| | | | ||
| Joe T. Ford | | | Scott T. Ford | |
| Co-founder & Chairman | | | Co-founder & CEO | |
| Date and Time: Thursday, June 8 a.m. (Central Time) | | | Virtual Meeting Site: www.virtualshareholdermeeting.com/ | |
| | | | Who Can Vote: Stockholders of record of the Company’s shares of common stock and Series A Convertible Preferred Stock on the close of business on April | |
| 1. | | | To elect three Class | |
| 2. | | | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, | |
| We may also transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. | |
| Date and Time: Thursday, June 8 a.m. (Central Time) | | | Virtual Meeting Site: www.virtualshareholdermeeting.com/ | |
| | | | Who Can Vote: Stockholders of record of the Company’s shares of common stock and Series A Convertible Preferred Stock on the close of business on April | |
| Proposals | | | Board Recommendation | | |||
| 1. | | | Election of three directors | | | FOR each nominee | |
| 2. | | | Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accountant for the fiscal year ending December 31, | | | FOR | |
| Nominee | | | Age | | | Independent | | | Principal Occupation | | | Committee Memberships | |
| | | | | Yes | | | | | Audit & Finance, Compensation and Executive | | |||
| | | | | | | Chairman of | | | | ||||
| | | | | Yes | | | CEO of | | | |
| QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING | | | | | 1 | | |
| PROPOSAL NO. 1 – ELECTION OF DIRECTORS | | | | | 7 | | |
| CORPORATE GOVERNANCE | | | | | 15 | | |
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| EXECUTIVE OFFICERS OF THE COMPANY | | | | | | | |
| EXECUTIVE COMPENSATION | | | | | | | |
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| DIRECTOR COMPENSATION | | | | | | | |
| AUDIT & FINANCE COMMITTEE REPORT | | | | | | | |
| PROPOSAL NO. 2 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | | | | |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | | | | | | | |
| RELATIONSHIPS AND CERTAIN RELATED TRANSACTIONS | | | | | | | |
| DELINQUENT SECTION 16(A) REPORTS | | | | | 40 | | |
| STOCKHOLDER PROPOSALS FOR THE | | | | | 41 | | |
| OTHER MATTERS | | | | | 41 | | |
| | | go to the website www.proxyvote.com and follow the instructions at that website; | | |
| | | call 1-800-690-6903 and follow the instructions provided on the call; or | | |
| | | if you received a proxy card in the mail, complete, sign, date and mail the proxy card in the return envelope provided to you. | |
| Proposals | | | Required Approval | | | Abstentions | | | Broker Non-Votes | |
| 1. Election of Directors | | | Majority of Voting Stock present in person or represented by proxy and entitled to vote at the Annual Meeting | | | Vote Against | | | No Effect | |
| 2. Ratification of Auditors | | | Majority of Voting Stock present in person or represented by proxy and entitled to vote at the Annual Meeting | | | Vote Against | | | Not Applicable | |
| Nominee | | | Age | | | Independent | | | Principal Occupation | | | Committee Memberships | |
| | | | | Yes | | | | | Audit & Finance, Compensation and Executive | | |||
| | | | | | | Chairman of | | | | ||||
| | | | | Yes | | | CEO of | | | |
| | | | R. Patrick Kruczek has served as a director of Westrock since February 2020. Mr. Kruczek has served as Managing Director, Co-Manager and Principal of BBH Capital Partners since 2016, where he focuses on investment activities and providing post-investment oversight to portfolio companies, as well as day-to-day management. Prior to joining BBH in 2016, Mr. Kruczek spent 20 years at Morgan Keegan & Company, a full-service investment firm, where he served in various roles in investment banking and equity capital markets, as well as President and Chief Operating Officer and a member of the firm’s Executive Committee. He has also served on the board of directors of Utility Pipeline, Ltd since April 2017, Sunstar Insurance Group, LLC since June 2020, Tower Ventures, LLC since July 2020, GIFTED Healthcare since June 2021 and Synex Holdings since February 2022. Mr. Kruczek holds a B.B.A. in Accountancy from the University of Notre Dame and an MBA from University of Tennessee Knoxville. Mr. Kruczek qualifies as an audit committee financial expert under applicable SEC rules. We believe Mr. Kruczek is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance experience. | | |
| R. Patrick Kruczek Age: 59 Independent Director Class II (term expires 2024) Director since 2020 Committees: Audit & Finance Compensation Executive | | |
