Ranpak Holdings Corp.
7990 Auburn Road
CONCORD TOWNSHIP, OH 44077

PROXY STATEMENT

FOR THE 20212022 Annual Meeting OF STOCKHOLDERS
May 26, 202125, 2022

We have made available our proxy materials because the Board of Directors (the “Board”) of Ranpak Holdings Corp. (referred to herein as the “Company,“Company,” “Ranpak,“Ranpak,” “we,“we,” “us”“us” or “our”“our”) is soliciting your proxy to vote at our 20212022 Annual Meeting of Stockholders (the “Annual Meeting”Meeting”) to be held on May 26, 2021,25, 2022, at 10:00 a.m. Eastern time, at www.virtualshareholdermeeting.com/PACK2021.PACK2022.

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, 20202021 (the “Form 10-K”), 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 31, 202130, 2022 (the “Record Date”) for the first time on or about April 13, 2021.12, 2022. 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 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 Form 10-K (and the 2021 proxy statement)2022 Proxy Statement) are available, free of charge, at proxyvote.com and are also available on our website at ir.ranpak.com.

Information About the Proxy Process and Voting

Why am I receiving these materials?

We have made this Proxy Statement and Proxy Card available to you on the internet 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 13, 2021 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 69,343,361 shares of Class A common stock and no shares of Class B common stock outstanding as of March 31, 2021. There were also 6,511,293 non-voting shares of Class C common stock as of March 31, 2021. 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 31, 2021, 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.

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 Proxy Card and voting instructions with these proxy materials from the brokerage firm, bank, dealer or other similar organization that holds your shares, rather than from us. Simply complete and mail the Proxy Card to ensure that your vote is counted. To vote online at the virtual Annual Meeting, you must obtain a valid proxy from your broker, bank, dealer or other agent and follow the accompanying instructions included with these proxy materials.

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.

How do I vote?

Please note that by casting your vote by proxy you are authorizing the individuals listed on the Proxy Card to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof.

How are votes counted?

Votes will be counted by an officer of the Company, the Inspector of Election appointed for the Annual Meeting, who will separately count:

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 obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how 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. See below for more information regarding: “—Which ballot measures are considered “routine” or “non-routine”?”

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. 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. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals.

Which ballot measures are considered “routine” or “non-routine?”

Proposals No. 1 and 2 are considered “non-routine” under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there will be broker non-votes on Proposals No. 1 and 2.

Proposal No. 3, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021, is considered “routine” under applicable rules. A broker

or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3.

How many votes are needed to approve the proposal?

With respect to Proposal No. 1, directors are elected by a plurality of the votes cast. This means that the three individuals nominated for election to the Board who receive the most “FOR” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. Abstentions and broker non-votes will not affect the outcome of the election of directors as they are not counted as votes cast.

With respect to Proposal No. 2, the affirmative vote of the majority of votes cast is required for approval. Abstentions will have the same effect as a vote “AGAINST”.

With respect to Proposal No. 3, the affirmative vote of the majority of votes cast is required for approval. This is a routine proposal and therefore we do not expect any broker non-votes.

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 three nominees for director, “For” the amendment to the Company’s 2019 Omnibus Incentive Plan, “For” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. 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:

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, your proposal must be submitted in writing by December 14, 2021 to David Murgio, Secretary at Ranpak, 3 East 28^th Street, 8^th Floor, New York, New York 10016. Pursuant to our bylaws, in order for a stockholder to present a proposal at the annual meeting, other than proposals to be included in the proxy statement as described above, or to nominate a director, you must give timely notice thereof in writing to the Secretary, which must be received between December 27, 2021 and January 26, 2022; provided that if the date of that annual meeting is more than 30 days before or after May 26, 2022, 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 2022 annual meeting date is first made by the Company.

You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

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 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. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

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 12, 2021 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.

Attending the 2021 Annual Meeting

In light of ongoing developments related to coronavirus (COVID-19) and after careful consideration, the Board has determined to hold a virtual annual meeting in order to protect the health and safety of our stockholders, management, directors and our community.

How do I attend the Annual Meeting?

You may attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/PACK2021. 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.

Proposal No. 1
Election of Directors

The Company’s Board is presently composed of ten members, who are 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, Steve Kovach and Alicia Tranen; Class II directors are Thomas Corley, Michael Jones and Robert King; and Class III directors are Omar Asali, Pamela El, Salil Seshadri and Kurt Zumwalt.Zumwalt. On April 8, 2022, Mr. Kovach notified the Company of his intention to retire from the Company’s Board, effective June 30, 2022.

Class IIIII directors standing for re-election at the Annual Meeting are Thomas Corley, Michael JonesOmar Asali, Pamela El, Salil Seshadri and Robert King.Kurt Zumwalt. Class IIII and Class III directors will stand for election at the 20222023 and 20232024 annual meetings of stockholders, respectively.

Each of the nominees for election as Class IIIII directors is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class IIIII directors 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.

The following table sets forth information for the nominees who are currently standing for election:

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 page 10 for the biographical information for the other directors not standing for election.

Thomas F. CorleyOmar M. Asali, 58,51, has served as our Chief Executive Officer since August 2019 and Chairman of our board of directors since June 2019. He has also served as the Chairman and Chief Executive Officer of One Madison Group, a permanent capital investment vehicle, since July 2017. Mr. Asali served as President and Chief Executive Officer of HRG from 2015 until 2017, and as President of HRG since 2011. 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, Front Street Re Cayman Ltd. and NZCH Corporation (formerly, Zap.Com Corporation), 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 HFS where he helped manage approximately $25 billion of capital allocated to external managers. 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, providing M&A and strategic advisory services to clients in the High Technology Group. 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 Pickle Robots, Carbone Fine Food and Virginia Tech Foundation Board.

Mr. Asali’s qualifications to serve on our board of directors 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.

Pamela El, 64, has served as a director since November 2020. She is the founder of Pam El Consulting which she founded in 2019 and in which position she currently serves. 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, and serves on the boards of Virginia Commonwealth University, Virginia Commonwealth Health System and the national board of WISE (Women in Sports & Events).

Ms. El’s qualifications to serve on our board of directors include: her extensive corporate leadership experience and marketing experience. 

Salil Seshadri, 45, has been a member of our board of directors 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, Anello Photonics and Carbone Fine Foods. He also serves on the Investment Committee for the Ethical Culture Fieldston School in New York City. 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,53,has been a member of our board of directors 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 currently serves on the board of directors of Omeros Corporation, the United States Tennis Association (USTA) and the USTA Foundation.  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 of directors include: his strong business and financial acumen, including expertise in accounting standards and with financial statements.

THE BOARD RECOMMENDS A VOTE
FOR THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS III NOMINEES.

Corporate Governance and ESG Matters

At Ranpak, sustainability is at the center of our enterprise strategy. From our beginning nearly 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 third year as a public company, we are still building 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 2022, we will publish our third 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 Board is currently composed of ten directors. The number of directors is fixed by our Board, subject to the terms of our certificate of incorporation and our bylaws.

Our certificate of incorporation and our bylaws provide for a classified Board consisting of three classes of directors, each serving staggered three-year terms as follows:

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 (including gender or ethnic 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, two of our anchor investors each have the right to designate one observer to our Board.

Independence of the Board of Directors

Our Board is currently composed of ten directors, six of whom 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 of Directors 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 of Directors 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 of Directors. The Board of Directors meets in executive session amongst non-management directors at each regularly scheduled quarterly Board meeting, which are presided over by an independent director. 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 of Directors 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.

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, 2021, our Board of Directors 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 meet 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 all members qualify as “Audit Committee financial experts” 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:

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:

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. 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:

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (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 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 2021. The Audit Committee met six times, the Compensation Committee met four times and the Nominating, Environmental, Social & Governance Committee met two times. During 2021, 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 2021 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 of Directors, directly and through audit 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 all of our key stakeholders, including our stockholders, customers, employees, communities, regulators and suppliers.  In recognition of this, in March 2021, the Company affirmatively expanded the purpose and responsibilities of the then Nominating and Corporate Governance Committee of the Board to oversee, review and assess Ranpak’s corporate social responsibility program and ESG initiatives and accordingly, changed the name of such Committee to the Nominating, Environmental, Social & Governance Committee. The Nominating, Environmental, Social & Governance Committee reviews our ESG reporting, including our annual ESG Impact Report and received regular briefings from our Chief Sustainability Officer. The committee continues to report 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 of Directors, management team, and employee workforce. In 2020, we joined The Board Challenge as a Charter Pledge Partner. The Board Challenge 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.

Directors

The following table sets forth the name, age as of April 12, 2022, 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 Messrs. Asali, Seshadri, Zumalt and Ms. El is set forth above in “Proposal No. 1 Election of Directors”).

Michael A. Jones, 59, has been a member of our board of directors since July 2017. Mr. Corley served as the Executive Vice President, Chief Global Revenue Officer for Catalina responsible for all worldwide engagements, retailer2017 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 32 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 received a Bachelor’s Degree from the University of St. Thomas in Minnesota.

Mr. Corley’s qualifications to serve on our board of directors 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. Mr. Corley also serves on the Board of Directors at PRE-Brands and is on the Retail Advisory Board of TRAX USA.

Michael A. Jones, 58, has served as our Vice Chairman and Managing Director, North America since September 2019.  Mr. Jones 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”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 Health Services for Children with Special NeedsChildren’s National in Washington, DC. Mr. Jones received a Bachelor’s DegreeB.S. in business administrationBusiness Administration from California Coast University in Santa Ana, California.

Mr. Jones’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 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.

Thomas F. Corley, 59, has been a member of our board of directors since July 2017. 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 PRE-Brands, Carbone Retail Sauce and Whitehouse Foods. He is also a Director at One Madison Group, on the Retail Advisory Board of TRAX USA and a Commercial Advisor for Bowery Farms.  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 of directors 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.  

Robert C. King, 62,63, has been a member of our board of directors since July 2017. Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining Cytosport,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 joined Pepsi-Cola North America in 1989 as a Business Development Manager. Mr. King served as a General Manager of Pepsi Bottling Group’s Sacramento Market Unit since 1992 and then served as a Vice President of Customer Development in the Mid-Atlantic Business Unit since 1994. Mr. King served as a General Manager of the New Jersey Market Unit at Pepsi Bottling Group from 1996 to 1998 and then served as the North America Vice President of On-Premise Sales since 1998. Mr. King served as Vice President of National Sales and Field Marketing at Pepsi Bottling Group since December 1999. He served as a Senior Vice President of National Sales and Field Marketing at Pepsi Bottling Group since 2001. 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 has 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 Bachelor of ArtsB.A. in English from Fairfield University.

Mr. King’s qualifications to serve on our board of directors include: his corporate leadership and public company experience; and his more than 3941 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.

