What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-31 compared with 2024-03-14 · 195 added, 166 removed, 536 unchanged (40% of the section changed)

11 unchanged sentences

Based on this assessment, management has concluded that, as of December 31, 2024, 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, 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.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Grant Thornton 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

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.

For the fiscal quarter ended December 31, 2024, 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

To the Shareholders and the Board of Directors of FutureFuel Corp.

Board of Directors and Stockholders

FutureFuel Corp.

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, 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.

We have audited the internal control over financial reporting of FutureFuel Corp.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control — Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 31, 2025 expressed an unqualified opinion on those financial statements.

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.

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, included 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.

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

6 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/RSM US LLP

Louis, Missouri

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

March 31, 2025

8 unchanged sentences

Director Since

Novelly, Chairman

Bedell, Vice Chairman

Bedell, Chairman

Terrance C.Z.

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.

G Bruce Greer

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.

1 unchanged sentence

Our executive officers are as follows:

Tom McKinlay (a)

Roeland Polet (a)

Chief Executive Officer

1 unchanged sentence

Chief Commercial Officer

Kyle Gaither (b)

Chief Operations Officer

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

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

Polet was appointed Chief Executive Officer on September 3, 2024.

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

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

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.

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

Business Experience

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.

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 seven years, Mr.

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

and general partner of World Point Terminals, LP.

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

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 and Vice Chairman of the board since December 2023.

23 unchanged sentences

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 experience as the chairman of the audit committee of WPT GP, LLC and his experience as a chartered accountant add significant value to our board and the Company.

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.

11 unchanged sentences

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.

Cole’s service and experience as chairman for other boards, including active involvement in strategic planning for those companies, strengthens the governance and functioning of our board and the Company.

Terrance C.Z.

14 unchanged sentences

Additionally, Mr.

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

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

Novelly II has served on our board since July 2022.

1 unchanged sentence

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.

Louis, Missouri, which together with its affiliates is engaged in trading, storage, marketing, and transportation of petroleum products, including the operation of liquid terminal facilities in the Midwest and Eastern United States.

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

4 unchanged sentences

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.

He also serves as a director of Apex Oil Company Charitable Foundation, since 2020, and World Point Terminals, Inc., since 2022.

Our board believes that Mr.

18 unchanged sentences

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.

Bruce Greer has served on our board since March 2024.

8 unchanged sentences

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.

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.

Prior to Gilrita Consulting Limited, he was Executive Vice President of Murphy Oil Corporation for more than three years, a role which latterly incorporated the role of Managing Director of Murco Petroleum Limited, a UK based oil refining company.

McKinlay was employed for approximately six years by Murphy Oil where he became Executive Vice President of Worldwide Downstream Operations.

McKinlay received a bachelor of science in chemical engineering (with honors) from the University of Strathclyde in Glasgow, UK in 1985.

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

McKinlay acquired in his past roles in operations add significant, strategic value to the Company.

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 has been our principal financial officer and treasurer and principal accounting officer since 2012 and our chief financial officer since 2013.

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

Rowe has served on our board since August 2024.

Rowe has served as President of RPR Global Solutions, LLC, an advisory firm that provides advisory services to companies in the specialty chemicals and materials industries, since February 2022.

After serving in various leadership positions for over 20 years at Arkema, S.A., a multi-national manufacturer of specialty materials and chemicals, Mr.

Rowe served as President and Chief Executive Officer of Arkema Inc., a North American subsidiary of Arkema S.A., from July 2015 through November 2021, and served on the boards of various subsidiaries of Arkema S.A., such as Arkema Mexico Arkema Canada, and Bostik Inc., and Arkema joint ventures such as Arkema-Yoshitomi (Japan), Nitta-Findley (Japan), and Seki-Arkema (Korea).

Rowe chaired the Global Fluorochemical Producers Forum and served on the American Chemistry Council Board as well as its Responsible Care and Sustainability committees for more than six years.

Rowe serves as Vice President of Pediatric Pharmaceuticals and also as Vice President of Club Longboat Beach & Tennis.

Our board believes that Mr.

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

Roeland Polet joined the Company as our Chief Executive Officer September 2024.

