Edman.