Proxy Statement (Form DEF 14A)
☐ | Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Under Rule 14a-12 |
☒ | No fee required. | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of
1. |
To elect each of the seven director nominees named in this proxy statement for a one-yearterm or until his or her successor is duly elected and qualified; |
2. |
To ratify the appointment of |
3. |
To consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers; and |
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To transact such other business as may properly come before the meeting. |
The record date for the determination of shareholders entitled to notice of and to vote at the annual meeting is
Your vote is very important to us. Regardless of whether you expect to attend the meeting, please act promptly to vote your shares. You may vote your shares by telephone or over the Internet, as described in the Notice of Internet Availability of Proxy Materials. If you are present at the meeting and hold shares in your name, you may vote in person even if you have previously submitted your proxy by mail, by telephone or over the Internet. If your shares are held in street name with your broker or by a nominee and you wish to vote in person at the meeting, you will need to obtain a legal proxy from the institution that holds your shares and provide that legal proxy at the meeting.
By Order of the Board of Directors, |
ANNE-MARIE ANDERSON, Corporate Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
The company's Proxy Statement for the 2025 Annual Meeting of Shareholders and the company's Annual Report to Shareholders and Annual Report on Form 10-Kfor the fiscal year ended
TABLE OF CONTENTS
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
Approximate date of mailing -
Date, Time and Place of Annual Meeting
The annual meeting of shareholders of
Date:
Time:
Place:
500 Tredegar St.
Richmond,
Proposals to be Considered at the Annual Meeting
At the annual meeting, you will be asked to consider and vote on the following proposals:
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to elect the seven director nominees named in this proxy statement; |
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to ratify the appointment of |
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to consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers (say-on-pay);and |
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to transact such other business as may properly come before the annual meeting. |
In the event that a quorum is not present at the annual meeting, you may also be asked to vote upon a proposal to adjouor postpone the annual meeting to solicit additional proxies.
Record Date
Our Board of Directors has fixed the close of business on
Voting Rights and Quorum
Each share of NewMarket common stock is entitled to one vote. The presence in person or representation by proxy of holders of a majority of the shares of NewMarket common stock issued and outstanding as of the close of business on
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Vote Required
• |
The number of votes cast in favor of electing each nominee for director must be greater than the votes cast against any such nominee. If a nominee does not receive a majority of votes cast for his or her election, he or she will continue to serve on the Board of Directors as a "holdover director" and will be required to submit a letter of resignation promptly to the Board of Directors. Abstentions and broker non-voteswill have no effect on the election of directors. |
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The appointment of |
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The say-on-payadvisory resolution approving the compensation paid to certain executives will be adopted if the votes cast in favor of adoption exceed the number of votes cast against adoption. Abstentions and broker non-voteswill have no effect on the say-on-payadvisory proposal. |
If you hold your shares of NewMarket common stock in street name through a brokerage account, your broker may or may not vote your shares in its discretion depending on the proposals before the meeting in the absence of your voting instructions. Under the rules of the
Voting and Revocation of Proxies
After carefully reading and considering the information contained in this proxy statement, you should vote over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials (the Notice). Alternatively, you may vote by telephone, or order a paper copy of the proxy materials at no charge on or before
Unless you specify to the contrary, all of your shares represented by valid proxies will be voted "FOR" each of the director nominees named in this proxy statement, "FOR" the appointment of
The persons you name as proxies may propose and vote for one or more adjournments or postponements of the annual meeting, including adjournments or postponements to permit further solicitations of proxies.
Until exercised at the annual meeting, you can revoke your proxy and change your vote in any of the following ways:
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by delivering written notification to NewMarket at its principal executive offices at |
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by changing your vote or revoking your proxy by telephone or over the Internet; |
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if you hold shares in your name, by attending the annual meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the meeting); |
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if you have instructed a broker or bank to vote your shares, by following the directions received from your broker or bank to change those instructions; or |
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if you hold shares in street name with your broker or by a nominee, by obtaining a legal proxy from the institution that holds your shares, attending the annual meeting and voting in person (your attendance at the meeting will not, by itself, revoke your proxy; you must vote in person at the meeting). |
If you decide to vote by completing, signing, dating and returning a proxy card, you should retain a copy of the voter control number found on the proxy card in the event that you decide later to change or revoke your proxy by telephone or over the Internet.
Solicitation of Proxies
The accompanying proxy is being solicited by our Board of Directors, and we will pay for the entire cost of the solicitation. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for forwarding the solicitation material to the beneficial owners of NewMarket common stock held of record by those persons, and we may reimburse them for reasonable transaction and clerical expenses. In addition to the use of the mail, proxies may be solicited personally or by telephone, facsimile or other means of communication by our officers and regular employees. These people will receive no additional compensation for these services but will be reimbursed for any expenses incurred by them in connection with these services. We have engaged
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PROPOSAL 1:
ELECTION OF DIRECTORS
The below matrix summarizes, among other characteristics, the principal skills and experience that the
Mark Gambill |
Bruce Gottwald |
Thomas Gottwald |
Hiter Harris |
James Rogers |
Lilo Ukrop |
Ting Xu |
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Skills and Experience |
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Leadership |
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CEO/Senior Exec/Leader of Significant Business Operations |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||
Entrepreneurship |
✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||
Science/Technology/Engineering/Math |
✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||
Financial/Financial Accounting |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||
Global Business/International Affairs |
✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||
Environmental, Health and Safety |
✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||||
Mergers & Acquisitions |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||
Corporate Governance/Ethics & Compliance |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||
Demographics |
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Asian/Pacific Islander |
✓ | ||||||||||||||||||||||||||||||||||
White/Caucasian |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||||||||||
Hispanic |
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Native American |
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Gender |
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Male |
✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||||||||||
Female |
✓ | ✓ |
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Our Board of Directors unanimously recommends that you vote "FOR" each of the nominees listed above.
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Board of Directors
Our company is managed under the direction of our Board of Directors, which has adopted Corporate Governance Guidelines to set forth certain corporate governance practices. The Corporate Governance Guidelines are available on our website at http://www.newmarket.comunder
Independence of Directors
Upon the recommendation of our
Board Meetings
Our Board of Directors meets on a regularly scheduled basis during the year to review significant developments affecting our company and to act on matters requiring board approval, and may hold special meetings between scheduled meetings when appropriate. During 2024, our Board held five meetings. During 2024, each of the directors attended at least 75% of the aggregate of (1) the total number of meetings of all committees of our Board on which the director then served and (2) the total number of meetings of our Board of Directors during the period in which the individual served as a director.
Meetings of Non-ManagementDirectors; Lead Director
Our Corporate Governance Guidelines require that the non-managementmembers of our Board of Directors meet in executive session at each regularly scheduled board meeting. The Lead Director chairs all meetings of non-managementdirectors, as provided in our Corporate Governance Guidelines. The Lead Director has the responsibilities to lead the meeting, set the agenda and determine the information to be provided to the other non-managementdirectors at the meeting. Shareholders and other interested persons may contact any of the non-managementdirectors through the method described in "-Communications with Our Board" below. Our Corporate Governance Guidelines also require that the independent members of our Board of Directors meet in executive session at each regularly scheduled board meeting and that the Lead Director chair these sessions.
Director Attendance at Annual Meeting
Our policy is that directors attend the annual meeting of shareholders each year. All directors who were directors on the date of last year's annual meeting of shareholders attended last year's annual meeting of shareholders.
Communications with Our Board
Our Board of Directors has unanimously approved a process for shareholders to send communications to the Board and individual directors. Shareholders and other interested persons may communicate with the full Board of Directors, a specified committee of our Board, the non-managementdirectors or a specified individual member of our Board, including the Lead Director, in writing by mail c/o
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Board Leadership Structure
Currently,
The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive Officer. The Board's decision to combine the roles by appointing our current Chief Executive Officer as Chairman was based on the company's historic success in having
Under our current Corporate Governance Guidelines, if the Chairman position is held by the company's current Chief Executive Officer, a Lead Director will be appointed by the independent directors. The Lead Director, among other things, works with the Chairman to set and approve agendas and schedules for Board meetings, serves as a liaison between the Chairman and the non-employeedirectors, and presides at any meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. Our Corporate Governance Guidelines provide that independent directors will meet in executive session without management present at the time of each regular Board meeting and additionally as deemed appropriate or necessary.