THE BOARD RECOMMENDS A VOTE
FORSteve A. Kovach THE ELECTION OF EACH OF THE ABOVE-NAMED CLASS II NOMINEES, 64, has been a member of our board of directors since June 2019. Mr. Kovach is currently retired. He served as the President and Chief Executive Officer of Ranpak Corp. from August 2012 to June 2017. In this role, Mr. Kovach was responsible for overseeing the day-to-day activities of Ranpak and overall corporate strategy. Prior to that, he was a Senior Vice President and the Chief Financial Officer of Ranpak Corp. from September 1996 to July 2012 and was responsible for all financial reporting and managing Ranpak’s financial management personnel and systems, as well as the company’s human resource and information technology functions. He also served as a Director of Ranpak from April 2002 to June 2017. From July 1988 until July 1993, Mr. Kovach was employed by LDI Corporation in a variety of managerial positions including serving as Vice President, Finance. He was also a Manager, Financial Trading and held other professional positions at BP America from July 1984 to July 1988. Mr. Kovach received an M.B.A. from the University of Chicago and a B.S.B.A. in Finance from Miami University, Ohio.

Mr. Kovach’s qualifications to serve on our board of directors include: his corporate leadership experience, including his experience as the Chief Executive Officer and, prior to that, as the Chief Financial Officer of Ranpak; his substantial expertise in managing businesses, operations and business strategy in the protective packaging industry, including his 21 years as a senior executive at Ranpak; and his extensive experience in corporate finance.

On April 8, 2022, Mr. Kovach notified the Company of his intention to retire from the Company’s Board, effective June 30, 2022.

Michael S. Gliedman, 58, 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 of directors 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 of Contentsdirectors 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 M. Tranen, 49, has been a member of our board of directors 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 Advisory Board of Team Impact Los Angeles. 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 of directors include: her strong business and financial acumen, including the ability to read 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.

Proposal No. 2

APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2019 OMNIBUS INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF CLASS A COMMON STOCK AUTHORIZED UNDER THE PLAN

Overview
Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of our Board has engaged Deloitte & Touche LLP (“Deloitte”), as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of Deloitte 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 Deloitte as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte 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 Deloitte. 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.

Principal Accountant Fees and Services

The following table provides information regarding the fees incurred to Deloitte during the fiscal year ended December 31, 2021 and during the fiscal year ended December 31, 2020. The Audit Committee approved all of the fees described below.

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 Holdings Corp. 2019 Omnibus Incentive Planunder 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 2021.

The Audit Committee has discussed with Deloitte, 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 “PlanPCAOB”) was adopted and approvedthe SEC. In addition, the Audit Committee has received from Deloitte the written disclosures and the letter required by our shareholders effectivethe applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence. Finally, the Audit Committee discussed with Deloitte, with and without management present, the scope and results of Deloitte’s audit of Ranpak’s audited financial statements as of May 20, 2019. We originally authorized upand for fiscal year 2021.

Based on these reviews and discussions, the Audit Committee has recommended to 4,118,055 sharesour Board that such audited financial statements be included in our Annual Report on Form 10-K for fiscal year 2021 for filing with the SEC. The Audit Committee also has engaged Deloitte as our independent registered public accounting firm for fiscal year 2022 and is seeking ratification of Class A Common Stock (“Shares”) for issuance undersuch selection by the Plan, and asstockholders.

Audit Committee

Robert C. King, Chair
Alicia M. Tranen

Kurt Zumwalt

Proposal No. 3
Non-Binding Advisory Resolution to Approve the Compensation of the proxy record date, 2,049,371 Shares remained available for future issuance under the Plan.
Named Executive Officers

We are asking our shareholdersstockholders to vote to approve, an amendmenton a non-binding advisory basis, the compensation of our named executive officers for 2021 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 2021 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 PlanCompany’s named executive officers, as described in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders, pursuant to increase the numbercompensation disclosure rules of Shares authorized for issuance under the Plan by 9,000,000, forSEC, 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 totalmajority of 13,118,055 (such plan,votes cast.  Broker non-votes will not affect the “Amended Plan”).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 of Directors. The proposed 9,000,000 additional Shares, togetherBoard of Directors 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.

Proposal No. 4
Non-Binding Advisory Resolution to Approve the Frequency of Future Advisory Votes on Executive Compensation

As described in Proposal No. 3 above, we are providing our stockholders with the 2,049,371 Sharesopportunity to cast an advisory vote on the compensation of the Company’s named executive officers.  

Section 14A of the Exchange Act requires us, at least once every six years, to allow our stockholders the opportunity to cast an advisory vote on how often we should seek future advisory votes on the compensation of the Company’s named executive officers in our proxy materials for future stockholder meetings. Under this proposal, stockholders may vote to have the “say-on-pay” vote every year, every two years or every three years, or may abstain from voting.

Say on Pay Frequency

After careful consideration, our Board believes that remain availablesubmitting the advisory vote on executive compensation on an annual basis is appropriate for issuance underour Company and its stockholders at this time. This determination by our Board was influenced by the Plan beforefact that meaningful portions of the Plan was amended, represents 14.6%compensation of our Shares outstanding asnamed executive officers are evaluated, adjusted and approved on an annual basis, even though our compensation policies and practices are designed to incentivize our named executive officers to build long-term stockholder value. As part of the annual compensation review process, the Board of Directors believes that stockholder perspectives should be a factor that is taken into consideration by the Board of Directors and the Compensation Committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy record date, March 31, 2021.

statement each year. We believeunderstand that increasingour stockholders may have different views as to what is the number of Shares issuable under the Plan is necessary in order to allow us to continue to align the long-term financial interests of employees, directors or consultants ofbest approach for the Company, and its subsidiaries with thosewe look forward to hearing from our stockholders on this agenda item every year. Accordingly, our Board of Directors recommends that the advisory vote on executive compensation be held every year. This advisory vote gives you as a stockholder the opportunity to vote on the frequency of advisory votes on executive compensation for the Company’s shareholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its subsidiaries. As of the filing of this Proxy Statement, the number of persons eligible to participate in the Plan is approximately 652. A copy of the Amended Plan is attached to this Proxy Statement as Exhibit A.

The Company’s board of directors (the “Board”) believes that the Amended Plan is in the best interest of shareholders and supports this proposal for the following reasons:

As a shareholder of the Company, you are invited to vote with respect to the Amended Plannamed executive officers through the following resolution:

ResolvedRESOLVED, that the shareholders approvestockholders wish the amendmentCompany to include an advisory vote on the Plan to increase tocompensation of the maximum number of Shares subject to Awards which may be issuedCompany’s named executive officers pursuant to such plan by 9,000,000 Shares (the “Incentive Plan Proposal”).

The Board recommends that the shareholders vote “FOR” Proposal No. 2.

The following is a summaryRule 14a-21(b) of the Amended Plan which is qualified in its entirety by the full text of the Amended Plan, a copy of which is included as Exhibit A to this Proxy Statement. The capitalized terms not otherwise defined in this summary have the meaning assigned to them in the Amended Plan.

Historical Annual Common Share Usage

As of December 31, 2020 there were zero Shares subject to outstanding options (0% of Shares outstanding) and 1,300,565 Shares subject to outstanding unit awards (1.8% of Shares outstanding) under all plans, as well as 2,516,216 Shares available for future grant (3.5% of Shares outstanding). In total, the Company had 3,816,781 Shares subject to outstanding equity awards or available for future equity awards under the Plan, which represented approximately 5.3% of the total weighted-average number of Shares outstanding (or “Overhang Percentage”). The 9,000,000 new Shares proposed to be included in the Amended Plan share reserve would increase the Overhang Percentage by an additional 12.4% to approximately 17.7% (as of December 31, 2020).

The Company’s gross burn rate for the last fiscal year was 2.2% and the inception to date burn rate is 4.5%. Burn rate does not take into account equity awards that have been cancelled or forfeited. Burn rate with respect to each year is calculated by dividing the total number of Shares subject to stock options and full value awards (such as restricted stock units) granted during the year (assuming achievement of the maximum performance levels for outstanding performance awards) by the total weighted-average number of Shares outstanding during the period. The Company’s burn rates set forth in this paragraph do not take into account the long-term incentive performance restricted stock unit awards since the grant date for those awards will not occur unless and until the amendment contemplated by this Proposal No. 2 is approved.

Summary of Plan Terms

Shares Subject to the Plan

Subject to adjustment (as described in the section titled “Types of Awards – Adjustments” below), the number of Shares that will be reserved for awards under the Amended Plan is 13,118,055 (inclusive of outstanding awards). If an award expires or is canceled or forfeited, or is otherwise settled without the issuance of Shares, the Shares covered by the award will again be available for issuance under the Amended Plan. In addition, any Shares withheld in respect of taxes paid or payable with respect to any Award other than an option or stock appreciation right (“SAR”) shall again be available for issuance under the Amended Plan. The following will not again become available for issuance under the Amended Plan: (i) any Shares withheld in respect of taxes paid or payable in respect of any option or SAR; (ii) any Shares tendered or withheld to pay the exercise price of options; (iii) any Shares underlying a SAR that are not issued upon settlement of such SAR; and (iv) any Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options. Shares underlying substitute awards (i.e., awards granted as replacements for awards granted by a company that we acquire or with which we combine) will not reduce the number of shares available for issuance under the Amended Plan.

Subject to adjustment, as described in the section titled “Types of Awards – Adjustments,” in any calendar year, no Participant who is a non-employee director of the Company shall be granted awards, in either equity, cash or other compensation, with an aggregate fair market value as of the grant date or payment date, as applicable, in excess of $500,000.

Administration

The Amended Plan is administered by the Compensation Committee, or such other committee as designated by the Company’s Board (any such committee, the “Committee”).

The Committee has authority under the Amended Plan to:Exchange Act:

Vote Required 

The option for which the greatest number of votes is cast will be deemed to be the frequency preferred by the stockholders.  Broker non-votes will not affect the outcome of the proposal as they are not counted as votes cast.

While we believe that a vote of every year is the best choice for us, you are not voting to approve or disapprove our recommendation of every year, but rather to make your own choice among a vote of once every year, every two years or every three years. You may also abstain from voting on this proposal.

This vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our stockholders will consider the outcome of the vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers.

THE BOARD RECOMMENDS A VOTE FOR “EVERY YEAR” FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

Executive Compensation

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 2021 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 2021, our NEOs and their positions were as follows:

The Committee may delegate the authority to grant Awards under the Amended Plan, to the extent permitted by applicable law, to (i) one or more officers of the Company (except that such delegation will not be applicable to any Award for a person then covered by Section 16 of the Securities Exchange Act of 1934) and (ii) one or more members of the Committee. 

As of the date of this Proxy Statement, we expect that approximately 645 employees and 7 non-employee directors will be eligible to receive Awards under the Amended Plan. The basis for participation in the Amended Plan is the Committee’s decision, in its sole discretion, that an Award to an eligible participant will further the Amended Plan’s purposes. In exercising its discretion, the Committee will consider the recommendations of management and the purposes of the Amended Plan, which are to continue to align the long-term financial interests of employees, directors and consultants of the Company and its subsidiaries with those of the Company’s shareholders, to attract and retain those individuals by providing compensation opportunities that are competitive with other companies and provide incentives to those individuals who contribute significantly to the long-term performance and growth of the Company and its subsidiaries. In recent years, all eligible directors received Awards under the Amended Plan (unless such compensation was waived) and, in June 2019, we made one broad-based equity grant to all full-time employees.

