Joe T. Ford
About Joe T. Ford
Joe T. Ford, age 87, is Co‑Founder and non‑executive Chairman of Westrock Coffee Company and has served on the Board since 2009. He holds a B.A. in Business Administration from the University of Arkansas and previously led Allied Telephone and Alltel Corporation in successive CEO/Chairman roles, bringing deep telecom operating, finance, and board leadership experience to WEST . He is the father of CEO Scott T. Ford and grandfather of COO William A. Ford, underscoring a multi‑generational family presence in management and governance at WEST .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allied Telephone Company | President | 1977–1983 | Led pre‑Alltel operations; predecessor entity to Alltel |
| Alltel Corporation | President & COO | 1983–1987 | Operational leadership during growth phase |
| Alltel Corporation | President & CEO | 1987–1991 | Strategic and financial leadership |
| Alltel Corporation | CEO & Chairman | 1991–2002 | Oversaw corporate strategy and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westrock Group, LLC | Chairman | Since 2013 | Largest shareholder; governance influence via investor rights |
| Westrock Asset Management, LLC | Chairman | 2009–2022 | Oversight of investment activities |
| Dial Corporation | Director | Not disclosed | Prior public board experience |
| Duke Energy Company | Director | Not disclosed | Prior public board experience |
| Eltek Ltd. | Director | Not disclosed | Prior public board experience |
| Beverly Enterprises Company | Director | Not disclosed | Prior public board experience |
| EnPro Industries, Inc. | Director | Not disclosed | Prior public board experience |
| Textron Inc. | Director | Not disclosed | Prior public board experience |
Board Governance
- Role: Non‑executive Chairman; not independent under Nasdaq rules (Board lists 9 of 11 independent directors and does not include Joe T. Ford in that group) .
- Committee assignments: None (not on Audit & Finance, Compensation, Nominating & Corporate Governance, or Executive Committee) .
- Attendance: Board met 7 times in 2024; all directors attended the 2024 annual meeting and at least 75% of board and committee meetings during their service .
- Leadership structure: Separate Chair and CEO; Lead Independent Director (R. Brad Martin) and independent Vice Chairman (Kenneth M. Parent) provide additional oversight layers .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director cash retainer for 2024 |
| Committee chair fees | $0 | Not a committee chair; chair fees are $20k (Audit), $15k (Comp), $15k (N&G) when applicable |
| Meeting fees | Included | Included within “Fees Earned” for all directors |
| Annual equity retainer (RSUs) | $89,492 | Standard annual equity ($90k nominal) vests one year after grant |
| Unvested RSUs outstanding | 8,523 units | Unvested RSUs scheduled to vest June 6, 2025, subject to continued service |
Performance Compensation
- No director performance‑based pay disclosed. Annual director equity grants are time‑based RSUs vesting after one year; no revenue/EBITDA/TSR metrics are tied to director compensation .
Other Directorships & Interlocks
- Investor designation rights: WCC Investors (including affiliates of Joe and Scott Ford) hold director designation rights under the Amended & Restated Investor Rights Agreement; this can influence board composition and dynamics .
- Family relationships: Father of CEO Scott T. Ford; grandfather of COO William A. Ford and other Ford family members employed at WEST (compensated in 2024), raising independence and related‑party oversight considerations .
Expertise & Qualifications
- Executive leadership: Decades of CEO/Chairman experience at Alltel and Allied Telephone, with strategic, finance, and operations depth .
- Governance experience: Prior service on multiple public company boards; chairmanship at Westrock Group .
- Industry experience: Telecom and diversified corporate governance; relevant to capital markets, risk oversight, and stakeholder alignment in a consumer/industrial beverage context .
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 4,124,198 | 3.5% of total voting power (as‑converted basis) |
| Direct holdings | 257,922 | Common shares held directly |
| Trust holdings | 584,300 | Various trusts where he may exercise voting/investment control |
| Wooster Capital, LLC | 3,281,976 | Entity over which he may exercise voting/investment control |
| Pledged shares | 0 | Company states no director currently has pledged shares; hedging and margin/pledging generally prohibited (limited exception policy) |
Related‑Party Exposure and Transactions
- Convertible notes: On Feb 15, 2024, WEST issued $72M 5.00% senior unsecured convertible notes due 2029; purchasers included Wooster Capital, LLC (affiliate of Chairman Joe T. Ford) for $5.0M. Approved unanimously by the Audit & Finance Committee under the Related Party Transactions Policy .
- Aircraft usage: WEST reimbursed Westrock Group (largest shareholder; affiliate of CEO Scott T. Ford) ~$0.8M in 2024 for aircraft use at cost; $0.1M for health insurance/telephone reimbursements .
- Family employment: Sam T. Ford (Chief Trade & Risk Officer) compensation $842,750 in 2024; Joseph S. Ford (VP Technical Sales) compensation $187,089, reflecting significant family involvement in management .
- Policy & oversight: Material related‑party transactions require prior approval by independent Audit & Finance Committee members per policy .
Director Compensation Structure Analysis
- Mix and trend: 2024 director pay was weighted toward fixed retainer plus time‑based RSUs; no meeting‑by‑meeting fees disclosed beyond retainer aggregation .
- Pay‑for‑performance: No performance metrics or PSU awards for directors disclosed; RSUs vest on a service schedule .
- Shareholder‑unfriendly provisions: No tax gross‑ups for executives; company explicitly prohibits hedging and generally pledging (with limited exceptions requiring demonstrated ability to repay) .
- Say‑on‑pay: As an emerging growth company, WEST is exempt from say‑on‑pay and say‑on‑frequency votes at present .
Governance Assessment
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Independence: Not independent; serves as non‑executive Chairman, with family in CEO and COO roles and equity influence via Wooster Capital and affiliation with Westrock Group. This concentration heightens potential conflicts and underscores the importance of robust independent oversight mechanisms .
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Oversight mitigants: Separate Chair/CEO, established Lead Independent Director and independent Vice Chairman roles; independent committees with clear charters; regular executive sessions; annual self‑evaluations; hedging/pledging prohibitions .
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Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% and the annual meeting, signaling baseline engagement .
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RED FLAGS:
- Related‑party financings: Participation by Wooster Capital (affiliate of Chairman) in $5M of 2029 convertible notes; requires ongoing scrutiny of fairness and conflicts management .
- Family involvement in management and compensation: Multi‑generational Ford family roles and pay could create perceived or actual conflicts; needs continued Audit & Finance Committee oversight .
- Largest shareholder ties: Westrock Group (affiliated with CEO; Chairman holds a 34% interest via Wooster Capital) exerts substantial influence; investor rights include board designation powers .
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Alignment:
- Material personal stake: 4.124M shares (3.5% voting power) aligns Chairman’s incentives with equity value creation .
- Director equity retainer and unvested RSUs (8,523 units vesting June 6, 2025) provide additional ownership linkage .
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Committee integrity: Compensation Committee comprised of independent directors; no compensation committee interlocks; consultant engagement reviewed for independence (KPMG engaged but services not used in 2024) .
Overall, Joe T. Ford brings substantial operating and governance experience with strong ownership alignment, balanced against concentrated family and related‑party ties that warrant vigilant independent oversight and clear adherence to conflict policies.