Ranpak Holdings Corp DEFR14A, filed Apr 24, 2023
Ranpak Holdings Corp. (PACK)
DEFR14A
2023-04-24
View Original
Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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RANPAK HOLDINGS CORP.
AMENDMENT TO THE PROXY STATEMENT DATED APRIL 12, 2023
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2023
Explanatory Note
This Amendment No. 1 to the Proxy Statement, dated April 24, 2023 (the “Amendment”) amends and restates in its entirety the definitive proxy
statement (the “Proxy Statement”) of Ranpak Holdings Corp. (the “Company”) filed with the Securities and Exchange Commission on April 12, 2023 in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on May 25, 2023.
This Amendment is being filed for the sole purposes of (i) correcting an inadvertent calculation error in the “Pay Versus Performance” section of the
Proxy Statement, and (ii) including Inline eXtensible Business Reporting Language, or XBRL, data tagging, which was inadvertently omitted from the Proxy Statement due to an administrative error. No other changes have been made to the Proxy
Statement.
April 12, 2023
Dear Fellow Stockholders:
As I’ve shared previously, 2022 was a challenging year. I am disappointed in our 2022 results; however, I firmly believe we are a significantly
better company than we were a few years ago. Despite last year’s obstacles, we continued to invest in key pillars for Ranpak’s long-term success, including our systems and technical infrastructure, upgraded facilities, and talent. I believe we
are emerging from the challenges we experienced in 2022 better prepared to support and enhance the business moving forward.
I want to cordially invite you to attend the 2023 Annual Meeting of Stockholders of Ranpak Holdings Corp. at www.virtualshareholdermeeting.com/PACK2023
on May 25, 2023 at 10:00 a.m. Eastern time. The meeting will be held virtually, via live webcast.
I also want to share that we will soon release our 2022 ESG Impact Report that highlights our continuing commitment to deliver a better world. We
are excited for the opportunity to share our progress and demonstrate our leadership in the very important area of ESG.
The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and this
Proxy Statement.
Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning your proxy card
in the postage-prepaid envelope so that your shares are represented. Your vote will mean that you are represented at the Annual Meeting regardless of whether or not you attend. Returning the proxy does not deprive you of your right to attend the
virtual Annual Meeting and to vote your shares then. We will begin mailing the Notice of Internet Availability to our stockholders of record as of March 30, 2023 for the first time on or about April 12, 2023.
Sincerely,
Omar Asali
Chairman of the Board of Directors and
Chief Executive Officer
RANPAK HOLDINGS CORP.
7990 AUBURN ROAD
CONCORD TOWNSHIP, OH 44077
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 25, 2023
To the Stockholders of Ranpak Holdings Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”)
of Ranpak Holdings Corp., a Delaware corporation (the “Company”), will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/PACK2023
on May 25, 2023, at 10:00 a.m. Eastern time for the following purposes:
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to elect the two directors named in the Proxy Statement as Class I directors of Ranpak Holdings Corp., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death,
resignation or removal;
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to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
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to approve a non-binding advisory resolution approving the compensation of the named executive officers.
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The Company will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only
stockholders who owned common stock of the Company at the close of business on March 30, 2023 (the “Record Date”) can vote at this meeting or any adjournments that take place.
The Board of Directors recommends that you vote:
Proposal No. 1: FOR the election of the two director nominees;
Proposal No. 2: FOR the ratification of the appointment of KPMG LLP, as the independent
registered public accounting firm; and
Proposal No. 3: FOR the approval of the non-binding advisory resolution to approve the
compensation of our named executive officers.
2023 Virtual Annual Stockholder Meeting
The Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to
participate from any location and at no cost. We believe this is the right choice for Ranpak currently, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that
stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by
visiting www.virtualshareholdermeeting.com/PACK2023 at the meeting date and time. To log in, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 10 a.m.
Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during
the check-in process or during the meeting, please consult the information regarding technical assistance available at www.virtualshareholdermeeting.com/PACK2023 for assistance.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT
AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY
STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL
BE VOTED.
Notice and Access
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 25,
2023. The Proxy Statement and the Company’s 2022 Annual Report on Form 10-K are available, free of charge, at proxyvote.com.
The Notice of Annual Meeting of Stockholders to be held on May 25, 2023 contains instructions on how to access our proxy materials and vote over
the internet at www.proxyvote.com and how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our 2022
Annual Report on Form 10-K. Stockholders can also request to receive future proxy materials in printed form by mail or electronically by email by contacting Investor Relations Department at ir@ranpak.com,
at 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077.
By Order of the Board of Directors
Sara A. Horvath
Vice President, General Counsel & Secretary
April 12, 2023
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RANPAK HOLDINGS CORP.
7990 AUBURN ROAD
CONCORD TOWNSHIP, OH 44077
PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
May 25, 2023
We have made available our proxy materials because the Board of Directors (the “Board”) of Ranpak Holdings
Corp. (referred to herein as the “Company,” “Ranpak,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 25, 2023, at 10:00 a.m. Eastern time, at www.virtualshareholdermeeting.com/PACK2023.
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This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
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The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
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In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone,
e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse
them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to
provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, over the internet in lieu of mailing printed copies. We will begin mailing the
Notice of Internet Availability to our stockholders of record as of March 30, 2023 (the “Record Date”) on or about April 12, 2023. The Notice of Internet Availability will contain instructions on how to
access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. Additionally, we have provided brokers, dealers, banks, voting trustees and their nominees, at our
expense, with additional copies of our proxy materials and the Annual Report on Form 10-K so that our record holders can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. The Annual Report on
Form 10-K (and the 2023 Proxy Statement) are available, free of charge, at proxyvote.com and are also available on our website at ir.ranpak.com.
ELECTION OF DIRECTORS
The Company’s Board is divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the
stockholders at each annual meeting to serve a three-year term. Class I directors are Michael Gliedman and Alicia Tranen; Class II directors are Thomas F. Corley, Michael A. Jones and Robert C. King; and
Class III directors are Omar Asali, Pam El, Salil Seshadri and Kurt Zumwalt.
Class I directors standing for re-election at the Annual Meeting are Michael Gliedman and Alicia Tranen. Class II and Class III directors will
stand for election at the 2024 and 2025 annual meetings of stockholders, respectively.
Each of the nominees for election as Class I director is currently a director. If elected at the Annual Meeting, each of the nominees for election
as Class I director would serve for three years and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the
Board may appoint another nominee or reduce the size of the Board. Our board currently consists of 10 seats, with one vacancy. Proxies cannot be voted for a greater number of persons than the nominees named in this Proxy Statement.
The following table sets forth information for the nominees who are currently standing for election:
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Age
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Director Since
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Michael Gliedman
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59
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2019
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Alicia Tranen (1)
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50
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2019
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Member of Audit Committee and Compensation Committee
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Set forth below is biographical information for the nominees. The following includes certain information regarding the nominees’ individual
experience, qualifications, attributes and skills that led the Board to conclude that they should serve as a director. See pages 10 through 12 for the biographical information for the other directors not standing for election.
Michael Gliedman, 59, has served as our Chief Technology Officer since
March 2020. In this capacity, Mr. Gliedman oversees all aspects of technology for the Company as well as Digital and Corporate Marketing. He has been a member of our Board since June 2019. Mr. Gliedman is also Managing Director of Blue Strat
Advisors, a technology strategy and digital transformation consulting firm that he founded in November 2017. Previously, Mr. Gliedman was Senior Vice President and Chief Information Officer for the National Basketball Association from July 1999
to July 2017, where he was responsible for identifying and applying technologies to enhance the fan experience, technology strategy formulation, systems design and implementation and cyber-security for the league. Prior to joining the NBA, Mr.
Gliedman served as Senior Vice President, Application Development at Viacom from May 1997 to June 1999. Prior to joining Viacom, he was a Principal in the Media & Entertainment practice at Booz Allen & Hamilton, from October 1991 to May
1997. Mr. Gliedman received an M.B.A. with a concentration in Marketing from Columbia Business School and a B.A. in Computer Science from Brandeis University.
Mr. Gliedman’s qualifications to serve on our Board include: his extensive experience driving business focused technology
initiatives developed through years as a management consultant and as an operator at both Viacom and the NBA; his substantial expertise in digital marketing and social media; and his 18 years of corporate leadership experience as a senior
executive at the NBA.
Alicia Tranen, 50, has been a member of our Board since June 2019. Ms.
Tranen is currently the Founder, General Partner and Portfolio Manager of Boulevard Capital Management, which she founded in June 2008. Boulevard Capital Management is an investment fund that primarily invests in public companies. Ms. Tranen is
also a Senior Advisor to 3L Capital Management, a growth equity firm based in New York City and Los Angeles. Previously, she served as a Senior Analyst at Cantillon Capital, an $11 billion long-short equity hedge fund, from inception in February
2003 to March 2008. At Cantillon, Ms. Tranen was a senior member of the investment team. Prior to that, she was a Principal at RRE Ventures, a venture capital firm with $500 million in assets, from September 1999 to March 2002. While at RRE
Ventures, Ms. Tranen served on the boards of directors, or as an observer to the board, of 10 RRE Ventures portfolio companies. From September 1994 to August 1997, Ms. Tranen was a Research Associate at Fidelity Management & Research Co,
where she was responsible for research, analysis and coverage of over 100 public companies. Ms. Tranen currently serves on the National Board of Team Impact. Ms. Tranen received an M.B.A. from Harvard Business School and a B.A. in Economics from
Tufts University.
Ms. Tranen’s qualifications to serve on our Board include: her strong business and financial acumen, including the knowledge of
operational financials and balance sheets; her extensive experience as an investor in public companies of all sizes across multiple industries; her background evaluating the financial performance of late stage private companies and public
companies; and her experience as a director and/or a significant stockholder in numerous companies.
THE BOARD RECOMMENDS A VOTE
FOR THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS I NOMINEES.
At Ranpak, sustainability is at the center of our enterprise strategy. From our beginning over 50 years ago, our business has been built around
providing our customers and end-users with effective and more sustainable alternatives to meet their secondary packaging needs. We believe that the manufacture, sale, and use of our packaging solutions directly contribute to the creation of a
more sustainable – and more circular – global supply chain. We help our customers and end-users meet their own ESG goals. At the same time, Ranpak is on its own ESG journey as a company. In our fourth year as a public company, we are continuing
to build and refine our ESG analysis and reporting infrastructure. While we have made substantial progress on ESG matters since becoming a public company – we have identified ESG metrics that are material to our business; we collect and analyze
significant ESG-related data relating to our internal operations; we have set long-term corporate-level ESG targets; we have assigned oversight of our ESG performance to a committee of our Board; and, in 2023, we will publish our fourth ESG
Impact Report – we acknowledge that we have more to do. Moreover, we are committed to becoming a leader in ESG reporting and performance and continuing our leadership in facilitating the emergence of a more sustainable supply chain.
Board Composition and Director Nominees
Our business and affairs are managed under the direction of our Board. Our certificate of incorporation and our bylaws provide for a classified
Board consisting of three classes of directors, each serving staggered three-year terms. Our current directors are as follows:
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Our Class I directors are Mr. Gliedman and Ms. Tranen, and they are nominated for re-election at the Annual Meeting.
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Our Class II directors are Messrs. Corley, Jones and King, with terms expiring at the 2024 annual meeting.
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Our Class III directors are Messrs. Asali, Seshadri, Zumwalt and Ms. El, with terms expiring at the 2025 annual meeting.
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At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and
qualification until the third annual meeting following their election. Except as otherwise provided by law and subject to the rights of any class or series of preferred stock, vacancies on our Board (including a vacancy created by an increase in
the size of the Board) may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (other than a vacancy created by an increase in the size of the Board) serves for the
unexpired term of such director’s predecessor in office and until such director’s successor is elected and qualified. A director appointed to fill a position resulting from an increase in the size of the Board serves until the next annual meeting
of stockholders at which the class of directors to which such director is assigned by the Board is to be elected by stockholders and until such director’s successor is elected and qualified. Any additional directorships resulting from an increase
in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
In making recommendations to the Company’s Board of nominees to serve as directors, the Nominating, Environmental, Social & Governance
Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee (including with respect to stockholder recommendations) and will take into account all factors it considers appropriate, including
enhanced independence, financial literacy and financial expertise. In evaluating Director nominees, the Board with assistance of the Nominating, Environmental, Social & Governance Committee, evaluates a nominee’s qualities, performance and
professional responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that time, including issues of judgment, diversity, age, skills, background and experience. The Nominating, Environmental,
Social & Governance Committee does not have a specific director diversity policy, but in practice considers diversity, including age, gender identity, race, sexual orientation, physical ability, ethnicity and perspective, in evaluating
candidates for Board membership.
In addition, three of our investors, JS Capital LLC, Soros Capital LLC and Schusterman Family Investments, each have the right to
designate one observer to our Board. There are currently three observers.
Independence of the Board of Directors
Six of our directors currently serving on our Board qualify as independent within the meaning of the independent director guidelines of the New
York Stock Exchange (“NYSE”).
Consistent with our Corporate Governance Guidelines and charter of our Nominating, Environmental, Social & Governance Committee, our Board has made an affirmative determination as to the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and
affiliations, including family relationships, and as a result of this review, and upon the review and recommendation of the Nominating, Environmental, Social & Governance Committee, our Board has
determined that each of Messrs. Corley, King, Seshadri and Zumwalt and Mses. El and Tranen are independent, as defined in the rules of the NYSE.
Board Leadership Structure
Mr. Asali serves as both our Chief Executive Officer and the Chairman of the Board. The Board meets in executive
session amongst non-management directors at each regularly scheduled quarterly Board meeting, which are presided over by Thomas F. Corley, who serves as an independent director and as Chair of the Nominating, Environmental, Social &
Governance Committee. We also have fully independent Audit, Nominating, Environmental, Social & Governance, and Compensation committees along with governance
practices that promote independent leadership and oversight.
