Lilo S. Ukrop
NEWMARKETAbout Lilo S. Ukrop
Independent director at NewMarket Corporation (NEU), age 63, serving since 2023. Background includes early career as a reservoir engineer at Exxon, operating leadership at McIlhenny Company (Tabasco) and market development at Tredegar, plus active civic leadership in Virginia and teaching Reading Seminars in Management at the University of Virginia Darden School of Business. The Board identifies her as independent under NYSE standards and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exxon | Reservoir Engineer | Not disclosed | Early technical/operations grounding |
| McIlhenny Company (Tabasco) | Operations Manager | 2 years | Line operations and process leadership |
| Tredegar Corporation | Market Development Manager | 3 years | Commercial development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Virginia Darden School of Business | Instructor, Reading Seminars in Management | Ongoing (not disclosed) | Academic engagement; governance/management pedagogy |
| Various non-profit boards (Virginia) | Director/Trustee | Not disclosed | “Active leader in Virginia” with diverse non-profit board experience |
Board Governance
- Independence: Board has affirmatively determined Ms. Ukrop is independent under NYSE listing standards and company guidelines.
- Committee assignments (2024–2025): Compensation Committee (member); Nominating & Corporate Governance Committee (member). No chair roles.
- Board and committee activity: Board held 5 meetings in 2024; Compensation Committee met 4 times; Nominating & Corporate Governance met 2 times.
- Attendance: Each director attended at least 75% of the aggregate of Board and committee meetings in 2024.
- Engagement practices: Non-management and independent directors hold executive sessions at each regularly scheduled Board meeting; Mark M. Gambill serves as Lead Director.
- Years of service on this board: Since 2023.
Fixed Compensation (Director)
| Component | Amount/Detail | Period | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $100,000 | FY2024 | Paid $25,000 quarterly |
| Committee Member Fees | $0 (Comp; N&CG members do not receive member fees) | FY2024 | Only Audit Committee members receive $2,500 per quarter; committee chairs paid additional retainers (not applicable) |
| Equity Retainer (Annual Stock) | 193 shares; $100,468 grant-date fair value | Awarded July 1, 2024 | Shares are fully vested upon grant; Bruce C. Gottwald declined 2024 award (not applicable to Ukrop) |
| Total Director Compensation (FY2024) | $200,468 | FY2024 | Fees earned or paid in cash $100,000; Stock awards $100,468 |
Program design details:
- Chair/lead roles retainers (for reference): Audit Chair $5,000/quarter; Audit members $2,500/quarter; Compensation Chair $3,750/quarter; N&CG Chair $3,750/quarter; Lead Director $7,500/quarter.
Performance Compensation (Director)
- Non-employee director equity is a fixed-value annual stock retainer (approx. $100,000), granted in whole shares, fully vested and nonforfeitable upon grant; there are no performance-vesting conditions, stock options, or non-equity incentive plan payments for directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond NewMarket Corporation |
| Prior public company boards | None disclosed |
| Private/non-profit/academic roles | Non-profit board service (various); Darden School of Business teaching role |
| Interlocks/related-party exposure | None disclosed for Ms. Ukrop; Board independence affirmed |
Expertise & Qualifications
- Board biography highlights business and leadership skillset relevant to NewMarket’s operations (chemicals/additives), with line operations, market development, and engineering experience, plus academic governance instruction.
- The Board’s governance structure emphasizes independent oversight via a Lead Director and routine executive sessions; Ms. Ukrop serves on two core governance committees (Compensation and Nominating & Corporate Governance), positioning her directly in pay oversight and director/committee nominations processes.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Lilo S. Ukrop | 193 | ≈0.002% (193 / 9,486,106) | Sole voting/investment power; outstanding shares as of 2/24/2025: 9,486,106 |
| Director ownership guidelines | 5× annual cash director fee | Compliance: In compliance | Directors must retain 100% of stock retainer until guideline met; all current non-employee directors compliant |
Governance Assessment
Positive indicators:
- Independence and dual governance committee roles (Compensation; Nominating & Corporate Governance) support board checks and balances and succession/refreshment.
- Transparent, plain-vanilla director pay structure (cash retainer + fixed-value stock, fully vested) with stringent ownership guidelines (5× fee) and confirmed compliance.
- Active board cadence (5 meetings) with routine executive sessions; 75%+ attendance for all directors; Lead Director structure in place.
- Compensation Committee uses an independent consultant (FW Cook) with no conflicts; robust corporate clawback and anti-hedging policies.
- Strong investor support for executive pay (98.3% say-on-pay approval in 2024), indicating general confidence in compensation governance.
Potential risk factors to monitor:
- Significant family influence/control dynamics (Gottwald family) and multiple related-person employment relationships disclosed; underscores the importance of truly independent directors like Ms. Ukrop on key committees.
- Personal ownership is modest in absolute terms (193 shares), though company affirms directors meet ownership guidelines; ongoing monitoring of alignment is prudent.
RED FLAGS: None disclosed specific to Ms. Ukrop (no related-party transactions, pledging, attendance concerns, or pay anomalies identified).