What changed in this filing

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Item 9A. Controls and Procedures

2023-03-14 compared with 2022-03-15 · 225 added, 155 removed, 569 unchanged (40% of the section changed)

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The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by RSM US LLP, a registered public accounting firm, which expressed an unqualified opinion as stated in their report, a copy of which is included below.

Remediation of Material Weakness

In the course of preparing the Company's financial statements for the three months ended March 31, 2022, our management concluded and reported that the following was a material weakness in internal control over financial reporting.

The Company's income tax provision for the three months ended March 31, 2022 was prepared by a related party who failed to properly calculate the income tax valuation allowance and this error was not identified upon review.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its financial statements would not be prevented or detected on a timely basis.

These deficiencies could result in misstatements to our financial statements that would be material and would not be prevented or detected on a timely basis.

To remediate this deficiency, we utilized an experienced third party to review the valuation allowance for the life of the net operating losses and achieved a more timely completion of review controls.

The material weakness was fully remediated as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

Other than described above under "Remediation of Material Weakness", there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management believes that the consolidated financial statements included in this Annual Report on Form 10-K present fairly in all material respects our consolidated financial position, results of operations and cash flows for the period presented.

Report of Independent Registered Public Accounting Firm

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Opinion on the Internal Control Over Financial Reporting

We have audited FutureFuel Corp.

and its subsidiaries (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in 

We have audited FutureFuel Corp.'s (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in 

Internal Control —

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income and comprehensive income, cash flows, and changes in stockholders’

equity for each of the three years in the period ended December 31, 2021 and the related notes to the consolidated financial statements of the Company and our report dated March 15, 2022 expressed an unqualified opinion.

equity for each of the three years in the period ended December 31, 2022 and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated March 14, 2023 expressed an unqualified opinion.

Basis for Opinion

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Other Information.

We did not fail to disclose any information required to be disclosed in a report on Form 8-K during the fourth quarter of 2021.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Identification of Directors

Our directors as of December 31, 2021 are as follows:

Our directors are as follows:

Director Since

Novelly, Chairman and chief executive officer

Novelly, Chairman

Terrance C.Z.

In 2022 and in connection with the Company’s plan for an orderly transition of the Company’s senior management, Paul A.

Novelly, II and Ronald J.

Kruszewski were appointed to serve as directors and Tom McKinlay was appointed as Chief Executive Officer following Paul A.

Novelly’s retirement as Chief Executive Officer.

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.

On April 8, 2022, Jeffrey L.

Schwartz resigned from the board of directors and each committee thereof.

Schwartz’s decision to resign was solely for personal reasons.

During 2021 and until his resignation, Mr.

Schwartz was a member of our nominating/corporate governance committee.

Identification of Executive Officers

Our executive officers are as follows: 

Chairman of the Board and Chief Executive Officer

Thomas McKinlay

Chief Operating Officer

Tom McKinlay (a)

Chief Executive Officer

Principal Financial Officer and Chief Financial Officer

Senior Vice President of Strategy and Planning

Lyon was hired on September 7, 2021. 

There is no 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.

Chief Commercial Officer

Kyle Gaither (b)

Chief Operations Officer

McKinlay was appointed Chief Executive Officer on July 31, 2022 upon Mr.

Novelly’s retirement in connection with planning for an orderly transition of the Company’s senior management.

Gaither was appointed Chief Operations Officer effective February 9, 2023.

Prior to such appointment, Tom McKinlay served in this role.

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

Novelly, II is the son of Paul A.

Novelly, chairman of our board.

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

Business Experience

Novelly has been our chairman of the board since inception and chief executive officer since January 2013.

Novelly is chairman and chief executive officer of Apex Oil Company, Inc., a privately-held company based in St.

Novelly has been our chairman of the board since 2005.

Novelly recently retired as chairman and chief executive officer of Apex Oil Company, Inc., a privately-held company based in St.

Louis, Missouri engaged in the trading, storage, marketing, and transportation of petroleum products, including liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system.

