Omar
Asali | (3) | Member of the Nominating, Environmental, Social and Governance Committee |
Omar M. Asali, 50,
Omar Asali, 53, has served as our Chief Executive Officer since August 2019 and Chairman of our board of directors since June 2019. Previously, he was Chairman of the board of directors and Chief Executive 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 HRG from May 2011 to April 2017. Mr. Asali was responsible for overseeing the day-to-day activities of HRG, including M&A activity and overall business strategy 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. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital. Prior to joining Harbinger Capital in 2009, 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 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’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, 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. 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.
Steve A. Kovach, 63, 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.
Alicia M. Tranen, 48, 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 Officers
The following table sets forth the name, age as of April 13, 2021 and position of the individuals who currently serve as the executive officers of the Company. The following also includes certain information regarding our officers’ individual experience, qualifications, attributes and skills (information for Mr. Asali and Mr. Jones is set forth above under “Directors”).
Name | | Age | | Position | Omar M. Asali | | 50 | | Chief Executive Officer and Chairman of the Board since June 2019, and served as Chief Executive Officer and Chairman of the Board of the special purpose acquisition corporation launched by One Madison Group, One Madison Corporation (OMAD) from September 2017 until the consummation of the Business Combination. Mr. Asali founded One Madison Group, LLC in 2019 and, since 2024, he has been a Co-Founder and Partner of reconstituted One Madison Group. Mr. Asali served previously as President and Chief Executive Officer of HRG. Mr. Asali also served as a director of HRG from 2011 to 2017. Mr. Asali was responsible for overseeing the day-to-day activities of HRG, including M&A activity and overall business strategy. Mr. Asali was also the Vice Chairman of Spectrum Brands and a member of the board of directors of FGL and Front Street Re Cayman Ltd., each a subsidiary of HRG. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital. Prior to that, Mr. Asali was the cohead of Goldman Sachs Hedge Fund Strategies where he helped manage approximately $25 billion of capital. Mr. Asali also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division. Mr. Asali received an M.B.A. from Columbia Business School and a B.S. in Accounting from Virginia Tech. Mr. Asali also currently serves as a director at Plenty Unlimited, Pickle Robot, Carbone Fine Food and Virginia Tech Foundation Board. | | William Drew | Mr. Asali’s qualifications to serve on our Board include: his substantial experience in mergers and acquisitions, corporate finance and strategic business planning; his track record at HRG and in advising and managing multi-national companies; and his experience serving as a director for various public and private companies. | 39 |
Pam
El | | Chief Financial Officer | Pam El, 66, has served as a director since November 2020. She founded Pam El Consulting in 2019, and currently serves as its CEO. Previously, from 2014 to 2018, Ms. El was EVP and CMO at the National Basketball Association, where she was responsible for global marketing for the NBA, WNBA, and NBA G League. Prior to her tenure at the NBA, from 2013 to 2014, Ms. El was SVP of Marketing for Nationwide Insurance and from 2002 to 2013, Marketing Vice President of State Farm Insurance, where she led sales and marketing strategy for the U.S. and Canada. She earned a B.S. in Mass Communications from Virginia Commonwealth University and was recently inducted into the VCU Communications Hall of Fame. She also serves as a director on the board of IDIQ, an industry leader in credit report and identity theft monitoring and data breach preparation. Ms. El also serves on the national board of the non-profit WISE (Women in Sports & Events). | | Antonio Grassotti | Ms. El’s qualifications to serve on our Board include: her extensive corporate leadership experience and marketing experience. | 60 |
Ranpak 13 2024 Proxy Statement
TABLE OF CONTENTS Michael S.
Gliedman | | | Michael S. Gliedman, 60, has served as our Chief Technology Officer since March 2020. In this capacity, Mr. Gliedman oversees all aspects of technology for the Company as well as Digital and Corporate Marketing. He has been a member of our Board since June 2019. Mr. Gliedman is also Managing Director APACof 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 cybersecurity 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. | | Eric Laurensse | Mr. Gliedman’s qualifications to serve on our Board include: his extensive experience driving business focused technology initiatives developed through years as a management consultant and as an operator at both Viacom and the NBA; his substantial expertise in digital marketing and social media; and his 18 years of corporate leadership experience as a senior executive at the NBA. | 57 |
Salil
Seshadri | | Managing Director, Europe | Salil Seshadri, 47, has been a member of our Board since June 2019. Mr. Seshadri is a Co-Founder and Partner of One Madison Group, LLC, a registered investment advisor that invests across public and private markets with a focus on long-term value creation. Prior to co-founding One Madison, Mr. Seshadri was the Chief Investment Officer and founding partner of JS Capital Management LLC, a private investment firm, where he served from 2011 to 2023. 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 at Soros Fund Management, where he served from 2009 to 2011. Prior to joining Soros Fund Management, Mr. Seshadri was employed for nearly a decade by Goldman Sachs Group, Inc. At Goldman Sachs, Mr. Seshadri served as Vice President in Goldman Sachs’ Hedge Fund Strategies group from 2002 to 2008. Currently, Mr. Seshadri serves as a Board member or Observer for private companies such as WheelsEye, Plenty, Pickle Robot, MUSIC, Anello Photonics and Carbone Fine Foods. Mr. Seshadri received a B.A. in Economics, with a concentration in Psychology from Columbia University. | | Michael A. Jones | 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. | 58 | | Vice Chairman and Managing Director, North America |
Ranpak 14 2024 Proxy Statement
TABLE OF CONTENTS Alicia
Tranen | | | Alicia Tranen, 51, has been a member of our Board since June 2019. Ms. Tranen is currently the Founder, General Partner and Portfolio Manager of Boulevard Capital Management, which she founded in June 2008. Boulevard Capital Management is an investment fund that primarily invests in public companies. Ms. Tranen is also a Senior Advisor to 3L Capital Management, a growth equity firm based in New York City and Los Angeles. Previously, she served as a Senior Analyst at Cantillon Capital, an $11 billion long-short equity hedge fund, from inception in February 2003 to March 2008. At Cantillon, Ms. Tranen was a senior member of the investment team. Prior to that, she was a Principal at RRE Ventures, a venture capital firm with $500 million in assets, from September 1999 to March 2002. While at RRE Ventures, Ms. Tranen served on the boards of directors, or as an observer to the board, of 10 RRE Ventures portfolio companies. From September 1994 to August 1997, Ms. Tranen was a Research Associate at Fidelity Management & Research Co, where she was responsible for research, analysis and coverage of over 100 public companies. Ms. Tranen currently serves on the National Board of Team Impact. Ms. Tranen received an M.B.A. from Harvard Business School and a B.A. in Economics from Tufts University. | | | Ms. Tranen’s qualifications to serve on our Board include: her strong business and financial acumen, including the knowledge of operational financials and balance sheets; her extensive experience as an investor in public companies of all sizes across multiple industries; her background evaluating the financial performance of late stage private companies and public companies; and her experience as a director and/or a significant stockholder in numerous companies. | |
Kurt
Zumwalt | | | Kurt Zumwalt, 55, has been a member of our Board since March 2020. Mr. Zumwalt served as Treasurer of Amazon 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 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 has previously served on the board of the United States Tennis Association (USTA) and the USTA Foundation from 2019 through 2022, as well as the board of Omeros (OMER) from March 2020 through June 2023. He also currently serves on the board of the Women’s Tennis Association (WTA) since August of 2023. Mr. Zumwalt received an M.B.A. from the Foster School of Business at the University of Washington and a B.A. from the University of Pennsylvania. | | | Mr. Zumwalt’s qualifications to serve on our Board include: his strong business and financial acumen, including expertise in accounting standards and with financial statements. | |
Ranpak 15 2024 Proxy Statement
William DrewTABLE OF CONTENTS
Ratification of Selection of Independent Registered Public Accounting Firm
The Audit Committee of our Board has engaged KPMG LLP (“KPMG”), 39, has served as Chief Financial Officer since May 2020. He previously servedour independent registered public accounting firm for the fiscal year ending December 31, 2024, and is seeking ratification of such selection by our stockholders at the Annual Meeting. A representative of KPMG is expected to be present at the Annual Meeting, and will have an opportunity to make a statement if they desire to do so, and will be available to respond to questions. Neither our bylaws nor other governing documents or applicable law require stockholder ratification of the selection of KPMG as our independent registered public accounting firm. However, the ChiefAudit Committee is submitting the selection of StaffKPMG to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain KPMG. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of the Company a role he held since October 2, 2019. Prior to this, from June 3, 2019, the date of the business combination with Rack Holdings Inc., Mr. Drew served as Head of Business Development. Prior to the closing 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&Aour stockholders. Principal Accountant Fees 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.Antonio Grassotti, 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 forthprovides information concerningregarding the compensation paidfees incurred to each ofKPMG during 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, 20202023 and each individual who would have been one ofto KPMG and Deloitte & Touche LLP (“Deloitte”) during the most highly compensated executive officers for our fiscal year ended December 31, 2020 if2022. The Audit Committee approved all of the fees described below. | Audit fees(1) | | | $3,055,024 | | | $1,927,788 | | | Tax fees(2) | | | – | | | – | | | Audit-related fees(3) | | | – | | | – | | | All other fees | | | – | | | – | | | Total fees | | | $3,055,024 | | | $1,927,788 | |
(1)
| Audit fees for the years ended 2023 and 2022 consist of fees billed for professional services rendered for the audit of our consolidated financial statements, review of the financial statements included in the Company’s Form 10-Q filings and services that are normally provided by KPMG in connection with regulatory filings, and for 2023, includes $1,453,038 in fees that relate to the year ended December 31, 2022. KPMG began providing these services in the second quarter of 2022. Deloitte provided these services in the first quarter of 2022. |
(2)
| Fees for professional services performed with respect to tax compliance, tax advice and tax planning. |
(3)
| Fees for assurance and related services that are reasonably related to the performance of the audit or review of our year-end consolidated financial statements and internal controls. Fees for comfort processes in coordination with Company’s registration statements filings. |
Ranpak 16 2024 Proxy Statement
TABLE OF CONTENTS 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 individual would have been servingdesignees 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. | |
Ranpak 17 2024 Proxy Statement
TABLE OF CONTENTS 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 anamended, 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 2023. The Audit Committee has discussed with KPMG, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has received from KPMG the written disclosures and the letter required by the applicable requirements of the PCAOB regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG their independence. Finally, the Audit Committee discussed with KPMG, with and without management present, the scope and results of KPMG’s audit of Ranpak’s audited financial statements as of and for fiscal year 2023. 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 2023 for filing with the SEC. The Audit Committee also has engaged KPMG as our independent registered public accounting firm for fiscal year 2024 and is seeking ratification of such selection by the stockholders. Audit Committee Robert C. King, Chair
Alicia Tranen
Kurt Zumwalt Ranpak 18 2024 Proxy Statement
TABLE OF CONTENTS 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 2023 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 2023 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 2024 Annual Meeting of Stockholders, pursuant to the compensation disclosure rules of the SEC, including in the Compensation Discussion and Analysis, the compensation tables and the narrative disclosure that accompanies the compensation tables. Vote Required The approval of this non-binding advisory proposal requires the affirmative vote of a majority of votes cast. Broker non-votes will not affect the outcome of the proposal as they are not counted as votes cast. While we intend to carefully consider the voting results of this proposal, this vote is advisory and therefore not binding on the Company, the Compensation Committee or the Board. The Board and the Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as of such date.2020 SUMMARY COMPENSATION TABLE
Name and Principal Position (1) | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(2) | | Non-Equity Incentive Plan Compensation ($) | | All Other Compensation ($)(3) | | Total ($) | Omar Asali Chief Executive Officer and Chairman | | | 2020 | | | | - | | | | | | | | 1,486,793 | | | | - | | | | - | | | | 1,486,793 | | | | | 2019 | | | | - | | | | - | | | | 1,000,000 | | | | - | | | | 6,776 | | | | 1,006,776 | | Michael A. Jones Vice Chaiman | | | 2020 | | | | - | | | | - | | | | 1,651,994 | | | | - | | | | - | | | | 1,651,994 | | | | | 2019 | | | | - | | | | - | | | | 1,000,000 | | | | - | | | | 6,294 | | | | 1,006,294 | | Eric Laurensse, Managing Director, Europe (4) | | | 2020 | | | | 274,882 | (5) | | | 48,544 | | | | 520,378 | | | | 102,798 | | | | 42,156 | | | | 988,758 | | Trent Meyerhoefer Former Chief Financial Officer | | | 2020 | | | | 368,680 | | | | - | | | | 669,051 | | | | 65,938 | | | | 254,670 | | | | 1,358,339 | | | | | 2019 | | | | 202,329 | | | | 90,284 | | | | 780,000 | | | | 4,716 | | | | 52,991 | | | | 1,130,320 | |
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. | (1) | Mr. Meyerhoefer’s employment was terminated on May 15, 2020. |
| (2) | This column representsThe Board recommends a vote FOR the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted in 2020, which includes time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). The grant date fair value of PRSU awards was calculated based on the expected valueapproval of the possible outcomes of the performance conditions related to these awardsnamed executive officer compensation, described in accordance with FASB ASC Topic 718 (excluding the effects of estimated forfeitures).this proxy statement. | |
Ranpak 19 2024 Proxy Statement
TABLE OF CONTENTS For the 2020 amounts, the amount
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 2023 who are named in the table includes“Summary Compensation Table.” This CD&A should be read together with the following values: (i)compensation tables and related disclosures set forth below. In 2023, our NEOs and their positions were as follows: Omar Asali, our Chairman and Chief Executive Officer; Bill Drew, our Executive Vice President and Chief Financial Officer; Eric Laurensse, our Managing Director, Europe; Antonio Grassotti, our Managing Director, APAC; and Mark Siebert, our Managing Director, North America. 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.” 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: Pays for Performance We provide incentives to our executive officers based upon meeting or exceeding specified financial targets that are challenging but achievable. A significant portion of our executives’ compensation is “at risk” and subject to achievement of performance criteria. As is described further below, our short-term incentive program is based upon our achievement of an adjusted EBITDA (“AEBITDA”) goal for the year. Performance-based compensation represented a significant portion of our NEO’s target total direct compensation for fiscal 2023. Instills an Ownership Culture We believe that long-term performance is achieved through an ownership culture that rewards performance by linking the interest of our executive officers with those of our stockholders. Our long-term incentive program for our executives is granted in the form of performance restricted stock units (“PRSUs”) and restricted stock units (“RSUs”). The PRSUs ($825,997)are only earned if the relevant performance targets are met, 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 periodperiod. The RSUs vest over a two-year period. We believe this program ensures that a significant portion of the compensation of our executives is “at risk” and is tied to our stock to increase alignment with our stockholders. In addition, the multi-year vesting schedule of both the RSUs and PRSUs reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term sustainability of the Company. Lastly, the multi-year vesting schedule also serves as a retention mechanism for our executives. Ranpak 20 2024 Proxy Statement
TABLE OF CONTENTS Pays Competitively We set compensation levels so that they are competitive with those of other individuals holding comparable positions at other multinational corporations of similar size, value and complexity with which we compete for talent. Values Stockholder Input In setting compensation levels, we take into account feedback from our stockholders, as applicable. Compensation Elements and Pay Mix Consistent with our compensation philosophy, the majority of our NEOs’ target total direct compensation in fiscal 2023 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 our CEO, 100% of his 2023 total direct compensation was in the form of equity incentive awards, and 45% of that compensation was “at risk” in the form of PRSUs. Approximately 43% of the 2023 total target direct compensation of our other NEOs was at-risk, consisting of annual cash bonuses and PRSUs. Ranpak 21 2024 Proxy Statement
TABLE OF CONTENTS | Fixed | | | Base Salary | | | This pay element is intended to provide a fixed component of compensation that is commensurate with each executive’s experience, role and responsibilities. We note that our CEO, Omar Asali, did not receive a base salary for 2023 and received all of his compensation in the form of equity awards. | | | Provides a steady source of income to our executive officers in line with the Company’s historic practices (including before we were public) and market practice. | | | Variable | | | Annual Cash Bonus | | | This element is designed to motivate senior executives and reward the achievement of specific performance goals that support our business strategy. We note that our CEO did not receive an annual cash bonus opportunity for 2023. | | | Payouts are determined based on achievement of AEBITDA** targets for 2023, as established by our Board. | | | | | | Equity
Incentive
Awards | | | This element is intended to align the interests of executives with long-term stockholder value and serve to attract and retain executive talent. | | | RSUs are subject to time-based vesting over a two-year period.