The Board believes that this leadership structure helps provide a well-functioning and effective balance between strong company leadership, an independent Lead Director and oversight by active, independent directors. For the above reasons, the Board of Directors believes the current leadership structure is appropriate for the company.
Board's Role in Risk Oversight
The company's management team is primarily responsible for the day-to-dayassessment and management of the company's risk exposure. The Board of Directors provides oversight in connection with these efforts, with a particular focus on the most significant risks facing the company. The Board of Directors believes that full and open communication between the management team and the Board of Directors is essential for both effective risk management and for meaningful oversight. To this end, the Board of Directors regularly meets with members of our senior management team to discuss strategies, key challenges, and risks and opportunities for the company. Management periodically presents to the Board of Directors strategic overviews of the company's most significant issues, including risks affecting the company. The Board also believes that its current leadership structure enhances its ability to engage in risk oversight because of
In order to help facilitate its risk oversight responsibilities, the Board of Directors utilizes each of its committees to oversee specific areas of risk that are appropriately related to the committee's areas of responsibility. The Audit Committee assists the Board of Directors in discharging its oversight responsibilities in the areas of internal control over financial reporting, disclosure controls and procedures and legal and regulatory compliance. The Audit Committee discusses with management, the internal audit group and the independent auditor guidelines and policies with respect to risk assessment and risk management. The Audit Committee also discusses with management the company's major financial risk exposures and the steps management has taken to monitor and control such exposure. The Compensation Committee assists the Board of Directors in discharging its oversight responsibilities regarding the risks related to the attraction and retention of personnel as well as the risks associated with the design of compensation programs and arrangements applicable to both executive officers and to all employees.
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Risk Assessment of Compensation Policies and Practices
The Compensation Committee oversees management's evaluation of whether the company's employee compensation policies and practices pose any risks that are reasonably likely to have a material adverse effect on the company. In conducting this evaluation, management reviews the company's overall compensation structure, taking into account the overall mix of compensation and the overall business risk. Management undertakes such a review periodically and reports to the Compensation Committee any finding that a risk related to the company's compensation structure may exist, as well as any factors which may mitigate the risk posed by the particular compensation policy or practice. The company has determined that there are currently no risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the company.
Committees of Our Board
Our Board of Directors has established various committees to assist it with the performance of its responsibilities. These committees and their current members are described below.
Executive Committee
The Executive Committee currently consists of Messrs.
Audit Committee
Messrs.
(1) |
these practices generally, |
(2) |
the integrity of the financial statements and other financial information provided by us to any governmental body or the public, |
(3) |
our compliance with legal and regulatory requirements, |
(4) |
our independent registered public accounting firm's qualifications and independence, and |
(5) |
the performance of our independent registered public accounting firm and internal audit function. |
The Audit Committee also reviews and discusses with management the company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the company's policies with respect to risk assessment and risk management. Additionally, the Audit Committee approves the engagement of our independent registered public accounting firm, subject to shareholder ratification. For a further description of the Audit Committee's specific responsibilities, see the Audit Committee's charter. Upon the recommendation of our
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Compensation Committee
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee Process for Identifying and Evaluating Director Candidates.
Director Candidate Recommendations and Nominations by Shareholders.
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under
relating to amendments to or waivers from any provision of our Code of Conduct applicable to the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer by posting this information on our website.
directors based on the recommendation of the Compensation Committee, which conducts an annual review of compensation for our
directors. As part of its review, the Compensation Committee considers, among other factors, whether a director's independence will be jeopardized (1) if director compensation and perquisites exceed customary levels, (2) if our company makes charitable contributions to organizations with which a director is affiliated or (3) if our company enters into contracts with, or provides other indirect forms of compensation to, a director or organization with which a director is affiliated.
directors for the fiscal year ended
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Fees Earned
or Paid in Cash($) |
Stock
Awards (1)($) |
Non-Equity
Incentive Plan ($)
|
Change in Pension
Value and Non-
qualified Deferred
Compensation Earnings (2)($) |
All Other
Compensation ($) |
Total ($)
|
||||||||||||||||||
|
$ | 130,000 | $ | 100,468 | $ | 0 | - | 0 | $ | 230,468 | ||||||||||||||
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100,000 | - | 0 | $ | 0 | 0 | 100,000 | |||||||||||||||||
|
125,000 | 100,468 | 0 | - | 0 | 225,468 | ||||||||||||||||||
|
120,000 | 100,468 | 0 | - | 0 | 220,468 | ||||||||||||||||||
|
125,000 | 100,468 | 0 | - | 0 | 225,468 | ||||||||||||||||||
|
100,000 | 100,468 | 0 | - | 0 | 200,468 |
(1) |
Represents the aggregate grant date fair market value of the 193 shares of our common stock awarded to each
non-employee
director on |
(2) |
Represents the aggregate change in the actuarial present value from
|
Non-EmployeeDirectors' Fees
Effective
Directors' Retirement Benefits
Any director who was elected to our Board on or before
Annual Stock Retainer
Each non-employeedirector is awarded on each
Share Ownership Guidelines
Consistent with their responsibilities to our stockholders, each of the non-employeedirectors is required to maintain a financial stake in the company. To this end, each non-employeedirector must own shares of our stock with a fair market value of at least five times their annual cash director fee. Until the director meets the ownership guidelines, the director must retain 100% of the shares granted through the annual stock retainer. The Compensation Committee annually reviews and monitors each director's compliance with these guidelines. Each current non-employeedirector is in compliance with these guidelines.
Certain Relationships and Related Transactions
During 2024, a provider of pension asset management services was also a beneficial owner of at least 5% of NewMarket common stock.
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Our policy is to require that any transaction with a related person required to be reported under applicable
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Stock Ownership
Principal Shareholders
The following table lists any person (including any "group" as that term is used in Section 13(d)(3) of the Exchange Act) who, to our knowledge, was the beneficial owner as of
Title of Class |
Beneficial Owners |
Number of Shares |
Percent of Class |
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Common Stock |
|
1,041,847 (1) | 11.0% | |||
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952,057 (2) | 10.0% | ||||
|
722,184 (3) | 7.6% | ||||
|
661,611 (4) | 7.0% | ||||
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607,456 (5) | 6.4% | ||||
|
605,139 (6) | 6.4% |
(1) |
Information provided is based solely on an amendment to Schedule 13G filed on |
(2) |
As of |
(3) |
Information provided is based solely on an amendment to Schedule 13G filed on |
(4) |
Information provided is based solely on an amendment to Schedule 13G filed |
(5) |
Information provided is based solely on an amendment to Schedule 13G filed on |
(6) |
As of |
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Directors and Executive Officers
The following table sets forth as of
or Number of Persons in Group |
Number of Shares with Sole Voting and |
Number of Shares with Shared Voting and |
Total Number of Shares |
Percent of Class (1) |
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3,572 | 276 | (2) | 3,848 | ||||||||||||
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913,339 | 38,718 | (3) | 952,057 | 10.0 | % | ||||||||||
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579,385 | 25,754 | (4) | 605,139 | 6.4 | % | ||||||||||
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1,938 | - | 1,938 | |||||||||||||
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235,986 | 7,559 | 243,545 | (5) | 2.6 | % | ||||||||||
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2,406 | - | 2,406 | |||||||||||||
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6,076 | - | 6,076 | |||||||||||||
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3,596 | - | 3,596 | |||||||||||||
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1,967 | - | 1,967 | |||||||||||||
|
193 | - | 193 | |||||||||||||
|
715 | - | 715 | |||||||||||||
Directors and executive officers as a group (12 persons) |
1,748,211 | 65,418 | 1,813,716 | 19.1 | % |
(1) |
Except as indicated, each person or group owns less than 1% of NewMarket common stock. |
(2) |
Such shares are owned jointly by |
(3) |
Mr. |
(4) |
Mr. |
(5) |
Includes 217,929 shares held in trusts for the benefit of non-familymembers over which |
(6) |
As previously disclosed, |
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COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
The Compensation Discussion and Analysis describes our compensation philosophy and objectives and the process followed by the Compensation Committee (Committee) in decisions involving our Named Executive Officers (NEOs). Our NEOs for 2024 were:
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• |
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As previously disclosed, effective
Highlighted in the sections that follow are business results and compensation decisions for 2024, which demonstrate the close alignment between pay and performance for our NEOs.
