NEWMARKET CORP (NEU)
Sector: Materials
2026 Annual Meeting Analysis
NEWMARKET CORP · Meeting: April 23, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured independent director with strong capital markets and financial expertise; NEU's 3-year return of ~80% far outpaces the peer group, so no TSR underperformance concern applies; attendance and independence requirements are met.
As CEO and Chairman, Gottwald is subject to the TSR trigger like any director, but NEU's strong 3-year outperformance of peers clears that bar comfortably; the Gottwald family relationships with management are disclosed and material but are longstanding governance features known to shareholders; no TSR, attendance, or independence trigger fires.
Independent director with extensive M&A and investment banking expertise; serves as Audit Committee member with recognized financial expertise; no overboarding, attendance, or TSR concerns.
Appointed to the board on February 26, 2026 — fewer than 24 months ago — making him exempt from the TSR trigger under policy; brings deep operational knowledge of NewMarket; no other disqualifying factors identified.
Long-tenured independent director with broad public company board and executive leadership experience; serves as Audit Committee Chair with confirmed financial expertise; no overboarding, attendance, or TSR underperformance concerns given NEU's strong 3-year returns.
Director since 2023, bringing relevant operational and engineering background from Exxon and industry-adjacent roles; within the 24-month new-director consideration window and covered by the TSR exemption; no disqualifying factors.
Independent director with strong entrepreneurial, global logistics, and leadership credentials; serves as Compensation Committee Chair; attendance and independence requirements are met; no TSR, overboarding, or other concerns.
All seven nominees are recommended FOR. NewMarket's 3-year total return of approximately 80% substantially outperforms the peer group median, eliminating any TSR-based concerns for the full slate. The board discloses a skills matrix, all audit committee members have confirmed financial expertise, independence designations are appropriate for committee assignments, and no director failed the 75% attendance threshold. The Gottwald family relationships are a longstanding, well-disclosed governance feature and do not trigger a new policy concern this cycle. Bruce Hazelgrove (appointed February 2026) is exempt from the TSR trigger as a director within his first 24 months.
Say on Pay
✓ FORCEO
Thomas E. Gottwald
Total Comp
$3,694,678
Prior Support
99.1%%
The CEO's total reported compensation of approximately $3.7 million is modest relative to a $5.5B market cap company in the specialty chemicals sector, and the proxy confirms it ranked below the 25th percentile of the peer group for total direct compensation — well within benchmark. The prior-year say-on-pay vote received 99.1% support, an exceptionally strong endorsement with no remediation needed. Pay-for-performance alignment is solid: NEU's 3-year total return of ~80% outpaces sector peers by roughly 47 percentage points, and the long-term incentive program uses five-year earnings-per-share performance targets with meaningful threshold and target hurdles rather than time-vesting only. One structural note: approximately 47% of the CEO's pay is described as 'at risk,' slightly below the policy's preferred 50-60% variable threshold, and the long-term equity program relies solely on EPS as its metric; however, the overall pay level is low enough relative to benchmark that these items do not rise to a No trigger, and the company has no change-in-control agreements or excessive perquisites.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,294,094
Non-Audit Fees
$747,214
The non-audit fees (tax fees of $701,526 plus audit-related fees of $43,688 plus other fees of $2,000, totaling approximately $747,214) represent about 33% of audit fees of $2,294,094, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm fully appropriate for a $5.5B market cap company. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire under policy — this absence is noted as a minor negative but does not change the recommendation. No material restatements are disclosed.
Actual Vote Results
Meeting held April 23, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Ting Xu | 99.5% | 8.2M | 44,401 | ✓ Elected |
| Lilo S. Ukrop | 98.8% | 8.1M | 99,231 | ✓ Elected |
| James E. Rogers | 98.3% | 8.1M | 138,629 | ✓ Elected |
| Mark M. Gambill | 98.0% | 8.1M | 165,626 | ✓ Elected |
| Bruce R. Hazelgrove, III | 97.7% | 8.0M | 191,307 | ✓ Elected |
| Thomas E. Gottwald | 97.0% | 8.0M | 242,750 | ✓ Elected |
| H. Hiter Harris, III | 96.1% | 7.9M | 323,657 | ✓ Elected |
Say on Pay
For 8.0M · Against 226,974 · Abstain 9,124
Auditor Ratification
For 8.4M · Against 299,420 · Abstain 2,985
Overall Assessment
The 2026 NewMarket annual meeting presents a clean, straightforward ballot with no significant governance or compensation concerns. All three proposals — director elections, auditor ratification, and executive pay — are recommended FOR, supported by strong stock performance well above peers, below-benchmark CEO compensation, an independent and appropriately qualified board, and a non-audit fee ratio comfortably within acceptable limits. No stockholder proposals appear on this year's ballot.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing