Bruce R. Hazelgrove, III
NEWMARKETAbout Bruce R. Hazelgrove, III
Executive Vice President and Chief Administrative Officer (CAO) of NewMarket Corporation; age 64; in his current capacity for at least the last five years . He leads HR, IT, data operations, EHS, and real estate, and oversaw the successful integration of AMPAC in 2024, with HR-driven retention (quit rate ~4.6%, below industry) and cost-focused real estate execution . Company performance under senior leadership includes net income rising to $462 million in 2024 from $389 million in 2023, petroleum additives operating profit of $592 million in 2024, and consolidated net sales of $2.786 billion vs. $2.698 billion in 2023; the Pay-vs-Performance TSR index was 121.16 in 2024 vs. 122.96 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NewMarket Corporation | EVP & Chief Administrative Officer | ≥5 years | Led AMPAC integration; managed HR retention (annual quit rate ~4.6%), IT/cyber/data ops efficiency, EHS safety, and cost controls in real estate |
External Roles
- No public company directorships or external roles disclosed in the DEF 14A/10-K .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 524,667 | 540,100 | 558,500 |
| Annual Bonus Paid ($, Executive Bonus Plan) | 425,000 | 510,000 | 560,000 |
| Stock Awards (Grant-date fair value, $) | 182,016 | 252,473 | 332,848 |
Key cash bonus design parameters (2024):
- Operating Profit used for max bonus determination: ~$599 million (GAAP $590 million plus $9 million bonus expense add-back) .
- Hazelgrove’s bonus percent of operating profit: 0.15%, initial max $898,500; Committee applied negative discretion; final bonus $560,000 .
Performance Compensation
Annual Bonus Plan (Structure)
- Metric: Company Operating Profit sets maximum; final payouts reflect Committee discretion based on company and individual performance (no fixed target/thresholds) .
- Hazelgrove 2024 qualitative drivers: AMPAC integration; HR retention; IT/data operations efficiency; EHS and real estate cost control .
Long-Term Equity – Performance Stock (PSUs)
| Grant | Performance Measure | Threshold (Shares) | Target (Shares) | Performance Period / Vesting Test | Grant Date FV ($) |
|---|---|---|---|---|---|
| 2024 PS | 5-year EPS (excl. one-time items) | 263 | 526 | EPS tested at FY2028; 50% at ~80% of target; 100% at target; linear interpolation; 0% below threshold | 332,848 |
Program features:
- No options; equity is performance stock and, for some NEOs, restricted stock; awards vest on performance; retirement/death/disability accelerate service components per plan terms .
Outstanding Equity Awards (as of 12/31/2024)
| Grant Year | Unearned PSUs Not Vested (#) | Payout Value ($)* | Vesting Year (Performance Test) |
|---|---|---|---|
| 2020 | 445 | 235,116 | 2024 (post-year evaluation) |
| 2021 | 475 | 250,966 | 2025 |
| 2022 | 580 | 306,443 | 2026 |
| 2023 | 735 | 388,337 | 2027 |
| 2024 | 526 | 277,912 | 2028 |
*Market value based on $528.35 closing price on 12/31/2024 .
Vesting activity in 2024:
- 437 performance shares vested on 2/22/2024 (2019 grant), value realized $270,586 .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficial ownership – total shares | 243,545 |
| Sole voting/investment power | 235,986 |
| Shared voting/investment power | 7,559 |
| Ownership as % of shares outstanding | 2.6% |
| Trustee holdings | Includes 217,929 shares in trusts for non-family beneficiaries over which he serves as sole/joint trustee |
Alignment policies and practices:
- Stock ownership guidelines: 1x annual cash salary for NEOs; each current NEO in compliance .
- Anti-hedging policy: prohibits collars, swaps, derivatives on Company stock .
- Pledging: no pledging disclosures; insider trading policy governs transactions .
- No options outstanding; company does not utilize option awards for NEOs .