2024 Business Highlights
Business performance in 2024:
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We continue to be a solid performer regarding safety among our peers with our injury recordable rate at 0.77. |
• |
Net Income for 2024 was |
• |
Petroleum additives sales were |
• |
Specialty materials sales were |
• |
Our operations generated strong cash flows during 2024. We paid dividends of |
2024 Compensation Decisions
Highlights of our 2024 executive compensation program include:
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We gave our NEOs modest salary raises designed to align NEO pay with our peers. |
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We awarded our NEOs annual cash bonuses consistent with our financial performance and each NEO's individual performance. |
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We granted performance awards to align NEO pay with company performance and shareholder interest. |
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We believe our executive compensation program continues to reflect good corporate governance practices. We have not entered into long-term employment agreements or change in control agreements with any of our NEOs and do not provide significant perquisites. We have a clawback policy that permits us to recover incentive compensation paid to executives in connection with a restatement of the Company's financial statements. |
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2024 Chairman and Chief Executive Officer (CEO) Pay
Our executive compensation program and, in particular, the compensation of our CEO, places a substantial amount of compensation "at risk" in the form of performance-based pay, and compares favorably to our peers when measured against our performance:
• |
Our CEO's 2024 pay ranked above our peer group median for base salary, and below the 25th percentile for total cash compensation and total direct compensation as compared to 2024 peer group pay. |
• |
For 2024, approximately 48.5% of our CEO's total direct compensation, and approximately 59% of our other NEOs' average 2024 total direct compensation as a group, was "at risk" in the form of performance-based compensation. |
Compensation Philosophy and Objectives
Our executive compensation philosophy is to create a long-term direct relationship between pay and performance. Our executive compensation program is designed to deliver a balanced total compensation package over our executives' careers with the company. The compensation program objectives are to attract, motivate and retain the qualified executives that are crucial to our continued success, and to align the interests of our executives and shareholders. The compensation package of our NEOs generally consists of four main elements:
1. |
Base Salary - Market competitive annual fixed pay to compensate our executives for their contribution to the day-to-daymanagement of the company; |
2. |
Annual Bonus - Annual award payable in cash after the completion of the most recent fiscal year, determined based on our corporate financial performance and the achievement of individual objectives; |
3. |
Long-term equity-based compensation - Equity awards intended to retain our executives and achieve unity of interest between our executives and long-term shareholders; and |
4. |
Benefit plans designed to promote long-term employment. |
Process for Setting Executive Compensation
The Committee is responsible for developing, overseeing, and implementing our executive compensation program. The Committee also monitors the results of the program to ensure compensation remains competitive and creates proper incentives to enhance shareholder value. The Committee annually reviews and approves all compensation for the CEO and other NEOs.
The Committee has the responsibility to approve and monitor all compensation for our NEOs. Our CEO is responsible for evaluating and reviewing the performance of all the NEOs (other than himself) with the Committee and makes compensation recommendations for base salary, the annual bonus award, any stock award or other special or supplemental benefits to the Committee for those NEOs. The Committee performs the same function for the CEO. The Committee reviews and approves the process and factors used to recommend base salary increases, bonuses and other awards and has the discretion to approve the final awards, based on such factors as it considers relevant. All independent directors also approve the CEO's compensation.
Under its charter, the Committee has the sole authority to retain and terminate compensation consultants or other advisors to assist it with its duties. For 2024, the Committee engaged
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Result of 2024 Say-On-PayVote
At our annual meeting in 2024, our shareholders voted on our executive compensation program (the say-on-payvote) and approved it (on an advisory basis) by 98.3% of the votes cast. After considering the very strong shareholder endorsement of the executive compensation program, the Committee continued to make compensation decisions that support our stated executive compensation philosophy and objectives and did not make any specific changes to our executive compensation program in response to the say-on-payvote.
Our
With the assistance of FWC, the Committee selects a compensation peer group of companies similar in size and business to us. The peer group is used to compare executive compensation levels against companies that have executive positions with responsibilities similar in breadth and scope to ours and have businesses that compete with us for executive talent. The Committee reviews the peer group compensation data prepared by FWC to ensure that our executive compensation program is competitive.
The peer group is comprised of 14 companies in the same GICS sub-industrythat are comparable to us in terms of revenue and market capitalization. Our peer group for 2024 was unchanged from 2023. In relation to the peer group, we are just above the median measured by revenue. Net income and operating income are above the 75th percentile, while total assets fall just below the median and number of employees falls below the 25th percentile.
The following 14 companies comprise the peer group used in connection with evaluating our 2024 executive compensation program:
Summary of Fiscal 2024 Compensation Decisions
For 2024, the Committee adopted an incentive plan that rewards the successful attainment of pre-establishedfinancial metrics. In general, the Committee believes the annual cash-based bonus program, combined with grants of performance stock linked to adjusted earnings per share, as described in more detail in the section "Long Term Incentive Awards" below, provides a balanced compensation package that contributes to and rewards the long-term performance of the company and the executives. Our performance stock award program is designed to more clearly define the link between pay and performance by aligning pay with our goal of providing 10% shareholder retuover any ten-yearperiod.
The Committee also believes that the Executive Bonus Plan, as currently designed, gives it the needed flexibility to factor in and reward longer-term performance of the company and the NEOs, as the Committee deems appropriate. As described in the "Annual Cash Bonus" section below, under the Executive Bonus Plan, individual performance measured against a variety of different metrics, including longer-term metrics, may be evaluated in determining the final bonus amounts for each of the NEOs. The discretionary component of the Executive Bonus Plan provides the Committee with flexibility to determine which longer-term metrics to select and weigh in the evaluation of each NEO's performance.
The Committee also monitors the balance of the annual cash and long-term stock components of the executive compensation program and feels the current balance is appropriate.
Base Salary
Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. In determining and setting base salary, the Committee considers various factors, including our past and current performance, the NEOs' individual contributions to our success throughout their careers, internal pay equity and market data regarding comparable positions within our peer group. For 2024, the Committee reviewed and approved base salary increases as follows:
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For each of our NEOs, we review base salary data for comparable executive positions in our peer group to ensure that the base salary rate for each executive is competitive. In general, for most of our executives, we regard a base salary rate within 20% of the 50th percentile (median) of the peer group base salary data as appropriately competitive. The 2024 base salaries for our NEOs ranged from between 86% and 115% of the corresponding peer group median.
Annual Cash Bonus
The objectives of our annual bonus program for our NEOs (the Executive Bonus Plan) are to encourage and reward the NEOs for their invention, ability, leadership, loyalty, exceptional service and recruiting others who will contribute to our continued success. We have an established history of aligning our executives' pay with our performance. Our Executive Bonus Plan uses a pre-establishedformula to determine the maximum bonuses payable to our NEOs. The Committee may exercise negative discretion to reduce the maximum bonus payouts to reflect other financial performance measures, as well as the individual performance of each NEO and any other factors the Committee deems appropriate, as described below.
Executive Bonus Plan Formula
Our Executive Bonus Plan uses an objective, pre-establishedformula to determine the initial maximum annual bonuses payable to our NEOs. For each NEO, the initial maximum bonus is equal to a specified percentage of our annual operating profit, up to
We use operating profit as the sole metric for determining the maximum bonuses payable to the NEOs because the Committee believes that operating profit is an important indicator of corporate performance and that management's focus on operating profit is key to the success of the company. For purposes of the Executive Bonus Plan, annual operating profit is the sum of segment operating profit less corporate, general, and administrative expenses and any special one-time/non-recurringitems, which for 2024 was approximately
For 2024, the maximum annual bonus percentage for
Final 2024 Bonuses
At the end of the year, after the initial maximum bonuses have been determined, the Committee may exercise negative discretion to reduce the bonus for each NEO, based on the recommendations of the CEO (for NEOs other than himself) and any other factors the Committee deems appropriate.
