Scott T. Ford
About Scott T. Ford
Scott T. Ford, age 62, is Co‑Founder and Chief Executive Officer of Westrock Coffee Company and has served as a director since 2009; he holds a B.S.B.A. in Finance from the University of Arkansas . Under his leadership, Westrock reported 2024 net sales of $850.7 million and Consolidated Adjusted EBITDA of $47.2 million; the company recorded a 2024 net loss of $80.3 million as Conway plant ramp costs weighed on results . The company’s cumulative total stockholder return from 8/29/2022 to 12/31/2024 was $55.76 on a $100 baseline, underperforming broad indices over the period . Management and the Board expect 2025 to be a “watershed year” as Conway production ramps and new customers commercialize, a key execution milestone for Ford’s strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Westrock Coffee Company | Co‑Founder & CEO; Director | CEO since 2009; Director since 2009 | Built integrated “brand‑behind‑the‑brand” beverage platform and led global expansion |
| Westrock Group, LLC | CEO | Since 2013 | Largest shareholder of WEST; capital and strategic support; Ford controls voting and disposition |
| Westrock Asset Management, LLC | CEO & CIO; Chairman | CEO/CIO 2014–2022; Chairman since 2022 | Alternative investment leadership adjacent to Westrock’s ecosystem |
| Alltel Corporation | President & CEO; President & COO | CEO 2002–2009; President & COO 1998–2002 | Ran large wireless operator; deep operating, finance and sales experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| AT&T Inc. | Director | Since 2012 |
| Agaciro Development Fund (Rwanda SWF) | Director | Since 2014 |
| The Stephens Group, LLC | Special Advisor | Since 2017 |
| University of Arkansas | Board of Trustees | Since 2024 |
| Bear State Financial, Inc. | Director (prior) | 2011–2018 |
| Tyson Foods | Director (prior) | 2005–2007 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 1,200,000 | 1,200,000 |
| Bonus Paid ($) | – | – (no payout; see plan results) |
| Stock Awards ($, grant‑date fair value) | – | 1,943,318 |
| All Other Compensation ($) | 11,550 | 12,075 |
| Total ($) | 1,211,550 | 3,155,393 |
Notes: “All Other Compensation” comprises 401(k) matching; Westrock states it provides no perquisites or post‑retirement benefits to NEOs .
Performance Compensation
Annual Incentive Plan Structure (2024)
| Metric | Weighting | Minimum Threshold | Target | Maximum | Actual 2024 | Payout |
|---|---|---|---|---|---|---|
| Combined Segment Adjusted EBITDA | 80% | $62.8m | $85.7m | $103.5m | $60.0m | 0% (below threshold) |
| Individual Goals (CEO‑specific) | 20% | Discretionary | Discretionary | Up to 150% of target | Committee evaluated, but zero due to EBITDA shortfall | 0% |
CEO’s individual goals: complete Conway buildout/scale‑up, ensure budget goals, focus on company’s future .
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Fair Value ($) | Vesting Schedule | Status as of 12/31/2024 |
|---|---|---|---|---|---|
| RSU | 8/29/2022 | 66,666 | — | Vests in 3 annual installments on grant anniversary (service‑based) | Unvested units MV $427,996 (at $6.42) |
| RSU | 3/15/2024 | 202,429 | 1,943,318 | Vests in 4 annual installments starting 3/15/2025 (service‑based) | Unvested units MV $1,299,594 (at $6.42) |
| Stock Options | — | — | — | None granted in 2024 to CEO; Company did not grant NEO options in 2024 |
2025 program change: Compensation Committee shifted long‑term incentives to performance‑based equity vesting over three years, with 50% tied to sustained share‑price targets and 50% to target leverage ratios; retention cash and time‑based equity also granted to certain executives (specific CEO grants to be disclosed in next proxy) .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Total Beneficial Ownership | 23,324,897 shares; 19.7% of total voting power (includes Series A on as‑converted basis) |
| Direct vs. Indirect | 161,793 shares direct; 23,163,104 held by Westrock Group, LLC over which Ford has sole voting/dispositive power via Greenbrier Holdings, LLC |
| Unvested RSUs | 66,666 (8/29/22) and 202,429 (3/15/24); marked at $6.42 per share for MV of $427,996 and $1,299,594 respectively as of 12/31/2024 |
| Options | None outstanding for CEO in 2024; options shown for CFO/COO only |
| Pledging/Hedging | Company prohibits hedging and unapproved pledging; currently no executive officer/director has pledged shares |
Alignment takeaways: Very high insider ownership with voting control via Westrock Group, aligning economic incentives with long‑term equity value; policy guardrails on hedging/pledging reduce misalignment risk .
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective Date & Role | 8/26/2022; CEO and director |
| Term & Auto‑Renewal | 5 years, auto one‑year renewals unless 180‑day non‑renewal notice |
| Base Salary & Target Bonus | Base ≥ $1,200,000; target annual bonus 100% of base |
| Severance (Without Cause/Good Reason) | Lump sum: 2× base + 2× target bonus; prorated target bonus; 125% of COBRA premiums for 2 years; increases to 3× for each and 3 years of COBRA if termination within 1 year post‑change‑in‑control (double‑trigger framework) |
| Death/Disability/Retirement | Prorated target annual incentive |
| 280G Cutdown | Payments reduced if it yields greater after‑tax value |
| Restrictive Covenants | Inventions assignment; perpetual confidentiality/non‑disparagement; non‑compete and non‑solicit for 2 years post‑termination |
Board Governance
- Roles: Separate Chair (Joe T. Ford) and CEO (Scott T. Ford); Lead Independent Director (R. Brad Martin); Vice Chairman (Kenneth M. Parent) adds independent oversight .
