Timothy K. Fitzgerald
NEWMARKETAbout Timothy K. Fitzgerald
Timothy K. Fitzgerald, age 48, is NewMarket’s Vice President and Chief Financial Officer (Principal Financial Officer) since January 1, 2025; he joined the company in November 2014 as Operations Finance Director and served as Treasurer and Finance Director beginning January 1, 2024 (education not disclosed in filings) . He assumed interim Principal Accounting Officer responsibilities following the Controller’s resignation effective November 26, 2025 . Company performance context: FY2024 net income was $462 million (EPS $48.22), petroleum additives sales were $2.6 billion with operating profit of $592 million, and specialty materials delivered $141 million of sales and $17 million operating profit . In Q3 2025, Fitzgerald hosted the earnings call noting net income of $100 million (EPS $10.67), nine‑month net income of $337 million (EPS $35.78), and petroleum additives operating profit of $131 million for the quarter—down versus a record prior-year quarter due to network optimization charges, lower shipments, and higher R&D; nine‑month petroleum additives operating profit was $413 million . He certified the FY2024 Form 10‑K under SOX Sections 302 and 906 .
Company performance context (Pay vs Performance table data):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return ($) | 83.52 | 73.56 | 68.64 | 122.96 | 121.16 |
| Peer Group TSR ($) | 116.33 | 148.60 | 111.65 | 128.28 | 126.04 |
| Net Income ($000s) | 270,568 | 190,908 | 279,538 | 388,864 | 462,413 |
| Operating Profit ($000s) | 319,000 | 266,000 | 363,000 | 493,000 | 599,000 |
Q3 2025 vs Q3 2024 highlights:
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Net Income ($MM) | 132 | 100 |
| Diluted EPS ($) | 13.79 | 10.67 |
| Petroleum Additives Sales ($MM) | 663 | 649 |
| Petroleum Additives Operating Profit ($MM) | 157 | 131 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NewMarket Corporation | Operations Finance Director | Nov 2014–Dec 2023 | Finance leadership role; internal progression towards Treasurer/Finance Director |
| NewMarket Corporation | Treasurer & Finance Director | Jan 1, 2024–Dec 31, 2024 | Elevated corporate finance responsibilities prior to CFO appointment |
| NewMarket Corporation | Vice President & Chief Financial Officer (Principal Financial Officer) | Jan 1, 2025–Present | Hosts earnings calls, signs SEC reports and certifications |
| NewMarket Corporation | Interim Principal Accounting Officer | Nov 26, 2025–Interim | Assumed PAO duties following Controller’s resignation |
Fixed Compensation
- NEU sets NEO base salaries using peer benchmarking; generally within ±20% of peer median; 2024 increases applied to other NEOs, but Fitzgerald’s 2025 base salary is not disclosed .
- NEU does not enter long-term employment or change-in-control agreements with NEOs and provides limited perquisites; clawback policy is in place .
CFO (prior, 2024) Summary Compensation (context for role compensation at NEU):
| Item | Amount |
|---|---|
| Salary ($) | 415,000 |
| Stock Awards ($) | 166,424 |
| Non-Equity Incentive ($) | 250,000 |
| Change in Pension Value ($) | 260,822 |
| All Other Compensation ($) | 20,750 |
| Total ($) | 1,112,996 |
Performance Compensation
NEU’s incentive architecture ties pay to operating profit (annual cash) and long-term EPS (performance stock). 2025 awards followed the 2024 design .
