Pamela Butcher
FutureFuelAbout Pamela R. Butcher
Pamela R. Butcher, age 67, was appointed as a Class C independent director of FutureFuel Corp. on April 3, 2025, with a term expiring in 2027. She is a seasoned chemicals executive with prior CEO/COO experience and deep commercial and marketing expertise; she holds a B.S. in Agronomy and an M.S. from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pilot Chemical Corp. | Chief Executive Officer, President, Chief Operating Officer | 2010–2021 | Led growth and operations; executive leadership in specialty chemicals |
| The Dow Chemical Company (now Dow Inc.) | General Manager Adhesives & Sealants; VP Corporate Marketing & Sales; President Hampshire Chemical; VP & Portfolio Manager Specialty Chemicals | 1980–2009 | Managed diverse chemicals portfolios; senior commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.M. Huber Corporation | Director | Since 2022 | Private company; materials/chemicals |
| Pilot Chemical Corp. | Director | Since 2016 | Specialty chemicals producer |
| Arch Resources, Inc. (now Core Natural Resources, Inc.) | Director | 2023–2025 | Prior public company directorship |
| PDC Energy, Inc. | Director | 2022–2023 | Prior public company directorship |
| Gruden Topco Holdings LP/Quality Distribution Inc. | Director | 2016–2021 | Logistics/chemicals transport |
| Trecora Resources | Director | 2016–2022 | Prior public company directorship |
| Industry/NPO affiliations | Board/Member | Various | American Cleaning Institute; Ohio Association of Manufacturers; Chemical Education Foundation; NACD |
Board Governance
- Board service: Class C director; appointed April 3, 2025; term expires 2027 .
- Independence: The board determined Ms. Butcher is independent under NYSE/SEC rules; majority of FF’s board is independent .
- Committee membership: Compensation Committee member (current composition: Dale E. Cole—Chair; Pamela R. Butcher; Paul M. Manheim). All are independent, “Non‑Employee Directors,” and “outside directors” under §162(m) .
- Audit Committee: Current members are Paul M. Manheim (Chair), Terrance C.Z. Egger, G. Bruce Greer, Richard P. Rowe; Ms. Butcher is not on Audit .
- Nominating/Corporate Governance Committee: 2024 membership did not include Ms. Butcher; committee led board evaluations and nominee vetting .
- Executive sessions: Independent directors meet in executive sessions generally before/after board meetings; no designated lead independent director (chair chosen per session) .
- Attendance: Board held four formal meetings in 2024; all directors attended at least 75% of meetings. Directors are not required to attend shareholder meetings; no directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Structure | Effective Apr 1, 2025 Structure | Notes |
|---|---|---|---|
| Annual retainer (director) | $50,000 (prorated if partial year) | $47,500 (paid quarterly) | Applies to non-employee directors |
| Chair fees – Board | $25,000 | $30,000 | Prorated if partial year |
| Chair fees – Audit | $20,000 | $15,000 | |
| Chair fees – Other committees | $10,000 | $7,500 | Compensation Committee falls here for chair fee amount |
| Board meeting fee | $5,000 per meeting (in person/telephonic) | Eliminated (no per-meeting board fee) | |
| Committee meeting fee | $2,500 per meeting (in person/telephonic) | $2,500 per meeting (in person/remote) |
Implication: The 2025 change reduces meeting-based board cash incentives while retaining committee meeting fees, shifting director pay mix modestly toward fixed retainer .
Performance Compensation
| Award Type | Quantity | Grant Timing | Vesting | Strike | Expiration | Source/Notes |
|---|---|---|---|---|---|---|
| Annual equity grant (directors) | 5,000 shares | Dec 5, 2024; thereafter on date of annual meeting | Not disclosed | N/A | N/A | Policy for directors; applies prospectively to Ms. Butcher from 2025 annual meeting |
| New director option grant | Up to 10,000 options | Upon appointment | Not disclosed | Not disclosed | Not disclosed | Ms. Butcher shows 10,000 shares via director options in beneficial ownership table |
| Company Performance Metrics Used in Compensation (context) | Use |
|---|---|
| Adjusted EBITDA (Company-selected measure) | Most important measure linking compensation actually paid to performance (2024) |
| Gross Profit; Net Income | Additional measures in Pay vs Performance |
| TSR Peer Group (for Pay vs Performance TSR) | ADM; Arkema; Albemarle; Alto Ingredients; Aemetis; Bunge; Cabot; Chemours; Celanese; Darling Ingredients; Dow; Eastman; Gevo; Green Plains; Hudson Technologies; Huntsman; Kronos Worldwide; Lanxess; LyondellBasell; Olin; Rex American Resources; Stepan; Solvay; Westlake |
Note: No performance metrics are disclosed for director equity specifically; metrics above are used in executive pay and pay-versus-performance disclosures .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Risk Note |
|---|---|---|
| World Point Terminals, Inc. | Directors Novelly II, Bedell, Manheim serve; not Ms. Butcher | No disclosed interlock involving Ms. Butcher |
| Related-party transactions policy | Adopted; transactions with related persons require approval; Code of Business Conduct and Ethics governs conflicts | No specific related-party dealings disclosed for Ms. Butcher |
Expertise & Qualifications
- Extensive chemicals-sector operating leadership (Pilot CEO/COO; senior executive roles at Dow), with marketing, portfolio management, and P&L responsibility .
- Academic credentials in agronomy/science (BS/MS, Purdue), relevant to specialty chemicals .
- Governance credentials include NACD membership and multiple prior public/private board roles .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 10,000 shares | Denotes shares acquirable via director options under Incentive Plan (ownership <1%) |
| Ownership % of common stock | <1% | As reported (asterisk indicates <1%) |
| Pledged shares | None indicated | Proxy notes none of such shares have been pledged as security |
| Hedging/pledging policy | Prohibits derivatives; prohibits margin/pledging without board pre-clearance; exceptions require board approval | Formal policy applies to directors |
| Vested vs unvested | Not disclosed | No vesting detail provided for 2025 director option grant |
| Stock ownership guidelines | Committee monitors director ownership compliance | Specific multiples not disclosed |
Governance Assessment
- Strengths:
- Independent status and appointment to Compensation Committee support board oversight of pay practices and alignment with shareholders .
- Chemicals industry operational expertise adds relevant oversight for FF’s specialty chemicals operations .
- Beneficial ownership via options; no pledging disclosed; robust hedging/pledging restrictions reduce misalignment risk .
- Cautions:
- No lead independent director designated; executive sessions rotate chair—may dilute continuity in independent board leadership .
- No director attendance at the 2024 annual meeting of shareholders—signals weaker shareholder engagement norm at FF .
- Director equity award specifics (vesting/strike/expiration) for 2025 new director grants not disclosed—limits transparency on alignment terms .
RED FLAGS
- No lead independent director designated .
- Zero director attendance at the 2024 shareholder meeting .
Additional context: Say‑on‑pay passed in 2023; next vote in 2026. Compensation Committee leverages comparative market information and company performance measures (Adjusted EBITDA, Gross Profit, Net Income) in executive pay; Ms. Butcher’s role on the committee indicates direct involvement in pay governance .