Deferred Compensation (Excess Benefit Plan – Savings Plan component):
| Item | Amount ($) |
|---|---|
| Company contributions in 2024 | 10,675 |
| Aggregate earnings in 2024 | (7,523) |
| Aggregate balance at 12/31/2024 | 230,543 |
Pension/SERP (present value at 12/31/2024):
| Plan | Years Credited Service | Present Value ($) |
|---|---|---|
| Pension Plan | 28 | 1,624,060 |
| Excess Benefit Plan (Pension component) | 28 | 1,754,909 |
Employment Terms
- Employment agreements and severance: none; no long-term employment or change-in-control agreements with NEOs; no severance multiples disclosed .
- Change-in-control treatment (2023 Plan awards): vesting occurs (i) if awards are not assumed/substituted at change-in-control (single-trigger for unassumed awards), or (ii) upon involuntary termination without cause/for good reason within 12 months of change-in-control (double-trigger for assumed awards); vesting based on actual performance through change-in-control or target if not determinable .
- Death/disability: pro-rata vesting of performance stock based on elapsed days in performance period .
- Retirement: service vesting waived (performance test remains) for non-forfeited performance stock; unvested restricted stock forfeited .
- Clawback: Dodd-Frank compliant policy to recover erroneously awarded incentive compensation after required restatements .
- Perquisites/gross-ups: company states no significant perquisites; no tax gross-ups disclosed .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD thousands) | 279,538 | 388,864 | 462,413 |
| Operating Profit ($USD thousands) | 363,000 | 493,000 | 599,000 |
| Total Shareholder Return (Index) | 68.64 | 122.96 | 121.16 |
Highlights and execution factors:
- Petroleum additives operating profit improved to $592 million in 2024, driven by lower operating/raw material costs, despite modest price pressure; shipments flat YoY .
- AMPAC specialty materials contributed $17 million operating profit in 2024 post-acquisition .
- Cash returns: dividends of $96 million and $32 million share repurchases in 2024; new $500 million repurchase authorization through 2027 .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation Committee: Ting Xu (Chair), James E. Rogers, Lilo S. Ukrop; all independent; met four times in 2024 .
- Consultant: FW Cook; no conflicts; advises on program design and peer group .
- Peer group (14 companies): Ashland, Avient, Axalta, Cabot, FMC, H.B. Fuller, Ingevity, Innospec, Minerals Technologies, Quaker Chemical, RPM International, Sensient, Stepan, Valvoline .
- Positioning: company above peer median revenue; net/operating income above 75th percentile; total assets just below median; employee count below 25th percentile .
- 2024 Say‑on‑Pay approval: 98.3% of votes cast .
Related Party and Governance Notes
- Family employment: Bruce R. Hazelgrove IV (R&D Director) total compensation ~$201,043 in 2024; William N. Hazelgrove (Global Business Director) ~$219,598 in 2024; both participate in general employee plans .
- CFO transition: former CFO Skrobacz stepped down effective 12/31/2024, retiring in 2025; Timothy K. Fitzgerald appointed CFO 1/1/2025 and later assumed interim Principal Accounting Officer upon Controller’s resignation 11/26/2025 .
Investment Implications
- Pay-for-performance alignment: Cash bonuses capped by operating profit and reduced via discretion; PSUs tied to 5-year EPS with meaningful thresholds/targets, reinforcing long-term earnings quality focus .
- Low insider selling pressure: No options; equity value concentrated in multi-year PSUs with future performance tests (2025–2028), reducing near-term forced selling; note 2024 vest of 437 shares .
- Strong ownership alignment: 2.6% beneficial ownership and compliance with ownership guidelines; anti-hedging policy; no pledging disclosures .
- Limited severance risk: No employment or change-in-control cash severance agreements; equity vests per plan with performance/trigger conditions; clawback in place .
- Execution track record: AMPAC integration and HR retention under Hazelgrove’s remit support stable operations; company-level financials demonstrate improving profitability and cash returns, albeit TSR near flat in 2024 .