PRSUs may be earned at 0-150% of target based on achievement of AEBITDA targets for 2023, as established by our Board. PRSUs vest over a three-year period. | |
**
| AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items. For non-GAAP reconciliation information, see “Presentation and Reconciliation of GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Our executive compensation program and practices are designed to reinforce our pay-for-performance philosophy and incorporate corporate governance best practices designed to protect the interests of our stockholders. As the labor market continues to be fluid and dynamic, we will continue to evaluate our compensation program and practices relative to our market peers. We use traditional compensation elements of base salary, annual cash incentives, long-term equity incentives, and employee benefits to deliver attractive and competitive compensation rewards to our executives for driving stockholder value. Our fiscal 2023 annual incentive program consisted of regular annual cash bonuses and PRSUs. In addition, we have in place a special long-term incentive program (the “LTIP PRSUs”) that was granted in 2021 and is tied to multi-year performance goals during 2023-2025. We believe that this LTIP PRSU program provides our executives with an additional incentive to drive toward even greater profitability over the long term. This program will have value for executives only if the Company achieves and maintains significant profitability over multiple years, and it provides significant upside opportunity for outsized achievements. For more information about LTIP PRSUs, see section titled “LTIP PRSUs” in our 2021 CD&A in our proxy statement filed with the numberSEC on April 12, 2022. We evaluate the likelihood of attaining the performance criteria related to our executive compensation arrangements during each reporting period. As of December 31, 2023, our assessment of the executive compensation likely to be recognized related to the 2021 LTIP PRSUs that are ultimately distributed determined based on the performance criteria, actual results, and our projections was $0. Ranpak 22 2024 Proxy Statement
TABLE OF CONTENTS 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: | Pay for Performance - structure a substantial portion of pay to be “at risk” and based on Company performance | | | | | | No guaranteed bonuses or base salary increases | | | Provide bonuses that are dependent on meeting corporate and personal objectives with reasonable cap | | | | | | No “single-trigger” change in control payments | | | Retain independent compensation consultant | | | | | | No excessive perquisites | | | Formally assess risk within the executive compensation program | | | | | | No liberal share recycling | | | Set incentive plan targets that consider internal strategic plans for performance expectations | | | | | | No tax gross ups for executive officers | | | Minimum vesting requirements for equity incentive awards | | | | | | | | | Implement and enforce a NYSE-compliant clawback policy | | | | | | | | | Maintain robust stock ownership guidelines for our executive officers and directors | | | | | | | | | Ensure the independence of the Compensation Committee members and the advisors who report to them | | | | | | | | | Prohibit hedging transactions with respect to our equity securities | | | | | | | |
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. 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”). Ranpak 23 2024 Proxy Statement
TABLE OF CONTENTS Role of Management Our CEO typically makes recommendations to our Compensation Committee (other than with respect to his own compensation), attends certain Compensation Committee meetings, and is involved in the process for determining our NEOs’ compensation; provided that the CEO does not make any recommendation as to his own compensation nor does he participate in deliberations about or determinations of his own compensation. Our Compensation Committee considers management recommendations but is not required to follow any recommendations and may adjust compensation up or down as it determines in its discretion. Our Compensation Committee reviews the recommendations of management, and other data in determining each NEO’s total compensation, as well as each individual pay component. Role of the Compensation Consultant The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities and has engaged Frederic W. Cook & Co. (“FW Cook”) as its independent compensation consultant. FW Cook regularly advises the Compensation Committee on its executive compensation programs and overall compensation design, as well as peer company compensation practices. During 2023, the Compensation Committee assessed the independence of FW Cook under the applicable SEC and NYSE rules and concluded that its services presented no conflicts of interest. Use of Comparative Market Data For purposes of comparing our executive compensation program against the competitive market, the Compensation Committee considers recommendations from the CEO, and obtains input from its compensation consultant. The Compensation Committee does not use a single method or measure in making its compensation decisions, nor does it position compensation levels based upon a specific or target level relative to a peer group or other companies. Nonetheless, the pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. The Compensation Committee, with assistance from FW Cook and input from management, establishes Ranpak’s comparative peer group. The selection process begins with a list of potential peer companies, which is filtered using various criteria to determine the final list of peer companies, including but not limited to: Companies in similar industries Competitors for executive talent Companies that consider Ranpak a peer, are peers of our direct competitors, or are considered to be our peers by third parties (i.e., analysts and proxy advisors) Companies that fit certain desired financial size criteria, such as revenue, market cap, profitability, margin, etc. In preparation for making 2023 compensation decisions, the Compensation Committee reviewed the existing compensation peer group in consultation with the independent compensation consultant for continued financial and business fit. The table below reflects list of the 15 peer group companies utilized to inform compensation decisions for our NEOs for fiscal 2023. Based on data compiled by FW Cook at the time of the peer group review, our revenues and market capitalization were at the 29th and 28th percentiles, respectively, in relation to the 2023 peer group. | Allied Motion Tech
(AMOT) | | | CECO Environmental
(CECO) | | | Chase Corporation
(CCF) | | | Columbus McKinnon
(CMCO) | | | DMC Global
(BOOM) | | | The Eastern Company
(EML) | | | Enerpac Tool Group
(EPAC) | | | ESCO Technologies
(ESE) | | | Graham Corporation
(GHM) | | | Hurco Companies
(HURC) | | | Kadant
(KAI) | | | Myers Industries
(MYE) | | | Powell Industries
(POWL) | | | TriMas
(TRS) | | | UFP Technologies
(UFPT) | | | | |
Generally, the Compensation Committee evaluates the compensation of our executive officers relative to the median of the competitive market. However, as discussed hereafter, various other factors are taken into consideration in determining our executive officers’ compensation and the Compensation Committee does not target compensation at any specific level relative to Ranpak 24 2024 Proxy Statement
TABLE OF CONTENTS the competitive market. When reviewing our current executive compensation arrangements and approving each compensation element and the target total direct compensation opportunity for our executive officers, the Compensation Committee considers the following factors: Each individual executive officer’s skills, experience and qualifications relative to similarly-situated executives at other comparable companies in our industry; Each individual executive officer’s skills, experience and qualifications relative to similarly-situated executives at other comparable companies in our industry; Our performance against the financial and operational objectives established by the Compensation Committee and our Board; The compensation practices of our competitors; and The recommendations provided by our CEO with respect to the compensation of our other executive officers. Analysis of Fiscal 2023 Compensation In 2023, the principal elements of our executive compensation program were as follows: Base salary; Annual cash bonus; Annual equity incentive awards in the form of PRSUs; and Special, one-time retention awards in the form of RSUs. Base Salary Base salary represents the fixed portion of the compensation of our executive officers, including our NEOs, and is an important element of compensation intended to attract and retain highly talented individuals. The base salaries of our executive officers may be adjusted by the Compensation Committee in the event of a promotion or significant change in responsibilities. Mr. Asali did not receive a base salary in 2023 in respect of his services and instead was compensated entirely in the form of equity awards, as discussed further below. The base salaries of our NEOs for fiscal 2023 are shown in the Summary Compensation Table below. Mr. Drew received an increase in base salary in 2023 from the 2022 level of approximately 4.0%, Mr. Laurensse received an increase in base salary in 2023 from the 2022 level of approximately 1.9%, and Mr. Grassotti received an increase in base salary in 2023 from the 2022 level of approximately 4.0%, in each case, as part of our regular annual merit-based compensation review. Otherwise, there were no material changes to our NEOs’ base salaries in 2023. Annual Cash Bonuses We maintained an annual cash bonus program for our executive officers in 2023, in which our NEOs (other than Mr. Asali) were 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, with linear interpolation applied between performance levels. If our AEBITDA is below the threshold level, no bonuses will be paid. | Less than $74.2 | | | 0% | | | Threshold: $74.2 | | | 15% | | | Target: $87.3 | | | 100% | | | Maximum: $101.9 or greater | | | 200% | |
**
| AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items. For non-GAAP reconciliation information, see “Presentation and Reconciliation of GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Ranpak 25 2024 Proxy Statement
TABLE OF CONTENTS 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. 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 Adjusted EBITDA.the AEBITDA metric. For 2023, our actual AEBITDA was $76.5 million, resulting in a percentage payout of 25% for each of our executive officers who participated in the program. On March 5, 2024, the Compensation Committee approved an additional 25% payout based on its holistic evaluation of the Company's performance as determined in its discretion so each of our NEOs who participated in the program received a total annual bonus of 50% of their target bonus amount, as set forth below: | Omar Asali | | | $— | | | $— | | | Bill Drew | | | $118,560 | | | $59,280 | | | Antonio Grassotti | | | $164,335 | | | $82,168 | | | Eric Laurensse | | | $131,161 | | | $65,580 | | | Mark Siebert | | | $119,233 | | | $59,616 | |
Annual Equity Incentive Awards In 2023, we only granted PRSUs as part of the annual equity incentive compensation program, in furtherance of our pay-for-performance commitment. Our Compensation Committee and Board believe that offering meaningful equity ownership in the Company is helpful in retaining our NEOs and other key employees. We believe that providing long-term incentive compensation in the form of PRSUs is a critical element of our executive compensation program as it reinforces our pay-for-performance culture and aligns employees’ interests and contributions with the long-term interests of the Company’s stockholders. PRSUs also encourage achievement of our AEBITDA goals. Beginning in 2024, the Company will grant both PRSUs with a three-year vesting period and time-vesting RSUs with a two-year vesting period as part of the annual equity incentive compensation program, aligning our NEOs’ interests with stockholder value over the long term. 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. The 2023 PRSUs were eligible to be earned between 0% and 150% of the target level based on the Company’s achievement of AEBITDA during 2023 as follows, with linear interpolation applied between performance levels: | Less than $74.2 | | | 0% | | | Threshold: $74.2 | | | 15% | | | Target: $87.3 | | | 100% | | | Maximum: $100.4 or greater | | | 150% | |
**
| AEBITDA has the same meaning as described above under “Annual Cash Bonuses”. |
Ranpak 26 2024 Proxy Statement
TABLE OF CONTENTS Any PRSUs that were earned vest over three years. For 2023, our actual AEBITDA was $76.5 million, resulting in an achievement level of 25% of the target 2023 PRSUs for each of our executive officers. After careful consideration, the Compensation Committee approved an additional 25% payout based on its holistic evaluation of the Company's performance as determined in its discretion, so each of our NEOs received a payout of 50% of the target amounts as follows: | Omar Asali | | | $1,181,590 | | | $590,795 | | | Bill Drew | | | $393,857 | | | $196,929 | | | Antonio Grassotti | | | $261,204 | | | $130,602 | | | Eric Laurensse | | | $450,135 | | | $225,068 | | | Mark Siebert | | | $234,697 | | | $117,349 | |
(1)
| Based on grant date fair value. See “Grants of Plan Based Awards” table for further information. |
Changes to Fiscal 2024 CEO Compensation In 2023 and prior years, our CEO, Omar Asali, did not receive a base salary and received all of his compensation in the form of equity awards. As part of our regular annual compensation review, and upon considering Mr. Asali’s skills, experience and qualifications and the prevailing market practice, the Compensation Committee decided to provide Mr. Asali with a base salary of $600,000 and an annual target bonus opportunity that equals 100% of his base salary, effective May 1, 2024. Our Compensation Committee will continue to review and assess our CEO compensation to ensure alignment with the interests of the Company and our stockholders. Other Compensation One-Time Retention Award In August 2023, the Compensation Committee of the Board approved a one-time grant of RSUs to certain employees, including our NEOs, which was intended as a retention award. These RSUs vest in two equal installments on each of January 1, 2025 and January 1, 2026, subject to the NEO's continuous service through such dates. The grant date fair value assumingof these retention RSUs for the NEOs are as follows: | Omar Asali | | | $1,430,400 | | | Bill Drew | | | $417,200 | | | Antonio Grassotti | | | $238,400 | | | Eric Laurensse | | | $298,000 | | | Mark Siebert | | | $238,400 | |
Company 401(k) Plan The Company maintains a 150% payout,401(k) retirement savings plan for its employees in the United States, including the NEOs who satisfy certain eligibility requirements. Mr. Drew and Mr. Siebert were 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 their individual contributions. Retirement Plan The Company makes an annual contribution to a pension plan, which is a Dutch government-required pension plan (the “Dutch Retirement Plan”), on behalf of Mr. Laurensse. The Dutch Retirement Plan is a collective defined contribution plan administered in compliance with governing pension legislation in the maximum outcomeNetherlands. Other than through the Dutch Retirement Plan, we do not provide defined benefit pension benefits to any of our NEOs. Ranpak 27 2024 Proxy Statement
TABLE OF CONTENTS Employee Benefits and Perquisites All of the performance conditions,Company’s full-time employees, including the NEOs, are eligible to participate in the Company’s health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, health savings accounts, short-term and long-term disability insurance and life insurance, as applicable. As part of their compensation package, Mr. Laurensse is entitled to the use of a company car and Mr. Grassotti is entitled to car allowance payments, which includes fuel, maintenance and insurance. In 2023, the estimated value for the use of the company car was $21,144 for Mr. Laurensse and the car allowance was $26,464 for Mr. Grassotti. Ranpak provided this benefit to help ensure that Messrs. Laurensse and Grassotti would be $1,238,996 forable to devote their full business time to Ranpak’s affairs and to make employment at Ranpak attractive at a relatively modest cost to Ranpak. Additionally, Mr. Asali, $1,238,996 for Mr. JonesGrassotti was entitled to $70,570 to help subsidize housing payments. Employment Arrangements and $433,650 for Mr. Laurensse. Mr. Meyerhoefer’s PRSUs were forfeited in connection with his termination of employment. | (3) | Amounts under the “All Other Compensation” column for 2020 include: (i) for Mr. Laurensse, a car allowance (including insurance, maintenance and fuel) of $28,688 and pension contributions of $13,468 and (ii) for Mr. Meyerhoefer, $7,209 in 401(k) matching contributions, $3,542 in life insurance premiums paid by the Company and $234,084 and $9,835 in severance and COBRA benefits, respectively. |
| (4) | The values provided for Mr. Laurensse are in USD and are based on an exchange rate of 1:1.142 Euros to USD. |
| (5) | Base salary for Mr. Laurensse includes holiday pay equal to $19,417 for 2020. |
Narrative Disclosure to the Summary Compensation Table
Executive Severance
The Company entered into offer letter agreements with Messrs. Asali, Siebert and Jones. The offer letters with Messrs. Asali and Jones, eachDrew, effective as of June 3, 2019, providedMarch 21, 2023, and June 3, 2019, respectively. The offer letters provide for a grant of PRSUs which have been forfeited in31 at-will employment and do not provide for any severance entitlements.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. JonesSiebert is subject to non-solicitation and non-competition 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$21,144 in 2020.2023. 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. 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 are set forth in the Summary Compensation Table above.
