knowledge of the chemical industry and history of the company. His background and experience enable him to add institutional and industry insight to Board discussions.
Thomas E. Gottwald
; age 58; director since 1994; Chairman of the Board since July 29, 2014; President and Chief
Executive Officer of NewMarket since March 3, 2004, having previously served as President and Chief Executive Officer of Ethyl Corporation from June 1, 2001 through June 30, 2004 and President and Chief Operating Officer of Ethyl prior
thereto. As President and Chief Executive Officer of the company, Mr. Gottwald brings to the Board of Directors knowledge of the companys operations and history as well as expertise regarding the industry as a whole.
Patrick D. Hanley
; age 74; director since 2004; non-executive Chairman of Gallium Technologies, LLC (software start-up
specializing in accounts receivable software) until January 2016, having previously served as President and Chief Executive Officer of Gallium Technologies until January 2011. Mr. Hanley also previously served as Senior Vice President-Finance
and Accounting of UPS Ground Freight, Inc., formerly Overnite Corporation (truckload and less-than-truckload carrier and wholly owned subsidiary of United Parcel Service, Inc.), and also as Director, Senior Vice President and Chief Financial Officer
of Overnite Corporation. Mr. Hanley also previously served in managerial positions at Union Pacific Resources Group, Union Pacific Corporation and Ford Motor Company. From 2010 through 2016, Mr. Hanley also served on the board of directors
of Xenith Bankshares, Inc. Other directorship: Old Dominion Freight Line, Inc., where he serves on the audit and compensation committees. Mr. Hanley brings to the Board of Directors insight and knowledge into the management of public companies
as well as accounting, finance and Securities and Exchange Commission reporting experience.
H. Hiter Harris, III
;
age 58; director since 2015; co-founded Harris Williams & Co., where he also serves as a Managing Director. Having advised on more than 200 mergers and acquisitions transactions at an international investment banking firm focused on the
middle market, Mr. Harris brings to the Board of Directors a wealth of transactional experience and financial expertise, as well as significant knowledge of middle market companies.
James E. Rogers
; age 73; director since 2003; former chairman of BackOffice Associates, LLC (provider of SAP data
quality, migration and governance solutions); previously served as President of SCI Investors Inc. (private equity investment firm) until January 1, 2011. Mr. Rogers brings to the Board of Directors leadership experience and expertise regarding
the management of public companies due to his board and board committee experience and his previous membership on the boards of Caraustar Industries, Inc., Wellman, Inc., Cadmus Communications, Owens & Minor, Inc. and Chesapeake Corporation.
Our Board of Directors unanimously recommends that you vote FOR each of the nominees listed above.
Board of Directors
Our company is managed under the direction of our Board of Directors, which has adopted Corporate Governance Guidelines to set forth certain
corporate governance practices. The Corporate Governance Guidelines are available on our website at
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under Investor Relations, Corporate Governance.
Independence of Directors
Upon the recommendation of our Nominating and Corporate Governance Committee, our Board of Directors has affirmatively determined that each of
the following directors is independent under the general listing standards of the New York Stock Exchange, the exchange on which shares of NewMarket common stock are listed, and our Corporate Governance Guidelines: Messrs. Gambill,
Hanley, Harris, Rogers and Ms. Cothran. Our Board has adopted categorical standards, as part of our Corporate Governance Guidelines, to assist it in making determinations of independence. Each of the directors identified as independent in this
proxy statement meets these standards. A copy of these standards is attached as
Annex A
to this proxy statement. In determining the independence of Mr. Harris, the Board considered that he is an employee of Harris Williams &
Co., a wholly owned subsidiary of PNC Bank, N.A., which is a part of The PNC Financial Services Group, Inc. (NYSE: PNC). Affiliates of PNC provide various financial and banking services to us, including acting as co-syndication agent in our
revolving credit facility. Our Board determined that these payments and relationships were not material and did not impair Mr. Harris independence.
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