1 |
The 2024 operating profit of approximately |
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The CEO recommends final bonus amounts for the other NEOs to the Committee (not in excess of the maximum) based on an evaluation of our overall financial performance for the year, each NEO's individual performance, internal pay equity comparisons, comparable peer group compensation data, each NEO's position and seniority, and any other factors deemed relevant by the CEO. Individual performance is generally evaluated based on the long-term and annual operating plan for the NEO's area of responsibility, as well as overall corporate initiatives, and may be measured subjectively. The CEO has discretion to select and evaluate the factors that inform the bonus recommendations and in general does not rely on pre-establishedweightings or quantitative goals or targets with respect to any individual performance measures to determine the final bonuses. The Committee follows a similar process for determining the CEO's annual bonus. The various company and individual performance factors that informed the final 2024 bonuses for the NEOs are as described below.
Company Performance
NewMarket had another strong year in 2024. The operating profit for our petroleum additives business was
Individual Performance
Mr.Gottwald, President, CEO and Chairman. Under
Mr.Paliotti, President of Afton. In 2024, Afton achieved very strong operating results.
Mr.Hazelgrove, Executive VP and CAO.
Mr.Skrobacz, VP and CFO. Under
19
Finance department to more effectively and efficiently support the business. He successfully managed the company's balance sheet which allowed for share repurchases and
Mr.Jewett, Executive VP and General Counsel.
The final bonuses recommended to and approved by the Committee for each NEO were less than the initial maximum amounts, so that the bonuses payable to each NEO would be consistent with the median total cash compensation level for comparable positions within our peer group and with historical bonus payouts. The final amounts ranged from 28% to 62% of the maximum bonus amounts. With consideration given to company and individual performance, the Committee approved the bonus recommendations of the CEO for NEOs other than himself.
The final 2024 bonus amounts as approved by the Committee for each NEO are set forth in the Summary Compensation Table on page 24.
Long-Term Incentive Awards
Our long-term incentive program is designed to retain our executives, recognize and reward our executives for their contributions toward our long-term success, and further align their interests with those of our long-term shareholders by tying a portion of their compensation to the value of our common stock.
For equity awards in general, the Committee approves the size of the awards for each NEO in its discretion. The award sizes generally reflect the scope of the duties and responsibilities associated with each NEO's position and seniority, along with other relevant considerations such as peer group compensation data, internal pay equity, company performance and an executive's individual contributions, with no particular weight assigned to any factor. Peer group data is used to compare the competitiveness of the stock grants with equity compensation practices at our peer group companies, but the awards are not targeted at a specific percentile or percentile range of the peer group data.
For our NEOs, our long-term incentive program for 2024 included a performance element to better align NEO pay with company performance and shareholder interest.
Performance Stock
In 2024, the company granted performance-based stock awards (Performance Stock) with a five-year performance period beginning in
Participants may eabetween 50% and 100% of the shares of Performance Stock awarded. Each award of Performance Stock will vest only upon satisfaction of certain performance criteria, which shall be achieved only if the company's earnings per share for the fiscal year ending
20
The 2024 Performance Stock awards as approved by the Committee for each NEO are set forth in the Grants of Plan-Based Awards table of this proxy statement.
For 2025, the company granted similar performance-based stock awards with a five-year performance period based on EPS at the end of the performance period.
Retirement Benefits
We offer a number of retirement plans to provide security for the current and future needs of our employees. We believe that our benefit plans further our goals of attracting and retaining highly-qualified executives. Our retention programs create management stability and solidify alignment of interest between the NEOs and our long-term shareholders.
Pension Plan
We maintain a tax-qualified,defined benefit pension plan (the Pension Plan), aimed at allowing employees, including the NEOs, to retire comfortably at age 65. The Pension Plan is a final average pay plan based on an average of the participant's three consecutive highest-paid years in the ten-yearperiod preceding retirement and years of service. Benefits are paid on a monthly basis according to the participant's elected form of payment.
Savings Plan
In addition to the Pension Plan, we maintain a tax-qualifiedsavings plan (the Savings Plan), designed to provide employees, including the NEOs, with a tax-effectivemethod for saving for a comfortable retirement. We contribute 50% of the first 10% of base pay that the participant contributes to the Savings Plan in the form of our common stock. The participant's contribution is 100% vested at all times, while company contributions vest incrementally until five years of service, when they become fully vested.
Excess Benefit Plan
Because the Internal Revenue Code places limitations on the contributions and benefits highly-paid employees, such as the NEOs, can make to or receive under the Pension Plan and the Savings Plan, we also provide an excess benefit plan (the Excess Benefit Plan), to which we credit additional amounts for each participant such that the participant receives the benefits that would have been received but would otherwise exceed Internal Revenue Code limitations. A participant does not become eligible to receive payments under the Excess Benefit Plan unless employment terminates at a time or as a result of an event that would have caused the benefits to vest under the Pension Plan or Savings Plan, as applicable. All benefits under the Excess Benefit Plan are paid out of our general assets.
Agreements with NEOs
We do not have employment agreements, change in control agreements or other similar agreements with any of our NEOs.
21
Role
|
Salary multiple
|
|
CEO | 3X | |
Other NEOs | 1X |
• |
Shares owned without restriction;
|
• |
Unvested restricted stock;
|
• |
Shares owned through our Savings Plan.
|
, the company amended and restated its policy to comply with the final
under Section 162(m), based on the Committee's evaluation of our business needs.
Information
information for the purpose of affecting the value of any executive or director compensation, and we have no plan to do so.
THE COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on such review and discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
THE COMPENSATION COMMITTEE |
23
COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table
The following table presents information with respect to total compensation of our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated executive officers of our company, whom we refer to in this proxy statement as the named executive officers, for the fiscal year ended
Position |
Year | Salary (1)($) |
Bonus ($) |
Stock Awards (2)($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ( |
Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)($) |
All Other Compensation (5)($) |
Total ($) |
|||||||||||||||||||||||||||
|
2024 | $ | 1,231,667 | $ | 0 | $ | 360,690 | $ | 0 | $ | 800,000 | $ | 634,465 | $ | 61,583 | $ | 3,088,406 | |||||||||||||||||||
President and Chief |
2023 | 1,191,667 | 0 | 302,280 | 0 | 725,000 | 916,567 | 59,583 | 3,195,097 | |||||||||||||||||||||||||||
Executive Officer |
2022 | 1,157,467 | 0 | 250,428 | 0 | 625,000 | 0 | 57,873 | 2,090,768 | |||||||||||||||||||||||||||
|
2024 | $ | 415,000 | $ | 0 | $ | 166,424 | $ | 0 | $ | 250,000 | $ | 260,822 | $ | 20,750 | $ | 1,112,996 | |||||||||||||||||||
Vice President and |
2023 | 400,000 | 101,333 | 250,000 | 202,310 | 20,000 | 973,643 | |||||||||||||||||||||||||||||
Chief Financial Officer |
||||||||||||||||||||||||||||||||||||
|
2024 | $ | 590,000 | $ | 0 | $ | 332,848 | $ | 0 | $ | 600,000 | $ | 70,032 | $ | 30,500 | $ | 1,623,379 | |||||||||||||||||||
President of Afton |
2023 | 560,000 | 0 | 252,473 | 0 | 525,000 | 170,398 | 28,429 | 1,536,300 | |||||||||||||||||||||||||||
|
2022 | 504,667 | 0 | 204,924 | 0 | 425,000 | 0 | 25,233 | 1,159,824 | |||||||||||||||||||||||||||
Bruce R. |
2024 | $ | 558,500 | $ | 0 | $ | 332,848 | $ | 0 | $ | 560,000 | $ | 314,433 | $ | 27,925 | $ | 1,793,706 | |||||||||||||||||||
Hazelgrove, III |