Types of AwardsChief Financial Officer;

The Plan provides for grants of stock options (both nonqualified and incentive stock options), SARs, restricted stock, restricted stock units, performance awards and other cash-based and stock-based awards (collectively, the “Awards”). Any Award may be granted alone or in tandem with other Awards, and may be granted in addition to, or in substitution for, other types of Awards.

Options. An option is a contractual right to purchase shares at a future date at a specified exercise price. The per share exercise price of an option will be determined by the Committee and may not be less than the fair market value of a share of the Company’s common stock on the grant date. The Committee will determine the date after which each option may be exercised, the method and form by which each option is to be exercised, and the expiration date of each option, provided that no option will be exercisable before the first anniversary of and more than ten years after the grant date. Options intended to be incentive stock options under Section 422 of the Code may not be granted to any person who is not an employee of us or any parent or subsidiary, as defined in Section 424 of the Code. There have not yet been any options granted under the Plan, and so there are no options outstanding under the Plan.

SARs. A SAR entitles the holder, upon exercise, to receive an amount of common stock, cash or a combination thereof (as determined by the Committee) determined by reference to appreciation, from and after the grant date, in the fair market value of a share of common stock over the exercise price established by the Committee. SARs may not be granted with an exercise price which is less than the fair market value of the common stock on the grant date

and may not be repriced without stockholder approval. Each SAR shall be exercisable at such times and subject to such terms and conditions as determined by the Committee, but may not be granted for a term in excess of ten years.

Restricted Stock. Restricted stock represents on Award of Shares that is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee.

Restricted Stock Units. Restricted stock units represent the right to receive Shares (or an equivalent value in cash or other property, as determined by the Committee) at a designated time in the future.

Performance Awards . Performance Awards, which may be provided in the form of options, SARS, restricted stock, RSUs or other Awards and may be denominated in cash or shares, will be earned on the satisfaction of performance goals specified by the Committee.

Other Stock-Based Awards. The Committee is authorized to grant other cash-based and stock-based Awards that are payable in cash or the Company’s common stock.

Performance Goals

The Committee mayestablish objectively determinable performance goals for a performance-based award based on one or more business criteria and other measures of performance. The business criteria may beexpressed in terms of Company-wide objectives or in terms of objectives that relate to the performance of an affiliate or a division, business segment or businessunit of the Company, and may be based upon relative or comparative performance. Any of the following performance measures may be used by the Committee in respect of performance-based awards: (i) revenue measures; (ii) income measures; (iii) earnings measures; (iv) cash flow measures; (v) return measures; (vi) share measures; (vii) balance sheet/risk management measures; (viii) strategic measures and (ix) any other measures as determined by the Committee.

Dividends and Dividends Equivalents

The Committee may provide that Awards shall earn dividends or dividend equivalents, as applicable, subject to such terms, conditions, restrictions and limitations as the Committee may establish. Options and SARs will not be eligible for dividends or dividend equivalents.

Minimum Vesting Requirements

Each Award granted pursuant to the Amended Plan (except for Awards granted to non-employee directors) will vest in full over a period of not less than one year following the date of grant. However, the Committee may, in its sole discretion, accelerate the vesting of an Award or otherwise lapse or waive this requirement upon certain qualifying terminations of service or a change in control. In addition, the Committee may grant Awards that are not subject to these minimum vesting requirements with respect to 5% of the maximum aggregate number of shares in the Company’s common stock available for issuance under the Amended Plan (as may be adjusted in accordance with the terms of the Amended Plan).

Adjustments

In the event the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), merger, reorganization, consolidation, separation, rights offering, recapitalization, stock split, split-up, spin-off, combination, repurchase or exchange of shares of the Company’s common stock or other securities of the Company, or other corporate transaction or event or change in corporate structure affecting the Company’s common stock, including any equity restructuring within the meaning of applicable accounting standards, an adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Amended Plan, the Committee will adjust equitably any or all of: (i) the number and type of shares or other securities that thereafter may be made the subject of Awards, including the aggregate limits under the Amended Plan; (ii) the number and type of shares or other securities subject to outstanding Awards; (iii) the grant, purchase, exercise or hurdle price for any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award and (iv) the terms and conditions of any outstanding Award (including, without limitation, any applicable performance targets or criteria with respect thereto).

Change in Control

In the event of a change in control, Awards will be treated as follows except as otherwise determined by the Committee or provided in the applicable award documentation:

Additionally, under the terms of the Amended Plan, to the extent not inconsistent with the provisions of the applicable Award Agreement, the Committee, in its sole discretion, either by the terms of the Award or by action taken prior to the occurrence of such change in control, may take additional actions, including but not limited to:

Amendment and TerminationWhile 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.”

The Board may amend, alter, suspend, discontinue or terminate the Amended Plan, subjectExecutive Summary

Compensation Philosophy and Objectives  

Our compensation program is designed to approval ofattract, retain and motivate our executives who drive the Company’s shareholders if required bysuccess. We believe that a strong performance-focused executive compensation program is essential to enable the rules ofCompany to achieve its corporate performance goals in the stock exchange on which the Company’s shares are principally traded. The Committee may amend any outstanding Award. However, no such Board or Committee action that would materially adversely affect the rights ofcompetitive protective packaging industry and drive stockholder value. We seek to achieve these objectives through a holder of an outstanding Award may be taken without the holder’s consent, except to the extent that such action is taken to cause the Amended Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.compensation program that:

Prohibition on RepricingCompensation Elements and Pay Mix

Subject toConsistent with our compensation philosophy, the adjustment provision described above, the Committee may not directly or indirectly, through cancellation or regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any Award established at the time of grant without approvalmajority of our shareholders.

U.S. Federal Income Tax Consequences

The following isNEOs’ target total direct compensation in fiscal 2021 was variable and at-risk, reflecting our belief that a summarysignificant amount of the United States federal income tax consequences that generally ariseexecutive compensation should be tied to performance for executives who bear higher levels of responsibility with respect to Awards, based onoverall Company performance. For both our CEO and our Managing Director, North America, 100% of their 2021 total direct compensation was in the federal tax lawsform of long-term equity incentive awards, and the majority of that compensation was “at risk” ineffect as the form of PRSUs.  The remainder was in the form of three-year vesting RSUs. Approximately 86% of the date2021 total direct compensation of this Proxy Statement. This summary isour other NEOs was at-risk, consisting of annual cash bonuses and PRSUs, and a large percentage of their compensation was in the form of long-term equity incentive awards (84%). Additionally, and not intendedincluded in the graphs below, we granted certain of our key employees, including our executive officers, a one-time special long-term incentive grant in 2020 that was subject to constitute (and is not) tax advice, and assumes that all Awards are exempt from, orcomply with,stockholder approval of an amendment to our equity plan to increase the rulesshare pool under Section 409Athe plan, which we obtained during our 2021 Annual Stockholders Meeting. For further discussion of the Code regarding nonqualified deferred compensation. Changes to tax laws could alter the consequences describedour special long-term incentive program grant, see below and participants are urged to consult their tax advisors regarding their specific circumstances.

Incentive Stock Options

A participant will not have income upon an ISO’s grant. Also, except as described below, a participant will not have income upon an ISO’s exercise if theparticipant has been employed by the Company or its corporate parent or 50% or more-owned corporate subsidiary at all times beginning with the option grant dateand ending three months before the exercise. If the participant has not been so employed during that time, then the participant will be taxed as described belowunder “Nonqualified Stock Options.” An ISO’s exercise may subject the participant to the alternative minimum tax.

A participant will have income upon the sale“Analysis of the stock acquired under an ISO at a profit (if sales proceeds exceed the exercise price). The type of income willdepend on when the participant sells the stock. If a participantFiscal 2021 Compensation—LTIP PRSUs.”

sells the stock more than two years after the option’s grant and more than one year after its exercise,

Executive Compensation Practicesthen all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged ina disqualifying disposition and a portion of the profit will be ordinary income (and the Company may be entitled to a federal income tax deduction with respect tosuch income) and a portion may be capital gain. This capital gain will be long term if the participant has held the stock for more than one year and otherwise will beshort term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be longterm if the participant held the stock for more than one year and otherwise will be short term.

Nonqualified Stock OptionsOur 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 post-pandemic labor market continues to be fluid and dynamic, we will continue to evaluate our compensation program and practices relative to our market peers.

A participant will not have income upon a nonqualified stock option’s grant. A participant will haveWe use traditional compensation income upon a nonqualified stock option’sexercise equalelements of base salary, annual cash incentives, long-term equity incentives, and employee benefits to the valuedeliver attractive and competitive compensation rewards to our executives for driving stockholder value. Our fiscal 2021 incentive program consisted of the stock on the exercise date less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to thedifference between the sales proceedsregular annual cash bonuses, RSUs and PRSUs. In addition, the value of the stock on the exercise date. This capital gain or loss will be long term if the participant has held the stockfor more than one year and otherwise will be short term. The Company generally will be entitled to a federal income tax deduction with respect to the participant’scompensation income.

Stock Appreciation Rights

A participant will not have income upon a SAR’s grant. A participant will have income upon the SAR’s exercise equal to the value of cash and/or the fair marketvalue (measured on the exercise date) of the shares received by the participant. This amount will be subject to income tax withholding. The Company generally willbe entitled to a federal income tax deduction with respect to the participant’s compensation income.

Restricted Stock

Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, andthe Company will not be allowed a tax deduction, at the time a restricted stock Award is granted, provided that the Award is nontransferable or is subject to asubstantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date(less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time. If the participant files an election under Section 83(b) of the Code within 30 days after the date of grant ofthe restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paidfor the stock), and the Company will be allowed a corresponding federal income tax deduction at that time. Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, theparticipant will not be able to recover the tax previously paid pursuant to the election under Section 83(b).

Restricted Stock Units

A participant will not recognize income, and the Company will not be allowed a tax deduction, at the time a restricted stock unit Award is granted. Upon receipt ofshares of stock (or the equivalent value in cash or other property) in settlement of a stock unit Award, a participant will recognize ordinary income equal to the fairmarket value of the stock or other property as of that date (less any amount he or she paid for the stock or property), and the Company will be allowed acorresponding federal income tax deduction at that time.

New Plan Benefits Table

Grants of Awards under the Amended Plan, if any, will generally be subject to the Committee’s discretion, and therefore, in general, we cannot determine the numberor type of Awards that will be granted to any participant under the Amended Plan. However, on March 3, 2020, the Board approved the grant of a special long-term incentive performance restricted stock unit award (“program PRSUs (the “LTIP PRSUs”) to certain executive officers and key employees

Independence of the Company, subject to shareholder approvalBoard of Directors

Our Board is currently composed of ten directors, six of whom qualify as independent within the meaning of the Amended Plan. The LTIP PRSUs are generally eligible to be earned and vest based onindependent director guidelines of the Company’s performance against pre-established performance metrics during the Company’s 2023, 2024 and 2025 fiscal years.New York Stock Exchange (“NYSE”).