Novelly is president and a director of AIC Limited, a Bermuda-based oil trading company, a director and the chairman 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, and chief executive officer of St.

Albans Global Management, Limited Partnership, LLLP, which provides corporate management services.

In the past five years, Mr.

Novelly is a director and the chairman 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, and formerly served as chief executive officer of St.

Albans Global Management, LLC, which provided corporate management services.

In the past six years, Mr.

Novelly was a director of WPT GP, LLC, a wholly owned subsidiary of World Point Terminals, Inc.

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World Point Terminals, LP was a publicly traded master limited partnership listed on the New York Stock Exchange until July 2017.

He currently serves on the board of directors at Boss Holdings, Inc., a distributor of work gloves, boots and rainwear, and other consumer products, and FCB Financial Holdings, Inc., a holding company whose material subsidiary is Florida Community Bank.

He formerly served on the board of directors at Boss Holdings, Inc., a distributor of work gloves, boots and rainwear, and other consumer products, and FCB Financial Holdings, Inc., a holding company whose material subsidiary is Florida Community Bank.

Novelly previously served on the board of directors of World Point Terminals, Inc., a Canadian and Toronto Stock Exchange company and the predecessor to World Point Terminals, Inc.

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Additionally, Mr.

Novelly’s experience as the chief executive officer of Apex Oil Company, Inc., AIC Limited, St.

Albans Global Management, Limited Partnership, LLLP, and WPT GP, LLC and as the chairman of World Point Terminals, Inc., as well as a number of executive positions with other oil refining, terminalling, storage, and transportation companies, are integral to our board’s assessment of our business opportunities and strategic options.

Novelly’s experience of executive positions with Apex Oil Company, Inc., St.

Albans Global Management, LLC, and WPT GP, LLC and as the chairman of World Point Terminals, Inc. are integral to our board’s assessment of our business opportunities and strategic options.

Novelly’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.

Bedell has been a member of our board since March 17, 2008.

Bedell has been a member of our board since 2008.

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.

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.

FutureFuel Corp.’s chairman, Paul A.

Novelly, is the chairman of the board of World Point Terminals, Inc.

Bedell is the former chairman of the Missouri Department of Conservation.

In the past five years, Mr.

Bedell has served on the board of directors of World Point Terminals Inc., a Canadian and Toronto Stock Exchange predecessor to World Point Terminals, Inc.

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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.

Manheim has been a member of our board since July 15, 2011.

Manheim has served on our board since 2011.

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.

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June 2005 to 2014, Mr.

Manheim was the chairman of the board of Shanghai Red Star Optical Company, which owns a portfolio of optical retail outlets in China and is affiliated with Europe’s largest optical retailer.

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.

Manheim has served as a director and chairman of the audit committee of World Point Terminals, Inc.

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FutureFuel Corp.’s chairman, Paul A.

Novelly, is the chairman of the board of World Point Terminals, Inc.

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.

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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.

Cole has served on our board since August 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.

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.

Cole’s career in banking began in 1974 with Texas Bank and Trust Company in Dallas, TX.

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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.

Cole currently serves as a trustee of Lyon College in Batesville.

As of December 31, 2017, First Community Bank had 20 branch locations in Northeast Arkansas and Southwest Missouri and maintained assets of over $2 billion.

Cole's extensive career in banking built in him a strong foundation in business, regulatory environments, and corporate governance.

Cole previously served on the board of Lyon College in Batesville.

As of December 31, 2022, First Community Bank had 33 branch locations in Northeast Arkansas and Southwest Missouri and maintained assets of over $2.4 billion.

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.

Cole’s well-rounded experience and exposure in banking and regulatory environments will strengthen the governance function of our board.

Additionally, Mr.

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Terrance C.Z.

(Terry) Egger has served on our board since August 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 oversees all operations of the newspaper and its affiliates.

(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.

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Egger had retired as chairman of The Plain Dealer Publishing Co.

in Cleveland, parent company of the The Plain Dealer, Ohio's largest paper, where he had served in several executive capacities from 2006.