Polet served as the Chief Executive Officer, DSM Materials Businesses, for Koninklijke DSM N.V., a Dutch multinational corporation headquartered in Heerlen, Netherlands and publicly traded company with ordinary shares listed on the NYSE Euronext stock exchange in Amsterdam ("DSM”).

He served in such role from 2019 to 2023 and also served in other senior leadership roles for DSM from 2015 to 2022, including President and Chief Executive Officer, Protective Materials, and President and Chief Executive Officer, Engineering Materials.

Polet demonstrated broad product and end-market experience with respect to chemicals and other materials and implemented significant growth, talent, operational and commercial excellence initiatives.

Prior to his service at DSM, Mr.

Polet served in senior leadership roles at Valspar Corporation, Celanese Corporation and Carbolite Foods, Inc.

Polet has extensive global business experience including in the United States, Asia and Europe.

Polet received a bachelor of arts, economics, from State University of New York at Buffalo.

Our board believes that Mr.

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

Sparks served on our board from 2019 to July 2024.

Sparks has been our principal financial officer and treasurer and principal accounting officer since 2012 and our chief financial officer since 2013.

Prior to 2013, Mrs.

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

Sparks served as the controller of FutureFuel Chemical Company since its acquisition in 2006 and has 33 years of leadership, business, and accounting experience at the Batesville facility.

Prior to our acquisition of FutureFuel Chemical Company, Mrs.

3 unchanged sentences

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 has served as our chief commercial officer since 2022, but Mr.

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

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.

9 unchanged sentences

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.

Lyon acquired in his past roles in leadership of specialty chemicals businesses add significant, strategic value to the Company.

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 in February 2023.

13 unchanged sentences

Investor Relations.

Nominating Committee

Nominating/Corporate Governance Committee

Our board established a Nominating/Corporate Governance Committee and adopted a charter for such committee.

2 unchanged sentences

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:

The current members of the Nominating/Corporate Governance Committee are as follows:

Bedell (Chair)

4 unchanged sentences

The current members of the Audit Committee are as follows:

Terrance C.Z.

Manheim (Chair)

Terrance C.Z.

G Bruce Greer

Audit Committee Expert

3 unchanged sentences

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.

A copy of this insider trading policy is attached as Exhibit 19.1 to this Annual Report on Form 10-K and has also 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.

2 unchanged sentences

In 2024, 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 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.

4 unchanged sentences

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.

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

In addition, in 2017, our board adopted the Incentive Plan which was approved by our shareholders at our 2017 annual meeting.

3 unchanged sentences

Cash Salaries and Bonuses

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.

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

Sparks in 2023.

Lyon’s and Mr.

Gaither's base salaries were also increased in 2023.

McKinlay resigned as Chief Executive Officer in May 2024.

Prior to his resignation, Mr.

McKinlay was compensated based on an annual base salary of $400 as approved by the Compensation Committee.

Upon his resignation, Mr.

McKinlay was given a separation package which included his anticipated bonus for 2024 and one year's salary to be distributed in two payments with one payment in 2024 and one in 2025.

Polet was hired in August 2024 to replace Mr.

In connection with his appointment, the Company and Mr.

Polet entered into an Employment Agreement dated August 16, 2024 (the “Employment Agreement”).

The Employment Agreement provides for, among other things, an annual base salary of $500 and a target annual bonus equal to 50% his annual base salary, subject to performance conditions established from time to time by the Compensation Committee.

For the year 2024, we established a bonus pool for the employees of our subsidiary, FutureFuel Chemical Company.

The total bonus target amount was determined by our chief executive officer in consultation with our other executive officers.

The total bonus target amount was determined by our chief executive officer in consultation with our other executive officers and the Compensation Committee.

Eligible FutureFuel Chemical Company employees hired prior to January 1, 2024 received bonuses of approximately 99 hours of pay at their normal hourly rate.

3 unchanged sentences

Bonuses in 2024 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 commencing in 2024.

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.

The actual amount of bonuses, if any, will be determined near the end of our fiscal year.

Omnibus Incentive Plan

Polet voluntarily took a 50% decrease in his bonus to increase the amounts payable to other employees of the Company.

Incentive Plan

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

3 unchanged sentences

Provide incentives to persons who are not our employees to promote our success.

The Incentive Plan authorizes us to issue stock options (including incentive stock options and nonqualified stock options), stock awards, and stock appreciation rights.