The Board believes that the foregoing structure achieves an appropriate balance between the effective development of key strategic
and operational objectives by the CEO and Chair, and independent oversight of management’s execution of such objectives.
The Board notes that all directors are elected by the Company’s stockholders. The Board, therefore, does not believe
it appropriate or necessary in serving the best interests of the Company to designate a lead director at this time. The Board does not believe that its role in risk oversight has been affected by the Board’s leadership structure.
Board Diversity and Attributes
Our Board believes diversity is important and seeks representation across a range of attributes, including gender, race,
ethnicity, and professional experience, and regularly assesses our Board’s diversity when identifying and evaluating director candidates. As of December 31, 2022, our Board consisted of the following:
Committees of the Board of Directors
Our Board has three fully independent standing committees: the Audit Committee, the Compensation Committee and the Nominating, Environmental,
Social & Governance Committee. Each of the committees reports to the Board as they deem appropriate and as the Board may request.
Audit Committee
Our Audit Committee is currently composed of Messrs. King and Zumwalt and Ms. Tranen, with Mr. King serving as
the chair of the committee. Our Board has determined that each member of the Audit Committee meets the independence requirements and the financial literacy requirements under the applicable rules and regulations of the SEC and the
applicable listing standards of the NYSE. Our Board has determined that each member qualifies as an “Audit Committee financial expert” as defined under SEC rules.
Our Audit Committee oversees our corporate accounting and financial reporting process. The Audit Committee is
also responsible for preparing the audit committee report that SEC rules require to be included in this Proxy Statement. The Audit Committee charter details the principal responsibilities of the Audit
Committee, including assisting the Board in its oversight of:
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the integrity of the Company’s financial statements and internal controls;
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the qualifications, independence and performance of the Company’s independent auditor;
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the design and implementation of the internal audit function; and
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the Company’s compliance with legal and regulatory requirements.
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Compensation Committee
Our Compensation Committee is composed of Messrs. Seshadri and King and Ms. Tranen, with Mr. Seshadri serving
as the chair of the committee. Our Board has determined that each of Messrs. Seshadri and King and Ms. Tranen qualify as independent under the applicable rules of the NYSE, and each are “non-employee
directors” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Compensation Committee reviews and recommends policies relating to compensation and benefits of our
officers and employees. The Compensation Committee charter details the principal responsibilities of the Compensation Committee, including:
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reviewing and approving compensation (including equity-based compensation) for the Company’s directors;
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reviewing and approving the compensation of our CEO and each of the Company’s senior executive officers, including: (i) identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation; and
(ii) evaluating each executive officer’s performance in light of such goals and objectives to determine such compensation;
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reviewing the Company’s management succession planning in consultation with our CEO;
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reviewing and evaluating the Company’s executive compensation and benefits plans generally; and
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reviewing and assessing the risks arising from the Company’s employee compensation policies and practices.
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The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,
legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. The Compensation Committee may delegate to one
or more officers of the Company the authority to make grants and awards or options to any non-Section 16 officer of the Company under such of the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and
in accordance with the terms of such plans.
Nominating, Environmental, Social & Governance Committee
Our Nominating, Environmental, Social & Governance Committee is currently composed of Messrs. Corley,
Seshadri and Zumwalt and Ms. El, with Mr. Corley serving as chair of the committee. Each of Messrs. Corley, Seshadri and Zumwalt and Ms. El is an independent director under the applicable rules of the
NYSE relating to Nominating, Environmental, Social & Governance Committee independence.
The Nominating, Environmental, Social & Governance Committee is
responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. The Nominating, Environmental, Social & Governance Committee charter
details the principal responsibilities of the Nominating, Environmental, Social & Governance Committee, including:
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reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs;
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recommending criteria for the selection of candidates to the Board and its committees, and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by
stockholders;
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recommending to the Board director nominees for election;
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recommending directors for appointment to Board committees;
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making recommendations to the Board as to determinations of director independence;
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overseeing the evaluation of the Board;
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overseeing the Company’s corporate social responsibility program, including its ESG initiatives and related risks; and
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developing and recommending to the Board the Corporate Governance Guidelines and Code of Ethics and Business Conduct for the Company and overseeing compliance with such Guidelines and Code.
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Code of Ethics
We have adopted a Code of Ethics and Business Conduct (the “Code”) applicable to our
directors, officers and employees that complies with the rules and requirements of the NYSE. The Company intends to disclose any amendments to or waivers of certain provisions of the Code for executive officers or directors on its website at ir.ranpak.com within the time period required by the SEC and the NYSE.
Copies of our Code, along with our Corporate Governance Guidelines and the charter of each of our Audit, Compensation and Nominating,
Environmental, Social & Governance Committees are available on our website at ir.ranpak.com. Information on or accessible through our website is not part of, or incorporated by reference into, this
Proxy Statement. In addition, a copy of the Code will be provided without charge upon request.
Hedging and Pledging Policy
Our Insider Trading Policy covers hedging and pledging. Employees and directors are prohibited from engaging in any hedging transactions
(including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s
equity securities. We prohibit employees and directors from pledging Company securities in any circumstance, and from holding Company securities on margin or holding Company securities in a margin account.
Meetings and Attendance
Our Board met five times during 2022. The Audit Committee met 17 times, the Compensation Committee met five times and the Nominating,
Environmental, Social & Governance Committee met four times. During 2022, each Board member attended at least 75% of the meetings of the Board and of the committees of the Board on which he or she served. We encourage all of our directors and
nominees for director to attend our annual meeting of stockholders; however, attendance is not mandatory. Nine out of the ten directors then in service attended the 2022 annual stockholders meeting.
Stockholder Communications with the Board
Should stockholders or other interested parties wish to communicate with the Board, non-management or independent directors as a group or any
specified individual directors, such correspondence should be sent to the attention of Sara Horvath, Secretary at Ranpak, 7990 Auburn Road, Concord Township, Ohio 44077. The Secretary will forward correspondence relating to the Board’s duties or
responsibilities to the specified recipient. Correspondence that is unrelated to a director’s duties will be handled at the Secretary’s discretion. Stockholders may also submit recommendations of director candidates by following the same
procedures.
Role of the Board in Risk Oversight
The Board oversees our risk management. The Board, directly and through the Audit and other Committees carries out this oversight role by
reviewing the Company’s policies and practices with respect to risk assessment and risk management, and by discussing with management the risks inherent in the operation of our business.
ESG Reporting
To highlight our commitment to ESG practices, we publish an annual ESG Impact Report. For more information, and a copy of our most recent ESG
Impact Report, please visit our website ranpak.com/sustainability.
Board Oversight of Material Environmental and Social Risk
Ranpak takes into account considerations that affect our key stakeholders, including our stockholders, customers, employees, communities,
regulators and suppliers. In recognition of this, our Nominating, Environmental, Social & Governance Committee of the Board oversees, reviews and assesses Ranpak’s corporate social responsibility program and ESG initiatives. The Nominating,
Environmental, Social & Governance Committee reviews our ESG reporting, including our annual ESG Impact Report, and receives regular briefings from our Chief Sustainability Officer. The committee reports to our full Board which has ultimate
responsibility to oversee material ESG risks and opportunities.
Human Capital Resources and Workforce Diversity
We are a global organization that values life experiences, ideas, and cultures that each of our employees bring to Ranpak,
striving to create an atmosphere of acceptance and respect, facilitating an encouraging environment, and helping employees attain professional and educational goals. We are proud to count men and women of all races and ethnicities as members of
our Board, management team, and employee workforce. We are a Charter Pledge Partner in The Board Challenge, which is an initiative to improve diverse representation in corporate U.S. boardrooms. As a Charter Pledge Partner, we acknowledge that
we already have diversity in our boardroom and pledge to use our resources to accelerate change within other companies. We utilize interview guides in our hiring processes to help identify different competencies, such as diversity, equity, and
inclusion competencies, to ensure that new hires are developed in these areas. Additionally, we developed robust anti-bias training to ensure that every potential candidate is given a fair and merit-based evaluation of their skills.
We strive to maintain an active dialogue with our employees and provide employees a comprehensive benefits package including
competitive wages, medical, life, and accident insurance, incentive bonus programs, and a 401(k) plan with an employer matching contribution. We have departmental budgets set aside for training and also provide a tuition reimbursement program
for employees seeking bachelors or masters degrees. Certain employees are also eligible for stock-based compensation programs that are designed to encourage long-term performance aligned with Company objectives. In June 2019 and September 2021,
every employee (excluding those eligible for stock-based compensation programs) received an equity award, providing a community of employee-owners who can personally share in the reward of our collective success.
Note About Website and ESG Impact Reports
The reports mentioned above, or any other information from our website, are not part of, or incorporated by reference into this Proxy Statement.
Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make
assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time and we undertake no obligation to update them,
except as required by law.
Web links to our website throughout this document are provided for convenience only. Please note that information on or accessible through our
website is not part of, or incorporated by reference into, this Proxy Statement.
The following table sets forth the name, age as of April 12, 2023, and position of the nominees for election at the Annual Meeting and the other
current directors of Ranpak Holdings Corp. whose terms extend past the Annual Meeting. The following also includes certain information regarding our directors’ individual experience, qualifications, attributes and skills and brief statements of
those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors (information for Mr. Gliedman and Ms. Tranen is set forth above in “Proposal No. 1 Election of Directors”).
|
Name
|
Age
|
Director Since
|
Position
|
Independent
|
||||
|
Omar Asali
|
52
|
2019
|
Chairman and Chief Executive Officer
|
|||||
|
Thomas F. Corley(3)
|
60
|
2019
|
Director
|
✔
|
||||
|
Pam El(3)
|
65
|
2020
|
Director
|
✔
|
||||
|
Michael A. Jones
|
60
|
2019
|
Director
|
|||||
|
Robert C. King(1)(2)
|
64
|
2019
|
Director
|
✔
|
||||
|
Salil Seshadri(2)(3)
|
46
|
2019
|
Director
|
✔
|
||||
|
Michael S. Gliedman
|
59
|
2020
|
Director and Chief Technology Officer
|
|||||
|
Alicia Tranen(1)(2)
|
50
|
2019
|
Director
|
✔
|
||||
|
Kurt Zumwalt (1) (3)
|
54
|
2020
|
Director
|
✔
|
| (1) |
Member of the Audit Committee
|
| (2) |
Member of the Compensation Committee
|
| (3) |
Member of the Nominating, Environmental, Social & Governance Committee
|
Omar Asali, 52, has served as our Chief Executive Officer and
Chairman of the Board since June 2019, and served as Chief Executive Officer and Chairman of the Board of the special purpose acquisition corporation launched by One Madison Group, One Madison Corporation (OMAD) from September 2017 until the
consummation of the Business Combination. Mr. Asali is also the founder of One Madison Group. Mr. Asali served previously as President and Chief Executive Officer of HRG. Mr. Asali also served as a director of HRG from 2011 to 2017. Mr. Asali was
responsible for overseeing the day-to-day activities of HRG, including M&A activity and overall business strategy. Mr. Asali was also the Vice Chairman of Spectrum Brands and a member of the board of directors of FGL and Front Street Re
Cayman Ltd., each a subsidiary of HRG. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital. Prior to that, Mr. Asali was the cohead of Goldman Sachs Hedge Fund Strategies where he
helped manage approximately $25 billion of capital. Mr. Asali also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division. Mr.
Asali previously worked at Capital Guidance, a boutique private equity firm. Mr. Asali began his career working for a public accounting firm. Mr. Asali received an M.B.A. from Columbia Business School and a B.S. in Accounting from Virginia Tech.
Mr. Asali also currently serves as a director at Plenty Unlimited, Pickle Robots, Carbone Fine Food and Virginia Tech Foundation Board.
Mr. Asali’s qualifications to serve on our Board include: his substantial experience in mergers and acquisitions, corporate
finance and strategic business planning; his track record at HRG and in advising and managing multi-national companies; and his experience serving as a director for various public and private companies.
Thomas F. Corley, 60, has been a member
of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. Mr. Corley served as the Executive Vice President,
Chief Global Revenue Officer for Catalina responsible for all worldwide engagements, retailer and manufacturer revenue from October 2017 to January 2020. Mr. Corley previously served as Chief Operating Officer of Acosta, Inc. from January 2016
until December 1, 2016. While at Acosta, Mr. Corley oversaw the Sales and Foodservice divisions, designed operating strategies, developed a differentiated sales organization and cultivated excellent customer relationships. Prior to serving at
Acosta, Mr. Corley held several senior roles at Kraft Foods Group over a thirty year tenure. Mr. Corley served as an Executive Vice President and President of Retail Sales and Foodservice from October 2012 through July 2015. Prior to that, Mr.
Corley served as Senior Vice President of Sales from June 2009 to October 2012. His additional roles at Kraft included Vice President of Walmart/Customer Development Organization, Area Vice President, East Customer Development Organizations and
Area Vice President of South Area Field Sales Organization. Mr. Corley has extensive experience with customer collaboration, new business development, field sales commercialization, acquisition
integration and organizational development. Mr. Corley also serves on the Board of Directors at Carbone Sauce USA. He currently serves as a Commercial Advisor to Genpact USA, Cacique Foods, Verde Farms, and Plenty, Inc. Mr. Corley has also
been on the TRAX USA Retail Advisory Board since January 2021. He is also a former Board Member/Independent Director for Advantage Sales and Marketing. Mr. Corley received a B.A. in Business Administration and Management from the University of
St. Thomas in Minnesota.
Mr. Corley’s qualifications to serve on our Board include his 35 years of industry experience, senior leadership roles at Kraft
Foods Group, global and data services experience at Catalina and senior relationships across the CPG/Retail industry.
