Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2020, Materion Corporation (the "Company") announced that Shelly M. Chadwick will become the Company's Vice President, Finance and Chief Financial Officer, effective as of December 1, 2020. Ms. Chadwick succeeds Joseph P. Kelley, who departed from the Company earlier in the year. Ms. Chadwick will assume the roles of the Company's principal financial and accounting officer from Stephen F. Shamrock, who was acting as interim principal financial and accounting officer and will continue with the Company as Vice President, Corporate Controller and Investor Relations.

Ms. Chadwick, age 48, previously served as Vice President - Finance and Chief Accounting Officer of The Timken Company, a designer and manufacturer of engineered bearings and power transmission products, since September 2016. Ms. Chadwick joined Timken in 2011 as Assistant Corporate Controller, was named Corporate Controller of Timken's Process Industries segment in 2013 and became Timken's Vice President of Treasury in 2014.

In connection with her employment, Ms. Chadwick will receive a base salary of $420,000 and will be eligible to participate in the Company's annual management incentive plan and the long-term incentive program. Ms. Chadwick also received a one-time cash payment of $144,500 in connection with her hiring. Ms. Chadwick also received a one-time restricted stock unit grant valued at $920,000 in grant date fair value. Ms. Chadwick will also enter into the Company's standard executive officer indemnification agreement and severance agreement. The forms of the Company's executive officer indemnification agreement and severance agreement were previously filed with the SEC as Exhibit 10.2 and Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019.

Item 9.01 Financial Statements and Exhibits.



Exhibits.
Exhibit Number               Description of Exhibit
                             Cover Page Interactive Data File (embedded within the Inline XBRL
104                          document)

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