R. Brad Martin
About R. Brad Martin
R. Brad Martin (age 73) is an independent director and Lead Director of Westrock Coffee Company, serving since 2022 and currently chairing both the Compensation Committee and the Executive Committee . He is Vice Chairman of FedEx Corporation and chairs its Audit & Finance Committee; previously he was Chairman and CEO of Saks Incorporated (1989–2006), Executive Chairman (2006–2007), and Non‑Executive Chairman of Chesapeake Energy (2015–2021) . He earned a bachelor’s degree from the University of Memphis and an MBA from Vanderbilt’s Owen Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saks Incorporated | Chairman & CEO; Executive Chairman | 1989–2006; 2006–2007 | Led transformation and governance through executive roles |
| Chesapeake Energy Corporation | Non-Executive Chairman | Oct 2015–Feb 2021 | Board leadership, governance oversight |
| University of Memphis | Interim President | Jul 2013–May 2014 | Institutional leadership |
| lululemon athletica, Inc. | Director; Lead Director | Not disclosed | Board leadership |
| First Horizon National Corporation | Director; Executive Committee Chair | Not disclosed | Chaired Executive Committee |
| Caesars Entertainment Corporation | Director | Not disclosed | Board oversight |
| Dillard’s Inc. | Director; Audit Committee Chair | Not disclosed | Chaired Audit Committee |
| Gaylord Entertainment Company | Director; Audit Committee Chair | Not disclosed | Chaired Audit Committee |
| Ruby Tuesday, Inc. | Director | Not disclosed | Board oversight |
External Roles
| Company | Role | Current/Prior | Committee Positions |
|---|---|---|---|
| FedEx Corporation | Vice Chairman | Current | Audit & Finance Committee Chair |
| RBM Ventures | Chairman | Current | Private investment leadership |
| Riverview Acquisition Corp. (SPAC) | Chairman & CEO | Prior | Sponsored de‑SPAC combination with Westrock |
Board Governance
- Independent status: Board determined Martin is “independent” under Nasdaq rules .
- Board leadership: Separate Chair (Joe T. Ford) and CEO (Scott T. Ford), with Martin as independent Lead Director; Vice Chair role added (Kenneth M. Parent) to further independent oversight .
- Committee assignments: Compensation (Chair), Executive (Chair); not on Audit & Finance or Nominating in 2024/2025 .
- Attendance: All directors attended at least 75% of board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Lead Director presides over independent director executive sessions .
- Governance policies: Prohibit hedging and unapproved pledging of company securities .
Board and Committee Activity
| Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 8 | 7 |
| Compensation Committee meetings | 4 | 5 |
| Executive Committee meetings | 0 | 0 |
Fixed Compensation
Program and 2024/2023 Compensation Mix
- Program: Annual cash retainer $60,000; annual equity retainer $90,000 (RSUs vest in 1 year); Committee chair fees—Compensation chair $15,000; Audit chair $20,000; Nominating chair $15,000; directors may defer equity fees .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Cash fees | 75,000 | 75,000 |
| Stock awards (grant-date fair value) | 88,251 | 89,492 |
| Total | 163,251 | 164,492 |
| Unvested director RSUs at year-end | 8,217 units vesting 8/14/2024 | 8,523 units vesting 6/6/2025 |
Performance Compensation
Compensation Committee oversight of executive pay-for-performance program
- 2024 Annual Incentive metrics: 80% Combined Segment Adjusted EBITDA; 20% individual goals; actual 2024 Combined Segment Adjusted EBITDA $60.0m (below threshold)—no payouts; committee used discretion to pay zero despite evaluating individual metrics .
- Metric definitions: Segment Adjusted EBITDA excludes equity-based compensation and specified non-recurring items; Combined = Beverage Solutions + Sustainability Sourcing & Traceability .
- 2025 shift: Compensation Committee (chaired by Martin) approved performance-based long-term equity awards for executives—50% based on sustained share price targets, 50% on leverage ratios; retention cash and time-based equity granted to certain employees (NEO grants to be disclosed next proxy) .
2024 and 2023 Executive Annual Incentive Targets
| Metric | 2023 | 2024 |
|---|---|---|
| Threshold | $53.0m Adjusted EBITDA (Beverage Solutions) | $62.8m Combined Segment Adjusted EBITDA |
| Target | $68.0m | $85.7m |
| Maximum | $78.0m | $103.5m |
| Actual | $41.6m (no payout) | $60.0m (no payout) |
| Outcome | 0% payout | 0% payout |
Other Directorships & Interlocks
| Entity | Relationship to WEST | Notes |
|---|---|---|
| RVAC Investors (Riverview Sponsor/affiliates of Brad Martin) | Investor Rights Agreement party | RVAC has director designation rights based on ownership thresholds (two directors ≥10%; one director ≥5%) |
| BBH Investors; WCC Investors; HF Investors | Investor Rights Agreement parties | Multiple groups have designation rights; increases complexity of board composition |
- The de‑SPAC Business Combination with Riverview and subsequent Amended and Restated Investor Rights Agreement created multi-party director designation rights (including RVAC linked to Martin), a governance dynamic investors should monitor for potential influence and interlocks .