| | | | R. Brad Martin joined the board of directors of Westrock in 2022. Mr. Martin has served as Chairman of RBM Ventures, a private investment company, since 2007. Mr. Martin served as Chairman of Riverview Acquisition Corp.’s board of directors and Riverview Acquisition Corp.’s Chief Executive Officer. Mr. Martin is Vice Chairman of the Board of FedEx Corporation where he chairs its Audit and Finance Committee. Mr. Martin was Chairman and Chief Executive Officer of Saks Incorporated from 1989 – 2006 and Executive Chairman of Saks from 2006 until his retirement in 2007. He served as Non-Executive Chairman of the Board of Chesapeake Energy Corporation from October, 2015 to February, 2021. He has previously served as a director of lululemon athletica, Inc., where he served as its Lead Director, First Horizon National Corporation where he chaired its Executive Committee, Caesars Entertainment Corporation, Dillard’s Inc. where he chaired its Audit Committee, Gaylord Entertainment Company where he chaired its Audit Committee, and Ruby Tuesday, Inc. He is a former Interim President of the University of Memphis, a position he held from July, 2013 until May, 2014. Mr. Martin served five terms as a member of the Tennessee House of Representatives and holds the distinction of being the youngest person ever elected to the Tennessee legislature. He is involved in a number of civic and philanthropic activities and chairs the Martin Family Foundation. Mr. Martin graduated from the University of Memphis where he served as President of the student body and earned a Master’s in business administration from Owen Graduate School of Management at Vanderbilt University. We believe Mr. Martin is qualified to serve as a member of our board of directors because of his extensive business, finance and leadership experience. | | |
| R. Brad Martin Age: 72 Independent Director Lead Director Class II (term expires 2024) Director since 2022 Committees: Compensation (Chair) Executive (Chair) | | |
| | | | Josie C. Natori has served as a director of Westrock since 2020. Ms. Natori has served as the Founder and Chief Executive Officer of The Natori Company, a global fashion lifestyle company, since 1977. Prior to 1977, she spent 9 years on Wall Street and became the first female Vice President of investment banking at Merrill Lynch. Ms. Natori currently serves on the boards of the Asian Cultural Council, Orchestra of St. Luke’s and the Statute of Liberty Ellis Island Foundation. Previously, Ms. Natori served as a director of Alltel Corporation. We believe Ms. Natori is qualified to serve as a member of our board of directors because of her extensive business, finance and leadership experience. | | |
| Josie C. Natori Age: 76 Independent Director Class II (term expires 2024) Director since 2020 Committees: Compensation | | |
| | | | Joe T. Ford is a co-founder of Westrock and has served as Chairman of Westrock since 2009. Mr. Ford also co-founded Westrock Group, where he has served as Chairman since 2013, and Westrock Asset Management, LLC, a global alternative investment firm, where he has served as Chairman from 2009 to 2022. Previously, Mr. Ford served as President of Allied Telephone Company, a provider of wireless voice and data communications services, from 1977 to 1983, President and Chief Operating Officer of Alltel Corporation from 1983 to 1987, President and Chief Executive Officer of Alltel Corporation from 1987 to 1991, and Chief Executive Officer and Chairman of Alltel Corporation from 1991 to 2002. Previously, he has served on the board of directors of Dial Corporation, Duke Energy Company, Eltek Ltd., Beverly Enterprises Company, EnPro Industries, Inc. and Textron Inc. Mr. Ford holds a B.A. in Business Administration from the University of Arkansas. We believe Mr. Ford is qualified to serve as a member of our board of directors because of his extensive business, finance and leadership experience, including leadership of Westrock. In addition, Mr. Ford, through his affiliation with Westrock Group, has a substantial personal interest in the Company that aligns his interests with those of the Company’s stockholder base. | | |
| Joe T. Ford Age: Co-Founder and Chairman Class I (term expires Director since 2009 Committees: None | | |
