DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

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☐		Preliminary Proxy Statement

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 14a-12

NEWMARKET CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee paid previously with preliminary materials.

☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

NEWMARKET CORPORATION

330 South Fourth Street

Richmond, Virginia 23219

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of NewMarket Corporation will be held at The Foundry Building, 500 Tredegar St., Richmond, Virginia on Thursday, April 27, 2023, at 10:00 a.m., Eastern Daylight Time, for the following purposes, as more fully described in the accompanying proxy statement:

To elect each of the seven director nominees named in this proxy statement for a one-year term or until his or her successor is duly elected and qualified;

To ratify the appointment of PricewaterhouseCoopers LLP as NewMarket’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

To consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers;

To consider and act on an advisory vote regarding the frequency of shareholder approval of the compensation paid to certain executive officers;

To approve the NewMarket Corporation 2023 Incentive Compensation and Stock Plan;

To consider and act on a shareholder proposal, if properly presented; and

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 February 28, 2023. Accordingly, only shareholders of record as of that date will be entitled to notice of and to vote at the annual meeting or any adjournment or postponement thereof.

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, Secretary

March 10, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2023

The company’s Proxy Statement for the 2023 Annual Meeting of Shareholders and the company’s Annual Report to Shareholders and Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at www.edocumentview.com/NEU.

TABLE OF CONTENTS


2023 Annual Meeting of Shareholders			1

Proposal 1: Election of Directors			3
Board of Directors			5
Board Leadership Structure			6
Board’s Role in Risk Oversight			7
Risk Assessment of Compensation Policies and Practices			7
Committees of our Board			7
Compensation of Directors			10
Certain Relationships and Related Transactions			11
Stock Ownership			12

Compensation Discussion and Analysis			14

The Compensation Committee Report			22

Compensation of Executive Officers			23

Audit Committee Report			36

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			38

Proposal 3: Advisory Vote on Approval of Executive Compensation (Say-on-Pay)			39

Proposal 4: Advisory Vote on the Frequency of Say-on-Pay Votes (Say-on-Frequency)			40

Proposal 5: Approval of NewMarket Corporation 2023 Incentive Compensation and Stock Plan			41

Proposal 6: Shareholder Proposal			48

Submission of Matters for 2024 Annual Meeting			50

Certain Matters Relating to Proxy Materials and Annual Reports			51

Other Matters			51

Annex A: NewMarket Corporation Independence Determination Guidelines			A-1

Annex B: NewMarket Corporation 2023 Incentive Compensation and Stock Plan			B-1

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

NEWMARKET CORPORATION

Approximate date of mailing — March 10, 2023

Date, Time and Place of Annual Meeting

The annual meeting of shareholders of NewMarket Corporation is scheduled to be held as follows:


Date:		Thursday, April 27, 2023

Time:		10:00 a.m., Eastern Daylight Time

Place:		The Foundry Building 500 Tredegar St. Richmond, Virginia 23219

Proposals to be Considered at the Annual Meeting

At the annual meeting, you will be asked to consider and vote on the following proposals:

to elect the seven director nominees named in this proxy statement;

to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

to consider and act on an advisory vote regarding the approval of the compensation paid to certain executive officers (say-on-pay);

to consider and act on an advisory vote regarding the frequency of say-on-pay votes (say-on-frequency);

to approve the NewMarket Corporation 2023 Incentive Compensation and Stock Plan;

to consider and act on a shareholder proposal, if properly presented; and

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 adjourn or postpone the annual meeting to solicit additional proxies.

Record Date

Our Board of Directors has fixed the close of business on February 28, 2023 as the record date for the annual meeting and only holders of record of NewMarket common stock on the record date are entitled to vote at the annual meeting. On the record date, there were outstanding 9,684,305 shares of NewMarket common stock.

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 February 28, 2023 will constitute a quorum at the annual meeting. If a share is represented for any purpose at the meeting, it is deemed to be present for the transaction of all business. Abstentions, withheld votes and shares held of record by a broker or its nominee that are voted on any matter are included in determining the number of votes present. Broker shares that are

not voted on any matter at the meeting will not be included in determining whether a quorum is present. In the event that a quorum is not present at the annual meeting, it is expected that the annual meeting will be adjourned or postponed to solicit additional proxies.

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-votes will have no effect on the election of directors.

The appointment of PricewaterhouseCoopers LLP will be ratified if the votes cast in favor of ratification exceed the number of votes cast against ratification. Abstentions will have no effect on the proposal to ratify the appointment of PricewaterhouseCoopers LLP.

The say-on-pay advisory 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-votes will have no effect on the say-on-pay advisory proposal.

The advisory vote on the frequency of say-on-pay votes will be adopted for state law purposes if the votes for one of the three options (one, two, or three years) exceed the votes cast for the other two options combined. However, the company will consider shareholders to have expressed a non-binding preference for the frequency option that receives the most favorable votes. Abstentions and broker non-votes will have no effect on the say-on-frequency vote.

The NewMarket Corporation 2023 Incentive Compensation and Stock Plan will be approved if the votes cast in favor of approval exceed the number of votes cast against approval. Abstentions and broker non-votes will have no effect on the proposal to approve the NewMarket Corporation 2023 Incentive Compensation and Stock Plan.

The shareholder proposal will be approved if the votes cast in favor of the proposal exceed the number of votes cast against the proposal. Abstentions and broker non-votes will have no effect on the shareholder 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 New York Stock Exchange, your broker may vote your shares in its discretion on “routine matters.” We believe that the ratification of the appointment of our independent registered public accounting firm is a routine matter on which brokers will be permitted to vote on behalf of their clients if no voting instructions are furnished. We believe that the election of directors, the say-on-pay advisory vote, the say-on-frequency advisory vote, the approval of the incentive compensation and stock plan and the shareholder proposal are not routine matters. When a matter is not routine and brokers have not received voting instructions from their clients, brokers cannot vote the shares on that matter. This is commonly referred to as a broker non-vote. Broker non-votes will have no effect on the election of director nominees, the say-on-pay advisory vote, the say-on-frequency advisory vote, the approval of the incentive compensation and stock plan and the shareholder proposal.

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 April 17, 2023 by following the instructions provided in the Notice. You can also vote in person at the meeting. The Notice and identification will be required to vote in person at the meeting.

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 PricewaterhouseCoopers LLP as our

independent registered public accounting firm, “FOR” the advisory resolution approving the compensation paid to certain executive officers, for “ONE YEAR”for the advisory say-on-frequency resolution, “FOR” the approval of the incentive compensation and stock plan, “AGAINST” the shareholder proposal, and in the discretion of the proxy holders on any other matters that properly come before the annual meeting or any adjournments or postponements of the annual meeting.

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:

by delivering written notification to NewMarket at its principal executive offices at 330 South Fourth Street, Richmond, Virginia 23219, Attention: Corporate Secretary;

by changing your vote or revoking your proxy by telephone or over the Internet;

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);

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

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 Alliance Advisors, LLC, a proxy solicitation firm, to assist in the solicitation of proxies. We will pay that firm $9,000 for its services and reimburse its out-of-pocket expenses for such items as mailing, copying, phone calls, faxes and other related matters, and will indemnify Alliance Advisors, LLC against any losses arising out of that firm’s proxy soliciting services on our behalf.

PROPOSAL 1:

ELECTION OF DIRECTORS

The Nominating and Corporate Governance Committee has recommended to our Board of Directors, and our Board of Directors has approved, the persons named below as nominees for election to our Board of Directors. Each of the nominees presently serves as a director. Proxies will be voted for the election as directors for the ensuing year of the persons named below (or if for any reason unavailable, of such substitutes as our Board of Directors may designate). Our Board of Directors has no reason to believe that any of the nominees will be unavailable to serve.

