H. Hiter Harris, III

About H. Hiter Harris, III

H. Hiter Harris, III is 64 and has served as a director of NewMarket since 2015. He co-founded Harris Williams in 1991 and serves as Founder and Chairman Emeritus; in 2022 he co-founded Cap91 Partners, LLC, where he is Managing Director. The Board characterizes him as bringing substantial transactional experience and financial expertise, especially in middle-market M&A; he is an independent director under NYSE standards, with independence reviewed in light of affiliations with PNC Financial Services and deemed not impaired .

Past Roles

External Roles

Board Governance

• Independence: Determined “independent” by the Board under NYSE listing standards. The Board considered Harris’s role at Harris Williams (a wholly owned subsidiary of PNC Bank, N.A.) and PNC affiliates’ provision of services (including participation in NewMarket’s revolving credit facility) and concluded relationships were not material and did not impair independence .
• Committee assignments:
  • Chair, Nominating and Corporate Governance Committee; members are Harris (Chair), Gambill, Ukrop; met twice in 2024 .
  • Member, Audit Committee; chaired by James E. Rogers with members Harris and Ting Xu; met five times in 2024. All Audit Committee members designated “financial experts” and financially literate .
• Attendance and engagement: Board held five meetings in 2024; each director attended at least 75% of combined Board and relevant committee meetings. Directors are expected to attend the annual meeting, and all did so last year. Non‑management and independent directors meet in executive session at each regularly scheduled Board meeting; the Lead Director chairs these sessions (Lead Director: Mark M. Gambill) .
• Audit oversight: Audit Committee report (Feb 13, 2025) details oversight of PwC LLP independence and financial reporting, and recommended inclusion of audited financials in the 2024 Form 10‑K .

Fixed Compensation

Performance Compensation

• Share ownership guidelines: Non‑employee directors must own shares equal to at least 5x annual cash director fee; until met, directors must retain 100% of shares from the annual stock retainer. All current non‑employee directors are in compliance .
• Anti‑hedging: Directors are prohibited from engaging in hedging transactions (collars, forward sale contracts, swaps, exchange funds, etc.) and in transactions in puts/calls or other derivatives related to Company securities .

Other Directorships & Interlocks

• Public company boards: Not disclosed for Harris in the proxy biography; no other current public company directorships identified in NEU’s proxy .
• Interlocks/conflicts: Independence reviewed in light of PNC Bank affiliations (Harris Williams is a PNC subsidiary; PNC affiliates provide banking services and participate in NEU’s revolver). Board concluded relationships were not material; independence retained .
• Related-party transactions: Proxy discloses extensive Gottwald family relationships and pension asset management fees paid to The London Company; none are attributed to Harris personally. Related-party transactions reviewed by independent directors on a case-by-case basis .

Expertise & Qualifications

• Skills matrix: Financial/accounting expertise, M&A, corporate governance/ethics & compliance, leadership/entrepreneurship. The matrix shows Harris with CEO/senior executive leadership, financial/accounting, M&A, and governance expertise .
• Education: Not disclosed in the proxy biography .

Equity Ownership

• Shares outstanding at record date: 9,486,106 (for context on ownership percentage) .
• Vested/unvested: Annual stock retainer shares are fully vested upon grant .
• Pledging: No explicit pledging policy disclosed; anti‑hedging restrictions apply .

Fixed Compensation Details (Structure)

Say‑on‑Pay and Shareholder Voting Signals

Governance Assessment

• Committee leadership and financial oversight: Harris chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee, aligning his transactional/financial expertise with oversight responsibilities. Audit Committee members, including Harris, are designated financial experts, supporting audit quality and risk management .

• Independence and potential conflicts: The Board’s explicit review of Harris’s connection to PNC (via Harris Williams) and determination of non‑materiality are positive; continued monitoring of banking relationships and revolver participation is prudent to maintain investor confidence .

• Attendance and engagement: Board and committees met regularly in 2024; all directors met the ≥75% attendance threshold; executive sessions are held every regular meeting and chaired by the Lead Director, reinforcing independent oversight .

• Pay‑for‑performance alignment for directors: Compensation structure is conservative—fixed cash retainer plus fully vested annual stock retainer around $100k; no performance-linked director equity, which limits pay risk but also reduces explicit performance incentives. Ownership guidelines at 5x annual cash fee and compliance across directors support alignment .

• Shareholder support: Strong say‑on‑pay approval and solid votes for Harris’s re‑election in 2024 and 2025 indicate sustained shareholder confidence in governance and board composition .

• RED FLAGS (none acute specific to Harris):

  • Related-party environment with significant family control and internal relationships disclosed; while not linked to Harris, this underscores the need for robust independent oversight from committees Harris chairs/serves on .
  • Banking relationships via PNC affiliates create potential perceived conflicts; currently assessed as not material by the Board, but should be monitored for changes in scope or economics .

Overall, Harris’s committee roles and financial expertise strengthen board effectiveness. Independence determinations and ownership compliance mitigate conflict and alignment concerns; shareholder voting trends support governance stability .