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Ranpak Holdings Corp.

RANPAK HOLDINGS CORP. 7990 Auburn Road

AUBURN ROAD CONCORD TOWNSHIP, OH 44077

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

Notice of Annual Meeting of Stockholders to be Held on May 25, 2022

23, 2024

To the Stockholders of Ranpak Holdings Corp.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Ranpak Holdings Corp., a Delaware corporation (the “Company”), will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/PACK2022 on May 25, 2022, at 10:00 a.m. Eastern time for the following purposes:

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Time and Date May 23, 2024, at 10:00 a.m. (Eastern time)

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Location virtual meeting conducted exclusively via live webcast at www.virtualshare holdermeeting.com/ PACK2024

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Record Date The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on March 28, 2024 (the “Record Date”) can vote at this meeting or any adjournments that take place.

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to elect the fourthree directors named in the Proxy Statement as Class IIIII directors of Ranpak Holdings Corp., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal;

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to ratify the selection of Deloitte & ToucheKPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;2024; and

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to approve a non-binding advisory resolution approving the compensation of the named executive officers; andofficers.

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4. The Company will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

to provide a non-binding advisory resolution on the frequency of future advisory votes on the compensation of our named executive officers.​

The Company will also transact such other business as may properly come before the meeting, or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on March 30, 2022 (the “Record Date”) can vote at this meeting or any adjournments that take place.

The Board of Directors recommends that you vote:

Proposal No. 1: FOR the election of the four director nominees;

Proposal No. 2: FOR the ratification of the appointment of Deloitte & Touche LLP, as the independent registered public accounting firm;

Proposal No. 3: FOR the approval of the non-binding advisory resolution to approve the compensation of our named executive officers; and

Proposal No. 4: FOR “Every Year” as to the frequency of future advisory votes on the compensation of our named executive officers.

2022

​	Proposal No. 1:	​	​	FOR the election of the three director nominees;	​
​	Proposal No. 2:	​	​	FOR the ratification of the appointment of KPMG LLP, as the independent registered public accounting firm; and	​
​	Proposal No. 3:	​	​	FOR the approval of the non-binding advisory resolution to approve the compensation of our named executive officers.	​

2024 Virtual Annual Stockholder Meeting

The Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Ranpak currently, as it enables engagement with our stockholders, regardless of size, resources, or physical location while safeguarding the health of our stockholders, Board and management.location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/PACK2022PACK2024 at the meeting date and time. To log in, you will need the 16-digit control number included on your proxy card or voting instruction form. The

meeting webcast will begin promptly at 10 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should

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allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please consult the information regarding technical assistance available at www.virtualshareholdermeeting.com/PACK2022PACK2024 for assistance.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL MEETING ONLINE, WE ENCOURAGE YOU TO READ THE ACCOMPANYING PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DecemberDECEMBER 31, 2021,2023, AND SUBMIT YOUR PROXY AS SOON AS POSSIBLE USING ONE OF THE THREE CONVENIENT VOTING METHODS DESCRIBED IN “INFORMATION ABOUT THE PROXY PROCESS AND VOTING” IN THE PROXY STATEMENT. IF YOU RECEIVE MORE THAN ONE SET OF PROXY MATERIALS OR NOTICE OF INTERNET AVAILABILITY BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SIGNED AND SUBMITTED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.

Notice and Access

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 23, 2024. The Proxy Statement and the Company’s 2023 Annual Report on Form 10-K are available, free of charge, at proxyvote.com.

The Notice of Annual Meeting of Stockholders to be held on May 25, 2022, the accompanying Proxy Statement and the Company’s 2021 Annual Report on Form 10-K are available, free of charge, at proxyvote.com.

The Notice23, 2024 contains instructions on how to access our proxy materials and vote over the internet at www.proxyvote.comand how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our 20212023 Annual Report on Form 10-K. Stockholders can also request to receive future proxy materials in printed form by mail or electronically by email by contacting Investor Relations Department at ir@ranpak.com, at 440-354-4445 or at 7990 Auburn Road, Concord Township, OH 44077.

