SEC Form DEF 14A filed by FutureFuel Corp.

2800 Gap Road,

Batesville, Arkansas 72501

 

 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 11, 2025

 

September 29, 2025

 

TO THE SHAREHOLDERS OF FUTUREFUEL CORP.

 

Notice is hereby given that the annual meeting of shareholders of FutureFuel Corp. will be held on Tuesday, November 11, 2025 at 8235 Forsyth Blvd., 6th Floor, Westward Room, Clayton, Missouri 63105 at 10:00 a.m. local time (the “Annual Meeting”), for the following purposes:

 

(1)

to elect two directors: Donald C. Bedell and Ronald J. Kruszewski.

 

(2)

to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025; and

 

(5)

to transact such other business as may properly come before the meeting.

 

The record date for the determination of holders of our common stock entitled to notice of and to vote at the Annual Meeting is September 19, 2025. Only shareholders of record at the close of business on the record date will be entitled to vote at the Annual Meeting or any adjournment thereof. It is important that your shares be represented at this meeting to help ensure the presence of a quorum and to ensure that your shares are represented.

 

	By Order of the Board of Directors,
	/s/ Rose M. Sparks
	Rose M. Sparks, Chief Financial Officer

 

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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON NOVEMBER 11, 2025.

 

The Securities and Exchange Commission (“SEC”) rules allow us to furnish proxy materials to our shareholders on the Internet. We are pleased to take advantage of these rules and believe that they enable us to provide our shareholders with the information that they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. Additionally, and in accordance with SEC rules, you may access our proxy materials at www.investorvote.com/FF, which does not have “cookies” that identify visitors to the site. This notice, the proxy statement attached to this notice, our annual report to shareholders for the year ended December 31, 2024, as amended, and our report on Form 10-Q for the quarter ended June 30, 2025 are also available free of charge from the “Investors” tab of our website at www.futurefuelcorporation.com.

 

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YOUR VOTE IS IMPORTANT, PLEASE VOTE BY TOLL-FREE CALL, VIA THE INTERNET OR BY COMPLETING, SIGNING, DATING AND RETURNING A PROXY CARD.

 

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2800 GAP ROAD,

BATESVILLE, ARKANSAS 72501

 

PROXY STATEMENT

 

This Proxy Statement contains information relating to the annual meeting of shareholders of FutureFuel Corp. (or the Company, we, us, or our) (the “Annual Meeting”).  Through this notice and proxy statement, our board of directors is soliciting proxies for the Annual Meeting. Our Annual Report for the year ended December 31, 2024 (the “2024 Annual Report”), is also made available with this Proxy Statement, as are proxy cards and our report on Form 10-Q for the quarter ended June 30, 2025.  These documents provide important information about our business, including annual audited financial statements.

 

Date, Time, and Place Information.

 

Date, Time, and Place of the Meeting.

 

The Annual Meeting will be held at 8235 Forsyth Blvd., 6th Floor, Westward Room, Clayton, Missouri 63105 on Tuesday, the 11th day of November, 2025 at 10:00 a.m., local time, subject to adjournments or postponements.

 

Approximate Date on Which this Proxy Statement Is First Sent to Security Holders.

 

Notice of the Annual Meeting of shareholders is first being mailed to shareholders, and this Proxy Statement, the form of proxy included herein, our 2024 Annual Report, and our June 30, 2025 Report on Form 10-Q are first being made available electronically to shareholders on or around September 29, 2025. 

 

Shareholder Proposals for the Next Annual Meeting.

 

The date of the Annual Meeting was moved back more than 30 days from the date of the 2024 annual meeting, which was held on September 19, 2024, and it is possible that the date of the 2026 annual meeting will be moved forward by more than 30 days. Any shareholder desiring to make a proposal to be acted upon at the 2026 annual meeting of our shareholders and to be considered for inclusion in our proxy statement and form of proxy for that annual meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must present such proposal to us at our principal office set forth above by one of the following deadlines, as applicable, depending on whether the date of the 2026 annual meeting is changed by more than 30 days from the date of the Annual Meeting: (a) if the 2026 annual meeting date is changed by more than 30 days from the date of the Annual Meeting, then within a reasonable time before the Company begins to print and send its proxy materials for the 2026 annual meeting, or (b) if the 2026 annual meeting date is not changed by more than 30 days from the date of the Annual Meeting, then by June 1, 2025.

 

In addition to any other applicable requirements, for business properly to be brought before an annual meeting by a shareholder (including business not to be considered for inclusion in our proxy statement), our bylaws provide that the shareholder must have given timely notice thereof in proper written form to our corporate secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at our principal executive office, 2800 Gap Road, Batesville, Arkansas 72501, not less than 30 days nor more than 60 days prior to the annual meeting; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the annual meeting is given or made to shareholders, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. To be in proper written form, a shareholder’s notice to our corporate secretary must set forth in writing as to each matter the shareholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reason for conducting such business at the annual meeting; (ii) the name and address, as they appear on our books, of the shareholder proposing such business; (iii) the class and number of shares of our stock which are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business. If a shareholder desires to submit a proposal to be acted upon at our 2026 annual meeting but not included in our proxy statement and form of proxy for that meeting, such shareholder must satisfy the advance notice provisions of our bylaws described herein.

 

 

Shareholder nominations for director must comply with the notice and informational requirements described above for other shareholder proposals, as well as additional information that would be required under applicable United States Securities and Exchange Commission (or SEC) proxy rules and the policies of the Nominating/Corporate Governance Committee of our board, particularly appendices A, B, and C of our Nominating/Corporate Governance Committee charter. A copy of our Nominating/Corporate Governance Committee charter may be found on our internet web site at https://futurefuel-corporation.ir.rdgfilings.com/wp-content/uploads/sites/34/2021/04/Nominating_Committee_Charter.pdf. In addition, a copy may be obtained free of charge through a written request to us at our principal executive office set forth above, attention corporate secretary.

 

Matters to Be Voted Upon.

 

The following matters are to be voted upon at the Annual Meeting.

 

PROPOSAL ONE - ELECTION OF DIRECTORS

 

Our board has nominated two persons for election to our board at the Annual Meeting: Donald C. Bedell and Ronald J. Kruszewski.

 

Donald C. Bedell has been a member of our board since 2008 and Chairman of the board since December 2024. Mr. Bedell is chairman of the board of privately held Castle Partners and its affiliates, based in Sikeston, Missouri, which operate over 35 skilled nursing, health care, pharmaceutical, hospice, and therapy facilities throughout Missouri and other states. Mr. Bedell is a director of First Community Bank of Batesville, Arkansas and is a member of the executive committee of such bank and its holding company. He is also a director of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.

 

Our board believes that Mr. Bedell’s experience, knowledge, skills, and expertise acquired as the chairman at Castle Partners, including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board. Additionally, Mr. Bedell’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.

 

Ronald J. Kruszewski has served on our board since July 2022. He is Chairman of the Board and Chief Executive Officer of Stifel Financial Corp. and its principal subsidiary, Stifel, Nicolaus & Company, Incorporated. He joined the firm as Chief Executive Officer in 1997 and was named Chairman in 2001. Mr. Kruszewski is the current Chairman of the American Securities Association (ASA) and serves on the Board of Directors of the Securities Industry and Financial Markets Association (SIFMA). From 2014 through 2019, he served on the Federal Advisory Council of the St. Louis Federal Reserve Board of Directors. Additionally, he serves on the Board of Trustees for both Saint Louis University and the U.S. Ski and Snowboard Team Foundation.

 

Active in community affairs, Mr. Kruszewski serves as a member of the Chair’s Council for Greater St. Louis Inc. He is also the past Chairman of the Board of Directors of Downtown STL, Inc. and past non‐executive Chairman of the Board of Directors of Angelica Corporation. In addition, he is a member of the St. Louis Chapter of the World Presidents’ Organization, and under Mr. Kruszewski’s leadership, Stifel became a member of the World Economic Forum in 2023. In 2019, Mr. Kruszewski won the Horatio Alger Award and was selected for membership in the Horatio Alger Association of Distinguished Americans, which honors individuals who have overcome adversity to achieve success and who have demonstrated commitment to higher education and charitable endeavors.

 

Our board believes that Mr. Kruszewski’s extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of public companies’ day-to-day operations and strategy add significant value to our board and the Company.

 

Under our certificate of incorporation, our directors are divided into three classes, serving staggered three-year terms. Mr. Bedell and Mr. Kruszewski are standing for re-election as Class A members of our board for three-year terms expiring in 2028, subject to their earlier resignation, removal or death.

 

Terrance C.Z. (Terry) Egger is a Class A member of our board whose term expires in 2025. Mr. Egger will retire from his role as a member of our board effective as of the Annual Meeting and will not stand for re-election at the Annual Meeting. Our board has approved a reduction in the size of the board to eight directors effective as of the Annual Meeting.

 

The persons named as attorneys-in-fact in the shareholder proxy card electronically available at www.investorvote.com/FF will vote for the election of the nominees listed above as directors, unless authority to so vote is withheld. Although our board expects that the nominees will be available for election, in the event a vacancy in the slate of nominees occurs, shares of our common stock represented by proxies will be voted for the election of substitute nominees selected by the persons named as attorneys-in-fact in the accompanying shareholder proxy card.

 

 

The names of the nominees for election and the other continuing members of our board, and certain other information with respect to such persons, are set forth below.

 

Nominees for Election as Class A Directors for Three-Year Terms Expiring in 2028

 

Name, Age, and Positions with the Company		Director of the Company Since
Donald C. Bedell, 83, Director		2008
Ronald J. Kruszewski, 66, Director		2022

 

Continuing Directors

 

Name, Age, and Positions with the Company		Class		Term Expiring		Director of the Company Since
Paul M. Manheim, 76. Mr. Manheim has been member of our board since July 15, 2011.		B		2026		2011
Paul A. Novelly, II, 57. Mr. Novelly has been a member of our board since July 8, 2022.		B		2026		2022
Richard P. Rowe, 64, Mr. Rowe has been a member of our board since August 13, 2024		B		2026		2024
Dale E. Cole, 76; Mr. Cole has been a member of our board since August 27, 2015.		C		2027		2015
G. Bruce Greer, 64; Mr. Greer has been member of our board since March 12, 2024.		C		2027		2024
Pamela R. Butcher, 67; Ms. Butcher has been member of our board since April 3, 2025.		C		2027		2025

 

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.

 

PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Grant Thornton has been our independent registered public accounting firm since May 22, 2024. Our board seeks shareholder ratification of its appointment of Grant Thornton as our independent registered public accounting firm for the fiscal year ended December 31, 2025. A representative from Grant Thornton is expected to be present at the Annual Meeting and will have an opportunity to make a statement if the representative desires to do so and to respond to appropriate questions. Additional information regarding our independent registered public accounting firm is set forth under the caption “Independent Public Accountants” beginning at page 26 below. If our shareholders do not ratify the appointment of Grant Thornton, our board will consider the selection of other auditors.

 

In light of the foregoing, we ask our shareholders to vote on the following resolution at the Annual Meeting.

 

RESOLVED, that the shareholders of the Company ratify the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

OUR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.

 

Revocability of Proxy.

 

Execution and return of a proxy card will not in any way affect a shareholder’s right to attend and to vote in person at the Annual Meeting. Any proxy may be revoked by the shareholder giving it, at any time prior to its being voted, by: (i) filing a notice of revocation with our corporate secretary at 2800 Gap Road, Batesville, Arkansas 72501; (ii) executing and delivering a duly executed proxy bearing a later date; or (iii) attending the Annual Meeting and voting in person. A notice of revocation need not be on any specific form. Attendance at the Annual Meeting will not by itself constitute revocation of a proxy.

