Westrock Coffee Co

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qualifications and independence of the members of the board and its various committees on a periodic basis as well as the composition of the board of directors as a whole. This assessment will include members’ qualifications as to independence and diversity, as required by Nasdaq, as well as consideration of age, skills and experience in the context of the needs of the board of directors. Nominees for directorship will be recommended to the board of directors by the Nominating & Corporate Governance Committee. The Nominating & Corporate Governance Committee actively seeks diverse and qualified individuals to become directors for recommendation to the board of directors. While the Nominating & Corporate Governance Committee does not have a formal policy on diversity with regards to the consideration of director nominees, the Nominating & Corporate Governance Committee considers diversity in its selection of nominees and proactively seeks diverse director candidates to ensure a representation of varied perspectives and experience in the boardroom.

The Nominating & Corporate Governance Committee will consider director candidates recommended by stockholders. To qualify for such consideration, stockholder recommendations must be submitted to the Nominating & Corporate Governance Committee at the address provided above in the section of this Proxy Statement titled “Questions and Answers about Our 2024 Annual Meeting” and received by the Company’s Secretary no later than 120 calendar days prior to the first anniversary of the mailing date of the proxy statement for the preceding year’s annual meeting. In accordance with the Corporate Governance Guidelines, the Nominating & Corporate Governance Committee evaluates stockholder recommendations in the same manner as it evaluates director candidates recommended by other sources.

Meetings of the Board of Directors

The board of directors holds at least four regularly scheduled meetings each year, in person or telephonically. Directors are expected to attend the annual meeting of stockholders, board meetings and meetings of the committees on which they serve and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. During 2023, the board of directors met eight times and did not act by unanimous written consent. All of the directors attended at least 75% of the meetings of the board of directors and committees on which they served during the periods in which they served.

Executive Sessions

Westrock’s Corporate Governance Guidelines specify that the non-management directors will meet periodically in executive sessions. If the non-management directors include any directors who are not “independent” pursuant to the board of directors’ standards for determining independence, at least one executive session will include only independent directors. The Chairperson (or, if the position of Chairperson is held by the CEO or a director who is not “independent” pursuant to the Board’s standards for determining independence, as applicable, the Lead Director) will preside over executive sessions.

Corporate Social Responsibility

For more details on our corporate citizenship and sustainability efforts, please see our annual sustainability reports, which are available on our website, www.westrockcoffee.com, under the “Who We Are – Our Impact” tab (information on the Company’s website is not incorporated by reference herein).

Code of Ethics

Our board of directors has adopted a code of business conduct and ethics, or “Code of Ethics,” which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The board of directors also adopted the Westrock Coffee Company Supplemental Code of Ethics for the Chief Executive Officer and Senior Financial Officers (the “Supplemental Code of Ethics”). The Supplemental Code of Ethics applies to the Company’s Chief Executive Officer, President, if any, Chief Financial Officer and Chief Accounting Officer. The Code of Ethics and Supplemental Code of Ethics are available on our website at www.investors.westrockcoffee.com under the “Governance – Governance Overview” tab (information on the Company’s website is not incorporated by reference herein). If we amend or grant any