DEF 14A of Westrock Coffee Co, Apr 23, 2026

DEF 14A of Westrock Coffee Co

Filed Apr 23, 2026 · FY20250001104659-26-047289

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table contains information about our candidates who have been nominated for election to the board of directors of Westrock. Each nominee is currently a director of Westrock.

  2. Director Nominees

    | Nominee | Age | Independent | Principal Occupation | Committee Memberships | | Mark A. Edmunds | 69 | Yes | Executive Leadership Coach & former Partner & Vice Chairman, Deloitte | Audit & Finance (Chair); Executive | | Joe T. Ford | 88 | No | Chairman of the Board | - | | Kenneth M. Parent | 67 | Yes | Former CEO of Pilot Flying J | Audit & Finance; Compensation (Chair); Executive (Chair) | | Oluwatoyin Umesiri | 43 | Yes | CEO of Nazaru LLC | Nominating & Corporate Governance |

  3. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS There are currently ten directors serving on the board of directors. Our certificate of incorporation provides for a classified board of directors divided into three classes serving staggered three-year terms that will be phased out by 2028. The terms of the four current Class I directors, Joe T. Ford, Kenneth M. Parent, Mark A. Edmunds and Oluwatoyin Umesiri, each of whom was elected at the 2023 annual meeting of stockholders, expire at the 2026 Annual Meeting. Upon the recommendation of the Nominating & Corporate Governance Committee, the board of directors has nominated each of Mr. Ford, Mr. Parent, Mr. Edmunds and Ms. Umesiri to stand for election as a director at the 2026 Annual Meeting and, if elected, to serve until the 2027 annual meeting of stockholders and until such director’s successors are elected and qualified or until such director’s earlier death, resignation or removal. Pursuant to the Amended and Restated Investor Rights Agreement, which is described in greater detail below in the section titled “Corporate Governance – Board Size and Composition”, the applicable Investor Parties (as defined in the section titled “Corporate Governance – Investor Rights Agreement”) designated Mr. Ford and Mr. Edmunds for election to the board of directors. Based on a recommendation from the Nominating & Corporate Governance Committee, the board of directors appointed Mr. Parent to the board of directors on November 4, 2024. Prior to his appointment, Mr. Parent was recommended to the Nominating & Corporate Governance Committee as a potential board candidate by a non-management director.

  4. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    | Nominee | Age | Independent | Principal Occupation | Committee Memberships | | Mark A. Edmunds | 69 | Yes | Executive Leadership Coach & former Partner & Vice Chairman, Deloitte | Audit & Finance (Chair); Executive | | Joe T. Ford | 88 | No | Chairman of the Board | - | | Kenneth M. Parent | 67 | Yes | Former CEO of Pilot Flying J | Audit & Finance; Compensation (Chair); Executive (Chair) | | Oluwatoyin Umesiri | 43 | Yes | CEO of Nazaru LLC | Nominating & Corporate Governance |

  5. Board Recommendation

    Board Recommendation The board of directors unanimously recommends that stockholders vote “FOR” each of the nominees listed below. Holders of proxies solicited by this Proxy Statement will vote the proxies they receive as directed on the proxy card, or, if no direction is made, for the election of the board of directors’ four nominees. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote for a nominee designated by the present board of directors to fill the vacancy or, in the event no such designation is made, proxies will be voted for a lesser number of nominees. Set forth below is biographical information discussed in more detail for each nominee (and our other continuing directors), including age, a brief listing of principal occupations for at least the past five years, other major affiliations, and the specific experience, qualifications, attributes and skills that qualify each candidate to serve on the board of directors.