One-thirdConsistent with our Corporate Governance Guidelines and charter of our Nominating, Environmental, Social & Governance Committee, our Board of Directors 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 LTIP PRSUs are eligible to vest onNominating, Environmental, Social & Governance Committee, our Board of Directors has determined that each of January 1, 2024, January 1, 2025Messrs. Corley, King, Seshadri and January 1, 2026 based onZumwalt and Mses. El and Tranen are independent, as defined in the achievement of performance goals during the one-year period immediately preceding the vesting date (each such one-year period, a “Measurement Period”), subject to continued employment on each such vesting date. The number of PRSUs earned and eligible to vest in respect of each such Measurement Period will be equal to one-thirdrules of the target numberNYSE.

Board Leadership Structure

Mr. Asali serves as both our Chief Executive Officer and the Chairman of PRSUs multipliedthe Board of Directors. The Board of Directors meets in executive session amongst non-management directors at each regularly scheduled quarterly Board meeting, which are presided over by an independent director. 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 of Directors 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.

Board Diversity and Attributes

Our Board believes diversity is important and seeks representation across a percentage that corresponds torange 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, 2021, our Board of Directors consisted of the level of achievement offollowing:

our Adjusted EBITDA goals. The LTIP PRSUs will vest in an amount between 0% and 300%Committees of the target numberBoard of PRSUs. For each Measurement Period, PRSUs will vest at target upon the achievement of $135 million in Adjusted EBITDA and will vest at the maximum level upon the achievement of $150 million in Adjusted EBITDA.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 meet 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 all members qualify as “Audit Committee financial experts” 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:

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:

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. 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:

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (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 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 2021. The Audit Committee met six times, the Compensation Committee met four times and the Nominating, Environmental, Social & Governance Committee met two times. During 2021, 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 2021 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 of Directors, directly and through audit 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 all of our key stakeholders, including our stockholders, customers, employees, communities, regulators and suppliers.  In recognition of this, in March 2021, the Company affirmatively expanded the purpose and responsibilities of the then Nominating and Corporate Governance Committee of the Board to oversee, review and assess Ranpak’s corporate social responsibility program and ESG initiatives and accordingly, changed the name of such Committee to the Nominating, Environmental, Social & Governance Committee. The Nominating, Environmental, Social & Governance Committee reviews our ESG reporting, including our annual ESG Impact Report and received regular briefings from our Chief Sustainability Officer. The committee continues to report 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 of Directors, management team, and employee workforce. In 2020, we joined The Board Challenge as a Charter Pledge Partner. The Board Challenge 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.

Directors

The following table sets forth the name, age as of April 12, 2022, 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 Messrs. Asali, Seshadri, Zumalt and Ms. El is set forth above in “Proposal No. 1 Election of Directors”).

THE BOARD RECOMMENDS A VOTE FORMichael A. Jones, THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.59, has been a member of our board of directors since July 2017 and has served as our Vice Chairman and Managing Director, North America since September 2019.  Mr. Jones 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 of directors 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.

Thomas F. Corley, 59, has been a member of our board of directors since July 2017. 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 ContentsRetail 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 PRE-Brands, Carbone Retail Sauce and Whitehouse Foods. He is also a Director at One Madison Group, on the Retail Advisory Board of TRAX USA and a Commercial Advisor for Bowery Farms.  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 of directors 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.  

Robert C. King, 63, has been a member of our board of directors since July 2017. 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 of directors 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.

Steve A. Kovach, 64, has been a member of our board of directors since June 2019. Mr. Kovach is currently retired. He served as the President and Chief Executive Officer of Ranpak Corp. from August 2012 to June 2017. In this role, Mr. Kovach was responsible for overseeing the day-to-day activities of Ranpak and overall corporate strategy. Prior to that, he was a Senior Vice President and the Chief Financial Officer of Ranpak Corp. from September 1996 to July 2012 and was responsible for all financial reporting and managing Ranpak’s financial management personnel and systems, as well as the company’s human resource and information technology functions. He also served as a Director of Ranpak from April 2002 to June 2017. From July 1988 until July 1993, Mr. Kovach was employed by LDI Corporation in a variety of managerial positions including serving as Vice President, Finance. He was also a Manager, Financial Trading and held other professional positions at BP America from July 1984 to July 1988. Mr. Kovach received an M.B.A. from the University of Chicago and a B.S.B.A. in Finance from Miami University, Ohio.

Mr. Kovach’s qualifications to serve on our board of directors include: his corporate leadership experience, including his experience as the Chief Executive Officer and, prior to that, as the Chief Financial Officer of Ranpak; his substantial expertise in managing businesses, operations and business strategy in the protective packaging industry, including his 21 years as a senior executive at Ranpak; and his extensive experience in corporate finance.

On April 8, 2022, Mr. Kovach notified the Company of his intention to retire from the Company’s Board, effective June 30, 2022.

Michael S. Gliedman, 58, 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 of directors 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 of directors 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 M. Tranen, 49, has been a member of our board of directors 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 Advisory Board of Team Impact Los Angeles. 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 of directors include: her strong business and financial acumen, including the ability to read 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.

Proposal No. 32
Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of our Board has engaged Deloitte & Touche LLP (“Deloitte”), as our independent registered public accounting firm for the fiscal year ending December 31, 2021 (“fiscal year 2021”),2022, and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of Deloitte is not expected to be present at the Annual Meeting, and thus will nothave an opportunity to make a statement orif 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 Deloitte as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte 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 Deloitte. 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 Independent Registered Public Accounting Firm

As previously disclosed, on June 5, 2019, the Audit Committee of the Board approved the dismissal of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm, effective as of June 6, 2019, in connection with the closing of the business combination whereby we acquired all of the issued and outstanding shares of common stock of Rack Holdings, Inc., a Delaware corporation, pursuant to the terms of the stock purchase agreement dated, as of December 12, 2018, by and among the Company, Rack Holdings, Inc. and Rack Holdings, L.P. (the “Business Combination”). The reports of Withum on the Company’s financial statements for the year ended December 31, 2018 and the period from July 13, 2017 (inception) to December 31, 2017 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except for an explanatory paragraph relating to a substantial doubt regarding the Company’s ability to continue as a going concern if the Company did not complete a business combination by January 22, 2020.

During the fiscal year ended December 31, 2018 and for and the subsequent interim period through June 4, 2019, (i) there were no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and Withum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Withum, would have caused Withum to make reference to the subject matter of the disagreement in its reports and (ii) there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Withum with a copy of the disclosures set forth above and requested that Withum furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of Withum’s letter, dated June 6, 2019, is filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 6, 2019.

On June 6, 2019, the Company engaged Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The decision to engage Deloitte as the Company’s independent registered public accounting firm was approved by the Audit Committee.

During the Company’s fiscal year ended December 31, 2018 and for the subsequent interim period through June 4, 2019, neither the Company nor anyone on its behalf consulted with Deloitte regarding either (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 financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was either the subject of a disagreement or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

A representative of Deloitte is not expected to be present at the Annual Meeting and thus will not make a statement or be available to respond to questions.

Principal Accountant Fees and Services

The following table provides information regarding the fees incurred to Deloitte during the fiscal year ended December 31, 2020 (“fiscal year 2020”)2021 and Deloitte and Withum during the fiscal year ended December 31, 2019 (“fiscal year 2019”).2020. The Audit Committee approved all of the fees described below.

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. This policy is set forth inThe Audit Committee may delegate its authority to pre-approve services to the charterChair of the Committee, provided that such designees present any such approvals to the full Audit Committee available at ir.ranpak.com.the next Audit Committee meeting.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Corporate Governance and ESG MattersReport of the Audit Committee of the Board of Directors

Board CompositionThe 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.

Our business and affairs are managed underThe primary purpose of the directionAudit Committee is to oversee our financial reporting processes on behalf of our Board. Our Board is currently composedThe 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 ten directors. The numberinternal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Ranpak’s audited financial statements as of directors is fixed by our Board, subject to the terms of our certificate of incorporation and our bylaws.for fiscal year 2021.

The Audit Committee has discussed with Deloitte, 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 Deloitte the written disclosures and the letter required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence. Finally, the Audit Committee discussed with Deloitte, with and without management present, the scope and results of Deloitte’s audit of Ranpak’s audited financial statements as of and for fiscal year 2021.

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 2021 for filing with the SEC. The Audit Committee also has engaged Deloitte as our independent registered public accounting firm for fiscal year 2022 and is seeking ratification of such selection by the stockholders.

Audit Committee

Robert C. King, Chair
Alicia M. Tranen

Kurt Zumwalt

Proposal No. 3
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 2021 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 2021 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 certificate of incorporationBoard and our bylaws provide for a classified Board consisting of three classes of directors, each serving staggered three-year terms as follows:Compensation Committee believe that these policies and practices are effective in implementing our compensation philosophy and in achieving our compensation program objectives. 

(1) Our Class I directorsAccordingly, we are Messrs. Gliedman, Kovach and Ms. Tranen, with terms expiring atasking our stockholders to vote “For” the 2023 annual meeting.following resolution: 

(2) Our Class II directors are Messrs. Corley, JonesRESOLVED, 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 2022 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and King,Analysis, the compensation tables and they are nominated for re-election at the Annual Meeting.narrative disclosure that accompanies the compensation tables. 

(3) Our Class III directors are Ms. El and Messrs. Asali, Seshadri and Zumwalt, with terms expiring at the 2022 annual meeting.Vote Required 

At each annual meetingThe approval 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 bythis non-binding advisory proposal requires the affirmative vote of a majority of votes cast.  Broker non-votes will not affect the remaining directors.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 of Directors. The Board of Directors 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 director electedVOTE FOR THE APPROVAL OF THE NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THIS PROXY STATEMENT.

Proposal No. 4
Non-Binding Advisory Resolution to Approve the Frequency of Future Advisory Votes on Executive Compensation

As described in Proposal No. 3 above, we are providing our stockholders with the opportunity to cast an advisory vote on the compensation of the Company’s named executive officers.  

Section 14A of the Exchange Act requires us, at least once every six years, to allow our stockholders the opportunity to cast an advisory vote on how often we should seek future advisory votes on the compensation of the Company’s named executive officers in our proxy materials for future stockholder meetings. Under this proposal, stockholders may vote to have the “say-on-pay” vote every year, every two years or every three years, or may abstain from voting.