As of December 31, 2023, 44,000 options for shares of stock and no awards of shares of stock have been made under the Incentive Plan.

The Incentive Plan authorizes us to issue stock options (including incentive stock options and non-qualified stock options), stock awards, and stock appreciation rights.

As of December 31, 2024, we have issued or awarded 84,000 options to purchase shares of our common stock, 750,000 restricted stock units (“RSUs”) and 40,000 shares of restricted stock, in each case under the Incentive Plan.

The Employment Agreement for Mr.

Polet provided for the issuance of the 750,000 RSUs to him, vesting in five equal installments on each anniversary of the award date and subject to the other terms and conditions of the Incentive Plan and an award agreement entered into by the Company and Mr.

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

Historically, the Company has not regularly issued equity awards under the Incentive Plan and therefore has not had a determined schedule for award issuance.

However, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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

45 unchanged sentences

The amount of ordinary income realized by an employee in a sale or exchange for which a loss would be recognized is limited to the excess of the amount realized on the sale or exchange over the stock’s adjusted basis.

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

We will receive a corresponding tax deduction when the participant recognizes taxable income.

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

5 unchanged sentences

Our Compensation Committee currently consists of Donald C.

Bedell (Chair), Dale E.

Cole, and Terrance C.Z.

Bedell, Dale E.

Cole (Chair), 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.

7 unchanged sentences

Compensation (h)

Tom McKinlay (a), (d)

Roeland Polet (a), (b)

Chief Executive Officer

Tom McKinlay (a), (c)

Chief Executive Officer and former

Chief Operating Officer FutureFuel Chemical Company

Sparks (a), (b)

Sparks (a), (d)

Chief Financial Officer, principal financial officer, and treasurer,

1 unchanged sentence

and FutureFuel Chemical Company

Charles Lyon (a), (c)

Chief Commerical Officer FutureFuel Corp.

and FutureFuel Chemical Company

Kyle Gaither (a), (e)

Chief Operations Officer FutureFuel Corp.

and FutureFuel Chemical Company

Charles Lyon (a), (e)

Chief Commercial Officer FutureFuel Corp.

Kyle Gaither (a), (f)

Chief Operations Officer

FutureFuel Corp.

Executive officers of FutureFuel Chemical Company for the years indicated.

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.

Polet was appointed Chief Executive Officer effective September 3, 2024 upon Mr.

McKinlay's retirement.

Polet was issued 750,000 RSUs that vest annually on the anniversary date.

These RSUs and related dividends had an intrinsic value of $4,519 and $392, respectively.

McKinlay retired from the chief executive officer position May 2024 and was given a separation payment of his expected bonus for 2024 (other compensation) as well as half his annual salary to provide certain consulting services to the Company.

He will receive another payment of half his salary in 2025.

He had been appointed as chief executive officer on July 31, 2022.

In 2023, the Compensation Committee approved an adjustment to Mr.

2 unchanged sentences

McKinlay's compensation for 2023.

Sparks, all other compensation includes director fees of $35, $105 and $37 in 2024, 2023, and 2022, respectively.

Sparks resigned from the board of directors in July 2024.

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

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

2 unchanged sentences

Assumptions used for determining the value of awards reported here are set forth in Note 17 to our consolidated financial statements included elsewhere herein.

Represents the grant date valuation of all stock option awards under ASC 718, Stock Compensation , using the Black-Scholes option-pricing model, excluding the effect of estimated forfeitures.

Assumptions used in the calculation of these amounts are included in Note 17 to our consolidated financial statements included elsewhere herein.

These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the named executive officers.

Includes contributions (including accrued contributions) to vested and unvested defined contribution plans, HSA matching contributions, and the dollar value of any insurance premiums paid by, or on behalf of, us during or for the covered fiscal year with respect to life and disability insurance for the benefit of the named person.

Includes contributions (including accrued contributions) to vested and unvested defined contribution plans, apartment benefits for Mr.

Polet and Mr.

Lyon, automobile benefits for Mr.

Lyon, HSA matching contributions, and the dollar value of any insurance premiums paid by, or on behalf of, us during or for the covered fiscal year with respect to life and disability insurance for the benefit of the named person.

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

For 2023, 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.

