R. Patrick Kruczek
About R. Patrick Kruczek
Independent director of Westrock Coffee Company since February 2020; age 60; Class II director with term expiring 2027. Managing Director, Co-Manager and Principal at BBH Capital Partners (affiliate of Brown Brothers Harriman & Co.), with prior 20-year tenure at Morgan Keegan culminating as President/COO and Executive Committee member. Audit committee financial expert under SEC rules; education includes B.B.A. in Accountancy (University of Notre Dame) and MBA (University of Tennessee, Knoxville) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Keegan & Company | Various roles across IB and ECM; President & COO; Executive Committee member | ~1996–2016 (20 years) | Senior operating and capital markets leadership |
| BBH Capital Partners | Managing Director, Co-Manager, Principal | 2016–present | Investment selection, post-investment oversight; audit financial expert credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tower Ventures, LLC | Director | Since 2020 | Private company board service |
| GIFTED Healthcare | Director | Since 2021 | Private company board service |
| Synex Holdings | Director | 2022–2025 | Board tenure concluded 2025 |
| Grote Corporation | Director | Since 2025 | Manufacturing company board service |
Board Governance
- Committee memberships: Audit & Finance; Compensation; Executive .
- Chair roles: None (Audit & Finance chair Edmunds; Compensation chair Martin; Nominating chair McColl; Executive chair Martin) .
- Independence: Board determined Kruczek independent under Nasdaq rules; also qualifies as an audit committee financial expert .
- Attendance: Board met 7 times in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting. Audit & Finance met 17 times; Compensation met 5 times; Executive Committee did not meet in 2024 .
- Board leadership: Separate Chair (Joe T. Ford) and CEO (Scott T. Ford); Lead Independent Director (R. Brad Martin); independent Vice Chair (Kenneth M. Parent) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director program |
| Committee chair fees | $0 | Not a chair (Audit chair +$20k; Comp +$15k; Nominating +$15k) |
| Equity retainer (RSUs) | $89,492 | Annual grant, vests on one-year anniversary |
| Total 2024 director comp | $149,492 | Cash + equity |
| Unvested RSUs at 12/31/2024 | 8,523 units | Vesting on June 6, 2025 if continuing service |
Performance Compensation
| Element | Status | Metrics |
|---|---|---|
| Director performance-based pay | Not disclosed/none | Westrock’s director program provides fixed cash retainer and time-based equity; no director performance metrics disclosed |
Other Directorships & Interlocks
- Affiliation: BBH Investors (affiliates of Brown Brothers Harriman & Co.) beneficially own ~17.9% voting power; Kruczek is a principal at BBH Capital Partners. BBH Investors have director designation rights under the Amended and Restated Investor Rights Agreement; if BBH has nomination rights and neither Kruczek nor Matthew Salsbury is serving as director, one must be appointed as non-voting observer .
- Governance implication: Investor designation rights shape board composition; board size changes above/below 11 require consent of investor parties while they retain designation rights .
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation .
- Education: B.B.A. Accountancy (Notre Dame); MBA (UT Knoxville) .
- Domain strengths: Finance, leadership, investment oversight; executive operating experience at Morgan Keegan .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 4/7/2025) | 167,217 shares | SEC-defined beneficial ownership; footnote notes BBH affiliates hold additional shares not attributed to him personally; he disclaims beneficial ownership except pecuniary interest |
| Current reported ownership (post 11/19/2025 purchases) | 338,211 shares | After open-market purchases on 11/17–11/19/2025 at $4.12–$4.25 per share; Form 4 filings |
| Pledging of shares | None | Company policy prohibits unapproved pledging; currently no director holds pledged shares |
| Hedging | Prohibited | Insider trading policy prohibits hedging Company securities |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Holdings | Citation |
|---|---|---|---|---|---|
| 2024-06-06 | Award (RSUs) | 8,523 | $0.00 | 25,740 | |
| 2025-03-14 | Purchase | 37,992 | $6.46 | 63,732 | |
| 2025-03-14 | Purchase | 35,208 | $6.81 | 98,940 | |
| 2025-03-17 | Purchase | 76,800 | $7.01 | 175,740 | |
| 2025-06-06 | Award (RSUs) | 12,471 | $0.00 | 188,211 | |
| 2025-11-17 | Purchase | 24,000 | $4.12 | 212,211 | |
| 2025-11-18 | Purchase | 79,000 | $4.08 | 291,211 | |
| 2025-11-19 | Purchase | 47,000 | $4.25 | 338,211 |
Governance Assessment
- Strengths: Independent director with audit committee financial expert status and deep finance/operating background; engaged committees (Audit & Finance met 17 times in 2024) suggest active oversight; no hedging or pledging permitted; directors attended ≥75% of meetings; presence of Lead Independent Director and independent Vice Chair enhances oversight .
- Ownership alignment: Annual time-based RSU grants; Kruczek increased his exposure via several open-market purchases in 2025, signaling confidence. Unvested RSUs vest on June 6, 2025 contingent on service .
- Potential conflicts and red flags:
- Investor influence: BBH Investors’ significant stake (~17.9% voting power) and director designation rights create potential for influence; Kruczek’s BBH affiliation increases interlock risk, though the board deems him independent under Nasdaq rules .
- Related-party financing: 2024 issuance of $72M 5.00% 2029 convertible notes included a $10M purchase by a BBH affiliate; unanimously approved by the Audit & Finance Committee under the related party policy. As Kruczek serves on Audit & Finance, robust recusal and process are critical—Proxy discloses committee approval but does not specify member recusals (process risk; not a disclosed breach) .
- Family concentration on board (Ford family across Chair, CEO, COO) increases overall governance concentration risk, though not specific to Kruczek; company discloses policy controls and independence determinations .
- Director pay structure: Fixed cash plus time-based equity; no director performance-based compensation—neutral for alignment; equity vests with continued service .
- Say-on-pay: As an Emerging Growth Company, Westrock is not required to conduct advisory votes on executive compensation; limits external feedback channels on pay policy .
References
- Committee assignments, independence, and expert status:
- Director compensation program and 2024 amounts:
- Board and committee meeting cadence and attendance:
- Investor rights and board composition mechanics:
- Security ownership (beneficial ownership table and BBH stake):
- Insider trading, hedging, pledging policy:
- Related-party transactions (convertible notes purchasers):
- Biography, age, education:
- Board leadership structure:
- Insider trades (Form 4 URLs): Listed per transaction in Insider Trades table above.