Hugh McColl, III
About Hugh McColl, III
Independent director of Westrock Coffee Company since 2022; age 64; serves as Chair of the Nominating & Corporate Governance Committee. Background includes co-managing Collwick Capital LLC (fund of funds) since 2010, managing McColl Brothers Lockwood (family investment office) since 2006, and Senior Advisor to BBH Capital Partners since 2015. Education: B.S.B.A. in Finance (University of North Carolina) and MBA (Darden School of Business) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McColl Brothers Lockwood | Managing Member | Since 2006 | Family investment office oversight |
| Collwick Capital LLC | Co-Managing Member | Since 2010 | Fund-of-funds co-lead |
| BBH Capital Partners | Senior Advisor | Since 2015 | Advisor to investor owning ≥5% of WEST voting securities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Brands Inc. | Director | 2019–2025 | Not disclosed |
| Telomir Pharmaceuticals | Director | 2022–2024 | Not disclosed |
| MIRA Pharmaceuticals | Director | Since 2021 (as of 2024 proxy) | Not disclosed |
| Foro Holdings Inc. | Director | Since 2022 (as of 2024 proxy) | Not disclosed |
Note: 2025 proxy updates list only Heritage Brands (through 2025) and Telomir (through 2024); 2024 proxy listed MIRA and Foro as contemporaneous roles .
Board Governance
- Independence: Board determined Hugh McColl, III is independent under Nasdaq listing rules; he chairs the Nominating & Corporate Governance Committee .
- Committee assignments: Nominating & Corporate Governance (Chair). Nominating & Corporate Governance met 3 times in fiscal 2024 .
- Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Designation rights and appointment: Initially appointed August 26, 2022 as designee of BBH Investors under the Amended and Restated Investor Rights Agreement. The agreement provides BBH Investors director designation rights contingent on ownership thresholds; designated directors must satisfy Nasdaq independence standards .
- Executive sessions: Non-management directors meet periodically in executive session; sessions of independent directors are held when applicable .
- Board composition: 9 of 11 directors independent; separate Chair and CEO; Lead Independent Director in place; Vice Chair appointed November 5, 2024 to enhance independent oversight .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non-employee director cash retainer |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Additional annual cash fee for committee chairs |
| Annual equity retainer | $90,000 | RSUs vest on one-year anniversary of grant date |
| 2024 actual cash paid (McColl) | $75,000 | Retainer + chair fee |
| 2024 stock awards (McColl) | $89,492 | Grant-date fair value of RSUs |
| Total 2024 compensation (McColl) | $164,492 | Sum of cash and stock awards |
| Deferred compensation | Equity fees may be deferred (not cash) | Company deferred compensation plan available to directors |
Performance Compensation
- No performance-based director compensation disclosed; director equity grants are time-based RSUs.
| Performance Metric | Weighting | Target | Measurement | Payout |
|---|---|---|---|---|
| None disclosed for directors | N/A | N/A | N/A | N/A |
Other Directorships & Interlocks
| Relationship | Details | Governance Note |
|---|---|---|
| BBH Capital Partners | McColl is Senior Advisor; BBH Investors are ≥5% holder and have director designation rights; McColl appointed as BBH designee | Potential perceived conflict due to investor affiliation; Board determined independence; designated directors must meet Nasdaq independence |
| Heritage Brands Inc. | Director 2019–2025 | External board experience |
| Telomir Pharmaceuticals | Director 2022–2024 | External board experience |
| MIRA Pharmaceuticals; Foro Holdings Inc. | Listed in 2024 proxy as active roles | Confirm current status as of 2025 not reiterated |
Expertise & Qualifications
- Finance and investment expertise through leadership of investment offices (McColl Brothers Lockwood, Collwick Capital) and advisory role at BBH Capital Partners .
- Education: BSBA Finance (UNC) and MBA (Darden) .
- Board qualifications matrix lists corporate governance, accounting/finance, strategy and public company board experience among board skills; McColl appears within these skill categories in the matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Total Voting Power | Unvested RSUs at 12/31/2024 | Notes |
|---|---|---|---|---|
| Hugh McColl, III | 17,217 | * | 8,523 | RSUs vest June 6, 2025, subject to continued service; “*” indicates <1% voting power |
- Hedging and pledging: Company prohibits hedging and unapproved pledging; currently no executive officer, director, director nominee or immediate family members hold pledged shares .
Governance Assessment
- Board effectiveness: Positive indicators include independent chairing of Nominating & Corporate Governance by McColl, board declassification plan by 2028, strong independent oversight via Lead Director and Vice Chair roles, and robust Audit & Finance Committee activity (17 meetings in 2024) .
- Independence and potential conflicts: McColl is independent per Nasdaq rules, but is a BBH Investors designee and a Senior Advisor to BBH Capital Partners, a ≥5% holder. This creates a perceived conflict/interlock; mitigating factors include formal independence determination and requirement that designated directors meet Nasdaq independence standards .
- Alignment: Direct beneficial ownership is modest (17,217 shares, <1%); however, annual director equity retainer and unvested RSUs (8,523 vesting in June 2025) provide at least baseline equity alignment. Company prohibits hedging/pledging, which supports alignment .
- Attendance and engagement: Board-wide attendance thresholds met; Nominating & Corporate Governance met 3 times in 2024; McColl chairs this committee, indicating active governance engagement .
- Director pay practices: Mix is reasonable for an EGC—$60k cash retainer + $90k equity retainer; chair fee adds $15k. No performance-based director awards; equity vests time-based. Directors can defer equity fees, which may signal long-term orientation. No options or perquisites disclosed for directors .
- Shareholder rights and oversight: Investor Rights Agreement gives significant designation rights to investor groups (including BBH); amendment in Nov 2024 set board size at 11 with process constraints. These rights can affect board composition dynamics; Nominating & Corporate Governance retains responsibility for reviewing qualifications and independence .
- Section 16 compliance: No delinquencies disclosed for McColl; one late filing noted for Kenneth M. Parent in Dec 2024 .
RED FLAGS
- Investor interlock: McColl’s Senior Advisor role at BBH Capital Partners and BBH designation to the WEST board could create perceived conflicts of interest in matters affecting BBH or investor rights; requires continued vigilance and robust recusal practices when appropriate .
- Concentrated shareholder influence: Investor Rights Agreement grants board designation and size control to several investor groups, potentially constraining board independence over composition decisions .
Positives
- Confirmed independence under Nasdaq despite investor affiliation; strong committee leadership and attendance record; prohibitions on hedging/pledging; declassification of board underway; independent leadership structure (Lead Director, Vice Chair) .