 

 

Dissenters Rights of Appraisal.

 

There are no rights of appraisal or similar rights of dissenters with respect to any matter to be acted upon at the Annual Meeting.

 

Persons Making the Solicitation.

 

The solicitation in this Proxy Statement is being made by us. We will solicit proxies by mail, email or by telephone, and our directors, officers, and employees also may solicit proxies, without additional compensation, on our behalf. We will not be using any specially engaged employees or paid solicitors. All expenses incurred in this solicitation will be paid by us. Banks, brokerage houses, and other institutions, nominees, and fiduciaries will be requested to forward the proxy materials to beneficial owners and to obtain authorization for the execution of proxies. 

 

None of our directors has informed us in writing that he/she intends to oppose any action intended to be taken by us at the Annual Meeting.

 

Interest of Certain Persons in Matters to be Acted Upon.

 

None of our directors, executive officers, the nominees for director, or any of their associates has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.

 

Voting Securities and Principal Holders Thereof.

 

Voting Securities.

 

We only have one class of voting stock outstanding, and that is our common stock. As of September 19, 2025 (the record date for the Annual Meeting), there were outstanding 43,803,243 shares of our common stock. Each share of our common stock issued and outstanding on the record date is entitled to one vote on each proposal at the Annual Meeting.

 

Record Date.

 

Our board has fixed the close of business on September 19, 2025 as the record date for the determination of our shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Accordingly, only holders of record of shares of our common stock at the close of business on the record date are entitled to notice of the Annual Meeting and to attend and vote at such meeting.

 

No Cumulative Voting Rights.

 

Holders of our common stock do not have cumulative voting rights.

 

 

Security Ownership of Certain Beneficial Owners.

 

The following table sets forth the number and percentage of shares of our common stock owned by all persons known by us to be the beneficial owners of more than 5% of our shares of common stock as of September 16, 2025.

 

		Amount of				Percent of
		Beneficial				Common
Name and Address of Beneficial Owner		Ownership				Stock
Paul Anthony Novelly II (a)			17,475,100				39.9	%
8235 Forsyth Blvd., 4th Floor
Clayton, MO 63105
Dimensional Fund Advisors LP (b)			2,218,292				5.1	%
6300 Bee Cave Road, Building One
Austin, TX 78746

 

	(a)	Includes 17,085,100 shares of common stock held by St. Albans Global Management, LLC and 375,000 shares of common stock held by Apex Holding Co. Mr. Novelly II is the sole manager of SAGM Holdings, LLC, which is the manager of St. Albans Global Management, LLC and the chief executive officer of Apex Holding Co., and thereby has voting and investment power over such shares and may be deemed to share beneficial ownership. Also includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Company’s 2017 Omnibus Incentive Plan (“Incentive Plan”).
	(b)	Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on January 23, 2025. According to the filing, Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-advisor to certain Funds. In its role as investment advisor, sub-advisor and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported above are owned by the Funds. Dimensional reported power to vote or to direct the vote of 2,166,257 shares and sole power to dispose or to direct the disposition of 2,218,292 shares. Dimensional disclaims beneficial ownership of such securities.

 

 

Security Ownership of Management.

 

The following table sets forth information, as of September 16, 2025, regarding the beneficial ownership of our common stock by each of our directors and executive officers and the executive officers of FutureFuel Chemical Company. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them and none of such shares have been pledged as security.

 

		Amount of				Percent of
		Beneficial				Common
Name of Beneficial Owner		Ownership				Stock
Paul A. Novelly II (a)			17,475,100				39.9	%
Roeland Polet (b)			760,000				1.7	%
Ronald J. Kruszewski (d) (e)			115,000				*
Donald C. Bedell (c)			109,975				*
Rose M. Sparks			19,283				*
Paul M. Manheim			24,103				*
G. Bruce Greer (d)			15,000				*
Richard P Rowe (d)			20,000				*
Terrance C.Z. Egger (f)			14,895				*
Dale E. Cole			7,516				*
Kyle Gaither			1,161				*
Pamela R. Butcher (d)			10,000				*
All directors and executive officers			18,583,433				42.4	%

*	Denotes an ownership percentage of less than 1%.

(a)

Includes 17,085,100 shares of common stock held by St. Albans Global Management, LLC and 375,000 shares of common stock held by Apex Holding Co. Mr. Novelly II is the sole manager of SAGM Holdings, LLC, which is the manager of St. Albans Global Management, LLC, and the chief executive officer of Apex Holding Co. and thereby has voting and investment power over such shares and may be deemed to share beneficial ownership. Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded to Mr. Novelly II as director under the Incentive Plan.

 

(b)	Includes 750,000 restricted stock units subject to certain vesting conditions.

 

(c)	Includes 2,500 shares of common stock owned by the Alexandra Nicole Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. Includes 2,553 shares of common stock owned by the Ashlyn Tate Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. Includes 2,500 shares of common stock owned by the Hailey Bedell Trust, a trust established by Mr. Bedell for his granddaughter as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust. Includes 86,197 shares of our common stock held by the Africa Exempt Trust, of which Mr. Bedell is a beneficiary. Includes 200 shares of common stock owned by the Charlie Cash Bedell Trust, a trust established by Mr. Bedell for his grandson as to which Mr. Bedell serves as trustee but holds no pecuniary interest; Mr. Bedell disclaims beneficial ownership of all shares of our common stock held by this trust.
(d)	Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.
(e)	Includes 100,000 shares of common stock owned by Kruszewski Investments, LLC, a Missouri limited liability company.
(f)	Mr. Egger is not standing for re-election at the Annual Meeting.

 

Change in Control.

 

We are not aware of any arrangement (including any pledge by any person of any of our securities) the operation of which may at a date subsequent to the date of this Proxy Statement result in a change in control of us. Further, we are not aware that a change in control of us has occurred since the beginning of our last fiscal year.

 

 

Directors and Executive Officers.

 

Material Proceedings.

 

No director, officer, or affiliate of us, no owner of record or beneficially of more than five percent of any class of our voting securities, and no associate of any such director, officer, affiliate, or owner is a party in any material proceeding adverse to us or to any of our subsidiaries.

 

Directors, Executive Officers, Promoters, and Control Persons.

 

Identification of Directors.

 

Our current directors are as follows:

 

Name		Age				Director Since				Term Expires
Donald C. Bedell, Chairman (a)			83				2008				2025
Paul M. Manheim			76				2011				2026
Dale E. Cole			76				2015				2027
Terrance C.Z. Egger (b)			67				2015				2025
Paul A. Novelly, II, Vice Chairman			57				2022				2026
Ronald J. Kruszewski (a)			66				2022				2025
G. Bruce Greer			64				2024				2027
Richard P. Rowe			64				2024				2026
Pamela R. Butcher (c)			67				2025				2027

 

(a)	Nominated for re-election at the Annual Meeting.
(b)	Mr. Egger is not standing for re-election at the Annual Meeting. The board has approved a reduction in the size of the Board of Directors to be effective as of the Annual Meeting.
(c)	On April 3, 2025, the board increased the size of the board and appointed Ms. Butcher to the Board of Directors as a Class C director.

 

There is no arrangement or understanding between any of the above directors and any other person pursuant to which such person was or is to be selected as a director.

 

Identification of Executive Officers.

 

The current executive officers of the Company are as follows:

 

								Officer
Name		Position		Age				Since
Roeland Polet (a)		Chief Executive Officer			62				2024
Rose M. Sparks		Principal Financial Officer and Chief Financial Officer			58				2012
Kyle Gaither		Chief Operations Officer			57				2023

 

(a)	Mr. Polet was appointed Chief Executive Officer on September 3, 2024.

 

 

There is no other arrangement or understanding between any of the above officers and any other person pursuant to which such person was or is to be selected as an officer.

 

 

Family Relationships.

 

There are no family relationship between any of our executive officers and directors.

 

Business Experience of Our Directors and Executive Officers.

 

Donald C. Bedell has been a member of our board since 2008 and Chairman of the board since 2024. Mr. Bedell is chairman of the board of privately held Castle Partners and its affiliates, based in Sikeston, Missouri, which operate over 35 skilled nursing, health care, pharmaceutical, hospice, and therapy facilities throughout Missouri and other states. Mr. Bedell is a director of First Community Bank of Batesville, Arkansas and is a member of the executive committee of such bank and its holding company. He is also a director of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.

 

Our board believes that Mr. Bedell’s experience, knowledge, skills, and expertise acquired as the chairman at Castle Partners, including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board. Additionally, Mr. Bedell’s service and experience as a director for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board.

 

Pamela R. Butcher has served as a director on the boards of publicly traded and privately held companies and has extensive business management and marketing experience in the chemical industry. Currently, she is a member of the board of directors of J.M. Huber Corporation and Pilot Chemical Corp. (“Pilot”), since 2022 and 2016, respectively. Previously, Ms. Butcher served as a member of the boards of directors of Arch Resources, Inc. (now Core Natural Resources, Inc.) from 2023 to 2025, PDC Energy, Inc. from 2022 to 2023, Gruden Topco Holdings LP/Quality Distribution Inc. from 2016 to 2021, and Trecora Resources from 2016 to 2022. Ms. Butcher was Chief Executive Officer, President, and Chief Operating Officer of Pilot from 2010 to 2021. From 1980 to 2009, Ms. Butcher worked at The Dow Chemical Company (now Dow Inc.), serving as General Manager Adhesives and Sealants, Vice President Corporate Marketing and Sales, President of Hampshire Chemical Company, and Vice President and Portfolio Manager Specialty Chemicals during her tenure. Ms. Butcher earned a Bachelor of Science in Agronomy and a Master’s of Science from Purdue University at West Lafayette. Ms. Butcher is or has been a board member of various other organizations, including the American Cleaning Institute, the Ohio Association of Manufacturers’, the Board of Trustees of the Chemical Education Foundation, and as a member of the National Association of Corporate Directors.

 

Dale E. Cole has served on our board since 2015 and is a graduate of the University of Texas at Austin with an undergraduate degree in business and finance and the Graduate School of Banking at Louisiana State University. Mr. Cole’s career in banking began in 1974 with Texas Bank and Trust Company in Dallas, TX. He then worked with First National Bank in Marshal, TX, and became President of Banc Texas McKinney in McKinney, TX in 1983. In 1988, Mr. Cole became Chairman and CEO of Worthen Banking Corporation, with two banks in Batesville and Newark, AR. Mr. Cole founded First Community Bank in 1997. He currently serves as Chairman and CEO of First Community Bank and its holding company. Mr. Cole previously served on the Board of Trustees of the Barret School of Banking in Memphis, TN, the Board of Visitors of the University of Arkansas Community College in Batesville, AR, the Board of the Chamber of Commerce, Economic Development Foundation in Batesville, AR, Lyon College Advisory Counsel, and the board of White River Medical Center in Batesville, AR. Mr. Cole previously served on the board of Lyon College in Batesville. As of December 31, 2024, First Community Bank had 33 branch locations in Northeast Arkansas and Southwest Missouri and maintained assets of over $2.9 billion.

 

Mr. Cole’s extensive career in banking built in him a strong foundation in business, regulatory environments, and corporate governance. Having served on numerous committees throughout his career, including compensation, trust, executive, asset/liability, investment, and many others, Mr. Cole’s well-rounded experience and exposure in banking and regulatory environments will strengthen the governance function of our board. Additionally, Mr. Cole’s service and experience as chairman for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board and the Company.