| | | | Mark A. Edmunds joined the board of directors of Westrock in 2022. Mr. Edmunds served as an independent director of Riverview Acquisition Corp. Mr. Edmunds retired from Deloitte in 2019 as Partner and Vice Chairman. Now based in Austin, he is a leadership coach for executives around the world. During his 38-year tenure at Deloitte, Mr. Edmunds held several leadership roles within the firm, including US leader of Energy/Utilities, West Region Managing Partner, US Board of Directors and Chair of Global Committee. He has also led the Americas and Asia Pacific Oil and Gas sectors from San Francisco and Singapore respectively. Mr. Edmunds served as lead and advisory partner for a number of Deloitte’s strategic clients, including public and private companies in the U.S. Mr. Edmunds’ primary industry focus has been energy & utilities throughout his career, including a short sabbatical from the firm to serve the Independent Petroleum Association of America in Washington, D.C. Mr. Edmunds served on the Audit and Compensation Committees of Chesapeake Energy Corporation from August 2018 until February 2021. He participated in the Executive Committee of the California Chamber of Commerce from 2001 to 2007, and from 2006 to 2011 in the Executive Committee of the Bay Area Council. Mr. Edmunds graduated from The University of Texas at Austin with a Bachelor of Business Administration in Accounting and is a Certified Public Accountant and a member of the AICPA and the Texas CPA Society. Mr. Edmunds qualifies as an audit committee financial expert under applicable SEC rules. We believe Mr. Edmunds is qualified to serve as a member of our board of directors because of his extensive accounting, finance and leadership experience. | | |
| Mark A. Edmunds Age: Independent Director Class I (term expires Director since 2022 Committees: Audit & Finance (Chair) Executive | | |
| | | | Oluwatoyin Umesiri joined the board of directors of Westrock in 2022. Ms. Umesiri founded and has served as Chief Executive Officer of Nazaru LLC, a business services company that advances trade with Africa, since 2017. In 2022, Ms. Umesiri was appointed by the U.S. Secretary of Commerce to serve as a member on the Illinois District Export Council. Previously, Ms. Umesiri served in various portfolio management roles at Walmart Inc. from 2013 to 2017 and various senior analyst roles at Whirlpool Corporation from 2006 to 2012. Additionally, Ms. Umesiri served as Ambassador for Intra-African Trade Fair by appointment of the African Export-Import Bank (Afreximbank) and the African Union (AU). Ms. Umesiri holds a B.S. in Mathematical Sciences with a focus on Computer Science from the University of Agriculture, Abeokuta, Nigeria and a M.S. in Information Systems from Central Michigan University. Since 2006, as a Certified SAP Expert and Technologist, Ms. Umesiri has led the implementation of Global Supply Chain solutions and Enterprise Resource Planning (ERP) Systems in both Manufacturing and Retail Industries. We believe Ms. Umesiri is qualified to serve as a member of our board of directors because of her extensive business and leadership experience. | | |
| Oluwatoyin Umesiri Age: Independent Director Class I (term expires Director since 2022 Committees: Nominating & Corporate Governance |
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| | | | Scott T. Ford is a co-founder of Westrock and has served as Chief Executive Officer of Westrock since 2009. Mr. Ford also co-founded Westrock Group, an investment firm and holder of more than 5% of Westrock’s voting securities, where he has served as Chief Executive Officer since 2013, and Westrock Asset Management, LLC, a global alternative investment firm, where he served as Chief Executive Officer and Chief Investment Officer from 2014 to 2022 and as Chairman since 2022. Mr. Ford also serves as Chief Executive Officer of various subsidiaries of Westrock. Previously, Mr. Ford served as President and Chief Executive Officer of Alltel Corporation, a provider of wireless voice and data communication services, from 2002 to 2009. Prior to that, Mr. Ford served as President and Chief Operating Officer of Alltel Corporation from 1998 to 2002. He has served on the board of directors of AT&T Inc., a telecommunications company and provider of mobile telephone services, since 2012, and Agaciro Development Fund, the sovereign wealth fund for the Republic of Rwanda, since 2014, and Special Advisor to The Stephens Group, LLC, since 2017. He previously served as a director of Bear State Financial, Inc., a bank holding company, from 2011 to 2018 and a director of Tyson Foods, a company that operates in the food industry, from 2005 to 2007. Mr. Ford holds a B.S.B.A in Finance from the University of Arkansas. We believe Mr. Ford is qualified to serve as a member of our board of directors because of his extensive business, finance, sales and leadership experience, including leadership of Westrock. In addition, Mr. Ford, through his affiliation with Westrock Group, has a substantial personal interest in the Company that aligns his interests with those of the Company’s stockholder base. | | |