2023 | 540,100 | 0 | 252,473 | 0 | 510,000 | 453,545 | 27,005 | 1,783,123 | |||||||||||||||||||||||||||
Executive Vice |
2022 | 524,667 | 0 | 182,016 | 0 | 425,000 | 0 | 27,227 | 1,158,910 | |||||||||||||||||||||||||||
President and Chief |
||||||||||||||||||||||||||||||||||||
Administrative Officer |
||||||||||||||||||||||||||||||||||||
|
2024 | $ | 460,217 | $ | 0 | $ | 332,848 | $ | 0 | $ | 560,000 | $ | 54,608 | $ | 24,011 | $ | 1,431,683 | |||||||||||||||||||
Executive Vice |
2023 | 441,692 | 0 | 202,665 | 0 | 500,000 | 58,026 | 22,084 | 1,224,467 | |||||||||||||||||||||||||||
President and General Counsel |
2022 | 428,958 | 159,421 | 325,000 | 0 | 21,448 | 934,827 |
(1) |
The amounts in this column represent salaries before executive contributions to the Savings Plan. The Savings Plan is a plan qualified under Section 401(a) of the Internal Revenue Code. These amounts differ to the base salary changes described in "Compensation Discussion and Analysis-Base Salary" due to the timing of effective dates for base salary changes. |
(2) |
Represents the aggregate grant date fair value of the performance stock awards made as computed in accordance with FASB ASC Topic 718 and is based on the probable outcome of the performance goals, which we have determined to be target performance. Target performance is also the maximum performance level attainable under the awards. The assumptions used in determining the grant date fair values of the stock are set forth in Note 16 to our consolidated financial statements, included in our Annual Report on Form 10-Kfor the fiscal year ended |
(3) |
Represents the amounts paid under the Executive Bonus Plan for the year indicated, which incorporates an objective, pre-establishedperformance measure for determining maximum bonus amounts. See "Compensation Discussion and Analysis-Annual Bonus" for additional information regarding the design of the Executive Bonus Plan. |
(4) |
The amounts indicate the aggregate change in the actuarial present value of each named executive officer's accrued benefit under the Pension Plan, the Excess Benefit Plan and (solely for |
24
measurement period ended |
(5) |
The amounts in this column primarily represent our contributions to the Savings Plan and Excess Benefit Plan for each named executive officer. We credited the following amounts listed in the total column under each of the plans listed below to each named executive officer in 2024: |
|
Savings Plan | Excess Benefit Plan | Total | |||||||||
|
$ | 17,250 | $ | 44,333 | $ | 61,583 | ||||||
|
17,250 | 3,500 | 20,750 | |||||||||
|
17,250 | 12,250 | 29,500 | |||||||||
|
17,250 | 10,675 | 27,925 | |||||||||
|
17,250 | 5,761 | 23,011 |
For
25
Grants of Plan-Based Awards
The following table sets forth information concerning awards under our Executive Bonus Plan and individual performance stock grants made during the year ended
Potential Future Payouts Under Non-EquityIncentive Plan Awards (1) |
Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
Grant Date Fair Value of Stock Awards (3) |
||||||||||||||||||||||||||
|
Grant Date | Threshold | Target | Maximum | Threshold (# of shares) |
Target (# of shares) |
||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Bonus Program |
- | - | $ | 800,000 | $ | 2,000,000 | ||||||||||||||||||||||
Performance Stock |
285 | 570 | $ | 360,690 | ||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Bonus Program |
- | - | 250,000 | 2,000,000 | ||||||||||||||||||||||||
Performance Stock |
132 | 263 | 166,424 | |||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Bonus Program |
- | - | 600,000 | 2,000,000 | ||||||||||||||||||||||||
Performance Stock |
263 | 526 | 332,848 | |||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Bonus Program |
- | - | 560,000 | 2,000,000 | ||||||||||||||||||||||||
Performance Stock |
263 | 526 | 332,848 | |||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Bonus Program |
- | - | 560,000 | 2,000,000 | ||||||||||||||||||||||||
Performance Stock |
263 | 526 | 332,848 |
(1) |
This column reflects the target and maximum amounts potentially payable under the Executive Bonus Plan. The maximum payout is merely the individual dollar limit established by the Executive Bonus Plan, and does not reflect the Committee's evaluation of each individual's performance against goals for the year. Maximum bonuses under the Executive Bonus Plan are determined based on a percentage assigned to each executive of our company's operating profit for the year. There are no threshold or target levels of performance established with respect to the Executive Bonus Plan. The target amount shown above is a representative amount based on the previous fiscal year's performance. See "Compensation Discussion and Analysis-Annual Cash Bonuses" for discussion of the Executive Bonus Plan and amounts actually earned in 2024. |
(2) |
This column reflects the threshold and target amount of shares distributable under performance share awards granted on |
(3) |
Amounts included in this column represent the grant date fair value recognized with respect to the 2024 fiscal year in accordance with ASC 718 and is based on the probably outcome of performance goals, which we have determined to be target performance. For a discussion of valuation assumptions, see Note 16 to our consolidated financial statements, included in our Annual Report on Form 10-Kfor the year ended |
26
Outstanding Equity Awards at Fiscal Year-End
The following table presents information concerning the number and value of nonvested restricted stock and performance stock for the named executive officers outstanding as of the end of the fiscal year ended
Stock Awards | ||||||||||||||||
|
Number of Shares That Have Not Vested (#) |
Market Value of Shares That Have Not Vested (7) ($) |
Equity Incentive Plan Awards - Number of Unearned Shares That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested (7) ($) |
||||||||||||
|
0 | $ | 0 | 610 | (1) | $ | 322,294 | |||||||||
655 | (2) | 346,069 | ||||||||||||||
798 | (3) | 421,623 | ||||||||||||||
880 | (4) | 464,948 | ||||||||||||||
570 | (5) | 301,160 | ||||||||||||||
|
22 | (6) | 11,624 | |||||||||||||
25 | (6) | 13,209 | ||||||||||||||
30 | (6) | 15,851 | ||||||||||||||
295 | (4) | 155,863 | ||||||||||||||
263 | (5) | 138,956 | ||||||||||||||
|
0 | 0 | 500 | (1) | 264,175 | |||||||||||
535 | (2) | 282,667 | ||||||||||||||
653 | (3) | 345,013 | ||||||||||||||
735 | (4) | 388,337 | ||||||||||||||
526 | (5) | 277,912 | ||||||||||||||
|
0 | 0 | 445 | (1) | 235,116 | |||||||||||
475 | (2) | 250,966 | ||||||||||||||
580 | (3) | 306,443 | ||||||||||||||
735 | (4) | 388,337 | ||||||||||||||
526 | (5) | 277,912 | ||||||||||||||
|
0 | 0 | 415 | (2) | 219,265 | |||||||||||
508 | (3) | 268,402 | ||||||||||||||
590 | (4) | 311,727 | ||||||||||||||
526 | (5) | 277,912 |
(1) |
Represent performance stock granted on |
(2) |
Represent performance stock granted on |
(3) |
Represent performance stock granted on |
(4) |
Represent performance stock granted on |
(5) |
Represent performance stock granted on |
(6) |
Reflect restricted stock granted |
(7) |
The market value is based on the last sales price of our common stock as reported by the NYSE on |
27
Options Exercised/Stock Vested During Fiscal 2024
The following table presents information concerning the number and value of stock awards vested for the named executive officers during the fiscal year ended
Stock awards | ||||||||
|
Number of shares acquired on vesting (#) (1) |
Value realized on vesting (2) |
||||||
|
625 | $ | 386,994 | |||||
|
25 | 15,908 | ||||||
|
437 | 270,586 | ||||||
|
437 | 270,586 | ||||||
|
0 | 0 |
(1) |
The shares reported for Messrs. Gottwald, Paliotti and Hazelgrove reflect the vesting on |
(2) |
The value realized is equal to the number of shares vested, multiplied by the closing market price of the company's common stock on the vesting date. |
Pension Benefits
The following table presents information as of
|
Plan |
Number of Years Credited Service (#) |
Present Value of Accumulated Benefit ($) |
Payments During Last Fiscal Year ($) |
||||||||||
|
Pension Plan Excess Benefit Plan (Pension Plan Component) |
33
33 |
(1)
(1) |
$ | 1,842,276
6,019,945 |
$ | 0
0 |
|||||||
Director Retirement Plan(2) |
n/a | 131,160 | 0 | |||||||||||
|
Pension Plan Excess Benefit Plan (Pension Plan Component) |
14
14 |
700,627
240,931 |
0
0 |
||||||||||
|
Pension Plan Excess Benefit Plan (Pension Plan Component) |
17
17 |
354,341
453,776 |
0
0 |
||||||||||
|
Pension Plan Excess Benefit Plan (Pension Plan Component) |
28
28 |
1,624,060
1,754,909 |
0
0 |
||||||||||
|
Pension Plan Excess Benefit Plan (Pension Plan Component) |
4
4 |
102,082
93,406 |
0
0 |
(1) |
As of |
28
(2) |
In exchange for his services as a director, |
For purposes of computing the actuarial present value of the accrued benefit payable to the named executive officers, we used the same assumptions used for financial reporting purposes under GAAP, including that (a) the retirement age is the normal retirement age (age 65 under the Pension Plan and Excess Benefit Plan and age 60 under the Director Retirement Plan), (b) a 5.875% discount rate for the measurement period ended
