Not independent
Tenure on this board
21.7 yrs
2 nominees · 3 ballot items.
Shareholders will elect two Class B directors, vote on an advisory approval of named executive officer compensation, and ratify Grant Thornton LLP as the independent registered public accounting firm for 2026.
Elect Paul A. Novelly, II and Richard P. Rowe as Class B directors for three-year terms expiring in 2029, subject to earlier resignation, removal, or death.
Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related compensation tables and narrative disclosure.
Proposal Two asks shareholders to approve, on a non-binding advisory basis, the compensation paid to FutureFuel’s named executive officers as disclosed in the proxy statement. The vote covers the Compensation Discussion and Analysis, the 2025 Summary Compensation Table, and related compensation tables and narrative disclosures rather than any single pay element. Management is seeking approval to obtain shareholder feedback on the overall executive compensation program. The company states that its objectives are to attract and retain qualified personnel, motivate achievement of short- and long-term goals without undue risk-taking, promote equity among executive positions, and remain externally competitive. Compensation includes base salaries, bonuses, equity awards, benefits, and, for the CEO, certain additional benefits such as a jet card. The proxy highlights CEO Roeland Polet’s employment agreement, which provides for a $500,000 annual base salary, a target bonus of 50% of base salary, and 750,000 restricted stock units vesting over five years. The proposal is advisory and therefore will not bind the Company, the board, or the Compensation Committee, although the committee says it will consider the outcome in future compensation decisions. FutureFuel reports that shareholders approved its prior say-on-pay proposal at the 2023 annual meeting and that the next say-on-pay and say-when-on-pay votes are expected at the 2029 annual meeting. The board recommends voting FOR because it believes the compensation structure compares favorably with the competitive peer group and is designed to align executive incentives with performance and shareholder value.
Ratify the Audit Committee and board’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | RENAISSANCE TECHNOLOGIES LLC | 3.27% | 1,433,400 | $6M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 3.14% | 1,376,101 | $6M |
| 3 | AMERIPRISE FINANCIAL INC | 3.00% | 1,314,695 | $6M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 2.60% | 1,141,243 | $5M |
| 5 | BlackRock, Inc. | 2.33% | 1,020,237 | $5M |
| 6 | TWO SIGMA INVESTMENTS, LP | 1.78% | 782,079 | $4M |
| 7 | BlackRock, Inc. | 1.67% | 734,278 | $3M |
| 8 | STATE STREET CORP | 1.41% | 620,421 | $3M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.28% | 562,498 | $3M |
| 10 | CITADEL ADVISORS LLC | 1.23% | 540,985 | $2M |
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