Paul Novelly II
FutureFuelAbout Paul A. Novelly II
Independent vice chairman of the board? No—FutureFuel’s board explicitly classifies all directors except Paul A. Novelly II as independent; he is non‑independent and serves as Vice Chairman. Age 57, director since July 8, 2022, current term expiring 2026. Core credentials include CEO of Apex Holding Co. and its subsidiary Apex Oil Company, Inc.; registered broker at Stifel, Nicolaus & Co. since 2005; owner/president of St. Albans Construction; manager of SAGM Holdings (manager of St. Albans Global Management). He also serves as director of Apex Oil Company Charitable Foundation (since 2020) and World Point Terminals, Inc. (since 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apex Holding Co. / Apex Oil Company, Inc. | Chief Executive Officer | — (not disclosed) | Leads petroleum trading, storage, marketing and transportation operations via affiliates |
| St. Albans Construction Company | Owner and President | — (not disclosed) | — |
| SAGM Holdings, LLC / St. Albans Global Management, LLC | Sole manager of SAGM; SAGM is manager of St. Albans Global Management | — (not disclosed) | Investment oversight for family investment company |
External Roles
| Organization | Role | Tenure / Since | Notes |
|---|---|---|---|
| Stifel, Nicolaus & Co., Inc. | Registered broker | Since 2005 | Securities industry expertise |
| Apex Oil Company Charitable Foundation | Director | Since 2020 | Non‑profit governance |
| World Point Terminals, Inc. | Director | Since 2022 | Interlock: also includes FF directors Bedell and Manheim |
Board Governance
- Board status and tenure: Vice Chairman; Director Class B; term expires 2026; director since 2022 .
- Independence: Not independent (the board states all members except Paul A. Novelly II are independent) .
- Committees: Not listed as a member of Audit, Compensation, or Nominating/Corporate Governance Committees in 2024; those committees were comprised of other independent directors .
- Attendance: Board held 4 meetings in 2024; all directors attended at least 75% of all meetings. No directors attended the 2024 annual shareholder meeting (Sept 19, 2024) .
- Lead Independent Director: None designated; independent directors meet in executive sessions and choose a chair for each session .
Fixed Compensation
| Component | 2024 Policy | Paul A. Novelly II – 2024 | Post-Review Effective Apr 1, 2025 |
|---|---|---|---|
| Annual cash retainer | $50,000 (prorated if partial year) | Fees earned: $70,000; designated to a charitable organization by P.A. Novelly II ($70k) | $47,500 per director annual retainer |
| Chair retainers | Chair of Board $25,000; Audit Chair $20,000; other committee chairs $10,000 | — | Chair of Board $30,000; Audit Chair $15,000; Compensation Chair $10,000; other committee chairs $7,500 |
| Board meeting fee | $5,000 per board meeting (in-person/telephonic) | Included in $70k total fees | Eliminated (no per‑meeting fee for Board) |
| Committee meeting fee | $2,500 per committee meeting | — | $2,500 per committee meeting (unchanged) |
Director compensation earned for 2024 (dollars in thousands): Fees $70.0; Stock awards $25.8; Total $95.8. Note: “Director fees were designated to be paid to a charitable organization by P.A. Novelly, II in the amount of $70” .
Performance Compensation
| Equity Element | Detail | Vesting/Terms | Source |
|---|---|---|---|
| Annual equity grant | 5,000 shares of common stock to each director; 2024 grant date Dec 5, 2024; thereafter on the annual meeting date | Time‑based stock award under Incentive Plan; award agreement form approved by Compensation Committee | |
| New director option grant | Up to 10,000 stock options upon board appointment | Under Incentive Plan; terms per plan; used for new appointees | |
| Options outstanding (Paul A. Novelly II) | 10,000 options exercisable | $7.18 strike; expiration 8/1/2027; vested immediately at grant (Aug 1, 2022 cohort) |
- There are no disclosed performance metrics tied to director equity awards; grants are time‑based under the Omnibus Incentive Plan. Company‑level incentive metrics (Adjusted EBITDA, Gross Profit, Net Income) are discussed for executives, not directors .
Other Directorships & Interlocks
| Company | Role | Interlock Notes |
|---|---|---|
| World Point Terminals, Inc. | Director (since 2022) | Also on WPT board: FF’s Donald C. Bedell (Chairman) and Paul M. Manheim, creating a multi‑director interlock |
Expertise & Qualifications
- Petroleum supply chain, terminals, trading and logistics via Apex leadership .
- Capital markets exposure as registered broker at Stifel since 2005 .