- Independence: 9 of 11 directors independent; Audit & Finance, Compensation, and Nominating & Corporate Governance Committees comprised of independent directors .
- Committee Memberships: Scott T. Ford serves on the Executive Committee; other committees are independent‑only .
- Meetings & Attendance: Board met 7 times in 2024; all directors attended at least 75% of meetings; virtual annual meeting attendance commitment .
- Classified Board Declassification: Phased declassification begins 2026, fully declassified by 2028 .
- Policies: Prohibit hedging/unapproved pledging; annual self‑evaluations; code of ethics and supplemental code for CEO/Senior Financial Officers .
Dual‑role implications: While Ford is CEO and a director, the Chair role is separate and independent leadership is reinforced via Lead Independent Director and Vice Chair; however, Ford’s control of Westrock Group (largest holder) and family ties warrant enhanced related‑party oversight .
Director Compensation
- Non‑employee director program: $60,000 annual cash retainer; $90,000 annual equity; committee chair fees ($20,000 Audit, $15,000 Compensation, $15,000 Nominating); Vice Chairman receives $260,000 additional annual equity; one‑time $350,000 RSU to Vice Chairman on appointment; equity generally vests in one year .
- As CEO, Scott T. Ford’s board service is not compensated under the non‑employee director program .
Related Party Transactions
- Convertible Notes (2029, 5.00%): $72m issued 2/15/2024; purchasers included Westrock Group ($20m), Wooster Capital ($5m), affiliates of significant holders; approved unanimously by Audit & Finance Committee under related‑party policy .
- Aircraft and Reimbursements: Westrock uses aircraft owned by Westrock Group, billed at cost; paid $0.8m (plane) and $0.1m (insurance/telephone reimbursements) in 2024 .
- Family Employment: Ford’s son Sam T. Ford (Chief Trade & Risk Officer) compensation $842,750; son Joseph S. Ford (VP Technical Sales) compensation $187,089 in 2024 .
Performance & Track Record
- 2024 Operating Performance: Net sales $850.7m; loss from operations $(49.1)m; net loss $(80.3)m; Consolidated Adjusted EBITDA $47.2m; Beverage Solutions revenue fell 8.8% with volume declines in single‑serve and roast/ground offset by 24.1% growth in flavors/extracts; SS&T revenue rose 34.9% on 39.5% volume growth .
- Capital & Liquidity: Credit facility upsized to $200m in Jan 2025; covenant relief through April 2026 with leverage ratio steps and minimum liquidity (during relief period); in compliance at 10‑K filing .
- Commodity Context: Green coffee “C” market price rose ~70% in 2024 and surpassed $4.00/lb in early 2025; hedging mitigates but cannot eliminate pricing risks .
- Governance & Voting: 2025 annual meeting—Ford re‑elected Class III director with 88.17m “for” votes; PwC ratified as auditor .
Compensation Committee Analysis
- Committee membership: Independent directors (Chair R. Brad Martin); meets oversight standards .
- Pay‑for‑Performance Application: No annual cash bonuses paid for 2024 due to EBITDA miss (below threshold), reflecting formulaic discipline .
- Advisor: KPMG engaged in 2024 but not utilized; committee concluded no conflicts; aggregate fees for other company services were $1,667,854 .
- Grant Timing Practice: Annual equity approvals follow earnings release cadence; no options granted to NEOs in 2024 .
Equity Ownership & Pledging Policies
- Ownership guidelines not disclosed; however, Ford’s substantial beneficial stake and control via Westrock Group align incentives with shareholder value creation .
- Company prohibits hedging and unapproved pledging; currently no executive/director pledges in place .
Say‑On‑Pay & Shareholder Feedback
- As an Emerging Growth Company, Westrock is exempt from advisory “say‑on‑pay” and “say‑on‑frequency” votes for now .
Investment Implications
- Strong alignment but concentration risk: Ford’s 19.7% voting power via Westrock Group tightly aligns incentives, yet introduces potential governance concentration; related‑party transactions require continued robust, independent committee oversight .
- Pay discipline and performance focus: Zero 2024 bonus despite discretionary goals underscores program rigor; 2025 pivot to performance‑based equity tied to share‑price and leverage indicates management confidence but raises execution risk on Conway ramp and deleveraging .
- Insider selling pressure: RSU vesting over four years beginning 3/15/2025 (202,429 units) may add periodic supply; hedging/pledging prohibitions reduce adverse signaling risk .
- Execution and commodity exposures: Conway scaling, mix shift toward extracts, and coffee price volatility remain core drivers of near‑term performance; successful ramp should improve margin trajectory toward targeted outcomes .
## Data Appendix
Beneficial Ownership Detail (as of 4/7/2025)
- Scott T. Ford: 23,324,897 shares; 19.7% voting power .
- Components: 161,793 direct; 23,163,104 via Westrock Group under Ford’s control .
Board Roles and Committees (current)
- Executive Committee member (Scott T. Ford) .
- Lead Independent Director (R. Brad Martin); Vice Chairman (Kenneth M. Parent) .
Annual Meeting Voting (6/6/2025)
- Director votes for Scott T. Ford: 88,167,897 for; 2,436,693 against; 7,995 abstain; 9,689,107 broker non‑votes .