Michael A. Jones, 60, has
been a member of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. He also served as our Vice Chairman and Managing Director, North America from
September 2019 until he stepped down from these roles in November 2022. In December of 2022, Mr. Jones transitioned to President & CEO of Positec North America, while continuing to serve on our Board. Mr. Jones previously served as Chief
Customer Officer of Lowe’s Companies, Inc. from May 2014 through October 2016. In this role, Mr. Jones was responsible for store environment, merchandising, customer experience, marketing, strategy and research for Lowe’s U.S. stores operations.
Prior to this role, Mr. Jones served as the Chief Merchandising Officer of Lowe’s Companies Inc. since January 2013. In this capacity, Mr. Jones was responsible for both domestic and global sourcing for the merchandising offering for Lowe’s U.S.
stores, and U.S. pricing operations. Mr. Jones served as Head of Business Unit Americas and Executive Vice President at Husqvarna AB from June 2011 to January 2013. In this role, Jones led sales, service and manufacturing operations for
Husqvarna’s North and Latin American businesses. Prior to this role, Mr. Jones served as Head of Sales and Service for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the General Manager of Cooking Products within
the appliances division of General Electric (“GE”) from June 2007 to October 2009, and from 1994 to 2007, held various leadership positions with GE in Sales, Service, Product Management and international business. He began his career at GE in
appliance builder sales, and held roles with increasing responsibility during his time at GE, including Chief Commercial Officer in Europe, Middle East and Africa and for GE Consumer and Industrial. He is currently on the Board of Johnson C.
Smith University, and Children’s National in Washington, DC. Mr. Jones received a B.S. in Business Administration from California Coast University in Santa Ana, California.
Mr. Jones’s qualifications to serve on our Board include: his strong business and financial acumen, including the ability to read
operational financials and balance sheets; his sell-side and buy-side analyst experience including presentations to analyst and investors and business positioning; his substantial experience in strategy development and extensive leadership
positions in various companies.
Robert C. King, 64, has been a member of our Board since June 2019,
and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining CytoSport, Mr.
King served as an Advisor to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the North America Pepsi system from 1989 to 2010. Before joining the North America Pepsi system, Mr. King worked in various sales and
marketing positions with E&J Gallo Winery from 1984 to 1989 and with Procter & Gamble from 1980 to 1984. Previously, Mr. King served as an Executive Vice President and President of North America at Pepsi Bottling Group Inc. from November
2008 to 2010, with responsibility for all PBG business in the United States, Canada and Mexico. He served as the President of PBG’s North American business at Bottling Group from December 2006 to November 2008. Mr. King served as the President of
North American Field Operations at Pepsi Bottling Group Inc. from October 2005 to December 2006. He served as Senior Vice President and General Manager of Pepsi Bottling Group’s Mid-Atlantic Business Unit from 2002 to 2005. Mr. King has served as
a Director and advisor to CytoSport, Island Oasis Frozen Cocktail Co., Inc. and Neurobrands, LLC, a producer of premium functional beverages, and Exal Corporation. Mr. King has been an Executive Advisory Partner at Wind Point Partners and
Chairman of Gehl Foods, a WPP portfolio company since May 2015. Mr. King served as a Director of Freshpet Inc. and, currently, he serves as Chairman of Arctic Glacier, a Carlyle LLC portfolio company, since August 2017, and as Chairman of
WernerCo, a Triton Partner portfolio company, since June 2020. Mr. King received a B.A. in English from Fairfield University.
Mr. King’s qualifications to serve on our Board include: his corporate leadership and public company experience; and his more than
41 years of substantial expertise in managing businesses and operations in the consumer packaged goods industry, including his 21 years in the North America Pepsi system.
Pam El, 65, has served as a director since November 2020. She founded
Pam El Consulting in 2019, and currently serves as its CEO. Previously, from 2014 to 2018, Ms. El was EVP and CMO at the National Basketball Association, where she was responsible for global marketing for the NBA, WNBA, and NBA G League. Prior to
her tenure at the NBA, from 2013 to 2014, Ms. El was SVP of Marketing for Nationwide Insurance and from 2002 to 2013, Marketing Vice President of State Farm Insurance, where she led sales and marketing strategy for the U.S. and Canada. She earned
a B.S. in Mass Communications from Virginia Commonwealth University and was recently inducted into the VCU Communications Hall of Fame. She also serves as a Director on the board of IDIQ, an industry leader in credit report and identity theft
monitoring and data breach preparation. Ms. El also serves on national board of the non-profit WISE (Women in Sports & Events).
Ms. El’s qualifications to serve on our Board include: her extensive corporate leadership experience and marketing experience.
Salil Seshadri, 46, has been a member of our Board since June 2019.
Mr. Seshadri is the Chief Investment Officer and founding partner of JS Capital Management LLC, a private investment firm that he started with Jonathan Soros in January 2012. JS Capital invests across public and private markets with an emphasis
on owning a handful of high quality, durable, operating businesses. Prior to joining JS Capital, Mr. Seshadri was a senior member of the investment team of Soros Fund Management, where he served from 2009 to 2011, with a focus on fundamentally
oriented investments. Prior to joining Soros Fund Management, Mr. Seshadri was employed for nearly a decade by Goldman Sachs Group, Inc. At Goldman Sachs, Mr. Seshadri served as Vice President in Goldman Sachs’ Hedge Fund Strategies group from
2002 to 2008. Currently, Mr. Seshadri serves as a Board member or Observer for private companies such as WheelsEye, Plenty, Pickle Robot, MUSIC, Anello Photonics and Carbone Fine Foods. Mr. Seshadri received a B.A. in Economics, with a
concentration in Psychology from Columbia University.
Mr. Seshadri’s qualifications to serve on our board of directors include: his strong business and financial acumen, including the
ability to read operational financials and balance sheets; his extensive experience as an investor in public and private companies of all sizes across multiple industries; his background evaluating the financial performance of both public and
private companies; and his experience as a director and/or a significant stockholder in numerous companies.
Kurt Zumwalt, 54, has been a member of our Board since March 2020. Mr. Zumwalt served as Treasurer of Amazon.com from 2014 to August 2019, where he led global cash and portfolio management, debt financing,
foreign exchange, risk management and treasury-related technology infrastructure. Prior to joining Amazon.com as assistant treasurer in 2004, he served in various financial and treasury roles at PACCAR, ProBusiness Services, Wind River Systems
and Intel Corporation. While Treasurer at Amazon, Mr. Zumwalt was a member of the SEC Filing Disclosure and Enterprise Risk Management Committees as well as on the board of directors of over 100 Amazon Subsidiaries. He also currently serves on
the board of directors of Omeros Corporation. He has previously served on the board of the United States Tennis Association (USTA) and the USTA Foundation from 2019 through 2022. Mr. Zumwalt received an M.B.A. from the Foster School of
Business at the University of Washington and a B.A. from the University of Pennsylvania.
Mr. Zumwalt’s qualifications to serve on our Board include: his strong business and financial acumen, including expertise in
accounting standards and with financial statements.
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board has engaged KPMG LLP (“KPMG”), as our independent registered public
accounting firm for the fiscal year ending December 31, 2023, and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of KPMG is expected to be present at the Annual Meeting, and will have an
opportunity to make a statement if they desire to do so, and will be available to respond to questions.
Neither our bylaws nor other governing documents or applicable law require stockholder ratification of the selection of KPMG as our independent
registered public accounting firm. However, the Audit Committee is submitting the selection of KPMG to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee
will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they
determine that such a change would be in the best interests of the Company and our stockholders.
Change in Accountants
On May 27, 2022, the Audit Committee approved the engagement of KPMG as the Company’s independent registered public accounting firm to audit the
Company’s consolidated financial statements for the year ending December 31, 2022. Accordingly, Deloitte & Touche LLP (“Deloitte”), the Company’s previous independent registered public accounting firm,
was informed that it was dismissed and would be replaced by KPMG as the Company’s independent registered public accounting firm effective immediately.
The reports of Deloitte on the Company’s consolidated financial statements for each of the years ended December 31, 2021 and 2020, did not contain
an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December 31, 2021 and 2020, and the subsequent interim period through May 27, 2022, there were no disagreements with
Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make a reference to the
subject matter of the disagreement in connection with its reports covering such years. In addition, there were no “reportable events,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K during the years ended December 31, 2021 and
2020, and the subsequent interim period through May 27, 2022.
The Company provided Deloitte with a copy of the foregoing disclosures prior to the filing of the Company’s Current Report on Form 8-K filed with
the SEC on June 3, 2022 and requested that Deloitte furnish a letter addressed to the SEC stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree. Deloitte furnished the requested letter,
stating its agreement with such disclosures related to Deloitte, and a copy is attached as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2022.
During the years ended December 31, 2021 and 2020, and the subsequent interim period through May 27, 2022, neither the Company nor anyone on the
Company’s behalf consulted with KPMG regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial
statements, and no written report or oral advice was provided to the Company by KPMG that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
Principal Accountant Fees and Services
The following table provides information regarding the fees incurred to KPMG and Deloitte during the fiscal year ended December 31, 2022 and to Deloitte during the
fiscal year ended December 31, 2021. The Audit Committee approved all of the fees described below.
|
Fiscal Year Ended
|
||||||||
|
December 31, 2022
|
December 31, 2021
|
|||||||
|
Audit Fees (1)
|
$
|
1,927,788
|
$
|
1,010,589
|
||||
|
Tax Fees (2)
|
-
|
266,730
|
||||||
|
Audit-Related Fees (3)
|
-
|
87,126
|
||||||
|
All Other Fees (4)
|
-
|
45,000
|
||||||
|
Total Fees
|
$
|
1,927,788
|
$
|
1,409,445
|
||||
| (1) |
Audit fees for years-ended 2022 and 2021 consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements, and review of the financial statements included in the Company’s Form
10-Q filings and services that are normally provided by KPMG in connection with regulatory filings. KPMG began providing these services in the second quarter of 2022. Deloitte provided these services in the first quarter of 2022 and the
year ended 2021.
|
| (2) |
Fees for professional services performed with respect to tax compliance, tax advice and tax planning.
|
| (3) |
Fees for assurance and related services that are reasonably related to the performance of the audit or review of our year-end consolidated financial statements and internal controls. Fees for comfort processes in coordination with
Company’s registration statements filings.
|
| (4) |
Fees for year ended 2021 related to consultation on the Company's position as a result of the SEC’s April 2021 guidance on SPAC transactions.
|
Pre-Approval Policies and Procedures
The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent
auditors. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent auditors as provided under the Audit
Committee charter. The Audit Committee may delegate its authority to pre-approve services to the Chair of the Committee, provided that such designees present any such approvals to the full Audit Committee at the next Audit Committee
meeting.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any
filing of Ranpak under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The primary purpose of the Audit Committee is to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions
are more fully described in its charter. Management has the primary responsibility for our financial statements and reporting processes, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed and discussed with management Ranpak’s audited financial statements as of and for fiscal year 2022.
The Audit Committee has discussed with KPMG, the Company’s independent registered public accounting firm, the matters required to be discussed by
the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received from KPMG the written disclosures and the letter
required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG their independence. Finally, the Audit Committee discussed with KPMG, with and
without management present, the scope and results of KPMG’s audit of Ranpak’s audited financial statements as of and for fiscal year 2022.
Based on these reviews and discussions, the Audit Committee has recommended to our Board that such audited financial statements be included in our
Annual Report on Form 10-K for fiscal year 2022 for filing with the SEC. The Audit Committee also has engaged KPMG as our independent registered public accounting firm for fiscal year 2023 and is seeking ratification of such selection by the
stockholders.
Audit Committee
Robert C. King, Chair
Alicia Tranen
Kurt Zumwalt
NON-BINDING ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS
We are asking our stockholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers for 2022 as
described in this Proxy Statement, in accordance with the requirements of Section 14A of the Exchange Act. As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation program is designed to drive
and reward performance and align the compensation of our named executive officers with the long-term interests of our stockholders. Please read the “Compensation Discussion and Analysis” and the compensation tables and narrative disclosure that
follow for additional details about our executive compensation program, including information about the 2022 compensation of our named executive officers.
This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on our named executive
officers’ compensation as a whole. This vote is not intended to address any specific element of compensation but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy
Statement. Our Board and our Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program objectives.
Accordingly, we are asking our stockholders to vote “For” the following resolution:
RESOLVED, that the stockholders hereby approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers,
as described in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative
disclosure that accompanies the compensation tables.
Vote Required
The approval of this non-binding advisory proposal requires the affirmative vote of a majority of votes
cast. Broker non-votes will not affect the outcome of the proposal as they are not counted as votes cast.
While we intend to carefully consider the voting results of this proposal, this vote is advisory and therefore not binding on the Company, the
Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy
Statement, we will consider those stockholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THIS PROXY STATEMENT.
Compensation Discussion and Analysis
Overview
This Compensation Discussion and Analysis (the “CD&A”) describes our executive compensation philosophy, process,
objectives, and material elements of our compensation program for our “named executive officers” (“NEOs”) for fiscal 2022 who are named in the “Summary Compensation Table.” This CD&A should be read
together with the compensation tables and related disclosures set forth below. In 2022, our NEOs and their positions were as follows:
| • |
Omar Asali, our Chairman and Chief Executive Officer;
|
| • |
Bill Drew, our Senior Vice President and Chief Financial Officer;
|
| • |
Eric Laurensse, our Managing Director, Europe;
|
| • |
Antonio Grassotti, our Managing Director, APAC; and
|
| • |
Michael A. Jones, our former Vice Chairman and Managing Director, North America (1).
|
| (1) |
Mr. Jones stepped down from this role on November 30, 2022 but continues to serve as a non-employee member of our Board.
|
While the principal purpose of this CD&A is to review the compensation of our NEOs, many of the programs discussed apply to other members of senior management who,
together with our NEOs, are collectively referred to herein as our “executive officers” or “executives.”