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.

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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.

He has a bachelor’s degree from Augustana College and a master’s degree in speech communication from San Diego State University.

Our board believes that Mr.

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Egger’s service and experience on other boards, strengthens the governance and functioning of our board.

Jeffrey Schwartz has served on our board since August 2015.

He is a private investor and consultant for digital media and technology companies.

Since 2008, Mr.

Schwartz has been a founder and principal of Digital Direct Ventures (DDV), which partners with companies seeking to create a digital presence for their companies.

He also started Old Pro Inc.

(OPI) which invests in and provides financial and technical consulting to early stage technology companies, including successes like DraftStreet.com and JW Player Incorporated.

From 1993 to 2008, Mr.

Schwartz was the chief executive officer of Traffix, Inc.

and its predecessor, Quintel Communications, Inc., a NASDAQ listed company and leading digital marketer.

Schwartz has been involved in all aspects of web-based and technology commerce, including online and search engine marketing, interactive games, list brokerage and creative services.

Novelly, II has served on our board since July 2022.

He serves as the Chief Executive Officer of Apex Holdings 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 liquid terminal facilities in the Midwest and Eastern United States, and towboat and barge operations on the inland waterway system.

He has been a registered broker at Stifel, Nicolaus & Co., Inc.

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, which provided corporate management services.

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.

Our board believes that Mr.

Schwartz’s experience, knowledge, skills, and expertise, including experience and understanding of business strategy, development and marketing add significant value to our board and the company.

Louvel , after receiving an MBA from Columbia University and a Master’s in Economics and Political Sciences degree from the Paris University, began his professional career in 1970 as an advisor to the Department of Industry and Trade of the Quebec Government.

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.

Louvel  has served on our board since 2018.

After receiving an MBA from Columbia University and a Master’s in Economics and Political Sciences degree from the Paris University, began his professional career in 1970 as an advisor to the Department of Industry and Trade of the Quebec Government.

In 1972, he joined Bank Paribas and for the next 33 years held numerous positions with Bank Paribas in France, Canada and the United States.

From 1985 on, for a period of 10 years, he was responsible for the bank's energy, commodity and derivative activities, first in New York covering the Americas until 1991, and then in the Paris head office as global head.

Louvel returned to New York as the bank's head of territory for the Americas and completed his banking career as head of Risk Management Americas, with overall responsibilities over credit, market, counterparty and operational risk for the combined operations of Bank Paribas and BNP following the merger that formed BNP Paribas, until his retirement from the bank in 2007.

From 1985 on, for a period of 10 years, he was responsible for the bank’s energy, commodity and derivative activities, first in New York covering the Americas until 1991, and then in the Paris head office as global head.

Louvel returned to New York as the bank’s head of territory for the Americas and completed his banking career as head of Risk Management Americas, with overall responsibilities over credit, market, counterparty and operational risk for the combined operations of Bank Paribas and BNP following the merger that formed BNP Paribas, until his retirement from the bank in 2007.

Louvel currently serves as a director and/or member of the Audit Committee of Great West Life Insurance and Annuity, Putnam Investments LLC, and Mountain Asset Management LLC.

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Louvel’s service and experience as a director for other boards both international and domestic, including involvement as a member of other audit committees, strengthens the governance and functioning of our board.

Thomas McKinlay became FutureFuel Corp.’s and FutureFuel Chemical Company’s Chief Operating Officer on January 9, 2017.

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.

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.

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.

Tom McKinlay became the Company and FutureFuel Chemical Company’s Chief Executive Officer in July 2022 and Chief Operating Officer in January 2017.

McKinlay is a Chemical Engineer and business operations executive with over 30 years of global experience in the oil and gas industry.

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and mergers and acquisitions.

For over two years prior to his hire by FutureFuel, Mr.

For over two years prior to his hire by the Company, Mr.

McKinlay was the owner and president of Gilrita Consulting Limited, a UK based independent downstream consultancy firm.

