Richard Rowe
FutureFuelAbout Richard P. Rowe
Independent director at FutureFuel Corp. since August 13, 2024; age 64; former President & CEO of Arkema Inc. (North America) with >20 years of leadership at Arkema S.A.; founder/President of RPR Global Solutions, LLC (specialty chemicals advisory) since February 2022. Recognized audit committee financial expert; independence affirmed by the Nominating/Corporate Governance Committee; tenure class B term expiring 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arkema Inc. (subsidiary of Arkema S.A.) | President & CEO | Jul 2015 – Nov 2021 | Led North American specialty materials/chemicals operations |
| RPR Global Solutions, LLC | President | Feb 2022 – Present | Advisory services to specialty chemicals/materials companies |
| Arkema Mexico; Arkema Canada; Bostik Inc. (subsidiaries) | Director | Not disclosed | Board service at Arkema subsidiaries |
| Arkema-Yoshitomi (Japan); Nitta-Findley (Japan); Seki-Arkema (Korea) (JVs) | Director | Not disclosed | Board service at Arkema joint ventures |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Fluorochemical Producers Forum | Chair | Not disclosed | Industry leadership in fluorochemicals |
| American Chemistry Council | Board Member; Responsible Care & Sustainability Committees | >6 years | Governance, safety, ESG committee engagement |
| Pediatric Pharmaceuticals | Vice President | Not disclosed | Role noted in proxy; entity type not disclosed |
| Club Longboat Beach & Tennis | Vice President | Not disclosed | Role noted in proxy |
Board Governance
- Independence: Board determined Richard P. Rowe is independent under SEC and exchange rules; majority-independent board maintained .
- Committee Assignments: Audit Committee member; board determined each Audit member (including Rowe) qualifies as an Audit Committee financial expert .
- Attendance: Audit Committee held six meetings in 2024; “all members attended each meeting” (Rowe included) .
- Chair Roles: Not a committee chair; current Audit chair is Paul M. Manheim .
- Lead Independent Director: None designated; independent directors meet in executive sessions generally before/after board meetings .
- Term/Service: Class B director; term expires 2026; director since Aug 13, 2024 .
Fixed Compensation
| Component | 2024 Structure | 2025 Structure (effective Apr 1, 2025) |
|---|---|---|
| Annual retainer (director) | $50,000 (prorated if partial year) | $47,500 per director |
| Chairman of the Board retainer | $25,000 | $30,000 |
| Audit Committee Chair retainer | $20,000 | $15,000 |
| Other committee chair retainer | $10,000 | $10,000 |
| Board meeting fee | $5,000 per meeting (in person/telephonic) | No per-meeting fee |
| Committee meeting fee | $2,500 per meeting (in person/telephonic) | $2,500 per meeting |
| Richard P. Rowe – 2024 Director Compensation (Dollars in thousands) | Amount |
|---|---|
| Fees earned or paid in cash | $29.0 |
| Stock awards | $25.8 |
| Option awards | $16.2 |
| Total | $71.0 |
Performance Compensation
| Equity Award | Grant Date | Quantity/Terms | Fair Value | Vesting |
|---|---|---|---|---|
| Annual stock grant (directors) | Dec 5, 2024 (for 2024); thereafter on annual meeting date | 5,000 shares of common stock per director | $25.8k (Rowe 2024 stock award) | Not specified (stock grant; no performance conditions disclosed) |
| New director option grant | Aug 13, 2024 (Rowe appointment) | 10,000 options; exercise price $5.73; expiration Aug 13, 2029 | $16.2k (Rowe 2024 option award) | Vested immediately |
No performance-conditioned metrics (e.g., TSR, EBITDA) tied to non-employee director grants are disclosed; awards are fixed/time-based per the Incentive Plan .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Arkema subsidiaries (Arkema Mexico; Arkema Canada; Bostik Inc.) | Not disclosed as public in proxy | Director | Historical roles; no related-party transactions with FutureFuel disclosed |
| Arkema JVs (Arkema-Yoshitomi; Nitta-Findley; Seki-Arkema) | Not disclosed | Director | Historical roles; no related-party transactions with FutureFuel disclosed |
| Pediatric Pharmaceuticals | Not disclosed | Vice President | No conflict disclosed |
| Club Longboat Beach & Tennis | Not disclosed | Vice President | No conflict disclosed |
Expertise & Qualifications
- Audit committee financial expert designation; independent under SEC and exchange standards .
- Deep specialty chemicals leadership; prior CEO of Arkema Inc.; industry governance via ACC and global fluorochemicals forum .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Common Stock | Notes |
|---|---|---|---|
| Richard P. Rowe | 20,000 | <1% | Includes 10,000 shares acquirable via director options under Incentive Plan; none of the listed directors’ shares pledged unless otherwise indicated . |
| Option Holdings (as of Dec 31, 2024) | Exercisable | Unexercisable | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|
| Richard P. Rowe | 10,000 | 0 | $5.73 | Aug 13, 2029 | Vested immediately at grant . |
Hedging/Pledging policy exists within Corporate Governance guidelines; independence affirmed by committee review . No pledging indicated in beneficial ownership table footnote context .
Governance Assessment
- Strengths: Independent director with relevant industry expertise; designated audit committee financial expert; full attendance in Audit Committee meetings; modest personal equity exposure combined with annual equity grants supports alignment .
- Compensation structure: Mix of cash retainer/meeting fees plus fixed equity grants; options for new directors vest immediately—acceptable but offers less performance linkage than PSUs; 2025 revisions reduce per-meeting board fees and formalize retainers, which can enhance governance clarity .
- Conflicts/Related-party: Proxy references related-person transaction oversight and Code of Conduct; no Rowe-specific related-party transactions disclosed .
- Risk indicators: No material proceedings involving directors; no pledging noted; board lacks a designated lead independent director (managed via executive sessions chaired ad hoc) .
- Contextual consideration: Significant ownership concentration by another director (Paul A. Novelly II at 39.9%) can influence governance dynamics; not Rowe-specific but relevant to board independence environment .