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 by 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. Laurensse and Mr. Meyerhoefer received the following equity grants in fiscal year 2020:
In addition, in March of 2020, each of the NEOs was granted an additional special long-term incentive award in 2020. Since these awards are contingent on shareholder approval they are not included in the 2020 Summary Compensation Table.
Other Compensation
Retirement
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. Meyerhoefer 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 their individual contributions.
The Company makes an annual contribution to a pension plan on behalf of Mr. Laurensse.
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, short-term and long-term disability insurance and life insurance.
As part of his compensation package, Mr. Laurensse is entitled to a car allowance payment, which includes fuel, maintenance and insurance. In 2020, the car allowance was $28,688. Ranpak provided this benefit to help ensure that Mr. Laurensse would be able to devote his full business time to Ranpak’s affairs and to make employment at Ranpak attractive at a relatively modest cost to Ranpak.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth information concerning unexercised options, stock that has not vested and equity incentive plan awards for the executive officers named in the 2020 Summary Compensation Table as of the end of our fiscal year ended December 31, 2020.
OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR END
| | | Stock Awards | | Name | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Omar Asali Chief Executive Officer | | | 54,588 | (1) | | | 733,663 | | | | 102,354 | | | | 1,375,638 | | Michael A. Jones Vice Chairman | | | 68,236 | (1) | | | 917,092 | | | | 102,354 | | | | 1,375,638 | | Eric Laurensse, Managing Director, Europe | | | 19,106 | (1) | | | 256,785 | | | | 35,824 | | | | 481,475 | | Trent Meyerhoefer Former Chief Financial Officer | | | - | | | | - | | | | - | | | | - | |
| (1) | The RSUs vest ratably in three equal installments on each of March 3, 2020, 2021 and 2022. |
| (2) | The PRSUs vest in three equal installments on each of March 3, 2021, 2022 and 2023, subject to achievement of the applicable performance goals. |
Termination and Change in Control Benefits The
Prior to 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 “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, the “Severance Agreements”November 2015 (the “Severance Agreement”). 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 covenantssigning and signingnot revoking 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 subjectto 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,Company, in addition to any severance or benefit he may be entitled to under Dutch labor laws. Other than the agreements described above, the Company does not have any employment agreements with its NEOs. In addition, we do not maintain any formal severance plan or agreements for our NEOs. Upon a termination of employment and/or a change in control, any outstanding equity awards will be treated in accordance with their terms, described further below under “Potential Payments Upon Termination or Change in Control.” Ranpak 28 2024 Proxy Statement
TABLE OF CONTENTS Equity Compensation Plans
2019 Omnibus Incentive Plan
Executive Stock Ownership Guidelines Our 2019 Omnibus Incentive Plan (the “Incentive Plan”) was originallyBoard has adopted strict minimum equity holding requirements applicable to our executive officers and approveddirectors, as a multiple of their base salary, to further align their long-term interests with those of our stockholders. Our CEO is required to hold stock with a value of at least five times his annual base salary. NEOs other than the CEO are required to hold stock with a value of at least two times their respective annual base salaries. Our non-employee directors are required to hold stock with a value of at least three times their respective annual cash retainers. If any of our executive officers and directors has not met this ownership level, he or she may not sell any shares during the relevant year except to cover taxes on shares that become vested during the year. Unearned RSUs and unearned PRSUs held by the individual are not included in determining compliance with the stock ownership requirement. Mr. Asali currently holds stock with a value in excess of the five times base salary requirement for the CEO. Messrs. Drew, Grassotti and Laurensse currently hold stock with a value in excess of the two times base salary requirement for other NEOs. Mr. Siebert, appointed as Managing Director, North America in April 2023, currently does not hold stock with a value in excess of the two times base salary requirement but is on track to be in compliance within the five-year period as required by the guidelines. Clawback Policy The Board has adopted a Compensation Recoupment Policy (the “Clawback Policy”) in October 2023, which provides that, in the event the Company is required to prepare an accounting restatement due to material non-compliance with a financial reporting requirement under the federal securities laws, the Company will recover any incentive-based compensation received by any current or former executive officer (each, a “Covered Executive”) after the effective date of the policy and during the three-year period preceding the date on which the Company is required to prepare the restatement that is in excess of what would have been paid or earned by such executive officer had the financial results been properly reported (“Erroneously Awarded Compensation”). The Clawback Policy is intended to comply with the requirements of Section 10D of the Exchange Act and the shareholdersNYSE Listed Company Manual Section 303A.14. Recovery under the Clawback Policy is mandatory and no employee misconduct is required for the Company to recover Erroneously Awarded Compensation. Anti-Hedging and Pledging Policy Our Insider Trading Policy prohibits hedging and pledging. Employees and directors are prohibited from engaging in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities. However, holding and exercising employee stock options, RSUs, PRSUs or other equity-based awards granted under our equity compensation plans is not prohibited. 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. Tax and Accounting Considerations The Compensation Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements, although they are not the only factors considered. In some cases, other important considerations may outweigh tax or accounting considerations and the Compensation Committee maintains the flexibility to compensate our officers in accordance with the Company’s compensation philosophy. Section 162(m) of the Internal Revenue Code of 1986, as amended, generally limits the deductibility of compensation to $1 million per year for certain named executive officers of the Company, except that historically Section 162(m) provided for an exemption for compensation that qualified as “performance-based compensation.” In the past, several elements of our named executive officers’ compensation were intended to be deductible under Section 162(m) as performance-based compensation. The Tax Cuts and Jobs Act of 2017 repealed the exemption from the Section 162(m) deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. As a result, we expect that compensation paid to our named executive officers in excess of $1 million generally will not be deductible. Ranpak 29 2024 Proxy Statement
TABLE OF CONTENTS Report of the Compensation 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 May 2019. For information about1934, as amended. The Compensation Committee has reviewed and discussed with management the Incentive Plan, please see Proposal No. 2.Equity Compensation Plan InformationDiscussion and Analysis and has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
Compensation Committee Salil Seshadri, Chair
Robert C. King
Alicia Tranen Ranpak 30 2024 Proxy Statement
TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES
2023 Summary Compensation Table 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, 2023, 2022, and 2021. | Omar Asali | | | 2023 | | | $— | | | $— | | | $2,611,990 | | | $— | | | $— | | | $2,611,990 | | | Chief Executive Officer and
Chairman | | | 2022 | | | $— | | | $— | | | $1,267,759 | | | $— | | | $— | | | $1,267,759 | | | 2021 | | | $— | | | $— | | | $23,354,484 | | | $— | | | $— | | | $23,354,484 | | | Bill Drew
| | | 2023 | | | $294,208 | | | $29,640 | | | $811,057 | | | $29,640 | | | $8,826 | | | $1,173,371 | | | Chief Financial Officer | | | 2022 | | | $285,000 | | | $— | | | $422,579 | | | $— | | | $9,150 | | | $716,729 | | | 2021 | | | $263,740 | | | $— | | | $3,680,199 | | | $212,180 | | | $8,700 | | | $4,164,819 | | | Antonio Grassotti(5) | | | 2023 | | | $410,839 | | | $41,084 | | | $499,604 | | | $41,084 | | | $97,034 | | | $1,089,645 | | | Managing Director,
APAC | | | 2022 | | | $394,346 | | | $— | | | $280,250 | | | $— | | | $96,938 | | | $771,534 | | | 2021 | | | $397,445 | | | $— | | | $2,528,299 | | | $317,956 | | | $100,631 | | | $3,344,331 | | | Eric Laurensse(5)(6)
| | | 2023 | | | $283,045 | | | $32,790 | | | $748,135 | | | $32,790 | | | $44,087 | | | $1,140,847 | | | Managing Director, Europe | | | 2022 | | | $274,302 | | | $— | | | $482,964 | | | $— | | | $36,353 | | | $793,619 | | | 2021 | | | $299,029 | | | $— | | | $3,903,709 | | | $276,879 | | | $46,758 | | | $4,526,375 | | | Mark Siebert(7)
| | | 2023 | | | $300,000 | | | $29,808 | | | $473,097 | | | $29,808 | | | $18,714 | | | $851,427 | | | Managing Director,
North America | | | | | | | | | | | | | | | | | | | | | | |
(1)
| On March 5, 2024, the Compensation Committee of the board of directors, at its discretion, approved the payment of an additional 25% in excess of the amount earned for achievement of the performance measures established for the 2023 cash bonus plan. Accordingly, the discretionary amount is included in the “Bonus” column, whereas the non-discretionary portion earned related to 2023 is included in the “Non-Equity Incentive Compensation” column. |
(2)
| This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted, which for 2023 represented PRSUs and RSUs, and is consistent with the aggregate compensation cost to be recognized over the service period, excluding the effect of estimated forfeitures. See the “Grants of Plan-Based Awards Table” for additional information. Assumptions included in the calculation of these amounts are included in the footnotes to our consolidated financial statements as included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Generally, the grant date fair value presented does not correspond to the actual value that the NEOs will realize from the award. In particular, in accordance with SEC rules, the aggregate grant date fair value of the PRSUs presented in the table above is calculated based on the most probable outcome of the related performance conditions as of the grant date, which was target performance. If the maximum performance metric was achieved for the PRSUs, the grant date fair value would be $1,772,385 for Mr. Asali $590,786 for Mr. Drew; $391,806 for Mr. Grassotti; $675,203 for Mr. Laurensse; and $352,045 for Mr. Siebert. (3)
| Amounts for 2023 included in this column represent the non-discretionary portion earned in 2023 related to the achievement of performance measures established for the 2023 cash bonus plan. |
(4)
| Amounts under the “All Other Compensation” column for 2023 include: (i) for Mr. Drew, $8,826 in 401(k) match contributions (ii) for Mr. Grassotti, a car allowance (including insurance, maintenance, and fuel) of $26,464 and $70,570 in housing; (iii) for Mr. Laurensse, a car allowance (including insurance, maintenance, and fuel) of $21,144 and $22,943 in pension contributions; and (iv) for Mr. Siebert, a cellular phone allowance, relocation benefits, and $5,077 in 401(k) matching contributions. |
(5)
| The values provided for Mr. Grassotti and Mr. Laurensse are in USD and are based on an exchange rate of 1: 1.068014 Euros to USD. |
(6)
| Base salary for Mr. Laurensse includes holiday pay equal to $20,724 for 2023, pursuant to the terms of his employment agreement with the Company. |
(7)
| Mr. Siebert commenced employment with us in April 2023 and his base salary and incentive compensation were pro-rated accordingly. |
Ranpak 31 2024 Proxy Statement
TABLE OF CONTENTS Grants of Plan-Based Awards The following table provides information about plan-based awards granted to NEOs in 2023. The Equity Incentive Plan Awards and All Other Stock Awards were granted under the Company's 2019 Omnibus Plan. | Omar Asali
| | | Feb. 28 | | | PRSU | | | $— | | | $— | | | $— | | | 28,133 | | | 187,554 | | | 281,331 | | | — | | | $1,181,590 | | | | | | Aug. 7 | | | RSU | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 240,000 | | | $1,430,400 | | | Bill Drew
| | | | | | Cash | | | $44,460 | | | $118,560 | | | $237,120 | | | — | | | — | | | — | | | — | | | $— | | | | | | Feb. 28 | | | PRSU | | | $— | | | $— | | | $— | | | 9,378 | | | 62,517 | | | 93,776 | | | — | | | $393,857 | | | | | | Aug. 7 | | | RSU | | | $— | | | — | | | $— | | | — | | | — | | | — | | | 70,000 | | | $417,200 | | | Antonio Grassotti
| | | | | | Cash | | | $61,626 | | | $164,335 | | | $328,671 | | | — | | | — | | | — | | | — | | | $— | | | | | | Feb. 28 | | | PRSU | | | $— | | | $— | | | $— | | | 6,219 | | | 41,461 | | | 62,192 | | | — | | | $261,204 | | | | | | Aug. 7 | | | RSU | | | $— | | | $— | | | $-— | | | — | | | — | | | — | | | 40,000 | | | $238,400 | | | Eric Laurensse
| | | | | | Cash | | | $39,349 | | | $131,161 | | | $262,321 | | | — | | | — | | | — | | | — | | | $— | | | | | | Feb. 28 | | | PRSU | | | $— | | | $— | | | $— | | | 10,718 | | | 71,450 | | | 107,175 | | | — | | | $450,135 | | | | | | Aug. 7 | | | RSU | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 50,000 | | | $298,000 | | | Mark Siebert(5)
| | | | | | Cash | | | $60,000 | | | $160,000 | | | $320,000 | | | — | | | — | | | — | | | — | | | $— | | | | | | May 2 | | | PRSU | | | $— | | | $— | | | $— | | | 8,845 | | | 58,969 | | | 88,454 | | | — | | | $234,697 | | | | | | Aug. 7 | | | RSU | | | $— | | | $— | | | $— | | | — | | | — | | | — | | | 40,000 | | | $238,400 | |
(1)
| Amounts shown are the threshold, target and maximum payouts under the Company's 2023 short-term incentive cash bonus plan (“Cash”). See further discussion regarding the performance metrics in the section entitled “Analysis of Fiscal 2023 Compensation”. The actual amounts earned and paid to the NEOs under the 2023 cash bonus plan are presented in the “Summary Compensation Table.” The values provided for Mr. Grassotti and Mr. Laurensse are shown in USD and are based on an exchange rate of 1:1.068014 Euros to USD. |
(2)
| Amounts shown are the threshold, target and maximum number of shares that may be earned under the 2023 PRSUs based on the Company’s achievement of achievement of the performance goals for the period between January 1, 2023 and December 31, 2023, as further described in the section entitled “Analysis for Fiscal 2023 Compensation”. These PRSUs may be earned between 0% and 150% of target. |
(3)
| Includes RSUs granted to NEOs on August 7, 2023. These RSUs vest in two equal installments on each of January 1, 2025 and January 1, 2026 subject to the NEO's continuous service through such dates. |
(4)
| This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted. The grant date fair value of PRSU awards was calculated based on the most probable outcome of the related performance conditions as of the grant date, which was target performance in accordance with FASB ASC Topic 718. Assumptions included in the calculation of these amounts are included in the footnotes to our consolidated financial statements as included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
(5)
| Mr. Siebert commenced employment with us in April 2023, and as a result his PRSUs were granted on a different date than the other NEOs. Such PRSUs vest on March 10, 2024, March 10, 2025, and March 10, 2026 subject to performance and time-based vesting conditions. |
Ranpak 32 2024 Proxy Statement
TABLE OF CONTENTS Outstanding Equity Awards at Fiscal
Year-End