  6. Nominees for Director with Terms Expiring in 2027 (Class I Directors)

    Nominees for Director with Terms Expiring in 2027 (Class I Directors)

  7. Nominees for Director with Terms Expiring in 2027 (Class I Directors)

    | | 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: 88 Co-Founder and Chairman Class I (term expires 2026) Director since 2009 Committees: None | |

  8. Nominees for Director with Terms Expiring in 2027 (Class I Directors)

    | | 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, and the US Board of Directors. 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. Mr. Edmunds’ primary industry focus was 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. Mr. Edmunds has also served as an independent board member of B&P Littleford (a Waypoint Capital Partners portfolio company) since 2024. He participated in the Executive Committee of the California Chamber of Commerce and 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: 69 Independent Director Class I (term expires 2026) Director since 2022 Committees: Audit & Finance (Chair) Executive | |

  9. Nominees for Director with Terms Expiring in 2027 (Class I Directors)

    | | Kenneth M. Parent joined the board of directors of Westrock in 2024. Mr. Parent served as special advisor to the chairman and chief executive officer of Pilot Flying J, the largest travel center operator in North America from January 2021 to February 2023. From 2014 to December 31, 2020, Mr. Parent served as president of Pilot Flying J. In this role, he oversaw all company functions, including human resources, technology, finance, real estate and construction. Mr. Parent also led strategic initiatives on behalf of Pilot Flying J. Prior to becoming president, he served as executive vice president, chief operating officer of Pilot Flying J from 2013 to 2014. Prior to that, Mr. Parent served as Pilot Flying J’s senior vice president of operations, marketing and human resources from 2001 to 2013 where he managed store and restaurant operations, marketing, sales, transportation and supply and distribution. Mr. Parent also serves on the board of BJ’s Wholesale Club, where he chairs its Compensation Committee, and Hollywood Feed. Mr. Parent holds a Master of Business Administration and a bachelor’s degree in marketing from San Diego State University. We believe Mr. Parent is qualified to serve as a member of our board of directors because of his extensive business, leadership and finance experience. | | Kenneth M. Parent Age: 67 Vice Chairman Independent Director Lead Director Class I (term expires 2026) Director since 2024 Committees: Audit & Finance Compensation (Chair) Executive (Chair) | |

  10. Nominees for Director with Terms Expiring in 2027 (Class I Directors)

    | | 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: 43 Independent Director Class I (term expires 2026) Director since 2022 Committees: Nominating & Corporate Governance | |

  11. Information About Our Other Continuing Directors (Class II & III Directors)

    Information About Our Other Continuing Directors (Class II & III Directors)

  12. Information About Our Other Continuing Directors (Class II & III Directors)

    | | 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 Agaciro Development Fund, the sovereign wealth fund for the Republic of Rwanda, since 2014, Special Advisor to The Stephens Group, LLC, since 2017, and the Board of Trustees of the University of Arkansas, since 2024. He previously served as a director of AT&T Inc., a telecommunications company and provider of mobile telephone services from 2012 to 2025, 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: 63 Co-Founder and CEO Class III (term expires 2028) Director since 2009 Committees: Executive | |

  13. Information About Our Other Continuing Directors (Class II & III Directors)

    | | 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. Mr. Fox has also served on the board of directors and chairs the Compensation Committee of Resources Connection, Inc. since 2025. 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. Mr. Fox has served on the board of directors of PENN Entertainment, Inc. since February 2026. 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: 64 Independent Director Class III (term expires 2028) Director since 2020 Committees: Audit & Finance Executive | |

  14. Information About Our Other Continuing Directors (Class II & III Directors)

    | | 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 served on the boards of directors of Heritage Brands Inc. from 2019 to 2025 and Telomir Pharmaceuticals from 2022 to 2024. 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: 65 Independent Director Class III (term expires 2028) Director since 2022 Committees: Nominating & Corporate Governance (Chair) | |