Pension Plan
We maintain the Pension Plan, which is a defined benefit plan that covers, generally, full-time salaried
The benefit formula under the Pension Plan is based on the participant's final-average earnings, which are defined as the average of the highest three consecutive calendar years' earnings (base pay plus 50% of incentive bonuses, not including any Performance Stock awards, paid in any fiscal year) during the 10 consecutive calendar years immediately preceding the date of determination. The years of pension benefit service for each of our named executive officers as of
Subject to certain limitations, a participant who reaches normal retirement age (65 years of age) receives an annuity for life payable monthly beginning on his normal retirement date (as defined in the Pension Plan) at a monthly allowance equal to the difference between the following:
• |
1.1% of his final average pay up to his covered compensation plus 1.5% of the excess of his final average pay over his covered compensation, multiplied by his number of years of pension benefit service; and |
• |
the sum of (1) any annual benefit accrued or paid under any other qualified defined benefit plan sponsored or previously maintained by an affiliate of our company or any predecessor employer, (2) any annual benefit accrued under a multi-employer defined benefit plan contributed to by an affiliate of our company on behalf of the participant and (3) the participant's |
Subject to certain limitations, a participant who retires before his normal retirement date and who has completed 10 years of vesting service and reached age 55 may receive a monthly annuity beginning on his early retirement date (as defined in the Pension Plan). The early retirement annuity is based on the participant's normal retirement benefit but is reduced actuarially to reflect commencement prior to age 65.
Pension Plan benefits with an actuarially equivalent cash value up to
29
Under the Pension Plan, a participant who transfers to us from one of our subsidiaries or affiliates which maintains its own pension plan will receive a benefit under the Pension Plan that is equal to the greater of his accrued benefit under the Pension Plan based on his total years of service from his date of hire with the subsidiary or affiliate, offset by his benefit under the subsidiary or affiliate's plan, or his benefit accrued under the Pension Plan based on his years of service from his date of transfer with no offset for the accrued benefit under the subsidiary or affiliate's plan.
In 2022, we amended the Pension Plan to increase the benefit of certain participants by an amount that otherwise would have been payable under the "Pension Plan" component of the Excess Benefit Plan described below.
Excess Benefit Plan
The Internal Revenue Code limits the amount of pension and 401(k) benefits companies may provide under federal income tax qualified plans. As a result, our Board of Directors adopted the Excess Benefit Plan, under which we will make additional payments so that a person affected by the Internal Revenue Code limitations will receive the same amount he otherwise would have received under the Pension Plan and the Savings Plan but for the Internal Revenue Code limitations. We have reserved the right to terminate or amend the Excess Benefit Plan at any time.
We maintain the Excess Benefit Plan in the form of a nonqualified pension plan that provides eligible individuals the difference between the benefits they actually accrue under our Pension Plan and Savings Plan and the benefits they would have accrued under those plans but for the maximum benefit and the limit on annual additions and the limitation on compensation that may be recognized under the Internal Revenue Code. The Excess Benefit Plan is divided into two components, a component for excess contributions credited under the Savings Plan formula and a component for excess benefits accrued under the Pension Plan formula. With respect to the Pension Plan component of the Excess Benefit Plan, which we refer to in this proxy statement as the Pension Plan component, the eligible individuals will accrue the amount that they would have accrued under the Pension Plan but for the limitations recognized by the Internal Revenue Code. With respect to the Savings Plan component of the Excess Benefit Plan, which we refer to as the Savings Plan component, the eligible individuals will be credited with the matching contributions that the company would have made to the Savings Plan but for the limitations imposed by the Internal Revenue Code. The Savings Plan component is hypothetically invested in phantom shares of our common stock based on the fair market value at the end of the period in which the amounts are credited. The amounts credited to the Savings Plan component reflect contributions that cannot be made to the Savings Plan because of limitations under the Internal Revenue Code and earnings thereon. Only the Pension Plan component is reported in the Pension Plan table above; the Savings Plan component is reported in the Nonqualified Deferred Compensation Plan table below.
Benefits accrued under the two components of the Excess Benefit Plan are distributed in the following manner: (1) the Pension Plan component is paid in cash (A) with respect to benefits earned prior to
30
Nonqualified Deferred Compensation
The following table presents information concerning the Savings Plan component of our Excess Benefit Plan, which provides for the deferral of compensation paid to or earned by the named executive officers on a basis that is not tax qualified. For a discussion of our Excess Benefit Plan, see "Pension Benefits-Excess Benefit Plan" on page 30.
|
Executive Contributions in Last FY ($) |
Registrant Contributions in Last FY(1) ($) |
Aggregate Earnings in Last FY ($) |
Aggregate Withdrawals/ Distributions ($) |
Aggregate Balance at Last FYE ($) |
|||||||||||||||
|
$ | 0 | $ | 44,333 | $ | (240,289 | ) | $ | 0 | $ | 7,279,676 | |||||||||
|
0 | 3,500 | (166 | ) | 0 | 6,924 | ||||||||||||||
|
0 | 12,250 | (3,156 | ) | 0 | 98,480 | ||||||||||||||
|
0 | 10,675 | (7,523 | ) | 0 | 230,543 | ||||||||||||||
|
0 | 5,761 | (1,025 | ) | 0 | 35,468 |
(1) |
For further discussion, see footnote 5 under the Summary Compensation Table on page 24. |
Potential Payments Upon Termination or Change in Control
We have not entered into any employment, severance, change-in-controlor other contract, agreement, plan or arrangement, whether written or unwritten, that provides for payment(s) to any of our named executive officers, at, following, or in connection with any termination of an executive officer's employment or a change in control of the company other than (i) benefits and payments previously disclosed in the Pension Plan and Nonqualified Deferred Compensation Plan tables above, in which all of our named executive officers are currently 100% vested, other than
The restricted stock and performance stock awards granted as a part of our long-term incentive program typically include a service-based vesting requirement. For a discussion of these awards, see "Compensation Discussion and Analysis-Long Term Incentive Awards" on page 20. Any unvested restricted stock awards held by an NEO upon retirement or other termination of employment, other than due to death or disability, prior to the vesting date will be forfeited. However, such awards will vest in full upon an NEO's termination due to death or disability prior to the vesting date. Any unvested performance stock held by an NEO upon termination of employment, other than due to retirement, death or disability, prior to the vesting date, will be forfeited. However, such awards will vest in part upon an NEO's termination due to death or disability prior to the vesting date. The performance stock that vests on an NEO's death or disability equals the number of shares of performance stock awarded, times the ratio of: (x) the number of days elapsed since the start of the performance period and prior to the NEO's death or disability, over (y) the total number of days in the performance period. Upon a participant's retirement, a percentage of the performance stock will be forfeited based on the number of days remaining in the service period. Remaining shares of performance stock that are not forfeited upon retirement will no longer be subject to service-based vesting requirements, but shall remain subject to the performance requirements, and therefore will not vest unless and until such performance requirements are met. "Retirement" for this purpose means the participant terminates employment under circumstances entitling the participant to participate in our employee benefit programs for retirees. Our 2023 Incentive Compensation and Stock Plan (the 2023 Plan) provides specified vesting criteria on a change in control of our company (as defined in the Plan) for awards granted after 2023 that are not assumed in connection with a change in control.