The following table shows information regarding outstanding equity awards held by our NEOs as of the end of fiscal 2023. All outstanding equity awards were granted pursuant to the Company's 2019 Omnibus Plan. The market value of the unvested RSUs is determined by multiplying the number of unvested units by $5.82, the per share closing price of our common stock on December 29, 2023, the last trading day of fiscal 2023. | Omar Asali | | | 08/07/2023(1) | | | 240,000 | | | $1,396,800 | | | — | | | $— | | | | | | 02/28/2023(2) | | | — | | | $— | | | 187,554 | | | $1,091,564 | | | | | | 03/09/2021(3) | | | 34,999 | | | $203,694 | | | — | | | $— | | | | | | 05/26/2021(4) | | | — | | | $— | | | 960,000 | | | $5,587,200 | | | Bill Drew | | | 08/07/2023(1) | | | 70,000 | | | $407,400 | | | — | | | $— | | | | | | 02/28/2023(2) | | | — | | | $— | | | 62,517 | | | $363,849 | | | | | | 03/09/2021(3) | | | 11,665 | | | $67,890 | | | — | | | $— | | | | | | 05/26/2021(4) | | | — | | | $— | | | 130,000 | | | $756,600 | | | Antonio Grassotti | | | 08/07/2023(1) | | | 40,000 | | | $232,800 | | | — | | | $— | | | | | | 02/28/2023(2) | | | — | | | $— | | | 41,461 | | | $241,303 | | | | | | 03/09/2021(3) | | | 7,165 | | | $41,700 | | | — | | | $— | | | | | | 05/26/2021(4) | | | — | | | $— | | | 96,000 | | | $558,720 | | | Eric Laurensse | | | 08/07/2023(1) | | | 50,000 | | | $291,000 | | | — | | | $— | | | | | | 02/28/2023(2) | | | — | | | $— | | | 71,450 | | | $415,839 | | | | | | 03/09/2021(3) | | | 13,333 | | | $77,598 | | | — | | | $— | | | | | | 05/26/2021(4) | | | — | | | $— | | | 140,000 | | | $814,800 | | | Mark Siebert | | | 08/07/2023(1) | | | 40,000 | | | $232,800 | | | — | | | $— | | | | | | 05/02/2023(2) | | | — | | | $— | | | 58,969 | | | $343,200 | |
(1)
| In August 2023, the Compensation Committee of the Board authorized a grant of RSUs broadly to employees intended as a retention grant. These RSUs vest in two equal installments on each of January 1, 2025 and January 1, 2026, subject to the NEO’s continuous service through such dates. |
(2)
| Represents the target number of PRSUs. The NEOs may earn between 0% to 150% of the target PRSUs based on the Company's achievement of the performance goals for the period between January 1, 2023 and December 31, 2023. One-third of the grant vested on March 10, 2024, and the remaining will vest in equal installments on March 10, 2025 and March 10, 2026. |
(3)
| Represents the third tranche of an award of PRSUs granted on March 9, 2021 and vested on March 3, 2024 based on actual performance. |
(4)
| Represents the target number of PRSUs pursuant to an award of LTIP PRSUs approved by the compensation committee in March 2020, subject to stockholder approval of our equity plan pool increase which was approved in May 2021. The NEOs may earn between 0% and 300% of the target number of PRSUs based on the Company’s achievement of the performance goals during the period consisting of three “Annual Measurement Periods,” which are the three consecutive fiscal years 2023, 2024 and 2025. Following the end of each Annual Measurement Period, the number of PRSUs earned and eligible to vest for such Annual Measurement Period will be equal to the percentage achievement of the performance goal multiplied by 1/3 of the target number of PRSUs. |
Ranpak 33 2024 Proxy Statement
TABLE OF CONTENTS Option Exercises and Stock Vested
| Omar Asali | | | 69,117 | | | $439,584 | | | Bill Drew | | | 21,824 | | | $138,801 | | | Antonio Grassotti | | | 13,990 | | | $88,976 | | | Eric Laurensse | | | 26,467 | | | $168,330 | | | Mark Siebert | | | — | | | $— | |
(1)
| The amounts reflected in this column represent the market value of the underlying shares of common stock as of the vesting date. |
Potential Payments Upon Termination or Change in Control As a general matter, we do not have employment or severance agreements with members of our management team. However, Messrs. Laurensse and Grassotti have agreements that have been in place since before the Ranpak Business Combination under which they are entitled to certain severance benefits upon their termination of employment under certain circumstances, as follows: Under his employment agreement with Ranpak B.V., Mr. Laurensse is entitled to three months’ notice (or a payment in lieu thereof) for the Company to terminate his employment. Under his Severance Agreement, if Mr. Grassotti’s employment is terminated by the Company without cause or by him for good reason, subject to his signing and not revoking a release of claims against the Company, Mr. Grassotti will receive (i) continued payment of his base salary for 12 months, (ii) any earned but unpaid bonus for a prior year, (iii) a pro-rated bonus for the year of termination (based on actual performance), (iv) an amount equal to any housing, car and medical expenses for a 12-month period, and (v) an amount of up to SGD 7,000 (equating to $5,150 based on the exchange ratio as of December 29, 2023) for costs incurred for a move from Singapore to a location of his choice. Messrs. Laurensse and Grassotti are also subject to noncompetition and nonsolicitation covenants for a period of 12 months (for Mr. Laurensse) and 24 months (for Mr. Grassotti) after their termination of employment. In addition, pursuant to our equity award agreements, our named executive officers are entitled to additional vesting of certain of their outstanding equity awards under certain circumstances, as follows: Under our RSU agreements and PRSU agreements, upon a termination of employment by the Company without “cause” or by the participant for “good reason” (each as defined in the relevant award agreement), the participant would receive pro-rata vesting of their outstanding RSU and PRSU awards, and upon their death or disability, the participant would receive full vesting of their unvested RSU and PRSU awards. Under the LTIP PRSU award agreements, upon a termination of a participant’s employment due to death or disability, all outstanding LTIP PRSUs will remain outstanding and eligible to be earned (if not yet earned), and the earned LTIP PRSUs will vest. In addition, if a participant’s employment is terminated without cause or for good reason after January 1, 2023, a pro-rata portion of the LTIP PRSUs that are eligible to be earned during the relevant performance year will vest based on actual performance, and if a participant’s employment terminates due to death or disability at any time, the LTIP PRSUs will remain outstanding and eligible to vest based upon actual performance. Upon a change in control after January 1, 2023, the Board will determine the extent to which it believes the performance goal would have been met for the entire year, and this level of achievement will apply to all of the remaining unvested LTIP PRSUs. In addition, upon a participant’s termination of employment by the Company without cause within 24 months after a change in control, all of the participant’s outstanding unvested equity awards issued under the Company's 2019 Omnibus Plan will vest. Ranpak 34 2024 Proxy Statement
TABLE OF CONTENTS The following table describes the potential additional payments and benefits to which the NEOs would be entitled upon termination of their employment under various scenarios under existing plans, agreements and arrangements. The amounts shown are estimates and are based on numerous assumptions, including that employment terminated on December 29, 2023 (i.e., the last business day in 2023 on which our common stock was traded on the NYSE, with a closing price of $5.82 per share). | Omar Asali | | | Cash Severance | | | $— | | | $— | | | $— | | | | | | Accelerated vesting of equity awards | | | $444,706(1) | | | $444,706(2) | | | $1,873,391(3) | | | Bill Drew | | | Cash Severance | | | $— | | | $— | | | $— | | | | | | Accelerated vesting of equity awards | | | $139,936(1) | | | $139,936(2) | | | $566,261(3) | | | Antonio Grassotti | | | Cash Severance | | | $590,040 | | | $— | | | $590,040(4) | | | | | | Accelerated vesting of equity awards | | | $84,707(1) | | | $84,707(2) | | | $334,835(3) | | | Eric Laurensse | | | Cash Severance | | | $65,580 | | | $— | | | $43,720(5) | | | | | | Accelerated vesting of equity awards | | | $135,035(1) | | | $135,035(2) | | | $472,561(3) | | | Mark Siebert | | | Cash Severance | | | $— | | | $— | | | $— | | | | | | Accelerated vesting of equity awards | | | $52,259(1) | | | $52,259(2) | | | $318,600(3) | |
(1)
| Represents the value of (i) unvested RSUs that would accelerate on a pro-rata basis based on the number of completed days beginning after the last occurring vesting date and ending on the NEO’s termination date, divided by the total number of days in the service period; and (ii) unvested PRSUs that would accelerate on a pro-rata basis based on the number of completed months beginning after the last occurring vesting date and ending on the NEO’s termination date, divided by 12. |
(2)
| Represents the value of (i) unvested RSUs that would accelerate on a pro-rata basis based on the number of completed days beginning after the last occurring vesting date and ending on the NEO’s termination date, divided by the total number of days in the service period; and (ii) unvested PRSUs that would accelerate on a pro-rata basis based on the number of completed months beginning after the last occurring vesting date and ending on the NEO’s termination date, divided by 12. |
(3)
| Represents the value of (i) unvested RSUs and PRSUs that would accelerate and vest in full upon a termination due to death or disability |
(4)
| For Mr. Grassotti, the value represents (i) continued payment of his base salary for 12 months in the amount of $410,839, (ii) a pro-rated bonus for the year of termination (based on actual performance) in the amount of $82,168, (iii) an amount equal to any housing, car and medical expenses for a 12-month period, which is estimated to be approximately $97,034, and (iv) an amount of up to SGD 7,000 (equating to $5,150 based on the exchange ratio as of December 29, 2023) for costs incurred for a move from Singapore to a location of his choice. |
(5)
| For Mr. Laurensse, the value represents a payment of three-month base salary in lieu of the three-month notice requirement under his employment agreement in the event of a termination due to disability. For a termination due to death, the amount of cash severance will be $43,720, which represent a maximum of two-months' base salary |
CEO Pay Ratio We are required by SEC rules and regulations to disclose the annual total compensation planfor our CEO and an estimate of the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for our median employee (the “Pay Ratio Disclosure”). For 2023, the estimated annual total compensation of our median employee was $65,791. Our CEO’s annual total compensation for 2023 for purposes of the Pay Ratio Disclosure was $2,611,990, as set forth in the Summary Compensation Table above. Based on this information, for 2023, the ratio of the compensation of the CEO to the median employee’s annual total compensation was estimated to be 40 to 1. For purposes of the fiscal year 2023 CEO pay ratio set forth above, we used the same median employee identified with respect to our fiscal year 2022 CEO pay ratio, as there has not been a significant change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. To identify, and to determine the annual total compensation of, the median employee, we prepared a listing of our employee population as of December 31, 2020:2022 and annualized the compensation of any permanent employees, employed either part-time or full-time, who were employed by us for less than the full fiscal year. We then compared actual cash compensation received for 2022 for those employees on an Ranpak 35 2024 Proxy Statement
Plan Category | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, Rights and Restricted Stock Units (a) | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)) (c) | Equity Compensation Plans Approved by Security Holders | | | 1,300,565 | | | | N/A | | | | 2,516,216 | | Equity Compensation Plans Not Approved by Security Holders | | | - | | | | - | | | | - | | Total | | | 1,300,565 | | | | - | | | | 2,516,216 | |
TABLE OF CONTENTS 34
annualized basis, consisting of base salary amounts paid in 2022 and annual cash bonus awards actually paid or payable in 2023 in respect of 2022. We consistently applied this method to all of our employees across the employee population. Using this methodology, we determined that the median employee was a full-time, hourly employee located in the United States. With respect to the annual total compensation of the “median employee”, we identified and calculated the elements of such employee’s compensation in accordance with SEC rules and regulations. This calculation is the same used for our named executive officers as set forth in the Summary Compensation Table earlier in this Proxy Statement. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table. Pay Versus Performance The following table sets forth the compensation for our Principal Executive Officer (the “PEO”) and the average compensation for our other NEOs, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of 2023, 2022 and 2021. The table also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, our Net Income and AEBITDA over such years in accordance with the SEC rules. For further information regarding our performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, see “Compensation Discussion and Analysis.” | 2023(6) | | | $2,611,990 | | | $732,849 | | | $1,063,822 | | | $850,647 | | | $71.41 | | | $108.32 | | | $ (27.1) | | | $76.5 | | | 2022(7) | | | $1,267,759 | | | $ (34,982,929) | | | $890,715 | | | $(571,517) | | | $59.06 | | | $113.22 | | | $ (41.4) | | | $66.8 | | | 2021(8) | | | $23,354,484 | | | $41,672,932 | | | $4,817,302 | | | $3,225,298 | | | $384.65 | | | $140.99 | | | $(2.8) | | | $117.8 | | | 2020(9) | | | $1,486,793 | | | $2,327,388 | | | $1,333,030 | | | $3,542,759 | | | $137.56 | | | $129.53 | | | $ (23.4) | | | $93.7 | |
(1)
| Amounts in these columns represent the amounts in the “Total” column for the PEO and the average amounts from the “Total” column for the other NEOs set forth in the Summary Compensation Table on page 31. See the footnotes to the Summary Compensation Table for further detail regarding the amounts in these columns. |
Ranpak 36 2024 Proxy Statement
TABLE OF CONTENTS (2)
| The amounts reported in these columns represent the amounts of compensation “actually paid” for the PEO and average compensation “actually paid” for our non-PEO NEOs. The dollar amounts do not reflect the actual amounts of compensation earned by or paid to such individuals during the applicable year. The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the Summary Compensation Table (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP): |
| Summary Compensation Table Total | | | $2,611,990 | | | $1,063,822 | | | $1,267,759 | | | $890,715 | | | $23,354,484 | | | $4,817,302 | | | $1,486,793 | | | $1,333,030 | | | Less: Stock Award Value Reported in Summary Compensation Table for the Covered Year | | | $(2,611,990) | | | $(632,973) | | | $(1,267,759) | | | $ (613,388) | | | $ (23,354,484) | | | $ (4,336,473) | | | $ (1,486,793) | | | $(947,141) | | | Plus: Fair Value for Awards Granted in the Covered Year that Remain Unvested as of the Covered Year, Determined as of the Covered Year End | | | $2,488,364 | | | $632,048 | | | $318,596 | | | $74,500 | | | $39,220,254 | | | $2,421,608 | | | $2,109,301 | | | $3,030,990 | | | Plus: Change in Fair Value of Outstanding Awards from Prior Years that Remained Unvested as of the Covered Year, Determined Based on Change in Fair Value from Prior Year End to Covered Year End | | | $49,750 | | | $6,636 | | | $ (33,849,530) | | | $ (748,278) | | | $1,976,656 | | | $181,195 | | | $— | | | $— | | | Plus: Fair Value for Awards Granted and Vested in the Covered Year, Determined as of the Vesting Date | | | $— | | | $— | | | $— | | | $— | | | $145,351 | | | $87,692 | | | $220,271 | | | $133,306 | | | Plus: Change in Fair Value of Outstanding Awards from Prior Years that Vested in the Covered Year, Determined Based on Change in Fair Value from Prior Year End to the Vesting Date | | | $41,135 | | | $15,763 | | | $(1,451,995) | | | $ (175,066) | | | $330,671 | | | $53,974 | | | $(2,184) | | | $(7,426) | | | Less: Fair Value of Awards Forfeited During the Covered Year | | | $(1,846,400) | | | $(234,649) | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | Plus: Fair Value of Incremental Dividends on Earnings Paid on Stock Awards | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | $— | | | Compensation Actually Paid | | | $732,849 | | | $850,647 | | | (34,982,929) | | | (571,517) | | | $41,672,932 | | | $3,225,298 | | | $2,327,388 | | | $3,542,759 | |