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McKinlay’s experience with large scale production and trading provides the company with significant understanding in the regional and global biodiesel industry.

Sparks has been our principal financial officer and treasurer and principal accounting officer since November 8, 2012 and our chief financial officer since June 1, 2013.

Prior to June 1, 2013, Mrs.

Sparks has served on our board since 2019 and 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 over twenty-five years of experience at the Batesville facility.

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Sparks holds a certified public accounting certificate but has elected inactive status.

In September 2019, Mrs.

Sparks was appointed to the board as a Class B director.

Our board believes that Mrs.

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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.

Lyon was appointed as our senior vice president of strategy and planning.

Lyon was appointed as our chief commercial officer.

Lyon was previously hired as Senior Vice President of Strategy and Planning at FutureFuel Chemical Company, a wholly owned subsidiary of the Company, on September 7, 2021.

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Lyon’s experience with business growth in multiple specialty chemicals segments provides the Company with significant understanding of the domestic and global chemical industry.

Kyle Gaither was appointed as our chief operations officer.

Gaither has worked for FutureFuel Chemical Company and its predecessor, Eastman Kodak Company, for over 30 years.

Prior to being appointed General Manager in January 2018, he served as Superintendent of Operations and in various other management roles for FutureFuel Chemical Company.

Gaither holds a Bachelor’s of Science degree in chemical engineering from the University of Arkansas.

Involvement in Legal Proceedings

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Each such member of our audit committee is independent, as independence for audit committee members is defined in the listing standards applicable to us.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires that our executive officers and directors and other persons who beneficially own more than 10% of a registered class of our equity securities file with the SEC reports of ownership and reports of changes in ownership of shares and other equity securities.

Such executive officers and directors and other persons who beneficially own more than 10% of a registered class of our equity securities are required by the SEC to furnish us with copies of all Section 16(a) filed by such reporting persons.

Based solely on our review of such forms furnished to us or written representations provided to us by the reporting persons, we believe that all filing requirements applicable to our executive officers, directors and other persons who beneficially own more than 10% of a registered class of our equity securities were complied with in the year ended December 31, 2022, with the exception of three Form 4s filed late due to administrative error by the following reporting persons, Mr.

Novelly on June 21, 2022 with respect to four transactions, St.

Albans Global Management, LLC on June 13, 2022 with respect to four transactions, and Mr.

Bedell on December 14, 2022 with respect to one transaction, and two Form 3s filed late due to administrative error by Mr.

Paul Anthony Novelly II on June 13, 2022, and Ronald J.

Kruszewski on July 19, 2022.

Executive Compensation.

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 $30, but the stipend is prorated if their service was for less than the full year.

Committee heads receive an additional $10 on an annual basis, again prorated if serving as committee chairman for less than the full year.

The compensation committee’s responsibilities include, among other things, determining our policy on remuneration to the Company’s officers and directors and the executive officers and directors of FutureFuel Chemical Company.

In 2022, we paid salaries, bonuses, and other forms of compensation to the Company's officers and the officers of FutureFuel Chemical Company as described below.

For 2022, our directors received an annual fee of $30, prorated if their service was for less than the full year.

Committee heads received an additional $10 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 $2 for each board and committee meeting attended in person and $1 for each board and committee meeting attended telephonically.

During 2021, the compensation committee reviewed and approved this fee schedule as reasonable and appropriate compensation to our directors and has determined to use the same fee structure for 2022.

For 2023, the compensation committee reviewed and approved the following director compensation arrangements:

annual fee of $50 for all directors (subject to proration for partial year service);

additional annual fees of $25, $20, and $10 for our chairman of the board, audit committee chairman, and other committee chairmen, respectively (subject to proration for partial year service);

a per-board meeting fee of $5;

and a per-committee meeting fee of $2.5, with each meeting fee paid whether attended in person or telephonically.

With the exception of Rose M.

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Executive officer compensation will be monitored during 2023 and set or adjusted as the board deems appropriate.

In 2021, we paid salaries, bonuses, and other forms of compensation to the officers of FutureFuel Chemical Company as described below.