Executive Summary
Compensation Philosophy and Objectives
Our compensation program is designed to attract, retain and motivate our executives who drive the Company’s success. We believe that a strong
performance-focused executive compensation program is essential to enable the Company to achieve its corporate performance goals in the competitive protective packaging industry and drive stockholder value. We seek to achieve these objectives
through a compensation program that:
Compensation Elements and Pay Mix
Consistent with our compensation philosophy, the majority of our NEOs’ target total direct compensation in fiscal 2022 was variable and at-risk,
reflecting our belief that a significant amount of executive compensation should be tied to performance for executives who bear higher levels of responsibility with respect to overall Company performance. For both our CEO and our former Managing
Director, North America, 100% of their 2022 total direct compensation was in the form of equity incentive awards, and 100% of that compensation was “at risk” in the form of PRSUs. Approximately 62.5% of the 2022 total target direct compensation
of our other NEOs was at-risk, consisting of annual cash bonuses and PRSUs.
|
Element
|
Purpose
|
Key Characteristics
|
|||||
|
Fixed
|
Base Salary
|
This pay element is intended to provide a fixed component of compensation that is commensurate with each executive’s experience, role and responsibilities.
We note that two of our NEOs, our CEO Omar Asali and our former Managing Director, North America Michael A. Jones, did not receive a base salary for 2022 and received all of their compensation in the form of
equity awards.
|
Provides a steady source of income to our executive officers in line with the Company’s historic practices (including before we were public) and market practice. The only portion of compensation that is not
“at risk”.
|
||||
|
Variable
|
Annual Cash Bonus
|
This element is designed to motivate senior executives and reward the achievement of specific performance goals that support our business strategy.
We note that two of our NEOs, our CEO Omar Asali and our former Managing Director, North America Michael A. Jones, did not receive an annual cash bonus for 2022 and received all of their compensation in the form
of equity awards.
|
Payouts are determined based on achievement of adjusted EBITDA** (“AEBITDA”) targets for 2022, as established by our Board.
|
||||
|
Annual Equity Incentive Awards
|
This element is intended to align the interests of executives with long-term stockholder value and serve to attract and retain executive talent.
|
PRSUs may be earned at 0-150% of target based on achievement of AEBITDA targets for 2022, as established by our Board. Target PRSUs vest over a three-year period.
|
** AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest
expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.
Our executive compensation program and practices are designed to reinforce our pay-for-performance philosophy and incorporate the following
corporate governance best practices designed to protect the interests of our stockholders. As the labor market continues to be fluid and dynamic, we will continue to evaluate our compensation program and practices relative to our market peers.
We use traditional compensation elements of base salary, annual cash incentives, long-term equity incentives, and employee benefits to deliver
attractive and competitive compensation rewards to our executives for driving stockholder value. Our fiscal 2022 incentive program consisted of regular annual cash bonuses and PRSUs. In addition, we have in place a special long-term incentive
program (the “LTIP PRSUs”) that were granted in 2021. We believe that this LTIP PRSU program provides our executives with an additional incentive to drive toward an even greater profitability over the long
term. This program will have value for executives only if the Company achieves and maintains significant profitability over multiple years, and it provides significant upside opportunity for outsized achievements. For more information about LTIP
PRSUs, see section titled “LTIP PRSUs” in our 2021 CD&A in our proxy statement filed with the SEC on April 12, 2022.
The amount of pay that is performance-based for an executive is directly related to the level of responsibility held by the position; accordingly,
our highest ranked executive has the most performance-based pay as a percentage of total compensation. We set realistic but challenging goals in our annual cash incentive and long-term performance plans. In each case, if our executive officers
fail to meet the threshold pre-determined performance goals, the award will not be earned. In executing our compensation program and determining executive compensation, we are guided by the following corporate governance best practices:
Executive Compensation Process
Role of the Compensation Committee, Management and the Board
Role of the Compensation Committee
The Compensation Committee discharges many of the responsibilities of our Board relating to the compensation of our executive officers, including
our NEOs, and the non-employee members of our Board. The Compensation Committee has overall responsibility for overseeing our compensation and benefits philosophy and policies generally, overseeing and evaluating the compensation plans, policies
and practices applicable to our CEO and our other executive officers, and ensuring that the target total direct compensation opportunities of our executive officers, including our NEOs, are consistent with our compensation philosophy and
objectives.
The members of the Compensation Committee are appointed by our Board, and each member is an independent director within the meaning of the
independent director guidelines of the NYSE. Currently, the members of the Compensation Committee are Messrs. Seshadri and King and Ms. Tranen, with Mr. Seshadri serving as the chair of the committee.
The Compensation Committee reviews our executive compensation program annually on a calendar year basis, generally in February. The Compensation
Committee draws on a number of resources to assist in the evaluation of the various components of our executive compensation program including, but not limited to, input from our CEO and information provided in the public filings of industry
peers and similarly situated companies in other industries. In addition, as described below under “Role of the Compensation Consultant,” the Compensation Committee has engaged an independent compensation consultant who will provide advice on the
Company’s executive compensation program on a regular basis going forward.
The Compensation Committee relies upon the judgment of its members in making compensation decisions. In addition, the Compensation Committee
incorporates judgment in the assessment process to respond to and adjust for the evolving business environment. The members of the Compensation Committee have extensive experience in executive management, as well as compensation practices and
policies.
In addition to reviewing and approving executive compensation, our Compensation Committee administers the Ranpak Holdings Corp. 2019 Omnibus
Incentive Plan, as amended (the “2019 Omnibus Plan”).
Role of Management
Our CEO typically makes recommendations to our Compensation Committee (other than with respect to his own compensation), attends certain
Compensation Committee meetings, and is involved in the process for determining our NEOs’ compensation; provided that the CEO does not make any recommendation as to his own compensation nor does he participate in deliberations about or
determinations of his own compensation. Our Compensation Committee considers management recommendations but are not required to follow any recommendations and may adjust compensation up or down as they determine in their discretion. Our
Compensation Committee reviews the recommendations of management, and other data in determining each NEO’s total compensation, as well as each individual pay component.
Role of the Compensation Consultant
The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities and has engaged Frederic W.
Cook & Co. (“FW Cook”) as its independent compensation consultant. FW Cook regularly advises the Compensation Committee on its executive compensation programs and overall compensation design, as well as
peer company compensation practices.
Use of Comparative Market Data
For purposes of comparing our executive compensation program against the competitive market, the Compensation Committee considers recommendations
from the CEO, and obtains input from its compensation consultant. The Compensation Committee does not use a single method or measure in making its compensation decisions, nor does it position compensation levels based upon a specific or target
level relative to a peer group or other companies. Nonetheless, the pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our
compensation practices are competitive in the marketplace. The Compensation Committee, with assistance from FW Cook and input from management, establishes Ranpak’s comparative peer group. The selection process begins with a list of potential
peer companies, which is filtered using various criteria to determine the final list of peer companies, including but not limited to:
| • |
Companies in similar industries
|
| • |
Competitors for executive talent
|
| • |
Companies that consider Ranpak a peer, are peers of our direct competitors, or are considered to be our peers by third parties (i.e., analysts and proxy advisors)
|
| • |
Companies that fit certain desired financial size criteria, such as revenue, market cap, profitability, margin, etc.
|
In preparation for making 2023 compensation decisions, the Compensation Committee reviewed the existing compensation peer group in consultation
with the independent compensation consultant for continued financial and business fit. The table below reflects list of the 15 peer group companies utilized to inform compensation decisions for our NEOs for fiscal 2023. Based on data compiled
by FW Cook at the time of the peer group review, our revenues and market capitalization were at the 29th and 28th percentiles, respectively, in relation to the 2023 peer group.
|
Allied Motion
(AMOT)
|
CECO Environmental
(CECO)
|
Chase Corporation
(CCF)
|
Columbus McKinnon
(CMCO)
|
|
DMC Global
(BOOM)
|
The Eastern Company
(EML)
|
Enerpac Tool Group
(EPAC)
|
ESCO Technologies
(ESE)
|
|
Graham Corporation
(GHM)
|
Hurco Companies
(HURC)
|
Kadant
(KAI)
|
Myers Industries
(MYE)
|
|
Powell Industries
(POWL)
|
TriMas
(TRS)
|
UFP Technologies
(UFPT)
|
Generally, the Compensation Committee evaluates the compensation of our executive officers relative to the median of the competitive market.
However, as discussed hereafter, various other factors are taken into consideration in determining our executive officers’ compensation and the Compensation Committee does not target compensation at any specific level relative to the competitive
market. When reviewing our current executive compensation arrangements and approving each compensation element and the target total direct compensation opportunity for our executive officers, the Compensation Committee considers the following
factors:
| • |
Each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at other comparable companies in our industry;
|
| • |
Each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at other comparable companies in our industry;
|
| • |
Our performance against the financial and operational objectives established by the Compensation Committee and our Board;
|
| • |
The compensation practices of our competitors; and
|
| • |
The recommendations provided by our CEO with respect to the compensation of our other executive officers.
|
Analysis of Fiscal 2022 Compensation
In 2022, the principal elements of our executive compensation program were as follows:
| • |
Base salary;
|
| • |
Annual cash bonus; and
|
| • |
Annual equity incentive awards in the form of PRSUs.
|
Base Salary
Base salary represents the fixed portion of the compensation of our executive officers, including our NEOs, and is an important element of
compensation intended to attract and retain highly talented individuals. The base salaries of our executive officers may be adjusted by the Compensation Committee in the event of a promotion or significant change in responsibilities. Messrs.
Asali and Jones do not receive a base salary in respect of their services and instead are compensated entirely in the form of equity awards, as discussed further below.
The base salaries of our NEOs for fiscal 2022 are shown in the Summary Compensation Table below. Mr. Drew received an increase in base salary in
2022 from the 2021 level of approximately 8%, Mr. Laurensse received an increase in base salary in 2022 from the 2021 level of approximately 3%, and Mr. Grassotti received an increase in base salary in 2022 from the 2021 level of approximately
3%, in each case, as part of our regular annual merit-based compensation review. Otherwise, there were no material changes to our NEOs’ base salaries.
Annual Cash Bonuses
We maintain an annual cash bonus program for our executive officers, in which our NEOs (other than Messrs. Asali and Jones) are eligible to
participate. Such awards are designed to motivate our executive officers to focus on company priorities. The annual bonus was eligible to be earned based on the attainment of AEBITDA targets established by our Board, as described below:
|
AEBITDA** (in millions)
|
Percentage Payout
|
||||
|
Less than $111.7
|
0
|
%
|
|||
|
Threshold: $111.7
|
15
|
%
|
|||
|
Target: $131.4
|
100
|
%
|
|||
|
Maximum: $153.3 or greater
|
200
|
%
|
|||
** AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest
expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.
We use AEBITDA as our sole bonus performance metric because we believe that at this stage in the Company’s maturity, this measure is most
reflective of our profitability, growth and stockholder value. If our AEBITDA is below the threshold level, no bonuses will be paid. At this time, we do not include an individual performance component in our annual bonus program formula, and so
bonus payouts were determined based solely on our achievement of the AEBITDA metric.
For 2022, our actual AEBITDA was $66.8 million, resulting in a percentage payout of 0% for each of our executive officers who participated in the
program. We do not include an individual component in our annual bonus program formula, and there were no further adjustments, so each of our NEOs received an annual bonus of 0% of their target bonus amount, as set forth below:
|
Name
|
Target Bonus
($)
|
Actual 2022 Bonus
|
|||||||
|
Omar Asali
Chief Executive Officer and Chairman
|
N/A
|
N/A
|
|||||||
|
Bill Drew
Chief Financial Officer
|
114,000
|
0
|
|||||||
|
Eric Laurensse
Managing Director, Europe
|
137,151
|
0
|
|||||||
|
Antonio Grassotti
Managing Director, APAC
|
157,738
|
0
|
|||||||
|
Michael A. Jones
Former Vice Chairman and Managing Director, North America
|
N/A
|
N/A
|
|||||||
Annual Equity Incentive Awards
Since the Ranpak Business Combination in 2019, we have used RSUs and PRSUs as our annual equity incentive awards. Starting in 2022, we only
granted PRSUs, instead of a combination of RSUs and PRSUs, in furtherance of our pay-for-performance commitment. We believe that providing long-term incentive compensation in the form of PRSUs is a critical element of our executive compensation
program as it reinforces our pay-for-performance culture and aligns employees’ interests and contributions with the long-term interests of the Company’s stockholders. PRSUs also encourage achievement of our AEBITDA goals. In addition, our
Compensation Committee and Board believe that offering meaningful equity ownership in the Company is helpful in retaining our NEOs and other key employees.
The table below sets forth the target grant date fair value of the annual PRSUs granted to our NEOs in fiscal 2022:
|
Fiscal 2022 Annual Equity Incentive Awards
|
PRSUs ($)
|
||||
|
Omar Asali
|
1,267,759
|
||||
|
Bill Drew
|
422,579
|
||||
|
Eric Laurensse
|
482,964
|
||||
|
Antonio Grassotti
|
280,250
|
||||
|
Michael A. Jones
|
1,267,759
|
||||
The 2022 PRSUs were eligible to be earned between 0% and 150% of the target level based on the Company’s achievement of AEBITDA during 2022 as
follows:
|
AEBITDA
|
Percentage of PRSUs Earned
|
||||
|
Less than $111.7
|
0
|
%
|
|||
|
Threshold: $111.7
|
15
|
%
|
|||
|
Target: $131.4
|
100
|
%
|
|||
|
Maximum: $151.1 or greater
|
150
|
%
|
|||
AEBITDA has the same meaning as described above under “Annual Cash Bonuses” above.
Any PRSUs that were earned vest over three years. For 2022, our actual AEBITDA was $66.8 million, and so 0% of the target 2022 PRSUs for each of
our executive officers was earned.
