DEF 14A of Ranpak Holdings Corp.
Filed Apr 11, 2024 · FY20230001140361-24-019329
Election of Directors
Election of Directors The Company’s Board is divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term. Class I directors are Michael Gliedman and Alicia Tranen; Class II directors are Thomas F. Corley, Michael A. Jones and Robert C. King; and Class III directors are Omar Asali, Pam El, Salil Seshadri and Kurt Zumwalt. Class II directors standing for re-election at the Annual Meeting are Thomas F. Corley, Michael A. Jones and Robert C. King. Class III and Class I directors will stand for election at the 2025 and 2026 annual meetings of stockholders, respectively. Each of the nominees for election as Class II director is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class II director would serve for three years and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. If any nominee is unable or unwilling to be a candidate for election, the Board may appoint another nominee or reduce the size of the Board. Our board currently consists of ten (10) seats, with one vacancy. Proxies cannot be voted for a greater number of persons than the nominees named in this Proxy Statement. The following table sets forth information for the nominees who are currently standing for election:
Election of Directors
| Name | Age | Director Since | | Thomas F. Corley(1) | 61 | 2019 | | Michael A. Jones | 61 | 2019 | | Robert C. King(2) | 65 | 2019 |
Election of Directors
| (1) Member of Nominating, Sustainability & Governance Committee |
Election of Directors
| (2) Member of Audit Committee and Compensation Committee |
Election of Directors
Set forth below is biographical information for the nominees. The following includes certain information regarding the nominees’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as a director. See pages 12 through 0 for the biographical information for the other directors not standing for election.
Election of Directors
| 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. |
Election of Directors
| Michael A. Jones | Michael A. Jones, 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. He also served as our Vice Chairman and Managing Director, North America from September 2019 until he stepped down from these roles in November 2022. In December of 2022, Mr. Jones became President & CEO of Positec North America, while continuing to serve on our Board. Mr. Jones previously served as Chief Customer Officer of Lowe’s Companies, Inc. from May 2014 through October 2016. In this role, Mr. Jones was responsible for store environment, merchandising, customer experience, marketing, strategy and research for Lowe’s U.S. stores operations. Prior to this role, Mr. Jones served as the Chief Merchandising Officer of Lowe’s Companies Inc. since January 2013. In this capacity, Mr. Jones was responsible for both domestic and global sourcing for the merchandising offering for Lowe’s U.S. stores, and U.S. pricing operations. Mr. Jones served as Head of Business Unit Americas and Executive Vice President at Husqvarna AB from June 2011 to January 2013. In this role, Mr. Jones led sales, service and manufacturing operations for Husqvarna’s North and Latin American businesses. Prior to this role, Mr. Jones served as Head of Sales and Service for North and Latin America at Husqvarna AB since October 2009. Mr. Jones served as the General Manager of Cooking Products within the appliances division of General Electric (“GE”) from June 2007 to October 2009, and from 1994 to 2007, held various leadership positions with GE in Sales, Service, Product Management and international business. He began his career at GE in appliance builder sales and held roles with increasing responsibility during his time at GE, including Chief Commercial Officer in Europe, Middle East and Africa and for GE Consumer and Industrial. He is currently on the Board of Johnson C. Smith University, and Children’s National in Washington, DC. Mr. Jones received a B.S. in Business Administration from California Coast University in Santa Ana, California. | | | Mr. Jones’s qualifications to serve on our Board include: his strong business and financial acumen, including the ability to read operational financials and balance sheets; his sell-side and buy-side analyst experience including presentations to analyst and investors and business positioning; his substantial experience in strategy development and extensive leadership positions in various companies. |
Election of Directors
| 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. |
Election of Directors
| The Board Recommends a vote FOR the election of each of the above-named Class II nominees. |
Directors
Directors The following table sets forth the name, age as of April 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. Corley, Jones and King is set forth above in “Proposal No. 1 Election of Directors”).
Directors
| Name | Age | Director Since | Position | Independent | | Omar Asali | 53 | 2019 | Chairman and Chief Executive Officer | | | Thomas F. Corley(1) | 61 | 2019 | Director | | | Pam El(1) | 66 | 2020 | Director | | | Michael S. Gliedman | 60 | 2019 | Director and Chief Technology Officer | | | Michael A. Jones | 61 | 2019 | Director | | | Robert C. King(2)(3) | 65 | 2019 | Director | | | Salil Seshadri(1)(3) | 47 | 2019 | Director | | | Alicia Tranen(2)(3) | 51 | 2019 | Director | | | Kurt Zumwalt(1)(2) | 55 | 2020 | Director | |
Directors
| (1) Member of the Nominating, Sustainability & Governance Committee |
Directors
| (2) Member of the Audit Committee |
Directors
| (3) Member of the Compensation Committee |
Directors
| Omar Asali | Omar Asali, 53, has served as our Chief Executive Officer and Chairman of the Board since June 2019, and served as Chief Executive Officer and Chairman of the Board of the special purpose acquisition corporation launched by One Madison Group, One Madison Corporation (OMAD) from September 2017 until the consummation of the Business Combination. Mr. Asali 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. |
Directors
| 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 & Events). | | | Ms. El’s qualifications to serve on our Board include: her extensive corporate leadership experience and marketing experience. |
Directors
| 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. |
Directors
| 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. |
Directors
| 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. |
Directors
| 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. |
Compensation Elements and Pay Mix
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 SEC 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 based on the performance criteria, actual results, and our projections was $0. 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:
Use of Comparative Market Data
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:
Use of Comparative Market Data
| • | Companies in similar industries |
Use of Comparative Market Data
| • | Competitors for executive talent |
Use of Comparative Market Data
| • | 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) |
Use of Comparative Market Data
| • | Companies that fit certain desired financial size criteria, such as revenue, market cap, profitability, margin, etc. |
Use of Comparative Market Data
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.