For 2024, the value of all other compensation not a perquisite or personal benefit in excess of $10 was for 401(k) match and the 2023 401(k) true-up for $0 to Mr.

Polet, $19 to Mr.

McKinlay, $19 to Mrs.

Sparks, $20 to Mr.

1 unchanged sentence

Grants of Plan-Based Awards

No stock options were awarded to our executive officers in 2023.

In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement.

The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024.

The total expense of the award was valued at $4,911 at the grant date inclusive of dividends.

The RSUs were estimated at $4,519 and will be recognized as compensation expense over the vesting period.

The compensation expense recorded in 2024 was $392.

The equivalent dividends earned on the RSUs are forfeitable and recorded as a reduction in retained earnings and an increase in additional paid in capital in 2024.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

(#) Exercisable

(#)Unexercisable

Number of Securities Underlying Unexercised Options (#) Exerciseable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Options (#)

Option Exercise Price ($)

Option Expiration Date

Equity Incentive Plan Awards;

Number of unearned RSUs That Have Not Vested

Equity Incentive Plan Awards:

Market Value of Number of Unearned RSUs That Have Not Vested $

Tom McKinlay (a)

Roeland Polet (b)

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

1 unchanged sentence

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.

(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.

(b) In 2024, the Company issued 750,000 RSUs to Roeland Polet, the Company’s Chief Executive Officer in connection with his Employment Agreement.

The RSUs vest in five equal installments on each anniversary of the award date, September 3, 2024.

The market value is based on the closing market price of the Company’s stock on December 31, 2024.

Option Exercises and Stock Vested

No options were exercised by our executive officers in 2023.

No stock awards vested in 2023.

No previously issued options were exercised by our executive officers in 2024.

No previously issued stock awards vested in 2024.

Potential Payments upon Termination or Change in Control

Pursuant to the Employment Agreement, upon a termination of Mr.

Polet’s employment without “cause” or by the executive for “good reason,” he is entitled to receive, among other things, a payment equal to:

(i) 12 months’ base salary and (ii) his target annual bonus, paid in equal installments over the 12-month period following termination and execution of a release of claims.

Polet’s base salary and target annual bonus payment in effect as of December 31, 2024, such payment would be equal to $750,000 if Mr.

Polet had been terminated as of such date.

Polet is not entitled to any payment upon a change in control unless he is terminated under the circumstances described above.

Upon termination of his employment or a change in control, Mr.

Polet is not entitled to the acceleration of any equity award that he has received to date.

Compensation of Directors

3 unchanged sentences

The following was the compensation paid to our directors for 2024.

Summary Compensation of Directors Table

(Dollars in thousands)

Pension Value

2 unchanged sentences

Terrance C.Z.

Alain Louvel*

Novelly, II**

G Bruce Greer

Alain Louvel resigned from the board in February 2024 and Mrs.

Rose Sparks resigned in July 2024.

Novelly's term as a director ended at the 2024 annual meeting of the Company's stockholders.

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

Novelly, II 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.

Novelly, II in the amount of $70.

During 2024, the compensation committee reviewed the compensation structure and determined to modify it as follows for 2025:

An annual cash retainer fee of $95 per director;

Additional annual cash retainer fee of $60 for our chairman;

Additional annual retainer fee of $30 for the chairman of the Audit Committee;

Additional annual retainer fee of $20 for the chairman of the Compensation Committee;

Additional annual retainer fee of $15 for the chairman of any other committee of the board;

Per meeting fee of $7.5 for each meeting of the board attended by a director in person or remotely, subject to a maximum annual, aggregate fee of $45;

Per meeting fee of $7.5 for each meeting of a committee of the board attended by a committeeperson in person or remotely;

An annual grant of 5,000 shares of the Company’s common stock pursuant and subject to the terms and conditions of the Incentive Plan, with the grant for 2024 to be in December 2024 and thereafter on the date of the Company’s annual meeting of stockholders;

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

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

5 unchanged sentences

Ron Kruszewski

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

G Bruce Greer

In August 2024, March 2024 and August 2022, we granted a total of 10,000, 10,000 and 20,000, respectively, stock options to our new board members.

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

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

The options awarded vested immediately and expire on August 13, 2029, March 18, 2029 and August 1, 2027, respectively.

See Note 17 to our consolidated financial statements 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.

