Bryce D. Jewett, III
NEWMARKETAbout Bryce D. Jewett, III
Executive Vice President and General Counsel of NewMarket Corporation; joined the company in 2020 and was a Named Executive Officer (NEO) in 2023–2024, advancing to Executive Vice President by 2024 . Company performance under his tenure included Net Income of $462 million in 2024 (vs. $389 million in 2023), petroleum additives operating profit of $592 million in 2024 (vs. $514 million in 2023), and total shareholder return (TSR) value of 121.16 in 2024 vs. peer group TSR of 126.04 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NewMarket Corporation | Vice President, General Counsel | 2020–2024 | Led legal function; drove M&A discipline culminating in AMPAC acquisition (closed Jan 2024) ]. |
| NewMarket Corporation | Executive Vice President and General Counsel | 2024–present | Key role in closing/integration of AMPAC; managed environmental costs and legacy liabilities, and supported strategic initiatives across the enterprise . |
External Roles
Not disclosed in the proxy statements reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 428,958 | 441,692 | 460,217 |
| Change in Pension Value ($) | 0 | 58,026 | 54,608 |
| All Other Compensation ($) | 21,448 | 22,084 | 24,011 |
Notes:
- “All Other Compensation” primarily consists of company contributions to Savings Plan and Excess Benefit Plan; 2024 amounts were Savings Plan $17,250 and Excess Benefit Plan $5,761, plus $1,000 health savings account contribution .
Performance Compensation
Annual Cash Bonus (Executive Bonus Plan)
| Year | Operating Profit Basis ($) | Max Formula (% of OP) | Initial Max ($) | Actual Bonus ($) |
|---|---|---|---|---|
| 2023 | 493,000,000 | 0.15% | 739,350 | 500,000 |
| 2024 | 599,000,000 | 0.15% | 898,500 | 560,000 |
Design highlights:
- Initial maximum bonus computed as % of annual operating profit; Committee applies negative discretion based on company and individual performance; final NEO bonuses ranged 28%–62% of max in 2024 .
- Jewett’s individual performance emphasized legal leadership, cost management of environmental matters, liability reduction, and AMPAC closing/integration support .
Long-Term Equity: Performance Stock (PSUs)
| Grant Date | Performance Period End | Threshold Shares (#) | Target Shares (#) | Grant-Date Fair Value ($) | Vesting Criteria |
|---|---|---|---|---|---|
| Feb 28, 2023 | FY 2027 | 295 | 590 | 202,665 | Vest based on EPS achievement over 5-year period; 50% payout at ~80% of target EPS; 100% at target; linear interpolation; max 100% . |
| Mar 5, 2024 | FY 2028 | 263 | 526 | 332,848 | Same design; five-year EPS-based vesting . |
Program characteristics:
- No stock options or SARs are used; equity mix is performance-based stock and occasional restricted stock; grants align to EPS growth over five years .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned (#) | Shares Outstanding (#) | Ownership (%) | Notes |
|---|---|---|---|---|
| Feb 26, 2024 | 1,844 | 9,589,311 | 0.019% | Sole voting/investment power . |
| Feb 24, 2025 | 2,406 | 9,486,106 | 0.025% | Sole voting/investment power . |
Outstanding unearned performance stock (as of Dec 31, 2024):
| Grant Year | Unearned Shares (#) | Market/Payout Value ($) | Vesting/Performance Assessment Timing |
|---|---|---|---|
| 2021 | 415 | 219,265 | EPS targets assessed as of FY 2025 . |
| 2022 | 508 | 268,402 | EPS targets assessed as of FY 2026 . |
| 2023 | 590 | 311,727 | EPS targets assessed as of FY 2027 . |
| 2024 | 526 | 277,912 | EPS targets assessed as of FY 2028 . |
Vesting activity:
- 2023: Restricted stock vested (250 shares; $107,778 realized) .
- 2024: No stock vesting reported for Jewett .
Alignment policies:
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; new NEOs have five years to comply; current NEOs are in compliance .