 

Terrance C.Z. (Terry) Egger has served on our board since 2015. He retired as the publisher and CEO of Philadelphia Media Network, parent company of the Philadelphia Inquirer, the Philadelphia Daily News and Philly.com, that region’s largest news company, in which capacity he oversaw all operations of the newspaper and its affiliates. Prior to August 2015, Mr. Egger served as president and CEO of the Cleveland 2016 Host Committee, Inc., where he led the successful effort for the City of Cleveland to host the 2016 Republican National Convention. In 2013, Mr. Egger had retired as chairman of The Plain Dealer Publishing Co. in Cleveland, parent company of The Plain Dealer, Ohio’s largest newspaper, where he had served in several executive capacities from 2006. From 1996 to 2006, Mr. Egger was the president and publisher of the St. Louis Post-Dispatch, where he supervised all operations, including its website STLtoday.com and Suburban Journals of Greater St. Louis. Terry started his newspaper career managing marketing and advertising for papers in Los Angeles, California and Tucson, Arizona. Mr. Egger is a member of the Board of Directors of Medical Mutual of Ohio and a member of the Board of Trustees of the Cleveland Clinic Foundation. He has a bachelor’s degree from Augustana College and a master’s degree in speech communication from San Diego State University.

 

 

Mr. Egger will retire from his role as a member of our board and will not stand for re-election at the Annual Meeting. The board has approved a reduction in the size of the Board of Directors to be effective as of the Annual Meeting.

 

G. Bruce Greer has served on our board since March 2024. Mr. Greer has served as President of GBGJR Advisors, an advisory firm providing strategic advice to chemical companies, private equity firms and consulting firms, since April 2017. Mr. Greer served as Vice President of Strategic Planning and IT at Olin Corporation (“Olin”) for 12 years. Prior to joining Olin, Mr. Greer spent nine years as a Vice President of Solutia, a public company spin off of The Monsanto Company, heading R&D, Commercial and Corporate Development, Strategy, M&A and running several businesses and was President of Pharma Services, and four years as a Vice President of Gemini Consulting and Services in Europe and the US, a global consulting firm with a focus on chemicals. He was a Vice President/Senior Director of Monsanto, working for the Chairman and at G D Searle. Mr. Greer was Chairman of the Board of Directors of Flexsys America L.P. Mr. Greer spent a year as a Senior Associate at Arthur Andersen LLP where his work focused on cost accounting and chemicals. He was an Assistant Professor at Northwestern University from 1988 through 1991 and served in the U.S. Navy.

 

Our board believes that Mr. Greer's extensive managerial and leadership experience in the chemical industry add significant value to our board and the Company.

 

Ronald J. Kruszewski has served on our board since July 2022. He is Chairman of the Board and Chief Executive Officer of Stifel Financial Corp. and its principal subsidiary, Stifel, Nicolaus & Company, Incorporated. He joined the firm as Chief Executive Officer in 1997 and was named Chairman in 2001. Mr. Kruszewski is the current Chairman of the American Securities Association (ASA) and serves on the Board of Directors of the Securities Industry and Financial Markets Association (SIFMA). From 2014 through 2019, he served on the Federal Advisory Council of the St. Louis Federal Reserve Board of Directors. Additionally, he serves on the Board of Trustees for both Saint Louis University and the U.S. Ski and Snowboard Team Foundation.

 

Active in community affairs, Mr. Kruszewski serves as a member of the Chair’s Council for Greater St. Louis Inc. He is also the past Chairman of the Board of Directors of Downtown STL, Inc. and past non‐executive Chairman of the Board of Directors of Angelica Corporation. In addition, he is a member of the St. Louis Chapter of the World Presidents’ Organization, and under Mr. Kruszewski’s leadership, Stifel became a member of the World Economic Forum in 2023. In 2019, Mr. Kruszewski won the Horatio Alger Award and was selected for membership in the Horatio Alger Association of Distinguished Americans, which honors individuals who have overcome adversity to achieve success and who have demonstrated commitment to higher education and charitable endeavors.

 

Our board believes that Mr. Kruszewski’s extensive managerial and leadership experience in the financial services industry in addition to a comprehensive understanding and knowledge of public companies’ day-to-day operations and strategy add significant value to our board and the Company.

 

Paul M. Manheim has served on our board since 2011. Mr. Manheim is currently a non-executive director of HAL Real Estate Inc., which develops and owns a portfolio of real estate in the Pacific Northwest consisting of multi-family, office, and mixed-use assets. He was the president and chief executive officer of HAL Real Estate Inc. until September 2005. HAL Real Estate Inc. is a subsidiary of HAL Holding N.V. Mr. Manheim joined Holland America Line, N.V., the predecessor of HAL Holding N.V., an international holding company traded on the Amsterdam Stock Exchange, in 1982 and filled various positions in the financial and corporate development areas. June 2005 to 2014, Mr. Manheim was the chairman of the board of Shanghai Red Star Optical Company, which owned a portfolio of optical retail outlets in China and was affiliated with Europe’s largest optical retailer. Mr. Manheim has served as a director and chairman of the audit committee of World Point Terminals, Inc. and its predecessor since 2009. He is also a director of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States. Mr. Manheim received a bachelor of commerce degree with honors from the University of New South Wales, Australia, and qualified as a Chartered Accountant in 1976.

 

Our board believes that Mr. Manheim’s experience, knowledge, skills, and expertise acquired as the president and chief executive officer at HAL Real Estate Inc., including experience and understanding of business strategy formation and execution from both a board and management perspective, add significant value to our board. Additionally, Mr. Manheim’s service and experience as a director for other boards, strengthens the governance and functioning of our board. Finally, Mr. Manheim’s experience as the chairman of the audit committee of WPT GP, LLC and his experience as a chartered accountant add significant value to our board and the Company.

 

 

Paul A. Novelly II has served on our board since July 2022. He serves as the Chief Executive Officer of Apex Holding Co. and its subsidiary Apex Oil Company, Inc., a privately held company based in St. Louis, Missouri, which together with its affiliates is engaged in trading, storage, marketing, and transportation of petroleum products, including the operation of liquid terminal facilities in the Midwest and Eastern United States. He has been a registered broker at Stifel, Nicolaus & Co., Inc. since 2005. Mr. Novelly II is the chief executive officer of Apex Holding Co. and the sole manager of SAGM Holdings, LLC, which is the manager of St. Albans Global Management, LLC, a family investment company. He is also the owner and president of St. Albans Construction Company, which serves the needs of the luxury custom home buyers. He also serves as a director of Apex Oil Company Charitable Foundation, since 2020, and World Point Terminals, Inc., since 2022.

 

Our board believes that Mr. Novelly’s experience, knowledge, skills, and expertise, including experience acquired in management of various companies, and his knowledge of the Company and its business along with his extensive experience as a broker with national securities firms in evaluating public companies and their financial reports, add significant value to our board and the Company.

 

Richard P. Rowe has served on our board since August 2024. Mr. Rowe has served as President of RPR Global Solutions, LLC, an advisory firm that provides advisory services to companies in the specialty chemicals and materials industries, since February 2022. After serving in various leadership positions for over 20 years at Arkema, S.A., a multi-national manufacturer of specialty materials and chemicals, Mr. Rowe served as President and Chief Executive Officer of Arkema Inc., a North American subsidiary of Arkema S.A., from July 2015 through November 2021, and served on the boards of various subsidiaries of Arkema S.A., such as Arkema Mexico Arkema Canada, and Bostik Inc., and Arkema joint ventures such as Arkema-Yoshitomi (Japan), Nitta-Findley (Japan), and Seki-Arkema (Korea). Mr. Rowe chaired the Global Fluorochemical Producers Forum and served on the American Chemistry Council Board as well as its Responsible Care and Sustainability committees for more than six years. Mr. Rowe serves as Vice President of Pediatric Pharmaceuticals and also as Vice President of Club Longboat Beach & Tennis.

 

Our board believes that Mr. Rowe's extensive managerial and leadership experience in the chemical industry adds significant value to our board and the Company.

 

Roeland Polet joined the Company as our Chief Executive Officer September 2024.  Mr. Polet served as the Chief Executive Officer, DSM Materials Businesses, for Koninklijke DSM N.V., a Dutch multinational corporation headquartered in Heerlen, Netherlands and publicly traded company with ordinary shares listed on the NYSE Euronext stock exchange in Amsterdam ("DSM”). He served in such role from 2019 to 2023 and also served in other senior leadership roles for DSM from 2015 to 2022, including President and Chief Executive Officer, Protective Materials, and President and Chief Executive Officer, Engineering Materials. At DSM, Mr. Polet demonstrated broad product and end-market experience with respect to chemicals and other materials and implemented significant growth, talent, operational and commercial excellence initiatives. Prior to his service at DSM, Mr. Polet served in senior leadership roles at Valspar Corporation, Celanese Corporation and Carbolite Foods, Inc. Mr. Polet has extensive global business experience including in the United States, Asia and Europe. Mr. Polet received a bachelor of arts, economics, from State University of New York at Buffalo. 

 

Our board believes that Mr. Polet's extensive experience in the chemical industry, including his managerial and leadership experience, adds significant value to our company.

 

Rose M. Sparks served on our board from 2019 to July 2024. Mrs. Sparks has been our principal financial officer and treasurer and principal accounting officer since 2012 and our chief financial officer since 2013. Prior to 2013, Mrs. Sparks served as the controller of FutureFuel Chemical Company since its acquisition in 2006 and has 33 years of leadership, business, and accounting experience at the Batesville facility. Prior to our acquisition of FutureFuel Chemical Company, Mrs. Sparks worked for Eastman Chemical as controller at the Batesville plant. Mrs. Sparks graduated from Arkansas College with a BS in accounting and is a certified public accountant with inactive status.

 

Our board believes that Mrs. Sparks’ experience, knowledge, skills, and expertise acquired as controller of FutureFuel Chemical Company, and her knowledge of our operations and business strategies gained over her years of service in that role, as well as experience as a certified public accountant, add significant value to the Company.

 

Kyle Gaither was appointed as our Chief Operations Officer in February 2023. Prior to this appointment, Mr. Gaither served as General Manager since January 2018. Mr. Gaither has worked for FutureFuel Chemical Company and its predecessor, Eastman Chemical Company, and Eastman Kodak Company, for over 33 years in various leadership and engineering roles. He has spent the majority of his career in manufacturing and manufacturing support which has allowed him to gain a great working knowledge of the Company’s manufacturing operations and capabilities. Mr. Gaither received a BS degree in Chemical Engineering from the University of Arkansas and holds a Professional Engineer license. Our board believes that Mr. Gaither’s experience, knowledge, skills, and expertise acquired through his years of working in manufacturing for FutureFuel Chemical Company and its predecessors add significant value to the Company.

 

 

Transactions with Related Persons.

 

From time to time, we may sell to Apex Oil Company, Inc. and/or its affiliates biofuels (including biodiesel) produced by us, and Apex Oil Company, Inc. and/or its affiliates may sell to us, or we may sell to them, diesel fuel, gasoline, and other petroleum products in our biofuels business. Such sales will be at then posted prices for comparable products plus or minus applicable geographical differentials. We also may reimburse Apex Oil Company, Inc. for certain legal, trading and administrative services. The dollar amounts of such transactions and other related party transactions are detailed in Note 20 to our consolidated financial statements in the 2024 Annual Report.

 

Review, Approval, or Ratification of Transactions with Related Persons.

 

Any transaction in which we (or one of our subsidiaries) are a participant, the amount involved exceeds the lesser of $120,000 or 1% of our net income, total assets, or total capital, and in which any party related to us has or will have a direct or indirect material interest must be approved by a majority of the disinterested members of our board of directors as fair to us and our shareholders. This policy was adopted by our board on January 8, 2007 and amended on February 2, 2011, and can be found through the “Investor Relations - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/). All of the agreements described above under the caption “Transactions with Related Persons” and in Note 20 to our consolidated financial statements in the 2024 Annual Report, have been approved by a majority of the disinterested members of our board of directors.