Use of Comparative Market Data
| 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) | |
Use of Comparative Market Data
Generally, the Compensation Committee evaluates the compensation of our executive officers relative to the median of the competitive market. However, as discussed hereafter, various other factors are taken into consideration in determining our executive officers’ compensation and the Compensation Committee does not target compensation at any specific level relative to the competitive market. When reviewing our current executive compensation arrangements and approving each compensation element and the target total direct compensation opportunity for our executive officers, the Compensation Committee considers the following factors:
Use of Comparative Market Data
| • | Each individual executive officer’s skills, experience and qualifications relative to similarly-situated executives at other comparable companies in our industry; |
Use of Comparative Market Data
| • | Each individual executive officer’s skills, experience and qualifications relative to similarly-situated executives at other comparable companies in our industry; |
Use of Comparative Market Data
| • | Our performance against the financial and operational objectives established by the Compensation Committee and our Board; |
Use of Comparative Market Data
| • | The compensation practices of our competitors; and |
Use of Comparative Market Data
| • | The recommendations provided by our CEO with respect to the compensation of our other executive officers. |
Analysis of Fiscal 2023 Compensation
| • | Annual cash bonus; |
Analysis of Fiscal 2023 Compensation
| • | Annual equity incentive awards in the form of PRSUs; and |
Analysis of Fiscal 2023 Compensation
| • | Special, one-time retention awards in the form of RSUs. |
Analysis of Fiscal 2023 Compensation
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.
Analysis of Fiscal 2023 Compensation
| AEBITDA** (in millions) | Percentage Payout | | Less than $74.2 | 0% | | Threshold: $74.2 | 15% | | Target: $87.3 | 100% | | Maximum: $101.9 or greater | 200% |
Analysis of Fiscal 2023 Compensation
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 the AEBITDA metric. For 2023, our actual AEBITDA was $76.5 million, resulting in a percentage payout of 25% for each of our executive officers who participated in the program. On March 5, 2024, the Compensation Committee approved an additional 25% payout based on its holistic evaluation of the Company's performance as determined in its discretion so each of our NEOs who participated in the program received a total annual bonus of 50% of their target bonus amount, as set forth below:
Analysis of Fiscal 2023 Compensation
| Name | Target Bonus ($) | Actual 2023 Bonus ($) | | 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 |
Analysis of Fiscal 2023 Compensation
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:
Analysis of Fiscal 2023 Compensation
| ** AEBITDA has the same meaning as described above under “Annual Cash Bonuses”. |
Analysis of Fiscal 2023 Compensation
| (1) Based on grant date fair value. See “Grants of Plan Based Awards” table for further information. |
Other Compensation
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 of these retention RSUs for the NEOs are as follows:
Employment Arrangements and Severance
Employment Arrangements and Severance Employment Agreements The Company entered into offer letter agreements with Messrs. Asali, Siebert and Drew, effective as of June 3, 2019, March 21, 2023, and June 3, 2019, respectively. The offer letters provide for at-will employment and do not provide for any severance entitlements. In addition, Mr. Siebert is subject to non-solicitation and non-competition restrictions for a period of 24 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 $21,144 in 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. Termination and Change in Control Benefits 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. Grassotti in November 2015 (the “Severance Agreement”). The Severance Agreement provides that in the event that Mr. Grassotti is terminated without “cause” or resigns for “good reason” (as each such term is defined in the Severance Agreement), subject to his signing and not 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) any earned but unpaid annual bonus for the year prior to termination, (iii) any earned bonus for the year of termination, (iv) an amount to cover the remaining contractual commitments incurred by Mr. Grassotti for housing, car and medical expenses, in each case not to exceed Mr. Grassotti’s allowance for a particular expense and (v) an amount of up to SGD 7,000 for costs incurred for a move from Singapore to a location of Mr. Grassotti’s choice. The Severance Agreement also provides that Mr. Grassotti is subject to non-competition and non-solicitation restrictions for a period of 24 months following a termination of employment. Mr. Laurensse is not entitled to any severance payment upon a termination of employment; however, he is entitled to a three-month notice period (or a payment in lieu thereof) if his employment is terminated by the Company, in addition to any severance or benefit he may be entitled to under Dutch labor laws. 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.”
Anti-Hedging and Pledging Policy
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.