| Scott T. Ford Age: Co-Founder and CEO Class III (term expires 2025) Director since 2009 Committees: Executive | | |
| | | | Hugh McColl, III joined the board of directors of Westrock in 2022. Mr. McColl has served as Co-Managing Member of Collwick Capital LLC, a fund of funds, since 2010 and Managing Member of McColl Brothers Lockwood, a family investment office, since 2006. Mr. McColl has also served as a Senior Advisor of BBH Capital Partners, a holder of 5% or more of Westrock’s voting securities, since 2015. Mr. McColl has served on the boards of directors of Heritage Brands Inc. since 2019, MIRA Pharmaceuticals since 2021, Foro Holdings Inc. since 2022 and Telomir Pharmaceuticals since 2022. Mr. McColl holds a B.S.B.A. in Finance from the University of North Carolina and an MBA from the Darden School of Business. We believe Mr. McColl is qualified to serve as a member of our board of directors because of his extensive business and finance experience. | | |
| Hugh McColl, III Age: Independent Director Class III (term expires 2025) Director since 2022 Committees: Nominating & Corporate Governance (Chair) | | |
| | | | Jeffrey H. Fox has served as a director of Westrock since 2020. Mr. Fox founded Circumference Group LLC, an investment firm, in 2009 and currently serves as the Chief Executive Officer. From 2017 to 2021, Mr. Fox served as President, Chief Executive Officer and a director of Endurance International Group Holdings, Inc., a provider of cloud-based platform solutions, where he led the focused transformation of the Endurance multi-brand portfolio into a successful organic growth platform and the sale of the company to Clearlake Capital Group in 2021. Prior to joining Endurance, Mr. Fox served as Chief Executive Officer and then Chairman of the Board of Convergys Corporation, a customer management company, from 2010 through its acquisition by Synnex Corporation in 2018. Prior to Convergys, Mr. Fox held multiple positions at Alltel Corporation from 1996 to 2009, including Chief Operating Officer. Previously, Mr. Fox served on the board of directors of Avis Budget Group, Inc., a global provider of mobility solutions, from July 2013 to May 2020 and Blackhawk Network Holdings, Inc., a gift card and payments company, from April 2017 to October 2017. Mr. Fox holds a B.A. in Economics from Duke University. Mr. Fox qualifies as an audit committee financial expert under applicable SEC rules. We believe Mr. Fox is qualified to serve as a member of our board of directors because of his extensive finance, operations and leadership experience. | | |
| Jeffrey H. Fox Age: Independent Director Class III (term expires 2025) Director since 2020 Committees: Audit & Finance Executive | | |
| | | | Leslie Starr We believe Ms. | | |
| Leslie Starr Age: Independent Director Class III (term expires 2025) Director since 2022 Committees: Compensation Nominating & Corporate Governance | | |
| | Expertise/ Qualification | | | | J. Ford | | | | S. Ford | | | | Edmunds | | | | Umesiri | | | | Kruczek | | | | Martin | | | | Natori | | | | McColl | | | | Fox | | | | | | |||||
| | Industry Experience | | | | • | | | | • | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | |||||
| | Senior Leadership Experience | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | | | | | • | | | | • | | | ||||
| | Accounting/Finance | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | | | | | • | | | | • | | | | | | | ||||
| | Business Development & Strategy | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | ||||
| | Supply Chain | | | | | | | | | | | | | | | | • | | | | | | | | • | | | | | | | | | | | | | | | | • | | | ||||
| | International Experience | | | | • | | | | • | | | | • | | | | • | | | | | | | | • | | | | | | | | | | | • | | | | • | | | |||||
| | Corporate Governance | | | | • | | | | • | | | | • | | | | | | | | | | | | • | | | | | | | | • | | | | • | | | | • | | | ||||
| | Risk Management | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | | | | | | | | | • | | | | | | | ||||
| | Brand Marketing Experience | | | | | | | | | | | | | | | | | | | | | | | • | | | | • | | | | | | | | | | | | • | | | |||||
| | Public Company Board Experience | | | | • | | | | • | | | | • | | | | | | | | | | | | • | | | | • | | | | | | | | | | • | | | ||||||
| | Strategic Planning | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | | | • | | |
| | BOARD DIVERSITY MATRIX (AS OF APRIL 27, 2023) | | | | BOARD DIVERSITY MATRIX | | | ||||||||||||||||||||||||||||||||
| | Total Number of Directors | | | | | | | | | | | | 10 | | | | | | | | | | | | (As of April 25, 2024) | | | | (As of April 27, 2023) | | | ||||||||