 

In addition, we adopted a Code of Business Conduct and Ethics which sets forth legal and ethical standards of conduct for our directors, officers, and employees and the directors, officers, and employees of our subsidiaries. This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in other public communications made by us; (iii) compliance with applicable governmental laws, rules, and regulations; (iv) the prompt internal reporting of violations of this Code to appropriate persons identified in this Code; and (v) accountability for adherence to this Code. This Code was adopted by our board on November 30, 2005 and was amended on February 3, 2011, January 1, 2016, and August 5, 2023 is in writing, and can be found through the “Investor Relations - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/). Each of the transactions described above under the caption “Transactions with Related Persons” and in Note 20 to our consolidated financial statements in the 2024 Annual Report, was undertaken in compliance with our Code of Business Conduct and Ethics and approved by a majority of the disinterested members of our board of directors.

 

Standing Audit Committee.

 

We have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, and have adopted an Audit Committee charter. A copy of this Audit Committee charter has been posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance. The current members of the Audit Committee are as follows:

 

Paul M. Manheim (Chair)

Terrance C.Z. Egger

G Bruce Greer

Richard P. Rowe 

 

Mr. Egger will cease to be a member of the Audit Committee effective as of the Annual Meeting.

 

Audit Committee Financial Expert.

 

Our board of directors determined that each member of our Audit Committee is an Audit Committee financial expert. Each such member of our Audit Committee is independent, as independence for Audit Committee members is defined in the listing standards applicable to us.

 

Board Leadership Structure and Role in Risk Oversight.

 

Board Leadership Structure.

 

We have a board currently comprised of nine members. Our chairman is Donald C. Bedell. Our chairman works with management and other committees of our board regarding strategies, risks, opportunities, and other matters. Due to the retirement of Terrance C.Z. Egger and his decision not to stand for re-election at the Annual Meeting, the board approved a reduction in the size of the board to eight members effective as of the Annual Meeting.

 

The members of our board except for Paul A. Novelly, II are independent as described below, and these independent members comprise the membership of our board’s Audit Committee, Nominating/Corporate Governance Committee, and Compensation Committee. We have not designated any of these individuals as a lead independent director.

 

 

This leadership structure is appropriate for management of the Company as it allows the Company to be steered by a majority-independent board, allowing the Company to benefit from diverse perspectives.

 

Role in Risk Oversight.

 

Our board as a whole is ultimately responsible for our risk management oversight. Our board is assisted by its committees, including our Audit Committee and Compensation Committee, whose duties are described in more detail below.

 

The board’s oversight of our material risks is undertaken through, among other things, various reports and assessments that management presents to our board or to committees of our board, and the related board or committee discussions and decisions. The committees of our board report to our board about their meetings.

 

Our chief executive officer addresses risk matters at regular and special board meetings. In addition, other members of senior management regularly provide reports directly to our board. Finally, our Audit Committee works closely with our independent registered public accounting firm in their review of risk and controls.

 

Corporate Governance/Director Independence.

 

Our board has adopted corporate governance guidelines which incorporate certain rules of the SEC and U.S. securities exchanges for use by our board when determining director independence. These guidelines include the Company’s Corporate Governance Guidelines, Policy for Approving Transactions with Related Parties, and Insider Trading Policy, copies of which may be found on our website at https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/. Our board also broadly considers all other relevant facts and circumstances that bear on the materiality of each director’s relationship with us, including the potential for conflicts of interest, when determining director independence.

 

The Nominating/Corporate Governance Committee of our board evaluates each incumbent director and all new director nominees based on applicable law, regulations, and rules and makes a recommendation to the full board as to the independence of directors and director nominees. Our board has determined that, of the nine current members of the board, the following eight directors have no disqualifying relationships with us or our subsidiaries and are, therefore, independent: Donald C. Bedell, Paul M. Manheim, Dale E. Cole, Terrance C.Z. Egger, Ronald J. Kruszewski, G. Bruce Greer, Pamela R. Butcher, and Richard P. Rowe. Mr. Egger will retire from his role as a member of our board effective as of the Annual Meeting and will not stand for re-election at the Annual Meeting. Our board has approved a reduction of the size of the board to eight directors effective as of the Annual Meeting. In 2024, each of our board’s compensation, audit, and nominating/corporate governance committees was comprised of directors who were independent under such definitions. Our Nominating/Corporate Governance Committee has determined that, if elected, Mr. Bedell and Mr. Kruszewski will each continue to qualify as an independent director under the applicable SEC and stock exchange regulations. Accordingly, if the proposed slate of nominees is elected, our board will continue to maintain a majority of independent directors. The guidelines referenced above, as well as other corporate governance initiatives adopted by us, are also available to any shareholder free of charge upon request to our corporate secretary at our principal executive office set forth above.

 

Our independent directors meet in executive sessions (without our management) generally before or after meetings of the directors, and will meet more often as the need arises. None of our non-management directors presides at meetings of our non-management directors, rather, a chairman is chosen at the beginning of each meeting.

 

Any interested party (and not just our shareholders) may make their concerns known to our non-management directors through our website at https://futurefuelcorporation.com/contact-us/. Please indicate that the message is for our non-management directors, and the message will be provided to them.

 

Hedging and Pledging

 

Per our insider trading policy, which can be found https://futurefuel-corporation.ir.rdgfilings.com/wp-content/uploads/sites/34/2021/04/Insider_Trading_Policy.pdf and on Exhibit 19.1 to our 2024 Annual Report, our and our subsidiaries’ employees, officers, and directors, are prohibited from engaging in transactions in publicly traded Company puts, calls, or other derivative securities, on an exchange or in any other organized market. Additionally, certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts are strongly discouraged by the Company and any employee, officer, or director wishing to enter into such an arrangement must first pre-clear the proposed transaction with our board at least two weeks prior to entering into any such arrangement. The Company may withhold its consent to any such transaction in its sole discretion.

 

Further, our employees, officers, and directors are prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception to this prohibition may be granted where an employee, officer, or director wishes to pledge Company securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any employee, officer or director who wishes to pledge Company securities as collateral for a loan must submit a request for approval to our board at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.

 

 

Board Meetings and Committees; Annual Meeting Attendance.

 

Directors are expected to attend all meetings of our board and assigned committee meetings. Our board held four formal meetings during 2024. All directors attended at least 75% of all meetings. Our directors are not required to attend annual shareholder meetings. The 2024 annual meeting of our shareholders was held on September 19, 2024, and no directors attended such annual shareholder meeting.

 

Our board maintained the following committees during 2024: Audit Committee, Compensation Committee, and Nominating/Corporate Governance Committee. The 2024 members of each of these committees, a summary of the responsibilities and authority of each of the committees, and the number of meetings held by each committee in 2024 follows.

 

Name of Committee and Members during 2024	Functions of the Committee	Number of Meetings in 2024
Audit:   Paul M. Manheim (Chair) Dale E. Cole Terrance C.Z. Egger G. Bruce Greer Richard P. Rowe	-         Appoints, compensates, and oversees the work of any public accounting firm employed by the Company; -         Resolves any disagreements between management and the auditor regarding financial reporting; -         Pre-approves all audit and non-audit services; -         Retains independent counsel, accountants, or others to advise the committee or assist in the conduct of an investigation; -         Seeks any information it requires from employees, all of whom are directed to cooperate with the committee’s requests; -         Meets with the Company’s officers, external auditors, or outside counsel, as necessary; and -         Oversees that management has established and maintains processes to assure compliance by the Company with all applicable laws, regulations, and corporate policies.	Six (all members attended each meeting)
Compensation:   Donald C. Bedell (Chair) Dale E. Cole Terrance C.Z. Egger	-         In consultation with the Company’s management, establishes the Company’s general policies relating to compensation of the Company’s officers and directors and the directors and executive officers of the Company’s subsidiaries, and oversees the development and implementation of such compensation programs; -         Approves the annual and long-term performance goals for the Company’s incentive plans (including incentive plans for the Company’s subsidiaries); -         Annually reviews and approves corporate goals and objectives relevant to the compensation of the Company’s executive officers and annually evaluates such officers’ performance in light of those goals and objectives and sets such officers’ compensation levels based on this evaluation; -         As required under applicable securities laws and rules, reviews the Compensation Discussion and Analysis section (CD&A) to be included in the Company’s annual proxy statement or other reports or filings with the SEC or other governmental authorities and stock exchanges, discusses the CD&A with the Company’s management, and recommends to the board that the CD&A be included in the Company’s annual report on Form 10‑K, proxy statement on Schedule 14A or any other filing with the SEC and stock exchanges; -         Reviews and makes recommendations to the board periodically with respect to the compensation of all non-employee directors, including any compensation under the Company’s equity-based plans, monitor ownership compliance of its directors as required by under the Company’s stock ownership guidelines; -         Evaluates the committee’s performance and the adequacy of its charter on an annual basis and recommends any proposed changes to the board for approval; and -         With respect to Company directors and officers and executive officers of Company subsidiaries: review and approve base salary adjustments, managerial recommendations under Company’s annual bonus and incentive compensation plan; review and approve managerial recommendations of performance share awards and participants under Company’s stock option plan; review and approve managerial recommendations for new and modified compensation and benefit programs; and monitor ownership compliance as required by Company’s stock ownership guidelines.	Five (all members attended each meeting)
Nominating/Corporate Governance:   Donald C. Bedell (Chair) Dale E. Cole Terrance C.Z. Egger Paul M. Manheim G. Bruce Greer	-         Assists the board by identifying qualified candidates for director, and recommends to the board the director nominees for the next annual meeting of shareholders; -         Leads the board in its annual review of board performance; -         Recommends to the board director nominees for each board committee; -         Oversees the annual process of evaluation of the performance of the Company’s management; and -         Develops and recommends to the board corporate governance guidelines applicable to the Company.	Four (all members attended each meeting)

 

 

Nominating/Corporate Governance Committee.

 

Our board has a nominating/corporate governance committee. That committee has a charter, a copy of which may be found at our internet web site at https://futurefuel-corporation.ir.rdgfilings.com/wp content/uploads/sites/34/2021/04/Nominating_Committee_Charter.pdf. A copy may also be obtained free of charge by written request to our corporate secretary at our principal executive office set forth above.

 

Our Nominating/Corporate Governance Committee will consider director candidates recommended by our shareholders. To facilitate such nominations, our board has adopted Procedures for Shareholders Submitting Nominating Recommendations, which is Appendix B to our Nominating/Corporate Governance Committee charter. Those Procedures set forth the procedures for a shareholder to submit a director nominee recommendation, the timelines for receiving such nominations, and the information required on each director nominee. Our board has also adopted a Policy on Shareholder Recommendation of Candidates for Election as Directors, which is Appendix C to our Nominating/Corporate Governance Committee charter. This Policy sets forth the evaluation process adopted by our board. Any shareholder desiring to submit a director nominee for consideration by the nominating committee of our board for the 2025 annual meeting of our shareholders must do so in accordance with our bylaws and policies described under “Shareholder Proposals for the Next Annual Meeting” beginning at page 1 above. Director nominations should be submitted in writing to our corporate secretary, acting as agent for the Nominating/Corporate Governance Committee, at FutureFuel Corp., 2800 Gap Road, Batesville, Arkansas 72501. A copy of such Procedures and Policy is available free of charge to any shareholder and may be obtained from our corporate secretary at our principal executive office set forth above.