Compensation Discussion and Analysis

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The elements of our compensation program include base salary, bonuses, and certain retirement, insurance, and other benefits generally available to all employees.

In addition, in 2017, our board adopted an omnibus incentive plan which was approved by our shareholders at our 2017 annual meeting on September 7, 2017 (the “Incentive Plan”).

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.

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We determined not to pay cash salaries or bonuses to Mr.

Novelly for 2021.

Our chairman and chief executive officer, Mr.

Novelly, receives compensation from our affiliate, St.

Albans Global Management, Limited Partnership, LLLP.

Novelly did not receive any increase in salary, bonus, or other income from St.

Albans Global Management, Limited Partnership, LLLP to compensate him for his services to us.

Novelly for 2022 in his capacity as chairman and as Chief Executive Officer prior to his retirement from such role in July 2022. Mr.

Novelly, receives compensation from our affiliate, Apex Oil Company, Inc.

Novelly did not receive any increase in salary, bonus, or other income from Apex Oil Company, Inc.

to compensate him for his services to us.

Upon his appointment to Chief Executive Officer, Mr.

McKinlay’s base salary was initially unchanged, but in January 2023, the compensation committee adjusted Mr.

McKinlay’s annual base salary to $400, retroactive to his date of appointment, with the aggregate amount of the retroactive adjustment paid to Mr.

McKinlay in a lump sum in February 2023.

The base salary for Mrs.

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Sparks in 2022.

Lyon was hired in 2021, with a base salary set largely in line with our other executives at FutureFuel Chemical Company and commensurate with his experience.

McKinlay was hired in 2017 with a base salary set largely in line with our other executives at FutureFuel Chemical Company and commensurate with his experience.

McKinlay’s base salary was unchanged in 2021.

Lyon’s base salary was unchanged in 2022.

For the year 2022, we established a bonus pool for the employees of our subsidiary, FutureFuel Chemical Company.

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Employees hired in 2022 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 $21.

Salaried employees of FutureFuel Chemical Company (other than FutureFuel Chemical Company’s lead management team) received an additional bonus amount ranging from $0 to $20.

Bonuses to FutureFuel Chemical Company’s managers other than the lead management team were determined by FutureFuel Chemical Company’s officers.

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McKinlay, Mrs.

Lyon, and other members of lead management of FutureFuel Chemical Company were recommended by our chief executive officer, 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.

Lyon, 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.

We expect to establish an annual cash bonus program for fiscal years commencing after 2022.

The total bonus amount is determined based on annual performance and is solely on a discretionary basis.

In determining actual bonus payouts for such years, we expect that the compensation committee will consider performance against performance goals to be established by us, as well as individual performance goals.

The total bonus amount will be determined based on annual performance and will be solely on a discretionary basis.

In determining actual bonus payouts for such years, we expect the compensation committee will consider performance against Company performance goals to be established by us, as well as individual performance goals.

We expect that this annual cash bonus program will apply to certain key employees of FutureFuel Chemical Company in addition to the executives whose compensation is described herein.

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Omnibus Incentive Plan

Our board of directors adopted an omnibus incentive plan, which was approved by our shareholders at our 2017 annual shareholder meeting on September 7, 2017 (the ”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:

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(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").

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.

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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 our common stock to participants.

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.

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and (iii) provide for the cancellation of awards for a cash payment to the participant.

Our prior omnibus incentive plan (the “Prior Plan”) was adopted by our shareholders at our 2007 annual shareholder meeting on June 26, 2007. 

The Prior Plan expired on June 26, 2017. 

Under the Prior Plan, we were authorized to issue 2,670,000 shares of our common stock.

Through the expiration of the Prior Plan, we issued options to purchase 1,060,500 shares of our common stock and awarded an additional 414,800 shares to participants under the Prior Plan.

No further awards will be granted under the Prior Plan.

Federal Income Tax Consequences of the Incentive Plan

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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.

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.

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.

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.

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Life Insurance and Other Employee Benefits

Our executive officers other than Mr.