- Construction/development operating experience (St. Albans Construction) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Paul A. Novelly II | 17,475,100 | 39.9% | Includes 17,085,100 shares held by St. Albans Global Management, LLC and 375,000 by Apex Holding Co.; Mr. Novelly II controls voting/investment power via SAGM Holdings (manager of St. Albans) and as CEO of Apex Holding Co.; includes 10,000 shares via director stock options |
- Record date shares outstanding: 43,803,243 (as of Sept 19, 2025) .
- Pledging: Proxy states none of the listed beneficially owned shares have been pledged as security; company policy generally prohibits pledging/margining company stock absent prior board approval .
Governance Assessment
- Strengths / alignment
- Very high “skin in the game” with 39.9% beneficial ownership, aligning incentives with shareholders on long‑term value creation .
- Consistent board/committee attendance culture (all directors ≥75%; board met 4x in 2024; Audit met 6x; Compensation 5x) supports baseline engagement .
- Director cash fees for 2024 donated to charity by P.A. Novelly II ($70k), signaling limited dependence on board cash compensation .
- Concerns / potential conflicts
- RED FLAG: Non‑independent vice chair with near‑control stake; board states all directors except Novelly II are independent .
- RED FLAG: Related‑party exposure to Apex Oil Company and affiliates (Mr. Novelly II is CEO of Apex). FF may buy/sell biofuels and petroleum products with Apex affiliates and reimburse Apex for certain services; transactions are at posted prices and require approval by a majority of disinterested directors under company policy .
- Interlocks: Multiple FF directors (Novelly II, Bedell, Manheim) also serve on World Point Terminals’ board, increasing the risk of group‑think or conflicts in overlapping networks .
- Annual shareholder meeting attendance: no directors attended the 2024 annual meeting; while not required, this may be viewed negatively by some governance observers .
- Structure updates impacting incentives
- 2025 changes lowered board meeting fees to $0 and standardized retainers, while maintaining committee meeting fees and adding annual equity grants (5,000 shares), modestly increasing equity exposure for directors .
Director Compensation (2024)
| Metric (USD, $000s) | Amount |
|---|---|
| Fees earned or paid in cash | 70.0 |
| Stock awards (grant date fair value) | 25.8 |
| Option awards | 0.0 |
| Total | 95.8 |
| Note | Fees designated to charity by P.A. Novelly II ($70k) |
Related-Party Transactions (Context)
- FF may sell biofuels to Apex Oil Company, Inc. and/or affiliates and may buy/sell petroleum products with them; FF may reimburse Apex for legal, trading and administrative services. Transactions occur at posted prices with geographic differentials and must be approved by a majority of disinterested directors per the Related‑Person Transactions Policy (adopted Jan 8, 2007; amended Feb 2, 2011). Dollar amounts are detailed in 2024 10‑K Note 20 (referenced in the proxy) .
Say‑on‑Pay & Shareholder Feedback (Company context)
- Last say‑on‑pay vote (covering 2022 compensation) held Sept 19, 2023—approved; FF holds say‑on‑pay every three years; next say‑on‑pay planned for 2026 .
- 2025 annual meeting voting (directors/auditor) approved by shareholders; Bedell and Kruszewski re‑elected (for/withhold tallies disclosed) .
Committee Assignments (Board 2024 snapshot)
| Committee | Members (2024) | Meetings/Attendance |
|---|---|---|
| Audit | Paul M. Manheim (Chair); Terrance C.Z. Egger; Dale E. Cole; G. Bruce Greer; Richard P. Rowe | Six meetings; all members attended each meeting |
| Compensation | Donald C. Bedell (Chair); Dale E. Cole; Terrance C.Z. Egger | Five meetings; all members attended each meeting |
| Nominating/Corporate Governance | Bedell (Chair); Cole; Egger; Manheim; Greer | — (excerpt shows membership) |
Note: Paul A. Novelly II is not listed as a member or chair of these committees in 2024 .
Equity Instruments Outstanding (Director)
| Instrument | Quantity | Exercise/Price | Expiration | Status |
|---|---|---|---|---|
| Stock options (director grant) | 10,000 | $7.18 | 8/1/2027 | Exercisable; vested immediately at grant (Aug 2022 new‑director cohort) |
Policies: Hedging/Pledging
- Hedging/derivative transactions prohibited; pledging/margining prohibited absent prior board approval and demonstration of ability to repay without resort to pledged shares .
- Proxy states none of management/board beneficially owned shares listed were pledged as of Sept 16, 2025 .
Governance Bottom Line
- Novelly II brings deep sector experience and significant ownership alignment, but his non‑independence, dominant stake (∼40%), Apex‑related transactions, and external interlocks elevate conflict‑of‑interest risk. The board relies on disinterested‑director approvals and majority‑independent committees to mitigate these risks; investors should monitor Related‑Party Transaction disclosures, committee composition, and any future changes in pledging/hedging or board independence balance .