By Order of the Board of Directors

 

Sara A. Horvath

Executive Vice President, General CounselChief Legal Officer & Secretary

April 12, 2022

11, 2024

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Ranpak Holdings Corp.

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Omar M. Asali, 51, has served as our Chief Executive Officer since August 2019 and Chairman of our board of directors since June 2019. He has also served as the Chairman and Chief Executive Officer of One Madison Group, a permanent capital investment vehicle, since July 2017. Mr. Asali served as President and Chief Executive Officer of HRG from 2015 until 2017, and as President of HRG since 2011. Mr. Asali also served as a director of HRG from 2011 to 2017. Mr. Asali was responsible for overseeing the day-to-day activities of HRG, including M&A activity and overall business strategy. Mr. Asali was also the Vice Chairman of Spectrum Brands and a member of the board of directors of FGL, Front Street Re Cayman Ltd. and NZCH Corporation (formerly, Zap.Com Corporation), each a subsidiary of HRG. Prior to becoming President of HRG, Mr. Asali was a Managing Director and Head of Global Strategy of Harbinger Capital. Prior to that, Mr. Asali was the cohead of Goldman Sachs HFS where he helped manage approximately $25 billion of capital allocated to external managers. Mr. Asali also served as co-chair of the Investment Committee at Goldman Sachs HFS. Before joining Goldman Sachs HFS in 2003, Mr. Asali worked in Goldman Sachs’ Investment Banking Division, providing M&A and strategic advisory services to clients in the High Technology Group. Mr. Asali previously worked at Capital Guidance, a boutique private equity firm. Mr. Asali began his career working for a public accounting firm. Mr. Asali received an M.B.A. from Columbia Business School and a B.S. in Accounting from Virginia Tech. Mr. Asali also currently serves as a director at Pickle Robots, Carbone Fine Food and Virginia Tech Foundation Board.

Mr. Asali’s qualifications to serve on our board of directors include: his substantial experience in mergers and acquisitions, corporate finance and strategic business planning; his track record at HRG and in advising and managing multi-national companies; and his experience serving as a director for various public and private companies.

Pamela El, 64, has served as a director since November 2020. She is the founder of Pam El Consulting which she founded in 2019 and in which position she currently serves. Previously, from 2014 to 2018, Ms. El was EVP and

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Thomas F. Corley	​	​	Thomas F. Corley, 61, has been a member of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. In January 2024, Mr. Corley was elected President and Chief Executive Officer of Community Coffee. He served as the Executive Vice President, Chief Global Revenue Officer for Catalina responsible for all worldwide engagements, retailer and manufacturer revenue from October 2017 to January 2020. Mr. Corley previously served as Chief Operating Officer of Acosta, Inc. from January 2016 until December 1, 2016. While at Acosta, Mr. Corley oversaw the Sales and Foodservice divisions, designed operating strategies, developed a differentiated sales organization and cultivated excellent customer relationships. Prior to serving at Acosta, Mr. Corley held several senior roles at Kraft Foods Group over a thirty-year tenure. Mr. Corley served as an Executive Vice President and President of Retail Sales and Foodservice from October 2012 through July 2015. Prior to that, Mr. Corley served as Senior Vice President of Sales from June 2009 to October 2012. His additional roles at Kraft included Vice President of Walmart/Customer Development Organization, Area Vice President, East Customer Development Organizations and Area Vice President of South Area Field Sales Organization. Mr. Corley has extensive experience with customer collaboration, new business development, field sales commercialization, acquisition integration and organizational development. Mr. Corley also serves on the Board of Directors at Carbone Sauce USA. He previously served as a Commercial Advisor to Cacique Foods, Plenty Indoor Agriculture, Revlon, Inc., Bowery Farms, Vybes Beverages and Genpact USA. Mr. Corley has also worked as an advisor to Verde Farms and Trax USA. He is also a former Board Member/Independent Director for Advantage Sales and Marketing and PRE-Brands. Mr. Corley received a B.A. in Business Administration and Management from the University of St. Thomas in Minnesota.	​
		​	Mr. Corley’s qualifications to serve on our Board include his 35 years of industry experience, senior leadership roles at Kraft Foods Group, global and data services experience at Catalina and senior relationships across the CPG/Retail industry.	​

TABLE OF THE ABOVE-NAMED CLASS III NOMINEES.

