Donald Bedell
FutureFuelAbout Donald C. Bedell
Independent Chairman of the Board at FutureFuel Corp. (FF); age 83; director since 2008; elected Chairman in December 2024. Career operator and director with oversight experience across healthcare services, community banking, and petroleum storage; current external roles include Chair of Castle Partners and director roles at First Community Bank (executive committee) and World Point Terminals, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FutureFuel Corp. | Director; Chairman of the Board | Director since 2008; Chairman since Dec 2024 | Board leadership; risk oversight; majority-independent board structure |
| Castle Partners (private) | Chairman | Not disclosed | Strategy formation/execution; healthcare operations across 35+ facilities |
| World Point Terminals, Inc. | Director | Not disclosed | Shared governance networks with other FF directors (interlock) |
| First Community Bank (Batesville, AR) | Director; Executive Committee member | Not disclosed | Banking and regulatory governance expertise |
External Roles
| Organization | Sector | Role | Notes |
|---|---|---|---|
| Castle Partners and affiliates | Healthcare services | Chairman | Operates 35+ skilled nursing, healthcare, hospice, therapy facilities across MO and other states |
| First Community Bank; holding company | Banking | Director; Executive Committee | Regional bank governance; Batesville, AR |
| World Point Terminals, Inc. | Petroleum storage | Director | Shared directorship with P.A. Novelly II and P.M. Manheim (interlock) |
Board Governance
- Classification and tenure: Class A director standing for re-election to a three-year term expiring 2028; on the board since 2008 .
- Independence: Determined independent under SEC/stock exchange rules; expected to remain independent if elected .
- Leadership structure: Independent Chairman; no designated Lead Independent Director; majority-independent board .
- Committees (2024): Listed as Chair of Compensation Committee and Chair of Nominating/Corporate Governance Committee in committee roster; Audit Committee not listed for Bedell . However, committee report states Compensation Committee was chaired by D.E. Cole in 2024, not Bedell (disclosure inconsistency) .
- Committee changes (2025): Bedell resigned from Compensation Committee in 2025; Compensation now consists of Cole (Chair), Butcher, and Manheim .
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of meetings. Committee meetings: Audit (6), Compensation (5), Nominating (4); all members attended each meeting .
- Executive sessions: Independent directors meet in executive sessions generally before/after board meetings; chair chosen each time .
- Annual shareholder meeting attendance: No directors attended the September 19, 2024 annual meeting (potential optics issue) .
RED FLAG: Inconsistent disclosure over who chaired the Compensation Committee in 2024 (committee roster vs. committee interlocks section), which should be reconciled in future filings for clarity .
Fixed Compensation
| Component | 2024 Policy | 2025 Policy (effective Apr 1, 2025) |
|---|---|---|
| Annual retainer (per director) | $50,000 | $47,500 |
| Chair fee – Board | $25,000 | $30,000 |
| Chair fee – Audit | $20,000 | $15,000 |
| Chair fee – Compensation | $10,000 | $10,000 |
| Chair fee – Other committees | $10,000 | $7,500 |
| Board meeting fee | $5,000 per meeting | Eliminated |
| Committee meeting fee | $2,500 per meeting | $2,500 per meeting |
| Donald C. Bedell – 2024 Director Compensation ($000s) | Amount |
|---|---|
| Fees earned or paid in cash | 112.0 |
| Stock awards | 25.8 |
| Total | 137.8 |
Notes:
- All directors were granted 5,000 shares in 2024 (grant date: Dec 5, 2024) under the Incentive Plan; thereafter, annual grants occur on the annual meeting date .
Performance Compensation
| Element | Terms | Metrics/Performance Link |
|---|---|---|
| Annual director equity grant | 5,000 common shares; 2024 grant on Dec 5, 2024; future grants on annual meeting date | Time-based; no disclosed performance conditions for director grants |
| New director option grant | Options to purchase up to 10,000 shares upon appointment; strike = mean of high/low on grant date; immediate vest; expirations e.g., 2027–2029 on recent grants | Time-based; no performance conditions; examples shown for 2022–2024 appointees (not Bedell) |
Observation: Director equity is not performance-vested; it is time-based, which is typical but offers limited pay-for-performance linkage for non-employee directors .
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Overlap |
|---|---|---|---|
| World Point Terminals, Inc. | Petroleum storage | Director | Shared with P.A. Novelly II and P.M. Manheim (FF directors) |
| First Community Bank | Banking | Director; Executive Committee | None disclosed with FF |
Potential conflict signal: Board-level interlocks at World Point Terminals, Inc. (Bedell, Novelly II, Manheim). Company discloses related-party transactions with Apex Oil (affiliated with Novelly II), approved by disinterested directors, but no Bedell-specific related-party transactions disclosed .
Expertise & Qualifications
- Board’s rationale: Strategic planning and execution expertise from chair role at Castle Partners; governance experience from service on multiple boards; contributes to board effectiveness .
- Sector experience: Healthcare operations (Castle Partners), banking (First Community Bank), energy storage infrastructure (World Point Terminals) .
- Board financial oversight: Not identified as Audit Committee financial expert; Audit Committee comprises independent “financial experts” (Bedell not listed on Audit) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Donald C. Bedell | 109,975 | <1% | Includes: 86,197 via Africa Exempt Trust (beneficiary); excludes pecuniary interest in five family trusts (trustee; disclaims beneficial ownership); no pledges indicated; no options reported outstanding |
Breakdown details:
- Family trusts: 2,500 (Alexandra N. Bedell Trust), 2,553 (Ashlyn T. Bedell Trust), 2,500 (Hailey Bedell Trust), 200 (Charlie Cash Bedell Trust); Bedell as trustee, no pecuniary interest; disclaims beneficial ownership .
- Hedging/pledging: Company prohibits pledging and derivatives trading by directors (with limited pre-cleared exceptions); no pledges indicated for named insiders in ownership table .
Governance Assessment
-
Positives:
- Independent Chairman; board majority independent; independent audit committee with all members designated financial experts .
- Stronger alignment shift in 2025: eliminated per-meeting board fees; retains equity program; clearer, more retainer-based structure .
- Committee attendance and board attendance met standards; committees reported full attendance in 2024 .
- Hedging/pledging restrictions for directors enhance alignment; pre-clearance for any exceptions .
-
Watch items / red flags:
- Inconsistent disclosure on the 2024 Compensation Committee chair (roster lists Bedell as Chair vs. committee interlocks section stating Cole as Chair) — calls for clarification to avoid ambiguity over pay governance .
- No Lead Independent Director designated (mitigated by independent Chair, but still non-standard in some governance frameworks) .
- No directors attended the 2024 annual shareholder meeting — a negative signal on shareholder engagement optics even if not required .
- Board interlocks with World Point Terminals, Inc. involving Bedell and two other FF directors; while related-party transactions disclosed involve Apex Oil (not Bedell), monitoring is warranted .
-
Say-on-pay and shareholder feedback:
- 2023 say-on-pay approved; next say-on-pay and frequency vote in 2026 .
-
Independence and conflicts:
- Bedell determined independent; no Bedell-specific related party transactions disclosed; related-party policy requires approval by disinterested directors and is in place .
Overall: Bedell brings deep operating and governance experience and serves as independent Chair. Attendance and independence are solid, and pay structure improvements in 2025 strengthen alignment. Clarification on Compensation Committee chair disclosures and continued vigilance on board interlocks and annual meeting engagement would enhance investor confidence .