| | | | | | Female | | | | Male | | | | Non-Binary | | | | Did Not Disclose Gender | | | | Total Number of Directors | | | | 10 | | | | 10 | | | ||||||||
| | Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | Female | | | | Male | | | | Female | | | | Male | | |
| | Directors | | | | 3 | | | | 7 | | | | - | | | | - | | | | Part I: Gender Identity | | | | | | | | | | | | | | | | | | |
| | Part II: Demographic Background | | | | | | | | | | | | | | | | - | | | | Directors | | | | 3 | | | | 7 | | | | 3 | | | | 7 | | |
| | African American or Black | | | | 1 | | | | - | | | | - | | | | - | | | | Part II: Demographic Background | | | | | | | | | | | | | | | | | | |
| | Alaskan Native or Native American | | | | - | | | | - | | | | - | | | | - | | | | African American or Black | | | | 1 | | | | - | | | | 1 | | | | - | | |
| | Asian | | | | 1 | | | | - | | | | - | | | | - | | | | Asian | | | | 1 | | | | - | | | | 1 | | | | - | | |
| | Hispanic or Latinx | | | | - | | | | - | | | | - | | | | - | | | | White | | | | 1 | | | | 7 | | | | 1 | | | | 7 | | |
| | Native Hawaiian or Pacific Islander | | | | - | | | | - | | | | - | | | | - | | | ||||||||||||||||||||
| | White | | | | 1 | | | | 7 | | | | - | | | | - | | | ||||||||||||||||||||
| | Two or More Races or Ethnicities | | | | - | | | | - | | | | - | | | | - | | | ||||||||||||||||||||
| | LGBTQ+ | | | | - | | | | - | | | | - | | | | - | | | ||||||||||||||||||||
| | Did Not Disclose Demographics Background | | | | - | | | | - | | | | - | | | | - | | |
| Audit & Finance Committee Mark A. Edmunds (chair) Jeffrey H. Fox R. Patrick Kruczek | | | The Audit & Finance Committee’s primary responsibilities include: overseeing management’s establishment and maintenance of adequate systems of internal accounting and financial controls; reviewing the effectiveness of our legal and regulatory compliance programs; overseeing our financial reporting process, including the filing of financial reports; and selecting independent auditors, evaluating their independence and performance and approving audit fees and services performed by them. In addition, the Audit & Finance Committee monitors all major financial matters pertaining to the Company, assists the board of directors in long-range financial planning, and makes recommendations regarding the Company’s capital and debt The Westrock board of directors has determined that Mark A. Edmunds, R. Patrick Kruczek and Jeffrey H. Fox are “audit committee financial experts” as defined by applicable SEC rules. | |
| Compensation Committee R. Brad Martin (chair) Leslie Starr R. Patrick Kruczek Josie C. Natori | | | The Compensation Committee’s responsibilities include: ensuring that our executive compensation programs are appropriately competitive, supporting organizational objectives and stockholder interests and emphasizing pay-for-performance linkage; evaluating and approving compensation and setting performance criteria for compensation programs for our CEO and other executive officers; evaluating the company’s culture and strategies relating to human capital management, including talent development, performance against talent and diversity goals, significant conduct issues, and related employee actions, and overseeing the implementation and administration of our compensation plans. The Compensation Committee met Compensation Committee Interlocks and Insider Participation None of our directors who serve as a member of our Compensation Committee is, or has at any time during the past year been, one of our officers or employees. None of our executive officers currently serve, or in the past year has served, as a member of the board of directors or Compensation Committee of any other entity that has one or more executive officers serving on our board of directors or Compensation Committee. | |
| Nominating & Corporate Governance Committee Hugh McColl, III (chair) Leslie Starr Oluwatoyin Umesiri | | | The Nominating & Corporate Governance Committee’s responsibilities include: recommending nominees for our board of directors and its committees; recommending the size and composition of our board of directors and its committees; reviewing our corporate governance guidelines and proposed amendments to our certificate of incorporation and bylaws; and reviewing and making recommendations to address stockholder proposals. The Nominating & Corporate Governance Committee met | |
| Executive Committee R. Brad Martin (chair) Mark A. Edmunds Scott T. Ford Jeffrey H. Fox R. Patrick Kruczek | | | The Executive Committee has the full power and authority to act on behalf of the board of directors during the intervals between scheduled meetings of the board of directors, subject to certain limitations. The Executive Committee | |