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Robert C. King	​	​	Robert C. King, 65, has been a member of our Board since June 2019, and served as a member of One Madison Corporation from July 2017 until the consummation of the Business Combination. Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining CytoSport, Mr. King served as an Advisor to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the North America Pepsi system from 1989 to 2010. Before joining the North America Pepsi system, Mr. King worked in various sales and marketing positions with E&J Gallo Winery from 1984 to 1989 and with Procter & Gamble from 1980 to 1984. Previously, Mr. King served as an Executive Vice President and President of North America at Pepsi Bottling Group Inc. from November 2008 to 2010, with responsibility for all PBG business in the United States, Canada and Mexico. He served as the President of PBG’s North American business at Bottling Group from December 2006 to November 2008. Mr. King served as the President of North American Field Operations at Pepsi Bottling Group Inc. from October 2005 to December 2006. He served as Senior Vice President and General Manager of Pepsi Bottling Group’s Mid-Atlantic Business Unit from 2002 to 2005. Mr. King has served as a director and advisor to CytoSport, Island Oasis Frozen Cocktail Co., Inc. and Neurobrands, LLC, a producer of premium functional beverages, and Exal Corporation. Mr. King has been an Executive Advisory Partner at Wind Point Partners and Chairman of Gehl Foods, a WPP portfolio company since May 2015. Mr. King served as a Director of Freshpet Inc. and, currently, he serves as Chairman of Arctic Glacier, a Carlyle LLC portfolio company, since August 2017, and as Chairman of WernerCo, a Triton Partner portfolio company, since June 2020. Mr. King received a B.A. in English from Fairfield University.	​
		​	Mr. King’s qualifications to serve on our Board include: his corporate leadership and public company experience; and his more than 44 years of substantial expertise in managing businesses and operations in the consumer packaged goods industry, including his 21 years in the North America Pepsi system.	​

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The Board Recommends a vote FOR the election of each of the above-named Class II nominees.

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Board Diversity and Attributes

Our Board believes diversity is important and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience, and regularly assesses our Board’s diversity when identifying and evaluating director candidates. As of December 31, 2021,2023, our Board of Directors consisted of the following:

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Committees of the Board of Directors

Our Board has three fully independent standing committees: the Audit Committee, the Compensation Committee and the Nominating, Environmental, SocialSustainability & Governance Committee. Each of the committees reports to the Board as they deem appropriate and as the Board may request.

Audit Committee

Our Audit Committee is currently composed of Messrs. King and Zumwalt and Ms. Tranen, with Mr. King serving as the chair of the committee. Our Board has determined that each member of the Audit Committee meetmeets the independence requirements and the financial literacy requirements under the applicable rules and regulations of the SEC and the applicable listing standards of the NYSE. Our Board has determined that all members qualifyeach member qualifies as an “Audit Committee financial experts”expert” as defined under SEC rules.

Our Audit Committee oversees our corporate accounting and financial reporting process. The Audit Committee is also responsible for preparing the audit committee report that SEC rules require to be included in this Proxy Statement. The Audit Committee charter details the principal responsibilities of the Audit Committee, including assisting the Board in its oversight of:

the integrity of the Company’s financial statements and internal controls;

the qualifications, independence and performance of the Company’s independent auditor;

the design and implementation of the internal audit function; and

the Company’s compliance with legal and regulatory requirements.

Ranpak   8   2024 Proxy Statement

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Directors

The following table sets forth the name, age as of April 12, 2022,11, 2024, and position of the nominees for election at the Annual Meeting and the other current directors of Ranpak Holdings Corp. whose terms extend past the Annual Meeting. The following also includes certain information regarding our directors’ individual experience, qualifications, attributes and skills and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors (information for Messrs. Asali, Seshadri, ZumaltCorley, Jones and Ms. ElKing is set forth above in “Proposal No. 1 Election of Directors”).

