Stock-based Compensation
The 2023 Incentive Compensation and Stock Plan (the Plan) was approved on April 27, 2023 and replaced the 2014 Incentive Compensation and Stock Plan (the Prior Plan). No new awards may be granted under the Prior Plan, but the terms of the Prior Plan continue to govern awards that were issued under the Prior Plan and remain outstanding. Awards outstanding under the Prior Plan will remain in effect until vested or forfeited under their terms.
Any employee of our company or an affiliate or a person who is a member of our Board of Directors or the board of directors of an affiliate is eligible to participate in the Plan if the Compensation Committee of the Board of Directors (the Administrator), in its sole discretion, determines that such person has contributed or can be expected to contribute to the profits or growth of our company or affiliates (each, a participant). Under the terms of the Plan, we may grant participants stock awards, incentive awards, stock units, or options (which may be either incentive stock options or nonqualified stock options), or stock appreciation rights (SARs), which may be granted with a related option. Stock options entitle the participant to purchase a specified number of shares of our common stock at a price that is fixed by the Administrator at the time the option is granted; provided, however, that the price cannot be less than the shares’ fair market value on the date of grant. The maximum period in which an option may be exercised is fixed by the Administrator at the time the option is granted but, in the case of an incentive stock option, cannot exceed 10 years. No participant may be granted or awarded, in any calendar year, shares, options, SARs, or stock units covering more than 10,000 shares of our common stock in the aggregate. For purposes of this limitation and the individual limitation on the grant of options, an option and corresponding SAR are treated as a single award. No participant may receive, in a single calendar year, an incentive award cash payment under the Plan exceeding $2,000,000. A non-employee director may not be granted an incentive award and may not be granted more than 1,000 shares of common stock in a calendar year.
The maximum aggregate number of shares of our common stock that may be issued under the Plan is 250,000. At December 31, 2025, 231,840 shares were available for grant. During 2025, we granted 720 shares to five of our non-employee directors, which vested immediately.
A summary of activity during 2025 related to NewMarket’s restricted stock and restricted stock units (stock awards) is presented below in whole shares.
| | | | | | | | | | | | | | |
| | Number of Shares | | Weighted Average Grant-Date Fair Value |
| Unvested stock awards at January 1, 2025 | | 36,460 | | | $ | 410.00 | |
| Granted in 2025 | | 8,740 | | | 562.19 | |
| Vested in 2025 | | (5,356) | | | 414.19 | |
| Forfeited in 2025 | | (1,385) | | | 448.93 | |
| Unvested stock awards at December 31, 2025 | | 38,459 | | | 442.60 | |
The weighted average grant-date fair value was $621.31 for stock awards granted in 2024 and $341.93 for stock awards granted in 2023. The fair value of shares vested was $2 million in both 2025 and 2024 and $3 million in 2023. We recognized compensation expense of $3 million in 2025, $2 million in 2024 and $4 million in 2023 related to stock awards. At December 31, 2025, total unrecognized compensation expense related to stock awards was $8 million, which is expected to be recognized over a period of 2.3 years.