Novelly 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.

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.

While serving as Chief Executive Officer prior to his retirement, Mr.

Novelly did not participate in these plans.

The Compensation Committee

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Recommendations from Management

Our chairman and chief executive officer makes recommendations to the compensation committee regarding salaries and bonuses for executive officers, as well as awards under the Incentive Plan.

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.

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(Dollars in thousands)

Compensation (f)

Chairman and Chief executive officer

Compensation (g)

Novelly (a),(d)

Chairman and former Chief Executive Officer

FutureFuel Corp.

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and treasurer, FutureFuel Corp.

Tom McKinlay(a)

Chief operating officer

Tom McKinlay(a) (d)

Chief Executive Officer and former Chief Operating Officer

FutureFuel Chemical Company

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Executive officers of FutureFuel Chemical Company for the years indicated.

Sparks, all other compensation includes director fees of 

$32, $34 and $12 in 2021, 2020 and 2019, respectively.

Sparks, all other compensation includes director fees of $37, $32 and $34 in 2022, 2021 and 2020, respectively.

Lyon was hired on September 7, 2021.

McKinlay was appointed as chief executive officer on July 31, 2022 upon Mr.

Novelly’s retirement.

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 will be included in Mr.

McKinlay's compensation for 2023 as reported in the Company's Form 10-K for the year ending December 31, 2023.

Represents the grant date valuation of the awards under ASC Topic 718, Stock Compensation .

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The above amounts do not include travel expenses reimbursed pursuant to Company policy.

For 2021, the value of all other compensation not a perquisite or personal benefit in excess of $10 for Mrs.

Sp arks was $17 of 401(k) match and to Mr.

McKinlay $7 of 401(k) match.

For 2022, the value of all other compensation not a perquisite or personal benefit in excess of $10 was for 401(k) match for $16 to Mrs.

Sparks, $13 to Mr.

Lyon, and $7 to Mr.

Grants of Plan-Based Awards

No stock options were awarded in 2021.

No stock options were awarded to our executive officers in 2022.

Outstanding Equity Awards at Fiscal Year-End

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(#)Unexercisable

Thomas McKinlay (a)

(a) In January 2020, we granted 24,000 stock options to our chief operating officer, Tom McKinlay.

The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales prices for FutureFuel’s common stock as of the grant date as reported by the New York Stock Exchange.

Tom McKinlay(a)

(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.

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Sparks in connection with her appointment to our board of directors and in her capacity as a board member.

The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales price for FutureFuel’s common stock as of the grant date as reported by the New York Stock Exchange.

The options awarded have an exercise price equal to the mean between the highest and lowest quoted sales price 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 September 17, 2024.

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Option Exercises and Stock Vested

The table below describes the options exercised by our executive officers in 2021.

No options were exercised by our executive officers in 2022.

No stock awards vested in 2022.

Option Exercises

Number of shares

exercise (#)

Thomas McKinlay(a)

(a) Based on an exercise price of $11.56 and the average of the high and low market price on the date of exercise.

Potential Payments upon Termination or Change in Control

Compensation of Directors

Our directors receive an annual stipend of $30, but prorated if their service was less than the full year.

Committee heads receive an additional $10 on an annual basis, again prorated if serving as committee chairman for less than the full year.

The compensation committee approved payment to our directors of $2 for each board and committee meeting attended in person and $1 for each board and committee meeting attended telephonically.

During 2021, the compensation committee reviewed and approved this fee schedule as reasonable and appropriate compensation to our directors and determined to use the same fee structure for 2022.

The following is the compensation our directors earned for 2021.

For 2022, our directors received an annual fee of $30, prorated if their service was for less than the full year.

Committee heads received an additional $10 on an annual basis, again prorated if serving as committee chairman for less than the full year.

The following was the compensation paid to our directors for 2022.

Pension Value

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Terrance C.Z.

Levy resigned on May 1, 2021.

Novelly, II (b)

Kruszewski (b)

Schwartz resigned in April 2022.

