🔖 What This Document Is

This is Westrock Coffee's 2026 Proxy Statement (DEF 14A). Think of it as the official invitation and rulebook for the company's annual shareholder meeting. It tells you what's on the agenda, who is running the company, how they are paid, and asks for your vote on key issues. The meeting itself is virtual on June 5, 2026, at 8 a.m. Central Time.

👉 In simple terms: It’s your guide to understanding what’s happening at Westrock Coffee and how to have a say as a shareholder.

☕ What The Company Does

Westrock Coffee Company is a beverage solutions provider. They roast coffee, produce coffee extracts and flavorings, and package drinks for major global brands. A core part of their mission is supporting smallholder coffee farmers in developing regions.

👉 Why it matters: They are not just a coffee roaster; they are a strategic partner to big beverage companies and aim to blend business growth with social impact.

📅 The Annual Meeting Details

• Date & Time: Friday, June 5, 2026, at 8:00 a.m. (Central Time).
• Format: Completely virtual via webcast at www.virtualshareholdermeeting.com/WEST2026. No physical location.
• Who Can Vote: Shareholders of common stock and Series A Convertible Preferred Stock as of the Record Date: April 6, 2026.
• Your Vote: You can vote online before the meeting or during the live webcast. Instructions are in your notice or proxy card.

👉 Key Takeaway: Mark your calendar for June 5th and vote your shares—you can do it from your couch.

🗳️ Proposals to Vote On (Your Ballot)

The board recommends you vote FOR both items.

1. Election of Four Directors (Proposal 1): Vote to elect Joe T. Ford, Kenneth M. Parent, Mark A. Edmunds, and Oluwatoyin Umesiri to the board. They will serve until the 2027 meeting.
2. Ratify the Auditor (Proposal 2): Vote to approve PricewaterhouseCoopers LLP (PwC) as the company's independent accountant for 2026.

👉 Why it matters: Electing directors shapes the company's oversight and strategy. Approving the auditor ensures an independent check on the company's financial numbers.

👥 The Director Nominees

The board is recommending four experienced individuals, each bringing unique skills.

• Joe T. Ford (Age 88): Co-founder and Chairman. Brings decades of executive leadership experience.
• Mark A. Edmunds (Age 69): Former Deloitte Partner & Vice Chairman. An audit committee financial expert.
• Kenneth M. Parent (Age 67): Former President of Pilot Flying J. Serves as the independent Lead Director.
• Oluwatoyin Umesiri (Age 43): CEO of Nazaru LLC, a business services company focused on trade with Africa.

👉 Key Takeaway: The nominees offer a mix of deep company history, top-tier financial expertise, operational leadership, and international business perspective.

🏛️ Corporate Governance Highlights

Westrock emphasizes strong governance practices. Here are some key points:

• Leadership: The Chairman (Joe T. Ford) and CEO (Scott T. Ford) roles are separate. An independent Lead Director (Kenneth M. Parent) provides extra oversight.
• Board Independence: 8 out of 10 directors are independent. Key committees (Audit, Compensation, Nominating) are made up only of independent directors.
• Board Evolution: The company is phasing out its classified board structure. Starting in 2026, directors elected will serve one-year terms, with full declassification by 2028. This makes the board more accountable to shareholders.
• Policies: Prohibits hedging and unapproved pledging of company stock. No special perks or post-retirement benefits for executives.

💼 Executive Compensation Snapshot

This section details how the top leaders are paid. The philosophy is to link pay to performance and company goals.

• Key Executives: Scott T. Ford (CEO), and other named officers.
• Structure: Compensation includes base salary, annual bonuses tied to financial and operational targets, and long-term equity awards (stock) to align their interests with shareholders over time.
• 2025 Highlight: The company noted it delivered "consecutive quarters of record performance" in 2025, which would factor into bonus calculations.

👉 Why it matters: It shows how the company incentivizes its leaders to hit targets and grow shareholder value.

👨‍👩‍👧‍👦 Related Parties & Ownership

This details who owns a lot of stock and any business deals with insiders.

• Largest Shareholder: Westrock Group, LLC owns about 19.2% of the common stock (on an as-converted basis). It is controlled by CEO Scott T. Ford.
• Family Ties: Chairman Joe T. Ford is CEO Scott T. Ford's father. Other family members also have ownership interests.
• Convertible Notes: The company owes $20.0 million in convertible notes to related parties, including Westrock Group.

👉 Why it matters: Concentrated ownership by the founding family means their interests heavily influence company decisions.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths:

  • Mission-Driven Model: Combining business with a stated social mission for farmers.
  • Strategic Relationships: Positioning as an integrated supplier to major global brands.
  • Governance Improvements: Moving to a more accountable, declassified board.
  • Operational Focus: Shifting from a heavy investment phase to one focused on execution and delivery, as highlighted in the CEO's letter.

• ⚠️ Risks:

  • Control & Governance: Significant control by the Ford family and affiliated investors could limit the influence of other shareholders.
  • Execution Risk: The company states 2026 is a critical "execution year" as it scales production. Any stumbles could impact performance.
  • Transition: Successfully moving from a period of "significant investment" to consistent profitability is a key challenge.

🧠 The Analogy

Investing in Westrock Coffee right now is like backing a skilled chef who has finished building out a state-of-the-art restaurant kitchen. The heavy construction (capital investment) is mostly done. Now, the critical test is whether the chef (management) can use that kitchen efficiently to consistently serve profitable, high-quality meals (operational delivery) that keep customers (major beverage brands) coming back, all while honoring the restaurant's original promise to source ingredients ethically (farmer impact).

🧩 Final Takeaway

Westrock Coffee is at a pivotal transition point, moving from a growth-by-investment phase to a focus on operational performance and profitability. As a shareholder, your vote on directors and auditors helps oversee this crucial shift. The governance improvements, like declassifying the board, are positive steps toward greater accountability.