At this stage in our maturity, we decided to use the AEBITDA in the year of grant to determine our PRSU payout levels because we think it is
important to apply a performance measure to our equity awards in order to drive performance and stockholder alignment. As we evolve into a more mature public company, we may consider implementing multi-year performance metrics and additional
performance measures.
Other Compensation
Company 401(k) Plan
The Company maintains a 401(k) retirement savings plan for its employees in the United States, including the NEOs who satisfy certain eligibility
requirements. Mr. Drew was eligible to participate in the 401(k) plan on the same terms as other full-time employees and received matching contributions equal to 50% of the first 6% of his individual contributions.
Retirement Plan
The Company makes an annual contribution to a pension plan, which is a Dutch government-required pension plan (the “Dutch Retirement Plan”), on behalf of Mr. Laurensse. The Dutch Retirement Plan is a collective defined contribution plan administered in compliance with governing pension legislation in The Netherlands. Other than through the
Dutch Retirement Plan, we do not provide defined benefit pension plans to any of our NEOs.
Employee Benefits and Perquisites
All of the Company’s full-time employees, including the NEOs, are eligible to participate in the Company’s health and welfare plans, including
medical, dental and vision benefits, medical and dependent care flexible spending accounts, health savings accounts, short-term and long-term disability insurance and life insurance, as applicable.
As part of their compensation package, Mr. Laurensse is entitled to the use of a company car and Mr. Grassotti is entitled to car allowance
payments, which includes fuel, maintenance and insurance. In 2022, the estimated value for the use of the company car was $20,966 for Mr. Laurensse and the car allowance was $26,437 for Mr. Grassotti. Ranpak provided this benefit to help ensure
that Mr. Laurensse and Mr. Grassotti would be able to devote their full business time to Ranpak’s affairs and to make employment at Ranpak attractive at a relatively modest cost to Ranpak. Additionally, Mr. Grassotti was entitled to $83,720 to
help subsidize housing payments.
Employment Arrangements and Severance
Employment Agreements
The Company entered into offer letter agreements with Messrs. Asali, Jones and Drew. The offer letters with Messrs. Asali, Jones and Drew, each
effective as of June 3, 2019, provide for at-will employment. The offer letters do not provide for any severance entitlements.
In addition, Mr. Jones is subject to non-solicitation restrictions for a period of 24 months following a termination of employment and
non-competition restrictions for a period of 12 months following a termination of employment.
The Company entered into an employment agreement with Mr. Laurensse, which provides for an annual base salary and an annual holiday allowance
equal to 8% of his gross base salary. In addition, Mr. Laurensse is entitled to a company car allowance, which equaled $20,966 in 2022. Ranpak also makes a premium contribution to Mr. Laurensse’s health care and provides Mr. Laurensse with a
pension benefit pursuant to a Dutch government-required pension plan, on the same terms and conditions as other employees of Ranpak B.V.
Termination and Change in Control Benefits
Prior to the Ranpak Business Combination, a subsidiary of our predecessor company entered into a severance and non-competition agreement with Mr.
Grassotti in November 2015 (the “Severance Agreement”). The Severance Agreement provides that in the event that Mr. Grassotti is terminated without “cause” or resigns for “good reason” (as each such term is
defined in the Severance Agreement), subject to his signing a release of claims, he is entitled to receive the following: (i) a continuation of his base salary for 12 months following the separation date, (ii) any earned but unpaid annual bonus
for the year prior to termination, (iii) any earned bonus for the year of termination, (iv) an amount to cover the remaining contractual commitments incurred by Mr. Grassotti for housing, car and medical expenses, in each case not to exceed Mr.
Grassotti’s allowance for a particular expense and (v) an amount of up to SGD 7,000 for costs incurred for a move from Singapore to a location of Mr. Grassotti’s choice. The Severance Agreement also provides that Mr. Grassotti is subject to
non-competition and non-solicitation restrictions for a period of 24 months following a termination of employment.
Mr. Laurensse is not entitled to any severance payment upon a termination of employment; however, he is entitled to a three-month notice period
(or a payment in lieu thereof) if his employment is terminated by the company, in addition to any severance or benefit he may be entitled to under Dutch labor laws.
As noted above, effective November 30, 2022, Mr. Jones stepped down from his role as Vice Chairman and Managing Director, North America. Mr. Jones
continues to serve as a non-employee member of our Board. In connection with his change in role, Mr. Jones and the Company agreed to a separation and release of claims agreement. The separation and release of claims agreement provides that in
connection with Mr. Jones’ change in role, his outstanding annual equity awards will continue to vest under the terms of the 2019 Omnibus Plan and the applicable award agreements. Notwithstanding Mr. Jones’ continued service as a non-employee
director, his special long-term PRSUs that were granted pursuant to an award agreement dated as of March 3, 2020 were forfeited for no consideration as of November 30, 2022. Mr. Jones also received health insurance coverage through December 31,
2022. Except as described above, Mr. Jones did not receive any other compensation or benefits and will not participate in any future employee benefit arrangements of the Company after November 30, 2022. In connection with his service as a
non-employee director, he received 1,084 fully vested shares of stock in lieu of cash for his service during the remainder of 2022 and will be compensated pursuant to the Company’s non-employee director compensation policies going forward.
Other than the agreements described above, the Company does not have any employment agreements with its NEOs. In addition, we do not maintain any
formal severance plan or agreements for our NEOs. Upon a termination of employment and/or a change in control, any outstanding equity awards will be treated in accordance with their terms, described further below under “Potential Payments Upon
Termination or Change in Control.”
CEO Pay Ratio
We are required by SEC rules and regulations to disclose the annual total compensation for our CEO and an estimate of the median annual total
compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for our median employee (the “Pay Ratio Disclosure”).
For 2022, the estimated median annual total compensation of all employees of the Company (other than our CEO) was $65,791. Our CEO’s annual total
compensation for 2022 for purposes of the Pay Ratio Disclosure was $1,267,759, as set forth in the Summary Compensation Table below. Based on this information, for 2022, the ratio of the compensation of the CEO to the median annual total
compensation of all other employees was estimated to be 19 to 1.
To identify, and to determine the annual total compensation of, the median employee, we used the following methodology: a listing was prepared of
our employee population as of December 31, 2022. We annualized the compensation of any permanent employees, employed either part-time or full-time, who were employed by us for less than the full fiscal year. We then compared actual cash
compensation received for 2022 for those employees on an annualized basis, consisting of base salary amounts paid in 2022 and annual cash bonus awards actually paid or payable in 2023 in respect of 2022. We identified our median employee using
this compensation measure, which was consistently applied to all of our employees across the employee population. Using this methodology, we determined that the median employee was a full-time, hourly employee located in the United States.
With respect to the annual total compensation of the “median employee”, we identified and calculated the elements of such employee’s compensation
in accordance with SEC rules and regulations. This calculation is the same used for our named executive officers as set forth in the Summary Compensation Table earlier in this Proxy Statement. With respect to the annual total compensation of our
CEO, we used the amount reported in the “Total” column of the Summary Compensation Table.
Clawback Policy
In light of the SEC’s release of its final clawback rule in October 2022 and the NYSE’s proposed listing standards issued in February 2023
implementing the rule, the Board and management are reviewing the final rule and intend to adopt a compliant clawback policy once the proposed NYSE listing standards are finalized and approved by the SEC.
Anti-Hedging and Pledging Policy
Our Insider Trading Policy covers hedging and pledging. Employees and directors are prohibited from engaging in any hedging transactions
(including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s
equity securities. However, holding and exercising employee stock options, RSUs, PRSUs or other equity-based awards granted under our equity compensation plans is not prohibited. Employees and directors may not pledge Company securities without
the Company’s prior approval.
Tax and Accounting Considerations
The Compensation Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and
arrangements, although they are not the only factors considered. In some cases, other important considerations may outweigh tax or accounting considerations and the Compensation Committee maintains the flexibility to compensate our officers in
accordance with the Company’s compensation philosophy.
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the deductibility of compensation to $1 million per year for
certain named executive officers of the Company, except that historically Section 162(m) provided for an exemption for compensation that qualified as “performance-based compensation.” In the past, several elements of our named executive officers’
compensation were intended to be deductible under Section 162(m) as performance-based compensation. The Tax Cuts and Jobs Act of 2017 repealed the exemption from the Section 162(m) deduction limit for performance-based compensation, effective for
taxable years beginning after December 31, 2017. As a result, we expect that compensation paid to our named executive officers in excess of $1 million generally will not be deductible.
EXECUTIVE COMPENSATION TABLES
2022 Summary Compensation Table
The following table sets forth compensation information concerning the compensation paid and awards granted to each of our NEOs for services
rendered to the Company in all capacities during the years ended December 31, 2022, 2021 and 2020.
|
Name and Principal Position
(1)
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)(2)
|
Total
($)
|
||||||||||||||||||||||
|
Omar Asali
Chief Executive Officer and Chairman
|
2022
|
-
|
-
|
1,267,759
|
-
|
-
|
-
|
1,267,759
|
||||||||||||||||||||||
|
|
2021
|
-
|
-
|
23,354,484
|
-
|
-
|
-
|
23,354,484
|
||||||||||||||||||||||
|
|
2020 |
-
|
-
|
1,486,793
|
-
|
-
|
-
|
1,486,793
|
||||||||||||||||||||||
|
Bill Drew
Chief Financial Officer
|
2022
|
285,000
|
-
|
422,579
|
-
|
-
|
9,150
|
716,729
|
||||||||||||||||||||||
|
|
2021
|
263,740
|
-
|
3,680,199
|
212,180
|
-
|
8,700
|
4,164,819
|
||||||||||||||||||||||
|
Eric Laurensse
Managing Director, Europe (3)(4)
|
2022
|
274,302
|
|
482,964
|
-
|
-
|
36,353
|
793,619
|
||||||||||||||||||||||
|
|
2021
|
299,029
|
-
|
3,903,709
|
276,879
|
-
|
46,758
|
4,526,375
|
||||||||||||||||||||||
|
|
2020
|
274,882
|
48,544
|
520,378
|
102,798
|
42,156
|
988,758
|
|||||||||||||||||||||||
|
Antonio Grassotti
Managing Director, APAC (3)
|
2022
|
394,346
|
-
|
280,250
|
-
|
-
|
96,938
|
771,534
|
||||||||||||||||||||||
|
|
2021
|
397,445
|
-
|
2,528,299
|
317,956
|
100,631
|
3,344,331
|
|||||||||||||||||||||||
|
Michael A. Jones (3)
Former Vice Chairman and Managing Director, North America
|
2022
|
-
|
-
|
1,267,759
|
-
|
-
|
6,363
|
(5)
|
1,274,122
|
|||||||||||||||||||||
|
|
2021
|
-
|
-
|
7,233,684
|
-
|
-
|
-
|
7,233,684
|
||||||||||||||||||||||
|
|
2020
|
-
|
-
|
1,651,994
|
-
|
-
|
-
|
1,651,994
|
||||||||||||||||||||||
| (1) |
This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted, which for 2022 consists of PRSUs. The grant date fair value of PRSU awards was calculated based
on the expected value of the possible outcomes of the performance conditions related to these awards in accordance with FASB ASC Topic 718 (excluding the effects of estimated forfeitures).
|
The value of the 2022 PRSUs on the grant date, assuming the highest level of performance conditions will be achieved, is $1,901,639 for Mr.
Asali and Mr. Jones; $633,880 for Mr. Drew; $724,457 for Mr. Laurensse; and $420,375 for Mr. Grassotti.
| (2) |
Amounts under the “All Other Compensation” column for 2022 include: (i) for Mr. Drew, $9,150 in 401(k) matching contributions paid by the Company; (ii) for Mr. Laurensse, a car allowance (including
insurance, maintenance, and fuel) of $20,966, and $15,387 in pension contributions; and (iii) for Mr. Grassotti, a car allowance (including insurance, maintenance, and fuel) of $26,437 and $70,501 in housing.
|
| (3) |
The values provided for Mr. Laurensse and Mr. Grassotti are in USD and are based on an exchange rate of 1:1.0538 Euros to USD.
|
| (4) |
Base salary for Mr. Laurensse includes holiday pay equal to $20,319 for 2022.
|
| (5) |
Mr. Jones stepped down from his role on November 30, 2022 and continued to serve as a non-employee member of the Board. He received 1,084 fully vested shares of stock in lieu of cash for his service as
a non-employee director of the Board during the remainder of 2022.
|
Grants of Plan Based Awards
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1)
|
Estimated Future Payouts Under Equity
Incentive Plan Awards
|
||||||||||||||||||||||||||||||
|
Name
(a)
|
Grant Date
(b)
|
Threshold
($)
(c)
|
Target
($)
(d)
|
Maximum
($)
(e)
|
Threshold
(#)
(f)
|
Target
(#)
(g)
|
Maximum
(#)
(h)
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
(i)
|
Grant Date Fair
Value of Stock
and Option
Awards ($)(3)
(l)
|
||||||||||||||||||||||
|
Omar Asali
|
|||||||||||||||||||||||||||||||
|
PRSUs(2)
|
03/03/2022
|
8,282
|
55,216
|
82,824
|
1,267,759
|
||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
|
Bill Drew
|
|||||||||||||||||||||||||||||||
|
Annual Incentive Plan
|
17,100
|
114,000
|
228,000
|
||||||||||||||||||||||||||||
|
PRSUs(2)
|
03/03/2022
|
2,761
|
18,405
|
27,608
|
422,579
|
||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
|
Eric Laurensse
|
|||||||||||||||||||||||||||||||
|
Annual Incentive Plan
|
20,573
|
137,151
|
274,302
|
||||||||||||||||||||||||||||
|
PRSUs(2)
|
03/03/2022
|
3,155
|
21,035
|
31,553
|
482,964
|
||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
|
Antonio Grassotti
|
|||||||||||||||||||||||||||||||
|
Annual Incentive Plan
|
23,661
|
157,738
|
315,476
|
||||||||||||||||||||||||||||
|
PRSUs(2)
|
03/03/2022
|
1,831
|
12,206
|
18,309
|
280,250
|
||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
|
Michael A. Jones
|
|||||||||||||||||||||||||||||||
|
PRSUs(2)
|
03/03/2022
|
8,282
|
55,216
|
82,824
|
1,267,759
|
||||||||||||||||||||||||||
(1) The 2022 Annual Incentive Plan represents the threshold, target, and maximum awards set under the program. The actual amount paid for 2022
is included in the Summary Compensation Table on page 28 under the column titled ”Non-Equity Incentive Plan Compensation.”