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (Executive Bonus Plan) | Operating Profit (company-wide), discretionary negative adjustment | Cash; not equity | No pre-set target; maximum set by % of operating profit | N/A for Fitzgerald | N/A for Fitzgerald | Paid post-year; subject to Committee discretion |
| Maximum Bonus % (context – prior CFO, 2024) | Operating Profit | N/A | 0.15% of OP; cap $2,000,000 | 2024 OP ≈ $599MM → initial max $898,500 | Final bonus: $250,000 | Annual cash payout |
| Performance Stock (PSUs) – 2024 design | Five-year EPS (FY2028) | 100% of award tied to EPS | Target EPS (not disclosed) → 100% shares; ~80% of target → 50% shares | N/A | 50%–100% of shares at threshold/target | Cliff based on FY2028 EPS; retirement pro‑rata; death/disability pro‑rata; CoC vesting if not assumed or with involuntary termination within 12 months |
| 2024 PSU award to prior CFO (Skrobacz) | EPS (FY2028) | N/A | Target: 263 shares | N/A | Per plan | Grant date 3/5/2024; threshold 132 shares; grant date fair value $166,424 |
Notes:
- Annual bonus maximums in 2024 were 0.35% (CEO), 0.20% (Afton President), and 0.15% (other NEOs), up to $2,000,000; 2024 OP basis ≈ $599 million (GAAP OP $590 million plus bonus charge) .
- NEU does not use stock options; no option-like instruments .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3x salary; other NEOs 1x salary; five years to comply; current NEOs are in compliance (2024 NEOs) .
- Anti-hedging policy prohibits collars, swaps, exchange funds, and derivatives on Company securities .
- No stock options utilized in executive program .
- Individual beneficial ownership for Fitzgerald is not enumerated in the 2025 proxy’s officer table; prior CFO and other NEOs are listed .
Ownership guideline reference:
| Role | Required Ownership |
|---|---|
| CEO | 3x annual cash salary |
| Other NEOs (incl. CFO) | 1x annual cash salary |
Employment Terms
- No employment agreements, severance, or separate change‑in‑control agreements for NEOs; benefits are through qualified plans and equity plans .
- Equity awards: restricted stock vests on death/disability; performance stock forfeited on termination (except retirement/death/disability pro‑rata). On change in control for awards granted after 2023, vesting based on actual (or target if not determinable) performance occurs if awards are not assumed/substituted, or upon involuntary termination without cause/for good reason within 12 months (double trigger) .
- Clawback policy: amended in 2023 to align with SEC rules; recovers erroneously awarded incentive-based compensation after accounting restatements .
- Non-compete, non-solicit, pledging policy, garden leave, and post-termination consulting terms are not disclosed.
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation Committee: Ting Xu (Chair), James E. Rogers, Lilo S. Ukrop; all NYSE‑independent; four meetings in 2024 .
- Consultant: Frederic W. Cook & Co., Inc. (FWC), no conflicts; advised on program design and peer group .
- 2024 Compensation Peer Group (14 companies): Ashland; Avient; Axalta Coating; Cabot; FMC; H.B. Fuller; Ingevity; Innospec; Minerals Technologies; Quaker Chemical; RPM International; Sensient Technologies; Stepan; Valvoline .
- Say‑on‑Pay 2024 approval: 98.3% of votes cast; no program changes made in response .
Risk Indicators & Red Flags
- No employment or separate change‑in‑control agreements (reduces guaranteed payouts risk) .
- Equity awards have long-dated EPS triggers (FY2028), moderating short-term selling pressure; vesting acceleration requires non-assumption or a double‑trigger event .
- Anti‑hedging policy in place; anti‑pledging not specified .
- Controller resignation (Nov 2025) cited no dispute; Fitzgerald serving as interim PAO, adding scope of responsibility .
Investment Implications
- Long-dated, EPS-based performance stock awards (2024/2025 design) align pay with multi-year earnings quality and reduce near-term equity selling pressure; vesting requires at least ~80% of target EPS for partial payout and 100% for full payout at FY2028, with retirement/death/disability pro‑rata treatment .
- Annual cash bonuses are capped by operating profit percentages and subject to negative discretion, tempering upside and linking payouts to profitability; in 2024, the prior CFO’s initial maximum was $898,500 on ~$599 million OP with an actual payout of $250,000 .
- Governance signals are constructive: high say‑on‑pay support (98.3%), independent committee, external consultant, formal clawback, and no options or separate CIC agreements—supporting pay‑for‑performance and lower entrenchment risk .
- Execution focus under Fitzgerald includes manufacturing network optimization and R&D investment amid soft shipments and tariff/inflation headwinds; monitor EPS trajectory and petroleum additives operating profit as key levers for PSU vesting and cash bonus outcomes .