The below matrix summarizes, among other characteristics, the principal skills and experience that the Nominating and Corporate Governance Committee considered for each director nominee when evaluating that nominee’s experience and qualifications to serve as a director. Additional information about each nominee’s background, business experience and other matters, as well as a more fulsome description of how each nominee’s experience qualifies him or her to serve as a director of the Company, is provided in the disclosures about each nominee that follow the below matrix.

Mark

Gambill

Bruce

Gottwald

Thomas

Gottwald

Patrick

Hanley

Hiter

Harris

James

Rogers

Ting

Skills and Experience

Leadership

✓

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

African American/Black

Asian/Pacific Islander

✓

White/Caucasian

✓

Hispanic

Native American

Gender

Male

✓

Female

✓

Mark M. Gambill; age 72; director since 2009; co-founder of Cary Street Partners (financial advisory and wealth management firm) and currently Chairman Emeritus, having previously worked for Wheat First Securities from 1972, including serving as chairman of the underwriting committee, until it was sold to First Union Corporation (now Wells Fargo & Company) in 1998. Mr. Gambill also previously served as a director of Speedway Motorsports, Inc., including as chairman of the Audit Committee. Mr. Gambill brings to the Board of Directors over thirty-five years of involvement in the capital markets. Mr. Gambill also adds to the Board of Directors his entrepreneurial and financial expertise as well as his board and board committee experiences as a director of other public companies.

Bruce C. Gottwald; age 89; director since 1962; after having served as Chairman of NewMarket and its predecessor Ethyl Corporation for approximately twenty years, Mr. Gottwald stepped down as Chairman on July 29, 2014 and agreed to continue serving as a Director. Mr. Gottwald also previously served as Chief Executive Officer of Ethyl Corporation. From 1998 through 2004, Mr. Gottwald served as an independent director of CSX Corporation. As the former Chief Executive Officer of Ethyl Corporation and long-time Chairman of the company, Mr. Gottwald contributes to the Board of Directors key operational and leadership experience with the company and extensive knowledge of the chemical industry and history of the company. His background and experience enable him to add institutional and industry insight to Board discussions.

Thomas E. Gottwald; age 62; director since 1994; Chairman of the Board since July 29, 2014; President and Chief Executive Officer of NewMarket since March 3, 2004, having previously served as President and Chief Executive Officer of Ethyl Corporation from June 1, 2001 through June 30, 2004 and President and Chief Operating Officer of Ethyl prior thereto. As President and Chief Executive Officer of the company, Mr. Gottwald brings to the Board of Directors knowledge of the company’s operations and history as well as expertise regarding the industry as a whole.

Patrick D. Hanley; age 78; director since 2004; non-executive Chairman of Gallium Technologies, LLC (software start-up specializing in accounts receivable software) from February 2011 until January 2016, having previously served as President and Chief Executive Officer of Gallium Technologies, LLC until January 2011. Mr. Hanley also previously served as Senior Vice President-Finance and Accounting of UPS Ground Freight, Inc., formerly Overnite Corporation (truckload and less-than-truckload carrier and wholly owned subsidiary of United Parcel Service, Inc.), and also as Director, Senior Vice President and Chief Financial Officer of Overnite Corporation. Mr. Hanley also previously served in managerial positions at Union Pacific Resources Group, Union Pacific Corporation and Ford Motor Company. From 2010 through 2016, Mr. Hanley also served on the board of directors of Xenith Bankshares, Inc. Other directorships include Old Dominion Freight Line, Inc., where he serves on the audit and compensation committees. Mr. Hanley brings to the Board of Directors insight and knowledge into the management of public companies as well as accounting, finance and Securities and Exchange Commission and merger and acquisition experience.

H. Hiter Harris, III; age 62; director since 2015; co-founded Harris Williams in 1991, where he serves as Founder and Chairman Emeritus. In 2022, Mr. Harris co-founded Cap91 Partners, LLC, a private equity firm investing in minority, sponsor backed co-investments, where he serves as Managing Director. Having advised on more than 200 mergers and acquisitions transactions at an international investment banking firm focused on the middle market, Mr. Harris brings to the Board of Directors a wealth of transactional experience and financial expertise, as well as significant knowledge of middle market companies.

James E. Rogers; age 77; director since 2003; former chairman of BackOffice Associates, LLC (provider of SAP data quality, migration and governance solutions); previously served as President of SCI Investors Inc. (private equity investment firm) until January 1, 2011. Mr. Rogers was CEO of Specialty Coatings Inc. from 1991 to 1993 and an executive of James River Corporation from 1971 to 1993. Mr. Rogers brings to the Board of Directors leadership experience and expertise regarding the management of public companies due to his board and board committee experience and his previous membership on the boards of Caraustar Industries, Inc., Wellman, Inc., Cadmus Communications, Owens & Minor, Inc. and Chesapeake Corporation.

Ting Xu; age 57; director since 2022; Founder and Chairwoman of Evergreen Enterprises (manufacturer and wholesaler of home and garden décor items) since 1993, Chairwoman and Majority Owner of Plow & Hearth (multi-channel retailer of hearth, home and outdoor living items) since 2010 and Vivaterra (multi-channel retailer of eco-friendly and globally-inspired décor) since 2014. Ms. Xu is also an active leader in the Richmond business and civic community, serving in leadership roles at several community organizations. From her business and community experience, Ms. Xu brings to the Board of Directors significant entrepreneurial and leadership capabilities, as well as a business to consumer perspective and expertise in global logistics.

Our Board of Directors unanimously recommends that you vote “FOR” each of the nominees listed above.

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.com under Investor Relations, Corporate Governance.

Independence of Directors

Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has affirmatively determined that each of the following directors is “independent” under the general listing standards of the New York Stock Exchange, the exchange on which shares of NewMarket common stock are listed, and our Corporate Governance Guidelines: Messrs. Gambill, Hanley, Harris, and Rogers and Ms. Xu. Our Board has adopted categorical

standards, as part of our Corporate Governance Guidelines, to assist it in making determinations of independence. Each of the directors identified as independent in this proxy statement meets these standards. A copy of these standards is attached as Annex A to this proxy statement. In determining the independence of Mr. Harris, the Board considered his role as co-founder and Chairman Emeritus of Harris Williams & Co., a wholly owned subsidiary of PNC Bank, N.A., which is a part of The PNC Financial Services Group, Inc. (NYSE: PNC). Affiliates of PNC provide various financial and banking services to us, including acting as a participant in our revolving credit facility. Our Board determined that these payments and relationships were not material and did not impair Mr. Harris’ independence.

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 2022, our Board held five meetings. During 2022, 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.

Meetings of Non-Management Directors; Lead Director

Our Corporate Governance Guidelines require that the non-management members of our Board of Directors meet in executive session at each regularly scheduled board meeting. The Lead Director chairs all meetings of non-management directors, 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-management directors at the meeting. Shareholders and other interested persons may contact any of the non-management directors 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-management directors or a specified individual member of our Board, including the Lead Director, in writing by mail c/o NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219, Attention: Chief Legal Officer. All communications will be forwarded to our Board of Directors, the specified committee of our Board or the specified individual director, as appropriate. We screen all regular mail for security purposes.

Board Leadership Structure

Currently, Thomas E. Gottwald, our Chief Executive Officer, serves as the Board’s Chairman. Thomas E. Gottwald succeeded Bruce Gottwald as Chairman who served in that role from June 2001 through July 2014 and continues to serve as a non-employee director of the company. Patrick D. Hanley currently serves as the Board’s Lead Director.