| | | | T. Christopher Pledger has served as the Chief Financial Officer of Westrock since January 2021 and President of Westrock Coffee International, LLC, a subsidiary of Westrock, since November 2017. In these roles, Mr. Pledger oversees all finance, accounting, and tax functions of Westrock worldwide, leads the sourcing, negotiating, structuring and execution of strategic acquisitions/investments across Westrock’s businesses, and manages the global expansion of Westrock’s trading and export operations. Previously, Mr. Pledger served as Chief Legal Officer and Head of Corporate Development of Westrock from February 2020 to January 2021, and as General Counsel of Westrock from October 2013 to February 2020. Mr. Pledger currently serves on the board of directors of Falcon Coffees Limited and Rwanda Trading Company, subsidiaries of Westrock. Mr. Pledger is also the general counsel of Westrock Group. Mr. Pledger has a B.A. in Economics from Centenary College of Louisiana and a Juris Doctorate from the Paul M. Hebert Law Center at Louisiana State University. | | |
| T. Christopher Pledger Age: Chief Financial Officer | | |
| | | | William A. Ford has served as Group President – Operations of Westrock Beverage Solutions, LLC (f/k/a Westrock Coffee Company, LLC) (“WBS”), a subsidiary of Westrock, since 2020. Since starting with Westrock in 2016, Mr. Ford has worked with several Westrock entities around the world focusing on multiple aspects of the coffee trade. Currently, Mr. Ford oversees production, operations, supply chain and distribution logistics for all of Westrock’s facilities within the Beverage Solutions segment. Mr. Ford also serves on the boards of the National Coffee Association (NCA) and the Greater Little Rock Chamber of Commerce. Mr. Ford holds a master’s degree in Coffee Economics and Science from Illy Universtatá del Caffé in Trieste, Italy. He received his B.A. in Communications from Baylor University in Waco, Texas. | | |
| William A. Ford Age: Group President – Operations of WBS | | |
| | | | Robert P. McKinney has served as Chief Legal Officer and Corporate Secretary of Westrock since January 2021. Previously, Mr. McKinney served as Senior Vice President and General Counsel of S. | | |
| Robert P. McKinney Age: Chief Legal Officer and Corporate Secretary | | |
| | | | Blake Schuhmacher has served as Chief Accounting Officer of Westrock since May 2021. Previously, Mr. Schuhmacher served as Chief Accounting Officer of Uniti Group Inc., a real estate investment trust, from October 2014 through May 2021. Prior to that, Mr. Schuhmacher served as Senior Manager – Financial Planning and Analysis at Wright Medical Technology, an orthopedic medical device company, from May 2012 through October 2014. Mr. Schuhmacher began his career in the assurance practice of PricewaterhouseCoopers LLP, and subsequently joined Ernst & Young LLP, where he served as Senior Manager, Assurance at the time of his departure in May 2012. Mr. Schuhmacher is a licensed CPA in the state of Tennessee and holds a B.A. in Business Administration and an M.S. in Accounting from Rhodes College. | | |
| Blake Schuhmacher Age: Chief Accounting Officer | | |
| Name and Principal Position | | | | Year | | | | Salary ($)(1) | | | | Bonus ($) | | | | Stock Awards ($)(2) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compensation ($)(3) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | | All Other Compensation ($)(4) | | | | Total ($) | | Name and Principal Position | | | | Year | | | | Salary ($)(1) | | | | Bonus ($) | | | | Stock Awards ($)(2) | | | | Option Awards ($) | | | | Non-Equity Incentive Plan Compensation ($)(3) | | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | | All Other Compensation ($)(4) | | | | Total ($) | |
| Scott T. Ford CEO and Co-Founder | | | | 2022 | | | | 1,161,539 | | | | - | | | | 2,302,000 | | | | - | | | | 234,000 | | | | - | | | | 14,152 | | | | 3,711,691 | | Scott T. Ford CEO and Co-Founder | | | | 2023 | | | | 1,200,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 11,550 | | | | 1,211,550 | |
| 2021 | | | | 1,000,000 | | | | 500,000 | | | | | | | | | | | | 423,000 | | | | | | | | 2,308 | | | | 1,925,308 | | | 2022 | | | | 1,161,539 | | | | - | | | | 2,302,000 | | | | - | | | | 234,000 | | | | - | | | | 14,152 | | | | 3,711,691 | | |||||||
| T. Christopher Pledger CFO | | | | 2022 | | | | 528,846 | | | | - | | | | 1,438,750 | | | | - | | | | 91,163 | | | | - | | | | 2,538 | | | | 2,061,297 | | T. Christopher Pledger CFO | | | | 2023 | | | | 578,269 | | | | - | | | | 1,532,324 | | | | - | | | | - | | | | - | | | | - | | | | 2,110,593 | |
