James E. Rogers
NEWMARKETAbout James E. Rogers
Independent director of NewMarket Corporation since 2003; age 79; currently serves as Chair of the Audit Committee and member of the Compensation Committee . The Board has affirmatively determined he is independent under NYSE standards and the company’s Corporate Governance Guidelines . He attended at least 75% of aggregate Board and applicable committee meetings in 2024; the Board met five times . Background includes former chairman of BackOffice Associates, former President of SCI Investors (until January 1, 2011), CEO of Specialty Coatings (1991–1993), and executive at James River Corporation (1971–1993) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BackOffice Associates, LLC | Former Chairman | Not disclosed | Led a provider of SAP data quality, migration, and governance solutions; governance/IT oversight experience |
| SCI Investors Inc. | President | Until Jan 1, 2011 | Private equity investment firm leadership; transactional and portfolio oversight experience |
| Specialty Coatings Inc. | Chief Executive Officer | 1991–1993 | Operating leadership in industrial coatings |
| James River Corporation | Executive | 1971–1993 | Long-tenured operational and corporate leadership |
External Roles
| Organization | Role | Tenure | Notes (Interlocks/Committee Roles if disclosed) |
|---|---|---|---|
| Caraustar Industries, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Wellman, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Cadmus Communications | Director (prior) | Not disclosed | Prior public company board service |
| Owens & Minor, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Chesapeake Corporation | Director (prior) | Not disclosed | Prior public company board service |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit Committee expertise: Board determined all Audit Committee members, including Rogers, are “Audit Committee financial experts,” financially literate, with accounting or related financial management expertise per SEC and NYSE standards .
- Independence: Board affirmed Rogers is independent under NYSE listing standards and Corporate Governance Guidelines .
- Attendance: Board met five times in 2024; each director attended at least 75% of aggregate Board and committee meetings on which they served .
- Executive sessions: Non-management and independent directors meet in executive session at each regular Board meeting; Lead Director chairs these sessions (Lead Director is Mark M. Gambill) .
- Audit oversight: Audit Committee report and pre-approval policy demonstrate formal oversight of financial reporting, controls, auditor independence, and service pre-approval .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid $25,000 quarterly |
| Audit Committee Chair fee | $5,000 per quarter ($20,000 annually) | Chair receives quarterly fee; Rogers is Audit Chair |
| Audit Committee member fee | $2,500 per quarter ($10,000 annually) | Paid to members; committee fee structure |
| Compensation Committee Chair fee | $3,750 per quarter ($15,000 annually) | Chair only; Rogers is a member, not chair |
| Nominating Committee Chair fee | $3,750 per quarter ($15,000 annually) | Chair only; Rogers is not a member |
| Lead Director fee | $7,500 per quarter ($30,000 annually) | Not applicable to Rogers |
| Fees earned (2024) | $120,000 | Rogers’ cash fees total per director compensation table |
Performance Compensation
| Equity Instrument | Grant Date | Shares | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Stock Retainer (common shares) | July 1, 2024 | 193 shares | $100,468 | Fully vested upon grant | Annual stock retainer sized to ≈$100,000 using prior business day closing price; Bruce C. Gottwald declined his 2024 award, others accepted |
- Director stock awards are not options and are not performance-based; no options or SARs for directors disclosed .
- Equity retention and ownership guideline linkage: Directors must own at least 5× their annual cash director fee; until compliant, must retain 100% of annual stock retainer shares; all current non-employee directors are in compliance .
Other Directorships & Interlocks
- Prior public boards: Caraustar Industries, Wellman, Cadmus Communications, Owens & Minor, Chesapeake Corporation .
- Current external public boards: None disclosed in the 2025 proxy .
- Interlocks/conflicts: Board independence guidelines and related-party review procedures are in place; no related-party transactions disclosed involving Rogers .
Expertise & Qualifications
- Skills matrix highlights for Rogers include leadership (CEO/senior exec), financial/accounting, M&A, corporate governance/ethics, and STEM/technical exposure across the Board; Rogers specifically brings leadership and public company board/committee experience .
- Audit Committee financial expert designation by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Source/Date |
|---|---|---|---|
| James E. Rogers | 3,596 shares | ≈0.038% (3,596 / 9,486,106) | As of Feb 24, 2025; less than 1% noted in table context |
- Ownership guideline compliance: All current non-employee directors are in compliance with 5× annual cash fee guideline .
- Anti-hedging: Directors and executive officers prohibited from hedging (collars, swaps, derivatives) in company securities .
Governance Assessment
- Strengths: Independent director serving as Audit Committee Chair with formal financial expert designation; active committee oversight including auditor independence and pre-approval policy; attendance meets Board standards; anti-hedging policy and director ownership guidelines with compliance reported .
- Alignment: Receives a balanced director pay mix (cash retainer plus fully vested annual stock retainer), with realized 2024 pay of $120,000 cash and $100,468 equity; stock ownership requirement aligns director incentives with shareholders .
- Potential risks/conflicts: Family control and multiple Gottwald family members in management are disclosed; however, Rogers is independent and no related-party transactions involving him are reported. Harris’s PNC affiliations were assessed and deemed not material to independence; overall related-party transactions are reviewed by independent directors .
- Shareholder context: Say-on-pay approval was 98.3% in 2024, indicating broad investor support for compensation governance (context for overall governance environment) .
Director Compensation (Detail)
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (Grant-Date Fair Value) | $100,468 |
| Total | $220,468 |
| Annual Stock Retainer Shares | 193 shares (July 1, 2024) |
Board Governance – Committee Activity
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Audit | Chair | 5 | Financial reporting integrity; internal controls; legal/regulatory compliance; major financial risk oversight; auditor qualification, independence, and performance |
| Compensation | Member | 4 | Director and executive compensation; CEO pay approval with independent directors; equity grants; retains independent compensation consultant |
Related Party & Policies
- Related party transactions disclosure centers on Gottwald family roles and compensation, and The London Company’s pension asset management fees; transactions are reviewed by independent directors; no Rogers-related transactions disclosed .
- Independence guidelines: Annex A sets categorical standards for independence determinations under NYSE-aligned criteria .
- Insider trading policy on file as Form 10-K exhibit; broad governance of trading activities .
Attendance & Engagement
- Board met five times in 2024; all directors met at least 75% attendance thresholds across Board and applicable committees. Policy expects director attendance at annual meeting; all directors on the date of last year’s annual meeting attended .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval: 98.3% of votes cast; committee maintained design aligned with pay-for-performance philosophy .
Compensation Committee Analysis (Context)
- Independent consultant Frederic W. Cook & Co. engaged; no conflicts; assists with peer selection and program design; peer group of 14 specialty chemicals-related companies used for benchmarking .
RED FLAGS
- No director-level red flags disclosed for Rogers: no related-party transactions, no hedging, and independence affirmed .
- Family control risk exists at the company level (Gottwald family), but not specific to Rogers; governance processes (independence standards, committee oversight) are disclosed .