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 Bruce Gottwald, the Chief Executive Officer of Ethyl Corporation (NewMarket’s predecessor) until 2001, serve as its Chairman. Thomas E. Gottwald has been serving as our President and Chief Executive Officer since 2004 and served in the same role at Ethyl Corporation from 2001 through 2004. As such, he brings to the chairmanship extensive knowledge of our industry in general and the company’s business in particular. The Board believes

this leadership structure promotes the development of long-term strategic plans and facilitates the implementation of such plans.

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-employee directors, 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-day assessment 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 Thomas E. Gottwald’s understanding and insights of the material risks inherent in our business.

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. The Nominating and Corporate Governance Committee monitors and evaluates the implementation of our Corporate Governance Guidelines. While the Board committees are responsible for initially monitoring certain risks, the entire Board of Directors is kept informed of the significant risks facing the company through management and committee reports about such risks and the steps being taken to mitigate these risks.

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. Bruce C. Gottwald (Chairman), Thomas E. Gottwald and Patrick D. Hanley. During 2022, the Executive Committee did not meet. The Executive Committee exercises all of the powers of our Board of Directors in the management of the ordinary business of our company when our Board of Directors is not in session.

Audit Committee

Messrs. Harris (Chairman), Gambill and Rogers currently serve on the Audit Committee. The Audit Committee operates under a written charter adopted by our Board of Directors, which is available on our website at http://www.newmarket.com under Investor Relations, Corporate Governance. During 2022, the Audit Committee met on five occasions. The primary function of the Audit Committee is to assist our Board of Directors in discharging its oversight responsibilities relating to our accounting, reporting, including our internal control over financial reporting, and financial practices by monitoring:

(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 Nominating and Corporate Governance Committee, our Board of Directors has determined that each of the members of the Audit Committee is “independent,” as that term is defined under the enhanced independence standards for Audit Committee members in the Securities Exchange Act of 1934 (the Exchange Act) and the rules thereunder, as incorporated into the listing standards of the New York Stock Exchange, and in accordance with our Audit Committee charter. Our Board of Directors has also determined that each of the members of the Audit Committee is an “Audit Committee financial expert,” as that term is defined under Securities and Exchange Commission rules. Our Board has further determined that each of the members of the Audit Committee is financially literate and that each of the members of the Audit Committee has accounting or related financial management expertise, as such terms are interpreted by our Board in its business judgment.

Compensation Committee

Messrs. Rogers (Chairman) and Hanley and Ms. Xu currently serve on the Compensation Committee. The Compensation Committee operates under a written charter adopted by our Board of Directors, which is available on our website at http://www.newmarket.com under Investor Relations, Corporate Governance. Our Board of Directors has determined that each of the members of the Compensation Committee is “independent” under the general independence standards of the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines. During 2022, the Compensation Committee met on four occasions. This committee reviews and approves the compensation of our directors, management-level employees and, together with all of our independent directors, approves the compensation of our Chief Executive Officer. It also approves bonus awards for key executives, certain consultant agreements and initial salaries of new management-level personnel and grants awards under our equity compensation plans. The committee has the sole authority to retain and terminate compensation consultants or other advisors to assist it with its duties. The committee has the sole authority to approve the fees and other retention terms of any such consultant or advisor. The committee may form and delegate its authority to subcommittees where appropriate. For a discussion of the objectives and philosophy of our executive compensation program, see “Compensation Discussion and Analysis” beginning on page 14.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Messrs. Gambill (Chairman) and Harris and Ms. Xu. The Nominating and Corporate Governance Committee operates under a written charter adopted by our Board of Directors, which is available on our website at http://www.newmarket.com under Investor Relations, Corporate Governance. Our Board of Directors has determined that each of the members of the Nominating and Corporate Governance Committee is “independent” under the general independence standards of the listing standards of the New York Stock Exchange and our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee met on three occasions during 2022. This committee develops and recommends to our Board of Directors appropriate corporate governance guidelines and policies, monitors and evaluates the implementation of these guidelines and policies, identifies individuals qualified to act as directors, recommends director candidates to our Board for nomination by our Board, and leads the Board in its annual review of the Board’s and management’s performance.

Nominating and Corporate Governance Committee Process for Identifying and Evaluating Director Candidates. The Nominating and Corporate Governance Committee evaluates all director candidates in accordance with the director qualification standards described in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee evaluates any candidate’s qualifications to serve as a member of our Board based on the skills and experience of individual board members as well as the skills and experience of our Board as a whole. In addition, the Nominating and Corporate Governance Committee will evaluate a candidate’s independence, skills and experience in the context of our Board’s needs. While the Board of Directors does not believe that establishing racial or gender quotas will result in a more effective Board, the Nominating and Corporate Governance Committee and the Board believe it is both valuable and desirable for the Board to be composed of individuals who represent a diverse mix of backgrounds, skills and experiences in order to enhance the Board’s deliberations and discussions. And, specifically, the Nominating and Corporate Governance Committee considers both race and gender as measures of diversity in connection with any new director search process.

Director Candidate Recommendations and Nominations by Shareholders. The Nominating and Corporate Governance Committee’s charter provides that the Nominating and Corporate Governance Committee will consider director candidate recommendations by shareholders. Shareholders should submit any such recommendations for the Nominating and Corporate Governance Committee through the method described under “—Communications with Our Board” above. In addition, in accordance with our amended bylaws, any shareholder entitled to vote for the election of directors may nominate persons for election to our Board of Directors so long as that shareholder complies with the procedures set forth in our amended bylaws and summarized in “Submission of Matters for 2024 Annual Meeting— Shareholder Director Nominations” beginning on page 50. There are no differences in the manner in which the committee evaluates director candidates based on whether the candidate is recommended by a shareholder. The Nominating and Corporate Governance Committee did not receive any recommendations from any shareholders in connection with the annual meeting.

Code of Conduct

We have adopted a Code of Conduct, which is available on our website at http://www.newmarket.com under Investor Relations, Corporate Governance, that outlines the principles, policies and laws that are intended to guide our directors, officers and employees (including our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer). We maintain several methods for the reporting of violations of our Code of Conduct or other concerns, including a toll-free hotline. We prohibit retaliation of any kind against employees for good faith reports of ethical violations.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K 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.

Availability of Corporate Governance Guidelines, Code of Conduct and Committee Charters

Our Corporate Governance Guidelines, Code of Conduct and the charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are available on our website at

http://www.newmarket.com under Investor Relations, Corporate Governance, and in print to any shareholder upon request by contacting our corporate secretary at NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219.

Compensation of Directors

Our Board determines the form and amount of compensation for our non-employee directors based on the recommendation of the Compensation Committee, which conducts an annual review of compensation for our non-employee 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.

The following table and related footnotes present information relating to total compensation of our non-employee directors for the fiscal year ended December 31, 2022. Mr. Thomas E. Gottwald, our President and CEO, does not receive any compensation for his services as Chairman, other than a retirement benefit as described below under “—Directors’ Retirement Benefits,” the change in the actuarial present value of which is disclosed in the Summary Compensation Table on page 23.


Name	Fees Earned or Paid in Cash($)	Stock Awards (1)($)	Non-Equity Incentive Plan Compensation($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings (2)($)	All Other Compensation ($)	Total ($)

Mark M. Gambill	$110,000	$89,987	$0	—	0		$199,987

Bruce C. Gottwald	95,000	—	0	$0	0		95,000

Patrick D. Hanley	120,000	89,987	0	—	0		209,987

H. Hiter Harris	115,000	89,987	0	—	0		204,987

James E. Rogers	115,000	89,987	0	—	0		204,987

Ting Xu	71,250	89,987	0	—	0		161,237

(1)	Represents the aggregate grant date fair market value of the 299 shares of our common stock awarded to each non-employee director on July 1, 2022, computed in accordance with FASB ASC Topic 718. For a description of this plan, see “— Annual Stock Retainer” below.