(3)
| TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is the Dow Jones U.S. Containers and Packaging Index (“DJUSCP”), which is the same peer group used for purposes of the Performance Graph set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
(4)
| Reflects “Net Income” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years. |
(5)
| For each applicable year, AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.. This metric is used by the Compensation Committee as the sole performance metric for determining the annual cash bonus payout as well as our annual equity incentive program and is the most reflective of our profitability, growth and stockholder value. For non-GAAP reconciliation information, see “Presentation and Reconciliation of GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for each of the applicable years. |
(6)
| For 2023, the PEO was our CEO, Omar Asali, and the other NEOs were Bill Drew, Antonio Grassotti, Eric Laurensse, and Mark Siebert. |
(7)
| For 2022, the PEO was our CEO, Omar Asali, and the other NEOs were Bill Drew, Antonio Grassotti, Michael A. Jones, and Eric Laurensse. |
(8)
| For 2021, the PEO was our CEO, Omar Asali, and the other NEOs were Bill Drew, Antonio Grassotti, Michael A. Jones, and Eric Laurensse. |
(9)
| For 2020, the PEO was our CEO, Omar Asali, and the other NEOs were Michael A. Jones, Eric Laurensse and Trent Meyerhoefer. |
Ranpak 37 2024 Proxy Statement
TABLE OF CONTENTS Relationship Between “Compensation Actually Paid” and Performance Measures Ranpak 38 2024 Proxy Statement
TABLE OF CONTENTS Ranpak 39 2024 Proxy Statement
TABLE OF CONTENTS Financial Performance Measures As described in more detail above under “Compensation Discussion and Analysis,” the Company uses AEBITDA as the sole performance metric for its executive compensation program and AEBITDA is the most reflective of Contentsour profitability, growth and stockholder value. | AEBITDA ($) | | | AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items. | |
Since the Company does not use any other financial performance measures, other than AEBITDA, to link executive compensation actually paid to Company performance, and as permitted by the SEC, is not required to disclose any other measure as its most important financial performance measures. Ranpak 40 2024 Proxy Statement
Director Compensation TABLETable
The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for fiscal year 2020.2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, to, make any equity awards or non-equity awards, to, or pay any other compensation to any of the other non-employee members of our Board in fiscal year 2020. Mr. Asali is the Chairman of our Board2023. The employees who also servesserved as Chief Executive Officerdirectors (Messrs. Asali and therefore doesSiebert) did not receive any additional compensation for histheir service as a director. Mr. Jones is a member of our Board who is also an NEO and any additional compensation that he received for his services as a director is disclosed in the Summary Compensation Table above.Name(1) | | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2)(3) | | All Other Compensation ($) | | Total ($) | Thomas Corley | | | 85,000 | | | | 100,000 | | | | - | | | | 185,000 | | Pamela El (4) | | | - | | | | - | | | | - | | | | - | | Michael Gliedman (5) | | | 31,250 | | | | - | | | | 622,755 | | | | 654,005 | | Robert King | | | 95,000 | | | | 100,000 | | | | - | | | | 195,000 | | Steve Kovach | | | - | | | | 175,128 | | | | - | | | | 175,128 | | Salil Seshadri | | | 10,000 | | | | 175,128 | | | | - | | | | 185,128 | | Alicia Tranen | | | - | | | | 175,128 | | | | - | | | | 175,128 | | Kurt Zumwalt | | | - | | | | 143,758 | | | | - | | | | 143,758 | |
directors. | Thomas F. Corley | | | $85,000 | | | $100,001 | | | — | | | $185,001 | | | Pam El | | | $— | | | $175,009 | | | — | | | $175,009 | | | Michael A. Jones(4) | | | $— | | | $162,511 | | | 43,395 | | | $205,906 | | | Robert C. King | | | $95,000 | | | $100,001 | | | — | | | $195,001 | | | Salil Seshadri | | | $10,000 | | | $175,009 | | | — | | | $185,009 | | | Alicia Tranen | | | $— | | | $175,009 | | | — | | | $175,009 | | | Kurt Zumwalt | | | $— | | | $175,009 | | | — | | | $175,009 | |
| (1)
| The amounts reported in this column represent the aggregate dollar amount of all fees earned or paid in cash to each non-employee director in fiscal year 20202023 for their service as a director, including any annual retainer fees, committee and/or chair fees. |
| (2)
| The amounts shown in this column relate to the annual RSU grant made to certain non-employee directors, as further described below under the heading “Director Compensation,” and, with respect to Messrs. Kovach, Seshadri, and Zumwalt, and Ms.Jones and Mses. Tranen and El, also relate to fully vested shares of stock granted in lieu of cash for annual Board retainers, pursuant to their election. For the RSUs, the amounts reported in this column represent the grant date fair value of RSUs calculated in accordance with the provisions of ASC Topic 718. |
| (3)
| Messrs. Corley, King, Kovach, Seshadri, and Zumwalt and Ms.Mses. El and Tranen each had 13,36930,960 RSUs outstanding as of the end of fiscal year 2020.2023. Mr. Jones had 34,999 RSUs and 30,960 PRSUs outstanding as of the end of fiscal year 2023. |
(4)
| (4) | Ms. El was appointedEffective November 30, 2022, Mr. Jones stepped down from his role as Vice Chairman and Managing Director - North America, and continues to the Boardserve as a non-employee member of our Board. In connection with his change in November 2020, and did not receive any compensation in 2020. |
| (5) | Mr. Gliedman was appointed as Chief Technology Officer in March of 2020. Following his appointment to this role, Mr. Gliedman no longer receives anyJones and the Company agreed to a separation and release of claims agreement, which provided that his outstanding annual equity awards would continue to vest under the terms of the 2019 Omnibus Plan and applicable award agreements. In connection with the vesting of these awards, Mr. Jones received $43,395 in additional compensation, for his services as a director. The amount set forthbased on the fair market value on the award release date, which is reflected in the “All Other Compensation” column for Mr. Gliedman represents compensation earned as an employee which includes, among other things, his base salary and the value of his equity grants.above. |
Our independentnon-employee directors receive an annual retainer fee of $75,000 for their board service, which will beis paid quarterly in arrears and may be taken at the director’s election in the form of stock. IndependentNon-employee directors who serve as chairman of a committee of the Board will receive an additional $20,000 for their service as chairman on the Audit Committee and an additional $10,000 for their service as chairman on any other committee. Our independentnon-employee directors are also entitled to an annual equity grant in the amount of approximately $100,000, which will beis granted on the date of the annual shareholder’sstockholders meeting and will vestvests on the earlier of (i) the first anniversary of the grant date and (ii) the following annual meeting of the shareholders.stockholders. For 2020,2023, all of our independentnon-employee directors received the annual equity grant. Ranpak 41 2024 Proxy Statement
TABLE OF CONTENTS 35
The following table sets forth the name, age as of April 11, 2024, and position of the individuals who served as the executive officers of the Company in 2023. The following also includes certain information regarding our officers’ individual experience, qualifications, attributes and skills (information for Mr. Asali is set forth above under “Directors”). Our officers are appointed by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our certificate of incorporation and our bylaws as it deems appropriate. Our certificate of incorporation and our bylaws provide that our officers may consist of a chief executive officer, a president, a chief financial officer, one or more vice presidents, a secretary, a treasurer and such other offices as may be determined by the Board. | Omar Asali | | | 53 | | | 2019 | | | Chairman and Chief Executive Officer | | | Bill Drew | | | 42 | | | 2020 | | | Executive Vice President and Chief Financial Officer | | | Antonio Grassotti | | | 63 | | | 2019 | | | Managing Director, APAC | | | Eric Laurensse | | | 60 | | | 2019 | | | Managing Director, Europe | | | Mark Siebert | | | 56 | | | 2023 | | | Managing Director, North America | |
Bill
Drew | | | Bill Drew, 42, was recently promoted to Executive Vice President, Chief Financial Officer and served as Senior Vice President and Chief Financial Officer of Ranpak since August 2020. Prior to his current role, Mr. Drew held various roles within the Company including, Interim Chief Financial Officer (May 2020), Chief of Staff (September 2019), and Head of Business Development (June 2019). He has also served as Managing Director of One Madison Group since 2017 and was Secretary of the SPAC launched by One Madison Group, One Madison Corp (OMAD) since September 2017. Prior to joining One Madison Group Mr. Drew served as Vice President, Investments of HRG Group where he worked on numerous M&A and capital markets transactions. Prior to joining HRG Group, Mr. Drew was an investment analyst at Harbinger Capital Partners from 2006 through 2012, where he was responsible for portfolio investments across a variety of industries and multiple products and asset classes. Mr. Drew began his career as an Investment Banking Analyst in the Media and Telecommunications Group of Deutsche Bank Securities Inc. from 2004 through 2006. Mr. Drew graduated from Georgetown University in 2004 with a B.S.B.A. in Finance and a minor in Government. | |
Antonio
Grassotti | | | Antonio Grassotti, 63, has served as Managing Director, Asia-Pacific (“APAC”) since June 2019. He previously served as Managing Director of Ranpak for the regional activities in APAC from 2016 to June 2019. Prior to joining Ranpak, Mr. Grassotti served as Area Business Development Manager for Greatview Aseptic Packaging GmbH from 2010 to 2015. Mr. Grassotti has also worked for multinational corporations such as Alfa Laval AB, Mondi Packaging GmbH and Tetra Pak International SA. Mr. Grassotti received his MSc degree in Mechanical Engineering from The Royal Institute of Technology, Stockholm. | |
Ranpak 42 2024 Proxy Statement
TableTABLE OF CONTENTS
Eric
Laurensse | | | Eric Laurensse, 60, has served as Managing Director of EMEA and Brazil since June 2016. He previously served as Managing Director for EMEA and APAC since July 2009. Mr. Laurensse is an executive with over 37 years of experience mostly in public and private equity-backed companies. Prior to joining Ranpak, Mr. Laurensse was at Momentive Performance Materials (formerly GE Silicones) for nearly 18 years, most recently as the Global Business Director. Prior to that, Mr. Laurensse held various leadership positions, including Product Management, Marketing Manager Automotive, European Business Manager, and Human Resource Director. Prior to joining GE Silicones, Mr. Laurensse served as a General Manager of GE Eurogard. Mr. Laurensse began his career at Knaapen Industrial Paint Application where he became Plant Manager. Mr. Laurensse received his bachelor’s degree in Business Administration from the Higher Technical School for Business Administration, “HTS Bedrijfskunde” in Eindhoven, The Netherlands. | |
Mark
Siebert | | | Mark Siebert, 56, has served as Managing Director, North America since April 2023. Prior to joining Ranpak, Mr. Siebert spent nine years (2013-2023) with Berry Global’s Health, Hygiene, and Specialties Division as a member of the Executive Leadership Team in various roles including General Manager United States and Canada, from 2019 to 2023, General Manager Europe, Middle East, Africa and India from 2017 to 2019, and Commercial Executive Vice President of North America from 2013 to 2019. Prior to Berry Global, Mr. Siebert served as Global Vice President of Adhesives, Sealants, and Coatings at Kraton Polymers from 2009 to 2013. Mr. Siebert began his career at Dow, Inc. where he held a variety of sales, marketing, and business leadership roles spanning his 20 years there. Mr. Siebert received his bachelor’s degree in Industrial Engineering from the University of Missouri-Columbia, USA. | |
Ranpak 43 2024 Proxy Statement
TABLE OF CONTENTS Certain Relationships and Related Person Transactions
We describe below transactions and series of Contentssimilar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which: the amounts involved exceeded or will exceed $120,000; and any of our directors, director nominees, executive officers or holders of more than 5% of our common stock (“significant stockholders”), or an affiliate or immediate family member thereof (each a “Related Person”), had or will have a direct or indirect material interest. Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions meeting these criteria to which we have been or will be a party other than compensation arrangements, which are described where required under “Executive Compensation” and “Director Compensation.” Shared Services Agreement On June 3, 2019, upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of December 12, 2018, as amended (the “Business Combination”), we entered into a shared services agreement (the “Shared Services Agreement”) with one of our significant stockholders, One Madison Group LLC (the “Sponsor”), pursuant to which the Sponsor may provide or cause to be provided certain services to us, or we may provide or cause to be provided certain services to the Sponsor. The Shared Services Agreement provides for a broad array of potential services, including administrative and “back office” or corporate-type services and requires us to indemnify the Sponsor in connection with the services provided by the Sponsor to us. Total fees paid by us under the Shared Services Agreement amounted to approximately $0.3 million and $0.3 million in 2023 and 2022, respectively. Related Person Transactions Procedures The Company’s Board of Directors has adopted a written Related Person Transactions policy that sets forth policies and procedures for the review and approval or ratification of transactions with Related Persons. Directors and officers inform the Company of any transactions that involve Related Persons, which are subject to review by the Audit Committee. In addition, our written Code of Ethics and Business Conduct for directors, officers and employees contains written conflict of interest policies that are designed to prevent each director and executive officer from engaging in any transaction that could be deemed a conflict of interest. Each director and executive officer must promptly notify the Secretary of any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest, and the Secretary shall notify the Nominating, Sustainability & Governance Committee of the Board of Directors of any such disclosure. Ranpak 44 2024 Proxy Statement
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial ownership of our common stock as of March 31, 2021,28, 2024, by: | · | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock; |
| · | each of our directors, nominees and named executive officers; and |
| · | all directors and executive officers as a group. |