(2) Amounts shown are the threshold, target and maximum number of units that can be distributed under the 2022 PRSUs awarded, based on the
extent to which the performance goals are achieved under these awards, as further described in the section titled “Analysis of Fiscal 2022 Compensation—Annual Equity Incentive Awards” on page 24. Earned PRSUs, if any, can range from 0% to
150% of target.
(3) This column shows the grant date fair value of each PRSU award computed in accordance with FASB ASC Topic 718. The grant date fair value
of the PRSU awards was calculated based on the probable outcome of the performance conditions related to these awards in accordance with FASB ASC 718.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table shows information regarding outstanding RSUs held by our NEOs as of the end of fiscal 2022. All
outstanding equity awards were granted pursuant to the Ranpak Holdings Corp. 2019 Equity Incentive Plan (as it may be amended from time to time, the “Plan”). The market value of the unvested RSUs is
determined by multiplying the number of unvested units by $5.77, the per share closing price of our common stock on December 30, 2022, the last trading day of fiscal 2022. The following table does not include the PRSUs granted in 2022, as
these were not earned and were therefore forfeited as of the end of fiscal 2022.
| Stock Awards | ||||||||||||||||||
|
Name
(a) |
Grant Date
|
Number of
Shares or Units
of Stock That
Have Not Vested
(#)
(b)
|
Market Value of
Shares or Units of
Stock That Have
Not Vested ($)
(c)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
(d)
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested ($)
|
|||||||||||||
|
Omar Asali
|
03/03/2020
|
27,295
|
(1)
|
$
|
157,492
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
6,823
|
(2)
|
$
|
39,369
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
69,998
|
(3)
|
$
|
403,889
|
-
|
-
|
|||||||||||
|
|
05/26/2021 |
-
|
-
|
960,000
|
(4)
|
$
|
5,539,200
|
|||||||||||
|
Bill Drew
|
03/03/2020
|
5,459
|
(1)
|
$
|
31,498
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
4,698
|
(2)
|
$
|
27,107
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
23,332
|
(3)
|
$
|
134,626
|
-
|
-
|
|||||||||||
|
|
05/26/2021 |
-
|
-
|
130,000
|
(4)
|
$
|
750,100
|
|||||||||||
|
Eric Laurensse
|
03/03/2020
|
9,553
|
(1)
|
$
|
55,121
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
3,580
|
(2)
|
$
|
20,657
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
26,667
|
(3)
|
$
|
153,868
|
-
|
-
|
|||||||||||
|
|
05/26/2021 |
-
|
-
|
140,000
|
(4)
|
$
|
807,800
|
|||||||||||
|
Antonio Grassotti
|
03/03/2020
|
5,459
|
(1)
|
$
|
31,498
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
1,364
|
(2)
|
$
|
7,870
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
14,332
|
(3)
|
$
|
82,695
|
-
|
-
|
|||||||||||
|
|
05/26/2021 |
-
|
-
|
96,000
|
(4)
|
$
|
553,920
|
|||||||||||
|
Michael A. Jones
|
03/03/2020
|
27,295
|
(1)
|
$
|
157,492
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
6,823
|
(2)
|
$
|
39,369
|
-
|
-
|
|||||||||||
|
|
03/09/2021 |
69,998
|
(3)
|
$
|
403,889
|
-
|
-
|
|||||||||||
| (1) |
Represents the third tranche of an award of PRSUs granted in March 2020 and earned based on actual performance that vested on March 3, 2023.
|
| (2) |
Represents the third tranche of an award of RSUs that vested on March 9, 2023.
|
| (3) |
Represents the second and third tranches of an award of PRSUs granted in March 2021 and earned based on actual performance that vested or will vest on each of March 3, 2023 and March 3, 2024.
|
| (4) |
Represents the target number of PRSUs pursuant to an award of LTIP PRSUs approved by the compensation committee in March 2020, subject to stockholder approval of our equity plan pool increase which was approved in May 2021. The
NEOs may earn between 0% and 300% of the target number of PRSUs based on the Company’s achievement of the performance goals during the period commencing January 1, 2020 and ending on December 31, 2025 (the “Award Period”). The Award Period consists of three “Annual Measurement Periods,” which are the three consecutive fiscal years 2023, 2024 and 2025. Following the end of each Annual Measurement Period, the number of
PRSUs earned and eligible to vest for such Annual Measurement Period will be equal to the percentage achievement of the performance goal multiplied by 1/3 of the target number of PRSUs.
|
OPTION EXERCISES AND STOCK VESTED
|
Stock Awards
|
||||||||
|
Name
|
Number of Shares Acquired on Vesting
(#)
|
Value Realized on Vesting ($)(1)
|
||||||
|
Omar Asali
|
96,414
|
2,171,243
|
||||||
|
Bill Drew
|
27,284
|
614,436
|
||||||
|
Eric Laurensse
|
36,020
|
811,170
|
||||||
|
Antonio Grassotti
|
19,451
|
438,036
|
||||||
|
Michael A. Jones
|
103,238
|
2,324,920
|
||||||
(1) The amounts reflected in this column represent the market value of the underlying shares of common stock as of the vesting date.
Potential Payments Upon Termination
or Change in Control
As a general matter, we do not have employment or severance agreements with members of our management team. However, Messrs. Laurensse and
Grassotti have agreements that have been in place since before the Ranpak Business Combination under which they are entitled to certain severance benefits upon their termination of employment under certain circumstances, as follows:
| • |
Under his employment agreement with Ranpak B.V., Mr. Laurensse is entitled to three months’ notice for the Company to terminate his employment.
|
| • |
Under his Severance and Noncompetition Agreement, if Mr. Grassotti’s employment is terminated by the Company without cause or by him for good reason, subject to his signing and not revoking a release of claims against the Company,
Mr. Grassotti will receive (i) continued payment of his base salary for 12 months, (ii) any earned but unpaid bonus for a prior year, (iii) a pro-rated bonus for the year of termination (based on actual performance), (iv) an amount
equal to any housing, car and medical expenses for a 12-month period, and (v) an amount of up to SGD 7,000 (equating to $5,178 based on the exchange ratio as of December 31, 2022) for costs incurred for a move from Singapore to a
location of his choice.
|
| • |
Messrs. Laurensse and Grassotti are also subject to noncompetition and nonsolicitation covenants for a period of 12 months (for Mr. Laurensse) and 24 months (for Mr. Grassotti) after their termination of employment.
|
In addition, pursuant to our equity award agreements, our named executive officers are entitled to additional vesting of certain of their
outstanding equity awards under certain circumstances, as follows:
| • |
Under our RSU agreements and PRSU agreements, upon a termination of employment by the Company without “cause” or by the participant for “good reason” (each as defined in the relevant award agreement), the participant would receive
pro-rata vesting of their outstanding RSU and PRSU awards, and upon their death or disability, the participant would receive full vesting of his unvested RSU and PRSU awards.
|
| • |
Under the LTIP PRSU award agreements, upon a termination of a participant’s employment due to death or disability, all outstanding LTIP PRSUs will remain outstanding and eligible to be earned (if not yet earned), and the earned
LTIP PRSUs will vest. In addition, if a participant’s employment is terminated without cause or for good reason after January 1, 2023, a pro-rata portion of the LTIP PRSUs that are eligible to be earned during the relevant
performance year will vest based on actual performance, and if a participant’s employment terminates due to death or disability at any time, the LTIP PRSUs will remain outstanding and eligible to vest based upon actual performance.
Upon a change in control prior to January 1, 2023, all LTIP PRSUs will be forfeited, and upon a change in control after January 1, 2023, the Board will determine the extent to which it believes the performance goal would have been met
for the entire year, and this level of achievement will apply to all of the remaining unvested LTIP PRSUs.
|
| • |
In addition, upon a participant’s termination of employment by the Company without cause within 24 months after a change in control, all of the participant’s outstanding unvested equity awards issued under our 2019 plan will vest.
|
The following table describes the potential additional payments and benefits to which the NEOs (other than Mr. Jones) would be entitled upon
termination of their employment under various scenarios under existing plans, agreements and arrangements. The amounts shown are estimates and are based on numerous assumptions, including that employment terminated on December 31, 2022 (i.e.,
the last business day in 2022 on which our common stock was traded on the NYSE, with a closing price of $5.77 per share).
For Mr. Jones, as noted above, effective November 30, 2022, he stepped down from his role as Vice Chairman and Managing Director, North
America and continues to serve as a non-employee member of our Board. In connection with his change in role, Mr. Jones and the Company agreed to a separation and release of claims agreement. The separation and release of claims agreement
provides that in connection with Mr. Jones’ change in role, his outstanding annual equity awards will continue to vest under the terms of the 2019 Omnibus Plan and the applicable award agreements. Notwithstanding Mr. Jones’ continued service
as a non-employee director, his special long-term PRSUs that were granted pursuant to an award agreement dated as of March 3, 2020 were forfeited for no consideration as of November 30, 2022. Mr. Jones also received health insurance coverage
through December 31, 2022. Except as described above, Mr. Jones did not receive any other compensation or benefits and will not participate in any future employee benefit arrangements of the Company after November 30, 2022. In connection with
his service as a non-employee director, he received 1,084 fully vested shares of stock in lieu of cash for his service during the remainder of 2022 and will be compensated pursuant to the Company’s non-employee director compensation policies
going forward.
|
Name
|
Benefit Description
|
Termination
without cause by
Company or for
good reason by
executive NOT in
connection with a
Change in Control
($)
|
Termination
without cause by
Company or for
good reason by
executive in
connection with a
Change in Control
($)
|
Termination
due to death
or disability
|
|||||||||
|
Omar Asali
|
Cash severance
|
—
|
—
|
||||||||||
|
|
Accelerated vesting of equity awards
|
$
|
331,063
|
(1)
|
$
|
331,063
|
(2)
|
$
|
6,139,950
|
(3)
|
|||
|
Bill Drew
|
Cash severance
|
—
|
—
|
||||||||||
|
|
Accelerated vesting of equity awards
|
$
|
104,529
|
(1)
|
$
|
104,529
|
(2)
|
$
|
943,331
|
(3)
|
|||
|
Eric Laurensse
|
Cash severance
|
$
|
68,576
|
(4)
|
$
|
68,576
|
(4)
|
||||||
|
|
Accelerated vesting of equity awards
|
$
|
126,771.88
|
(1)
|
$
|
126,771.88
|
(2)
|
$
|
1,037,446
|
(3)
|
|||
|
Antonio Grassotti
|
Cash Severance
|
$
|
509,681
|
(5)
|
$
|
509,681
|
(5)
|
||||||
|
|
Accelerated vesting of equity awards
|
$
|
67,004.92
|
(1)
|
$
|
67,004.92
|
(2)
|
$
|
675,983
|
(3)
|
|||
(1) Represents the value of (i) unvested RSUs that would accelerate on a pro-rata basis based on the number of completed days
beginning after the last occurring vesting date and ending on the NEO’s termination date, divided by 365; and (ii) unvested PRSUs that would accelerate on a pro-rata basis based on the number of completed months beginning after the last
occurring vesting date and ending on the NEO’s termination date, divided by 12. All unvested LTIP PRSUs will be forfeited if the termination occurs prior to January 1, 2023.
(2) Represents the value of (i) unvested RSUs that would accelerate on a pro-rata basis based on the number of completed days
beginning after the last occurring vesting date and ending on the NEO’s termination date, divided by 365; and (ii) unvested PRSUs that would accelerate on a pro-rata basis based on the number of completed months beginning after the last
occurring vesting date and ending on the NEO’s termination date, divided by 12. All unvested LTIP PRSUs will be forfeited upon a change in control prior to January 1, 2023.
(3) Represents the value of (i) unvested RSUs and PRSUs that would accelerate and vest in full upon a termination due to death or
disability and (ii) unvested LTIP PRSUs calculated based on target performance, which would have remained eligible to vest based on actual performance at the end of the applicable measurement periods.
(4) For Mr. Laurensse, the value represents a payment of three-month base salary in lieu of the three-month notice requirement under
his employment agreement in the event of a termination due to disability. For a termination due to death, the amount of cash severance will be $45,837, which represent a maximum of two-month base salary.
(5) For Mr. Grassotti, the value represents (i) continued payment of his base salary for 12 months in the amount of $394,346, (ii) a
pro-rated bonus for the year of termination (based on actual performance) in the amount of $0, (iii) an amount equal to any housing, car and medical expenses for a 12-month period, which is estimated to be approximately $110,157, and (iv) an
amount of up to SGD 7,000 (equating to $5,178 based on the exchange ratio as of December 31, 2022) for costs incurred for a move from Singapore to a location of his choice.