(2)

Represents the aggregate change in the actuarial present value from January 1, 2022 to December 31, 2022 of the retirement benefits for eligible directors described under “Directors’ Retirement Benefits” below. Messrs. Gambill, Hanley, Harris and Rogers and Ms. Xu are not eligible for this benefit. The actuarial present value is calculated using the same assumptions we use for financial reporting purposes, except that normal retirement age is age 60. The discount rate for 2022 was assumed to be 5.625%. Decreases in actuarial present value are reported as $0. The actual decrease for Mr. Gottwald was $13,212.

Non-Employee Directors’ Fees

Our annual board cash retainer is $95,000. We pay $23,750 of the annual board cash retainer to each non-employee director quarterly. In addition to the annual board cash retainer payments, we also make quarterly payments of (a) $1,250 to each member of our Audit Committee and $5,000 to the Chairman of our Audit Committee; (b) $3,750 to the Chairman of our Compensation Committee; (c) $2,500 to the Chairman of our Nominating and Corporate Governance Committee; and (d) $6,250 to the Lead Director. Each non-employee director is eligible for an annual stock grant of approximately $90,000 based on the formula set forth below under the heading “—Annual Stock Retainer.” We do not pay retainer or attendance fees to employee members of our Board of Directors for their service on our Board or its committees, including to our Chairman.

Directors’ Retirement Benefits

Any director who was elected to our Board on or before February 23, 1995 and who retires from our Board will receive $12,000 per year for life after age 60 under our Director Retirement Plan. The $12,000 is payable in quarterly installments. The retirement payments to former directors may be discontinued under certain circumstances. As of December 31, 2022, Messrs. Bruce C. Gottwald and Thomas E. Gottwald were eligible for this benefit upon their retirement after age 60.

Annual Stock Retainer

Each non-employee director is awarded on each July 1 a number of whole shares of our common stock that, when multiplied by the closing price of our common stock on the immediately preceding business day, equals as nearly as possible but does not exceed $90,000. The shares are fully vested and nonforfeitable upon grant. Subject only to the stock ownership guidelines described below and the limitations on transfer as may be specified by applicable securities laws, directors may sell their shares at any time. Mr. Bruce C. Gottwald elected to decline his 2022 award.

Share Ownership Guidelines

Consistent with their responsibilities to our stockholders, each of the non-employee directors is required to maintain a financial stake in the company. To this end, each non-employee director must own shares of our stock with a fair market value of at least five times their annual cash director fee. The Compensation Committee annually reviews and monitors each director’s compliance with these guidelines. Until the director meets the ownership guidelines, the director must retain 100% of the shares granted through the annual stock retainer. Each current non-employee director is in compliance with these guidelines.

Certain Relationships and Related Transactions

Thomas E. Gottwald, President, Chief Executive Officer and Chairman of the Board of Directors of our company, is a son of director Bruce C. Gottwald. The members of the family of Bruce C. Gottwald may be deemed to be control persons of our company. Thomas D. Gottwald, son of Thomas E. Gottwald, serves as Vice President, Environmental, Health and Safety of the company. In 2022, his total annual compensation was approximately $263,515. Daniel C. Gottwald, son of Thomas E. Gottwald, currently serves as President, Ethyl Corporation. In 2022, his total annual compensation was approximately $188,178, including reimbursement for education expenses, allowances for moving, resettlement and housing and related gross ups. Edward P. Gottwald, son of Thomas E. Gottwald, currently serves as Vice President, The Americas, of the company. In 2022, his total annual compensation was approximately $276,978. William N. Hazelgrove, son of Bruce R. Hazelgrove, III, serves as a Senior Global Business Manager of the company. In 2022, his total annual compensation was approximately $142,398. All four individuals also participate in the general welfare plans offered to employees of the company.

During 2022, a provider of pension asset management services was also a beneficial owner of at least 5% of NewMarket common stock. The London Company provided asset management services to the company’s pension plan and received approximately $740,283 in fees for such services in 2022. The investment management agreement was entered into on an arm’s-length basis in the ordinary course of business and was reviewed and approved by the Audit Committee.

Our policy is to require that any transaction with a related person required to be reported under applicable Securities and Exchange Commission rules be reviewed by a committee consisting of independent directors. This committee approves transactions that it determines are not inconsistent with the company’s and the company’s shareholder’s interests. We have not adopted procedures for review of, or standards for approval of, these transactions, but instead review related person transactions on a case-by-case basis.

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 February 28, 2023, of more than 5% of our outstanding voting shares.


Title of Class	Name and Address of Beneficial Owners	Number of Shares			Percent of Class

Common Stock	Bruce C. Gottwald 330 South Fourth Street Richmond, Virginia 23219		1,226,811	⁽¹⁾	12.7%

	Bank of America Corporation Bank of America Corporate Center 100 N Tryon Street Charlotte, North Carolina 28255		928,204	⁽²⁾	9.6%

	The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355		706,908	⁽³⁾	7.3%

	The London Company 1800 Bayberry Court, Suite 301 Richmond, VA 23226		676,173	⁽⁴⁾	7.0%

	BlackRock Inc. 55 East 52nd Street New York, New York 10055		614,717	⁽⁵⁾	6.3%

	Thomas E. Gottwald 330 South Fourth Street Richmond, Virginia 23219		558,254	⁽⁶⁾	5.8%

(1)

As of February 28, 2023, Bruce C. Gottwald had sole voting and investment power over all of the shares disclosed except 18,371 shares held by his wife and 23,577 shares held in a charitable foundation as to which he disclaims beneficial ownership. This amount does not include an aggregate of 1,008,192 shares (10.4%) of NewMarket common stock beneficially owned by the adult sons of Bruce C. Gottwald (such amounts including the shares reported above as beneficially owned by Thomas E. Gottwald) or an aggregate of 404,335 shares (4.2%) of NewMarket common stock beneficially owned by three separate trusts of which each of the adult sons of Bruce C. Gottwald and his wife are co-trustees.

(2)	Information provided is based solely on an amendment to Schedule 13G filed on February 14, 2023 by Bank of America Corporation, which has shared voting power over 926,288 shares and shared dispositive power over 913,220 shares.

(3)	Information provided is based solely on an amendment to Schedule 13G filed on February 9, 2023 by The Vanguard Group, which has sole dispositive power over 695,123 shares, shared voting power over 5,003 shares and shared dispositive power over 11,785 shares.

(4)	Information provided is based solely on an amendment to Schedule 13G filed February14, 2023 by The London Company, which has sole voting power over 676,173 shares, sole dispositive power over 619,561 shares and shared dispositive power over 56,612 shares.

(5)	Information provided is based solely on an amendment to Schedule 13G filed on February 1, 2023 by BlackRock, Inc., which has sole voting power over 591,433 shares and sole dispositive power over all 614,717 shares.

(6)	As of February 28, 2023, Thomas E. Gottwald had sole voting and investment power over all of the shares disclosed except 5,087 shares held by his wife, as to which he disclaims beneficial ownership, and 31,948 shares held in various trusts for which he serves as co-trustee.

Directors and Executive Officers

The following table sets forth as of February 28, 2023, the beneficial ownership of NewMarket common stock by all of our directors, our Chief Executive Officer and our other executive officers listed under “Compensation Discussion and Analysis—Executive Summary” on page 14 and all of our directors and current executive officers as a group. Unless otherwise indicated, each person listed below has sole voting and investment power over all shares beneficially owned by him or her.


