Terrell Crews
About Terrell K. Crews
Terrell K. Crews, age 69, is an independent director of Smurfit Westrock (SW) since 2024. He is the Audit Committee Chair and a designated audit committee financial expert, with prior roles including Executive Vice President & Chief Financial Officer at Monsanto (2000–2009) and CEO of Monsanto’s vegetable business (2008–2009), bringing deep corporate finance, M&A integration, and large-scale operating experience to SW’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monsanto Company | Executive Vice President & Chief Financial Officer | 2000–2009 | Oversaw corporate finance, reporting, capital allocation; led financing for M&A and integrations (seed companies) |
| Monsanto Company (Vegetable Business) | Chief Executive Officer | 2008–2009 | Led business operations; integration experience |
| WestRock Company | Director (prior to SW combination) | Not disclosed | Former WestRock director before SW formation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Archer Daniels Midland Company (ADM) | Director | Not disclosed | Not disclosed |
- Interlock note: SW director Suzan F. Harrison also serves on ADM’s board (ADM and Ashland), creating a shared external board linkage with Crews .
Board Governance
- Independence: The Board affirmed Terrell K. Crews is independent under NYSE standards; Audit, Compensation, Nomination committees are fully independent .
- Committee assignments: Audit (Chair; financial expert), Finance (Member), Executive (Member) .
- Committee activity (Jul 5–Dec 31, 2024): Audit 6 meetings; Finance 3; Executive 0 .
- Attendance: Due to a family bereavement, Crews departed before July meetings; otherwise, he would have exceeded 75% attendance for Board and committee meetings in 2H 2024 .
- Audit oversight scope: Financial statements integrity, auditor independence (KPMG), internal audit performance, disclosure controls and ICFR, legal/regulatory compliance, and risk (including IT/cyber) .
- Executive sessions of independent directors are held regularly, chaired by independent Board Chair .
Fixed Compensation
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Director fee schedule (annualized, post-combination): | Component | Amount | |---|---| | Annual Cash Retainer | $120,000 | | Audit Committee Chair | $25,000 | | Annual Stock Grant (non-executive directors) | $175,000 |
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2024 (Jul–Dec) compensation actually earned: | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:| | Terrell K. Crews | 70,514 | — | 26,157 | 96,671 |
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All Other Compensation breakdown (2024): travel/meals/facility/corporate gifts $13,295; tax planning services $590; Irish benefit-in-kind taxes paid $12,272 .
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Equity grants context: August 2, 2024 RSUs (2,094 per director; 3,291 to Chair) were granted only to former Smurfit Kappa directors; former WestRock directors had 2024 grants made by WestRock that vested at combination; Crews did not receive SW RSUs in 2024 and had no unvested RSUs at year-end .
Performance Compensation
| Component | Metric(s) | Weighting | Notes |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | SW’s 2024 director compensation comprised cash retainers/committee fees and time-based RSUs for certain directors; no performance-based director pay or options disclosed . |
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| Archer Daniels Midland Company | Current | Crews serves on ADM’s board |
| Hormel Foods Corporation | Prior (within 5 years) | Listed among prior public boards |
| WestRock Company | Prior | Former director prior to SW combination |
- Interlock: Suzan F. Harrison (SW director) also serves on ADM’s board, creating shared governance exposure at ADM .
Expertise & Qualifications
- Audit/financial expertise: Designated audit committee financial expert; meets SEC/NYSE/Irish Companies Act requirements .
- Corporate finance and M&A: Led capital allocation, financing, and integration of acquired seed companies at Monsanto .
- Large-scale operations: Senior leadership at a company of significant scale (Monsanto) .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Unvested RSUs (#) | Options |
|---|---|---|---|---|
| Terrell K. Crews | 50,004 | <1% | — | None disclosed; SW did not grant stock options in 2024 |
- Ownership policy: Non-executive directors must hold shares equal to 5x the annual cash base retainer; until met, must retain 50% of post-tax shares from vesting/settlement; as of end-2024, all non-employee directors were either compliant or subject to the holding policy .
- Hedging/pledging: Broadly prohibited by Insider Trading Policy (including derivatives, margin purchases, pledging, short-selling) .
Governance Assessment
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Strengths:
- Independent Audit Chair with formal “financial expert” designation enhances financial reporting and risk oversight; Audit Committee active (6 meetings in 2H24) .
- No related-party transactions >$120,000 since the start of 2024, reducing conflict risk .
- Prohibition on hedging/pledging supports alignment; robust director ownership guidelines (5x retainer) .
- Board and key committees fully independent; regular executive sessions; documented board evaluations conducted in 2H24 .
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Watch items / potential red flags:
- Attendance: Missed July meetings due to family emergency; although reasonable, attendance <75% in 2H24 on a technical basis (board notes he would otherwise exceed) .
- Interlocks: Shared ADM board seats (Crews and Harrison) may require careful monitoring for information flow and perceived conflicts, though no related party transactions are disclosed .
- 2024 SW equity awards: Crews received no SW RSUs in 2H24 (former WestRock directors had 2024 awards pre-combination); alignment via direct share ownership (50,004 shares) and ownership policy remains important to track prospectively .