Say on Pay Frequency

After careful consideration, our Board believes that submitting the advisory vote on executive compensation on an annual basis is appropriate for our Company and its stockholders at this time. This determination by our Board was influenced by the fact that meaningful portions of the compensation of our named executive officers are evaluated, adjusted and approved on an annual basis, even though our compensation policies and practices are designed to incentivize our named executive officers to build long-term stockholder value. As part of the annual compensation review process, the Board of Directors believes that stockholder perspectives should be a factor that is taken into consideration by the Board of Directors and the Compensation Committee in making decisions with respect to fill a vacancy (other than a vacancy created byexecutive compensation. By providing an increaseadvisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the sizeproxy statement each year. We understand that our stockholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our stockholders on this agenda item every year. Accordingly, our Board of Directors recommends that the advisory vote on executive compensation be held every year. This advisory vote gives you as a stockholder the opportunity to vote on the frequency of advisory votes on executive compensation for the Company’s named executive officers through the following resolution:

RESOLVED, that the stockholders wish the Company to include an advisory vote on the compensation of the Board) servesCompany’s named executive officers pursuant to Rule 14a-21(b) of the Exchange Act:

Vote Required 

The option for which the unexpired termgreatest number of such director’s predecessor in officevotes is cast will be deemed to be the frequency preferred by the stockholders.  Broker non-votes will not affect the outcome of the proposal as they are not counted as votes cast.

While we believe that a vote of every year is the best choice for us, you are not voting to approve or disapprove our recommendation of every year, but rather to make your own choice among a vote of once every year, every two years or every three years. You may also abstain from voting on this proposal.

This vote is advisory and until such director’s successor is electedtherefore not binding on the Company, the Compensation Committee or the Board of Directors. The Board of Directors and qualified.the Compensation Committee value the opinions of our stockholders will consider the outcome of the vote when making future decisions regarding the frequency of holding future stockholder advisory votes on the compensation of our named executive officers.

THE BOARD RECOMMENDS A director appointed to fill a position resulting from an increaseVOTE FOR “EVERY YEAR” FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION.

Executive Compensation

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 2021 who are named in the size“Summary Compensation Table.” This CD&A should be read together with the compensation tables and related disclosures set forth below. In 2021, our NEOs and their positions were as follows:

While the principal purpose of this CD&A is to review the compensation of our NEOs, many of the Board serves until the next annual meetingprograms discussed apply to other members of stockholders at which the class of directorssenior management who, together with our NEOs, are collectively referred 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,herein as nearly as possible, each class will consist of one-third of the directors.our “executive officers” or “executives.”

NumberExecutive Summary

Compensation Philosophy and Terms of Office of Officers and DirectorsObjectives  

Our officers are appointed bycompensation program is designed to attract, retain and motivate our executives who drive the BoardCompany’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 serve atdrive stockholder value. We seek to achieve these objectives through a compensation program that:

Compensation Elements and Pay Mix

Consistent with our compensation philosophy, the discretionmajority of our NEOs’ target total direct compensation in fiscal 2021 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 Managing Director, North America, 100% of their 2021 total direct compensation was in the form of long-term equity incentive awards, and the majority of that compensation was “at risk” in the form of PRSUs.  The remainder was in the form of three-year vesting RSUs. Approximately 86% of the board2021 total direct compensation of directors, rather thanour other NEOs was at-risk, consisting of annual cash bonuses and PRSUs, and a large percentage of their compensation was in the form of long-term equity incentive awards (84%). Additionally, and not included in the graphs below, we granted certain of our key employees, including our executive officers, a one-time special long-term incentive grant in 2020 that was subject to stockholder approval of an amendment to our equity plan to increase the share pool under the plan, which we obtained during our 2021 Annual Stockholders Meeting. For further discussion of our special long-term incentive program grant, see below under “Analysis of Fiscal 2021 Compensation—LTIP PRSUs.”

Executive Compensation Practices

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 post-pandemic 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 specific termsdriving stockholder value. Our fiscal 2021 incentive program consisted of office. Our Board is authorized to appoint persons to the offices set forth in our certificate of incorporationregular annual cash bonuses, RSUs 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.PRSUs. In addition, two of our anchor investors each have the right to designate one observer to our Board.

Independence of the Board of Directors

Our Board is currently composed of ten directors, six of whom qualify as independent within the meaning of the independent director guidelines of the NYSE. Messrs. Corley, King, Seshadri and Zumwalt and Mses. El and Tranen are “independent directors” as defined in the rules of the New York Stock Exchange (“NYSE and applicable SEC rules and regulations.

The rules of the NYSE require that a majority of our Board be independent. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company)”).

Consistent with our Corporate Governance Guidelines and Chartercharter of our Nominating, Environmental, Social and& Governance Committee, our Board of Directors has undertaken a review ofmade an affirmative determination as to the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.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 and& Governance Committee, our Board of Directors has determined that each of Messrs. Corley, King, Seshadri and Zumwalt and Mses. El and Tranen are independent.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 of Directors. In the ordinary course, theThe Board of Directors meets in executive session amongst non-management directors at each regularly scheduled quarterly Board meeting, which are presided over by an independent director, at each regularly scheduled quarterly Board meeting. Additionally, the Board of Directors meets in executive session at non-regularly scheduled Board meetings at the discretion of the non-management directors.director. We also have fully independent Audit, Nominating, Environmental, Social and& Governance, and Compensation committees along with governance practices that promote independent leadership and oversight.

The Board of Directors 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. Additionally, the Board of Directors will continue to periodically review its leadership structure.

Our Corporate Governance Guidelines are available on our website at ir.ranpak.com, neither of which are incorporated in this proxy statement.

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, 2020,2021, our Board of Directors consisted of the following:

	* based on characteristics self-identified by directors

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 and& Governance Committee. Each of the committees reports to the Board as they deem appropriate and as the Board may request. The charter of each of these committees is available on our website at ir.ranpak.com, neither of which is incorporated into this proxy statement.

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 meet the independence requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE and all members of the Audit Committee meet 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 all members qualify as “Audit Committee financial experts” 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:including assisting the Board in its oversight of:

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.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 functionsresponsibilities of the Compensation Committee, including:

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 and& Governance Committee

Our Nominating, Environmental, Social and& Governance Committee is currently composed of Messrs. Corley, and Seshadri and Zumwalt and Ms. El. 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 and& Governance Committee independence.

The Nominating, Environmental, Social and& Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships and the size and composition of the Board. In addition,The Nominating, Environmental, Social & Governance Committee charter details the principal responsibilities of the Nominating, Environmental, Social and& Governance Committee, is primarily responsible for assisting the board in:including:

Compensation Committee Interlocks and Insider Participation

The following directors served on our Compensation Committee in 2020: Messrs King and Seshadri and Ms. Tranen. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) applicable to our directors, officers and employees that complies with the rules and requirements of the NYSE. The Code of Ethics is available on our website (ir.ranpak.com) (not hereby incorporated by reference). In addition, a copy of the Code of Ethics will be provided without charge upon request from us. The Company intends to disclose any amendments to or waivers of certain provisions of the Code on its website at ir.ranpak.com within the time period required by the SEC and the NYSE.

Copies of Ethics inour 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 Current Report on Form 8-K.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. However, holding and exercising employee stock options, RSUs, PRSU or other equity-based awards granted under our equity compensation plans is not prohibited. We prohibit employees and directors from pledging Company securities in any circumstance, including by purchasingand from holding Company securities on margin or holding Company securities in a margin account.

Meetings of the Board, Board and Committee Member Attendance and Annual Meeting Attendance

Our Board met fourfive times during fiscal year 2020.2021. The Audit Committee met 23six times, the Compensation Committee met sixfour times and the Nominating, and CorporateEnvironmental, Social & Governance Committee met fourtwo times. During fiscal year 2020,2021, 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. EightNine out of the nineten directors then in service attended the 20202021 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, including with respect to recommendations for director nominees, such correspondence should be sent to the attention of David Murgio,Sara Horvath, Secretary at Ranpak, 3 East 28th Street, 8th Floor, New York, New York 10016.7990 Auburn Road, Concord Township, Ohio 44077. The Secretary will forward correspondence relating to a director’sthe Board’s duties or responsibilities to the specified recipient. Correspondence that is unrelated to a director’s duties and responsibilitieswill be handled at the Secretary’s discretion. Stockholders may be discarded or otherwise addressedalso submit recommendations of director candidates by following the Secretary.same procedures.

Director Nomination Considerations

In making recommendations to the Company’s Board of nominees to serve as directors, the Nominating, Environmental, Social and Governance Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and 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 and 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. Moreover, the Nomination and Corporate Governance Committee also determines as necessary whether it may be appropriate to add or remove individuals from the Board after considering issues of judgment, diversity (including gender or ethnic diversity), age, skills, background and experience.

Presiding Director

The non-management directors may select an independent director to serve as presiding director for each executive session of the Board. Interested parties can communicate with the non-management directors as a group by contacting David Murgio, Secretary, at 3 East 28th Street, 8th Floor, New York, New York 10016.

Role of the Board in Risk Oversight

The Board oversees our risk management. The Board of Directors, directly and through audit 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.

Environmental, Social and GovernanceESG Reporting

Environmental, Social and Governance (“ESG”) practices are critical to Ranpak’s strategy, business, culture and purpose. In conducting our business we strive to give back to the communities in which we work and minimize our environmental impact. To highlight thisour commitment in April 2021to ESG practices, we published ourpublish an annual ESG Impact Report for 2020, Deliver a Better World (“2020 ESG Report”).Report. For more information, on this reportand a copy of our most recent ESG Impact Report, please visit our website ranpak.com/sustainability, the contents, including the 2020 ESG Report, neither of which are incorporated by reference.sustainability.

Board Oversight of Material Environmental and Social Risk

Ranpak takes into account considerations that affect all of our key stakeholders, including our stockholders, customers, employees, communities, regulators and suppliers.  In recognition of this, in March 2021, the Company affirmatively expanded the purpose and responsibilities of the then Nominating and Corporate Governance Committee of the Board to oversee, review and assess Ranpak’s corporate social responsibility program and ESG initiatives and accordingly, changed the name of such Committee to the Nominating, Environmental, Social and& Governance Committee. The Nominating, Environmental, Social and& Governance Committee reviews our ESG reporting, including our 2021annual ESG Impact Report and received regular briefings from our Chief Sustainability Officer. The committee continues to report to our full Board which has ultimate responsibility to oversee material ESG risks and opportunities.

Human Capital Resources and Workforce Diversity

We striveare 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, for all our team members,facilitating an encouraging environment, and we work to facilitate an environment that encourages open communication and collaboration across our organization, and that helps all ourhelping employees attain their professional and educational goals. To this end, we have established departmental budgets set aside for training and provide a tuition reimbursement program for employees seeking bachelors or masters degrees.

We are proud to count men and women of all races and ethnicities as members of our Board of Directors, management team, and employee workforce. In 2020, we joined the The Board Challenge as a Charter Pledge Partner. The Board Challenge 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 global organization that values life experiences, ideas,fair and cultures that eachmerit-based evaluation 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. 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.