 

Once a director nominee has been recommended, whether by a shareholder or otherwise, the nominating committee reviews the background and qualifications of the nominee in accordance with the Policy Regarding Qualifications of Directors adopted by our board, which Policy is Appendix A to our Nominating/Corporate Governance Committee charter. A copy of such Policy is available free of charge to any shareholder and may be obtained from our corporate secretary at our principal executive office set forth above. In selecting the slate of nominees to be recommended by the Nominating/Corporate Governance Committee to our board, and in an effort to maintain a proper mix of directors that results in a highly effective governing body, the Nominating/Corporate Governance Committee also considers such factors as the occupational, geographic, and age diversity of all director nominees; the particular skills and ability of each nominee to understand financial statements and finance matters generally; and the independence status of each nominee in accordance with our corporate governance guidelines, SEC rules, and other applicable laws and regulations. Our Nominating/Corporate Governance Committee does not differentiate in its evaluation of nominees as directors depending upon whether a nominee is recommended by one of our shareholders.

 

The Nominating/Corporate Governance Committee reports its recommendations concerning each director nominee to our board. Our board then considers the Nominating/Corporate Governance Committee’s recommendations and selects those director nominees to be submitted to the shareholders for approval at the next annual meeting of shareholders. Our board may, as a part of its consideration, request the Nominating/Corporate Governance Committee to provide it with such information pertaining to a director nominee as our board deems appropriate to fully evaluate the qualifications of the nominee.

 

 

The slate of nominees for directors for the Annual Meeting consists of Donald C. Bedell and Ronald J. Kruszewski. Each is a current member of the board.

 

Audit Committee.

 

As noted above, our board has a standing Audit Committee. The Audit Committee members during 2024 were: Paul M. Manheim (Chair), Terrance C.Z. Egger, Dale E. Cole, G. Bruce Greer, and Richard P. Rowe. In 2025, Mr. Cole resigned from the Audit Committee and Mr. Egger will retire from his role as a member of our board, will not stand for re-election at the Annual Meeting, and will cease to be a member of the Audit Committee effective as of the Annual Meeting. Our board has approved a reduction of the size of the board to eight directors effective as of the Annual Meeting. Our board of directors determined that each member of our Audit Committee is an audit committee financial expert. All members of our Audit Committee are independent as determined in accordance with the listing standards applicable to us.

 

We have adopted an Audit Committee charter. A copy of this Audit Committee charter may be accessed on our internet website at https://futurefuel-corporation.ir.rdgfilings.com/wp-content/uploads/sites/34/2021/04/Audit_Committee_Charter.pdf. A copy may also be obtained free of charge from us by written request to our corporate secretary at our principal executive office set forth above.

 

The primary duties and responsibilities of the Audit Committee are to monitor: (i) the integrity of our financial statements, including the financial reporting process and systems of internal controls regarding finance and accounting; (ii) our compliance with related legal and regulatory requirements; and (iii) the independence and performance of our external auditor. The Audit Committee also selects our independent registered public accounting firm. Management of the Company is responsible for designing and implementing the internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

 

In the performance of its oversight function, the Audit Committee has performed the duties required by its charter, and it has reviewed and discussed our consolidated financial statements for 2024 with management and the independent registered public accounting firm. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Commission.

 

The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of PCAOB regarding the independent registered public accounting firm’s communications with our Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence. The Audit Committee also has received confirmations from management and has considered whether the provision of any non-audit services by the independent registered public accounting firm to us is compatible with maintaining the independence of the auditors.

 

Based upon a review of the reports by, and discussions with, management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm, the Audit Committee recommended to our board to include the audited financial statements in the 2024 Annual Report.

 

Compensation Committee.

 

Our board has established a Compensation Committee. The Compensation Committee has a charter which may be found at https://futurefuel-corporation.ir.rdgfilings.com/wp-content/uploads/sites/34/2021/04/Compensation_Committee.pdf. In addition, a copy will be provided free of charge by written request to our corporate secretary at our principal executive office set forth above. Our processes and procedures for the consideration and determination of executive and director compensation are described in “Compensation of Directors and Executive Officers” beginning below.

 

Shareholder Communications.

 

Any shareholder who wishes to contact our board or any individual director serving on our board may do so by written communication mailed to: Board (Attention: Name of Director(s), if appropriate), Corporate Secretary, FutureFuel Corp., 2800 Gap Road, Batesville, Arkansas 72501. A shareholder may also contact our board through the Investors Relations – Contact Us page of our internet site, https://futurefuelcorporation.com/contact-us/. A shareholder choosing to contact us through our website must complete his or her name, email address, the subject he or she wishes to address, and any comments he or she wishes to make. In addition, the number seen at the bottom of the page must be entered. This security requirement prevents automated submissions.

 

 

Any proper communication received will be processed by our corporate secretary as agent for our board. A copy of the communication will be promptly forwarded to each member of our board or, if appropriate, to the member(s) of our board named in the communication. The original shareholder communication will be maintained on file in our corporate secretary’s office and made readily available to any director who should wish to review it.

 

Compensation of Directors and Executive Officers.

 

(Dollars in thousands, except per share amounts)

 

General

 

Our board of directors has established a Compensation Committee. The Compensation Committee’s responsibilities include, among other things, determining our policy on remuneration to our (that is, FutureFuel Corp.’s) officers and directors and the executive officers and directors of FutureFuel Chemical Company. Our directors receive an annual stipend of $50,000, but the stipend is prorated if their service was for less than the full year. Committee heads receive additional annual fees of $25,000, $20,000 and $10,000 for our Chairman of the Board, Audit Committee Chairman and other committee chairmen, respectively, again prorated if serving as committee chairman for less than the full year. The Compensation Committee also approved the payment to our directors of $5,000 for each board meeting attended and $2,500 for each committee meeting attended, whether attended in person it telephonically.

 

In June 2025, the Compensation Committee further reviewed the compensation structure and determined to modify it as follows, effective as of April 1, 2025:

 

● Cash Compensation, paid on a quarterly basis:

	o	Annual retainer fee of $47,500 per director;
	o	Additional annual retainer fee of $30,000 for the chairman of the Board;
	o	Additional annual retainer fee of $15,000 for the chairman of the Audit Committee;
	o	Additional annual retainer fee of $10,000 for the chairman of the Compensation Committee;
	o	Additional annual retainer fee of $7,500 for the chairman of any other committee of the board;
	o	No per meeting fee for each meeting of the Board attended by a director in person or remotely; and
	o	Per meeting fee of $2,500 for each meeting of a committee of the Board attended by a committeeperson in person or remotely.

 

● Annual Equity Compensation:

	o	An annual grant of 5,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan, with the grant for 2024 granted on December 5, 2024 and thereafter on the date of the Company’s annual meeting of stockholders.
	o	Such grants shall be evidenced by a stock award agreement in a form to be approved by the Compensation Committee.

 

● New Appointment Equity Compensation:

o

Upon the appointment of a new director to the Board, such director shall receive a grant of options to purchase up to 10,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan.

 

With the exception of Rose M. Sparks, who serves as our principal financial officer and chief financial officer and FutureFuel Chemical Company’s chief financial officer, we determined for 2024 not to pay salaries, bonuses, or other forms of cash compensation to any of our board members that serve as executive officers (in their capacities as such). Executive officer compensation will be monitored during 2025 and set or adjusted as the board deems appropriate.

 

In 2024, we paid salaries, bonuses, and other forms of compensation to the officers of FutureFuel Chemical Company as described below.

 

Compensation Discussion and Analysis

 

The objectives of our compensation program are to provide a competitive compensation package that rewards sustained financial and operating performance that creates long-term value for our shareholders. Our compensation programs are intended to meet the goals of attracting and retaining qualified personnel; motivating these individuals to achieve short-term and long-term corporate goals without undue risk-taking and to promote equity among executive officer positions, while considering external competitiveness and differences in job responsibilities.

 

 

The elements of our compensation program include base salary, bonuses, certain equity awards to our CEO, and certain retirement, insurance, and other benefits generally available to all employees. In addition, in 2017, our board adopted the Incentive Plan which was approved by our shareholders at our 2017 annual meeting. The Incentive Plan provides equity-based compensation to our executive officers and our directors. Our Compensation Committee, and the Company generally, makes decisions with respect to each compensation element paid or payable to our personnel on an individual-by-individual basis and does not necessarily take into account decisions made with respect to other elements of compensation that may be paid to such individual. The overall goal of our compensation program, however, is to achieve the goals described above. Further, we have certain prohibitions on our employees, officers, and directors with respect to hedging and pledging Company securities as described above under the “Hedging and Pledging” heading.

 

Cash Salaries and Bonuses

 

Mr. McKinlay resigned as Chief Executive Officer in May 2024. Prior to his resignation, Mr. McKinlay was compensated based on an annual base salary of $400,000 as approved by the Compensation Committee. Upon his resignation, Mr. McKinlay was given a separation package which included his anticipated bonus for 2024 and one year’s salary to be distributed in two payments with one payment in 2024 and one in 2025.

 

Mr. Polet was hired in August 2024 to replace Mr. McKinlay. In connection with his appointment, the Company and Mr. Polet entered into an Employment Agreement dated August 16, 2024 (the “Employment Agreement”). The Employment Agreement provides for, among other things, an annual base salary of $500,000 and a target annual bonus equal to 50% his annual base salary, subject to performance conditions established from time to time by the Compensation Committee.

 

For the year 2024, we established a bonus pool for the employees of our subsidiary, FutureFuel Chemical Company. The total bonus target amount was determined by our chief executive officer in consultation with our other executive officers and the Compensation Committee. Eligible FutureFuel Chemical Company employees hired prior to January 1, 2024 received bonuses of approximately 99 hours of pay at their normal hourly rate. Employees hired in 2024 received a prorated or reduced amount based on their length of service. Salaried employees of FutureFuel Chemical Company (other than FutureFuel Chemical Company’s lead management team) received an additional bonus amount ranging from $0 to $5,600. Bonuses to FutureFuel Chemical Company’s managers other than the lead management team were determined by FutureFuel Chemical Company’s officers. Bonuses in 2024 for Mr. Polet, Mrs. Sparks, Mr. Lyon, Mr. Gaither, and other members of lead management of FutureFuel Chemical Company were recommended by our Compensation Committee in respect of our chief executive officer and by our chief executive officer for all other executive officers, then reviewed and approved by the Compensation Committee of our Board after considering several factors, including our overall financial performance and comparative information regarding the executive pay practices of our competitors. Such bonus distributions were designed to be sufficient compensation for the services rendered, competitive with market rates for similar services, and sufficient to motivate these individuals to aid in our achievement of short-term and long-term corporate goals. Mr. Polet voluntarily took a 50% decrease in his bonus to increase the amounts payable to other employees of the Company.

 

Omnibus Incentive Plan

 

Our board of directors adopted the Incentive Plan, which was approved by our shareholders at our 2017 annual shareholder meeting. The purpose of the Incentive Plan is to:

 

	●	Encourage ownership in us by key personnel whose long-term employment with or engagement by us or our subsidiaries (including FutureFuel Chemical Company) is considered essential to our continued progress and, thereby, encourage recipients to act in our shareholders’ interests and share in our success;
	●	Encourage such persons to remain in our employ or in the employ of our subsidiaries; and
	●	Provide incentives to persons who are not our employees to promote our success.

 

The Incentive Plan authorizes us to issue stock options (including incentive stock options and non-qualified stock options), stock awards, and stock appreciation rights. As of December 31, 2024, we have issued or awarded 84,000 options to purchase shares of our common stock, 750,000 restricted stock units (“RSUs”) and 40,000 shares of restricted stock, in each case under the Incentive Plan. The Employment Agreement for Mr. Polet provided for the issuance of the 750,000 RSUs to him, vesting in five equal installments on each anniversary of the award date and subject to the other terms and conditions of the Incentive Plan and an award agreement entered into by the Company and Mr. Polet. See Note 17 to our consolidated financial statements in the 2024 Annual Report for a detailed discussion of 2023 stock-based compensation awards. Historically, the Company has not regularly issued equity awards under the Incentive Plan and therefore has not had a determined schedule for award issuance. However, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

 

 

Eligible participants in the Incentive Plan include (i) members of our board of directors and our executive officers; (ii) regular, active employees of us or of any of our subsidiaries; and (iii) persons engaged by us or by any of our subsidiaries to render services to us or our subsidiaries as an advisor or consultant.