  15. Information About Our Other Continuing Directors (Class II & III Directors)

    | | Leslie Starr joined the board of directors of Westrock in 2022. Ms. Starr served as an independent director of Riverview Acquisition Corp. Ms. Starr has 35 years of leadership experience in the consumer products industry. Ms. Starr is currently serving as an Operating Advisor for Clayton, Dubilier & Rice, having served as EVP Supply Strategy and Transformation for Advance Auto Parts from March 2017 until her retirement in December 2018. Prior to joining Advance, Ms. Starr was with PepsiCo for over 31 years and served as the SVP PepsiCo Supply Chain from 2008 until her retirement in 2017 with responsibility for Frito Lay’s North American Supply Chain. Previous to her role as SVP Supply Chain, Ms. Starr served as SVP of Commercialization and Supply Chain. Before joining PepsiCo Ms. Starr started her career with Procter and Gamble. Ms. Starr has advised boards in compliance, organizational effectiveness and governance, and she has served on the board of directors of SunOpta, Inc. since July 2019 (currently serving as chairman of the board and as a member of the Audit Committee and Corporate Governance Committee). She served on the board of directors of Chesapeake Energy Corporation from September 2017 to February 2021. Ms. Starr earned her bachelors in science in Mechanical Engineering from Virginia Tech and her master’s in business administration from Georgia State University. We believe Ms. Starr is qualified to serve as a member of our board of directors because of her extensive operational and leadership experience. | | Leslie Starr Age: 65 Independent Director Class III (term expires 2028) Director since 2022 Committees: Compensation Nominating & Corporate Governance | |

  16. Information About Our Other Continuing Directors (Class II & III Directors)

    | | 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 Tower Ventures, LLC since 2021, GIFTED Healthcare since 2021, Synex Holdings from 2022 to 2025 and Grote Corporation since 2025. 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: 61 Independent Director Class II (term expires 2027) Director since 2020 Committees: Audit & Finance Compensation Executive | |

  17. Information About Our Other Continuing Directors (Class II & III Directors)

    | | A. Wellford Tabor has served as a director of Westrock since April 2026. Mr. Tabor currently serves as Head of Direct Investments and a Managing Director with HF Capital. From 2009 to 2021, Mr. Tabor was the Founder and Managing Partner of Keeneland Capital. Prior to founding Keeneland Capital in 2009, Mr. Tabor spent fifteen years in the private equity industry, with The Beacon Group and as a Partner with Wachovia Capital Partners. He began his business career in the investment banking division of Morgan Stanley & Co. Mr. Tabor is the Chairman of Richmond National Group Inc. and a Director of several privately held companies. Previously, Mr. Tabor served on the Boards of Concho Resources (NYSE: CXO); James River Specialty (NASDAQ: JRVR); and Vantage South Bank (NYSE: VSB). Mr. Tabor earned a BA in History from the University of Virginia and his MBA from Stanford University. We believe Mr. Tabor is qualified to serve as a member of our board of directors because of his extensive business and finance experience. | | A. Wellford Tabor Age: 57 Independent Director Class II (term expires 2027) Director since 2026 Committees: Audit & Finance | |

  18. Identification of Director Nominees

    Identification of Director Nominees Notwithstanding the director designation rights set forth in the Amended and Restated Investor Rights Agreement, as amended, the Nominating & Corporate Governance Committee is responsible for reviewing the qualifications and independence of the members of the board and its various committees on a periodic basis as well as the composition of the board of directors as a whole. This assessment will include members’ qualifications as to independence, as required by Nasdaq, as well as consideration of diversity, age, skills and experience in the context of the needs of the board of directors. Nominees for directorship will be recommended to the board of directors by the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee actively seeks diverse and qualified individuals to become directors for recommendation to the board of directors. While the Nominating & Corporate Governance Committee does not have a formal policy on diversity with regards to the consideration of director nominees, the Nominating & Corporate Governance Committee considers diversity in its selection of nominees and proactively seeks diverse director candidates to ensure a representation of varied perspectives and experience in the boardroom. The Nominating & Corporate Governance Committee will consider director candidates recommended by stockholders. To qualify for such consideration, stockholder recommendations must be submitted to the Nominating & Corporate Governance Committee at the address provided above in the section of this Proxy Statement titled “Questions and Answers about Our Annual Meeting” and received by the Company’s Secretary no later than 120 calendar days prior to the first anniversary of the mailing date of the proxy statement for the preceding year’s annual meeting. In accordance with the Corporate Governance Guidelines, the Nominating & Corporate Governance Committee evaluates stockholder recommendations in the same manner as it evaluates director candidates recommended by other sources.