Certain Relationships In June 2019 and Related Person Transactions

We describe below transactions and seriesSeptember 2021, every employee (excluding those eligible for stock-based compensation programs) received an equity award, providing a community of similar transactions, during our last fiscal year, to which we were a party or will be a party,employee-owners who can personally share in which:

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.”

Trent Meyerhoefer, a former executive officer, entered into a separation agreement with Ranpak in 2020 in connection with his termination of service with the Company that provided, among other things, that the Company would continue to pay him a continuation of his base salary for 12 months and a prorated annual bonus for 2020 based on actual performance. See “Executive Compensation” for more details.

Shared Services Agreement

On June 3, 2019, upon the closing of the Business Combination, we entered into a shared services agreement (the “Shared Services Agreement”) with onereward 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 $0.5 million in 2020.

Registration Rights Agreement

As a result of the Business Combination and entered simultaneously with the Shared Service Agreement, we are a party to a registration rights agreement with certain security holders, including Omar Asali (our Chairman and Chief Executive Officer), Bharani Bobba (our Chief Financial Officer until June 3, 2019), William Drew (our Chief Financial Officer since May 15, 2020), Thomas Corley, Michael Jones, Robert King and Salil Seshadri (our directors), and the Sponsor, JS Capital LLC, Soros Capital L.P., BSOF Master Fund L.P. and BSOF Master Fund II L.P. (each, a significant stockholder). The agreement requires us to maintain an effective resale shelf registration statement for the benefit of such security holders until they are permitted by law to freely sell their securities without registration or no longer hold Ranpak securities.

Founder Shares

On June 3, 2019, upon the closing of the Business Combination, the original 11,250,000 Class B ordinary shares issued to the Sponsor and the Anchor Investors (defined below) in private placements prior to our initial public offering converted on a one-for-one basis into 6,663,953 shares of Class A common stock and 731,383 shares of Class C common stock (the “founder shares”). As of the closing of the Business Combination, an aggregate of 2,940,336 founder shares owned by the Sponsor were subject to certain transfer restrictions, including an earnout provision, pursuant to the terms of the certain securities subscription agreement, dated as of July 18, 2017 (the “Securities Subscription Agreement”), as amended on December 1, 2017 and May 13, 2019 (the “Sponsor Earnout Amendment”), by and between the Company and the Sponsor. In addition, on May 13, 2019, the Company and JS Capital LLC (our significant stockholder) entered into an earnout agreement (the “Anchor Earnout Agreement”), pursuant to which JS Capital LLC agreed to an earnout provision with respect to the 3,750,000 founder shares issued to the Anchor Investors. These shares may not be disposed of except in accordance with these restrictions, if still applicable.

In addition, 157,500 shares of Class A common stock held by BSOF Master Fund L.P. and BSOF Master Fund II L.P (our significant holders) will be surrendered for no consideration unless, prior to the fifth anniversary of the Business Combination, either (A) the closing price of our Class A common stock equals or exceeds $12.25 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period or (B) the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all ordinary stockholders having the right to exchange their common stock for consideration in cash, securities or other property which equals or exceeds $12.25 per share (in each case as adjusted for share splits, dividends, reorganizations, recapitalizations and the like). In the first quarter of 2021, our stock performed above these thresholds and exceeded the necessary durations where the applicable shares are no longer subject to these surrender conditions.

Forward Purchase Agreements

We entered into forward purchase agreements (as amended, the “Forward Purchase Agreements”) in connection with our initial public offering pursuant to which certain accredited investors (the “Anchor Investors”), including JS Capital, LLC (our significant stockholder), Soros Capital LP (our significant stockholder), Omar Asalicollective success.

(Note About Website and ESG Impact Reports

The reports mentioned above, or any other information from our Chairman and Chief Executive Officer), William Drew (our Chief Financial Officer) and Salil Seshadri (our director), agreed to purchase an aggregatewebsite, are not part of, 15,000,000 Class A shares and Class C shares, plus 5,000,000 redeemable warrants, for a purchase price of $10.00 per Class A share or Class C share, as applicable, or $150,000,000 in the aggregate, in a private placement that closed concurrently with the closingincorporated by reference into this Proxy Statement. Some of the Business Combination.

Securities Subscription Agreementsstatements and Earnout

Pursuantreports 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 the Securities Subscription Agreement, as amended (the “Securities Subscription Agreement”), certain stockholders, including JS Capital, LLC (our significant stockholder), Omar Asali (our Chairmanbe promises or guarantees. The statements and Chief Executive Officer), William Drew (our Chief Financial Officer) and Salil Seshadri (our director) agreed to purchase more shares of the company. Theyreports may also bechange at any time and we undertake no obligation to update them, except as required to surrender to the Company their founder shares if the closing price of the Class A common stock (or any successor class of listed common shares) equals or exceeds $12.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 consecutive trading day period or we complete a liquidation, merger, share exchange or other similar transaction that results in all of our common stockholders having the right to exchange their common equity for consideration in cash, securities or other property which equals or exceeds $12.50 per share (as adjusted for share splits, dividends, reorganizations, recapitalizations and the like) in the ten year period following the consummation of the Business Combination (the “Earnout”). In the first quarter of 2021, our stock performed above these thresholds and exceeded the necessary durations where the applicable shares are no longer subject to these surrender conditions.

Reallocation Agreement

On November 12, 2018, we entered into a reallocation agreement with certain investors, including JS Capital, LLC (our significant stockholder), Soros Capital LP (our significant stockholder), Omar Asali (our Chairman and Chief Executive Officer), William Drew (our Chief Financial Officer) and Salil Seshadri (our director), who provided equity financing for the Business Combination under the Forward Purchase Agreements and the Securities Subscription Agreements, pursuant to which the shares subject to the Anchor Earnout Agreement and the rights to acquire 5,000,000 warrants to purchase Class A shares arising under the Forward Purchase Agreements were reallocated among all equity financing investors pro rata based on the aggregate amount of equity financing provided by such equity financing investors under the Forward Purchase Agreements and the Securities Subscription Agreements.

2020 Warrant Exchange

On August 6, 2020 we commenced (i) an offer to each holder of our outstanding public warrants, forward purchase warrants and private placement warrants (collectively, the “Warrants”) to purchase shares of Class A common stock and (ii) the solicitation of consents from warrant holders to amend an existing January 2018 Warrant Agreement which governed the Warrants. Warrant holders include certain investors, including Arrowmark Colorado Holdings LLC (our significant stockholder), Blackstone Group Inc. (our significant stockholder), JS Capital, LLC (our significant stockholder), Soros Capital LP (our significant stockholder), Omar Asali (our Chairman and Chief Executive Officer), William Drew (our Chief Financial Officer) and Salil Seshadri (our director). They and all Warrant holders exchanged each of their Warrants for Class A common stock; no Warrants remain outstanding.

Employment Agreements

Please see “Executive Compensation” for information on the compensation and employment arrangements with our executive officers.

Indemnification Agreements

Our certificate of incorporation and our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law. In addition, we have entered into customary indemnification agreements with certain of our directors and executive officers. These agreements require us to indemnify these individuals and, in certain cases, affiliates of such individuals, to the fullest extent permissible under Delaware law against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Related Person Transactions Policy

Our written code of 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 and Governance committee of the Board of Directors of any such disclosure.

Directors

The following table sets forth the name, age as of April 13, 202112, 2022, 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 Messrs. Corley, JonesAsali, Seshadri, Zumalt and KingMs. El is set forth above in “Proposal No. 1 Election of Directors”). The Board 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.

Omar M. AsaliMichael A. Jones,  50, 59, has served as our Chief Executive Officer since August 2019 and Chairmanbeen a member of our board of directors since JuneJuly 2017 and has served as our Vice Chairman and Managing Director, North America since September 2019.  Previously, he was Chairman of the board of directors andMr. Jones served as Chief ExecutiveCustomer Officer of One Madison from July 2017 to June 2019. Mr. Asali served as President and Chief Executive Officer of HRG from March 2015 until April 2017, as President of HRG effective as of October 2011 and as Acting President since June 2011. Mr. Asali also served as a director of HRGLowe’s Companies, Inc. from May 2011 to April 2017.2014 through October 2016. In this role, Mr. AsaliJones was responsible for overseeing the day-to-day activities of HRG, including M&A activitystore environment, merchandising, customer experience, marketing, strategy and overall business strategyresearch for HRG and HRG’s underlying subsidiaries. Mr. Asali was directly involved in all of HRG’s acquisitions across all sectors, and he was actively involved in HRG’s management and investment activities. Mr. Asali was also the Vice Chairman of Spectrum Brands and a member of the board of directors of FGL, Front Street Re Cayman Ltd. and NZCH Corporation (formerly, Zap.Com Corporation), each a subsidiary of HRG.Lowe’s U.S. stores operations. Prior to becoming Presidentthis role, Mr. Jones served as the Chief Merchandising Officer of HRG,Lowe’s Companies Inc. since January 2013. In this capacity, Mr. AsaliJones was a Managing Directorresponsible 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 Global Strategy of Harbinger Capital.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 joining Harbinger Capital in 2009,this role, Mr. Asali was the co-head of Goldman Sachs HFS where he helped manage approximately $25 billion of capital allocated to external managers. Mr. Asali alsoJones served as co-chairHead of Sales and Service for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFSGeneral 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 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division, providing M&ASales, Service, Product Management and strategic advisory services to clients in the High Technology Group. Mr. Asali previously worked at Capital Guidance, a boutique private equity firm. Mr. Asaliinternational business. He began his career workingat 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 a public accounting firm.GE Consumer and Industrial. He is currently on the Board of Johnson C. Smith University, and Children’s National in Washington, DC. Mr. AsaliJones received an M.B.A. from Columbia Business School and a B.S. in AccountingBusiness Administration from Virginia Tech.California Coast University in Santa Ana, California.

Mr. Asali’sJones’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 sell-side and buy-side analyst experience including presentations to analyst and investors and business positioning; his substantial experience in mergersstrategy development and acquisitions, corporate finance and strategic business planning; his track record at HRG andextensive leadership positions in advising and managing multi-national companies; and his experience serving as a director for various public and private companies.

Pamela ElThomas F. Corley, 63, has served as a director since November 2020. She is the founder of Pam El Consulting which she founded in 2019 and in which position she currently serves. 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 bachelor’s degree in Mass Communications from Virginia Commonwealth University and was recently inducted into the VCU Communications Hall of Fame, and serves on the boards of the Ad Council and ChildFund International.

Ms. El’s qualifications to serve on our board of directors include: her extensive corporate leadership experience and marketing experience.

