🧾 What This Document Is

This is an 8-K filing, which is like a corporate "breaking news" report to the SEC and investors. It announces a major leadership change: Amrize Ltd. (NYSE: AMRZ) has appointed a new Chief Financial Officer. The filing includes the full employment contract for the new CFO and a media release with quotes and company context.

👤 The Leadership Change

The New CFO: Baris Oran is joining Amrize as CFO and a member of the Executive Committee, starting April 1, 2026. He's succeeding Ian Johnston, who is stepping down but will stay on as a senior advisor to ensure a smooth handover.

👉 This is a planned transition at a key executive role for a recently public company, signaling both continuity (an advisor role) and new direction (a new finance chief).

🤝 The Deal: Employment Terms

Baris Oran's employment contract, signed on March 13, 2026, outlines significant compensation and strict terms. Key highlights include:

• Base Salary: $750,000 per year.
• Annual Bonus: Target of 100% of base salary ($750k), with a potential maximum of 200% ($1.5M). Payments depend on company performance.
• Long-Term Incentives (LTIP): Eligible for grants worth at least 325% of base salary (approx. $2.44M at target), vesting over three years.
• Relocation: He must relocate to Chicago by August 31, 2027. The company reimburses reasonable travel/accommodation costs and provides assistance per its relocation policy. If he leaves within two years of relocating, he must repay some or all of this assistance.
• Other Benefits: Includes a $29,000 annual car allowance, 23 days of PTO, and participation in standard benefit and deferred compensation plans.

⚖️ Key Covenants & Restrictions

The agreement includes strong protections for the company:

• At-Will Employment: Either party can terminate the agreement with 12 months' written notice. During this notice period, he continues to receive base salary and benefits but is not eligible for new LTIP grants.
• Non-Competition: For one year after leaving (minus any "garden leave"), he cannot work for competitors in the U.S., Canada, or Switzerland in industries like cement, roofing, insulation, and large construction projects.
• Confidentiality & Non-Disparagement: He agrees to protect company secrets and not to disparage Amrize, its products, or its people, both during and after employment.
• Shareholder Approval: His compensation is subject to approval at the Amrize Ltd. general meeting of shareholders, as required by Swiss law.

🏢 The Company & Transition Context

From the media release, we learn:

• Company: Amrize is a North American building materials company (cement, aggregates, roofing, etc.) with about 19,000 employees, over 1,000 sites, and $11.8 billion in 2025 revenue. It's publicly traded on both the NYSE and SIX Swiss Exchange.
• Previous CFO: Ian Johnston is leaving the role after a 27-year career with the company. He was instrumental in the spin-off that created Amrize and its listing as a public company. The CEO praised him for helping establish the company's "investment-grade credit rating and strong balance sheet."
• New CFO's Background: Baris Oran was previously CFO of GXO Logistics. He has 25 years of experience across manufacturing, logistics, and technology, with past executive roles at companies like Sabanci Group and Kordsa.

📅 What This Signals & What's Next

This appointment is a significant move for Amrize as a newly public company. Bringing in a CFO with experience from logistics and manufacturing suggests a focus on strengthening the finance function, capital allocation, and possibly M&A as the company aims to "accelerate profitable growth." The next key date is the shareholder meeting where the compensation package must be ratified.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: The company secured a CFO with deep public company and international experience. The structured transition with the outgoing CFO as an advisor should mitigate disruption. The compensation package is competitive to attract top talent.
• ⚠️ Risks: The non-compete and non-solicitation clauses are broad and could limit Oran's future options. The large relocation requirement and clawback provisions add personal risk for the executive. Any misstep during the transition could affect the company's financial strategy.

🧠 The Analogy

Think of this like a professional sports team hiring a new General Manager. The outgoing GM (Johnston) built the team's financial foundation (the salary cap and draft picks). The new GM (Oran) is being hired with a big contract and bonus incentives to take the team to the next level, but he has to move cities and agrees not to work for a rival league for a year if he leaves.

📇 Key Contacts & People

• Baris Oran – Employee / Chief Financial Officer
• Jan Jenisch – Chairman & CEO, Amrize North America Inc. (Signed the agreement on behalf of the Company)
• Stephen Clark – Chief People Officer (Signed the agreement on behalf of the Company)
• Ian Johnston – Outgoing CFO, to become Senior Advisor
• Media Relations: [email protected]
• Investor Relations: [email protected]

🧩 Final Takeaway

Amrize is executing a leadership change at the top of its finance department, bringing in a new CFO with a strong background to help guide the company's next phase of growth as a public entity, while ensuring a stable transition from the outgoing executive who helped launch it.