31
The table below quantifies the estimated benefit to our NEOs in connection with such a trigger event occurring on the last business day of our 2024 fiscal year and based on a share price of
|
Retirement(1) | Disability | Death | Involuntary Termination in Connection with Change in Control(2) |
||||||||||||
|
||||||||||||||||
Pro rata vesting of performance stock |
$ | 0 | $ | 1,098,301 | $ | 1,098,301 | ||||||||||
Vesting of performance stock |
$ | 301,160 | ||||||||||||||
|
||||||||||||||||
Pro rata vesting of performance stock |
0 | 90,121 | 90,121 | |||||||||||||
Vesting of restricted stock |
40,683 | 40,683 | ||||||||||||||
Vesting of performance stock |
138,956 | |||||||||||||||
|
||||||||||||||||
Pro rata vesting of performance stock |
0 | 908,203 | 908,203 | |||||||||||||
Vesting of performance stock |
277,912 | |||||||||||||||
|
||||||||||||||||
Pro rata vesting of performance stock |
0 | 830,641 | 830,641 | |||||||||||||
Vesting of performance stock |
277,912 | |||||||||||||||
|
||||||||||||||||
Pro rata vesting of performance stock |
0 | 516,696 | 516,696 | |||||||||||||
Vesting of performance stock |
277,912 |
(1) |
Performance stock awards vest on a pro-ratabasis at retirement, but remain subject to performance criteria. Based on a retirement date of |
(2) |
Amounts assume target performance and a change in control and involuntary termination without cause or for good reason (as such terms are defined in the 2023 Plan) on |
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Mr.
Median employee total annual compensation: |
$ | 127,813 | ||
CEO total annual compensation: |
$ | 3,112,127 | ||
Ratio of CEO total annual compensation to the median employee: |
24:1 |
We determined our employee population on
32
In accordance with
33
Year
|
Summary
compensation table total for CEO (1)
($)
|
Compensation
actually paid to CEO (3)
($)
|
Average
summary compensation table total for other NEOs (2)
($)
|
Average
compensation actually paid to other NEOs (3)
($)
|
Total
shareholder retu (4)
($)
|
Peer group
total shareholder retu (4)
($)
|
Net income
(in
thousands) ($)
|
Operating
Profit(5) (in
thousands) ($)
|
||||||||||||||||||||||||
2024
|
3,088,406 | 2,538,195 | 1,490,441 | 1,326,598 | 121.16 | 126.04 | 462,413 | 599,000 | ||||||||||||||||||||||||
2023
|
3,195,097 | 3,276,771 | 1,379,383 | 1,653,526 | 122.96 | 128.28 | 388,864 | 493,000 | ||||||||||||||||||||||||
2022
|
2,090,768 | 2,185,637 | 1,157,780 | 1,210,032 | 68.64 | 111.65 | 279,538 | 363,000 | ||||||||||||||||||||||||
2021
|
2,469,929 | 2,017,197 | 1,280,518 | 1,089,491 | 73.56 | 148.60 | 190,908 | 266,000 | ||||||||||||||||||||||||
2020
|
3,149,426 | 1,847,089 | 1,452,162 | 905,376 | 83.52 | 116.33 | 270,568 | 319,000 |
(1) |
The amounts in this column reflect the summary compensation table totals for
|
(2) |
The amounts in this column reflect the average summary compensation totals for our
non-CEO
NEOs. For 2024 and 2023 this includes Messrs. Paliotti, Hazelgrove, Jewett and Skrobacz, for 2022 and 2021 this includes Mrs. |
(3) |
|
Year
|
Executives
|
Summary
Compensation Table Total ($) |
Deduct
Reported Change in Actuarial Present Value of Pension Benefits (a)
($)
|
Add Pension
Benefit Adjustments (b)
($) |
Deduct
Reported Value of Equity Awards (c)
($) |
Add Equity
Award Adjustments (d)
($) |
Compensation
Actually Paid ($) |
|||||||||||||||||||
2024
|
CEO | 3,088,406 | 634,465 | 115,003 | 360,690 | 329,941 | 2,538,195 | |||||||||||||||||||
Other NEOs | 1,490,441 | 174,974 | 51,292 | 291,242 | 251,081 | 1,326,598 |
(a) |
The amounts in this column represent the amounts reported in the "Change in Pension Value and
Non-Qualified
Deferred Compensation Earnings" column of the Summary Compensation Table. |
(b) |
The total pension value adjustments include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the executive (the "service cost"); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the "prior service cost"), in each case, calculated in accordance with
|
Year
|
Executives
|
Service Cost
($)
|
Prior Service Cost
($)
|
Total Pension Value Adjustment
($)
|
||||||||||
2024
|
CEO | 115,003 | 0 | 115,003 | ||||||||||
Other NEOs | 51,292 | 0 | 51,292 |
(c) |
The amounts in this column represent the grant date fair value of equity awards as reported in the "Stock Awards" column of the Summary Compensation Table.
|
(d) |
The equity award adjustments include the addition (or subtraction, as applicable) of the following:
|
(i) |
the
year-end
fair value of any equity awards granted that are outstanding and unvested as of the end of the stated year; |
(ii) |
the amount of change in fair value as of the end of the stated year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the stated year;
|
(iii) |
for awards that are granted and vest in the same year, the fair value as of the vesting date;
|
(iv) |
for awards granted in prior years that vest in the stated year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year);
|
(v) |
for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the stated year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and
|
(vi) |
the dollar value of any dividends or other earnings paid on equity awards in the stated year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the stated year.
|
Year
|
Executive
|
Year end
fair value of equity awards granted during the year ($) |
Year over
year change in fair value of outstanding and unvested equity awards ($)
|
Fair
value as of vesting date of equity awards granted and vested in the year ($)
|
Year over
year change in fair value of equity awards granted in prior years that vested in the year ($) |
Fair value
at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) |
Value of
dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) |
Total equity
award adjustments ($) |
||||||||||||||||||||||
2024
|
CEO | 301,160 | (51,444 | ) | 0 | 45,850 | 0 | 34,376 | 329,941 | |||||||||||||||||||||
Other NEOs | 243,173 | (28,593 | ) | 0 | 16,595 | 0 | 19,906 | 251,081 |
(4) |
Total shareholder retu(TSR) is determined based on the value of an initial fixed investment of
|
(5) |
The 2024 operating profit of approximately
|
Most Important Performance Measures
|
Operating Profit |
Net Income |
EPS |
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of three independent directors and operates under a written charter adopted by the Board of Directors. Management is responsible for NewMarket's financial reporting process, including the effectiveness of its internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of NewMarket's consolidated financial statements and the effectiveness of NewMarket's internal control over financial reporting in accordance with the standards of the
Management represented to the Audit Committee that NewMarket's consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and
The Audit Committee has discussed with
The Audit Committee also has received the written disclosures and the letter from
Based upon the Audit Committee's discussions with management and
Audit Committee Pre-ApprovalPolicy
The Audit Committee has adopted an Audit Committee Pre-ApprovalPolicy for the pre-approvalof audit services and permitted non-auditservices by NewMarket's independent registered public accounting firm in order to assure that the provision of such services does not impair the independent registered public accounting firm's independence from NewMarket. Unless a type of service to be provided by the independent registered public accounting firm has received general pre-approval,it will require specific pre-approvalby the Audit Committee. Any proposed services exceeding pre-approvedcost levels also will require specific pre-approvalby the Audit Committee. In all pre-approvalinstances, the Audit Committee will consider whether such services are consistent with the
The Audit Committee has designated in the Audit Committee Pre-ApprovalPolicy specific services that have the pre-approvalof the Audit Committee and has classified these pre-approvedservices into one of four categories: Audit, Audit-Related, Tax and All Other. The term of any pre-approvalis 12 months from the date of pre-approval,unless the Audit Committee specifically provides for a different period. The Audit Committee will revise the list of pre-approvedservices from time to time, based on subsequent determinations.