Michael S. Gliedman, 57, 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. He59, has been a member of our board of directors since June 2019.July 2017. Mr. Gliedman is also Managing DirectorCorley 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 Blue Strat Advisors,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 technology strategydifferentiated sales organization and digital transformation consulting firm that he founded in November 2017. Previously,cultivated excellent customer relationships. Prior to serving at Acosta, Mr. Gliedman was SeniorCorley held several senior roles at Kraft

Foods Group over a thirty year tenure. Mr. Corley served as an Executive Vice President and Chief Information Officer for the National Basketball AssociationPresident of Retail Sales and Foodservice from October 2012 through 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.2015.  Prior to joining the NBA,that, Mr. GliedmanCorley served as Senior Vice President Applicationof 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 ViacomPRE-Brands, Carbone Retail Sauce and Whitehouse Foods. He is also a Director at One Madison Group, on the Retail Advisory Board of TRAX USA and a Commercial Advisor for Bowery Farms.  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 May 1997the University of St. Thomas in Minnesota.

Mr. Corley’s qualifications to serve on our board of directors 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.  

Robert C. King, 63, has been a member of our board of directors since July 2017. Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 1999.2013 to August 2014. Prior to joining Viacom, he was a PrincipalCytoSport, Mr. King served as an Advisor to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the MediaNorth 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 & Entertainment practiceGamble from 1980 to 1984. Previously, Mr. King served as an Executive Vice President and President of North America at Booz Allen & Hamilton,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 19912005 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 1997.2015. Mr. GliedmanKing 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 an M.B.A. with a concentration in Marketing from Columbia Business School and a B.A. in Computer ScienceEnglish from BrandeisFairfield University.

Mr. Gliedman’sKing’s qualifications to serve on our board of directors include: his extensive experience driving business focused technology initiatives developed throughcorporate leadership and public company experience; and his more than 41 years as a management consultant and as an operator at both Viacom and the NBA; hisof substantial expertise in digital marketingmanaging businesses and social media; andoperations in the consumer packaged goods industry, including his 1821 years of corporate leadership experience as a senior executive atin the NBA.North America Pepsi system.

Steve A. Kovach, 63,64, has been a member of our board of directors since June 2019. Mr. Kovach is currently retired. He served as the President and Chief Executive Officer of Ranpak Corp. from August 2012 to June 2017. In this role, Mr. Kovach was responsible for overseeing the day-to-day activities of Ranpak and overall corporate strategy. Prior to that, he was a Senior Vice President and the Chief Financial Officer of Ranpak Corp. from September 1996 to July 2012 and was responsible for all financial reporting and managing Ranpak’s financial management personnel and systems, as well as the company’s human resource and information technology functions. He also served as a Director of Ranpak from April 2002 to June 2017. From July 1988 until July 1993, Mr. Kovach was employed by LDI Corporation in a variety of managerial positions including serving as Vice President, Finance. He was also a Manager, Financial Trading and held other professional positions at BP America from July 1984 to July 1988. Mr. Kovach received an M.B.A. from the University of Chicago and a B.S.B.A. in Finance from Miami University, Ohio.

Mr. Kovach’s qualifications to serve on our board of directors include: his corporate leadership experience, including his experience as the Chief Executive Officer and, prior to that, as the Chief Financial Officer of Ranpak; his substantial expertise in managing businesses, operations and business strategy in the protective packaging industry, including his 21 years as a senior executive at Ranpak; and his extensive experience in corporate finance.

On April 8, 2022, Mr. Kovach notified the Company of his intention to retire from the Company’s Board, effective June 30, 2022.

Michael S. Gliedman, 58, 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 of directors 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 of directors 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 M. Tranen, 48,49, has been a member of our board of directors 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 Advisory Board of Team Impact Los Angeles. 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 of directors include: her strong business and financial acumen, including the ability to read 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.

Salil Seshadri, 44, has been a member of our board of directors 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 Ezetap, Niyo and Anello Photonics. He also serves on the Investment Committee for the Ethical Culture Fieldston School in New York City. 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,52,has been a member of our board of directors 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 currently serves on the board of directors of Omeros Corporation, the United States Tennis Association (USTA) and the USTA Foundation.  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 of directors include: his strong business and financial acumen, including expertise in accounting standards and with financial statements.

Executive OfficersProposal No. 2
Ratification of Selection of Independent Registered Public Accounting Firm

The Audit Committee of our Board has engaged Deloitte & Touche LLP (“Deloitte”), as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of Deloitte 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 Deloitte as our independent registered public accounting firm. However, the Audit Committee is submitting the selection of Deloitte 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 Deloitte. 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.

Principal Accountant Fees and Services

The following table sets forthprovides information regarding the name, agefees incurred to Deloitte during the fiscal year ended December 31, 2021 and during the fiscal year ended December 31, 2020. The Audit Committee approved all of the fees described below.

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 April 13, 2021 and positionfor fiscal year 2021.

The Audit Committee has discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the individuals who currently servePublic Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received from Deloitte the written disclosures and the letter required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence. Finally, the Audit Committee discussed with Deloitte, with and without management present, the scope and results of Deloitte’s audit of Ranpak’s audited financial statements as of and for fiscal year 2021.

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 2021 for filing with the SEC. The Audit Committee also has engaged Deloitte as our independent registered public accounting firm for fiscal year 2022 and is seeking ratification of such selection by the stockholders.

Audit Committee

Robert C. King, Chair
Alicia M. Tranen

Kurt Zumwalt

Proposal No. 3
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 2021 as described in this Proxy Statement, in accordance with the requirements of Section 14A of the Company. 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 2021 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 2022 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 of Directors. The Board of Directors 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.

Proposal No. 4
Non-Binding Advisory Resolution to Approve the Frequency of Future Advisory Votes on Executive Compensation

As described in Proposal No. 3 above, we are providing our stockholders with the opportunity to cast an advisory vote on the compensation of the Company’s named executive officers.  

Section 14A of the Exchange Act requires us, at least once every six years, to allow our stockholders the opportunity to cast an advisory vote on how often we should seek future advisory votes on the compensation of the Company’s named executive officers in our proxy materials for future stockholder meetings. Under this proposal, stockholders may vote to have the “say-on-pay” vote every year, every two years or every three years, or may abstain from voting.

Say on Pay Frequency

After careful consideration, our Board believes that submitting the advisory vote on executive compensation on an annual basis is appropriate for our Company and its stockholders at this time. This determination by our Board was influenced by the fact that meaningful portions of the compensation of our named executive officers are evaluated, adjusted and approved on an annual basis, even though our compensation policies and practices are designed to incentivize our named executive officers to build long-term stockholder value. As part of the annual compensation review process, the Board of Directors believes that stockholder perspectives should be a factor that is taken into consideration by the Board of Directors and the Compensation Committee in making decisions with respect to executive compensation. By providing an advisory vote on executive compensation on an annual basis, our stockholders will be able to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the proxy statement each year. We understand that our stockholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our stockholders on this agenda item every year. Accordingly, our Board of Directors recommends that the advisory vote on executive compensation be held every year. This advisory vote gives you as a stockholder the opportunity to vote on the frequency of advisory votes on executive compensation for the Company’s named executive officers through the following also includes certain information regarding our officers’ individual experience, qualifications, attributes and skills (information for Mr. Asali and Mr. Jones is set forth above under “Directors”).resolution:

RESOLVED, that the stockholders wish the Company to include an advisory vote on the compensation of the Company’s named executive officers pursuant to Rule 14a-21(b) of the Exchange Act:

William Drew, 39, has served as Chief Financial Officer since May 2020. He previously served asVote Required 

The option for which the Chiefgreatest number of Staffvotes is cast will be deemed to be the frequency preferred by the stockholders.  Broker non-votes will not affect the outcome of the proposal as they are not counted as votes cast.

While we believe that a vote of every year is the best choice for us, you are not voting to approve or disapprove our recommendation of every year, but rather to make your own choice among a vote of once every year, every two years or every three years. You may also abstain from voting on this proposal.

This vote is advisory and therefore not binding on the Company, a role he held since October 2, 2019. Prior to this, from June 3, 2019, the dateCompensation Committee or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our stockholders will consider the outcome of the business combination with Rack Holdings Inc., Mr. Drew served as Headvote when making future decisions regarding the frequency of Business Development. Prior toholding future stockholder advisory votes on the closingcompensation of the business combination, Mr. Drew served as the Managing Director of One Madison Group from September 2017 to June 3, 2019. Previously, Mr. Drew spent five years at HRG Group where he was Vice President, Investments and 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 having joined after starting his career in investment banking at Deutsche Bank Securities Inc. from 2004 through 2006. Mr. Drew graduated from Georgetown University in 2004 with a BSBA in Finance and a minor in Government.our named executive officers.

THE BOARD RECOMMENDS A VOTE FOR “Antonio GrassottiEVERY YEAR” FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION., 59, has served as Managing Director, 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, 56, has served as Managing Director, Europe since June 2019. He previously served as Managing Director of Ranpak BV from July 2009 to June 2019. 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 in Business Administration from the HTS Bedrijfskunde in Eindhoven, The Netherlands.

Executive Compensation

Summary Compensation Table

The following table sets forth information concerning the compensation paid to each of the employees who served as our principal executive officer during our fiscal year ended December 31, 2020, our two other most highly compensated executive officers who served as an executive officer as of December 31, 2020Discussion and each individual who would have been one of the most highly compensated executive officers for our fiscal year ended December 31, 2020 if such individual would have been serving as an executive officer as of such date.

2020 SUMMARY COMPENSATION TABLE

For the 2020 amounts, the amount in the table includes the following values: (i) PRSUs ($825,997) and RSUs ($660,796) for Mr. Asali; (ii) PRSUs ($825,997) and RSUs ($825,997) for Mr. Jones; (iii) PRSUs ($289,100) and RSUs ($231,278) for Mr. Laurensse and (iv) PRSUs ($371,696) and RSUs ($297,355) for Mr. Meyerhoefer. The PRSUs vest over a three-year period with the number of PRSUs that are ultimately distributed determined based on the achievement of Adjusted EBITDA. The grant date fair value assuming a 150% payout, which is the maximum outcome of the performance conditions, would be $1,238,996 for Mr. Asali, $1,238,996 for Mr. Jones and $433,650 for Mr. Laurensse. Mr. Meyerhoefer’s PRSUs were forfeited in connection with his termination of employment.

Narrative Disclosure to the Summary Compensation TableAnalysis

Executive Employment AgreementsOverview

The Company entered into offer letter agreementsThis 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 2021 who are named in the “Summary Compensation Table.” This CD&A should be read together with Messrs. Asalithe compensation tables and Jones. The offer letters with Messrs. Asali and Jones, each effective as of June 3, 2019, provided for a grant of PRSUs which have been forfeited in

accordance with their terms. Mr. Asali was not entitled to any additional compensation upon his appointment to CEO on August 13, 2019.

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 $28,688 in 2020. Ranpak also makes a premium contribution to Mr. Laurensse’s health care and provides Mr. Laurensse with a pension benefit on the same terms and conditions as other employees of Ranpak B.V.