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock; each of our directors, nominees and named executive officers; and all directors and executive officers as a group. A person is a “beneficial owner”“Beneficial Owner” of a security if that person has or shares voting or investment power over the security or if that person has the right to acquire sole or shared voting or investment power over the security within 60 days. Unless otherwise noted, these persons, to our knowledge, have sole voting and investment power over the shares listed. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of March 31, 2021.28, 2024. The percentage of shares beneficially owned is computed on the basis of 75,934,86883,184,863 shares of our common stock outstanding as of March 31, 2021 including 80,21428, 2024 and includes 216,720 RSUs held by directors which will vest within 60 days. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Ranpak Holdings Corp., 7990 Auburn Road, Concord Township, Ohio 44077. | | Shares of Common Stock Beneficially Owned | Name of beneficial owner | | Number of Securities Beneficially Owned (1) | | Percentage (2) | 5% Stockholder | | | | | JS Capital, LLC (3) | | | 29,976,911 | | | | 39.5 | % | Soros Capital LLC ( 4) | | | 1,040,098 | | | | 1.4 | % | AllianceBernstein (5) | | | 4,279,670 | | | | 5.6 | % | Arrowmark Colorado Holdings LLC (6) | | | 4,930,401 | | | | 6.5 | % | BSOF Entities (7) | | | 5,088,200 | | | | 6.7 | % | | | | | | | | | | Directors and Executive Officers | | | | | | | | | Omar M. Asali (8) | | | 5,307,473 | | | | 7.0 | % | Trent Meyerhoefer | | | 0 | | | | * | | William Drew | | | 151,719 | | | | * | | Salil Seshadri | | | 520,340 | | | | * | | Thomas F. Corley | | | 83,605 | | | | * | | Michael A. Jones | | | 128,421 | | | | * | | Robert C. King | | | 83,605 | | | | * | | Antonio Grassotti | | | 17,742 | | | | * | | Eric Laurensse | | | 16,304 | | | | * | | Michael S. Gliedman | | | 25,425 | | | | * | | Steve A. Kovach | | | 39,132 | | | | * | | Alicia M. Tranen | | | 39,132 | | | | * | | Kurt Zumwalt | | | 20,254 | | | | * | | Pamela El | | | 0 | | | | * | | Mark Borseth | | | 3,319 | | | | * | | All directors, nominees and executive officers as a group (15 persons) | | | 6,436,472 | | | | 8.5 | % |
| 5% Stockholder | | | | | | | | | JS Capital, LLC (3) | | | 30,530,897 | | | 36.7% | | | Soros Capital LLC (4) | | | 4,630,292 | | | 5.6% | | | ArrowMark Colorado Holdings, LLC(5) | | | 4,337,114 | | | 5.2% | | | Directors and Named Executive Officers | | | | | | | | | Omar Asali(6) | | | 4,269,251 | | | 5.1% | | | Thomas F. Corley | | | 121,256 | | | * | | | Bill Drew | | | 386,383 | | | * | | | Pam El | | | 72,791 | | | * | | | Michael Gliedman | | | 58,915 | | | * | | | Antonio Grassotti | | | 63,190 | | | * | | | Michael A. Jones | | | 212,501 | | | * | | | Robert C. King | | | 127,157 | | | * | | | Eric Laurensse | | | 63,297 | | | * | | | Salil Seshadri(7) | | | 693,516 | | | * | | | Mark Siebert(8) | | | 7,767 | | | * | | | Alicia Tranen(9) | | | 824,452 | | | * | | | Kurt Zumwalt | | | 73,176 | | | * | | | All directors and executive officers as a group (13 persons) | | | 6,973,652 | | | 8.4% | |
To our knowledge, except as noted above, no person or entity is the beneficial ownerBeneficial Owner of more than 5% of the voting power of the company’sCompany’s stock. | *
| Less than 1% of shares outstanding |
Ranpak 45 2024 Proxy Statement
TABLE OF CONTENTS | (1)
| The amounts reported include the following number of RSUs which will vest within 60 days of March 31, 2021: Mr.28, 2024: 30,960 each for Messrs. Corley, Jones, King, Seshadri 13,369; Mr. Corley, 13,369; Mr. King, 13,369; Mr. Kovach, 13,369;and Zumwalt and Ms. Tranen, 13,369;El and Mr. Zumwalt 13,369.Tranen. |
| (2)
| Applicable percentage ownership is based on 75,934,86883,184,863 shares of common stock outstanding on March 31, 202128, 2024 and includes 80,214216,720 RSUs held by directors which will vest within 60 days. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding all shares of common stock subject to options, warrants, rights or conversion privileges held by that person that are currently exercisable or exercisable within 60 days of March 31, 2021.28, 2024. Under Rule 13d-3 of the SEC, certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to vote or the power to dispose of the Common Shares.) |
| (3)
| Includes 29,976,91130,530,897 Class A shares. According to a Form 4 filed with the SEC on September 9, 2020,December 27, 2021, the shares are held for the account of JS Capital LLC, a Delaware limited liability company. JS Capital Management LLC is the sole managing member of JS Capital LLC. Jonathan Soros is the sole managing member of JS Capital Management LLC. JS Capital LLC’s business address is 888 Seventh Avenue, Floor 40, New York, NY 1010610106. |
(4)
| (4) | As of April 7, 2021 Soros Capital LLC beneficially owns 6.2% orIncludes 4,630,292 shares of Class A Common Stock.Stock, on the basis of a Schedule 13G filed on February 14, 2024. Soros Capital LLC includes Soros Capital LP, Soros Capital GP LLC, Soros Capital HoldCo LLC, Soros Capital Management LLC and Robert Soros (“Soros Capital”Capital”). Soros Capital is located at 250 West 55th Street, New York, NY 10019. |
| (5)
| Includes 4,279,6704,337,114 shares of Class A shares beneficially owned by AllianceBernstein L.P. AllianceBernstein L.P. isCommon Stock, on the basis of a majority owned subsidiary of AXA Equitable Holdings, Inc. (“EQH”). AllianceBernstein operates under independent management and makes independent decisions from EQH and its respective subsidiaries, and EQH calculates and reports beneficial ownership separately from AllianceBernstein pursuant to guidance provided by the Securities and Exchange Commission in Release Number 34-39538 (January 12, 1998). The address for the foregoing persons is 1345 Avenue of the Americas, New York, NY 10105. |
| (6) | Includes 4,930,401 Class A shares.Schedule 13G filed on February 14, 2024. Arrowmark Colorado Holdings, LLCLLC's business address is located at 100 Fillmore Street, Suite 325, Denver, Colorado 80206. |
| (7) | Includes 5,088,200 Class A shares. According to a Form 4 filed with the SEC on April 5, 2021, BSOF Master Fund L.P. directly holds 4,732,026 shares of Class A Common Stock and BSOF Master Fund II L.P. directly holds 356,174 shares of Class A Common Stock. Blackstone Strategic Opportunity Associates L.L.C. (“BSOA”) is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. (“Holdings II”) is the sole member of BSOA. Blackstone Alternative Solutions L.L.C. (“BAS”) is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. (“Holdings I”) is the sole member of BAS. Blackstone Holdings I/II GP L.L.C. (“Holdings GP”) is the general partner of each of Holdings I and Holdings II. The Blackstone Group Inc. (“Blackstone”) is the sole member of Holdings GP. Blackstone Group Management L.L.C. (“Blackstone Management”) is the sole holder of the Class C common stock of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| (8)(6)
| Mr. Asali directly holds 1,296,3142,224,842 shares of common stock. Additionally, Mr.stock as of March 28, 2024. Total shares include 343,220 shares of Class A common stock held by Omar M. Asali is the sole managing memberIrrevocable Trust FBO Michael Asali and 343,220 shares of One Madison Group LLC.Class A common stock held by Omar M. Asali Irrevocable Trust FBO Yasmeen Asali, in respect of which Mr. Asali may be deemed to have beneficial ownership. Mr. Asali is the manager of OM Group LLC and may be deemed to beneficially own the 2,577,4804,290 shares of class A common stock held by One MadisonOM Group LLC, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of Class A common stock held by OM Group LLC except to the extent of his pecuniary interest therein. Mr. Asali also controls Vivoli Holdings. Mr. Asali may be deemed to beneficially own the 1,433,6791,333,679 Class A shares held by Vivoli Holdings, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
(7)
| Mr. Seshadri directly holds 479,500 shares of common stock as of March 28, 2024. Total shares include 214,016 shares of Class A common stock held in trusts for which Mr. Seshadri’s children are the beneficiaries and in respect of which Mr. Seshadri has investment control and may be deemed to have beneficial ownership. |
(8)
| Mr. Siebert directly holds 7,495 shares of common stock as of March 28, 2024. Also included are 272 shares of Class A common stock held by Mr. Siebert's child. |
(9)
| Ms. Tranen directly holds 226,384 shares of common stock as of March 28, 2024. Total shares include 146,484 shares of Class A common stock held by Boulevard Capital Partners L.P. of which Boulevard Capital Management LLC (solely managed by Ms. Tranen) is the general partner. Ms. Tranen disclaims beneficial ownership of the shares held by Boulevard Capital Partners L.P., except to the extent of her pecuniary interest therein. Also included are 30,000 shares of Class A common stock held by Ms. Tranen’s husband and 349,924 shares of Class A common stock held by other immediate family members of Ms. Tranen. |
Ranpak 46 2024 Proxy Statement
TABLE OF CONTENTS Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Such officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with during fiscal year 20202023, except forthat one Form 3 that4 report was filed late for Mr. Siebert and one Form 4 report was filed late for Ms. El and one Form 4 that was filed late by each of Messrs. Seshadri and Kovach and Ms. Tranen, in each case due to report one transaction in fiscal year 2020. administrative error. Ranpak 47 2024 Proxy Statement
TABLE OF CONTENTS 38
Information About the Proxy Process and Voting
Why am I receiving these materials? We have made a Notice of Contents ReportInternet Availability that contains instructions on accessing this Proxy Statement and Proxy Card available to you or have delivered printed proxy materials to you because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Audit CommitteeAnnual 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 11, 2024 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 80,047,044 shares of Class A common stock and no shares of Class B common stock outstanding as of March 28, 2024. There were also 2,921,099 non-voting shares of Class C common stock as of March 28, 2024. 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 28, 2024, you may vote online during the virtual Annual Meeting. Alternatively, you may vote by proxy by using the accompanying Proxy Card, over the internet. Whether or not you plan to attend online the virtual Annual Meeting, we encourage you to vote by proxy to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote. In such case, your previously submitted proxy will be disregarded. To vote at the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Eastern time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the Virtual Meeting website on the meeting date. To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your shares in accordance with the Proxy Card. To vote by proxy over the internet before the Annual Meeting, follow the instructions as directed on the enclosed Proxy Card or on the Notice of Internet Availability. To vote by telephone, you may vote by proxy by calling the toll-free number found on the enclosed Proxy Card or on the Notice of Internet Availability. Ranpak 48 2024 Proxy Statement
TABLE OF CONTENTS Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. If you are a beneficial owner as described above, you should have received a voting instruction form from the brokerage firm, bank, dealer or other similar organization that holds your shares. Follow the instructions they provide to ensure that your vote is counted. You may also attend and vote at the Annual Meeting using the 16-digit control number on your voting instruction form. We provide internet proxy voting to allow you to vote your shares online before the Annual Meeting, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies. What votes are required to approve the proposals? With respect to Proposal No. 1, directors are elected by a plurality of the Boardvotes present in person or represented by proxy and entitled to vote on the election of DirectorsThe material in this reportdirectors. “Withhold” votes have no effect. There is not “soliciting material,no ability to “abstain.” is not deemed “filed” with
With respect to Proposal No. 2 and No. 3, 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 purposeaffirmative vote of the Audit Committeemajority of votes cast is required for approval. Abstentions will have no effect on the results.
What are “broker non-votes”? If your shares are held by your broker as your nominee (that is, in “street name”), you will need to oversee our financial reporting processes on behalf of our Board. The Audit Committee’s functions are more fully described in its charter, which is available on our website at ir.ranpak.com (but which isinstruct your broker to vote your shares. If you do not hereby incorporated by reference). Management hasgive instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. Only Proposal No. 2, the 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 2020.The Audit Committee has discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirementsratification of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, the Audit Committee has discussed with Deloitte their independence, and has received from Deloitte the written disclosures and the letter required by the applicable requirementsappointment of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning 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 2020.
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 2020 for filing with the SEC. The Audit Committee also has engaged DeloitteKPMG LLP as our independent registered public accounting firm for the fiscal year 2021ending December 31, 2024, is considered “routine” under applicable rules.
In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as “broker non-votes” with respect to that proposal. Broker non-votes have no effect on whether a Proposal is approved. How many votes do I have? On each matter to be voted upon, you have one vote for each share of common stock you own as of the Record Date. What if I return a Proxy Card but do not make specific choices? If we receive a signed and is seekingdated 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 ratification of the appointment of KPMG LLP as our independent registered public accounting firm and “For” the approval of the non-binding advisory resolution to approve the compensation of our named executive officers. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares in his or her discretion. What does it mean if I receive more than one set of materials? If you receive more than one set of materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must either sign and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Proxy Cards. Ranpak 49 2024 Proxy Statement
TABLE OF CONTENTS Can I change my vote after submitting my proxy? Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways: You may submit another properly completed proxy with a later date. • | You may send a written notice that you are revoking your proxy to our Investor Relations Department, at 440-354-4445, ir@ranpak.com or at 7990 Auburn Road, Concord Township, OH 44077. |
You may attend the virtual Annual Meeting through online presence and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy. If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them. When are stockholder proposals due for next year’s Annual Meeting? To be considered for inclusion in next year’s proxy materials, proposals submitted pursuant to Rule 14a-8 must be submitted in writing by December 12, 2024 to Sara Horvath, Secretary at Ranpak, 7990 Auburn Road, Concord Township, Ohio 44077. Pursuant to our bylaws, in order for a stockholder to present a proposal at the annual meeting or to nominate a director under our bylaws, you must give timely notice thereof in writing to the Secretary, which must be received between December 24, 2024 and January 23, 2025; provided that if the date of that annual meeting is more than 30 days before or after May 23, 2025, notice must be received no earlier than 120 days prior to such selectionannual 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 2025 annual meeting date is first made, by the stockholders.Audit Committee
Robert C.Company. In addition to complying with the advance notice provisions of our bylaws, to nominate directors stockholders must give timely notice that complies with the additional requirements of Rule 14a-19, and which must be received no later than March 24, 2025. Proposals and nominations under our bylaws must meet all of the requirements set forth in the bylaws.