Awards under the Incentive Plan are limited to shares of our common stock, which may be shares reacquired by us, including shares purchased in the open market, or authorized but unissued shares. Awards are limited to 10% of the issued and outstanding shares of our common stock in the aggregate, or 4,310,167 shares, as of the date of the adoption of the Incentive Plan. Taking into account the prior grants of stock options and stock awards under the Incentive Plan, 3,506,324 shares are available to be issued under the Incentive Plan as of December 31, 2024.

 

The Incentive Plan is administered by: (i) our board, (ii) a committee of our board appointed for that purpose; or (iii) if no such committee is appointed, our board’s Compensation Committee (in any case, the “Administrator”). The Administrator may appoint agents to assist it in administering the Incentive Plan. The Administrator may delegate to one or more individuals the day-to-day administration of the Incentive Plan and any of the functions assigned to the Administrator in the Incentive Plan. Such delegation may be revoked at any time. All decisions, determinations, and interpretations by the Administrator regarding the Incentive Plan and the terms and conditions of any award granted thereunder will be final and binding on all participants. The Incentive Plan became effective upon its approval by our shareholders and will continue in effect for a term of ten years thereafter unless amended and extended by us or unless earlier terminated. The individuals and number of persons who may be selected to participate in the plan in the future is at the discretion of the Administrator and, therefore, are not determinable at this time. Likewise, the number of stock options, stock awards and stock appreciation rights that will be granted to eligible participants pursuant to the plan are not determinable at this time.

 

The Administrator may grant a stock option or provide for the grant of a stock option either from time to time in the discretion of the Administrator or automatically upon the occurrence of events specified by the Administrator, including the achievement of performance goals or the satisfaction of an event or condition within the control of the participant or within the control of others. Each option agreement must contain provisions regarding (i) the number of shares of common stock that may be issued upon exercise of the option; (ii) the type of option; (iii) the exercise price of the shares and the means of payment for the shares; (iv) the term of the option; (v) such terms and conditions on the vesting or exercisability of the option as may be determined from time to time by the Administrator; (vi) restrictions on the transfer of the option and forfeiture provisions; and (vii) such further terms and conditions not inconsistent with the plan as may be determined from time to time by the Administrator. Unless otherwise specifically determined by the Administrator or otherwise set forth in the Incentive Plan, the vesting of an option will occur only while the participant is employed or rendering services to us or one of our subsidiaries, and all vesting will cease upon a participant’s termination of employment for any reason.

 

The Administrator may grant annual performance vested options. Performance will be tied to annual cash flow targets (our consolidated income plus depreciation plus amortization) in amounts to be determined. Annual performance vested options will vest 25% for each year that the annual cash flow target is achieved (with provisions for subsequent year catch-ups). Neither our management nor our Compensation Committee, however, has through the year ended December 31, 2023 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested. Rather, through 2022, all grants were made in the discretion of our Compensation Committee based upon their authority under the Incentive Plan.

 

The Administrator may grant cumulative performance vested options. Performance will be tied to cumulative cash flow in amounts to be determined for periods to be determined.

 

The Administrator may issue other options based upon the following performance criteria either individually, alternatively, or in any combination, applied to either us as a whole or to a business unit, subsidiary, or business segment, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Administrator: (i) cash flow; (ii) earnings (including gross margin, earnings before interest and taxes, earnings before taxes, and net earnings) ; (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price; (vi) return on equity or average shareholders’ equity; (vii) total shareholder return; (viii) return on capital; (ix) return on assets or net assets; (x) return on investment; (xi) revenue; (xii) income or net income; (xiii) operating income or net operating income; (xiv) operating profit or net operating profit; (xv) operating margin; (xvi) return on operating revenue; (xvii) market share; (xviii) overhead or other expense reduction; (xix) growth in shareholder value relative to the moving average of the S&P 500 Index or a peer group index; (xx) strategic plan development and implementation; and (xxi) any other similar criteria.

 

Such options will vest and expire (including on a pro rata basis) on such terms as may be determined by the Administrator from time to time consistent with the terms of the Incentive Plan.

 

 

The Administrator may award shares of our common stock to participants. The grant, issuance, retention, or vesting of each stock award may be subject to such performance criteria and level of achievement versus these criteria as the Administrator determines, which criteria may be based on financial performance, personal performance evaluations, or completion of service by the participant. Unless otherwise provided for by the Administrator, upon the participant’s termination of employment other than due to death or retirement, the unvested portions of the stock award and the shares of our common stock subject thereto will generally be forfeited. Unless otherwise provided for by the Administrator, if a participant’s termination of employment is due to death or retirement, all outstanding stock awards will continue to vest provided certain conditions to be determined are met. Unless otherwise provided for by the Administrator, if a participant’s termination of employment is due to his death, a portion of each outstanding stock award granted to such participant will immediately vest and all forfeiture provisions and repurchase rights will lapse as to a prorated number of shares of common stock determined by dividing the number of whole months since the grant date by the number of whole months between the grant date and the date that the stock award would have fully vested.

 

The Administrator may grant stock appreciation rights either alone or in conjunction with other awards. The Administrator will determine the number of shares of common stock to be subject to each award of stock appreciation rights. The award of stock appreciation rights will not be exercisable for at least six months after the date of grant except as the Administrator may otherwise determine in the event of death, disability, retirement, or voluntary termination of employment of the participant. Except as otherwise provided by the Administrator, the award of stock appreciation rights will not be exercisable unless the person exercising the award of stock appreciation rights has been at all times during the period beginning with the date of the grant thereof and ending on the date of such exercise, employed by or otherwise performing services for us or one of our subsidiaries.

 

In the event there is a change in control of the Company, as determined by our board, our board may, in its discretion: (i) provide for the assumption or substitution of, or adjustment to, each outstanding award; (ii) accelerate the vesting of awards and terminate any restrictions on cash awards or stock awards; and (iii) provide for the cancellation of awards for a cash payment to the participant.

 

Federal Income Tax Consequences of the Incentive Plan

 

Upon the exercise of a non-qualified stock option, a participant in the Incentive Plan will realize income in the year of exercise equal to the difference between the exercise price and the value of the shares acquired, and we may deduct an amount equal to the income recognized by the participant, subject to the limits under applicable laws. We will not receive a tax deduction at the time of a grant or exercise of an incentive stock option, and no income is recognized by a participant when an incentive stock option is granted or exercised. When an incentive stock option is exercised, the difference between fair market value at the date of exercise and the exercise price will be an item of adjustment for purposes of calculating the participant’s alternative minimum tax for the year of exercise. 

 

If the shares of our common stock acquired upon exercise of an incentive stock option are disposed of after the later of two years from the date of option grant or one year after the transfer of the shares to the participant (the “holding period”), any gain or loss upon disposition of the shares will be treated for federal income tax purposes as long-term capital gain or loss, as the case may be. A disposition includes a sale, exchange, gift or other transfer of legal title. In general, a participant’s basis in the shares of our common stock received upon exercise of an incentive option will be the exercise price paid by him or her for the shares. If the option shares are disposed before the expiration of the holding period, all or part of any gain will be characterized as ordinary income depending upon the relative amount of the sale price of the shares as compared with the exercise price of the shares. The amount of ordinary income realized by an employee in a sale or exchange for which a loss would be recognized is limited to the excess of the amount realized on the sale or exchange over the stock’s adjusted basis.

 

Upon issuance of RSAs, a participant in the Incentive Plan will not recognize income in the year of grant but will, absent a Section 83(b) election, receive taxable income in the year which the shares' restrictions lapse equal to the market value of the stock on the lapse date.  We will receive a corresponding tax deduction when the participant recognizes taxable income. 

 

Ordinary income received on account of a disposition of shares within the holding period will be taxable as additional compensation, and we may treat that income as a deductible expense for federal income tax purposes.

 

Retirement Benefits

 

We adopted a 401(k) plan for FutureFuel Chemical Company which is generally available to all of its employees.

 

Say-on-Pay

 

At our 2023 annual meeting of shareholders held on September 19, 2023, we submitted a proposal to our shareholders regarding the 2022 compensation awarded to our executive officers (commonly known as a “say-on-pay” vote). Our shareholders approved the proposal. We hold our say-on-pay votes every three years. Our next say-on-pay vote and advisory vote on the frequency of say-on-pay votes (commonly known as “say-when-on-pay” vote) will be held at the 2026 annual meeting of shareholders.

 

The Compensation Committee considers the results of our say-on-pay vote as one factor in evaluating our executive compensation practices.

 

 

Life Insurance and Other Employee Benefits

 

Our executive officers generally participate in employee welfare plans (life insurance, medical insurance, disability insurance, vacation pay, and the like) maintained by FutureFuel Chemical Company for all of its employees.

 

The Compensation Committee

 

Our Compensation Committee currently consists of Dale E. Cole (Chair), Pamela R. Butcher, and Paul M. Manheim. Each of these individuals is an “independent director” under the rules of the NYSE, a “Non-Employee Director” within the meaning of Section 16 of the Exchange Act, and an “outside director” within the meaning of §162(m) of the Internal Revenue Code of 1986, as amended.

 

Recommendations from Management

 

Our chairman and chief executive officer make recommendations to the Compensation Committee regarding salaries and bonuses for executive officers, as well as awards under the Incentive Plan. The Compensation Committee takes these recommendations into consideration in approving all such salaries, bonuses, and awards.

 

Summary Compensation Table.

 

Our executive officers were paid the following compensation for the three-year period ended December 31, 2024.

 

Person		Year		Salary				Bonus				Stock Awards (g)				Option Awards				All Other Compensation (h)				Total
Roeland Polet (a), (b)		2024		$	143			$	41			$	4,911			$	-			$	9			$	5,104
Chief Executive Officer
Tom McKinlay (a), (c)		2024			317				52				-				-				60				429
Chief Executive Officer and former		2023			442				206				-				-				51				699
Chief Operating Officer FutureFuel Chemical Company		2022			287				150				-				-				49				486
Rose M. Sparks (a), (d)		2024			317				52				-				-				61				430
Chief Financial Officer, principal financial officer, and treasurer,		2023			280				152				-				-				128				560
FutureFuel Corp. and FutureFuel Chemical Company		2022			212				110				-				-				58				380
Charles Lyon (a), (e)		2024			283				52				-				-				51				386
Chief Commercial Officer FutureFuel Corp.		2023			271				149				-				-				45				465
		2022			225				111				-				-				44				380
Kyle Gaither (a), (f)		2024			258				52				-				-				29				339
Chief Operations Officer		2023			248				145				-				-				24				417
FutureFuel Corp.

 

(a)

Executive officers of FutureFuel Chemical Company for the years indicated.

 

(b)

Mr. Polet was appointed Chief Executive Officer effective September 3, 2024 upon Mr. McKinlay's retirement. Mr. Polet was issued 750,000 RSUs that vest annually on the anniversary date. These RSUs and related dividends had an intrinsic value of $4,519 and $392, respectively.

 

(c)

Mr. McKinlay retired from the chief executive officer position May 2024 and was given a separation payment of his expected bonus for 2024 (other compensation) as well as half his annual salary to provide certain consulting services to the Company. He will receive another payment of half his salary in 2025. He had been appointed as chief executive officer on July 31, 2022. In 2023, the Compensation Committee approved an adjustment to Mr. McKinlay's base salary to $400 per annum and that resulted in a lump sum payment in February 2023 of $56 (based on a deemed retroactive adjustment to August 2022). This lump sum payment is included in Mr. McKinlay's compensation for 2023.