Tom McKinlay.

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 – 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

1 unchanged sentence

Bedell, Terrance C.Z.

Egger, and Dale E.

Egger, Paul M.

Manheim, and Dale E.

The committee was chaired by Mr.

1 unchanged sentence

Novelly, II, Mr.

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

Bedell (our chairman and the chair of our Nominating/Corporate Governance Committee), and Mr.

Manheim (one of our directors and the chair of the Audit Committee) are directors of World Point Terminals, Inc., a Delaware company based in Missouri that, through its operating subsidiaries, owns and operates petroleum storage facilities in the United States.

4 unchanged sentences

Based on this review and discussions, the Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Bedell (chair), Terrance C.Z.

Egger, and Dale E.

Cole (Chair), Donald C.

Bedell, Terrance C.Z.

Egger, and Paul M.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

14 unchanged sentences

issuance under equity

outstanding options,

outstanding units, options,

warrants and rights

compensation plans (excluding

warrants and rights

(excluding RSUs

securities reflected in column (a))

Plan Category

reflected in column (a))

Equity compensation plans approved by security holders

18 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 February 9, 2024.

Based solely upon an Amendment to Schedule 13G/A filed with the SEC by the listed person on January 23, 2025.

According to the filing, Dimensional Fund Advisors LP furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”).

14 unchanged sentences

Novelly II (a)

Tom McKinlay (d)

Krusweski (c)

Roeland Polet (b)

Krusweski (d)

G Bruce Greer (d)

Richard P Rowe (d)

Terrance C.Z.

8 unchanged sentences

Novelly II as director under the Incentive Plan.

Includes 750,000 RSUs subject to certain vesting conditions.

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

17 unchanged sentences

Includes 10,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

Includes 4,000 shares that may be acquired pursuant to the exercise of options awarded under the Incentive Plan.

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

Change in Control

24 unchanged sentences

Principal Accountant Fees and Services.

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

During fiscal 2024, we incurred $519,117 and $146,000 for audit and financial statement review services from Grant Thornton LLP and RSM US LLP, respectively.

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

Audit-Related Fees

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.

During fiscal 2024 we incurred $21,000 employee benefit plan audit procedures from Grant Thornton LLP.

During fiscal 2023, we incurred $16,000 for employee benefit plan audit procedures from RSM US LLP.

During fiscal 2024 and 2023, we incurred fees of $0 and $0, respectively, for tax compliance, tax advice and tax planning services from Grant Thornton LLP or RSM US LLP.

All Other Fees

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

We did not incur any other fees for other services from Grant Thornton LLP and RSM US LLP during fiscal 2024 or fiscal 2023.

Pre-Approval Policies

46 unchanged sentences

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 (incorporated by reference to Exhibit 10.20 to Form 10-Q filed May 8, 2020)

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 (incorporated by reference to Exhibit 10.10 to Form 10-K filed March 14, 2023).

Second Amended and Restated Credit Agreement

Form of Option Agreement (incorporated by reference to Exhibit No 10.2 to Form 10-Q filed August 8, 2022).

Separation and Release Agreement by and between Tom McKinlay and the Company dated May 24, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed May 29, 2024).

Employment Agreement, dated August 16, 2024, by and between Roeland Polet and FutureFuel Corp.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed August 20, 2024).

Form of Restricted Stock Award Agreement (Non-Employee Directors)

Form of Stock Unit Award Agreement (Employee)

FutureFuel Corp.- Preferability Letter of Grant Thornton LLP

FutureFuel Corp.

1 unchanged sentence

Subsidiaries of FutureFuel Corp.

Consent of Grant Thornton LLP

Consent of RSM US LLP

12 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Management contract or compensatory plan or arrangement

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

5 unchanged sentences

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 .

/s/ Tom McKinlay

Tom McKinlay, Chief Executive Officer

/s/ Roeland Polet

Roeland Polet, Chief Executive Officer

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

Novelly, Chairman and Director

/s/ Donald C.

Bedell, Vice Chairman and Director

Bedell, Chairman and Director

Manheim, Director

5 unchanged sentences

Novelly, II, Director

Sparks, Director

/s/ G Bruce Greer

G Bruce Greer, Director

/s/ Richard P.

Rowe, Director

March 31, 2025

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