Josie C. Natori
About Josie C. Natori
Josie C. Natori is an independent director of Westrock Coffee Company (WEST), serving since 2020. She is Founder and CEO of The Natori Company (since 1977) and previously became the first female Vice President of investment banking at Merrill Lynch following nine years on Wall Street; she is age 77, a Class II director with a term expiring in 2027, and serves on the Compensation Committee . The board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Natori Company | Founder & CEO | 1977–present | Global fashion lifestyle leadership |
| Merrill Lynch | Vice President, Investment Banking | Pre-1977 (nine years on Wall Street) | First female VP in investment banking; finance expertise |
| Westrock Coffee Company | Director (Independent) | 2020–present | Compensation Committee member; Class II term to 2027 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Asian Cultural Council | Board Member | Current | Non-profit board |
| Orchestra of St. Luke’s | Board Member | Current | Non-profit board |
| Statue of Liberty Ellis Island Foundation | Board Member | Current | Non-profit board |
| Alltel Corporation | Director | Prior | Prior public company directorship |
Board Governance
- Independence: Board determined Natori and nine other directors are independent; audit/finance, compensation, and nominating committees are composed of independent directors .
- Attendance and engagement: Board met seven times in 2024; all directors attended ≥75% of board/committee meetings and attended the 2024 annual meeting .
- Committee service: Compensation Committee member; the committee met five times in 2024; no compensation committee interlocks or insider participation disclosed .
- Board leadership: Separate Chair and CEO roles; Lead Independent Director (R. Brad Martin) and independent Vice Chair (Kenneth M. Parent) provide added oversight .
| Governance Metric | FY 2024 | Notes |
|---|---|---|
| Board meetings held | 7 | No unanimous written consents |
| Compensation Committee meetings | 5 | — |
| Director attendance threshold | ≥75% for all directors | Includes Natori |
| Annual meeting attendance | All directors attended | 2024 annual meeting |
| Independence status | Independent | Nasdaq standard |
Fixed Compensation
- Program: Non-employee directors receive $60,000 annual cash retainer; chair fees: Audit & Finance $20,000, Compensation $15,000, Nominating & Corporate Governance $15,000; annual equity retainer $90,000, vesting one year after grant; directors may defer equity (not cash) fees; reasonable expenses reimbursed .
- 2024 realized for Natori: $60,000 cash; $89,492 stock awards; total $149,492 .
| Component | Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer (program) | $60,000 | Paid in cash; chair adders per committee |
| 2024 Cash earned (Natori) | $60,000 | Includes retainer/meeting fees per program |
| Annual equity retainer (program) | $90,000 | RSUs; 1-year cliff vest from grant |
| 2024 Stock awards (Natori) | $89,492 | Grant-date fair value (ASC 718) |
| Total 2024 (Natori) | $149,492 | — |
Performance Compensation
- Director equity awards are time-based RSUs; no performance metrics are disclosed for director pay; RSUs vest on the one-year anniversary of grant .
| Equity Instrument | Grant/Units | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (program) | $90,000 annual | One-year vest from grant | None disclosed |
| Natori RSUs outstanding (12/31/2024) | 8,523 units | Vest on June 6, 2025, subject to continued service | None disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond WEST |
| Prior public company boards | Alltel Corporation (Director) |
| Committee interlocks | None; Compensation Committee interlocks/insider participation: none |
| Shared directorships with key holders | Not disclosed for Natori; board notes major holders and related-party policies separately |
Expertise & Qualifications
- Founder-CEO experience in global consumer brand building; senior leadership and brand marketing competencies implied by biography .
- Prior Wall Street investment banking leadership (first female VP in investment banking at Merrill Lynch) indicating finance and capital markets expertise .
- Public company board experience via prior Alltel directorship .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 22,463 | As of April 7, 2025 |
| Percentage of total voting power | <1% | “Less than one percent” |
| Options exercisable within 60 days | 5,246 | Footnote (10) |
| Unvested RSUs (12/31/2024) | 8,523 | Vest June 6, 2025 |
| Shares pledged | Prohibited absent approval; none disclosed for Natori | |
| Hedging policy | Company prohibits hedging and unapproved pledging |
Governance Assessment
- Strengths: Independent status; active Compensation Committee member; committee met five times in 2024; strong attendance and participation (≥75% threshold, attended annual meeting) . Alignment through equity retainer and RSUs; modest cash retainer; no director perquisites/post-retirement benefits per governance highlights .
- Potential conflicts: None disclosed related to Natori. Related-party transactions disclosed involve Ford family entities and major holders (convertible notes; aircraft usage), all reviewed under policy and Audit & Finance Committee oversight; no mention of Natori in related-party items .
- Red flags: None specific to Natori identified (no interlocks; Section 16(a) compliance indicated for directors except one late filing by Vice Chair, not Natori) .
- Board structure signals: Separate Chair/CEO, Lead Independent Director, independent Vice Chair, committee independence, and declassification timeline (2026–2028) support governance quality .