| 2021 | | | | 437,077 | | | | 178,925 | | | | | | | | 63,875 | | | | 158,202 | | | | | | | | 3,820 | | | | 841,899 | | | 2022 | | | | 528,846 | | | | - | | | | 1,438,750 | | | | - | | | | 91,163 | | | | - | | | | 2,538 | | | | 2,061,297 | | |||||||
| William A. Ford Group President – Operations of WBS | | | | 2022 | | | ��� | 340,385 | | | | - | | | | 1,438,750 | | | | - | | | | 58,013 | | | | - | | | | 8,510 | | | | 1,845,658 | | William A. Ford Group President – Operations of WBS | | | | 2023 | | | | 378,269 | | | | - | | | | 1,606,042 | | | | - | | | | - | | | | - | | | | 10,907 | | | | 1,995,218 | |
| 2021 | | | | 284,615 | | | | 85,000 | | | | | | | | 25,550 | | | | 107,865 | | | | | | | | 5,587 | | | | 508,617 | | | 2022 | | | | 340,385 | | | | - | | | | 1,438,750 | | | | - | | | | 58,013 | | | | - | | | | 8,510 | | | | 1,845,658 | |
| Performance Level | | | Beverage Solutions Adjusted EBITDA Goals | | | Payout | |
| Minimum Threshold | | | $ | | | 50% of the product of the Personal Factor multiplied by the executive’s annual base salary | |
| Target Opportunity | | | $ | | | 100% of the product of the Personal Factor multiplied by the executive’s annual base salary | |
| Maximum Opportunity | | | $ | | | 150% of the product of the Personal Factor multiplied by the executive’s annual base salary | |
| | | | | Option Awards | | | | Stock Awards | | | | | | Option Awards | | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | | | | Grant Date | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | | | | Option Exercise Price ($) | | | | Option Expiration Date | | | | Share or Unit Grant Date | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | Name | | | | Grant Date | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | | | | Option Exercise Price ($) | | | | Option Expiration Date | | | | Share or Unit Grant Date | | | | Number of Shares or Units of Stock That Have Not Vested (#)(3) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | |
| Scott T. Ford | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8/29/22 | | | | 200,000(3) | | | | 2,672,000 | | Scott T. Ford | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8/29/22 | | | | 133,333 | | | | 1,361,330 | |
| T. Christopher Pledger | | | | 4/28/20 | | | | 45,902 | | | | 45,903 | | | | 91,805 | | | | 9.54 | | | | 4/28/30 | | | | 2/28/20 | | | | 118,758(4) | | | | 1,586,607 | | T. Christopher Pledger | | | | 4/28/20 | | | | 68,853 | | | | 22,952 | | | | 91,805 | | | | 9.54 | | | | 4/28/30 | | | | 8/29/22 | | | | 83,333 | | | | 850,830 | |
| 4/30/21 | | | | 9,836 | | | | 29,509 | | | | 39,345 | | | | 9.54 | | | | 4/30/31 | | | | 8/29/22 | | | | 125,000(3) | | | | 1,670,000 | | | 4/30/21 | | | | 19,672 | | | | 19,673 | | | | 39,345 | | | | 9.54 | | | | 4/30/31 | | | | 3/17/23 | | | | 128,875 | | | | 1,315,814 | | |||||||
| 7/30/21 | | | | 6,557 | | | | 19,673 | | | | 26,230 | | | | 9.54 | | | | 7/30/31 | | | | | | | | | | | | | | | 7/30/21 | | | | 13,115 | | | | 13,115 | | | | 26,230 | | | | 9.54 | | | | 7/30/31 | | | | | | | | | | | | | | |||||||
| William A. Ford | | | | 4/28/20 | | | | 65,575 | | | | 65,575 | | | | 131,150 | | | | 9.54 | | | | 4/28/30 | | | | 8/29/22 | | | | 125,000(3) | | | | 1,670,000 | | William A. Ford | | | | 4/28/20 | | | | 98,362 | | | | 32,788 | | | | 131,150 | | | | 9.54 | | | | 4/28/30 | | | | 8/29/22 | | | | 83,333 | | | | 850,830 | |
| 7/30/21 | | | | 6,557 | | | | 19,673 | | | | 26,230 | | | | 9.54 | | | | 7/30/31 | | | | | | | | | | | | | | | 7/30/21 | | | | 13,115 | | | | 13,115 | | | | 26,230 | | | | 9.54 | | | | 7/30/31 | | | | 3/17/23 | | | | 135,075 | | | | 1,379,116 | |
| Name | | | | Fees Earned or Paid in Cash ($)(1) | | | | Stock Awards ($)(2) | | | | All Other Compensation ($) | | | | Total ($) | | Name | | | | Fees Earned or Paid in Cash ($)(1) | | | | Stock Awards ($)(2) | | | | All Other Compensation ($) | | | | Total ($) | | ||||||||||||||||||||||||
| Mark A. Edmunds | | | | | | 40,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 143,590 | | | Mark A. Edmunds | | | | | | 80,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 168,251 | | |
| Joe T. Ford | | | | | | 30,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 133,590 | | | Joe T. Ford | | | | | | 60,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 148,251 | | |
| Jeffrey H. Fox | | | | | | 80,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 183,590 | | | Jeffrey H. Fox | | | | | | 60,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 148,251 | | |