Pay Versus Performance
The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other
NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2022, 2021 and 2020. The table also provides
information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, our Net Income and AEBITDA over such years in accordance with the SEC rules. For further information regarding our performance-based
approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.”
|
Value of Initial Fixed $100 Investment Based On:
|
||||||||||||||||||||||||||||||||
|
Year
|
Summary
Compensation
Table Total for
PEO(4)
|
Compensation
Actually Paid
to PEO(5)
|
Average Summary
Compensation
Total for Non-PEO
NEOs(4)
|
Average
Compensation
Actually Paid to Non-
PEO NEOs(5)
|
Company
Total Share
Return(6)
|
Peer Group
Total Share
Return(6)
|
Net Income
(Loss) (in
millions)(7)
|
millions)(8)
|
||||||||||||||||||||||||
|
2022(1)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
|
2021(2)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
|
2020(3)
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||||
| (1) |
For 2022, the PEO was our CEO,
|
| (2) |
For 2021, the PEO was our CEO,
|
| (3) |
For 2020, the PEO was our CEO,
|
| (4) |
Amounts in these columns represent the amounts in the “Total” column for the PEO and the average amounts from the “Total” column for the other NEOs set forth in the Summary Compensation Table (“SCT”)
on page 28. See the footnotes to the SCT for further detail regarding the amounts in these columns.
|
| (5) |
The amounts reported in these columns represent the amounts of compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs. The dollar amounts do not reflect
the actual amounts of compensation earned by or paid to such individuals during the applicable year. The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the
“Total" column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under
GAAP):
|
|
PEO 2022
|
Other NEOs 2022
|
PEO 2021
|
Other NEOs 2021
|
PEO 2020
|
Other NEOs 2020
|
|||||||||||||||||||
|
Summary Compensation Table Total
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||
|
Plus Fair Value for Awards Granted in the Covered Year that Remain Unvested as of the Covered Year,
Determined as of the Covered Year End
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||
|
Plus Change in Fair Value of Outstanding Unvested Awards from Prior Years that Remained Unvested
as of the Covered Year, Determined based on Change in Fair Value from Prior Year End to Covered Year End
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
|
|
||||||||||||
|
Plus Fair Value for Awards Granted and Vested in the Covered Year, Determined as of the Vesting
Date
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||
|
Plus Change in Fair Value of Awards from Prior Years that Vested in the Covered Year, Determined
based on Change in Fair Value from Prior Year End to the Vesting Date
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
||||||||
|
Less Fair Value of Awards Forfeited during the Covered Year
|
|
|
|
|
|
|
||||||||||||||||||
|
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards
|
|
|
|
|
|
|
||||||||||||||||||
|
Compensation Actually Paid
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
| (6) |
TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of
Regulation S-K. The peer group for purposes of this table is the Dow Jones U.S. Containers and Packaging Index (“DJUSCP”), which is the same peer group used for purposes of the Performance Graph set forth in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2022.
|
| (7) |
Reflects “Net Income” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years.
|
| (8) |
For each applicable year, AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes;
interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.. This metric is used by the Compensation Committee as the sole performance metric for
determining the annual cash bonus payout as well as our annual equity incentive program and is the most reflective of our profitability, growth and stockholder value. For non-GAAP reconciliation information, see “Presentation and
Reconciliation of GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for each of the applicable years.
|
Relationship Between “Compensation Actually Paid” and Performance Measures
Financial Performance Measures
As described in more detail above under “Compensation Discussion and Analysis,” the Company uses AEBITDA as the sole performance metric for
its executive compensation program and AEBITDA is the most reflective of our profitability, growth and stockholder value.
|
Performance Measure
|
Description
|
||
|
|
AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest expense; depreciation
and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.
|
Since the Company does not use any other financial performance measures, other than AEBITDA, to link executive compensation actually paid to
Company performance, and as permitted by the SEC, is not required to disclose any other measure as its most important financial performance measures.
The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for fiscal year 2022. Other than
as set forth in the table and described more fully below, we did not pay any compensation to, make any equity awards or non-equity awards to, or pay any other compensation to any of the other non-employee members of our Board in fiscal year
2022. Mr. Asali is the Chairman of our Board who also serves as Chief Executive Officer and therefore does not receive any additional compensation for his service as a director. Mr. Jones is a member of our Board who is also an NEO and any
additional compensation that he received for his services as a director is disclosed in the Summary Compensation Table above.
|
Name(1)
|
Fees Earned or Paid in
Cash
($)(1)
|
Stock Awards
($)(2)(3)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||
|
Thomas F. Corley
|
85,000
|
100,003
|
-
|
185,003
|
||||||||||||
|
Pam El
|
-
|
175,015
|
-
|
175,015
|
||||||||||||
|
Michael Gliedman(4)
|
-
|
-
|
529,000
|
529,000
|
||||||||||||
|
Robert C. King
|
95,000
|
100,003
|
-
|
195,003
|
||||||||||||
|
Steve Kovach(5)
|
-
|
56,260
|
-
|
56,260
|
||||||||||||
|
Salil Seshadri
|
10,000
|
175,015
|
-
|
185,015
|
||||||||||||
|
Alicia Tranen
|
-
|
175,015
|
-
|
175,015
|
||||||||||||
|
Kurt Zumwalt
|
-
|
175,015
|
-
|
175,015
|
||||||||||||
| (1) |
The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in fiscal year 2022 for their service as a director, including any annual retainer fees,
committee and/or chair fees.
|
| (2) |
The amounts shown in this column relate to the annual RSU grant made to certain non-employee directors, as further described below under the heading “Director Compensation,” and, with respect to Messrs. Kovach, Seshadri and Zumwalt
and Ms. Tranen and Ms. El, also relate to fully vested shares of stock granted in lieu of cash for annual Board retainers, pursuant to their election. For the RSUs, the amounts reported in this column represent the grant date fair
value of RSUs calculated in accordance with the provisions of ASC Topic 718.
|
| (3) |
Messrs. Corley, King, Kovach, Seshadri and Zumwalt and Mses. El and Tranen each had 8,540 RSUs outstanding as of the end of fiscal year 2022. Mr. Gliedman had 3,031 RSUs; 29,308 PRSUs; and 80,000
LTIP PRSUs outstanding as of the end of fiscal year 2022.
|
| (4) |
Mr. Gliedman was appointed as Chief Technology Officer in March of 2020. Following his appointment to this role, Mr. Gliedman no longer receives any compensation for his services as a director.
The amount set forth in the “All Other Compensation” column for Mr. Gliedman represents compensation earned as an employee which includes, among other things, his base salary and the value of his equity grants.
|
| (5) |
Mr. Kovach retired from the Board on June 30, 2022.
|
Director Compensation
Our non-employee directors receive an annual retainer fee of $75,000 for their board service, which is
paid quarterly in arrears and may be taken at the director’s election in the form of stock. Non-employee directors who serve as chairman of a committee of the Board receive an additional $20,000 for their service as chairman on the
Audit Committee and an additional $10,000 for their service as chairman on any other committee.
Our non-employee directors are also entitled to an annual equity grant in the amount of approximately $100,000, which is granted on the date
of the annual stockholders meeting and vests on the earlier of (i) the first anniversary of the grant date and (ii) the following annual meeting of the stockholders.
For 2022, all of our non-employee directors received the annual equity grant, except for Mr. Jones, whose compensation is disclosed in the Summary Compensation Table above.
The following table sets forth the name, age as of April 12, 2023 and position of the individuals who currently serve as the executive
officers of the Company. The following also includes certain information regarding our officers’ individual experience, qualifications, attributes and skills (information for Mr. Asali is set forth above under “Proposal No. 1 Election of
Directors” and “Directors,” respectively).
Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is
authorized to appoint persons to the offices set forth in our certificate of incorporation and our bylaws as it deems appropriate. Our certificate of incorporation and our bylaws provide that our officers may consist of a chief executive
officer, a president, a chief financial officer, one or more vice presidents, a secretary, a treasurer and such other offices as may be determined by the Board.
|
Name
|
Age
|
Position
|
Officer Since
|
||
|
Omar M. Asali
|
52
|
Chief Executive Officer and Chairman
|
2019
|
||
|
Bill Drew
|
41
|
Senior Vice President and Chief Financial Officer
|
2020
|
||
|
Antonio Grassotti
|
62
|
Managing Director, APAC
|
2019
|
||
|
Eric Laurensse
|
59
|
Managing Director, Europe
|
2019
|
||
|
Mark Siebert
|
55
|
Managing Director, North America
|
2023
|
Bill Drew, 41, has served as Senior Vice President and Chief
Financial Officer of Ranpak since August 2020. Prior to his current role, Mr. Drew held various roles within the Company including, Interim Chief Financial Officer (May 2020), Chief of Staff (September 2019), and Head of Business Development
(June 2019). He has also served as Managing Director of One Madison Group since 2017, and was Secretary of the SPAC launched by One Madison Group, One Madison Corp (OMAD) since September 2017. Prior to joining One Madison Group Mr. Drew
served as Vice President, Investments of HRG Group where he worked on numerous M&A and capital markets transactions. Prior to joining HRG Group, Mr. Drew was an investment analyst at Harbinger Capital Partners from 2006 through 2012,
where he was responsible for portfolio investments across a variety of industries and multiple products and asset classes. Mr. Drew began his career as an Investment Banking Analyst in the Media and Telecommunications Group of Deutsche Bank
Securities Inc. from 2004 through 2006. Mr. Drew graduated from Georgetown University in 2004 with a B.S.B.A. in Finance and a minor in Government.
Antonio Grassotti, 62, has served as Managing Director,
Asia-Pacific (“APAC”) since June 2019. He previously served as Managing Director of Ranpak for the regional activities in APAC from 2016 to June 2019. Prior to joining Ranpak, Mr. Grassotti served as Area Business Development Manager for
Greatview Aseptic Packaging GmbH from 2010 to 2015. Mr. Grassotti has also worked for multinational corporations such as Alfa Laval AB, Mondi Packaging GmbH and Tetra Pak International SA. Mr. Grassotti received his MSc degree in Mechanical
Engineering from The Royal Institute of Technology, Stockholm.
Eric Laurensse, 59, has served as Managing Director, Europe since
June 2019 and Managing Director, Ranpak BV since June 2009. Prior to his tenure at Ranpak BV, Mr. Laurensse was employed by Momentive Performance Materials (formerly GE Silicones) as the Global Marketing Director from 2008 to 2009 and as the
Human Resource Director before that. Prior to Momentive’s divestiture, Mr. Laurensse served in a variety of roles at GE Silicones since 1996. Mr. Laurensse received his bachelor’s degree in Business Administration from the HTS Bedrijfskunde
in Eindhoven, The Netherlands.
Mark Siebert, 55, joined Ranpak as Managing Director, North America, in April
2023. Prior to joining Ranpak, Mr. Siebert worked for Berry Global as Executive Vice President, United States and Canada, from 2019 to 2022, and President, Europe, Middle East, Africa and India from 2017 to 2019. Prior to his tenure at
Berry Global, Mr. Siebert worked for several other multinational corporations, including PGI/Avintiv, Kraton and Dow Chemical. Mr. Siebert received his bachelor’s degree in Industrial Engineering from the University of Missouri.
We describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or
will be a party, in which:
| • |
the amounts involved exceeded or will exceed $120,000; and
|
| • |
any of our directors, director nominees, executive officers or holders of more than 5% of our common stock (“significant stockholders”), or an affiliate or immediate family member thereof
(each a “Related Person”), had or will have a direct or indirect material interest.
|
Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions
meeting this criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Executive Compensation” and “Director Compensation.”
Shared Services Agreement
On June 3, 2019, upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 12,
2018, as amended (the “Business Combination”), we entered into a shared services agreement (the “Shared Services Agreement”) with one of our significant
stockholders, One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may provide or cause to be provided to certain services to us. The Shared Services Agreement provides for a broad array
of potential services, including administrative and “back office” or corporate-type services and requires us to indemnify the Sponsor in connection with the services provided by the Sponsor to us. Total fees paid by us under the Shared
Services Agreement amounted to approximately $0.3 million and $0.4 million in 2022 and 2021, respectively.
Related Person Transactions Procedures
The Company’s Board of Directors has adopted a written Related Person Transactions policy that sets forth policies and procedures for the
review and approval or ratification of transactions with Related Persons. Directors and officers inform the Company of any transactions that involve Related Persons, which are subject to review by the Audit Committee.
In addition, our written Code of Ethics and Business Conduct for directors, officers and employees contains written conflict of interest
policies that are designed to prevent each director and executive officer from engaging in any transaction that could be deemed a conflict of interest. Each director and executive officer must promptly notify the Secretary of any material
transaction or relationship that reasonably could be expected to give rise to a conflict of interest, and the Secretary shall notify the Nominating, Environmental, Social & Governance committee of the Board of Directors of any such
disclosure.
The following table sets forth information relating to the beneficial ownership of our common stock as of March 30, 2023, by:
| • |
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;
|
| • |
each of our directors, nominees and named executive officers; and
|
| • |
all directors and executive officers as a group.
|
A person is a “beneficial owner” of a security if that person has or shares voting or investment power over the security or if that person has
the right to acquire sole or shared voting or investment power over the security within 60 days. Unless otherwise noted, these persons, to our knowledge, have sole voting and investment power over the shares listed. In computing the number of
shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60
days of March 30, 2023.
