Jeffrey H. Fox
About Jeffrey H. Fox
Jeffrey H. Fox is an independent Class III director of Westrock Coffee Company, age 63, serving since 2020; he is CEO of Circumference Group LLC and qualifies as an audit committee financial expert under SEC rules. He holds a B.A. in Economics from Duke University, and is nominated for re‑election with a term to expire at the 2028 annual meeting if elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endurance International Group Holdings, Inc. | President, CEO, Director | 2017–2021 | Led focused transformation of multi‑brand portfolio and sale to Clearlake Capital in 2021 |
| Convergys Corporation | CEO, then Chairman | 2010–2018 | Company acquired by SYNNEX in 2018 |
| Alltel Corporation | Multiple roles incl. COO | 1996–2009 | Senior operating leadership experience |
| Avis Budget Group, Inc. | Director | Jul 2013–May 2020 | Public company board experience |
| Blackhawk Network Holdings, Inc. | Director | Apr 2017–Oct 2017 | Payments/gift card sector exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Circumference Group LLC | Chief Executive Officer | Founded 2009–present | Investment firm leadership |
Board Governance
- Committee assignments: Audit & Finance Committee (member) and Executive Committee (member); not a committee chair .
- Audit & Finance Committee met 17 times in fiscal 2024; responsibilities include internal control oversight, financial reporting, auditor selection/independence, capital and debt structure recommendations; the Board determined Fox is an “audit committee financial expert” under SEC rules .
- Executive Committee has full authority between Board meetings; it did not meet during fiscal 2024 .
- Independence: Board determined Fox and other non‑employee directors are independent under Nasdaq rules; standing committees (other than Executive) are composed entirely of independent directors .
- Attendance: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings and all directors attended the 2024 annual meeting .
- Governance structure and policies: Separate Chair and CEO; Lead Independent Director (R. Brad Martin) and independent Vice Chair (Kenneth M. Parent); prohibition on hedging and unapproved pledging; phased declassification begins in 2026 with full declassification by 2028 .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director retainer |
| Committee chair fees | $0 | Not a chair; chair fees only for committee chairs |
| Meeting fees | $0 | Program disclosure does not include meeting fees; table shows only retainer/chair fees |
| Total cash | $60,000 | Sum of cash components |
| Equity retainer (RSUs, grant‑date fair value) | $89,492 | Vests on one‑year anniversary of grant |
| Total 2024 director compensation | $149,492 | Cash + equity values |
- Deferred compensation: Directors may elect to defer receipt of equity (but not cash) fees under the Company’s deferred compensation plan .
Performance Compensation
Director equity is time‑based RSUs; no performance‑based metrics are disclosed for director compensation. Annual director RSUs vest on the one‑year anniversary of the grant date .
| Grant | Units/Value | Vesting | Notes |
|---|---|---|---|
| 2024 director RSU award | 8,523 RSUs (unvested as of 12/31/24) | Vests June 6, 2025 | Annual equity retainer program; grant‑date fair value $89,492 |
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlock/Notes |
|---|---|---|---|
| Endurance International Group Holdings, Inc. | President, CEO, Director | 2017–2021 | Led transformation and sale to Clearlake Capital in 2021 |
| Convergys Corporation | CEO, then Chairman | 2010–2018 | Company acquired by SYNNEX; customer management domain |
| Avis Budget Group, Inc. | Director | 2013–2020 | Mobility sector exposure |
| Blackhawk Network Holdings, Inc. | Director | 2017 | Gift card/payments exposure |
- No related‑party transactions involving Fox are disclosed in the proxy; related‑party items involve Westrock Group and Ford family affiliates (not Fox) .
Expertise & Qualifications
- Audit committee financial expert; extensive finance, operations, and leadership experience across technology, customer management, telecom, and investment management .
- Public company board experience (Avis, Blackhawk); strategic planning and senior leadership capabilities as reflected in the Board skills matrix .
- Education: B.A. in Economics, Duke University .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 246,059 shares; less than 1% of total voting power |
| Breakdown | 6,368 common shares and 217,228 Series A Preferred held via F&F Group Invest 2020‑01 LLC, over which Fox may be deemed to have voting/investment control; plus 5,246 stock options exercisable or becoming exercisable within 60 days of April 7, 2025 |
| Pledging status | Company policy prohibits hedging and unapproved pledging; currently no directors hold pledged shares |
Governance Assessment
- Board effectiveness: Fox’s audit expertise and membership on a highly active Audit & Finance Committee (17 meetings in 2024) support robust financial oversight, capital structure scrutiny, and auditor independence—positive for investor confidence . Independence confirmed under Nasdaq rules; committees composed of independent directors .
- Alignment and incentives: Moderate equity retainer and beneficial ownership (albeit <1%) provide some alignment; director equity vests time‑based with no perquisites or post‑retirement benefits—shareholder‑friendly .
- Engagement: Board met 7 times; all directors met at least the 75% attendance threshold and attended the annual meeting, indicating satisfactory participation .
- Conflicts/related parties: No Fox‑specific related‑party transactions disclosed; his holdings via F&F Group Invest 2020‑01 LLC are small and do not affect independence as determined by the Board .
- Governance structure: Separate Chair/CEO, Lead Independent Director and independent Vice Chair roles; declassification of the Board by 2028 reduces entrenchment risk over time .
- RED FLAGS: None identified for Fox—no hedging/pledging, no delinquent Section 16 filings noted for him, and no related‑party transactions disclosed in the proxy .