Mark M. Gambill
NEWMARKETAbout Mark M. Gambill
Independent director at NewMarket Corporation since 2009 and currently the Board’s Lead Director. Age 74. Co‑founder of Cary Street Partners (financial advisory and wealth management firm) and now Chairman Emeritus; earlier career at Wheat First Securities from 1972 until its sale to First Union (now Wells Fargo) in 1998, including serving as chairman of the underwriting committee. Previously served as a director of Speedway Motorsports, Inc., including as Audit Committee Chair. Brings 35+ years in capital markets, with notable financial, entrepreneurial, M&A, and governance expertise.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Wheat First Securities | Senior roles including Chairman of Underwriting Committee | 1972–1998 (sold to First Union) | Capital markets/investment banking experience |
| Speedway Motorsports, Inc. | Director | Prior service (dates not specified) | Audit Committee Chair (prior role) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cary Street Partners | Co‑Founder; Chairman Emeritus | Current | Financial advisory and wealth management firm |
Board Governance
- Independence: Board determined Mr. Gambill is independent under NYSE rules and company guidelines.
- Lead Director: Serves as Lead Director; sets/approves agendas with the Chair, liaises between Chair and non‑employee directors, and chairs executive sessions of independent directors at each regular meeting.
- Committee assignments: Executive Committee (member); Nominating & Corporate Governance Committee (member). Not on Audit or Compensation Committees.
- Board meetings and attendance: Board met 5 times in 2024; each director attended at least 75% of the aggregate of Board and committee meetings on which they served in 2024.
- Executive sessions and annual meeting: Independent directors meet in executive session at each regular meeting (chaired by Lead Director). All directors on the date of last year’s annual meeting attended.
- Leadership structure: Combined Chair/CEO, mitigated by empowered Lead Director role.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $130,000 | Includes base annual Board cash retainer of $100,000 plus Lead Director fee of $7,500 per quarter ($30,000 annualized) |
| Annual Board Cash Retainer (policy) | $100,000 | Paid quarterly to non‑employee directors |
| Lead Director Fee (policy) | $7,500 per quarter | $30,000 annualized |
| Committee Fees (policy) | Audit member $2,500/quarter; Audit Chair $5,000/quarter; Comp Chair $3,750/quarter; Nominating Chair $3,750/quarter | Paid quarterly; no general meeting fees |
- Mr. Gambill’s FY2024 total director compensation: $230,468 (Cash $130,000; Stock Awards $100,468).
Performance Compensation (Director)
| Equity Vehicle | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual Stock Retainer | July 1, 2024 | 193 shares; grant‑date fair value $100,468 | Fully vested upon grant | Annual award sized to ≈$100,000; directors may sell subject to ownership guidelines and securities laws |
| Options/PSUs | N/A | N/A | — | Company does not use option‑like instruments for directors in this program; annual stock retainer is not performance‑based |
- Director stock ownership guidelines: each non‑employee director must hold shares ≥5x annual cash director fee; until met, must retain 100% of shares granted via annual stock retainer. All current non‑employee directors are in compliance.
Other Directorships & Interlocks
| Company | Status | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Speedway Motorsports, Inc. | Prior | Director; Audit Committee Chair | None disclosed with NewMarket |
| Current public company boards | None disclosed | — | None disclosed |
- Related‑party transactions: Company discloses several family‑related relationships with the Gottwald family and a pension asset manager relationship; no related‑party transactions disclosed involving Mr. Gambill. Related‑party transactions are reviewed by independent directors case‑by‑case.
Expertise & Qualifications
- Financial/accounting literacy; M&A; corporate governance/ethics & compliance; leadership; entrepreneurship; STEM/EHS exposure; global business.
Equity Ownership
| Holder | Sole Voting/Investment | Shared Voting/Investment | Total Shares | Notes |
|---|---|---|---|---|
| Mark M. Gambill | 3,572 | 276 | 3,848 | Shared shares are jointly owned with his wife; <1% of class |
- Ownership alignment: Director stock ownership guidelines at 5x annual cash retainer; all current non‑employee directors (including Mr. Gambill) are in compliance.
- Hedging/pledging: Company prohibits directors and executives from hedging via collars, forwards, swaps, exchange funds, puts/calls or similar derivative transactions. Insider Trading Policy maintained and filed as 10‑K exhibit. (No explicit pledging policy disclosed.)
Governance Assessment
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Positives/signals
- Independent Lead Director with clearly defined authority, overseeing executive sessions each regular meeting—helpful counterbalance to combined Chair/CEO.
- Documented independence, committee service on Nominating & Corporate Governance, and Executive Committee membership.
- Strong engagement signals: Board met 5 times in 2024; all directors achieved at least 75% attendance; policy for director attendance at annual meeting followed.
- Ownership alignment: mandatory 5x fee ownership guideline; in‑compliance status; equity grants fully vested but retention until guideline met.
- Shareholder sentiment: say‑on‑pay received 98.3% approval in 2024, indicating broad support for compensation governance.
- Risk safeguards: anti‑hedging restrictions and a Dodd‑Frank compliant clawback policy for executives; supports overall governance risk posture.
-
Watch items/RED FLAGS to monitor
- Combined Chair/CEO structure and significant Gottwald family influence (including multiple family members as employees and substantial share ownership) increase reliance on the Lead Director and independent committee oversight; continued vigilance warranted.
- Executive Committee includes CEO/Chair and family member Bruce C. Gottwald as Chair; while it did not meet in 2024, concentration of authority should remain a focus area.
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Compensation structure (director): Cash retainer plus equity retainer of ~$100K; no options; no performance‑conditioned director equity. Lead Director receives incremental cash fees, aligning compensation with added governance responsibilities.
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Conflicts/related parties: No related‑party transactions disclosed involving Mr. Gambill; independence affirmed.
Reference Notes
- Board/committee structure, independence, meetings/attendance, Lead Director role:
- Director bio, age, tenure, background/skills:
- Director compensation schedule and FY2024 amounts:
- Annual stock retainer and ownership guidelines:
- Beneficial ownership (director/executives):
- Related‑party transactions policy and disclosures:
- Anti‑hedging policy and insider trading policy reference:
- Say‑on‑pay result (2024): 98.3% approval.