| Leslie Starr Keating | | | | | | 30,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 133,590 | | | Leslie Starr | | | | | | 60,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 148,251 | | |
| R. Patrick Kruczek | | | | | | 30,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 133,590 | | | R. Patrick Kruczek | | | | | | 60,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 148,251 | | |
| R. Brad Martin | | | | | | 37,500 | | | | | | | 103,590 | | | | | | | - | | | | | | | 141,090 | | | R. Brad Martin | | | | | | 75,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 163,251 | | |
| Hugh McColl, III | | | | | | 37,500 | | | | | | | 103,590 | | | | | | | - | | | | | | | 141,090 | | | Hugh McColl, III | | | | | | 75,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 163,251 | | |
| Josie C. Natori | | | | | | 80,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 183,590 | | | Josie C. Natori | | | | | | 60,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 148,251 | | |
| Oluwatoyin Umesiri | | | | | | 30,000 | | | | | | | 103,590 | | | | | | | - | | | | | | | 133,590 | | | Oluwatoyin Umesiri | | | | | | 60,000 | | | | | | | 88,251 | | | | | | | — | | | | | | | 148,251 | | |
| | | 2022 | | 2021 | | | | 2023 | | 2022 | | ||||
| Audit Fees(a) | | $3,175,027 | | $2,732,616 | | Audit Fees(a) | | $3,651,478 | | $4,596,627 | | ||||
| Audit-Related Fees(b) | | 1,421,600 | | - | | Audit-Related Fees | | - | | - | | ||||
| Tax Fees(c) | | 30,000 | | - | | Tax Fees(b) | | 15,932 | | 30,000 | | ||||
| All Other Fees(d) | | 1,900 | | 1,900 | | All Other Fees(c) | | 2,000 | | 1,900 | | ||||
| Total | | $4,628,527 | | $2,734,516 | | Total | | $3,669,410 | | $4,628,527 | |
| Name and Address of Beneficial Owner | | Number of Shares of the Company’s Common Stock Beneficially Owned(1) | | Percentage of Total Voting Power(1) | | Name and Address of Beneficial Owner | | Number of Shares of the Company’s Common Stock Beneficially Owned(1) | | Percentage of Total Voting Power(1) | | ||||||||||
| Officers and Directors | | | | | | | | | Officers and Directors | | | | | | | | | ||||
| Scott T. Ford(2) | | 23,202,104 | | | | 23.4% | | | Scott T. Ford(2) | | 23,243,957 | | | | 20.8% | | | ||||
| T. Christopher Pledger(3) | | 243,833 | | | | * | | | T. Christopher Pledger(3) | | 317,592 | | | | * | | | ||||
| William A. Ford(4) | | 190,293 | | | | * | | | William A. Ford(4) | | 307,512 | | | | * | | | ||||
| Robert P. McKinney(5) | | 26,229 | | | | * | | | Robert P. McKinney(5) | | 50,813 | | | | * | | | ||||
| Blake Schuhmacher(6) | | 18,115 | | | | * | | | Blake Schuhmacher(6) | | 35,511 | | | | * | | | ||||
| Joe T. Ford(7) | | 3,816,676 | | | | 3.9% | | | Joe T. Ford(7) | | 3,982,681 | | | | 3.6% | | | ||||
| R. Patrick Kruczek(8) | | - | | | | * | | | R. Patrick Kruczek(8) | | 9,000 | | | | * | | | ||||
| Hugh McColl, III | | - | | | | * | | | Hugh McColl, III | | 9,000 | | | | * | | | ||||
| R. Brad Martin(9) | | 13,909,000 | | | | 14.1% | | | R. Brad Martin(9) | | 5,149,962 | | | | 4.6% | | | ||||
| Mark A. Edmunds | | 25,000 | | | | * | | | Mark A. Edmunds | | 148,926 | | | | * | | | ||||
| Josie C. Natori(10) | | 3,934 | | | | * | | | Josie C. Natori(10) | | 14,246 | | | | * | | | ||||
| Leslie Starr Keating | | 30,000 | | | | * | | | Leslie Starr | | 153,926 | | | | * | | | ||||
| Oluwatoyin Umesiri | | - | | | | * | | | Oluwatoyin Umesiri | | 9,000 | | | | * | | | ||||
| Jeffrey H. Fox(11) | | 227,530 | | | | * | | | Jeffrey H. Fox(11) | | 237,842 | | | | * | | | ||||
| All current directors and executive officers as a group (14 individuals) | | 41,692,713 | | | | 42.1% | | | All current directors and executive officers as a group (14 individuals) | | 33,669,968 | | | | 30.1% | | | ||||
| 5% Holders | | | | | | | | | 5% Holders | | | | | | | | | ||||
| Westrock Group, LLC(12) | | 23,163,104 | | | | 23.4% | | | Westrock Group, LLC(12) | | 23,163,104 | | | | 20.7% | | | ||||
| Brown Brothers Harriman & Co.(13) | | 19,311,757 | | | | 19.5% | | | Brown Brothers Harriman & Co.(13) | | 21,188,445 | | | | 18.9% | | | ||||
| The Stephens Group, LLC(14) | | 8,561,063 | | | | 8.7% | | | The Stephens Group, LLC(14) | | 8,292,697 | | | | 7.4% | | | ||||
| Sowell Westrock, L.P.(15) | | 6,038,505 | | | | 6.1% | | | Sowell Westrock, L.P.(15) | | 6,028,505 | | | | 5.4% | | | ||||
| HF Direct Investments Pool, LLC(16) | | 8,008,000 | | | | 8.1% | | | HF Direct Investments Pool, LLC(16) | | 13,008,000 | | | | 11.6% | | | ||||
| Southeastern Asset Management, Inc.(17) | | 6,793,784 | | | | 6.9% | | | Southeastern Asset Management, Inc.(17) | | 5,506,996 | | | | 4.9% | | | ||||
| R. Brad Martin and entities affiliated with R. Brad Martin(18) | | 13,909,000 | | | | 14.1% | | |