Name of Beneficial Owner or Number of Persons in Group	Number of Shares with Sole Voting and Investment Power		Number of Shares with Shared Voting and Investment Power			Total Number of Shares		Percent of Class ⁽¹⁾

Mark M. Gambill		3,156		276	⁽²⁾		3,432

Bruce C. Gottwald		1,184,503		42,308	⁽³⁾		1,226,811		12.7	%

Thomas E. Gottwald		521,219		37,035	⁽⁴⁾		558,254		5.8	%

Patrick D. Hanley		3,809		1,200	⁽⁵⁾		5,009

Regina A. Harm⁽⁶⁾		6,091		—			6,091

H. Hiter Harris, III		1,522		—			1,522

Bruce R. Hazelgrove, III		206,614		7,559			214,173⁽⁷⁾		2.2	%

Bryce D. Jewett		1,881		—			1,881

Brian D. Paliotti		5,593		—			5,593

James E. Rogers		3,205		—			3,205

Ting Xu		299		—			299

Directors and executive officers as a group (13 persons)⁽⁶⁾		1,938,631		81,489			2,020,120		20.9	%

(1)	Except as indicated, each person or group owns less than 1% of NewMarket common stock.

(2)	Such shares are owned jointly by Mr. Gambill and his wife.

(3)	Mr. Bruce C. Gottwald disclaims beneficial ownership of all 42,308 shares.

(4)	Mr. Thomas E. Gottwald disclaims beneficial ownership of 5,087 of such shares which are owned by his spouse.

(5)	Such shares are owned jointly by Mr. Hanley and his wife.

(6)	As previously disclosed, Mrs. Harm stepped down from her role as President of Afton Chemical Corporation effective December 31, 2022 and intends to retire from NewMarket in 2023. She is not included in the group total.

(7)	Includes 187,884 shares held in trusts for the benefit of non-family members over which Mr. Hazelgrove now serves as sole or joint trustee.

Delinquent Section 16(a) Reports

The Form 3 for Ms. Gail Ridgeway was filed late. Ms. Ridgeway was appointed Controller effective January 1, 2023, and her Form 3 was filed on January 17, 2023 and amended on March 2, 2023.

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 2022 are:

Thomas E. Gottwald, Chairman, President and Chief Executive Officer

Regina A. Harm, President of Afton Chemical Corporation (through December 31, 2022)

Bruce R. Hazelgrove, III, Executive Vice President and Chief Administrative Officer

Brian D. Paliotti, Vice President and Chief Financial Officer (through December 31, 2022)

Bryce D. Jewett, III, Vice President and General Counsel

As previously disclosed, effective January 1, 2023, Mr. Paliotti succeeded Mrs. Harm as President of Afton Chemical Corporation and William J. Skrobacz succeeded Mr. Paliotti as Vice President and Chief Financial Officer. Mrs. Harm intends to retire from NewMarket in 2023. Mr. Skrobacz joined NewMarket in May 2011 and most recently served as the company’s Controller and Principal Accounting Officer.

Highlighted in the sections that follow are business results and compensation decisions for 2022, which demonstrate the close alignment between pay and performance for our NEOs.

2022 Business Highlights

Business performance in 2022:

Our Safety Record was one of the best in the industry with a recordable injury rate in 2022 of 0.44.

Net Income for 2022 was $280 million, or $27.77 per share, compared to net income of $191 million, or $17.71 per share, for 2021.

Petroleum additives sales were $2.8 billion compared to sales in 2021 of $2.3 billion. Petroleum additives operating profit for 2022 was $378 million compared to $281 million last year. The increase was mainly due to increased selling prices partially offset by higher raw material and operating costs.

During 2022, we funded capital expenditures of $56 million and returned $292 million to our shareholders through dividends ($84 million), and share repurchases (668,553 shares of our common stock for a total of $208 million).

2022 Compensation Decisions

Highlights of our 2022 executive compensation program include:

We gave our NEOs modest salary raises designed to align NEO pay with our peers.

We awarded our NEOs annual cash bonuses consistent with our financial performance and each NEO’s individual performance.

We granted performance awards to align NEO pay with company performance and shareholder interest.

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 generally do not provide significant perquisites. We have adopted a clawback policy that permits us to recover incentive compensation paid to executives in connection with a restatement of the Company’s financial statements.

2022 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 2022 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 2022 peer group pay.

For 2022, approximately 43% of our CEO’s total direct compensation, and approximately 54% of our other NEOs’ average 2022 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 our company. The compensation program objectives are to attract, motivate and retain the qualified executives that are crucial to our continued success, as well as to align the interests of our executives and shareholders. The compensation package of our NEOs generally consists of four main elements:

Base Salary – Market competitive annual fixed pay to compensate our executives for their contribution to the day-to-day management of the company;

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;

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

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 of 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 2022, the Committee engaged Frederic W. Cook & Co., Inc. (FWC) as its compensation consultant to advise it on our executive and director compensation programs and to provide it with market compensation data. FWC does not perform any other services for the company. FWC assists the Committee with selecting the members of the company’s compensation peer group, provides the Committee comparative market data on compensation levels for our executive officers and compensation practices and programs of our peer group and advises the Committee on the design of our executive compensation program. The Committee has determined that the work performed for the Committee by FWC in 2022 did not raise any conflict of interest.

Result of 2022 Say-On-Pay Vote

At our annual meeting in 2022, our shareholders voted on our executive compensation program (the say-on-pay vote) and approved it (on an advisory basis) by 98.5% 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-pay vote.

Our Compensation Peer Group

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-industry that are comparable to us in terms of revenue and market capitalization. Our peer group for 2022 was substantially the same as it was for 2021. Ferro Corporation, Kraton Corporation and W.R. Grace & Co. were removed from the group as they are no longer publicly traded companies. GCP Applied Technologies Inc., Ingevity Corporation and Quaker Chemical Corporation were added to the group as suitable replacements for the companies that were removed. In relation to the peer group, we are nearly at the median measured by revenue, operating income and market capitalization, and between the median and 75th percentile measured by net income as of June 1, 2022, or the most recently reported four quarters.

The following 14 companies comprise the peer group used in connection with evaluating our 2022 executive compensation program:


Albemarle Corporation	H.B. Fuller Company	RPM International Inc.
Avient Corporation	Ingevity Corporation	Sensient Technologies Corporation
Cabot Corporation	Innospec Inc.	Stepan Company
FMC Corporation	Minerals Technologies Inc.	Valvoline Inc.
GCP Applied Technologies Inc.	Quaker Chemical Corporation

Summary of Fiscal 2022 Compensation Decisions

For 2022, the Committee adopted an incentive plan that would reward the successful attainment of pre-established financial 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 return over any five-year period.

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 2022, the Committee reviewed and approved base salary increases as follows: Mrs. Harm was awarded a 2.8% increase effective June 1, 2022. Mr. Jewett was awarded a 2.8% increase effective August 1, 2022; Mr. Paliotti, Mr. Hazelgrove and Mr. Gottwald were each awarded a 2.8% increase effective September 1, 2022.

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 2022 base salaries for our NEOs ranged from between 93% and 113% 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-established formula to determine the maximum bonuses payable to our NEOs. The Committee has the ability to 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-established formula 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 $2,000,000. The Committee establishes the individual percentage of annual operating profit for each NEO based on each executive’s past and expected individual performance, expected company performance and projected operating profit, each NEO’s position and seniority and internal pay equity considerations. In setting these bonus percentages (and determining the final bonus payouts as described below), the Committee considers the various factors described above and does not target bonuses at a particular percentile or percentile range of the peer group data. No “threshold” or “target” bonus is established for any of the NEOs (as a percentage of base salary or otherwise).