What is the quorum requirement? A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present online at the virtual Annual Meeting or represented by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present online or represented by proxy, may adjourn the Annual Meeting to another time or place. How can I find out the results of the voting at the Annual Meeting? Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. Who can help answer my questions? If you have questions about the Proposals or if you need additional copies of the proxy materials you should contact our Investor Relations department at ir@ranpak.com or at 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077. To obtain timely delivery, our stockholders must request the materials on or before May 9, 2024 to facilitate timely delivery. Who will solicit and pay the cost of soliciting proxies? Ranpak will pay the cost of soliciting proxies for the general meeting. Ranpak will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of ordinary shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, mail, on the Internet or at the Annual Meeting. They will not be paid any additional amounts for soliciting proxies. In addition, we have retained D.F. King Chair
Alicia M. Tranen& Co. to act as proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay $12,500 plus reasonable out-of-pocket expenses, for proxy solicitation services. Ranpak 50 2024 Proxy Statement
Kurt Zumwalt
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Attending the 2024 Annual Meeting The Board has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. How do I attend the Annual Meeting? You may attend the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/PACK2024. 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. | | | | Online: | | | How to Participate in the Annual Meeting | | | 1. Visit www.virtualshareholdermeeting.com/PACK2024; and
2.Enter the 16 digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”), on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Time on May 23, 2024. The meeting will begin promptly at 10:00 a.m. Eastern Time. | |
Ranpak 51 2024 Proxy Statement
Electronic Availability of Proxy Materials for the Annual Meeting
Important Notice Regarding the Availability of Proxy Materials for Stockholder Meeting to be Held on May 26, 202123, 2024: This Proxy Statement and the Company’s Annual Report on Form 10-K for fiscal year 20202023 are available electronically at www.proxyvote.com.www.proxyvote.com.Householding of Proxy Materials The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. Brokers with account holders who are Ranpak stockholders may be “householding” our proxy materials. A single proxy statement may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you notify your broker or the Company that you no longer wish to participate in “householding.” If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker or (2) direct your written request to our Investor Relations Department at ir@ranpak.com, 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077. Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to request “householding” of their communications should contact their broker. In addition, the Company will promptly deliver, upon written request to the address above, a separate copy of the Annual Report on Form 10-K, Proxy Statement and Proxy Card or Notice of Internet Availability of Proxy Material to a stockholder at a shared address to which a single copy of the documents was delivered. As of the date of this Proxy Statement, the Board does not intend to present any matters other than those described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the discretion of the proxy holder.
We have filed our Annual Report on Form 10-K for fiscal year 20202023 with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov.www.sec.gov. Upon written request by a Ranpak stockholder, we will mail without charge a copy of our Annual Report on Form 10-K, including the financial statements and financial statement schedules, but excluding exhibits to the Annual Report on Form 10-K. Exhibits to the Annual Report on Form 10-K are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should be directed to our Investor Relations department at ir@ranpak.com, 440-354-4445 or 7990 Auburn Road, Concord Township, OH 44077. By Order of the Board of Directors
/s/ Omar M. Asali
Omar M. Asali
Chairman and Chief Executive Officer
April 13, 2021
EXHIBIT A
Amended and Restated
Ranpak Holdings Corp.2019 Omnibus incentive plan
(adopted on February 20, 2019,
as amended on [ ], 2021)
The Plan was initially adopted on February 20, 2019 (the “Effective Date”) and has been amended and restated as of [ ], 2021 (the “Amendment Date”).
Section 1. Purpose. The purpose of the Amended and Restated Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Ranpak Holdings Corp. (the “Company”), thereby furthering the best interests of the Company and its shareholders.
Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.
(b) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.
(c) “Award Agreement” means any agreement, contract or other instrument or document (including in electronic form) evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.
(d) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
(e) “Beneficiary” means a Person entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such Person can be named or is named by the Participant, or if no Beneficiary designated by such Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, such Participant’s Beneficiary shall be such Participant’s estate.
(f) “Board” means the Board of Directors of the Company.
(g) “Cause” has the meaning set forth in the Participant’s employment or service agreement with the Company or its Subsidiary, if any, or if not so defined, and unless otherwise provided in an Award Agreement, means the Participant’s: (i) willful and continued refusal to perform his or her duties and responsibilities to the Company; (ii) engaging in gross negligence or willful misconduct in connection with the Company or its Subsidiaries; (iii) breach of any restrictive covenant with the Company or any Subsidiary, or material violation of any policy of the Company or any Subsidiary (including policies relating to sexual harassment); (iv) engaging in misconduct or actions that could reasonably be expected to have an adverse effect upon the business, interests or reputation of the Company or any Subsidiary; (v) commission of fraud, embezzlement, theft, or other material dishonesty with respect to the Company or any Subsidiary; or (vi) conviction of, or plea of nolo contendere to (x) any felony or (y) any other crime involving dishonesty or moral turpitude; provided, however, that for purposes of clauses (i), (iii) and (iv), Cause shall not exist unless the Company has given the Participant notice of the circumstances giving rise to Cause and the Participant has not cured such circumstances (if curable) within ten days after receipt of such notice.
(h) “Change in Control” means the occurrence of any one or more of the following events:
(i) any Person, other than any Non-Change in Control Person, is (or becomes, during any 12-month period) the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of the total voting power of the stock of the Company; provided that the provisions of this subsection (i) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (ii) below;
(ii) the consummation of a merger or consolidation of the Company with any other corporation or other entity, or the issuance of voting securities in connection with a merger or consolidation of the Company pursuant to applicable stock exchange requirements; provided that immediately following such merger or consolidation the voting securities of the Company outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of the Company’s stock (or, if the Company is not the surviving entity of such merger or consolidation, 50% or more of the total voting power of the stock of such surviving entity or parent entity thereof); and provided, further, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 50% or more of either the then-outstanding Shares or the combined voting power of the Company’s then-outstanding voting securities shall not be considered a Change in Control; or
(iii) the sale or disposition by the Company of all or substantially all of the Company’s assets in which any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions.
Notwithstanding the foregoing, (A) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the Shares immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of the Company immediately prior to such transaction or series of transactions, (B) no event or circumstances described in any of clauses (i) through (iii) above shall constitute a Change in Control unless such event or circumstances also constitute a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as defined in Section 409A of the Code and (C) no Change in Control shall be deemed to have occurred upon the acquisition of additional control of the Company by any Person that is considered to effectively control the Company. In no event will a Change in Control be deemed to have occurred if any Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act that effects a Change in Control. Terms used in the definition of a Change in Control shall be as defined or interpreted in a manner consistent with Section 409A of the Code.
(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.
(j) “Committee” means the compensation committee of the Board unless another committee is designated by the Board. If there is no compensation committee of the Board and the Board does not designate another committee, references herein to the “Committee” shall refer to the Board.
(k) “Consultant” means any individual, including an advisor, who is providing services to the Company or any Subsidiary or who has accepted an offer of service or consultancy from the Company or any Subsidiary.
(l) “Director” means any member of the Board.
(m) “Employee” means any individual, including any officer, employed by the Company or any Subsidiary or any prospective employee or officer who has accepted an offer of employment from the Company or any Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Committee in its discretion, subject to any requirements of the Code or applicable laws.
(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.
(o) “Fair Market Value” means, unless otherwise determined by the Committee, (i) with respect to Shares, the closing price of a Share on the date on which Awards are granted, on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, the fair market value of a Share as determined by the Committee, and (ii) with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
(p) “Incentive Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to the provisions of Section 6, that meets the requirements of Section 422 of the Code.
(q) “Non-Change in Control Person” means (i) any employee plan established by the Company or any Subsidiary, (ii) the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of the Company; or (v) One Madison Group LLC, a Delaware limited liability company, or any successor thereto.
(r) “Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive Stock Option.
(s) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
(t) “Other Cash-Based Award” means an Award granted pursuant to Section 11, including cash awarded as a bonus or upon the attainment of specified service or performance criteria or otherwise as permitted under the Plan.
(u) “Other Stock-Based Award” means an Award granted pursuant to Section 11 that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, dividend rights or dividend equivalent rights or Awards with value and payment contingent upon service with performance of the Company, its Subsidiaries or business units thereof or any other factors designated by the Committee.
(v) “Participant” means the recipient of an Award granted under the Plan.
(w) “Performance Award” means an Award granted pursuant to Section 10.
(x) “Performance Period” means the period established by the Committee with respect to any Performance Award during which the performance goals specified by the Committee with respect to such Award are to be measured.
(y) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
(z) “Restricted Stock” means any Share subject to certain restrictions and forfeiture conditions, granted pursuant to Section 8.
(aa) “RSU” means a contractual right granted pursuant to Section 9 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. Awards of RSUs may include the right to receive dividend equivalents.
(bb) “SAR” means any right granted pursuant to Section 7 to receive upon exercise by the Participant or settlement, in cash, Shares or a combination thereof, the excess of (i) the Fair Market Value of one Share on the date of exercise or settlement over (ii) the exercise or hurdle price of the right on the date of grant.
(cc) “SEC” means the Securities and Exchange Commission.
(dd) “Share” means a share of the Company’s Class A common stock, $0.0001 par value.
(ee) “Subsidiary” means an entity of which the Company, directly or indirectly, holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the voting securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee.
(ff) “Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines.
(gg) “Termination of Service” means, in the case of a Participant who is an Employee, cessation of the employment relationship such that the Participant is no longer an employee of the Company or any Subsidiary, or, in the case of a Participant who is a Consultant or non-employee Director, the date the performance of services for the Company or any Subsidiary has ended; provided, however, that in the case of a Participant who is an Employee, the transfer of employment from the Company to a Subsidiary, from a Subsidiary to the Company, from one Subsidiary to another Subsidiary or, unless the Committee determines otherwise, the cessation of employee status but the continuation of the performance of services for the Company or a Subsidiary as a Director or Consultant shall not be deemed a cessation of service that would constitute a Termination of Service; provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by a Subsidiary when a Subsidiary ceases to be a Subsidiary unless such Participant’s employment continues with the Company or another Subsidiary. Notwithstanding the foregoing, with respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a Termination of Service occurs when a Participant experiences a “separation of service” (as such term is defined under Section 409A of the Code).
Section 3. Eligibility.
(a) Any Employee, Director or Consultant shall be eligible to be selected to receive an Award under the Plan, to the extent that an offer of an Award or a receipt of such Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
(b) Holders of options and other types of awards granted by a company or other business that is acquired by the Company or with which the Company combines are eligible for grants of Substitute Awards under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed.
Section 4. Administration.
(a) Administration of the Plan. The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its shareholders, Participants and any Beneficiaries thereof. The Committee may issue rules and regulations for administration of the Plan.
(b) Delegation of Authority. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Committee may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant Options and SARs or other Awards in the form of Share rights (except that such delegation shall not be applicable to any Award for a Person then covered by Section 16 of the Exchange Act), and the Committee may delegate to one or more committees of the Board (which
may consist of solely one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with applicable law.
(c) Authority of Committee. Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full discretion and authority to: (i) designate Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award and prescribe the form of each Award Agreement which need not be identical for each Participant; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) determine whether, to what extent, and/or under what circumstances the vesting of an Award will be accelerated; (viii) amend terms or conditions of any outstanding Awards; (ix) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award, in the manner and to the extent it shall deem desirable to carry the Plan into effect; (x) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (xi) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.
Section 5. Shares Available for Awards.
(a) Subject to adjustment as provided in Section 5(e) and except for Substitute Awards, the maximum number of Shares available for issuance under the Plan from the Effective Date shall not exceed in the aggregate 13,118,055 Shares, which represents (i) 4,118,055 Shares that were authorized pursuant to the Plan originally adopted on the Effective Date plus (ii) 9,000,000 additional Shares being added to the Plan as of the Amendment Date.
(b) If any Award is forfeited, cancelled, expires, terminates or otherwise lapses or is settled in cash, in whole or in part, without the delivery of Shares, then the Shares covered by such forfeited, expired, terminated or lapsed Award shall again be available for issuance under the Plan. In addition, any Shares withheld in respect of taxes paid or payable with respect to any Award other than an Option or SAR shall again be available for issuance under the Plan. The following will not again become available for issuance under the 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.
(c) No Participant who is a non-employee Director may receive under the Plan, as compensation for services as a Director in any calendar year Awards with a Fair Market Value as of the grant date, taken together with any cash fees paid to such Director, of more than $500,000 (as determined in accordance with applicable accounting standards); provided that the foregoing limits shall not apply to compensation received by a non-Employee Director for other services as a consultant or otherwise to the Company or its Subsidiaries that is not intended to be compensation for service as a Director on the Board.
(d) Subject to adjustment as provided in Section 5(e), the maximum number of Shares available for issuance with respect to Incentive Stock Options shall be 4,118,055.
(e) In the event that the Committee determines that, as a result of any dividend or other distribution (other than an ordinary dividend or distribution), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, separation, rights offering, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, subject to compliance with Section 409A of the Code and other applicable law, adjust equitably so as to ensure no undue enrichment or harm (including by payment of cash), any or all of:
(i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate limits specified in Section 5(a) and Section 5(d);
(ii) the number and type of Shares (or other securities) subject to outstanding Awards;
(iii) the grant, purchase, exercise or hurdle price with respect to 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).
provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
(f) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the Company.
Section 6. Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) The exercise price per Share under an Option shall be determined by the Committee at the time of grant; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.
(b) The term of each Option shall be fixed by the Committee but shall not exceed ten years from the date of grant of such Option; provided, however, that if the expiration date of the Option (other than an Incentive Stock Option) occurs when the trading of Shares is prohibited by law or by the Company’s insider trading policy, the term of such Option (other than an Incentive Stock Option) shall be automatically extended to the 30th day following the expiration of the applicable trading prohibition. The Committee shall determine the time or times at which an Option becomes vested and exercisable in whole or in part.
(c) The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the exercise price of the Shares as to which the Option shall be exercised, in which payment of the exercise price with respect thereto may be made or deemed to have been made.
(d) No grant of Options may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such Options (except as provided under Section 5(e)).
(e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code. Incentive Stock Options may be granted only to employees of the Company or of a parent or subsidiary corporation (as defined in Section 424 of the Code).
Section 7. Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6.
(b) The exercise or hurdle price per Share under a SAR shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise or hurdle price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.
(c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR; provided, however, that if the expiration date of the SAR occurs when the trading of Shares is prohibited by law or by the Company’s insider trading policy, the term of such SAR shall be automatically extended to the 30th day following the expiration of the applicable trading prohibition. The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.
(d) Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of Shares subject to the SAR multiplied by the excess, if any, of the Fair Market Value of one Share on the exercise date over the exercise or hurdle price of such SAR. The Company shall pay such excess in cash, in Shares valued at Fair Market Value, or any combination thereof, as determined by the Committee.