Novelly, II and Mr.

Kruszewski joined the board in July 2022.

At the direction of each, their fees were designated and paid to charitable organizations.

For 2023, the compensation committee reviewed and approved the following director compensation arrangements:

annual fee of $50 for all directors (subject to proration for partial year service);

additional annual fees of $25, $20 and $10 for our chairman of the board, audit committee chairman and other committee chairmen, respectively (subject to proration for partial year service);

a per-board meeting fee of $5;

and a per-committee meeting fee of $2.5, with each meeting fee paid whether attended in person or telephonically.

The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2022, with respect to our directors.

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Alain Louvel (a)

In December 2019, and October 2018, we granted a total of 10,000, and 10,000, respectively, stock options to our new board members.

The options awarded vested immediately and expire on September 17, 2024, and October 24, 2023, respectively.

Ron Kruszewski

In August 2022, December 2019, and October 2018, we granted a total of 20,000, 10,000, and 10,000, respectively, stock options to our new board members.

The options awarded vested immediately and expire on August 1, 2027, September 17, 2024, and October 24, 2023, respectively.

See Note 17 to our consolidated financial statements for a discussion of the company’s plan-based awards.

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The Company’s PEO is Mr.

Tom McKinlay.

McKinlay was appointed as PEO and Chief Executive Officer in July 2022, the PEO annual compensation set forth below reflects an annualization of Mr.

McKinlay’s compensation.

The purpose of this disclosure is to provide a measure of the equitability of pay within the organization. 

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PEO total annual compensation: 

Ratio of PEO to Median Employee Compensation - zero

Ratio of PEO to Median Employee Compensation –

In determining the median employee, a listing was prepared of all employees as of December 31, 2022.

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The committee was chaired by Mr.

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 2021 (other than the payment of directors' fees and other compensation, as noted above, solely in their capacity as directors).

Novelly, Mr.

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 2022 (other than the payment of directors’

fees and other compensation, as noted above, solely in their capacity as directors).

Novelly, II, Mr.

Bedell (one of our directors and the chair of our compensation committee), and Mr.

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Securities Authorized for Issuance Under Equity Compensation Plans

Our board of directors adopted an omnibus incentive plan which was approved by our shareholders at our 2017 annual shareholder meeting on September 7, 2017 (the “Incentive Plan”).

Our board of directors adopted the Incentive Plan which was approved by our shareholders at our 2017 annual shareholder meeting.

We do not have any other equity compensation plans or individual equity compensation arrangement.

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The shares to be issued under the Incentive Plan were registered with the SEC on a Form S-8 filed on November 9, 2017.

Through December 31, 2021, we have issued 44,000 options to purchase shares of our common stock but have awarded no shares to participants under the Incentive Plan.

Through December 31, 2022, we have issued options to purchase 64,000 shares of our common stock, of which options to purchase 44,000 shares remain issued and outstanding, but have awarded no shares to participants under the Incentive Plan.

The following additional information regarding the Incentive Plan is as of December 31, 2022.

Number of securities

Weighted-average

Plan Category

Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted-average

exercise price of

remaining available for future

outstanding options,

Number of securities

remaining available for future

issuance under equity

outstanding options,

compensation plans (excluding

warrants and rights

securities reflected in column (a))

Plan Category

Equity compensation plans approved by security holders

4,310,167 

Security Ownership of Certain Beneficial Owners

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Name and Address of Beneficial Owner

Paul Anthony Novelly II (a)

8235 Forsyth Blvd., 4th Floor

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Includes 17,085,100 shares of common stock held by St.

Albans Global Management, Limited Partnership, LLLP, 375,000 shares of common stock held by Apex Holding Co., and 265,000 shares of common stock held by Mr.

Novelly personally.

Novelly is the chief executive officer of both named entities and thereby has voting and investment power over such shares, but he disclaims beneficial ownership except to the extent of a minor pecuniary interest.

Albans Global Management, LLC and 375,000 shares of common stock held by Apex Holding Co.