 

(d)

For Mrs. Sparks, all other compensation includes director fees of $35, $105 and $37 in 2024, 2023, and 2022, respectively. Mrs. Sparks resigned from the board of directors in July 2024.

 

(e)

Mr. Lyon and the Company agreed to terminate his employment effective as of March 31, 2025.

 

 

(f)

Mr. Gaither was appointed Chief Operations Officer effective February 9, 2023. Prior to such appointment, Tom McKinlay served in this role.

 

(g)

Represents the grant date valuation of the awards under ASC Topic 718, Stock Compensation. Assumptions used for determining the value of awards reported here are set forth in Note 17 to our consolidated financial statements in the 2024 Annual Report.

 

(h)

Includes contributions (including accrued contributions) to vested and unvested defined contribution plans, apartment benefits for Mr. Polet and Mr. Lyon, automobile benefits for Mr. Lyon, HSA matching contributions, and the dollar value of any insurance premiums paid by, or on behalf of, us during or for the covered fiscal year with respect to life and disability insurance for the benefit of the named person. The above amounts do not include travel expenses reimbursed pursuant to Company policy. For 2024, the value of all other compensation not a perquisite or personal benefit in excess of $10 was for 401(k) match and the 2023 401(k) true-up for $0 to Mr. Polet, $19 to Mr. McKinlay, $19 to Mrs. Sparks, $20 to Mr. Lyon, and $24 to Mr. Gaither.

 

Grants of Plan-Based Awards.

 

In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement. The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024. The total expense of the award was valued at $4,911 at the grant date inclusive of dividends. The RSUs were estimated at $4,519 and will be recognized as compensation expense over the vesting period. The compensation expense recorded in 2024 was $392. The equivalent dividends earned on the RSUs are forfeitable and recorded as a reduction in retained earnings and an increase in additional paid in capital in 2024.

 

Outstanding Equity Awards at Fiscal Year-End

 

Option Awards

Stock Awards

Number of Securities Underlying Unexercised Options (#) Exerciseable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Options (#)

Option Exercise Price ($)

Option Expiration Date

Equity Incentive Plan Awards; Number of unearned RSUs That Have Not Vested

Equity Incentive Plan Awards: Market Value of Number of Unearned RSUs That Have Not Vested $

Tom McKinlay (a)

4,000

0

0

11.56

1/21/2025

N/A

N/A

Roeland Polet (b)

N/A

N/A

N/A

N/A

N/A

750,000

$

3,976,500

 

(a) In January 2020, we granted 24,000 stock options to Tom McKinlay as our chief operating officer. The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales prices for the Company’s common stock as of the grant date as reported by the New York Stock Exchange. The options awarded vested immediately and expire on January 21, 2025. See Note 17 to our consolidated financial statements in the 2024 Annual Report for a discussion of the Company’s plan-based awards.

 

(b) In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement. The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024. The market value is based on the closing market price of the Company’s stock on December 31, 2024.

 

Option Exercises and Stock Vested

 

No options were exercised by our executive officers in 2024. No stock awards vested in 2024.

 

 

Potential Payments upon Termination or Change in Control

 

Pursuant to the Employment Agreement, upon a termination of Mr. Polet’s employment without “cause” or by the executive for “good reason,” he is entitled to receive, among other things, a payment equal to: (i) 12 months’ base salary and (ii) his target annual bonus, paid in equal installments over the 12-month period following termination and execution of a release of claims. Based on Mr. Polet’s base salary and target annual bonus payment in effect as of December 31, 2024, such payment would be equal to $750,000 if Mr. Polet had been terminated as of such date. Mr. Polet is not entitled to any payment upon a change in control unless he is terminated under the circumstances described above. Upon termination of his employment or a change in control, Mr. Polet is not entitled to the acceleration of any equity award that he has received to date.

 

Compensation of Directors.

 

For 2024, our directors received an annual fee of $50,000, prorated if their service was for less than the full year. Committee heads received an additional $25,000 (chairman of the board), $20,000 (audit committee chairman), or $10,000 (other committee chairmen), on an annual basis, again prorated if serving as committee chairman for less than the full year. The Compensation Committee also approved the payment to our directors of $5,000 for each board meeting and $2,500 for each committee meeting, whether attended in person or telephonically.

 

The following is the compensation our directors earned for 2024.

 

Summary Compensation of Directors Table

 

(Dollars in thousands)

																		Change in
																		Pension Value
														Non-Equity				and Non-Qualified
		Fees Earned or Paid in				Stock				Option				Incentive Plan				Deferred  Compensation				All Other
		Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Director		($)				($)				($)				($)				($)				($)				($)
Paul A. Novelly*			59.0				-				0				0				0				0				59.0
Donald C. Bedell			112.0				25.8				0				0				0				0				137.8
Paul M. Manheim			127.5				25.8				0				0				0				0				153.3
Dale E. Cole			120.0				25.8				0				0				0				0				145.8
Terrance C.Z. Egger***			110.0				25.8				0				0				0				0				135.8
Alain Louvel*			17.4				0				0				0				0				0				17.4
P.A. Novelly, II**			70.0				25.8				0				0				0				0				95.8
Ron J. Kruszewski			70.0				25.8				0				0				0				0				95.8
Rose Sparks*			35.0				0				0				0				0				0				35.0
G Bruce Greer			65.1				25.8				21.8				0				0				0				112.7
Richard P. Rowe			29.0				25.8				16.2				0				0				0				71.0

 

*Mr. Alain Louvel resigned from the board in February 2024 and Mrs. Rose Sparks resigned in July 2024. Mr. Novelly’s term as a director ended at the 2024 annual meeting of the Company’s stockholders.

**Director fees were designated to be paid to a charitable organization by P.A. Novelly, II in the amount of $70.

***Mr. Egger is not standing for re-election at the Annual Meeting. The board has approved a reduction in the size of the Board of Directors to be effective as of the Annual Meeting.

 

 

In June 2025, the Compensation Committee further reviewed the compensation structure and determined to modify it as follows, effective as of April 1, 2025:

 

● Cash Compensation, paid on a quarterly basis:

	o	Annual retainer fee of $47,500 per director;
	o	Additional annual retainer fee of $30,000 for the chairman of the Board;
	o	Additional annual retainer fee of $15,000 for the chairman of the Audit Committee;
	o	Additional annual retainer fee of $10,000 for the chairman of the Compensation Committee;
	o	Additional annual retainer fee of $7,500 for the chairman of any other committee of the board;
	o	No per meeting fee for each meeting of the Board attended by a director in person or remotely; and
	o	Per meeting fee of $2,500 for each meeting of a committee of the Board attended by a committeeperson in person or remotely.

 

● Annual Equity Compensation:

	o	An annual grant of 5,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan, with the grant for 2024 granted on December 5, 2024 and thereafter on the date of the Company’s annual meeting of stockholders.
	o	Such grants shall be evidenced by a stock award agreement in a form to be approved by the Compensation Committee.

 

● New Appointment Equity Compensation:

o

Upon the appointment of a new director to the Board, such director shall receive a grant of options to purchase up to 10,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan.

 

The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2024 with respect to our directors.

 

Option Awards

Stock Awards

Equity

Equity

Incentive

Incentive

Plan

Plan Awards:

Equity

Market

Awards:

Market or

Incentive

Number

Value of

Number of

Payout Value

Plan Awards:

of Shares

Shares

Unearned

of Unearned

Number of

Number

Number of

or Units

or Units

Shares, Units

Shares, Units

Securities

of Securities

Securities

of Stock

of Stock

or Other

or Other

Underlying

Underlying

Unexercised

Option

That

That

Rights That

Rights That

Unexercised

Unexercised

Unearned

Exercise

Option

Have Not

Have Not

Have Not

Have Not

Options (#)

Options (#)

Options

Price

Expiration

Vested

Vested

Vested

Vested

Name

Exercisable

Unexercisable

(#)

($)

Date

(#)

($)

(#)

($)

P.A. Novelly, II

10,000

0

0

7.18

8/1/2027

0

0

0

0

Ron Kruszewski

10,000

0

0

7.18

8/1/2027

0

0

0

0

G Bruce Greer

10,000

0

0

7.55

3/18/2029

0

0

0

0

Richard P. Rowe

10,000

0

0

5.73

8/13/2029

0

0

0

0

 

(a)

In August 2024, March 2024 and August 2022, we granted a total of 10,000, 10,000 and 20,000, respectively, stock options to our new board members. The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales prices for the Company’s common stock as of the grant date as reported by the New York Stock Exchange. The options awarded vested immediately and expire on August 13, 2029, March 18, 2029 and August 1, 2027, respectively. See Note 17 to our consolidated financial statements in the 2024 Annual Report for a discussion of the company’s plan-based awards.

 

 

Pay Ratio Disclosure

 

This section provides the annual ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”). The Company’s PEO is Mr. Roeland Polet and Mr. Tom McKinlay was the Company’s PEO until his retirement as of September 3, 2024. The purpose of this disclosure is to provide a measure of the equitability of pay within the organization.  The Company believes its compensation philosophy and process yield an equitable result.

 

Median of the total annual compensation of all employees other than our PEO:  $72,092

 

PEO total annual compensation:  $5,533,000

 

Ratio of PEO to Median Employee Compensation : 77:1

 

In determining the median employee, a listing was prepared of all full and part-time employees as of December 31, 2024. Employees’ actual gross wages and salaries were used for the full year of 2024.  The median amount was selected from the list.  For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded.  As of December 31, 2024, the Company employed 555 persons of which approximately 358 were in an operations role.

 

Pay Versus Performance

 

Under the recently adopted Item 402(v) of Regulation S-K, we must disclose pay-versus performance information for the most recently completed three fiscal years. The following table sets forth the required pay-versus performance disclosures in the form of the “total compensation” as reported in the Company’s “Summary Compensation Table” for the PEO (current and former) and as an average for the other named executive officers.

 

		Summary Compensation Table Total for PEO (a)(b)												Compensation Actually Paid to PEO (a)(b)												Average Summary				Average				Value of Initial Fixed $100 Investment Based On:
Year		Paul A. Novelly				Tom McKinlay				Roeland Polet				Paul A. Novelly				Tom McKinlay				Roeland Polet				Compensation Table Total for Non-PEO NEOs (c)				Compensation Actually Paid to Non-PEO NEOs (c)(d)				Total Shareholder Return (1)				Peer Group Total Shareholder Return (2)				Net Income				Adjusted EBITDA (3)
2024			-			$	429,000			$	5,104,000				-			$	429,000			$	5,104,000			$	385,000			$	385,000			$	341.62			$	110.94			$	15,503,000			$	17,594,000
2023			-			$	699,000				-				-			$	699,000				-			$	481,000			$	481,000			$	87.11			$	147.44			$	37,382,000			$	34,983,000
2022		$	34,000			$	486,000				-			$	34,000			$	486,000				-			$	380,000			$	380,000			$	118.17			$	140.82			$	15,211,000			$	27,763,000

 

	(a)	Mr. McKinlay retired from the chief executive officer position May 2024 and was given a separation payment of his expected bonus for 2024 (other compensation) as well as half his annual salary to provide certain consulting services to the Company. He will receive another payment of half his salary in 2025. He had been appointed as chief executive officer on July 31, 2022. In 2023, the Compensation Committee approved an adjustment to Mr. McKinlay's base salary to $400,000 per annum and that resulted in a lump sum payment in February 2023 of $56,000 (based on a deemed retroactive adjustment to August 2022). This lump sum payment was included in Mr. McKinlay’s compensation for 2023 as reported in our Annual Report for the year ended December 31, 2023, as amended.
	(b)	Mr. Polet was appointed Chief Executive Officer effective September 3, 2024 upon Mr. McKinlay’s retirement. Mr. Polet was issued 750,000 RSUs that vest annually on the anniversary date. These RSUs and related dividends had an intrinsic value of $4,519,000 and $392,000, respectively.
	(c)	Non-PEO NEOs in 2024 included Rose M. Sparks, Charles Lyon and Kyle Gaither. Non-PEO NEOs in 2023 included Rose M. Sparks, Charles Lyon and Kyle Gaither. Non-PEO NEOs in 2022 included Rose M. Sparks and Charles Lyon.
	(d)	No stock awards or stock options were granted to our PEOs or Non-PEO NEOs in 2023 or 2022. In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer, in connection with his Employment Agreement. The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024. No stock awards or stock options were granted to our Non-PEO NEOs in 2024.

