Paul Manheim
FutureFuelAbout Paul M. Manheim
Independent Class B director of FutureFuel Corp. since 2011; age 76; term expires in 2026. Former President/CEO of HAL Real Estate Inc. until September 2005; currently a non-executive director there. Chartered Accountant (1976; University of New South Wales, B.Comm Hons). Serves as Audit Committee Chair; designated an Audit Committee financial expert; also a member of the Compensation and Nominating/Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HAL Real Estate Inc. | President & CEO; later Non-Executive Director | CEO until Sept 2005; current non-executive | Led strategy and execution; ongoing governance oversight |
| Holland America Line N.V. / HAL Holding N.V. | Finance and corporate development roles | Joined 1982 | Corporate development, finance experience at international holding company |
| Shanghai Red Star Optical Co. | Chairman of the Board | 2005–2014 | Retail expansion; board leadership |
| World Point Terminals, Inc. (and predecessor) | Director; Audit Committee Chair | Since 2009 | Audit chair; petroleum storage operations governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| HAL Real Estate Inc. | Non-Executive Director | Current | Pacific Northwest real estate (multi-family, office, mixed-use) |
| World Point Terminals, Inc. (Delaware) | Director; Audit Committee Chair | Since 2009 | Owns/operates U.S. petroleum storage facilities |
| Shanghai Red Star Optical Co. | Chairman | 2005–2014 | Affiliated with Europe’s largest optical retailer |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Nominating/Corporate Governance Committee member. Audit members (2024–2025): Manheim (Chair), Egger, Greer, Rowe; Egger leaving post-2025 meeting. Compensation members (current): Cole (Chair), Butcher, Manheim. Nominating/Corporate Governance (2024): Bedell (Chair), Cole, Egger, Manheim, Greer.
- Independence: Board determined Manheim is independent under SEC and exchange rules; board remains majority independent. No lead independent director designated; independent directors meet in executive session around board meetings.
- Attendance: Board held four formal meetings in 2024; all directors attended at least 75% of all meetings. Committee meetings: Audit (six), Compensation (five), Nominating/Corporate Governance (four); “all members attended each meeting.” Directors are not required to attend annual shareholder meetings; none attended the 2024 meeting.
- Hedging/Pledging policy: Directors prohibited from derivatives/hedging; pledging prohibited except rare pre-cleared exceptions; margin-pledging banned.
Fixed Compensation
| Item | 2024 Amount (Paul M. Manheim) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($000s) | 127.5 | Annual retainer + chair fees + meeting fees |
| Stock Awards ($000s) | 25.8 | Annual equity award (5,000 shares granted 12/5/2024) |
| Option Awards ($000s) | 0.0 | No director options disclosed for Manheim in 2024 |
| Total ($000s) | 153.3 |
Director compensation framework:
- 2024: Annual retainer $50,000; Chair adders: Chairman $25,000; Audit Chair $20,000; other chairs $10,000; meeting fees: $5,000/board, $2,500/committee.
- Effective April 1, 2025: Annual retainer $47,500; Chairman $30,000; Audit Chair $15,000; Compensation Chair $10,000; other committee chairs $7,500; no per-meeting fee for board; $2,500 per committee meeting.
- Annual equity: 5,000 common shares granted at the annual meeting date (2024 grant on 12/5/2024). New directors receive options up to 10,000 shares.
Performance Compensation
| Compensation Element | Structure | Performance Metrics Used |
|---|---|---|
| Annual Director Equity | Time-based stock award (5,000 shares) | None disclosed for directors (not performance-vested) |
| Incentive Plan (Company) | Allows performance-vested options/awards | Company’s disclosed measures for pay-versus-performance include Adjusted EBITDA, Gross Profit, Net Income (for executives; not applied to director equity) |
Historically, awards contingent on specified performance goals were not made through 2023; director equity grants are time-based.
Other Directorships & Interlocks
| Entity | Interlock Details | Governance Note |
|---|---|---|
| World Point Terminals, Inc. | Manheim is Director/Audit Chair; FF directors Paul A. Novelly II and Donald C. Bedell also serve as directors of WPT | WPT does not have a separate compensation committee (per FF proxy disclosure) |
| Apex Oil-affiliated transactions | FF engages in related-party transactions with Apex Oil (Novelly II CEO); Board policy requires disinterested approval | Transactions reviewed and approved under Related Party policy; amounts detailed in FF 2024 10-K Note 20 |
Expertise & Qualifications
- Chartered Accountant with deep audit oversight; designated Audit Committee financial expert.