Name	Age	Director Since	Position	Independent
Omar M. Asali	51	2019	Chairman and Chief Executive Officer
Michael A. Jones	59	2019	Vice Chairman and Managing Director, North America
Thomas F. Corley(3)	59	2019	Director	ü
Pamela El(3)	64	2020	Director	ü
Robert C. King(1)(2)	63	2019	Director	ü
Steve A. Kovach	64	2019	Director
Salil Seshadri(2)(3)	45	2019	Director	ü
Michael S. Gliedman	58	2020	Director and Chief Technology Officer
Alicia M. Tranen(1)(2)	49	2019	Director	ü
Kurt Zumwalt (1) (3)	53	2020	Director	ü

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Director Since

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Independent

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Omar Asali

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53

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2019

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Chairman and Chief Executive Officer

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Thomas F. Corley(1)

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61

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2019

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Director

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Pam El(1)

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66

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2020

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Director

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Michael S. Gliedman

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60

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2019

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Director and Chief Technology Officer

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Michael A. Jones

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61

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2019

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Director

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Robert C. King(2)(3)

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65

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2019

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Director

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Salil Seshadri(1)(3)

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47

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2019

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Director

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Alicia Tranen(2)(3)

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51

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Director

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Kurt Zumwalt(1)(2)

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55

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2020

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Director

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(1)	(1)Member of the Nominating, Sustainability & Governance Committee

(2)	Member of the Audit Committee

(2)(3)

Member of the Compensation Committee

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Omar Asali	(3)​	Member​	Omar Asali, 53, has served as our Chief Executive Officer and Chairman of the Nominating, Environmental, SocialBoard 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.	​
		​	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.	​

Pam El	​	​	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 & Governance CommitteeEvents).	​
		​	Ms. El’s qualifications to serve on our Board include: her extensive corporate leadership experience and marketing experience.	​

Michael A. Jones, 59, has been a member of our board of directors since July 2017 and has served as our Vice Chairman and Managing Director, North America since September 2019.  Mr. Jones served as Chief Customer Officer of Lowe’s Companies, Inc. from May 2014 through October 2016. In this role, Mr. Jones was responsible for store environment, merchandising, customer experience, marketing, strategy and research for Lowe’s U.S. stores operations. Prior to this role, Mr. Jones served as the Chief Merchandising Officer of Lowe’s Companies Inc. since January 2013. In this capacity, Mr. Jones was responsible for both domestic and global sourcing for the merchandising offering for Lowe’s U.S. stores, and U.S. pricing operations. Mr. Jones served as Head of Business Unit Americas and Executive Vice President at Husqvarna AB from June 2011 to January 2013. In this role, Jones led sales, service and manufacturing operations for Husqvarna’s North and Latin American businesses. Prior to this role, Mr. Jones served as Head of Sales and Service for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the General Manager of Cooking Products within the appliances division of General Electric (“GE”) from June 2007 to October 2009, and from 1994 to 2007, held various leadership positions with GE in Sales, Service, Product Management and international business. He began his career at GE in appliance builder sales, and held roles with increasing responsibility during his time at GE, including Chief Commercial Officer in Europe, Middle East and Africa and for GE Consumer and Industrial. He is currently on the Board of Johnson C. Smith University, and Children’s National in Washington, DC. Mr. Jones received a B.S. in Business Administration from California Coast University in Santa Ana, California.

Mr. Jones’s qualifications to serve on our board of directors include: his strong business and financial acumen, including the ability to read operational financials and balance sheets; his sell-side and buy-side analyst experience including presentations to analyst and investors and business positioning; his substantial experience in strategy development and extensive leadership positions in various companies.