EXECUTIVE COMPENSATION TABLES
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | 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 | $851,427 | | Managing Director, North America | | | | | | | |
Outstanding Equity Awards at Fiscal
Outstanding Equity Awards at Fiscal
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | 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 | — | $— |
Option Exercises and Stock Vested
| (1) The amounts reflected in this column represent the market value of the underlying shares of common stock as of the vesting date. |
Option Exercises and Stock Vested
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:
Option Exercises and Stock Vested
| • | 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. |
Option Exercises and Stock Vested
| • | 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. |
Option Exercises and Stock Vested
| • | 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. |
Option Exercises and Stock Vested
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:
Option Exercises and Stock Vested
| • | 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. |
Option Exercises and Stock Vested
| • | 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. |
Option Exercises and Stock Vested
| • | 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. |
Option Exercises and Stock Vested
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 $5.82 per share).
Option Exercises and Stock Vested
| Name | Benefit Description | Termination Without Cause by Company Or For Good Reason By Executive NOT In Connection With A Change In Control ($) | Termination Without Cause by Company Or For Good Reason By Executive In Connection With A Change In Control ($) | Termination Due to Death or Disability ($) | | Omar Asali | Cash Severance | $— | $— | $— | | | Accelerated vesting of equity awards | $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) |
Option Exercises and Stock Vested
| (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. |
Option Exercises and Stock Vested
| (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. |
Option Exercises and Stock Vested
| (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 |
Option Exercises and Stock Vested
| (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. |
Option Exercises and Stock Vested
| (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
CEO Pay Ratio We are required by SEC rules and regulations to disclose the annual total compensation for our CEO and an estimate of the median annual total compensation for our worldwide employee population excluding our CEO, and the ratio of annual total compensation for our CEO to the annual total compensation for our median employee (the “Pay Ratio Disclosure”). For 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, 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 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.”
CEO Pay Ratio
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total For PEO(1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total For Non- PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Company Total Share Return(3) | Peer Group Total Share Return(3) | Net Income (Loss) (in millions)(4) | AEBITDA (in millions)(4) | | 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 |
CEO Pay Ratio
| (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. |
CEO Pay Ratio
| (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): |
CEO Pay Ratio
| | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | 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 |
CEO Pay Ratio
| (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. |
CEO Pay Ratio
| (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. |
CEO Pay Ratio
| (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. |
CEO Pay Ratio
| (6) For 2023, the PEO was our CEO, Omar Asali, and the other NEOs were Bill Drew, Antonio Grassotti, Eric Laurensse, and Mark Siebert. |
CEO Pay Ratio
| (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. |
CEO Pay Ratio
| (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. |
CEO Pay Ratio
| (9) For 2020, the PEO was our CEO, Omar Asali, and the other NEOs were Michael A. Jones, Eric Laurensse and Trent Meyerhoefer. |
CEO Pay Ratio
Relationship Between “Compensation Actually Paid” and Performance Measures Financial Performance Measures As described in more detail above under “Compensation Discussion and Analysis,” the Company uses AEBITDA as the sole performance metric for its executive compensation program and AEBITDA is the most reflective of our profitability, growth and stockholder value.
CEO Pay Ratio
| Performance Measure | Description | | 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. |
CEO Pay Ratio
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.
Director Compensation Table
Director Compensation Table The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for fiscal year 2023. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards, or pay any other compensation to any of the other non-employee members of our Board in fiscal year 2023. The employees who also served as directors (Messrs. Asali and Siebert) did not receive any additional compensation for their service as directors.
Director Compensation Table
| Name | Fees Earned Or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | 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 |
Director Compensation Table
| (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 2023 for their service as a director, including any annual retainer fees, committee and/or chair fees. |
Director Compensation Table
| (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. Seshadri, Zumwalt, and 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. |
Director Compensation Table
| (3) Messrs. Corley, King, Seshadri, and Zumwalt and Mses. El and Tranen each had 30,960 RSUs outstanding as of the end of fiscal year 2023. Mr. Jones had 34,999 RSUs and 30,960 PRSUs outstanding as of the end of fiscal year 2023. |
Director Compensation Table
| (4) Effective November 30, 2022, Mr. Jones stepped down from his role as Vice Chairman and Managing Director - North America, and continues to serve as a non-employee member of our Board. In connection with his change in role, Mr. Jones and the Company agreed to a separation and release of claims agreement, 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, based on the fair market value on the award release date, which is reflected in the “All Other Compensation” column above. |
Director Compensation Table
Director Compensation Our non-employee directors receive an annual retainer fee of $75,000 for their board service, which is paid quarterly in arrears and may be taken at the director’s election in the form of stock. Non-employee directors who serve as chairman of a committee of the Board receive an additional $20,000 for their service as chairman on the Audit Committee and an additional $10,000 for their service as chairman on any other committee. Our non-employee directors are also entitled to an annual equity grant in the amount of approximately $100,000, which is granted on the date of the annual stockholders meeting and vests on the earlier of (i) the first anniversary of the grant date and (ii) the following annual meeting of the stockholders. For 2023, all of our non-employee directors received the annual equity grant.