- CEO experience in real estate; finance/corporate development at international holding companies.
- Multi-industry board leadership (energy/storage; retail optics), enhancing risk oversight and governance breadth.
Equity Ownership
| Metric | Aug 1, 2023 | Sep 16/19, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 13,103 | 24,103 |
| Ownership % of common stock | <1% (*) | <1% (*) |
| Pledged shares | None indicated (per table note: none pledged unless otherwise stated) | None indicated (same table construct) |
| Options outstanding | Not disclosed for Manheim in director options tables (2022/2024) | Not disclosed for Manheim (2024 director options list excludes him) |
() Company denotes “” for ownership under 1%.
Governance Assessment
- Strengths:
- Independent director with audit chair responsibilities and financial expert designation; strong fit for audit oversight in a chemicals/biofuels company.
- Active committee involvement across Audit, Compensation, and Nominating/Governance; full attendance at committee meetings.
- Conservative trading policy (no hedging/pledging), supporting alignment.
- Increasing personal share ownership between 2023 and 2025 enhances “skin-in-the-game.”
- Potential red flags:
- Interlocks at World Point Terminals, Inc. with controlling shareholder family (Novelly II) and director (Bedell); WPT lacks a separate compensation committee—monitor for related-party influence.
- Concentrated ownership: Novelly II beneficially owns ~39.9% of FF; insiders/directors aggregate 42.4%—board independence must be robust.
- Board engagement optics: No directors attended the 2024 annual shareholder meeting; though not required, this can be perceived as lower shareholder-facing engagement.
- No lead independent director designated, reducing clarity of independent leadership voice.
Board Governance (Attendance & Committee Activity – 2024)
| Committee | Manheim Role | Meetings in 2024 | Attendance |
|---|---|---|---|
| Audit | Chair | 6 | All members attended each meeting |
| Compensation | Member | 5 | All members attended each meeting |
| Nominating/Corporate Governance | Member | 4 | All members attended each meeting |
| Board | Director | 4 formal meetings | All directors attended ≥75% of all meetings |
Director Compensation (Structure Snapshot)
| Component | 2024 Policy | Effective Apr 1, 2025 Policy |
|---|---|---|
| Annual director retainer | $50,000 | $47,500 |
| Chairman of Board | +$25,000 | +$30,000 |
| Audit Committee Chair | +$20,000 | +$15,000 |
| Compensation Committee Chair | +$10,000 | +$10,000 |
| Other Committee Chairs | +$10,000 | +$7,500 |
| Board meeting fee | $5,000 per meeting | Eliminated |
| Committee meeting fee | $2,500 per meeting | $2,500 per meeting (unchanged) |
| Annual equity grant | 5,000 shares; grant 12/5/2024 | 5,000 shares on annual meeting date |
| New director grant (options) | Up to 10,000 options | Up to 10,000 options |
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: Approved at the 2023 annual meeting; FF holds triennial say-on-pay, next scheduled for 2026.
- Shareholder communications channels disclosed; independent directors hold executive sessions.
Related Party Transactions & Controls
- Apex Oil transactions (biofuels/petroleum products; legal/trading/admin services reimbursement) conducted at posted prices plus/minus geography; reviewed per policy and approved by disinterested directors.
- Code of Business Conduct and Ethics governs conflicts; hedging/pledging policy restricts director conduct.
Equity Ownership (Directors & Insiders Context)
| Holder | Shares | % of Common Stock |
|---|---|---|
| Paul A. Novelly II | 17,475,100 | 39.9% |
| All directors & executive officers | 18,583,433 | 42.4% |
| Paul M. Manheim | 24,103 | <1% |
Concentrated insider ownership elevates the importance of independent committee leadership and rigorous related-party oversight.
Summary Signal for Investors
- Audit rigor and independence strong via Manheim’s audit chair role and financial expert designation; committee attendance solid.
- Monitor interlocks (WPT) and Apex-related transactions amid high insider ownership; governance policies mitigate but warrant ongoing scrutiny.
- Compensation for directors mixes cash retainers with fixed-share grants; no director performance-vested equity disclosed—alignment via share grants and ownership growth, not pay-for-performance metrics.