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-recurring items, which for 2022 was approximately $363 million.¹ While annual operating profit is the sole metric used to determine the initial maximum bonuses, final bonuses may be based on the company’s performance measured against various other financial metrics, as well as the individual performance of each NEO measured against a variety of individual performance metrics.

For 2022, the maximum annual bonus percentage for Mr. Gottwald was set at 0.35% of operating profit, at 0.20%for Mrs. Harm and at 0.15% for the other NEOs in each case up to a maximum annual bonus of $2,000,000. Based on our 2022 operating profit of approximately $363 million, these percentages translated into initial maximum bonuses of $1,270,500 for Mr. Gottwald, $726,000 for Mrs. Harm and $544,500 for Messrs. Hazelgrove, Paliotti and Jewett.

¹ The 2022 operating profit of approximately $363 million is based on our 2022 operating profit (calculated in accordance with GAAP) of $355 million, excluding a charge of $8 million for the bonus expense.

Final 2022 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.

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-established weightings 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 2022 bonuses for the NEOs are as described below.

Company Performance

The company reported strong results in 2022 despite significant challenges across the globe. Petroleum additives revenue increased in 2022 to $2.8 billion from $2.3 billion in 2021.The company continued to operate safely throughout the year and continues to be one of the top performers in our industry with a worldwide injury/illness recordable rate in 2022 at 0.44. Petroleum additives operating profit for 2022 was $378.2 million, compared to $281.1 million in 2021. For the year, the operating profit increase was mainly due to increased selling prices partially offset by higher raw material and operating costs. Strong cash flows allowed for funding of capital expenditures of $56.2 million and improvements in shareholder value through $84.3 million paid in dividends.

Individual Performance

Mr. Gottwald, President, CEO and Chairman. The Committee considered Mr. Gottwald’s leadership through several global challenges and strong operating results in the evaluation of his compensation. Under Mr. Gottwald’s guidance and steady leadership, the team was able to successfully overcome the challenges brought on by raw material supply constraints, disruption in the supply chain and global events such as Russia and Ukraine conflict and resulting sanctions. Mr. Gottwald focused on leading through the external challenges in 2022 while maintaining the long-term vision for the business. R&D delivered on priority projects, the Commercial team brought in profitable new business and increased our market share and the Logistics and Customer Services teams successfully managed through unpresented supply chain issues. The team performed remarkably well, and the company experienced an increase in revenue and operating profit. 2022 was another year of strong cash flow and investment in the business.

Mrs. Harm, President of Afton. Mrs. Harm provided strong and steady leadership through continued global challenges including raw material constraints, high inflation and global disruptions including the sanctions resulting from the Russia and Ukraine conflict and an unprecedented flood in Illinois affecting our Sauget Plant. She led the team to focus on what was in their control and the business delivered on priority R&D projects and an increase in operating profit. She led the global manufacturing and supply organizations to continue operations safely and effectively through continued challenges and hurdles never seen before. Mrs. Harm embodies our culture and values and ensures she is visible and accessible to employees worldwide, fostering an open and collaborative culture. The Committee considered these factors in the evaluation of Mrs. Harm’s compensation.

Mr. Hazelgrove, CAO. Mr. Hazelgrove led his team in 2022 to help keep our employees safe, healthy and focused on operating effectively through a year of continued global challenges. The HR team focused on hiring, training and retention efforts that resulted in an annual quit rate of approximately 6.2%, which is below the reported quit rate within our industry classification (Bureau of Labor Statistics). The IT organization continued to support the business information technology needs of the company and improved our cybersecurity while staying under budget; our cybersecurity benchmark score (Bitsight) is rated advanced and continues to be one of the best in our industry. The Data Operations team delivered on key initiatives and business process improvements to support the

R&D and Supply organizations. Mr. Hazelgrove also successfully managed real estate projects with a focus on controlling and reducing costs. The Committee considered Mr. Hazelgrove’s leadership in several areas including human resources (HR), information technology (IT), data operations, and real estate in the evaluation of his compensation.

Mr. Paliotti, CFO. Mr. Paliotti successfully led his team to support the business through a year of continued challenges with valuable financial planning and analysis. Through Mr. Paliotti’s leadership, the finance team achieved significant process improvements saving the company money. He continued to play a key role on the NewMarket leadership team and supported the CEO on strategic initiatives. He led his team to partner with the regional sales and marketing teams on pricing initiatives supporting the company’s strong financial results. He successfully managed the company’s balance sheet which allowed $84million to be returned to shareholders in the form of dividends further increasing shareholder value. The Committee considered Mr. Paliotti’s strong and steady leadership of the finance organization in the evaluation of his compensation.

Mr. Jewett, VP, General Counsel. Mr. Jewett successfully led his team in support of the business’ needs with legal advice and strategic input. Through his leadership, the team successfully managed the cost of environmental matters, reduced legacy liabilities and delivered on several litigation and transactional matters. He also played a key role on all matters related to compliance and he provided valuable legal support on strategic initiatives. The Committee considered Mr. Jewett’s strong leadership of the Legal Department in the evaluation of his compensation.

The final bonuses recommended to and approved by the Committee for each NEO were less than the initial maximum amounts, in order 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 49% to 78% of the maximum bonus amounts. As a reflection of the company’s strong financial results, compared to 2021, annual cash compensation (base salary plus annual cash incentive compensation) increased by 6% for Mrs. Harm and Mr. Jewett, increased by 12% for Mr. Paliotti and increased by 10% for Mr. Hazelgrove and Mr. Gottwald. With consideration given to the company and individual performance, as well as the year over year changes in annual compensation, the Committee approved the bonus recommendations of the CEO for NEOs other than himself without any change.

The final 2022 bonus amounts as approved by the Committee for each NEO are set forth in the Summary Compensation Table on page 23.

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 2022 included a performance element in order to better align NEO pay with company performance and shareholder interest.

Performance Stock

In 2022, the company granted performance-based stock awards (Performance Stock) with a five-year performance period beginning in January 2022. These Performance Stock grants reward growth in long-term stockholder value through increases in earnings per share (excluding one-time/non-recurring items) (EPS) over a five-year period and are designed to

reflect the direct influence of our NEOs on our long-term financial performance. The Committee has selected EPS growth over a five-year period as the performance measure for these awards due to its belief that this measure provides a strong link to stockholder returns, and to directly connect such awards to the company’s stated goal of providing 10% shareholder return over any 5-year period.

Participants may earn between 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 December 31, 2026 is at least equal to the applicable Performance targets. If the target EPS is achieved at the end of the performance period, each NEO will receive 100% of the performance Stock award. If approximately 80% of the target EPS is achieved, each NEO will receive 50% of the Performance Stock award. Below threshold, 0% of the Performance Stock will vest. Attainment between threshold and target performance parameters is subject to interpolation on a linear basis, and no more than 100% of the Performance Stock award granted may be earned.

Each year, the company establishes strategic growth objectives designed to meet our goal of providing 10% shareholder return over any five-year period. The specific goals for earnings per share are in alignment with this strategy. We believe that the threshold goal has been established at levels that should be appropriately difficult to attain, and that the target goals will require considerable and increasing collective effort on the part of our employees, including our NEOs, to achieve.

The 2022 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 2023, 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 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-year period 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-qualified savings plan (the Savings Plan), designed to provide employees, including the NEOs, with a tax-effective method 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.

Other Policies

Share Ownership Guidelines

Consistent with their responsibilities to our stockholders, each of the NEOs is required to maintain a financial stake in the company. To this end, each of the NEOs must own shares of our common stock with a fair market value of at least the following annual cash salary multiples:


		Role				Salary multiple
		CEO				3X
		Other NEOs				1X

Ownership requirements may be fulfilled using the following shares:

Shares owned without restriction;

Unvested restricted stock;

Shares owned through our Savings Plan.