(e) No grant of SARs may be accompanied by a tandem award of dividend equivalents or provide for dividends, dividend equivalents or other distributions to be paid on such SARs (except as provided under Section 5(e)).
Section 8. Restricted Stock. The Committee is authorized to grant Awards of Restricted Stock to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) The Award Agreement shall specify the vesting schedule.
(b) Awards of Restricted Stock shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
(c) Subject to the restrictions set forth in the applicable Award Agreement, a Participant generally shall have the rights and privileges of a stockholder with respect to Awards of Restricted Stock, including the right to vote such Shares of Restricted Stock and the right to receive dividends.
(d) The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividends or other distributions paid on Awards of Restricted Stock prior to vesting be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividends or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards.
(e) Any Award of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.
(f) The Committee may provide in an Award Agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, the Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office.
Section 9. RSUs. The Committee is authorized to grant Awards of RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) The Award Agreement shall specify the vesting schedule, performance criteria (if any) and the delivery schedule (which may include deferred delivery later than the vesting date).
(b) Awards of RSUs shall be subject to such restrictions as the Committee may impose, which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate.
(c) An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued to the Participant to settle the RSU.
(d) The Committee may, in its discretion, specify in the applicable Award Agreement that any or all dividend equivalents or other distributions paid on Awards of RSUs prior to vesting or settlement, as applicable, be paid either in cash or in additional Shares and either on a current or deferred basis and that such dividend equivalents or other distributions may be reinvested in additional Shares, which may be subject to the same restrictions as the underlying Awards.
(e) Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration.
(f) The Committee may determine the form or forms (including cash, Shares, other Awards, other property or any combination thereof) in which payment of the amount owing upon settlement of any RSU Award may be made.
Section 10. Performance Awards. The Committee is authorized to grant any Award under this Plan in the form of Performance Awards to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) Performance Awards may be provided in the form of Options, SARs, Restricted Stock, RSUs, Other Cash-Based Awards or Other Stock-Based Awards by providing that the Shares, units or other amounts will be earned based upon achievement or satisfaction of performance conditions specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee.
(b) Performance Awards may include a pre-established formula, such that the payment, retention or vesting of the Award is subject to the achievement during one or more Performance Periods, as determined by the Committee, of one or more performance measures with respect to the Company, including but not limited to the following:
(i) revenue measures (including, but not limited to, total revenue, gross revenue, net revenue, recurring or non-recurring revenues, revenue growth, product revenue growth and net sales);
(ii) income measures (including, but not limited to, gross income, net income, pre- or after-tax income (before or after allocation of corporate overhead and bonus), income from continuing operations, operating income (before or after taxes), non-interest income, net income after cost of capital, net interest income, fee income and income measures excluding the impact of acquisitions and dispositions);
(iii) earnings measures (including, but not limited to, earnings before taxes, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings growth, earnings per share, book value per share, margins, operating margins, gross margins, contribution margins (excluding general and administrative costs), cash margins, profitability of an identifiable segment, business unit or product, maintenance or improvement of profit or other margins and earnings measures excluding the impact of acquisitions and dispositions);
(iv) cash flow measures (including, but not limited to, cash flow (before or after dividends), operating cash flow, free cash flow, discounted cash flow, cash flow return on investment and cash flow in excess of cost of capital);
(v) return measures (including, but not limited to, return on equity, return on tangible common equity, return on assets or net assets, return on risk-weighted assets, return on capital (including return on total capital or return on invested capital) and appreciation in and/or maintenance of the price of shares);
(vi) share price measures (including, but not limited to, total shareholder return, share price, appreciation in and/or maintenance of share price and market capitalization);
(vii) balance sheet/risk management measures (including, but not limited to, year-end cash, satisfactory internal or external audits, financial ratings, shareholders’ equity, assets, tangible equity, charge-offs, net charge-offs, non-performing assets and liquidity);
(viii) efficiency or expense measures (including, but not limited to, expenses, expense management or reduction, non-interest expense, operating/efficiency ratios improvement in or attainment of expense levels or working capital levels (including cash and accounts receivable), reduction in income tax expense or income tax rate, corporate expenses as a percentage of revenue, research and development as a percentage of revenue, sales efficiency, selling and marketing efficiency and service efficiency);
(ix) strategic measures (including, but not limited to, market share, debt reduction, customer growth, long-term client value growth, research and development achievements, regulatory compliance and achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents), strategic partnerships or transactions and co-development, co-marketing, profit sharing, joint venture or other similar arrangements, implementation, completion or attainment of measurable objectives with respect to research, development, commercialization, products or projects, production volume levels, acquisitions and divestitures, accuracy, stability, quality or performance of ratings and recruiting and maintaining personnel); and
(x) other measures (including, but not limited to, gross profits, economic profit, comparisons with various stock market indices, cost of capital or assets under management, improvements in capital structure, days sales outstanding, sales performance, sales quota attainment, cross-sales, recurring sales, one-time sales, net new sales, cancellations, retention rates, new benchmark mandates, new exchange traded fund launches, financing and other capital raising transactions (including sales of the Company’s equity or debt securities); factoring transactions; sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally; or through partnering transactions).
Performance criteria may be measured on an absolute (e.g., plan or budget) or relative basis, may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments, may be based on a ratio or separate calculation of any performance criteria and may be made relative to an index, one or more of the performance goals themselves, a previous period’s results or to a designated comparison group. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices.
(c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which the Company conducts its business, or other events or circumstances render the performance objectives unsuitable, the Committee may modify the performance objectives or the related level of achievement, in whole or in part, as the Committee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. The Committee shall have the power to impose such other restrictions on Awards subject to this Section 10(c) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements of any applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations.
(d) A Performance Award shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until Shares are issued to the Participant to settle the Performance Award. The Committee, in its sole discretion, may provide that a Performance Award shall convey the right to receive dividend equivalents on the Shares underlying the Performance Award with respect to any dividends declared during the period that the Performance Award is outstanding, in which case, such dividend equivalent
rights shall accumulate and shall be paid in cash or Shares on the settlement date of the Performance Award, subject to the Participant’s earning of the Shares underlying the Performance Awards with respect to which such dividend equivalents are paid upon achievement or satisfaction of performance conditions specified by the Committee. Shares delivered upon the vesting and settlement of a Performance Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to Performance Awards that are not earned or otherwise do not vest or settle pursuant to their terms.
(e) The Committee may, in its discretion, increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award.
Section 11. Other Cash-Based Awards and Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant Other Cash-Based Awards (either independently or as an element of or supplement to any other Award under the Plan) and Other Stock-Based Awards. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 11 shall be purchased for such consideration, and paid for at such times, by such methods and in such forms, including cash, Shares, other Awards, other property, net settlement, broker-assisted cashless exercise or any combination thereof, as the Committee shall determine; provided that the purchase price therefor shall not be less than the Fair Market Value of such Shares on the date of grant of such right.
Section 12. Effect of Termination of Service or a Change in Control on Awards.
(a) The Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, the circumstances in which, and the extent to which, an Award may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the vesting, exercise or settlement of such Award.
(b) In the event of a Change in Control, unless otherwise provided in an Award Agreement, outstanding Awards shall be treated as described below.
(i) If in connection with the Change in Control, any outstanding Award is continued in effect or converted into an award or right with respect to stock of the successor or surviving corporation (or a parent or subsidiary thereof), then upon the occurrence of a Termination of Service of a Participant by the Company without Cause within 24 months following the Change in Control, on the date of such Termination of Service, such Award held by such Participant shall immediately vest and settle, and with respect to Options and SARs, shall become exercisable and shall remain exercisable for one year.
(ii) If outstanding Awards are not continued or converted as described in subsection (i) above, then on the Change in Control, such Awards shall immediately vest and settle and, in the case of Options and SARs, shall become fully exercisable.
For purposes of subsections (i) and (ii) above, no Award shall be treated as “continued or converted” on a basis consistent with the requirements of subsection (i) or (ii), as applicable, unless the stock underlying such award after such continuation or conversion consists of securities of a class that is widely held and publicly traded on a U.S. national securities exchange.
(c) In addition, in the event of a Change in Control and to the extent not inconsistent with the provisions of Section 12(a) above or the applicable Award Agreement, the Committee, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such Change in Control, may take any one or more of the following actions:
(i) to terminate or cancel any outstanding Award in exchange for a cash payment (and, for the avoidance of doubt, if as of the date of the Change in Control, the Committee determines that no amount would have been realized upon the exercise of the Award or other realization of the Participant’s rights, then the Award may be cancelled by the Company without payment of consideration);
(ii) to provide for the assumption, substitution, replacement or continuation of any Award by the successor or surviving corporation (or a parent or subsidiary thereof) with cash, securities, rights or
other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof), and to provide for appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation (or a parent or subsidiary thereof), subject to any replacement awards, the terms and conditions of the replacement awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement awards;
(iii) to make any other adjustments in the number and type of securities (or other consideration) subject to outstanding Awards and in the terms and conditions of outstanding Awards (including the grant or exercise price and performance criteria with respect thereto) and Awards that may be granted in the future;
(iv) to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Agreement; and
(v) to cancel any unvested Award for no consideration.
Section 13. Minimum Vesting. Notwithstanding any provisions of this Plan to the contrary and except as provided in this Section 13, pursuant to Section 12 or Awards granted for services as a Director, Awards (other than replacement awards) shall not vest in full prior to the one-year anniversary of the applicable grant date; provided, however, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (i) Shares delivered in lieu of fully vested cash Awards; and (ii) any additional Awards that the Committee may grant with such other vesting requirements, if any, as the Committee may establish in its sole discretion, up to five percent (5%) of the Shares available for issuance under the Plan.
Section 14. General Provisions Applicable to Awards.
(a) Awards shall be granted for such cash or other consideration, if any, as the Committee determines; provided that in no event shall Awards be issued for less than such minimal consideration as may be required by applicable law.
(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
(c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.
(d) Except as may be permitted by the Committee or as specifically provided in an Award Agreement, (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant other than by will or pursuant to Section 14(e) and (ii) during a Participant’s lifetime, each Award, and each right under any Award, shall be exercisable only by such Participant or, if permissible under applicable law, by such Participant’s guardian or legal representative. The provisions of this Section 14(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof.
(e) A Participant may designate a Beneficiary or change a previous Beneficiary designation only at such times as prescribed by the Committee, in its sole discretion, and only by using forms and following procedures approved or accepted by the Committee for that purpose.
(f) All certificates for Shares and/or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the SEC, any stock market or exchange upon which such Shares or other securities are then quoted, traded or listed, and any applicable securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
(g) The Committee may impose restrictions on any Award with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate in its sole discretion.
Section 15. Amendments and Terminations.
(a) Amendment or Termination of the Plan. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded or (ii) subject to Section 5(e) and Section 12, the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (x) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 19. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations.
(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award shall terminate immediately prior to the consummation of such action, unless otherwise determined by the Committee.
(c) Terms of Awards. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award; provided, however, that, subject to Section 5(e) and Section 12, no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (x) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, or (y) to impose any “clawback” or recoupment provisions on any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 19. The Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of events (including the events described in Section 5(e)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.
(d) No Repricing. Notwithstanding anything to the contrary in this Plan, except as provided in Section 5(e) or in connection with a Change in Control, no action (including the repurchase of Options or SAR Awards (in each case, that are “out of the money”) for cash and/or other property) shall directly or indirectly, through cancellation and re-grant 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 thereof without approval of the Company’s shareholders.
Section 16. Miscellaneous.
(a) �� No Employee, Consultant, Director, Participant, or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a
promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan.
(b) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or any applicable Subsidiary may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement or in any other agreement binding on the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Agreement.
(c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
(d) The Committee may authorize the Company to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to the Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by such Participant) as may be necessary to satisfy all obligations for the payment of such taxes and, unless otherwise determined by the Committee in its discretion, to the extent such withholding would not result in liability classification of such Award (or any portion thereof) pursuant to FASB ASC Subtopic 718-10 and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity.
(e) If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award Agreement, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and any such Award Agreement shall remain in full force and effect.
(f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
(g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
(h) Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country.
Section 17. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to its approval by the shareholders of the Company.
Section 18. Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the Effective Date; (ii) the maximum number of Shares available for issuance under the Plan have been issued; or (iii) the Board terminates the Plan in accordance with Section 15(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or
terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.
Section 19. Cancellation or “Clawback” of Awards. The Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any Shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of Shares underlying such Awards.
Section 20. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by any Participant on account of non-compliance with Section 409A of the Code.
Section 21. Successors and Assigns. The terms of the Plan shall be binding upon and inure to the benefit of the Company and any successor entity, including any successor entity contemplated by Section 12(b).
Section 22. Data Protection. By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Affiliate, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include:
(a) administering and maintaining Participant records;
(b) providing information to the Company, any Subsidiary, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
(c) providing information to future purchasers or merger partners of the Company or any Affiliate, or the business in which the Participant works; and
(d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country.
Section 23. Governing Law. The Plan and each Award Agreement shall be governed by the laws of the State of Delaware, without application of the conflicts of law principles thereof.
RANPAK HOLDINGS CORP.
7990 AUBURN ROAD
CONCORD TOWNSHIP, OHIO 44077
| VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 25, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to
www.virtualshareholdermeeting.com/PACK2021
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 25, 2021. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D43277-P53798 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
RANPAK HOLDINGS CORP.
The Board of Directors recommends you vote FOR each of the following nominees:
| For
All | Withhold
All
| For All
Except | | To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. | | ☐ | ☐ | ☐ | | | | 1. Company Proposal - Election of Directors | | | | | | | Nominees: | | | | | | | 01) Thomas Corley
02) Michael Jones
03) Robert King
| | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3: | For | Against | Abstain | | | | | 2. Company Proposal - Amendment to the Company's 2019 Omnibus Incentive Plan. | ☐ | ☐ | ☐ | | | | | 3. Company Proposal - Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. | ☐ | ☐ | ☐ | | | | | NOTE: In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. | | | | | | You may attend the meeting and vote during the meeting when the polls are open via the Internet. We recommend, however, that you vote before the meeting even if you plan to participate in the meeting, since you can change your vote during the meeting by voting when the polls are open. Have the information that is printed in the box marked by the arrow and follow instructions. | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name by authorized officer. | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | Date | | Signature (Joint Owners) | Date | | | | | | | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Annual Report and52 2024 Proxy Statement are available at www.proxyvote.com.
D43278-P53798
TABLE OF CONTENTS RANPAK HOLDINGS CORP.
Annual Meeting of Shareholders
May 26, 2021 10:00 AM EDT
This proxy is solicited by the Board of Directors
The shareholder(s) hereby appoint(s) Omar Asali, William Drew, David Murgio and Michele Smolin, or each of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of RANPAK HOLDINGS CORP. that the shareholder(s) are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 AM EDT on May 26, 2021, via a live webcast at www.virtualshareholdermeeting.com/PACK2021, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side
0001712463 1 2023-01-01 2023-12-31 |