Thomas F. Corley, 59, has been a member of our board of directors since July 2017. Mr. Corley served as the Executive Vice President, Chief Global Revenue Officer for Catalina responsible for all worldwide engagements, retailer and manufacturer revenue from October 2017 to January 2020. Mr. Corley previously served as Chief Operating Officer of Acosta, Inc. from January 2016 until December 1, 2016. While at Acosta, Mr. Corley oversaw the Sales and Foodservice divisions, designed operating strategies, developed a differentiated sales organization and cultivated excellent customer relationships. Prior to serving at Acosta, Mr. Corley held several senior roles at Kraft

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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 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 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.	​
		​	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.	​

Salil Seshadri	​	​	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.	​
		​	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.	​

Foods Group over a thirty year tenure. Mr. Corley served as an Executive Vice President and President of Retail Sales and Foodservice from October 2012 through July 2015.  Prior to that, Mr. Corley served as Senior Vice President of Sales from June 2009 to October 2012. His additional roles at Kraft included Vice President of Walmart/Customer Development Organization, Area Vice President, East Customer Development Organizations and Area Vice President of South Area Field Sales Organization. Mr. Corley has extensive experience with customer collaboration, new business development, field sales commercialization, acquisition integration and organizational development. Mr. Corley also serves on the Board of Directors at PRE-Brands, Carbone Retail Sauce and Whitehouse Foods. He is also a Director at One Madison Group, on the Retail Advisory Board of TRAX USA and a Commercial Advisor for Bowery Farms.  He is also a former Board Member/Independent Director for Advantage Sales and Marketing. Mr. Corley received a B.A. in Business Administration and Management from the University of St. Thomas in Minnesota.

Mr. Corley’s qualifications to serve on our board of directors include his 35 years of industry experience, senior leadership roles at Kraft Foods Group, global and data services experience at Catalina and senior relationships across the CPG/Retail industry.  

Robert C. King, 63, has been a member of our board of directors since July 2017. Mr. King served as the Chief Executive Officer of CytoSport, Inc. from June 2013 to August 2014. Prior to joining CytoSport, Mr. King served as an Advisor to TSG Consumer Partners from March 2011 to July 2013. Mr. King spent 21 years in the North America Pepsi system from 1989 to 2010. Before joining the North America Pepsi system, Mr. King worked in various sales and marketing positions with E&J Gallo Winery from 1984 to 1989 and with Procter & Gamble from 1980 to 1984. Previously, Mr. King served as an Executive Vice President and President of North America at Pepsi Bottling Group Inc. from November 2008 to 2010, with responsibility for all PBG business in the United States, Canada and Mexico. He served as the President of PBG’s North American business at Bottling Group from December 2006 to November 2008. Mr. King served as the President of North American Field Operations at Pepsi Bottling Group Inc. from October 2005 to December 2006. He served as Senior Vice President and General Manager of Pepsi Bottling Group’s Mid-Atlantic Business Unit from 2002 to 2005. Mr. King has served as a Director and advisor to CytoSport, Island Oasis Frozen Cocktail Co., Inc. and Neurobrands, LLC, a producer of premium functional beverages, and Exal Corporation. Mr. King has been an Executive Advisory Partner at Wind Point Partners and Chairman of Gehl Foods, a WPP portfolio company since May 2015. Mr. King served as a Director of Freshpet Inc. and, currently, he serves as Chairman of Arctic Glacier, a Carlyle LLC portfolio company, since August 2017, and as Chairman of WernerCo, a Triton Partner portfolio company, since June 2020. Mr. King received a B.A. in English from Fairfield University.

Mr. King’s qualifications to serve on our board of directors include: his corporate leadership and public company experience; and his more than 41 years of substantial expertise in managing businesses and operations in the consumer packaged goods industry, including his 21 years in the North America Pepsi system.