The Committee annually reviews and monitors each NEO’s compliance with the guidelines. New NEOs are given five years to comply with these requirements. Each of the current NEOs is in compliance with these guidelines or is reasonably proceeding with compliance as of the applicable five-year achievement period.

Clawback Policy

The company has adopted a formal policy requiring each current and former executive officer to forfeit any erroneously awarded incentive-based compensation received by any such officer during the three-year period preceding the date on which the company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws.

Deductibility of Executive Compensation under Code Section 162(m)

Section 162(m) of the Internal Revenue Code imposes a $1 million limitation on the deduction the company may take for the annual compensation (other than certain grandfathered compensation) paid to its CEO, CFO, its next three most highly compensated executive officers and anyone else who has been a covered executive after 2016. We may pay compensation that does not qualify for this exception and that is non-deductible under Section 162(m), based on the Committee’s evaluation of our business needs.

Anti-Hedging Policy

Our directors and executive officers are subject to certain anti-hedging restrictions including the prohibition from engaging in collars, forward sale contracts, swaps, locks, exchange funds or other hedging transactions involving Company securities. Our directors and executive officers are also prohibited from engaging in transactions in puts, calls, or other derivative securities related to Company securities.

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

						James E. Rogers (Chairman)
						Patrick D. Hanley
						Ting Xu
February 23, 2023

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 December 31, 2022.


Name and Principal Position	Year	Salary (1)($)		Bonus ($)		Stock Awards (2)($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)($)		All Other Compensation (5)($)		Total ($)
Thomas E. Gottwald	2022		$1,157,467		$0		$250,428		$0		$625,000		$0		$57,873		$2,090,768
President and Chief	2021		1,125,900		0		258,096		0		500,000		528,260		57,673		2,469,929
Executive Officer	2020		1,093,833		0		253,766		0		550,000		1,132,717		119,110		3,149,426

Brian D. Paliotti	2022		$504,667		$0		$204,924		$0		$425,000		$0		$25,233		$1,159,824
Vice President and	2021		456,933		0		210,811		0		375,000		109,938		22,847		1,175,529
Chief Financial Officer	2020		426,933		0		208,005		0		385,000		251,800		35,355		1,307,094

Regina A. Harm	2022		$594,867		$0		$227,520		$0		$525,000		$0		$30,173		$1,377,559
President of Afton	2021		578,675		0		234,454		0		475,000		358,490		28,934		1,675,553
Chemical Corporation	2020		557,025		0		230,886		0		500,000		538,470		41,294		1,867,674

Bruce R.	2022		$524,667		$0		$182,016		$0		$425,000		$0		$27,227		$1,158,910
Hazelgrove, III	2021		510,333		0		187,169		0		350,000		241,755		25,517		1,314,774
Executive Vice President and Chief Administrative Officer	2020		495,800		0		185,124		0		400,000		441,953		38,485		1,561,363

Bryce D. Jewett, III	2022		$428,958		$0		$159,421		$0		$325,000		$0		$21,448		$934,827
Vice President, General Counsel	2021		410,000				163,527				300,000		62,190		20,500		956,217

(1)

The amounts in this column represent salaries before employee (or 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 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-K for the fiscal year ended December 31, 2022.

(3)

Represents the amounts paid under the Executive Bonus Plan for the year indicated, which incorporates an objective, pre-established performance 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 Mr. Gottwald) the Director Retirement Plan, which collectively we refer to in this proxy statement as the “pension retirement plans.” None of the named executive officers have received above market earnings on any nonqualified deferred compensation plans for any of the years reported in the table. 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 2.875% discount rate for the measurement period ended December 31, 2020, a 2.875% discount rate for the measurement period ended December 31, 2021, and a 5.625% discount rate for the measurement period ended December 31, 2022, (c) the named executive officer will remain in our employ until he reaches the normal retirement age and (d) payments will be made on a straight-life monthly annuity basis. For a description of the assumptions we used, see Note 18 to our consolidated financial statements and the

discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” both of which are included in our annual report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated by reference into this proxy statement. Decreases in the actuarial present value are shown as $0.

(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 2022:


Name	Savings Plan		Excess Benefit Plan		Total

Thomas E. Gottwald		$15,250		$42,623		$57,873

Brian D. Paliotti		15,250		9,983		25,233

Regina A. Harm		7,934		21,810		29,744

Bruce R. Hazelgrove, III		15,250		10,983		26,233

Bryce D. Jewett, III		15,073		6,375		21,448

For Mrs. Harm and Mr. Hazelgrove, the amounts in this column also include $429 and $994, respectively, that such individual received as a service award including tax gross up.

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 December 31, 2022 to the named executive officers.


		Potential Future Payouts Under Non- Equity Incentive Plan Awards (1)					Estimated Future Payouts Under Equity Incentive Plan Awards (2)				Grant Date Fair Value of Stock Awards(3)
Name	Grant Date	Threshold	Target		Maximum		Threshold (# of shares)		Target (# of shares)		Grant Date Fair Value of Stock Awards(3)
Thomas E. Gottwald
Bonus Program	-	-		$625,000		$2,000,000
Performance Stock	2/25/2022							399		798		$250,428

Brian D. Paliotti
Bonus Program	-	-		425,000		2,000,000
Performance Stock	2/25/2022							327		653		204,924

Regina A. Harm
Bonus Program	-	-		525,000		2,000,000
Performance Stock	2/25/2022							363		725		227,520

Bruce R. Hazelgrove, III
Bonus Program	-	-		425,000		2,000,000
Performance Stock	2/25/2022							290		580		182,016

Bryce D. Jewett, III
Bonus Program	-	-		325,000		2,000,000
Performance Stock	2/25/2022							254		508		159,421

(1)

This column reflects the target and maximum amounts potentially payable under the 2022 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 2022 Executive Bonus Plan and amounts actually earned in 2022.

(2)

This column reflects the threshold and target amount of shares distributable under performance share awards granted on February 25, 2022 under our 2014 Incentive Compensation and Stock Plan. Awards will vest on the achievement of specified levels of earnings per share in the 2026 fiscal year. Target performance is the maximum performance level attainable under the awards.

(3)

Amounts included in this column represent the grant date fair value recognized with respect to the 2022 fiscal year in accordance with ASC 718 and is based on the maximum amounts attainable. For a discussion of valuation assumptions, see Note 16 to our consolidated financial statements, included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Outstanding Equity Awards at Fiscal Year-End

The following table presents information concerning the number and value of nonvested restricted stock and restricted stock units for the named executive officers outstanding as of the end of the fiscal year ended December 31, 2022. There were no other equity awards such as options, stock appreciation rights (SARs) or similar instruments or incentive plan awards for the named executive officers outstanding as of the end of the fiscal year ended December 31, 2022.


	Stock Awards
Name	Number of Shares That Have Not Vested (#)		Market Value of Shares That Have Not Vested (7) ($)		Equity Incentive Plan Awards – Number of Unearned Shares That Have Not Vested (#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested (7) ($)

Thomas E. Gottwald		0		$0		1175	(1)		$1,201,818
						625	(2)
						610	(3)
						655	(4)
						798	(5)

Brian D. Paliotti		0		0		825	(1)		917,775
						437	(2)
						500	(3)
						535	(4)
						653	(5)

Regina A. Harm		0		0		705	(1)		958,219
						500	(2)
						555	(3)
						595	(4)
						725	(5)

Bruce R. Hazelgrove, III		0		0		825	(1)		859,286
						437	(2)
						445	(3)
						475	(4)
						580	(5)

Bryce D. Jewett, III		250(6)		77,778		415	(4)		287,154
						508	(5)

(1)

Represent performance stock granted on March 14, 2018, which vest in full as determined by the Compensation Committee based on the Company’s attainment of pre-established earnings per share targets as of December 31, 2022 with Compensation Committee evaluation of performance to be made after the close of the 2022 fiscal year.

