Mark A. Edmunds
About Mark A. Edmunds
Independent director at Westrock Coffee Company (WEST) since 2022; age 68; Audit & Finance Committee Chair and Executive Committee member. Retired Deloitte Partner and Vice Chairman (38-year tenure, retired 2019), now a leadership coach; CPA with a BBA in Accounting from The University of Texas at Austin; qualifies as an “audit committee financial expert.” Board determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Partner; Vice Chairman; US Energy/Utilities leader; West Region Managing Partner; US Board; Chair of Global Committee; sector lead in Americas and APAC | 38 years; retired 2019 | Led strategic client engagements; global sector leadership (San Francisco, Singapore) |
| Chesapeake Energy Corporation | Independent Director | Aug 2018 – Feb 2021 | Audit Committee member; Compensation Committee member |
| Riverview Acquisition Corp. | Independent Director | Not disclosed | Board service prior to WEST business combination |
| California Chamber of Commerce | Executive Committee participant | 2001 – 2007 | State-level business policy engagement |
| Bay Area Council | Executive Committee participant | 2006 – 2011 | Regional civic and business policy engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AICPA; Texas CPA Society | Member (CPA) | Ongoing | Professional credentials |
| Leadership Coaching | Executive coach | Current | Based in Austin; global client base |
Board Governance
- Committee assignments: Audit & Finance (Chair); Executive Committee member. Audit & Finance primary responsibilities include financial reporting oversight, auditor selection/independence, internal controls, and capital/debt structure; met 17 times in fiscal 2024. Executive Committee empowered to act between board meetings.
- Independence: Board determined Edmunds is independent; also meets SEC/Nasdaq independence standards for Audit & Finance.
- Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% of board and committee meetings and attended the 2024 annual meeting of stockholders. Audit & Finance met 17 times; Compensation met 5; Nominating & Corporate Governance met 3.
- Board leadership: Separate Chair (Joe T. Ford) and CEO roles; Lead Independent Director (R. Brad Martin); independent Vice Chairman (Kenneth M. Parent) provides added oversight of agendas and information flow. Declassification begins 2026; fully declassified by 2028.
- Governance practices: Prohibits hedging and unapproved pledging; currently no insider pledging. Annual board and committee self-evaluations. Executive sessions of non-management directors occur periodically.
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director cash retainer |
| Committee chair fee (Audit & Finance) | $20,000 | Chair cash fee |
| Cash fees subtotal | $80,000 | Edmunds FY2024 cash fees earned |
| Annual equity retainer (RSUs grant-date fair value) | $89,492 | RSUs vest after one year |
| Total | $169,492 | Cash + equity for FY2024 |
- Program features: Non-employee directors receive $60,000 cash retainer and $90,000 annual equity retainer; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $15,000; Vice Chairman receives $260,000 annual equity grant. Equity awards vest on one-year anniversary; directors may defer equity but not cash.
Performance Compensation
- No director performance-based compensation disclosed (no options/PSUs or bonus metrics for directors; equity retainer is time-based RSUs).
Other Directorships & Interlocks
| Company | Current/Prior | Role | Committee Positions |
|---|---|---|---|
| Chesapeake Energy Corporation | Prior | Independent Director | Audit; Compensation (Aug 2018 – Feb 2021) |
| Riverview Acquisition Corp. | Prior | Independent Director | Not disclosed |
- No disclosed shared directorships creating competitive interlocks tied to WEST’s customers/suppliers.
Expertise & Qualifications
- CPA; audit committee financial expert under SEC rules; deep accounting/finance oversight experience.
- Energy and utilities sector expertise; international leadership experience across Americas/APAC; senior leadership and risk management capabilities.
- Governance and strategy experience through executive committees and board service.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 87,386 shares | <1% voting power |
| Unvested RSUs (as of 12/31/2024) | 8,523 units | Vest on June 6, 2025, subject to continued service |
| Shares pledged as collateral | 0 | Company states no insider pledging currently |
- Hedging prohibited by policy; pledging generally prohibited except limited non-margin exceptions requiring financial demonstration.
Governance Assessment
- Strengths: Independent Audit & Finance Chair with audit committee financial expert designation; heavy committee engagement (17 Audit meetings in 2024); robust controls around auditor independence and related-party pre-approvals; prohibition of hedging/pledging; regular executive sessions; separation of Chair/CEO with Lead Independent Director and independent Vice Chairman providing added oversight.
- Alignment: Meaningful director equity retainer and personal share ownership; standard cash retainer and chair fee structure; RSUs align with shareholder outcomes via equity exposure (time-based vesting).
- Conflicts oversight: As Audit & Finance Chair, Edmunds oversees related-party transactions. 2024 convertible notes purchased by significant insiders were unanimously authorized and approved by the Audit & Finance Committee per policy; aircraft usage and family employment disclosed and subject to committee review processes. No personal related-party transactions disclosed for Edmunds.
- RED FLAGS: Concentrated insider ownership and family relationships (Ford family) elevate conflict risk; mitigated by formal related-party policy and audit committee pre-approval. No insider pledging and no director perquisites; EGC status means no say-on-pay advisory votes to gauge shareholder sentiment.