Roeland Polet
FutureFuelAbout Roeland Polet
Roeland Polet, age 62, has served as Chief Executive Officer of FutureFuel Corp. since September 3, 2024; he previously led DSM’s global materials businesses and held senior leadership roles at Valspar, Celanese, and Carbolite Foods, and holds a BA in Economics from the State University of New York at Buffalo . During 2022–2024, FutureFuel’s disclosed pay-versus-performance metrics show total shareholder return index values of $118.17, $87.11, and $341.62, respectively, alongside net income of $15.2M, $37.4M, and $15.5M, and Adjusted EBITDA of $27.8M, $35.0M, and $17.6M, providing context for incentive alignment under his tenure-to-date and prior periods .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Koninklijke DSM N.V. | Chief Executive Officer, DSM Materials Businesses | 2019–2023 | Implemented growth, talent, operational and commercial excellence initiatives across global materials portfolio |
| Koninklijke DSM N.V. | President & CEO, Protective Materials; President & CEO, Engineering Materials | 2015–2022 | Broad product and end-market experience; execution across U.S., Asia, Europe |
| Valspar Corporation | Senior leadership roles | Not disclosed | Senior leadership experience in specialty chemicals |
| Celanese Corporation | Senior leadership roles | Not disclosed | Senior leadership experience in chemicals |
| Carbolite Foods, Inc. | Senior leadership roles | Not disclosed | Senior leadership experience in consumer/ingredients |
Fixed Compensation
| Component | 2024 disclosed | Notes |
|---|---|---|
| Base salary (annual rate) | $500,000 | Per Employment Agreement |
| Target bonus (% of base) | 50% | Subject to performance conditions set by the Compensation Committee |
| Actual 2024 salary | $143,000 | Partial year service as CEO from Sept 3, 2024 |
| Actual 2024 cash bonus | $41,000 | Polet voluntarily reduced his bonus by 50% to increase other employee payouts |
| All other compensation (2024) | $9,000 | Perquisites/benefits as disclosed |
Performance Compensation
| Incentive type | Grant date | Shares/units | Grant-date fair value | Vesting schedule | Comments |
|---|---|---|---|---|---|
| RSUs (time-based) | Sep 3, 2024 | 750,000 | $4,519,000 (plus $392,000 dividends) | 5 equal annual installments on each anniversary of grant (150,000 per year) | RSUs issued under 2017 Omnibus Plan; dividends forfeitable until vested |
| Vest date | Shares | Status as of 12/31/2024 |
|---|---|---|
| 09/03/2025 | 150,000 | Unvested |
| 09/03/2026 | 150,000 | Unvested |
| 09/03/2027 | 150,000 | Unvested |
| 09/03/2028 | 150,000 | Unvested |
| 09/03/2029 | 150,000 | Unvested |
Notes on performance metrics and payout mechanics:
- 2024 CEO equity award is time-based RSUs; no performance weighting/targets were disclosed for this grant. The plan permits performance-vested options/awards tied to metrics (cash flow, EBIT, TSR, etc.), but management noted no such awards were granted through 2023; 2024 CEO grant was time-based RSUs .
- Company’s “Pay versus Performance” disclosure identifies Adjusted EBITDA, Gross Profit, and Net Income as the most important measures in linking compensation actually paid to performance in 2024 (see “Company-selected measure” and tabular list) .
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 760,000 | Includes 750,000 RSUs subject to vesting |
| Ownership as % of outstanding | 1.7% | Out of 43,803,243 shares outstanding as of 9/19/2025 |
| Unvested RSUs | 750,000 | 5-year ratable vesting; market value of unearned RSUs at 12/31/2024 disclosed as $3,976,500 |
| Pledged shares | None | Proxy states none of such shares have been pledged as security |
| Hedging/pledging policy | Prohibits short-term/speculative trading, public options; prohibits margin accounts and pledging (exceptions require pre-approval) | Insider Trading Policy and proxy hedging/pledging section |
| Ownership guidelines | Committee monitors director/insider ownership compliance; specific CEO multiple not disclosed | Compensation Committee responsibilities and monitoring |
Employment Terms
| Term | Detail |
|---|---|
| Role and start date | CEO effective September 3, 2024 |
| Employment Agreement | Dated August 16, 2024; base salary $500,000; target bonus 50% of base |
| Severance (without cause / for good reason) | 12 months’ base salary plus target annual bonus, payable over 12 months upon release; estimated $750,000 as of 12/31/2024 |
| Change in Control | No payment absent qualifying termination; no acceleration of equity on termination or change in control for awards received to date |
| Clawback | Company clawback policy (effective May 30, 2023) requires recovery of excess incentive-based pay for 3 completed fiscal years prior to any required restatement |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR index) | $118.17 | $87.11 | $341.62 |
| Net Income ($) | $15,211,000 | $37,382,000 | $15,503,000 |
| Adjusted EBITDA ($) | $27,763,000 | $34,983,000 | $17,594,000 |
Additional governance and shareholder feedback:
- 2023 say‑on‑pay was approved; next say‑on‑pay and frequency (“say‑when‑on‑pay”) votes will be held at the 2026 annual meeting .
- CEO-to-median employee pay ratio for 2024 was 77:1 (PEO total compensation $5,533,000; median employee $72,092) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; any exception requires pre‑clearance—mitigates alignment risks from collateralized positions or derivatives .
- Related party transactions exist with Apex Oil Company, Inc. (affiliated with director Paul A. Novelly II); transactions are governed by board policies and review procedures (see Related Persons policy and Note references) .
- No acceleration of equity upon termination or change-in-control for current CEO awards—limits windfalls but increases retention tether to vesting .
Compensation Structure Analysis
- Shift toward equity: 2024 CEO total compensation heavily equity‑weighted via a 750,000 RSU grant that vests over 5 years—raises long‑term alignment but concentrates realized pay on time-based vesting rather than explicit performance hurdles .
- Cash at risk but modest: 2024 cash bonus was reduced by the CEO (50% voluntary cut), and base salary remains moderate relative to equity grant size, signaling emphasis on equity-linked retention .
- Clawback and hedging restrictions: Company has a Dodd‑Frank–compliant clawback and robust trading restrictions, supporting pay-for-performance discipline and downside accountability .
Compensation Peer Group / TSR Peer Set
- For pay‑versus‑performance TSR comparisons, the company used a peer group including Archer-Daniels-Midland, 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, and Westlake .
Investment Implications
- Alignment and retention: The five‑year, ratable vesting of 750,000 RSUs creates strong retention hooks and aligns realized compensation with multi‑year service; absence of CoC acceleration further ties value realization to continued employment .
- Selling pressure and supply: Annual vesting tranches of 150,000 RSUs from 2025–2029 may create periodic supply overhang if shares are sold for diversification or tax, though insider trading policy requires pre‑clearance and imposes blackout periods .
- Governance safeguards: Prohibitions on hedging/pledging, presence of a clawback, and monitored ownership guidelines support shareholder‑friendly governance; related‑party transactions with Apex are disclosed and subject to board review .