Stock-Based Compensation | Note 14 — Stock-Based Compensation We expense the fair value of grants of various stock-based compensation programs over the vesting period of the awards. Stock compensation expense is recorded in selling, general, and administrative expenses in the condensed consolidated statements of operations. Awards granted are recognized as compensation expense based on the grant date fair value, estimated in accordance with ASC 718, Compensation – Stock Compensation . The grant date fair value is the closing price of our stock on the grant date. Failure to satisfy the threshold service or performance conditions results in the forfeiture of shares. Forfeiture of share awards with service conditions or performance-based restrictions results in a reversal of previously recognized share-based compensation expense so long as the awards were probable of vesting. Stock compensation expense includes actual forfeitures incurred. The table below summarizes certain data for our stock-based compensation plans: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stock-based compensation expense $ ( 9.5 ) $ 5.3 $ ( 6.7 ) $ 14.1 Tax (expense) benefit for stock-based compensation ( 2.4 ) 0.5 ( 1.7 ) 0.8 Stock-based compensation expense, net of tax $ ( 7.1 ) $ 5.8 $ ( 5.0 ) $ 14.9 The Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time, the “2019 Plan”) rewards employees and other individuals to perform at their highest level and contribute significantly to the success of the Company. The 2019 Plan is an omnibus plan that may provide these incentives through grants of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSU” or “RSUs”), performance awards, other cash-based awards and other stock-based awards to employees, directors, or consultants of the Company. As of June 30, 2023, the pool of shares in the 2019 Plan is summarized as follows: 2019 Plan Quantity Maximum allowed for issuance 13,118,055 Awards granted ( 7,998,871 ) Awards forfeited 1,588,504 Available for future awards 6,707,688 Awards vested 2,690,199 Restricted Stock Units — RSUs represent a right to receive one share of our common stock that is both nontransferable and forfeitable unless and until certain conditions are satisfied. Typically, RSUs vest ratably over a two-year period. The fair value of RSUs is determined on the grant date and is amortized over the vesting period on a ratable basis. Performance-Based Restricted Stock Units — Performance-based restricted stock units (“PRSU” or “PRSUs”) represent a right to receive, to the extent vested and earned, one share of our common stock. Our PRSUs generally follow two forms. One form of PRSU vests over a three-year period with the number of the awards to be earned determined at the end of the initial one-year performance period, based upon attainment of specific business performance goals during such initial one-year performance period. If certain minimum performance levels are not attained in the initial one-year performance period, the awards will be automatically forfeited before vesting. The awards are variable in that PRSUs earned could range from 0 % to 150 % of the target number of PRSUs granted, contingent on the performance level attained. In 2021, certain executive officers and key employees received a special long-term incentive PRSU award (the “2021 LTIP PRSUs”). The 2021 LTIP PRSUs are generally eligible to be earned based on performance against pre-established performance metrics during our 2023, 2024 and 2025 fiscal years. One-third of the 2021 LTIP PRSUs are eligible to be earned and vest on each of January 1, 2024, January 1, 2025, and January 1, 2026 based on the achievement of performance goals during the one-year period immediately preceding the vesting date (each such one-year period, a “2021 LTIP PRSU Measurement Period”), subject to continued employment on each such vesting date. The number of PRSUs eligible to be earned in respect of each such 2021 LTIP PRSU Measurement Period will be equal to one-third of the target number of PRSUs multiplied by a percentage that corresponds to the level of achievement of our performance goals. The awards are variable in that the PRSUs earned could range from 0 % to 300 % of the target number of PRSUs granted contingent on the performance level attained. As appropriate, the Company evaluates both its long- and short-term operating plan, and, as part of that evaluation, the likelihood of attaining performance criteria related to management’s variable compensation arrangements. During the second quarter of 2023, management’s assessment of the Company’s attainment of certain performance metrics primarily related to the 2021 LTIP PRSUs resulted in a reduction in expense of approximately $ 13.0 million which was recorded in the second quarter of 2023 to stock-based compensation expense, which is included within Selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income. The fair value of our PRSUs is determined on the grant date. Compensation cost for these awards is recognized based on the probability of achievement of the performance-based conditions. Activity of our RSUs and PRSUs is as follows: RSUs PRSUs Quantity Weighted Average Grant Date Fair Value Quantity Weighted Average Grant Date Fair Value Restricted at December 31, 2022 351,945 $ 15.78 2,560,551 $ 23.52 Granted 30,329 5.85 1,363,732 6.11 Vested ( 113,536 ) 26.10 ( 435,219 ) 18.38 Forfeited ( 10,751 ) 27.66 ( 243,603 ) 20.53 Outstanding at June 30, 2023 257,987 $ 9.58 3,245,461 $ 17.12 Director Stock Units — Members of the Company’s Board of Directors (“Director(s)”) may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered by an active shelf registration statement. The retainers are paid quarterly, in arrears in the form of cash or stock at the Director’s election, and vest upon issuance. These shares are priced at the closing price of the last business day of the calendar quarter. Additionally, Directors are granted an annual award of RSUs of $ 0.1 million on the date of the annual shareholder meeting. The number of RSUs is determined by the closing price of Ranpak stock on that date. These RSUs vest at the earlier of the (i) anniversary of the grant date or (ii) the following annual shareholder meeting. The following table includes the number of shares granted and vested for Directors electing to receive retainer payments in shares: Director Stock Units Quantity Weighted Average Grant Date Fair Value Balance at December 31, 2022 51,240 $ 11.72 Granted 248,764 3.52 Vested ( 83,284 ) 9.31 Balance at June 30, 2023 216,720 $ 3.23 |