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 Incentive Plan.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on January 24, 2023.

According to the filing, BlackRock, Inc.

filed the Schedule 13G amendment as the parent holding company or control person of BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, N.A., BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC with BlackRock Fund Advisors beneficially owning 5% or greater of the outstanding shares of FutureFuel Corp.

common stock.

filed the Schedule 13G amendment as the parent holding company or control person of Aperio Group, LLC, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Asset Management Ireland Limited, BlackRock Institutional Trust Company, N.A., BlackRock Financial Management, Inc., BlackRock Fund Managers, Ltd., BlackRock Asset Management Schweiz AG, and BlackRock Investment Management, LLC with BlackRock Fund Advisors beneficially owning 5% or greater of the outstanding shares of the Company common stock.

BlackRock, Inc.

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However, all securities reported above are owned by the Funds.

Dimensional reported power to vote or to direct the vote of 2,120,820 shares and sole power to dispose or to direct the disposition of 2,190,240 shares.

Dimensional reported power to vote or to direct the vote of 2,361,468 shares and sole power to dispose or to direct the disposition of 2,421,597 shares.

Dimensional disclaims beneficial ownership of such securities.

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Name of Beneficial Owner

Terrance C.Z.

Novelly II (a)

Tom McKinlay (d)

Alain Louvel (c)

Krusweski (c)

Terrance C.Z.

All directors and executive officers

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Includes 17,085,100 shares of common stock held by St.

Albans Global Management, Limited Partnership, LLLP, 375,000 shares of common stock held by Apex Holding Co., and 271,650 shares of common stock held by Mr.

Novelly personally.

Albans Global Management, LLC and 375,000 shares of common stock held by Apex Holding Co.

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.

Includes 2,500 shares of common stock owned by the Alexandra Nicole Bedell Trust, a trust established by Mr.

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Terrance C.Z.

In addition, each member of our board of directors’

Each member of our board of directors’

compensation, audit, and nominating/corporate governance committees are comprised of directors who are independent under the definition of independence adopted by the NYSE.

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4.5 to Form 10 filed April 24, 2007)

Description of common stock (incorporated by reference to Exhibit No.4.2 to Form 10-K filed March 16, 2021).

Registrar Agreement dated June 27, 2008 between FutureFuel Corp.

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Storage and Thruput Agreement dated November 1, 2006 between FutureFuel Chemical Company and Center Point Terminal Company (incorporated by reference to Exhibit No.

to Form 10 filed April 24, 2007)

Commodity Trading Advisor Agreement dated November 1, 2006 between FutureFuel Chemical Company and Apex Oil Company, Inc., as amended (incorporated by reference to Exhibit No.

10.5 to Form 10 filed April 24, 2007 and  

10.3 to Form 10-Q filed August 10, 2015)

Service Agreement dated November 1, 2006 between FutureFuel Corp.

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Amended and Restated Pledge and Security Agreement dated as of March 30, 2020 among the Obligors party thereto and Regions Bank, in its capacity as collateral agent (incorporated by reference to Exhibit 10.22 to Form 10-Q filed May 8, 2020)

First Amendment to Amended and Restated Credit Agreement, dated as of March 1, 2023, by and among FutureFuel Corp.

and FutureFuel Chemical Company, certain Subsidiaries from time to time party thereto, as guarantors, the Lenders from time to time party thereto, and Regions Bank as administrative agent and collateral agent.

Subsidiaries of FutureFuel Corp.

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By:  

Sparks, Chief Financial Officer and Principal Financial Officer

Sparks, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated .

Novelly, Chairman and Chief Executive Officer

/s/ Tom McKinlay

Tom McKinlay, Chief Executive Officer

By:  

Sparks, Chief Financial Officer and Principal Financial Officer

Sparks, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer

Novelly, Chairman

Novelly, Director

/s/ Donald C.

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Egger, Director

/s/ Jeffrey L.

Schwartz, Director

Louvel, Director

Kruszewski, Director

Novelly, II, Director

Sparks, Director

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures