What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-14 · 245 added, 337 removed, 457 unchanged (56% of the section changed)

2 unchanged sentences

Under the supervision and with the participation of our chief executive officer and our principal financial officer and other senior management personnel, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on that evaluation, our chief executive officer and our principal financial officer have concluded that these disclosure controls and procedures as of December 31, 2022 were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Management ’

s Annual Report on Internal Control Over Financial Reporting

Based on that evaluation, our chief executive officer and our principal financial officer have concluded that these disclosure controls and procedures as of December 31, 2023 were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Management ’ s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

5 unchanged sentences

Based on this assessment, management has concluded that, as of December 31, 2023, our internal control over financial reporting is effective based on those criteria.

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.

The effectiveness of our internal control over financial reporting as of December 31, 2023 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.

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.

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

1 unchanged sentence

Opinion on the Internal Control Over Financial Reporting

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 —

Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in 

Internal Control —

Integrated Framework  issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

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.

We have audited FutureFuel Corp.

and its subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

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, 2023 and 2022, 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, 2023 and the related notes to the consolidated financial statements (collectively, the financial statements) of the Company and our report dated March 14, 2024 expressed an unqualified opinion.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

6 unchanged sentences

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(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.

13 unchanged sentences

Novelly, Chairman

Bedell, Vice 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.

Bruce Greer *

Greer was appointed to the Board of Directors as of March 12, 2024, to fill a vacancy upon the resignation of Alain Louvel.

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: 

Tom McKinlay (a)

4 unchanged sentences

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.

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

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

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.

5 unchanged sentences

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 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.

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

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.

In the past seven years, Mr.

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

1 unchanged sentence

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

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.

Novelly has also served on the board of directors at FC Financial Holdings, Inc., a holding company whose material subsidiary was Florida Community Bank.

Novelly previously served on the board of directors of Boss Holdings, Inc., a distributor of work gloves, boots and rainwear, and other consumer products, and World Point Terminals, Inc., a Canadian and Toronto Stock Exchange company and the predecessor of World Point Terminals, Inc.

Our board believes that Mr.

Novelly’s experience, knowledge, skills, and expertise as our chairman since 2005 and his knowledge of our operations and effectiveness of our business strategies provide valuable perspective to our board and add significant value.

Additionally, Mr.

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 2008.

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 2008 and Vice Chairman of the board since December 2023.

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.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.

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.

Manheim has served on our board since 2011.

6 unchanged sentences

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.

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

3 unchanged sentences

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.

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.

Manheim’s service and experience as a director for other boards, strengthens the governance and functioning of our board.

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 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.

He then worked with First National Bank in Marshal, TX, and became President of Banc Texas McKinney in McKinney, TX in 1983.

4 unchanged sentences

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.

As of December 31, 2023, 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.

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.

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.

1 unchanged sentence

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.

3 unchanged sentences

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.

Our board believes that Mr.

Egger’s experience, knowledge, skills, and expertise, including experience and understanding of business strategy, development, supervision, operations and management add significant value to our board.

Additionally, Mr.

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

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

He serves as the Chief Executive Officer of Apex Holdings Co.

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.

3 unchanged sentences

and the sole manager of SAGM Holdings, LLC, which is the manager of St.

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

Albans Global Management, LLC, a family investment company.

He is also the owner and president of St.

2 unchanged sentences

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.

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.

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.

He is also a trustee of the French Institute Alliance Francaise and a French Foreign Trade Counselor.

Louvel previously served on the board of directors of World Point Terminals Inc., predecessor to World Point Terminals, LP’s parent and a Canadian and Toronto Stock Exchange company prior to June 2010.

Our board believes that Mr.

Louvel’s experience, knowledge, skills, and expertise acquired in international banking and finance, including experience and understanding of business strategy related to energy, commodities and derivatives, add significant value to our board.

Additionally, Mr.

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.

Kruszewski has served on our board since July 2022.

Kruszewski has served on our board since July 2022.

He is Chairman of the Board and Chief Executive Officer of Stifel Financial Corp.

6 unchanged sentences

Ski and Snowboard Team Foundation.

Active in community affairs, Mr.

Kruszewski serves as a member of the Chair’s Council for Greater St.

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.

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.

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

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.

Bruce Greer has served on our board since March 2024.

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.

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.

Greer was Chairman of the Board of Directors of Flexsys America L.P.

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.

Our board believes that Mr.

Greer's extensive managerial and leadership experience in the chemical industry 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.

He has extensive experience in the oil and gas industry on both sides of the Atlantic.

This includes responsibility for large scale refining and trading operations;

midstream assets;

renewables production and trading;

retail;

contract negotiation;

and mergers and acquisitions.

This includes responsibility for large scale refining and trading operations; midstream assets; renewables production and trading; retail; contract negotiation; and mergers and acquisitions.

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

6 unchanged sentences

Additionally, Mr.

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

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.

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

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

Sparks served as the controller of FutureFuel Chemical Company since its acquisition in 2006 and has over 32 years of 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.

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

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.

Lyon was appointed as our chief commercial officer.

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.

Lyon has served as our chief commercial officer since 2022.

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.

In his new capacity, Mr.

Lyon will lead the Company in sales, marketing, and technology and develop and implement a business growth strategy for custom chemicals, specialty chemicals, and biodiesel products.

Lyon is a global business executive with over 25 years of international business experience in over 30 countries in the industrial chemical and specialty chemical industries.

Lyon leads the Company in sales, marketing, and technology and in implementing a business growth strategy for custom chemicals, specialty chemicals, and biodiesel products.

Lyon is a global business executive with nearly 40 years of experience in the specialty chemicals industry and 30 years of international business experience in the industrial chemical and specialty chemical industries.

He has extensive experience in establishing and growing specialty chemicals businesses, especially in the Americas and Asia Pacific regions.

Lyon received a BS in Chemical Engineering and a MS in Engineering Management, both from the University of Missouri in Rolla (now Missouri University of Science and Technology).

Lyon received a BS in Chemical Engineering (Magna Cum Laude) and a MS in Engineering Management, both from the University of Missouri in Rolla (now Missouri University of Science and Technology).

Prior to joining FutureFuel Chemical Company, Mr.

Lyon was employed by Prefere Resins, where he was Business Director for the Americas and Asia.

Lyon was employed by Prefere Resins, where he was Business Director for the Americas and Asia.

Prior to Prefere, and for fifteen years, he was Business Director, Americas and Asia, for INEOS Melamines, a unit of INEOS.

There, he was highly engaged in leading business growth in Asia, established the business’ first commercial entity in Singapore, and the first manufacturing capability in the region with a strategic alliance in Indonesia.

Before that, Mr.

Lyon served as a regional and global business manager for the Specialty Resins business of UCB and Solutia Inc., where he was responsible for implementing growth strategies for products serving the automotive OEM and other high-performance coatings markets.

Lyon started his career with Monsanto Company, and held management positions in engineering, manufacturing, and global product management serving numerous specialty market segments including detergents, tire and rubber chemicals, pharma intermediates, and agricultural products.

Lyon also worked for UCB and Solutia, Inc.

in various business leadership roles.

He started his career with Monsanto Company, and held management positions in engineering, manufacturing, and global product management serving numerous specialty market segments.

Our board believes the experience, knowledge, skills, and expertise Mr.

1 unchanged sentence

Additionally, Mr.

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.

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 in February 2023.

Prior to this appointment, Mr.

Gaither served as General Manager since January 2018.

Gaither has worked for FutureFuel Chemical Company and its predecessor, Eastman Chemical Company, and Eastman Kodak Company, for over 32 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.

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.

Involvement in Legal Proceedings

1 unchanged sentence

Code of Business Conduct and Ethics

We adopted a code of business conduct and ethics that applies to all of our employees and the employees of our subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of this code of business conduct and ethics has been posted on our Internet website and may be accessed at https://futurefuelcorporation.gcs-web.com/corporate-governance.

We adopted a code of business conduct and ethics that applies to all of our employees and the employees of our subsidiaries, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of this code of business conduct and ethics has been posted on our Internet website and may be accessed at https://futurefuelcorporation.gcs-web.com/corporate-governance.

We will provide any person, without charge, a copy of such code of business conduct and ethics upon request to FutureFuel Corp., 8235 Forsyth Blvd., 4th Floor, Clayton, Missouri 63105, attention:

1 unchanged sentence

Nominating Committee

Our board established a nominating/corporate governance committee and adopted a charter for such committee.

A copy of this nominating/corporate governance committee charter is posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance.

Our board established a nominating/corporate governance committee and adopted a charter for such committee.

A copy of this nominating/corporate governance committee charter is posted on our website and may be accessed at http://futurefuelcorporation.gcs-web.com/corporate-governance.

The nominating/corporate governance committee charter contains procedures for Company shareholders to submit recommendations for nomination to our board.

The nominating/corporate governance committee charter was attached as an exhibit to our Form 10 Registration Statement filed with the SEC on April 24, 2007 and was last updated on July 16, 2015.

The current members of the nominating committee are as follows:

Bedell (Chair)

Terrance C.Z.

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.

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:

4 unchanged sentences

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.

Insider Trading Policies

Our board adopted insider trading policies governing the purchase and sale of securities by our directors, officers, and employees and those of our subsidiaries.

A copy of this insider trading policy has been posted on our website and may be accessed at https://futurefuel-corporation.ir.rdgfilings.com/wp-content/uploads/sites/34/2021/04/Insider_Trading_Policy.pdf.

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 the Company’s officers and directors and the executive officers and directors of FutureFuel Chemical Company.

In 2023, 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.

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.

For 2023, our directors received an annual fee of $50.

Additional annual fees paid were $25, $20, and $10 to our chairman of the board, audit committee chairman, and other committee chairmen, respectively.

During 2023, 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 2024.

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 2022 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 2023 and set or adjusted as the board deems appropriate.

Sparks, who serves as our principal financial officer and chief financial officer and FutureFuel Chemical Company’s chief financial officer, we determined for 2023 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 2024 and set or adjusted as the board deems appropriate.

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.

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, and certain retirement, insurance, and other benefits generally available to all employees.

4 unchanged sentences

Cash Salaries and Bonuses

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

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’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.

Sparks was increased for 2022, and director fees of $37 were paid to Mrs.

Sparks was increased for 2023, and director fees of $105 were paid to Mrs.

Sparks in 2023.

Lyon’s base salary was unchanged in 2022.

Lyon’s and Mr.

Gaither's base salaries were also increased in 2023.

For the year 2023, 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.

Eligible FutureFuel Chemical Company employees hired prior to January 1, 2022 received bonuses of approximately 138 hours of pay at their normal hourly rate.

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 $20.

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

Bonuses in 2022 for Mr.

McKinlay, Mrs.

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.

Eligible FutureFuel Chemical Company employees hired prior to January 1, 2023 received bonuses of approximately 114 hours of pay at their normal hourly rate.

Employees hired in 2023 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 $9.

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

Bonuses in 2023 for Mr.

McKinlay, Mrs.

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.

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

We expect to establish an annual cash bonus program commencing in 2024.

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

5 unchanged sentences

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

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.

2 unchanged sentences

See Note 17 to our consolidated financial statements for a detailed discussion of 2023 stock-based compensation awards.

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.

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.

3 unchanged sentences

(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.

2 unchanged sentences

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 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.

1 unchanged sentence

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.

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.

The Administrator may grant annual performance vested options.

1 unchanged sentence

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, 2022 made any awards that were contingent upon the achievement of specified performance goals or that were otherwise performance-vested.

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.

1 unchanged sentence

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.

(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.

1 unchanged sentence

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.

3 unchanged sentences

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.

(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.

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.

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.

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.

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

2 unchanged sentences

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

2 unchanged sentences

Cole, and Terrance C.Z.

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.

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

5 unchanged sentences

(Dollars in thousands)

Compensation (g)

Novelly (a),(d)

Chairman and former Chief Executive Officer

FutureFuel Corp.

Sparks (a), (b)

Chief Financial Officer, principal financial officer,

and treasurer, FutureFuel Corp.

Compensation (h)

Tom McKinlay (a), (d)

Chief Executive Officer and former Chief Operating Officer

FutureFuel Chemical Company

Chief Executive Officer and former

Chief Operating Officer FutureFuel Chemical Company

Sparks (a), (b)

Chief Financial Officer, principal financial officer, and treasurer,

FutureFuel Corp.

and FutureFuel Chemical Company

Charles Lyon (a), (c)

Strategy & Planning

FutureFuel Chemical Company

Chief Commerical Officer FutureFuel Corp.

and FutureFuel Chemical Company

Kyle Gaither (a), (e)

Chief Operations Officer FutureFuel Corp.

and FutureFuel Chemical Company

Executive officers of FutureFuel Chemical Company for the years indicated.

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.

Sparks, all other compensation includes director fees of $105, $37 and $32 in 2023, 2022, and 2021, 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.

This lump sum payment is included in Mr.

McKinlay's compensation for 2023.

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

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

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

13 unchanged sentences

(#) Exercisable

Underlying Unexercised

(#)Unexercisable

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.

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

The options awarded vested immediately and expire on January 21, 2025.

Please see Note 17 to our consolidated financial statements for a discussion of the Company’s plan-based awards.

Please see Note 17 to our consolidated financial statements for a discussion of the Company’s plan-based awards.

(b) In September 2019, we granted 10,000 stock options to Rose M.

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 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.

This same information is reflected in the unexercised options, stock awards, and equity in incentive plan table in the Compensation of Directors table below.

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

Option Exercises and Stock Vested

No options were exercised by our executive officers in 2023.

No stock awards vested in 2022.

No stock awards vested in 2023.

Potential Payments upon Termination or Change in Control

1 unchanged sentence

For 2023, our directors received an annual fee of $50, 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.

Committee heads received an additional $25 (chairman of the board), $20 (audit committee chairman), or $10 (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 for each board meeting and $2.5 for each committee meeting, whether attended in person or telephonically.

The following was the compensation paid to our directors for 2023.

3 unchanged sentences

Terrance C.Z.

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.

*Director fees were designated to be paid to a charitable organization by P.A.

Novelly, II and Ron J.

Kruszewski in the amount of $115 and $20, respectively.

For 2024, 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 as 2023.

The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards as of December 31, 2023, with respect to our directors.

Option Awards

of Securities

Unexercisable

Have Not Vested

Shares, Units

Alain Louvel (a)

of Securities

Unexercisable

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.

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

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

See Note 17 to our consolidated financial statements 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.

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.

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. 

The Company believes its compensation philosophy and process yield an equitable result.

Median total annual compensation of all employees other than our PEO: 

PEO total annual compensation: 

Ratio of PEO to Median Employee Compensation –

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

Employees’

actual gross wages and salaries were used for the full year of 2022. 

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, 2022, the Company employed 478 persons of which approximately 335 were in an operations role.

Median total annual compensation of all employees other than our PEO:

PEO total annual compensation:

Ratio of PEO to Median Employee Compensation – 9.54

In determining the median employee, a listing was prepared of all full and part-time employees as of December 31, 2023.

Employees’ actual gross wages and salaries were used for the full year of 2023.

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, 2023, the Company employed 515 persons of which approximately 341 were in an operations role.

Compensation Committee Interlocks and Insider Participation

3 unchanged sentences

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 2022 (other than the payment of directors’

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

Novelly, II, 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 2023 (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.

15 unchanged sentences

The following additional information regarding the Incentive Plan is as of December 31, 2023.

Plan Category

Number of securities

to be issued upon

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

Number of securities

to be issued upon

exercise price of

remaining available for future

outstanding options,

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

6 unchanged sentences

Clayton, MO 63105

Dimensional Fund Advisors LP (b)

6300 Bee Cave Road, Building One

Austin, TX 78746

BlackRock, Inc.

1 unchanged sentence

New York, NY 10055

Dimensional Fund Advisors LP (c)

6300 Bee Cave Road, Building One

Austin, TX 78746

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

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.

2 unchanged sentences

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 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.

reported sole voting power over 4,261,696 shares and sole dispositive power over 4,321,618 shares.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on February 9, 2024.

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

Dimensional reported power to vote or to direct the vote of 2,461,095 shares and sole power to dispose or to direct the disposition of 2,516,806 shares.

Dimensional disclaims beneficial ownership of such securities.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on January 31, 2024.

According to the filing, BlackRock, Inc.

BlackRock, Inc.

reported sole voting power over 2,179,664 shares and sole dispositive power over 2,226,538 shares.

Security Ownership of Management

4 unchanged sentences

Tom McKinlay (d)

Alain Louvel (c)

Krusweski (c)

11 unchanged sentences

Bedell for his granddaughter as to which Mr.

Bedell serves as trustee but holds no pecuniary interest; 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.

1 unchanged sentence

Bedell for his granddaughter as to which Mr.

Bedell serves as trustee but holds no pecuniary interest; 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.

1 unchanged sentence

Bedell for his granddaughter as to which Mr.

Bedell serves as trustee but holds no pecuniary interest; 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.

3 unchanged sentences

Bedell for his grandson as to which Mr.

Bedell serves as trustee but holds no pecuniary interest; 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.

14 unchanged sentences

Any transaction in which we (or one of our subsidiaries) are a participant, the amount involved exceeds the lesser of $120 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/).

This policy was adopted by our board on January 8, 2007 and amended on February 2, 2011, and can be found through the “Investors - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/).

All of the agreements described above in this Item 13 and in Note 20 to our consolidated financial statements have been approved by a majority of the disinterested members of our board of directors.

1 unchanged sentence

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 and January 1, 2016, 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”) 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.

(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 “Investors - Corporate Governance” section of our website (https://futurefuel-corporation.ir.rdgfilings.com/corporate-governance/).

Director Independence

The SEC has promulgated Rule 10A-3, which sets forth the independence requirements for members of an audit committee.

The following members of our board of directors are independent under the SEC’s definitions of independence:

Terrance C.Z.

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.

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.

Principal Accountant Fees and Services.

During fiscal 2022 and 2021, we incurred $477,000 and $361,000, respectively for audit and financial statement review services from RSM US LLP.

During fiscal 2023 and 2022, we incurred $445,000 and $477,000, respectively for audit and financial statement review services from RSM US LLP.

Audit-Related Fees

During fiscal 2022 and 2021, we incurred $15,000 and $12,500, respectively, for each year’s employee benefit plan audit procedures from RSM US LLP.

During fiscal 2022 and 2021, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from RSM US LLP.

During fiscal 2023 and 2022, we incurred $16,000 and $15,000, respectively, for each year’s employee benefit plan audit procedures from RSM US LLP.

During fiscal 2023 and 2022, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from RSM US LLP.

All Other Fees

We did not incur any other fees for other services from RSM US LLP during fiscal 2022 or fiscal 2021.

We did not incur any other fees for other services from RSM US LLP during fiscal 2023 or fiscal 2022.

Pre-Approval Policies

6 unchanged sentences

List separately all financial statements filed as part of this report.

FutureFuel Corp.’s audited consolidated Balance Sheets as at December 31, 2022 and 2021 and the related consolidated Statements of Operations, Statements of Changes in Stockholders’ Equity, and Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020.

FutureFuel Corp.’s audited consolidated Balance Sheets as at December 31, 2023 and 2022 and the related consolidated Statements of Operations, Statements of Changes in Stockholders’ Equity, and Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021.

Exhibits required by Item 601 of Regulation S-K.

2 unchanged sentences

2 to Form 10 filed February 29, 2008)

FutureFuel Corp.

s Bylaws (incorporated by reference to Exhibit No.

FutureFuel Corp.’s Bylaws (incorporated by reference to Exhibit No.

3.2.a to Form 10 filed April 24, 2007)

17 unchanged sentences

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)  

10.5 to Form 10 filed April 24, 2007 and Exhibit No.

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

Service Agreement dated November 1, 2006 between FutureFuel Corp.

6 unchanged sentences

10.15 to Form 10 filed April 24, 2007)

Omnibus Incentive Plan (incorporated by reference to Exhibit No.

10.16 to Amendment No.

1 to Form 10 filed June 26, 2007)

Omnibus Incentive Plan (incorporated by reference to Appendix A to Schedule 14A filed July 26,2017)

3 unchanged sentences

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.

FutureFuel Corp.

Insider Trading Policy

Subsidiaries of FutureFuel Corp.

Consent of RSM  

Consent of RSM US LLP

Rule 13a-15(e)/15d-15(e) Certification of chief executive officer

1 unchanged sentence

Section 1350 Certification of chief executive officer and principal financial officer

FutureFuel Corp.

Clawback Policy

Interactive Data Files**

11 unchanged sentences

FUTUREFUEL CORP.

By:  

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

2 unchanged sentences

Tom McKinlay, Chief Executive Officer

By:  

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

Novelly, Chairman

Novelly, Director

Novelly, Chairman and Director

/s/ Donald C.

Bedell, Director

Bedell, Vice Chairman and Director

Manheim, Director

3 unchanged sentences

Egger, Director

Louvel, Director

Kruszewski, Director

3 unchanged sentences

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