Ting Xu
NEWMARKETAbout Ting Xu
Independent director at NewMarket Corporation (NEU) since 2022; age 59. Founder and Chairwoman of Evergreen Enterprises (home and garden décor wholesaler) with deep B2C, logistics, and entrepreneurial background; initially elected to NEU’s board in February 2022. Education noted publicly as Old Dominion University (external profile). Independent under NYSE standards; serves on the Audit Committee and is Chair of the Compensation Committee; identified as an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evergreen Enterprises | Founder & Chairwoman | 1993–present | Built one of the largest U.S. flag/home décor wholesalers; B2C perspective and global logistics expertise |
| Plow & Hearth (PH International LLC) | Chairwoman/Majority Owner | c. 2010–present | Multi-channel retail of home/outdoor products |
| VivaTerra | Chairwoman/Majority Owner | c. 2014–present | Eco-friendly décor retailer |
| Virginia State Health Dept. | Computer Programmer (early career) | 1990s | Technical background (data/IT) |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| Nature Conservancy – Virginia Chapter | Board member | Non-profit | Conservation governance experience |
| VPM Media Corporation | Board member | Non-profit | Media governance experience |
No other public company directorships disclosed beyond NEU.
Board Governance
- Independence: Board affirms Ms. Xu is independent under NYSE standards and NEU guidelines.
- Committee assignments: Audit Committee (member); Compensation Committee (Chair). Audit Committee members, including Ms. Xu, designated as “Audit Committee financial experts.”
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of aggregate Board and applicable committee meetings. Policy expects directors to attend annual meetings; all directors attended last year’s meeting.
- Executive sessions and structure: Independent directors meet in executive session at each regular meeting; Lead Director presides. NEU maintains combined CEO/Chair with a Lead Director structure.
| Governance Item | 2024 Detail |
|---|---|
| Board meetings held | 5 |
| Audit Committee meetings | 5 |
| Compensation Committee meetings | 4 |
| Nominating & Corporate Governance meetings | 2 |
| Director independence (Xu) | Independent |
| Audit Committee financial expert (Xu) | Yes (Board determined each member qualifies) |
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $100,000 | Annual, paid quarterly |
| Committee fees (implied) | $25,000 | Audit member $2,500/quarter ($10,000/year) + Compensation Chair $3,750/quarter ($15,000/year) = $25,000 |
| Fees earned or paid in cash (reported) | $125,000 | Matches implied breakdown above |
| Equity – Annual Stock Retainer | $100,468 | 193 fully vested shares granted July 1, 2024; FMV per ASC 718 |
| Total (cash + equity) | $225,468 | 2024 total director compensation for Ms. Xu |
Additional director compensation features:
- No meeting fees for directors; employee directors do not receive board retainers.
- Annual stock retainer shares are fully vested at grant; directors may sell subject to ownership guidelines and securities laws.
- Director stock ownership guideline: at least 5x annual cash director fee; all current non-employee directors are in compliance.
Performance Compensation (Director)
| Element | Status | Notes |
|---|---|---|
| Performance-based equity (PSUs/options) | None for directors | Annual director grant is time-vested and fully vested at grant; no options granted to directors |
| Performance metrics tied to director pay | Not applicable | Director compensation not tied to operating/ESG metrics |
NEU’s performance equity and operating-profit bonus metrics apply to executives, not directors. Ms. Xu, as Compensation Committee Chair, oversees these programs; the committee engaged Frederic W. Cook & Co. (FWC) with no conflicts in 2024.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Evidence |
|---|---|---|
| None disclosed among NEU competitors/suppliers/customers | No related-party transactions involving Ms. Xu disclosed | Related party transactions in 2024 involve the Gottwald family and The London Company; none involve Ms. Xu. |
Expertise & Qualifications
- CEO/Senior Executive leadership; Entrepreneurship; Financial/Accounting; Global business; EHS; M&A; Corporate governance/ethics.
- Brings B2C and global logistics perspective from Evergreen Enterprises.
- Audit Committee financial expert designation (as a member of the Audit Committee).
Equity Ownership
| As of Feb 24, 2025 | Shares | % Outstanding | Notes |
|---|---|---|---|
| Ting Xu beneficial ownership | 715 | <1% | Per directors & officers table |
Additional alignment/controls:
- Director stock ownership guideline of 5x annual cash director fee; current non-employee directors are compliant.
- Anti-hedging policy for directors and officers; prohibits hedging/derivatives involving company securities.
- Insider Trading Policy governs trading and blackout procedures; filed with 10-K exhibits.
- No pledging disclosed for Ms. Xu.
Insider Trades (Form 4)
| Date | Transaction | Shares | Source |
|---|---|---|---|
| 2024-07-02 | Annual stock grant (non-employee director) under 2023 Incentive Plan | 193 | Proxy confirms 193 shares awarded on 2024-07-01; Form 4 filed 2024-07-02 |
| 2025-07-01 | Annual stock grant (non-employee director) | — | Form 4 filed for Ms. Xu; annual director stock grant under plan (shares per filing) |
Note: Annual director equity awards are fully vested upon grant and subject to ownership guidelines.
Governance Assessment
- Strengths:
- Independent director; Audit Committee financial expert; chairs Compensation Committee.
- Robust director ownership guideline (5x cash fee) with full compliance; anti-hedging policy in place.
- Compensation Committee retains independent advisor (FWC) with no conflicts; 2024 say‑on‑pay approval was 98.3%, indicating strong shareholder support for pay practices.
- Attendance acceptable (75%+); engaged committees (Audit 5x; Comp 4x in 2024).
- Potential Risks/Watch items:
- Company-level related-party dynamics (Gottwald family roles and compensation) reflect legacy control-person considerations; while not involving Ms. Xu, they are a governance context risk to monitor for Compensation Committee independence optics.
- Combined Chair/CEO structure mitigated by Lead Director and regular executive sessions; continue to monitor board independence and challenge function.
Appendix: Director Compensation Detail (FY2024)
| Metric | Value | Source |
|---|---|---|
| Fees earned or paid in cash | $125,000 | |
| Stock awards (grant-date fair value) | $100,468 | |
| Total | $225,468 | |
| Annual stock grant shares (7/1/2024) | 193 | |
| Ownership guideline | 5x annual cash director fee | |
| Compliance with guideline | In compliance |
Sources
- NEU DEF 14A (Mar 12, 2025): board/committees, independence, attendance, director pay, ownership, policies.
- NEU press release (Feb 25, 2022): election of Ms. Xu; external roles at Evergreen, Plow & Hearth, VivaTerra.
- Evergreen Enterprises – Team bio (Founder & Chairman).
- Virginia Business profile – education/background.
- RVA757 Connects bio – non-profit board roles.
- SEC Form 4 filings (annual director grants).