Ron Kruszewski

About Ronald J. Kruszewski

Ronald J. Kruszewski, age 66, has served as an independent director of FutureFuel Corp. since July 2022. He is Chairman of the Board and Chief Executive Officer of Stifel Financial Corp. (CEO since 1997; Chairman since 2001) and has held prominent industry leadership roles including current Chairman of the American Securities Association (ASA) and board member of SIFMA; he previously served on the Federal Advisory Council of the St. Louis Federal Reserve (2014–2019) and is a Trustee of Saint Louis University and the U.S. Ski & Snowboard Team Foundation .

Past Roles

External Roles

Board Governance

• Election/class/tenure: Standing for re‑election as Class A director for a term expiring in 2028; director since 2022 .
• Independence: Board determined he is independent; if elected, he will continue to qualify under SEC/NYSE rules .
• Committee memberships: Not listed as a member of the Audit, Compensation, or Nominating/Corporate Governance Committees in 2024; no chair roles disclosed .
• Attendance: Board held 4 formal meetings in 2024; all directors attended at least 75% of meetings; no directors attended the 2024 annual shareholder meeting (potential engagement concern) .
• Lead Independent Director: None designated; board remains majority independent .
• Executive sessions: Independent directors meet without management before/after board meetings as needed .

Fixed Compensation

• 2024 Director Compensation Policy: Annual stipend $50,000; Chair fees $25,000 (Board), $20,000 (Audit), $10,000 (other committees); per‑meeting fees: $5,000 (Board), $2,500 (Committee) .
• Revised Director Compensation effective April 1, 2025:
  • Annual retainer $47,500; additional annual retainers: $30,000 (Board Chair), $15,000 (Audit Chair), $10,000 (Comp Chair), $7,500 (other committee chair); no Board per‑meeting fees; Committee per‑meeting fee $2,500 .
  • Annual equity grant: 5,000 shares of common stock, 2024 grant made on December 5, 2024; thereafter on annual meeting date .

Performance Compensation

• Performance metrics tied to director compensation: None disclosed; historically, awards were discretionary and not contingent on specified performance goals; plan permits performance‑vested awards, but Company notes it had not made such awards through 2023, and director equity in 2024 is a fixed share grant .

Other Directorships & Interlocks

• Notable board interlocks exist among other FF directors with World Point Terminals, Inc., but none disclosed for Mr. Kruszewski .

Expertise & Qualifications

• Extensive managerial and leadership experience in financial services; deep understanding of public company operations and strategy .
• Recognized civic and industry leadership; governance and stakeholder engagement through trusteeships and association boards .
• Board rationale: His experience adds significant value to FF’s board and company .

Equity Ownership

• Ownership note: “*” denotes less than 1% per proxy disclosure; none of the shares indicated as pledged; sole voting/investment power unless noted .

Governance Assessment

• Independence and structure: Independent director; majority‑independent board; no lead independent director (neutral); independent directors hold executive sessions (positive) .
• Committee engagement: Not on Audit/Comp/Nominating committees; limits direct influence over key oversight areas (neutral/monitor) .
• Attendance: Met minimum expectation (≥75% at board/committee meetings); absence of all directors at 2024 annual meeting is a potential engagement red flag; encourage tracking 2025 attendance and shareholder meeting participation .
• Alignment via ownership/comp: Beneficial ownership of 115,000 shares plus 10,000 options supports alignment; anti‑hedging/anti‑pledging policies strengthen alignment; director pay structure revised to emphasize retainer plus fixed equity (5,000 shares) and remove Board meeting fees, reducing potential meeting‑driven incentives (mixed: improved simplicity, less variable pay) .
• Conflicts/related parties: No related‑party transactions disclosed involving Mr. Kruszewski; FF’s policy requires disinterested board approval of significant related‑party transactions; ongoing transactions with Apex Oil were approved under policy (unrelated to Mr. Kruszewski) .

RED FLAGS

• No director attendance at 2024 annual meeting (engagement optics) .
• Immediate‑vesting appointment options may reduce long‑term retention incentives compared to performance‑based equity; monitor future use of performance‑vested awards for directors (Company has not historically used performance‑vested awards) .

Signals to investors

• Stability and external network breadth from a sitting Chairman/CEO in financial services may enhance strategic oversight and capital markets perspective .
• Revised 2025 director pay structure standardizes equity grants and reduces Board per‑meeting payments, potentially aligning incentives more with long‑term stewardship .

Notes and References

• Director slate and ages, classes, terms: .
• Biography and external roles: .
• Independence determination and governance practices: .
• Meeting counts and attendance: .
• Director compensation (2024) and policy changes (2025): .
• Equity awards and option details: .
• Beneficial ownership: .
• Related‑party transaction policy and disclosures: .
• Say‑on‑pay cadence: 2023 approved; next in 2026 .