Annual Base Salary and Incentive Compensation

Messrs. Laurensse and Meyerhoefer received base salaries to compensate them for services rendered to the Company. The base salaries are intended to provide a fixed component of compensation that is commensurate with each executive’s experience, role and responsibilities. The base salaries for 2020 arerelated disclosures set forth in the Summary Compensation Table above.

below. In 2020, Mr. Meyerhoefer was eligible to earn an annual cash bonus targeted at 60% of his base salary based on the attainment of adjusted EBITDA targets established by2021, our Board. The actual cash bonus awarded to Mr. Meyerhoefer for 2020 performance is set forth in the “Non-Equity Incentive Plan Compensation” column of the 2020 Summary Compensation Table. The 2020 annual bonus for Mr. Meyerhoefer was prorated to reflect his termination of employment.

Mr. Laurensse is eligible for a bonus each year at the sole discretion of the Company. The actual cash bonus awarded to Mr. Laurensse for 2020 performance is set forth in the “Bonus” column of the 2020 Summary Compensation Table.

Equity Awards

In 2020, each of Mr. Asali, Mr. Jones, Mr. LaurensseNEOs and Mr. Meyerhoefer received the following equity grants in fiscal year 2020:their positions were as follows:

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 2021 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 Managing Director, North America, 100% of their 2021 total direct compensation was in the form of long-term equity incentive awards, and the majority of that compensation was “at risk” in the form of PRSUs.  The remainder was in the form of three-year vesting RSUs. Approximately 86% of the 2021 total direct compensation of our other NEOs was at-risk, consisting of annual cash bonuses and PRSUs, and a large percentage of their compensation was in the form of long-term equity incentive awards (84%). Additionally, and not included in the graphs below, we granted certain of our key employees, including our executive officers, a one-time special long-term incentive grant in 2020 that was subject to stockholder approval of an amendment to our equity plan to increase the share pool under the plan, which we obtained during our 2021 Annual Stockholders Meeting. For further discussion of our special long-term incentive program grant, see below under “Analysis of Fiscal 2021 Compensation—LTIP PRSUs.”

Executive Compensation Practices

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 post-pandemic 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 2021 incentive program consisted of regular annual cash bonuses, RSUs and PRSUs. In addition, the special long-term incentive program PRSUs (the “LTIP PRSUs”) are also shown in our disclosure this year.  Although these awards were approved and communicated in 2020, due to the stockholder approval occurring in 2021, these awards are deemed to have been granted in 2021 for accounting purposes and are included in our compensation tables as a grant in 2021. 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, 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 will attend our Compensation Committee meeting in April 2022 and, going forward, will be regularly advising 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.

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:

Analysis of Fiscal 2021 Compensation

In 2021, the principal elements of our executive compensation program were as follows:

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. Our CEO and our Managing Director, North America do not receive a base salary and instead are compensated entirely in the form of equity awards, as discussed further below.

The initial base salaries for our executive officers were set taking into account historical compensation for each executive officer prior to the Ranpak Business Combination, the details of which were described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on

March of 2020,3, 2021. Using the historical data, the Compensation Committee reviewed and determined adjustments to the base salaries for each of our executive officers, including our NEOs, as part of its annual executive compensation review. In addition, 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.

The base salaries of our NEOs for fiscal 2021 are shown in the Summary Compensation Table below. Messrs. Laurensse and Grassotti each received an increase in base salary in 2021 from the 2020 level of approximately 5% (which after accounting for currency conversions ended up representing an increase of approximately 9% in US dollars) 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:

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 2021, our actual AEBITDA was $117.8 million, resulting in a percentage payout of 200% 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 200% of their target bonus amount, as set forth below:

Annual Equity Incentive Awards

Since the Ranpak Business Combination in 2019, we have used RSUs and PRSUs as our annual equity incentive awards.  We believe that providing long-term incentive compensation in the form of equity awards 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. 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 RSUs and PRSUs granted to our NEOs in fiscal 2021.

Fiscal 2021 Annual Equity Incentive Awards

RSUs

The RSUs vest ratably in three equal installments on each of March 3, 2021, 2022 and 2023 and the PRSUs vest in three equal installments on each of March 3, 2022, 2023 and 2024, subject to achievement of the applicable performance goals.

PRSUs

The 2021 PRSUs were eligible to be earned between 0% and 150% of the target level based on the Company’s achievement of AEBITDA during 2021 as follows:

AEBITDA has the same meaning as described above under “Annual Cash Bonuses” above.

Any PRSUs that were earned will vest over three years, with the first 1/3 having vested on March 3, 2022, and the remainder vesting on the following two anniversaries. For 2021, our actual AEBITDA was $117.8 million, and so 150% of the target 2021 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.

LTIP PRSUs

In 2020, in order to further engage and motivate our core executive team, the Compensation Committee approved the issuance of a special long-term multi-year incentive in the form of the LTIP PRSUs.  This program was a result of a review and discussion among the Compensation Committee and its independent compensation consultant. The Compensation Committee considered competitive compensation data, the Company’s business model and strategy, and the Company’s performance to date in its decision to implement this program.  The LTIP PRSUs were granted subject to stockholder approval of an amendment to the 2019 Omnibus Plan to increase the share pool under the plan, which we obtained during our 2021 Annual Stockholders Meeting. As a result, while the LTIP PRSUs were approved by the Compensation Committee and communicated to participants in 2020, due to the stockholder approval requirement, under the SEC disclosure rules they are reported as compensation for fiscal year 2021.

The target LTIP PRSUs are divided equally into three portions that are eligible to be earned and to vest based on the AEBITDA achievement for the corresponding fiscal year, as follows:

The AEBITDA goals and payout percentages for each measurement period are set forth in the table below:

*There is linear interpolation for AEBITDA achievement between the goals set forth above.

We believe that this LTIP PRSU program provides our executives with an additional special long-term incentive award in 2020. Since theseto 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. If the LTIP PRSUs pay out, and particularly if they pay out on the above-target scale, we believe our Company will have achieved and sustained profitability that will drive growth and stockholder value.

At the time the LTIP PRSU awards are contingent on shareholder approval they are not includedwere approved by the Committee, the target value of the awards was as follows:

The values shown in the 2020 Summary Compensation Table.Table and Grants of Plan Based Awards Table are significantly higher than the target values shown above because the awards were subject to stockholder approval of the amendment to our equity plan, and so the value of the awards for SEC reporting purposes was based on our stock price as of the date of stockholder approval, which was significantly higher than when the Committee approved the awards.

We note that the grants to our CEO, Mr. Asali and our Managing Director, North America, Michael Jones, were significant, in part because these executives are critical drivers of our profitability and growth, and their compensation is composed only of equity incentive awards. The Committee thought it was appropriate to motivate and reward Messrs. Asali and Jones to achieve the long-term goals set out in the program. The Company does not intend to consider any additional special or multi-year grants (outside our annual equity grant program) until the LTIP PRSU program is completed.

Other Compensation

RetirementCompany 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. MeyerhoeferDrew 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 theirhis individual contributions.

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.insurance, as applicable.

As part of histheir compensation package, Mr. Laurensse is entitled to the use of a company car and Mr. Grassotti is entitled to car allowance payment,payments, which includes fuel, maintenance and insurance. In 2020,2021, the estimated value for the use of the company car was $29,903 for Mr. Laurensse and the car allowance was $28,688.$27,445 for Mr. Grassotti. Ranpak provided this benefit to help ensure that Mr. Laurensse and Mr. Grassotti would be able to devote histheir 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 $73,186 to help subsidize housing payments.

Outstanding Equity Awards at Fiscal Year EndEmployment Arrangements and Severance

Employment Agreements

The following table sets forth information concerning unexercised options, stock that has not vestedCompany entered into offer letter agreements with Messrs. Asali, Jones and equity incentive plan awards for the executive officers named in the 2020 Summary Compensation TableDrew. The offer letters with Messrs. Asali, Jones and Drew, each effective as of the end of our fiscal year ended December 31, 2020.June 3, 2019, provide for at-will employment. The offer letters do not provide for any severance entitlements.

OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR ENDIn 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 $29,903 in 2021. 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

The CompanyPrior to the Ranpak Business Combination, a subsidiary of our predecessor company entered into a severance and non-competition agreement with Mr. Meyerhoefer and a Separation Agreement with Mr. MeyerhoeferGrassotti in May of 2020 in connection with his termination of employment (collectively, theNovember 2015 (the “Severance AgreementsAgreement”). The Severance Agreements provideAgreement provides that in connection withthe event that Mr. Meyerhoefer’s termination of employment,Grassotti is terminated without “cause” or resigns for “good reason” (as each such term is defined in the Severance Agreement), subject to his compliance with the applicable restrictive covenants and 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) a prorated 2020any earned but unpaid annual bonus based on 2020 performance,for the year prior to termination, (iii) COBRA continuation premium paymentsany earned bonus for the year of termination, (iv) an amount to cover the remaining contractual commitments incurred by Mr. MeyerhoeferGrassotti for housing, car and his dependentsmedical expenses, in each case not to exceed Mr. Grassotti’s allowance for a particular expense and (v) an amount of up to six months following the separation date. Additionally, in accordance with the applicable award agreements, 22,518 RSUs underSGD 7,000 for costs incurred for a move from Singapore to a location of Mr. Meyerhoefer’s restricted stock unit award agreement dated June 3, 2019Grassotti’s choice. The Severance Agreement also provides that Mr. Grassotti is subject to non-competition and 4,576 RSUs under Mr. Meyerhoefer’s restricted stock unit award agreement dated March 3, 2020 will be deemed vested as of his termination date. In addition, Mr. Meyerhoefer remains 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.

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.

Equity Compensation PlansOther 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”.

2019 Omnibus Incentive PlanAnti-Hedging and Pledging Policy

Our 2019 Omnibus Incentive Plan (the “Incentive Plan”) was originally adoptedInsider Trading Policy covers hedging and approved bypledging. 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 Boardmarket 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 shareholdersCompensation 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 asfor taxable years beginning after December 31, 2017. As a result, we expect that compensation paid to our named executive officers in excess of May 2019. For information about the Incentive Plan, please see Proposal No. 2.$1 million generally will not be deductible.

EXECUTIVE COMPENSATION TABLES

Equity2021 Summary Compensation Plan InformationTable

The following table summarizessets 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, 2021, 2020 and 2019.

For the 2021 amounts, the amount in the table includes the following values: (i) PRSUs ($22,933,600) and RSUs ($420,884) for Mr. Asali; (ii) (PRSUs ($3,390,426) and RSUs ($289,773) for Mr. Drew; (iii) PRSUs ($6,812,800) and RSUs ($420,884) for Mr. Jones, (iv) PRSUs ($3,682,874) and RSUs ($220,835) for Mr. Laurensse and (v) PRSUs ($2,444,126) and RSUs ($84,173) for Mr. Grassotti. The grant date fair value of the PRSUs includes the value of the Multi-Year PRSUs.

The value of the PRSUs (including the LTIP PRSUs) on the grant date, assuming the highest level of performance conditions will be achieved, is $66,642,000 for Mr. Asali; $9,451,700 for Mr. Drew; $18,279,600 for Mr. Jones; $10,226,221 for Mr. Laurensse; and $6,890,360 for Mr. Grassotti.