  19. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION The Summary Compensation Table below quantifies the value of the different forms of compensation earned by or awarded to the named executive officers (“NEOs”) for fiscal years 2025 and, as applicable, 2024. The primary elements of each NEO’s total compensation reported in the table are base salary, an annual bonus, and long-term equity incentives. The NEOs also received the other benefits listed in the “All Other Compensation” column of the Summary Compensation Table, as further described in footnote 4 to the table. The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow. The Outstanding Equity Awards at Fiscal Year-End table provides further information on the NEOs’ potential realizable value and actual value realized with respect to their equity awards. As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are permitted to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. Accordingly, we have not included in this section a compensation discussion and analysis of our executive compensation programs or tabular compensation information other than the Summary Compensation Table and the Outstanding Equity Awards at Fiscal Year-End Table below. In addition, for so long as we are an emerging growth company, we will not be required to submit certain executive compensation matters to our stockholders for advisory votes, such as “say-on-pay” and “say-on-frequency” votes.

  20. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation awarded to, earned by or paid to Westrock’s named executive officers (“NEOs”) in fiscal years 2025 and, as applicable, 2024.

  21. Summary Compensation Table

    | 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 | 2025 | 1,200,000 | - | 1,164,978 | - | 1,327,027 | - | 13,408 | 3,705,413 | | | 2024 | 1,200,000 | - | 1,943,318 | - | - | - | 12,075 | 3,155,393 | | T. Christopher Pledger CFO and CAO | 2025 | 675,000 | - | 728,111 | - | 799,200 | - | 12,600 | 2,214,911 | | | 2024 | 602,308 | - | 1,214,573 | - | - | - | - | 1,816,881 | | Sam T. Ford Chief Trade & Risk Officer | 2025 | 425,000 | 775,000 | 291,242 | - | 503,200 | - | - | 1,994,442 |

  22. Summary Compensation Table

    (1) Represents base salaries earned by the NEOs in the years presented. (2) These amounts reflect the grant date fair value of performance-based restricted stock unit awards. We calculated the amounts in accordance with FASB ASC Topic 718. The assumptions used in the calculation of the amounts shown are included in Note 16 to our audited consolidated financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amount reported for each PBRSU grant is based on the probable outcome of the underlying performance conditions, measured as of the grant date. The grant date value for the PBRSU awards at the highest level of performance for each executive is Mr. Scott T. Ford $1,414,979, Mr. Pledger $884,361 and Mr. Sam T. Ford $353,743. Represents performance-based annual incentive cash bonuses earned by the NEOs in the years presented. The amounts reflected in this column represent the sum of all other compensation received by the NEOs and are comprised of 401(k) matching contributions paid to the NEOs.

  23. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows information regarding outstanding awards held by the individuals named below as of December 31, 2025.

  24. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price ($) | Option Expiration Date | Share or Unit Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | | Scott T. Ford | | | | | | 3/15/24 | 151,822 | 617,916 | | | | | | | | | | 4/1/25 | | | 202,429 | 823,886 | | T. Christopher Pledger | 4/22/20 | 91,805 | 91,805 | 9.54 | 4/22/30 | 3/17/23 | 42,958 | 174,839 | | | | | 4/30/21 | 39,345 | 39,345 | 9.54 | 4/30/31 | 3/15/24 | 94,888 | 386,194 | | | | | 7/30/21 | 26,230 | 26,230 | 9.54 | 7/30/31 | 4/1/25 | | | 126,518 | 514,928 | | Sam T. Ford | 4/22/20 | 65,575 | 65,575 | 9.54 | 4/22/30 | 3/17/23 | 22,881 | 93,126 | | | | | 7/30/21 | 26,230 | 26,230 | 9.54 | 7/30/31 | 3/15/24 | 37,955 | 154,477 | | | | | | | | | | 4/1/25 | | | 50,607 | 205,970 |