- Anti-hedging policy prohibits derivatives, collars, swaps, and similar hedging transactions by directors and executive officers .
- No disclosure of stock pledging; insider trading policy maintained and disclosed .
Employment Terms
| Provision | Status/Terms |
|---|---|
| Employment Agreement | None; company has not entered into employment, severance, change-in-control agreements with NEOs . |
| Clawback | Adopted and amended in 2023 to comply with SEC/NYSE rules (Dodd-Frank §954); recovers erroneously awarded incentive compensation upon required restatement . |
| Change-in-Control Treatment (2023 Plan) | Awards after 2023 vest on actual or target performance if not assumed/substituted or upon involuntary termination without cause/for good reason within 12 months post-CIC; Jewett’s illustrative CIC value at target: $277,912 based on 12/31/2024 price $528.35 . |
| Death/Disability | Pro-rata vesting of performance stock based on elapsed portion of the performance period; Jewett illustrative pro-rata amount: $516,696 (maximum scenario) . |
| Retirement Treatment | Performance stock service vesting removed pro-rata, remains subject to performance; footnote illustrative max payout for Jewett at 12/31/2024: $516,696 . |
| Benefits | Pension Plan (defined benefit) and Excess Benefit Plan for highly-compensated employees; nonqualified deferred savings in company stock phantom units . |
Pension and nonqualified balances:
| Year-End | Credited Service (Years) | Pension Plan Present Value ($) | Excess Benefit Plan (Pension Component) Present Value ($) | Nonqualified Deferred Comp Aggregate Balance ($) |
|---|---|---|---|---|
| 2023 | 3 | 81,059 | 59,811 | 30,732 |
| 2024 | 4 | 102,082 | 93,406 | 35,468 |
Compensation Structure Diagnostics
- Pay mix: Performance-based elements significant; Jewett’s stock awards are PSUs linked to multi-year EPS; annual bonus tied to operating profit-derived maximum with Committee discretion based on individual/company performance .
- No stock options; shift toward PSUs and selective restricted stock (lower asymmetry vs. options) .
- Discretion exists in bonus payouts; final NEO bonuses (2024) were materially below formulaic maximums, indicating governance discipline .
Compensation Peer Group and Say-on-Pay
- Peer group (unchanged in 2024): Ashland, Avient, Axalta, Cabot, FMC, H.B. Fuller, Ingevity, Innospec, Minerals Technologies, Quaker Chemical, RPM International, Sensient Technologies, Stepan, Valvoline .
- Committee retains Frederic W. Cook & Co., Inc. as independent compensation consultant; no conflicts noted .
- Say-on-pay approvals: 99.22% (2023); 98.3% (2024) .
Performance & Track Record
- Achievements: Led legal execution and strategic advisory across the organization; played a key role in closing and integrating AMPAC; managed environmental costs and reduced legacy liabilities .
- Company performance context: 2024 Net Income $462 million; petroleum additives operating profit $592 million; strong cash flows with dividends ($96 million), capex ($57 million), and buybacks ($32 million) .
- Pay vs performance measures considered include operating profit, net income, and EPS .
Investment Implications
- Alignment: Heavy use of EPS-based PSUs over five-year horizons ties realized equity to multi-year earnings power; lack of options reduces levered upside but also discourages risk-taking misalignment .
- Retention pressure: Significant unearned PSU tranches scheduled for performance assessment in 2025–2028 (total 2,039 shares across 2021–2024 grants) provide retention hooks; no severance or single-trigger employment agreements reduce guaranteed exit economics .
- Insider supply: Future vesting events (2025–2028) could add sellable shares; Jewett’s direct ownership is modest relative to shares outstanding, though NEOs meet ownership guidelines (≥1x salary) .
- Change-in-control: CIC mechanics grant vesting protections only if awards aren’t assumed/substituted or upon qualifying termination; illustrated CIC value ($277,912) is limited vs. salary, reflecting constrained parachute risk .