Expertise & Qualifications
- Audit and finance leadership: Prior Audit Committee chair roles (Dillard’s, Gaylord) and current FedEx Audit & Finance Committee chair indicate strong financial oversight credentials .
- Senior leadership: Former chairman/CEO roles and interim university president reflect extensive leadership experience relevant to board effectiveness .
Equity Ownership
- Beneficial ownership (as of April 7, 2025): 3,696,955 shares; 3.1% of total voting power. Holdings include 577,467 shares by Martin Family Foundation, 95,995 shares by RBM Venture Company, and 51,287 shares by household members .
- Prior year (as of April 8, 2024): 5,149,962 shares; 4.6% voting power, including 2,058,057 warrants (subject to conditions in the Warrant Agreement); 95,995 RBM Venture Company shares; plus household holdings .
- Hedging/pledging: Company prohibits hedging and unapproved pledging; 2025 proxy states no executive officer, director, director nominee, or immediate family member currently holds pledged shares . In 2024 proxy, a large pledge existed at Westrock Group (affiliated with CEO), with an approved exception and monitored by Audit & Finance Committee; improvement noted in 2025 .
| Date | Shares Beneficially Owned | % Total Voting Power |
|---|---|---|
| Apr 8, 2024 | 5,149,962 | 4.6% |
| Apr 7, 2025 | 3,696,955 | 3.1% |
Governance Assessment
- Strengths
- Independent Lead Director with deep audit/finance experience; chairs Compensation and Executive Committees, supporting robust oversight of pay and strategic actions .
- Clear pay-for-performance stance: zero annual incentive payouts in 2023–2024; shift to performance-based LTIs tied to share price and leverage metrics enhances alignment with shareholders .
- Governance enhancements: declassification beginning 2026 (full in 2028); prohibition on hedging/pledging; independent committee composition .
- Watch items
- Investor Rights Agreement confers director designation rights to multiple investor groups, including RVAC (affiliated with Martin), potentially complicating independence optics and board refresh dynamics .
- Family relationships among Chair and CEO (Ford family) and related-party transactions (aircraft use; convertible notes purchased by related parties) require continued vigilance by independent directors, including Compensation Chair and Lead Director, for conflicts management .
- RED FLAGS
- Section 16(A) reporting: Martin failed to timely report multiple transactions related to pro rata distributions of shares and warrants in 2023 (subsequently filed); while remedied, such lapses can be viewed negatively by governance-sensitive investors .
- Multi‑party board designation rights can entrench nominees or constrain changes absent investor group consent .
Overall, Martin’s independent leadership and compensation oversight appear aligned with shareholder interests, notably with two consecutive years of zero annual incentive payouts and introduction of rigorous performance LTIs; investors should monitor the interplay of investor designation rights and related-party dynamics for potential governance frictions .
Director Compensation Details
| Item | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $60,000 | $60,000 |
| Compensation Committee chair fee | $15,000 | $15,000 |
| Annual equity retainer (RSUs) | $90,000 policy; granted $88,251 | $90,000 policy; granted $89,492 |
| Deferral option (equity fees) | Available | Available |
Committee Composition (2024/2025 context)
| Committee | Members | Notes |
|---|---|---|
| Compensation | R. Brad Martin (Chair), Leslie Starr, R. Patrick Kruczek, Josie C. Natori, Kenneth M. Parent | Met 5 times in 2024; used independent consultants (KPMG engaged in 2024 but not utilized; independence confirmed) |
| Executive | R. Brad Martin (Chair), Mark A. Edmunds, Scott T. Ford, Jeffrey H. Fox, R. Patrick Kruczek | Did not meet in 2024 |
| Audit & Finance | Mark A. Edmunds (Chair), Jeffrey H. Fox, R. Patrick Kruczek, Kenneth M. Parent | Met 17 times in 2024 |
| Nominating & Corporate Governance | Hugh McColl, III (Chair), Leslie Starr, Oluwatoyin Umesiri | Met 3 times in 2024 |
Related Party Transactions (Context for Conflicts)
- 2024 convertible notes ($72m due 2029) purchased by related parties including Westrock Group ($20m), Wooster Capital ($5m), affiliates of Stephens ($10m), Sowell Westrock ($5m) and HF Direct Investments Pool ($25m); initial conversion price $12.84; approved by Audit & Finance Committee under policy .
- Aircraft use reimbursement to Westrock Group at cost ($0.8m in 2024), plus health/telephone reimbursements ($0.1m) .
- Ford family roles and compensation disclosed for two family members (non-director executives), underscoring the importance of independent oversight .
Say‑on‑Pay & Shareholder Feedback
- As an emerging growth company, Westrock is exempt from advisory say‑on‑pay and say‑on‑frequency votes at present .