  25. Outstanding Equity Awards at Fiscal Year-End

    (1) Represents performance-based option awards granted on April 22, 2020, April 30, 2021 and July 30, 2021. The options will vest if the simple average of the daily volume weighted average price per share of common stock for 10 trading days in any consecutive 30-day period equals $18.50 per share, provided that the recipient is either still working for Westrock on the date of such realization event or that the performance goals are achieved within one year following a qualified termination of the recipient’s employment. (2) The March 17, 2023 award represents restricted stock units that will vest in three equal installments on each anniversary of the grant date, subject to the executive’s continued service. The March 15, 2024 award represents restricted stock units that will vest in four installments on each anniversary of the grant date, subject to the executive’s continued service. (3) This value was determined by multiplying the number of unvested restricted stock units by the closing price of our common stock as reported on Nasdaq on December 31, 2025, which was $4.07. (4) The April 1, 2025 awards represent PBRSUs that will vest (i) 50% based on the achievement of a 30-day volume-weighted average share price of $11.50 and (ii) 50% based on the achievement of certain Total Net Leverage Ratio targets (as further described in the section above titled “Long-Term Equity Incentive Compensation”).

  26. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our board of directors has adopted a non-employee director compensation program, which provides each non-employee director with an annual cash retainer of $60,000 and an annual equity retainer of $90,000 that vests on the one-year anniversary of the equity grant date. In addition, the chair of each of the Audit & Finance Committee, Compensation Committee, and Nominating & Corporate Governance Committee receive an additional annual cash fee of $20,000, $15,000, and $15,000, respectively. In setting compensation for the members of the board of directors, the board of directors considered the significant time commitment and the skills and experience level necessary for directors to fulfill their duties. Directors are also reimbursed for reasonable expenses incurred in the performance of their duties as members of the board of directors and any of its committees. The Company maintains a deferred compensation plan under which the directors may elect to defer receipt of their equity (but not cash) fees. To compensate the Vice Chairman for the additional duties he performs, the board of directors approved annual equity grants of $260,000 to the Vice Chairman, each vesting on the one-year anniversary of its grant date, for each of the first three years of his service. The 2025 grant to the Vice Chairman represents the second of the three approved equity grants. The following table shows the compensation earned by or paid to our non-employee directors during 2025:

  27. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Mark A. Edmunds | 80,000 | 84,179 | - | 164,179 | | Joe T. Ford | 60,000 | 84,179 | - | 144,179 | | Jeffrey H. Fox | 60,000 | 84,179 | - | 144,179 | | R. Patrick Kruczek | 60,000 | 84,179 | - | 144,179 | | R. Brad Martin | 75,000 | 84,179 | - | 159,179 | | Hugh McColl, III | 75,000 | 84,179 | - | 159,179 | | Josie C. Natori | 60,000 | 84,179 | - | 144,179 | | Kenneth M. Parent | 60,000 | 327,375 | - | 387,375 | | Leslie Starr | 60,000 | 84,179 | - | 144,179 | | Oluwatoyin Umesiri | 60,000 | 84,179 | - | 144,179 |

  28. DIRECTOR COMPENSATION

    (1) Represents each director’s annual retainer, chair fees and meeting fees for fiscal 2025, paid in cash. All stock award amounts in the table above reflect the aggregate fair value on the grant date based on the closing per share price of the Company’s common stock on the date of grant of the restricted stock units, computed in accordance with FASB ASC Topic 718. With the exception of Mr. Parent, at December 31, 2025, each of the non-employee directors serving on the board of directors held 12,471 unvested restricted stock units that will vest on June 6, 2026 subject to such director’s continued service on the board of directors through the vesting date. At December 31, 2025 Mr. Parent held 48,500 unvested restricted stock units that will vest on June 6, 2026 subject to his continued service on the board of directors through the vesting date.