 

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	(1)	Total stockholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2022 (the last trading day of 2022) through and including the end of the fiscal year for each year reported in the table.
	(2)	Our peer group used for the total stockholder return calculation is Archer-Daniels-Midland Co., Arkema SA, Albemarle Corp., Alto Ingredients Inc., Aemetis Inc., Bunge Global SA, Cabot Corp., Chemours Co., Celanese Corp., Darling Ingredients Inc., Dow Inc., Eastman Chemical Co., Gevo Inc., Green Plains Inc., Hudson Technologies Inc., Huntsman Corp., Kronos Worldwide Inc., Lanxess Ag, Lyondellbasell Industries NV, Olin Corp., Rex American Resources Corp., Stepan Co., Solvay SA and Westlake Corp.
	(3)	Our Company-selected measure, which is the measure we believe represents the most important financial performance measure not otherwise presented in the table above that we use to link compensation actually paid to our named executive officers for 2024 to our Company’s performance, is Adjusted EBITDA (a non-GAAP financial measure). For a reconciliation of Adjusted EBITDA to net income (the relevant GAAP measure), please see the Company’s Annual Report on Form 10-K; provided, that for purposes of the above table, the Company restated previously reported Adjusted EBITDA per interpretive guidance to exclude unrealized (non-cash) gains and losses on derivative instruments.

 

Relationship Between Compensation Actually Paid and Performance Measures

 

The charts below illustrate, for the past three fiscal years, the relationship between compensation actually paid to the PEOs and the average compensation actually paid to NEOs and the financial metrics disclosed in the Pay versus Performance Table.

 

 

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Tabular List of Company Performance Measures

 

The following lists the measures we believe are most important in linking compensation actually paid to Company performance during 2024.

 

(a)

Adjusted EBITDA

(b)

Gross Profit

(c)

Net Income

 

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Compensation Committee Interlocks and Insider Participation. 

 

The members of our Compensation Committee during 2024 were Donald C. Bedell, Terrance C.Z. Egger, and Dale E. Cole. The committee was chaired by Mr. Cole. None of such individuals are or have been an officer or employee of the Company, nor did we enter into any transactions with such individuals during 2024 (other than the payment of directors’ fees and other compensation, as noted above, solely in their capacity as directors). In 2025, Donald C. Bedell and Terrance C.Z. Egger resigned from the Compensation Committee and Pamela R. Butcher and Paul M. Manheim were appointed to the Compensation Committee.

 

Mr. Novelly, II, Mr. Bedell (our chairman), and Mr. Manheim (one of our directors and the chair of the Audit Committee) are directors of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States. World Point Terminals, Inc. does not have a separate compensation committee.

 

Compensation Committee Report

 

The Compensation Committee of our board has reviewed and discussed the Compensation Discussion and Analysis set forth above with our management. Based on this review and discussions, the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K, and proxy statement.

 

Dale E. Cole (Chair), Pamela R. Butcher, and Paul M. Manheim

 

Independent Public Accountants.

 

The following table shows the aggregate fees billed to us by RSM US LLP and Grant Thornton LLP for professional services attributable to 2024 and 2023.

 

		2024				2023
Audit Fees		$	519,117			$	445,000
Audit-Related Fees		$	21,000				16,000
Tax Fees			-				-
All Other Fees			-				-
Total		$	540,117			$	461,000

 

Audit fees include professional services rendered by RSM US LLP in the amount of $445,000 for 2023 and by Grant Thornton LLP in the amount of $519,117 for 2024 to us for the audit of our annual financial statements and review of financial statements included in our Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for 2023 and 2024. Audit related fees include assurance and related services provided by RSM US LLP in the amount of $16,000 for 2023 and Grant Thornton LLP in the amount of $21,000 for 2024 to us that are reasonably related to the performance of the audit or review of our financial statements and are not included in audit fees. In 2023 and 2024, Audit-related fees were incurred for employee benefit plan audits provided by RSM US LLP and Grant Thornton LLP. Tax fees, if provided, may include professional services for tax compliance (such as review and/or preparation of our federal and state income tax returns), tax advice, and tax planning. All other fees include any services provided by RSM US LLP and Grant Thornton LLP to us that are not otherwise included in the other three categories. RSM US LLP and Grant Thornton LLP did not provide any tax services or other services to us in 2023 or 2024. In 2024, following a competitive selection process, the Company retained Grant Thornton LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

 

Our Audit Committee approves the engagement of our independent registered public accounting firm prior to their rendering audit or non-audit services and sets their compensation. Pursuant to SEC regulations, our Audit Committee approves all fees payable to the independent registered public accounting firm for all routine and non-routine services provided. Our Audit Committee considers and approves the budget for the annual audit and financial statement review services prior to the initiation of the work. Non-routine services in the ordinary course of business which are not prohibited under SEC regulation, such as tax planning, tax compliance, and other services generally are pre-approved on a case-by-case basis.

 

None of the hours expended on Grant Thornton LLP’s engagement to audit our financial statements for 2024 were attributed to work performed by persons who were not Grant Thornton LLP’s full-time, permanent employees.

 

Our Audit Committee is also required to consider the independence of Grant Thornton LLP when engaging the firm to perform audit-related and other services. It was determined by our Audit Committee that audit-related and other services provided and the fees paid for those services for 2024 were compatible with maintaining the independence of Grant Thornton LLP.

 

 

Financial Information - Annual Report.

 

Our 2024 Annual Report, is made available in connection herewith. We will provide without charge additional copies of our Annual Report upon written request. Requests and related inquiries should be directed to Corporate Secretary, 2800 Gap Road, Batesville, Arkansas 72501.

 

Other Proposed Actions.

 

Our board knows of no other matter to come before the Annual Meeting. However, if any other matter requiring a vote of the shareholders arises, it is the intention of the persons named in the accompanying shareholder proxy to vote such proxy in accordance with their best judgment.

 

Voting Procedures.

 

Required Vote.

 

In accordance with Delaware law and our bylaws, our directors will be elected at the Annual Meeting by a plurality of the votes cast by shareholders. “Plurality” means that the nominees receiving the largest number of votes cast are elected as directors up to the maximum number of directors to be elected at the meeting. Any other matter on which shareholders vote at the Annual Meeting, including ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025, will be determined by the affirmative vote of a majority of the votes cast.

 

Quorum.

 

The presence, in person or by proxy, of shareholders owning shares of our common stock representing a majority of the votes entitled to be cast by shareholders at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting for which shareholders have the right to vote. Shareholders who deliver valid proxies or vote in person at the Annual Meeting will be considered part of the respective quorums. Once a share is represented for any purpose at the Annual Meeting, it is deemed present for quorum purposes for the remainder of the Annual Meeting and for any adjourned meeting. We will count abstentions as present and entitled to vote for purposes of determining the applicable quorum.

 

Proxies and Voting.

 

Shares of our common stock represented by properly executed proxies will, unless the proxies have been properly revoked, be voted in accordance with the instructions indicated on the proxies or, if no instructions are indicated, will be voted as follows: (i) FOR election of Donald C. Bedell and Ronald J. Kruszewski as Class A directors of the Company; and (ii) FOR approval of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2025.

 

You can vote for approval of a particular proposal by marking the shareholder proxy card enclosed herewith or available at www.investorvote.com/FF with an “X” in the box under “FOR” for such proposal. If you do not wish to vote “FOR” the election of Donald C. Bedell and Ronald J. Kruszewski, you can mark such shareholder proxy card with an “X” in the box under “WITHHOLD” for Item 1 on the card next to their respective names, and you can vote against approval of any of the other proposals by marking such shareholder proxy card with an “X” in the box under “AGAINST” for such proposal. Abstentions (other than with respect to the election of directors) may be specified with respect to any of the resolutions by properly marking with an “X” in the box under “ABSTAIN” on the shareholder proxy card, and will be counted as present for the purpose of determining the existence of a shareholder quorum.

 

You also may attend the Annual Meeting and vote your shares. We encourage you to vote your shares by proxy even if you plan to attend the Annual Meeting. If you do attend the Annual Meeting, you will be asked to present valid photo identification, such as a driver’s license or passport. If you hold your stock in an account at a brokerage firm or bank (in nominee name), you will need to bring a copy of an account statement reflecting such ownership on or after the September 19, 2025 record date for the meeting.

 

Effect of Abstentions and Broker Non-Votes.

 

If you own shares in “street name” in an account at a bank or brokerage firm, we generally cannot mail our proxy materials directly to you. You may instead receive a voting instruction form with this Proxy Statement that you should use to instruct how your shares are to be voted, and you should also vote your shares by completing, signing, and returning the voting instruction form in the envelope provided. Many brokerage firms have arranged for internet or telephonic voting of shares and provide instructions for using those services on the voting instruction form. If your shares are held by a brokerage firm, the brokerage firm may under certain circumstances vote your shares. Such entities may have authority to vote their customers’ shares on certain routine matters, including the ratification of auditors. When a firm votes its customers’ shares on routine matters, those shares are also counted for the purpose of establishing a quorum to conduct business at the meeting. A brokerage firm cannot vote its customers’ shares on non-routine matters without instructions from the customers. Accordingly, those shares are not counted as votes against a non-routine matter, but rather are not counted at all for such a matter. We do not expect Proposal 1 (election of directors) to be considered a routine matter under New York Stock Exchange rules, so brokers would not have discretionary authority to vote shares held in street name on those items. If you hold your shares in street name and wish for your shares to be voted on these matters, you must provide your broker with voting instructions in order for your vote to be counted. If you do not, your shares will be represented as “broker non-votes.”

 

 

Abstentions and broker non-votes are counted for the purposes of calculating whether a quorum is present. For the election of directors, abstentions and broker non-votes will have no effect on the results of the election. Under the rules governing brokers who have record ownership of shares they hold in street name for clients who beneficially own such shares, a broker may vote such shares in its discretion on routine matters if the broker has not received voting instructions from its client under the applicable NYSE rules. For any routine matter on which shareholders vote at the Annual Meeting, including ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2025, abstentions will have the same effect as a vote against such proposal.

 

Delivery and Availability of Documents to Security Holders Sharing an Address.

 

Our Annual Report, Proxy Statement, and Notice of Internet Availability of Proxy Materials are being delivered or made available to each shareholder of record, even if two or more shareholders of record share an address. Shareholders sharing an address can request delivery of a single copy of our Annual Reports, Proxy Statements, and Notices of Internet Availability of Proxy Materials by requesting the same to our corporate secretary at 2800 Gap Road, Batesville, Arkansas 72501.

 

 

	By Order of the Board of Directors
	/s/ Rose M. Sparks
	Rose M. Sparks, Chief Financial Officer

 

 

September 29, 2025