Steve A. Kovach, 64, has been a member of our board of directors since June 2019. Mr. Kovach is currently retired. He served as the President and Chief Executive Officer of

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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.	​

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

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

Michael S. Gliedman, 58, has served as our Chief Technology Officer since March 2020. In this capacity, Mr. Gliedman oversees all aspects of technology for the Company as well as Digital and Corporate Marketing.  He has been a member of our board of directors since June 2019. Mr. Gliedman is also Managing Director of Blue Strat

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Advisors, a technology strategy and digital transformation consulting firm that he founded in November 2017. Previously, Mr. Gliedman was Senior Vice President and Chief Information Officer for the National Basketball Association from July 1999 to July 2017, where he was responsible for identifying and applying technologies to enhance the fan experience, technology strategy formulation, systems design and implementation and cyber-security for the league. Prior to joining the NBA, Mr. Gliedman served as Senior Vice President, Application Development at Viacom from May 1997 to June 1999. Prior to joining Viacom, he was a Principal in the Media & Entertainment practice at Booz Allen & Hamilton, from October 1991 to May 1997. Mr. Gliedman received an M.B.A. with a concentration in Marketing from Columbia Business School and a B.A. in Computer Science from Brandeis University.

Mr. Gliedman’s qualifications to serve on our board of directors include: his extensive experience driving business focused technology initiatives developed through years as a management consultant and as an operator at both Viacom and the NBA; his substantial expertise in digital marketing and social media; and his 18 years of corporate leadership experience as a senior executive at the NBA.

Alicia M. Tranen, 49, has been a member of our board of directors since June 2019. Ms. Tranen is currently the Founder, General Partner and Portfolio Manager of Boulevard Capital Management, which she founded in June 2008. Boulevard Capital Management is an investment fund that primarily invests in public companies. Ms. Tranen is also a Senior Advisor to 3L Capital Management, a growth equity firm based in New York City and Los Angeles.  Previously, she served as a Senior Analyst at Cantillon Capital, an $11 billion long-short equity hedge fund, from inception in February 2003 to March 2008. At Cantillon, Ms. Tranen was a senior member of the investment team. Prior to that, she was a Principal at RRE Ventures, a venture capital firm with $500 million in assets, from September 1999 to March 2002. While at RRE Ventures, Ms. Tranen served on the boards of directors, or as an observer to the board, of 10 RRE Ventures portfolio companies. From September 1994 to August 1997, Ms. Tranen was a Research Associate at Fidelity Management & Research Co, where she was responsible for research, analysis and coverage of over 100 public companies. Ms. Tranen currently serves on the Advisory Board of Team Impact Los Angeles. Ms. Tranen received an M.B.A. from Harvard Business School and a B.A. in Economics from Tufts University.

Ms. Tranen’s qualifications to serve on our board of directors include: her strong business and financial acumen, including the ability to read operational financials and balance sheets; her extensive experience as an investor in public companies of all sizes across multiple industries; her background evaluating the financial performance of late stage private companies and public companies; and her experience as a director and/or a significant stockholder in numerous companies.

Proposal No. 2

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

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THE BOARD RECOMMENDS A VOTE FOR THE APPROVALTABLE OF THE NAMED EXECUTIVE OFFICER COMPENSATION, AS DESCRIBED IN THIS PROXY STATEMENT.

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

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

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

Say on Pay Frequency

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

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

Vote Required 

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

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

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

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

Executive Compensation

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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 20212023 was variable and at-risk, reflecting our belief that a significant amount of executive compensation should be tied to performance for executives who bear higher levels of responsibility with respect to overall Company performance. For both our CEO, and our Managing Director, North America, 100% of their 2021his 2023 total direct compensation was in the form of long-term equity incentive awards, and the majority45% of that compensation was “at risk” in the form of PRSUs. The remainder was in the form of three-year vesting RSUs. Approximately 86%43% of the 20212023 total target direct compensation of our other NEOs was at-risk, consisting of annual cash bonuses and PRSUs, and a large percentage of their compensation was in the form of long-term equity incentive awards (84%). Additionally, and not included in the graphs below, we granted certain of our key employees, including our executive officers, a one-time special long-term incentive grant in 2020 that was subject to stockholder approval of an amendment to our equity plan to increase the share pool under the plan, which we obtained during our 2021 Annual Stockholders Meeting. For further discussion of our special long-term incentive program grant, see below under “Analysis of Fiscal 2021 Compensation—LTIP PRSUs.”

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