Bruce C. Gottwald
NEWMARKETAbout Bruce C. Gottwald
Bruce C. Gottwald is 91, has served on NewMarket’s board since 1962, and is the former Chairman of NewMarket and predecessor Ethyl Corporation (Chairman from June 2001 to July 2014) and former CEO of Ethyl Corporation. He remains a non-employee director, bringing deep operational leadership and chemical industry expertise rooted in the company’s history. He previously served as an independent director of CSX Corporation from 1998 to 2004 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewMarket Corporation | Chairman of the Board | Jun 2001–Jul 2014 | Led board; continuity through transition from Ethyl; institutional knowledge |
| Ethyl Corporation (predecessor) | Chief Executive Officer | Not specified | Operational and leadership experience in chemicals; industry knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSX Corporation | Independent Director | 1998–2004 | Board service at major transportation company |
Board Governance
- Independence: Not classified as independent; current independent directors are Gambill, Harris, Rogers, Xu, and Ukrop .
- Board meetings and attendance: Board held five meetings in 2024; each director attended at least 75% of the aggregate of board and assigned committee meetings during their service period .
- Committee memberships:
- Executive Committee: Chair (members: B. C. Gottwald, T. E. Gottwald, M. M. Gambill). The Executive Committee did not meet in 2024 .
- Audit Committee: Rogers (Chair), Harris, Xu .
- Compensation Committee: Xu (Chair), Rogers, Ukrop .
- Nominating & Corporate Governance Committee: Harris (Chair), Gambill, Ukrop .
- Board leadership: CEO Thomas E. (“Teddy”) Gottwald serves as Chairman; Mark M. Gambill is Lead Director. Independent directors meet in executive session at each regular board meeting .
Fixed Compensation
| Component (Director, 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $100,000 | Annual board cash retainer |
| Stock Awards | $0 | Declined 2024 annual stock retainer (193 shares for other directors on July 1, 2024) |
| Non-Equity Incentive Plan Compensation | $0 | Directors do not receive performance cash incentives |
| Change in Pension Value / Deferred Comp Earnings | $0 | Actual decrease was $483, reported as $0 per disclosure convention |
| All Other Compensation | $0 | — |
| Total | $100,000 | — |
Director fee schedule (effective Oct 1, 2023):
- Annual board cash retainer: $100,000; paid quarterly ($25,000) .
- Quarterly committee fees: Audit members $2,500; Audit Chair $5,000; Compensation Chair $3,750; Nominating & Corporate Governance Chair $3,750; Lead Director $7,500 .
Director retirement benefit (legacy):
- Eligible directors (elected on/before Feb 23, 1995) receive $12,000 per year for life after age 60, paid quarterly; Bruce C. Gottwald is eligible .
Performance Compensation
| Performance-linked Component (Director, 2024) | Structure | 2024 Value |
|---|---|---|
| Non-Equity Incentive (director) | Not applicable to directors | $0 |
| Annual Stock Retainer (vesting) | Fully vested on grant; intended value ≈$100,000 via whole-share award each July 1 | Declined by Bruce (0 shares) |
NEU’s performance metrics (Operating Profit, Net Income, EPS) apply to executive pay design, not director compensation .
Other Directorships & Interlocks
| Type | Entity/Person | Relationship | 2024 Compensation/Notes |
|---|---|---|---|
| Prior public company | CSX Corporation | Independent Director | 1998–2004 |
| Family relationship (control/management) | Thomas E. Gottwald (son) | NEU Chairman, President & CEO | Family deemed “control persons” |
| Family management | Thomas D. Gottwald (grandson) | VP, Environmental, Health & Safety | $442,588 |
| Family management | Daniel C. Gottwald (grandson) | President, Ethyl Corporation | $472,976 incl. housing reimbursement and gross-ups |
| Family management | A. Clarke Gottwald (grandson) | VP, Corporate Development | $235,000 salary |
| Family management | Edward P. Gottwald (grandson) | SVP, Supply Chain | $519,633 |
The proxy states members of Bruce C. Gottwald’s family may be deemed control persons; related-party transactions are reviewed by independent director committee on a case-by-case basis .
Expertise & Qualifications
- Former CEO and long-time Chairman; extensive knowledge of chemicals and company history; brings institutional and industry insight to board discussions .
- Skills matrix highlights leadership, STEM, finance/accounting, EHS, M&A, governance/ethics .
Equity Ownership
| Holder | Shares (Sole) | Shares (Shared) | Total Beneficial | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Bruce C. Gottwald | 913,339 | 38,718 (disclaimed) | 952,057 | 10.0% | Excludes 18,731 shares held by spouse and 19,987 in a charitable foundation (disclaimed); also excludes shares beneficially owned by adult sons and certain trusts |
| Shares Outstanding (record date) | — | — | 9,486,106 | — | As of Feb 24, 2025 |
Ownership alignment and guidelines:
- Director ownership guideline: at least 5x annual cash director fee; all current non-employee directors compliant .
- Anti-hedging policy prohibits collars, forward sale contracts, swaps, locks, exchange funds, and transactions in puts/calls/derivatives by directors and executive officers .
- No pledging disclosure specific to Bruce in proxy; no options outstanding for directors; annual stock retainer grants are fully vested on grant .
Governance Assessment
- Independence and committee exposure: Not independent (family control and son is CEO/Chair). Serves as Chair of the Executive Committee, which did not meet in 2024, limiting oversight signal from that committee. Independent oversight is anchored by Lead Director and independent committee chairs .
- Attendance: Met minimum governance expectation (≥75% board/committee attendance), with five board meetings in 2024; all directors attended last annual meeting .
- Compensation mix: Cash-only ($100k) in 2024; declined stock retainer, suggesting reliance on substantial existing ownership rather than annual equity grants. No director performance-linked pay; legacy retirement benefit ($12k/year) applies .
- Ownership alignment: Significant beneficial stake (10.0%), aligning interests with shareholders; guideline compliance confirmed for directors .
- Related-party exposure: Multiple family members in management roles with disclosed compensation; proxy flags family as potential “control persons.” Transactions are reviewed by an independent committee but absence of formal procedures/standards (case-by-case) increases perceived conflict risk .
- Shareholder sentiment: Strong say-on-pay support in 2024 (98.3%), indicating broad approval of compensation governance, though this primarily reflects executive pay policies rather than director compensation .
Red Flags
- Not independent; close family ties to CEO/Chair and broad family employment within the company .
- Executive Committee chaired by Bruce did not meet in 2024, reducing observable committee oversight activity .
- Case-by-case review for related-party transactions without formalized standards may be viewed as weaker control framework .
- Legacy director retirement plan benefit persists (albeit modest), which some investors consider outdated governance practice .
Additional Signals
- Lead Director and independent committees provide structural counterweights; independent directors hold executive sessions at each regular meeting .
- Anti-hedging restrictions apply to directors, supporting alignment; no options or option-like instruments used in compensation .
Notes on Say-on-Pay & Peer Group (context)
- 2024 say-on-pay approval: 98.3% of votes cast .
- Compensation peer group (for executives) includes specialty chemicals peers; not directly tied to director pay .