Pre-approvalfee levels for all services to be provided by the independent registered public accounting firm will be established periodically by the Audit Committee. Any proposed services exceeding these levels will require specific pre-approvalby the Audit Committee. The Audit Committee recognizes the overall relationship of fees for audit and non-auditservices in determining whether to pre-approveany such services. For each fiscal year, the Audit Committee may determine the appropriate ratio between the total amount of fees for Audit, Audit-related, and Tax services, and the total amount of fees for services classified as permissible All Other services.
38
The Audit Committee has designated the Chief Financial Officer to monitor the performance of the services provided by the independent registered public accounting firm and to determine whether such services are in compliance with the Audit Committee Pre-ApprovalPolicy. Both the Chief Financial Officer and management will immediately report to the Chairman of the Audit Committee any breach of the Audit Committee Pre-ApprovalPolicy that comes to the attention of the Chief Financial Officer or any member of management.
THE AUDIT COMMITTEE |
39
PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed
The Audit Committee and our Board of Directors unanimously recommend that you vote "FOR" the proposal to ratify the appointment of
Fees Billed by
The following table sets forth the fees billed to us for the audit and other services provided by
2024 | 2023 | |||||||
Audit Fees |
$ | 2,509,111 | $ | 2,033,364 | ||||
Audit-Related Fees |
23,943 | 22,750 | ||||||
Tax Fees(1) |
937,610 | 995,873 | ||||||
All Other Fees |
2,000 | 252,000 | ||||||
Total fees |
3,472,664 | 3,303,987 |
(1) |
Tax compliance and preparation fees totaled |
Audit Fees include fees for services performed to comply with the standards of the
Audit-Related Fees include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements.
Tax Fees primarily include fees associated with tax audits, tax compliance, tax consulting, as well as domestic and international tax planning.
All Other Fees includes licensing fees for the use of certain accounting tools and, for 2023, fees associated with pre-implementationassessment services related to system implementation.
40
PROPOSAL 3:
ADVISORY VOTE ON APPROVAL OF EXECUTIVE COMPENSATION (SAY-ON-PAY)
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires us to periodically seek a non-bindingadvisory vote from our shareholders to approve the compensation as disclosed in the Compensation Discussion & Analysis (CD&A), tabular disclosures and narrative sections accompanying the tabular disclosures in this proxy statement. Since the required vote is advisory, the result of the vote is not binding upon the Board.
The Board has adopted a policy providing for an annual "say-on-pay"advisory vote. In accordance with this policy, shareholders are asked to approve the following advisory resolution at the company's 2025 Annual Meeting of Shareholders:
"RESOLVED, that the shareholders of
The Compensation Committee and the Board of Directors has created a compensation program designed to attract, motivate and retain the qualified executives that help ensure the company's future success, to provide incentives for increasing profits by awarding executives when individual and corporate goals are achieved and to align the interests of executives and long-term shareholders.
The Board of Directors urges shareholders to read the CD&A beginning on page 15 of this proxy statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, appearing on page 24 through the beginning of page 32, which provide detailed information on the compensation of our named executive officers. The Board of Directors and the Compensation Committee believe that the policies and procedures articulated in the CD&A are effective in achieving our goals and that the compensation of our named executive officers reported in this proxy statement reflects and supports these compensation policies and procedures.
Effect of Proposal
The say-on-payresolution is non-binding.The approval or disapproval of this proposal by shareholders will not require the Board or the Compensation Committee to take any action regarding the company's executive compensation practices. The final decision on the compensation and benefits of our named executive officers and on whether, and if so, how, to address stockholder approval or disapproval remains with the Board of Directors and the Compensation Committee.
The Board of Directors believes that the Compensation Committee is in the best position to consider the extensive information and factors necessary to make independent, objective, and competitive compensation recommendations and decisions that are in the best interest of the company and its shareholders.
The Board of Directors values the opinions of the company's shareholders as expressed through their votes and other communications. Although the resolution is non-binding,the Board of Directors will carefully consider the outcome of the advisory vote on executive compensation and those opinions when making future compensation decisions.
Our Board of Directors unanimously recommends that you vote "FOR" the non-bindingresolution on executive compensation.
41
SUBMISSION OF MATTERS FOR 2026 ANNUAL MEETING
Shareholder Proposals for Inclusion in the Proxy Statement
Under the regulations of the
Shareholder Director Nominations
The NewMarket amended bylaws provide that a NewMarket shareholder entitled to vote for the election of directors may nominate persons for election to our Board of Directors by delivering written notice to our company's corporate secretary. With respect to an election to be held at an annual meeting of shareholders, such notice generally must be delivered not later than the close of business on the ninetieth day prior to the first anniversary of the preceding year's annual meeting, and not earlier than the close of business on the one-hundredtwentieth day prior to the first anniversary of the preceding year's annual meeting. With respect to an election to be held at a special meeting of shareholders, such notice must be delivered not earlier than the close of business on the one-hundredtwentieth day prior to such special meeting, and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is made of the date of the special meeting and of the nominees proposed by our Board of Directors to be elected at such special meeting.
The shareholder's notice must include:
• |
as to each person whom the shareholder proposes to nominate for election as a director: |
• |
all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest or is otherwise required pursuant to Regulation 14A under the Exchange Act; and |
• |
such person's written consent to being named in the proxy statement as a nominee and to serving as such a director if elected; and |
• |
as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: |
• |
the name and address of such shareholder, as they appear on our books, and of such beneficial owner; |
• |
the class and number of shares of our capital stock that are owned beneficially and of record by such shareholder and such beneficial owner; |
• |
a representation that the shareholder is a holder of record of our stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination; and |
• |
a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group that intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee and/or (2) otherwise to solicit proxies from shareholders in support of such nomination. |
The shareholder's notice must also comply with the requirements of Rule 14a-19(b)under the Securities Exchange Act of 1934, as amended. Because the 2025 annual meeting is to be held on
42
Other Shareholder Proposals not Included in the Proxy Statement
In order for a shareholder to bring other business before a shareholder meeting, timely notice must be received by us within the time limits described in the immediately preceding paragraph. The shareholder's notice must contain:
• |
as to each matter: |
• |
a brief description of the business desired to be brought before the meeting; |
• |
the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the NewMarket bylaws, the language of the proposed amendment); |
• |
the reasons for conducting such business at the meeting; and |
• |
any material interest in such business of such shareholder and for the beneficial owner, if any, on whose behalf the proposal is made; and |
• |
as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, the information described above concerning shareholder director nominees with respect to the shareholder proposing such business. |
We will furnish any shareholder desiring a copy of our amended bylaws without charge by writing to our corporate secretary at
CERTAIN MATTERS RELATING TO PROXY MATERIALS
AND ANNUAL REPORTS
Notice of Internet Availability of Proxy Materials
If you received a Notice by mail, you will not receive a paper copy of the proxy materials unless you request one. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy card to vote over the Internet. Alternatively, you may vote by telephone, or order a paper copy of the proxy materials at no charge on or before
"Householding" of Proxy Materials and Annual Reports for Record Owners
We will provide without charge to each person to whom this proxy statement has been delivered, on the written request of any such person, a copy of our Annual Report on Form 10-Kfor the fiscal year ended
OTHER MATTERS
Our Board of Directors is not aware of any matters to be presented for action at the annual meeting other than as set forth in this proxy statement. However, if any other matters properly come before the annual meeting, or any adjournment or postponement thereof, the person or persons voting the proxies will vote them in accordance with their discretion.
43
Annex A
Independence Determination Guidelines
For a director to be deemed "independent," the Board of Directors of
1. |
A director is, or has been within the last three years, an employee of NewMarket, or an immediate family member is, or has been within the last three years, an executive officer, of NewMarket. Employment as an interim Chairman, Chief Executive Officer or other executive officer will not disqualify a director from being considered independent following such employment. |
2. |
A director has received or has an immediate family member, serving as an executive officer, who has received, during any twelve-month period within the last three years, more than |
3. |
( |
4. |
A director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of NewMarket's present executive officers at the same time serves or served on that company's compensation committee. |
5. |
A director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, NewMarket for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of |
A-1
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