(2)

Represent performance stock granted on February 27, 2019, which vest in full as determined by the Compensation Committee based on the Company’s attainment of pre-established earnings per share targets as of December 31, 2023 with Compensation Committee evaluation of performance to be made after the close of the 2023 fiscal year.

(3)

Represent performance stock granted on February 25, 2020, which vest in full as determined by the Compensation Committee based on the Company’s attainment of pre-established earnings per share targets as of December 31, 2024 with Compensation Committee evaluation of performance to be made after the close of the 2024 fiscal year.

(4)

Represent performance stock granted on February 19, 2021, which vest in full as determined by the Compensation Committee based on the Company’s attainment of pre-established earnings per share targets as of December 31, 2025 with Compensation Committee evaluation of performance to be made after the close of the 2025 fiscal year.

(5)

Represent performance stock granted on February 25, 2022, which vest in full as determined by the Compensation Committee based on the Company’s attainment of pre-established earnings per share targets as of December 31, 2026 with Compensation Committee evaluation of performance to be made after the close of the 2026 fiscal year.

(6)	The shares reported here reflect a 2020 restricted stock award granted to Mr. Jewett on July 17, 2020, which will vest on the third anniversary of such date, provided he is employed by our company through such date, or upon his earlier termination due to death or disability.

(7)	The market value is based on the last sales price of our common stock as reported by the NYSE on December 30, 2022, which was $311.11.

Options Exercised/Stock Vested During Fiscal 2022

No options were exercised by, and no stock awards vested for, any of the NEOs during fiscal 2022.

Pension Benefits

The following table presents information as of December 31, 2022 concerning each defined benefit plan of our company that provides for payments or other benefits to the named executive officers at, following or in connection with retirement:


Name	Plan Name	Number of Years Credited Service (#)			Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)

Thomas E. Gottwald	Pension Plan		31	⁽¹⁾		$1,440,650		$0

	Excess Benefit Plan (Pension Plan Component)		31	⁽¹⁾		4,863,786		0

	Director Retirement Plan⁽²⁾		n/a			137,913		0

Brian D. Paliotti	Pension Plan		15			272,253		0

	Excess Benefit Plan (Pension Plan Component)		15			295,434		0

Regina A. Harm	Pension Plan		16			589,311		0

	Excess Benefit Plan (Pension Plan Component)		16			945,666		0

Bruce R. Hazelgrove, III	Pension Plan		26			1,257,550		0

	Excess Benefit Plan (Pension Plan Component)		26			1,353,441		0

Bryce D. Jewett, III	Pension Plan		2			51,461		0

	Excess Benefit Plan (Pension Plan Component)		2			31,383		0

(1)

As of December 31, 2022, Mr. Gottwald had 36 years of service with our company and affiliate or predecessor employers, but only 31 years were applicable as credits for service under the Pension Plan and Excess Benefit Plan. Mr. Gottwald could not apply his full 36 years of service with our company and affiliate or predecessor employers because he had not continuously worked for our company and affiliate or predecessor employers for 36 years. For a period of time, he worked for an entity unrelated to our company and affiliate or predecessor employers.

(2)

In exchange for his services as a director, Mr. Gottwald is eligible to participate in our Director Retirement Plan, which pays a lifetime benefit of $12,000 per year upon an eligible director’s retirement or on after the age of 60, regardless of years of service. See “Compensation of Directors—Directors’ Retirement Benefits” on page 11.

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 5.625% discount rate for the measurement period ended December 31, 2022, (c) the named executive officer will remain in our employ until he reaches the normal retirement age and (d) payments will be made on a straight-life monthly annuity basis. For a description of the assumptions we used, see Note 18 to our consolidated financial statements and the discussion in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” both of which are included in our annual report on Form 10-K for the fiscal year ended December 31, 2022 and incorporated by reference into this proxy statement.

Pension Plan

We maintain the Pension Plan, which is a defined benefit plan that covers, generally, full-time salaried U.S. employees of our company and participating subsidiaries who are not covered by a collective bargaining agreement. We have reserved the right to terminate or amend the Pension Plan at any time, subject to certain restrictions identified in the Pension Plan.

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 December 31, 2022, were: Thomas E. Gottwald, 31; Brian D. Paliotti, 15; Regina A. Harm, 16; Bruce R. Hazelgrove, III, 26; and Bryce D. Jewett, III, 2. Benefits under the pension retirement plans are computed on the basis of a life annuity with 60 months guaranteed payments. The benefits are not subject to reduction for Social Security. On December 31, 2000, we terminated our tax-qualified defined benefit plan for our salaried employees in the United States, which for the purposes of this discussion we refer to as the prior plan, and implemented the Pension Plan with an identical formula on January 1, 2001. For purposes of determining pension benefit service under the Pension Plan, participants receive credit for years of pension benefit service earned under the prior plan; however, their benefits under the Pension Plan are offset by benefits that we paid to them under the prior plan.

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 December 31, 2000 accrued benefit under the prior plan, which we paid out when we terminated the prior plan.

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 $25,000 may be paid as a lump sum.

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 benefits companies may pay 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 month 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 January 1, 2005, at the same time and in the same form as benefits are paid to the eligible individuals under the Pension Plan and (B) with respect to benefits earned after December 31, 2004, in an annuity form elected by the participant and (2) the Savings Plan component is paid in cash (a cash amount equal to the fair market value of our common stock on the date of payment) in a lump sum following termination of employment. For those participants who are considered “key employees” under the Internal Revenue Code, generally they will not begin to receive payment on benefits they earn under the Excess Benefit Plan after December 31, 2004 for six months following termination of their employment. All benefits under the Excess Benefit Plan vest if the participant is terminated (other than for reasons of fraud and dishonesty) within three years of a change in control of our company (as defined in the Excess Benefit Plan). All of our named executive officers are currently 100% vested in their Excess Benefit Plan benefits, other than Mr. Jewett, who joined NewMarket in 2020.

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 27.


Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY⁽¹⁾ ($)		Aggregate Earnings in Last FY ($)			Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)

Thomas E. Gottwald		$0		$42,623		$(424,886	)		$0		$4,231,202

Brian D. Paliotti		0		9,983		(3,084	)		0		43,629

Regina A. Harm		0		21,810		(8,944	)		0		113,490

Bruce R. Hazelgrove, III		0		10,983		(11,012	)		0		122,946

Bryce D. Jewett, III		0		6,375		(645	)		0		14,109

(1)

For further discussion, see footnote 5 under the Summary Compensation Table on page 23.

Potential Payments Upon Termination or Change in Control

We have not entered into any employment, severance, change-in-control or 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 and which are generally payable on any termination of a named executive officer’s employment; (ii) employee benefit plans and arrangements that do not discriminate in scope, terms or operation in favor of our executive officers and that are generally available to all of our salaried employees and (iii) the long term incentive awards, which provide for accelerated vesting on termination due to death or disability, and, for Performance Stock awards, elimination of service (but not performance) vesting requirements on retirement, as described below.

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 19. 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.

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 2022 fiscal year, and based on a share price of $311.11, the closing price of our common stock on December 30, 2022.

Name

Retirement⁽¹⁾

Disability

Death

Thomas E. Gottwald

Pro rata vesting of performance stock

$766,112

SEC Form DEF 14A filed by NewMarket Corp