The percentage of shares beneficially owned is computed on the basis of 82,389,708 shares of our common stock outstanding as of March 30, 2023
as well as 69,200 RSUs held by directors which will vest within 60 days. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Ranpak Holdings Corp., 7990 Auburn Road, Concord Township, Ohio 44077.
|
Shares of Common Stock Beneficially Owned
|
||||||||
|
Name of Beneficial Owner
|
Number of Securities
Beneficially Owned (1)
|
Percentage (2)
|
||||||
|
5% Stockholder
|
||||||||
|
JS Capital, LLC (3)
|
30,530,897
|
37.0
|
%
|
|||||
|
Soros Capital LLC (4)
|
4,630,292
|
5.6
|
%
|
|||||
|
Directors and Named Executive Officers
|
||||||||
|
Omar Asali (5)
|
4,147,960
|
5.0
|
%
|
|||||
|
Salil Seshadri (6)
|
551,738
|
*
|
||||||
|
Alicia Tranen (7)
|
432,190
|
*
|
||||||
|
Bill Drew
|
373,498
|
*
|
||||||
|
Michael A. Jones
|
150,126
|
*
|
||||||
|
Robert C. King
|
96,197
|
*
|
||||||
|
Thomas F. Corley
|
90,296
|
*
|
||||||
|
Antonio Grassotti
|
54,965
|
*
|
||||||
|
Michael Gliedman
|
51,552
|
*
|
||||||
|
Kurt Zumwalt
|
44,767
|
*
|
||||||
|
Eric Laurensse
|
31,552
|
*
|
||||||
|
Pam El
|
31,013
|
*
|
||||||
|
Mark Siebert
|
155
|
*
|
||||||
|
All directors and executive officers as a group (13 persons)
|
6,056,009
|
7.3
|
%
|
|||||
To our knowledge, except as noted above, no person or entity is the beneficial owner of more than 5% of the voting power of the Company’s stock.
| * |
Less than 1% of shares outstanding
|
|
(1)
|
The amounts reported include the following number of RSUs which will vest within 60 days of March 30, 2023: 8,540 each for Messrs. Corley and King, 3,592 for Mr. Jones and 12,132 for Messrs. Kovach,
Seshadri and Zumwalt and Ms. El and Tranen, respectively.
|
| (2) |
Applicable percentage ownership is based on 82,458,908 shares of common stock outstanding on March 30, 2023 and includes 69,200 RSUs held by directors which will vest within 60 days. In computing the number of shares of common
stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding all shares of common stock subject to options, warrants, rights or conversion privileges held by that person that are currently
exercisable or exercisable within 60 days of March 30, 2023. Under Rule 13d-3 of the SEC, certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to
vote or the power to dispose of the Common Shares.)
|
| (3) |
Includes 30,530,897 Class A shares. According to a Form 4 filed with the SEC on December 27, 2021, the shares are held for the account of JS Capital LLC, a Delaware limited liability company. JS Capital Management LLC is the sole
managing member of JS Capital LLC. Jonathan Soros is the sole managing member of JS Capital Management LLC. JS Capital LLC’s business address is 888 Seventh Avenue, Floor 40, New York, NY 10106.
|
| (4) |
As of March 30, 2023, Soros Capital LLC beneficially owns 5.6% or 4,630,292 shares of Class A Common Stock. Soros Capital LLC includes Soros Capital LP, Soros Capital GP LLC, Soros Capital HoldCo LLC, Soros Capital Management LLC
and Robert Soros (“Soros Capital”). Soros Capital is located at 250 West 55th Street, New York, NY 10019.
|
| (5) |
Mr. Asali directly holds 2,123,551 shares of common stock. Total shares included 686,440 shares of Class A common stock held in trusts for which Mr. Asali’s children are the beneficiaries and in respect of which Mr. Asali may be
deemed to have beneficial ownership. Mr. Asali is the manager of OM Group LLC and may be deemed to beneficially own 4,290 shares of class A common stock held by OM Group LLC, and ultimately exercises sole voting and dispositive power
over such shares. Mr. Asali disclaims beneficial ownership of Class A common stock held by OM Group LLC except to the extent of his pecuniary interest therein. Mr. Asali also controls Vivoli Holdings. Mr. Asali may be deemed to
beneficially own the 1,333,679 Class A shares held by Vivoli Holdings, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of the reported securities except to the
extent of his pecuniary interest therein.
|
|
(6)
|
Mr. Seshadri directly holds 337,722 shares of common stock. Total shares included 214,016 shares of Class A common stock held in trusts for which Mr. Seshadri’s children are the beneficiaries and in
respect of which Mr. Seshadri has investment control and may be deemed to have beneficial ownership.
|
|
(7)
|
Ms. Tranen directly holds 160,530 shares of common stock. Total shares included 170,560 shares of Class A common stock held by Boulevard Capital Partners L.P. of which Boulevard Capital Management LLC
(solely managed by Ms. Tranen) is the general partner. Ms. Tranen disclaims beneficial ownership of the shares held by Boulevard Capital Partners L.P., except to the extent of her pecuniary interest therein. Also included are
6,000 shares of Class A common stock held by Ms. Tranen’s husband and 95,100 shares of Class A common stock held by other immediate family members of Ms. Tranen.
|
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered
class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that
no other reports were required, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with during fiscal year 2022 except for two
Forms 4 for Ms. Tranen with respect to separate transactions that were inadvertently filed late due to administrative errors.
Why am I receiving these materials?
We have made a Notice of Internet Availability that contains instructions on accessing this Proxy Statement and Proxy Card available to you or
have delivered printed proxy materials to you because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the virtual Annual Meeting
to vote on the proposals described in this Proxy Statement. However, you do not need to attend the virtual Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the Proxy Card, or follow the instructions below
to submit your proxy on the internet.
This Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting and the accompanying Proxy Card were first made
available for access by our stockholders on or about April 12, 2023 to all stockholders of record entitled to vote at the Annual Meeting.
Who can vote at the Annual Meeting?
The outstanding voting securities of Ranpak are shares of Class A common stock, $0.001 par value per share (the “Class A common stock”), and Class B common stock, $0.001 par value per share (the “Class B common stock” and, together with the Class A common stock, the “common stock”). There were 79,468,609 shares of Class A common stock and no shares of Class B common stock outstanding as of March 30, 2023. There were also 2,921,099 non-voting shares of Class C common stock as of March 30,
2023. Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting.
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record as of March 30, 2023, you may vote online during the virtual Annual Meeting. Alternatively, you may vote by
proxy by using the accompanying Proxy Card, over the internet. Whether or not you plan to attend online the virtual Annual Meeting, we encourage you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before
the Annual Meeting, you may still attend the Annual Meeting and vote. In such case, your previously submitted proxy will be disregarded.
| • |
To vote at the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to
access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Eastern time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the
check-in or meeting time, please call the phone number displayed on the Virtual Meeting website on the meeting date.
|
| • |
To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your
shares in accordance with the Proxy Card.
|
| • |
To vote by proxy over the internet before the Annual Meeting, follow the instructions as directed on the enclosed Proxy Card or on the Notice of Internet Availability.
|
| • |
To vote by telephone, you may vote by proxy by calling the toll free number found on the enclosed Proxy Card or on the Notice of Internet Availability.
|
Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the
beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual
Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account.
If you are a beneficial owner as described above, you should have received a voting instruction form from the brokerage firm, bank, dealer or
other similar organization that holds your shares. Follow the instructions they provide to ensure that your vote is counted. You may also attend and vote at the Annual Meeting using the 16-digit control number on your voting instruction form.
We provide internet proxy voting to allow you to vote your shares online before the Annual Meeting, with procedures designed to ensure the
authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
What votes are required to approve the proposals?
| • |
With respect to Proposal No. 1, directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote on the election of directors. “Withhold” votes have no effect. There is no ability to
“abstain.”
|
| • |
With respect to Proposal No. 2 and No. 3, the affirmative vote of the majority of votes cast is required for approval. Abstentions will have no effect on the results.
|
What are “broker non-votes”?
If your shares are held by your broker as your nominee (that is, in “street name”), you will need to instruct your broker to vote your shares.
If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. Only Proposal No. 2, the ratification of the appointment of KPMG LLP as our
independent registered public accounting firm for the fiscal year ending December 31, 2023, is considered “routine” under applicable rules.
In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have
discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as “broker non-votes” with respect to that proposal. Broker non-votes have no effect on whether a Proposal is approved.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date.
What if I return a Proxy Card but do not make specific choices?
If we receive a signed and dated Proxy Card and the Proxy Card does not specify how your shares are to be voted, your shares will be voted
“For” the election of each of the two nominees for director, “For” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm and “For” the approval of the non-binding advisory resolution to approve
the compensation of our named executive officers. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion.
What does it mean if I receive more than one set of materials?
If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In
order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards.
Can I change my vote after submitting my proxy?
Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may
revoke your proxy in any one of three ways:
| • |
You may submit another properly completed proxy with a later date.
|
| • |
You may send a written notice that you are revoking your proxy to our Investor Relations Department, at 440-354-4445, ir@ranpak.com or at 7990 Auburn Road, Concord Township, OH 44077.
|
| • |
You may attend the virtual Annual Meeting through online presence and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
|
If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.
When are stockholder proposals due for next year’s Annual Meeting?
To be considered for inclusion in next year’s proxy materials, proposals submitted pursuant to Rule 14a-8 must be submitted in writing by
December 14, 2023 to Sara Horvath, Secretary at Ranpak, 7990 Auburn Road, Concord Township, Ohio 44077.
Pursuant to our bylaws, in order for a stockholder to present a proposal at the annual meeting or to nominate a director under our bylaws, you
must give timely notice thereof in writing to the Secretary, which must be received between December 27, 2023 and January 26, 2024; provided that if the date of that annual meeting is more than 30 days before or after May 25, 2024, notice
must be received no earlier than 120 days prior to such annual meeting and no later than the 70th day prior to the annual meeting date or the 10th day following the day on which public announcement of the 2024 annual meeting date is first made, by the Company. In addition to complying with the advance
notice provisions of our bylaws, to nominate directors shareholders must give timely notice that complies with the additional requirements of Rule 14a-19, and which must be received no later than March 26, 2024. Proposals and nominations
under our bylaws must meet all of the requirements set forth in the bylaws.
What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the
shares of common stock issued and outstanding and entitled to vote are present online at the virtual Annual Meeting or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual
Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting,
present online or represented by proxy, may adjourn the Annual Meeting to another time or place.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting.
Who can help answer my questions?
If you have questions about the Proposals or if you need additional
copies of the proxy materials you should contact our Investor Relations department at ir@ranpak.com or at
440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077.
To obtain timely delivery, our stockholders must request the
materials on or before May 11, 2023 to facilitate timely delivery.
Who will solicit and pay the cost of soliciting proxies?
Ranpak will pay the cost of soliciting proxies for the general meeting. Ranpak will reimburse banks, brokers and other custodians, nominees
and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of ordinary shares and in obtaining voting instructions from those owners. Our directors, officers
and employees may also solicit proxies by telephone, mail, on the Internet or at the Annual Meeting. They will not be paid any additional amounts for soliciting proxies. In addition, we have retained D.F. King & Co. to act as proxy
solicitor in conjunction with the Annual Meeting. We have agreed to pay $12,500 plus reasonable out-of-pocket expenses, for proxy solicitation services.
Attending the 2023 Annual Meeting
The Board has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling
stockholders to participate from any location and at no cost.
How do I attend the Annual Meeting?
You may attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/PACK2023.
Stockholders will need the 16-digit control number provided on their proxy card, voting instruction form or notice. We suggest you log in at least 15 minutes before the start of the meeting.
Can I ask questions at the Annual Meeting?
Stockholders as of our record date will have an opportunity to submit questions live via the Internet during the meeting.
|
How to Participate in the Annual Meeting
|
Online:
1. Visit www.virtualshareholdermeeting.com/PACK2023; and
2. Enter the 16 digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”), on your proxy card (if you received a
printed copy of the proxy materials), or on the
instructions that accompanied your proxy materials.
You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Time on May 25, 2023. The meeting will begin promptly at 10:00 a.m. Eastern Time.
|
Electronic Availability of Proxy Materials for the Annual Meeting
Important Notice Regarding the Availability of Proxy Materials for Stockholder Meeting to
be Held on May 25, 2023: This Proxy Statement and the Company’s Annual Report on Form 10-K for fiscal year 2022 are available electronically at www.proxyvote.com.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements
and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means
extra convenience for stockholders and cost savings for companies.
Brokers with account holders who are Ranpak stockholders may be “householding” our proxy materials. A single proxy statement may be delivered
to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address,
“householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.”
If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify
your broker or (2) direct your written request to our Investor Relations Department at ir@ranpak.com, 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077.
Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications
should contact their broker. In addition, the Company will promptly deliver, upon written request to the address above, a separate copy of the Annual Report on Form 10-K, Proxy Statement and Proxy Card or Notice of Internet Availability of
Proxy Material to a stockholder at a shared address to which a single copy of the documents was delivered.
Other Matters
As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual
Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board
or, in the absence of such a recommendation, in the discretion of the proxy holder.
We have filed our Annual Report on Form 10-K for fiscal year 2022 with the SEC. It is available free of
charge at the SEC’s web site at www.sec.gov. Upon written request by a Ranpak stockholder, we will mail without charge a copy of our Annual
Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee,
which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to our Investor Relations department at ir@ranpak.com,
440-354-4445 or 7990 Auburn Road, Concord Township, OH 44077.
SCAN TO VIEW MATERIALS & VOTE RANPAK HOLDINGS CORP. 7990 AUBURN ROAD CONCORD TOWNSHIP, OHIO 44077 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 P.M. Eastern Time on May 24, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting
instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/PACK2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by
the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 24, 2023. Have your proxy card in hand when you
call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V08690-P87134 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY RANPAK HOLDINGS CORP. For All Withhold
All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR each of the following
nominees: 1. Company Proposal - Election of Directors Nominees: 01) Michael Gliedman 02) Alicia Tranen The Board of Directors recommends you vote FOR proposals 2 and 3: For Against Abstain 2. Company Proposal - Ratification of the selection
of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Company Proposal - Approval of a non-binding advisory resolution approving the compensation of named executive officers. In
their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. You may attend the meeting and vote during the meeting when the polls are open via the
Internet. We recommend, however, that you vote before the meeting even if you plan to participate in the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed
in the box marked by the arrow and follow instructions. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should
each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Proxy Statement are available at
www.proxyvote.com. V08691-P87134 RANPAK HOLDINGS CORP. Annual Meeting of Shareholders May 25, 2023 10:00 AM EDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Omar Asali, William Drew and Sara
Horvath, or each of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of RANPAK
HOLDINGS CORP. that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM EDT on May 25, 2023, via a live webcast at www.virtualshareholdermeeting.com/PACK2023, and any adjournment or
postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be
signed on reverse side