DEF 14A of Ranpak Holdings Corp.
Filed Apr 10, 2025 · FY20240001140361-25-013260
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 Victoria Dolan, 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. The Board and Company wish to thank Mr. Zumwalt, who has not been renominated this year, for his service on the Company's Board. Mr. Zumwalt has demonstrated significant leadership and commitment during his tenure on the Board, and we have benefited from his insights and perspectives. Class III directors standing for re-election at the Annual Meeting are Omar Asali, Pam El and Salil Seshadri. Class I and Class II directors will stand for election at the 2026 and 2027 annual meetings of stockholders, respectively. Each of the nominees for election as Class III director is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class III 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. 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 | | Omar Asali | 54 | 2019 | | Pam El(1) | 67 | 2020 | | Salil Seshadri(1)(2) | 48 | 2019 |
Election of Directors
| (1) Member of Nominating, Sustainability & Governance Committee |
Election of Directors
| (2) Member of 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 11 through 14 for the biographical information for the other directors not standing for election.
Election of Directors
| Omar Asali | Omar Asali, 54, has served as our Chief Executive Officer and Chairman of the Board since June 2019, and is a founding partner of One Madison Group. Mr. Asali has over two decades of experience with innovative, high-growth public and private companies as an operator, director, and investor through multiple market cycles. He is known as an advocate of corporate sustainability and a thought leader in the area of automation. One Madison Group is a registered investment advisor that invests across public and private markets with a focus on high quality, durable, operating businesses, founded by Mr. Asali, Jonathan Soros, and Salil Seshadri. The firm makes long-term public and private investments in themes including industrial technology, artificial intelligence, robotics, consumer brands, and other high growth sectors. Mr. Asali served previously as President and Chief Executive Officer of HRG. Mr. Asali was also the Vice Chairman of Spectrum Brands and a member of the board of directors of Fidelity and Guarantee Life, 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, a multi-billion dollar alternative asset manager. Prior to that, Mr. Asali was the co-head 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 Carbone Fine Food, Pickle Robot Company, and Plenty Unlimited. Mr. Asali has also served on the Virginia Tech Foundation Board and is currently active with the Mt. Sinai Cardiovascular Clinical Institute Philanthropic Advisory Council. | | | 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. |
Election of Directors
| Pam El | Pam El, 67, has served as a director since November 2020. She founded Pam El Consulting in 2019, and currently serves as its CEO. 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, and serves as a director on the Exchange Subsidiaries Board of Farmers Insurance. 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. |
Election of Directors
| Salil Seshadri | Salil Seshadri, 48, has been a member of our Board since June 2019. Mr. Seshadri is the Chief Investment Officer and a founding partner of One Madison Group, LLC, a registered investment advisor that invests across public and private markets with a focus on high quality, durable, operating businesses. 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. 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 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. |
Election of Directors
| The Board unanimously recommends a vote FOR the election of each of the above-named Class III nominees. |
Directors
Directors The following table sets forth the name, age as of April 10, 2025, 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 Mr. Asali, Ms. El and Mr. Seshadri is set forth above in “Proposal No. 1 Election of Directors”).
Directors
| NAME | AGE | DIRECTOR SINCE | POSITION | INDEPENDENT | | Omar Asali | 54 | 2019 | Chairman and Chief Executive Officer | | | Thomas F. Corley(1) | 62 | 2019 | Director | | | Victoria Dolan(2) | 65 | 2024 | Director | | | Pam El(1) | 67 | 2020 | Director | | | Michael S. Gliedman | 61 | 2019 | Director and Chief Technology Officer | | | Michael A. Jones | 62 | 2019 | Director | | | Robert C. King(2)(3) | 66 | 2019 | Director | | | Salil Seshadri(1)(3) | 48 | 2019 | Director | | | Alicia Tranen(2)(3) | 52 | 2019 | 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
| Thomas F. Corley | Thomas F. Corley, 62, 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. Corley is currently the Chief Executive Officer and President of Community Coffee, Inc. He previously 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 also 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 worked as an advisor to Cacique Foods, Plenty Indoor Agriculture, Revlon, Inc., Verde Farms, Trax USA, Bowery Farms, Vybes Beverages, Genpact 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. |
Directors
| Victoria L. Dolan | Victoria L. Dolan, 65, has been a member of our Board since October 2024. Ms. Dolan previously served as Chief Financial Officer of Revlon, Inc. from March 2018 to September 2022. From 2016 to 2018, Ms. Dolan served as Chief Transformation Officer of Colgate-Palmolive Company, for which she also served as Corporate Controller and Principal Accounting Officer from 2011 to 2017, and as Vice President, Finance and Strategic Planning, European and South Pacific Division from 2008 to 2011. Prior to joining Colgate, Ms. Dolan held multiple management positions with Marriott International, Inc., most recently as Executive Vice President and Chief Financial Officer of Marriott Vacation Club International, and The Coca-Cola Company. Ms. Dolan also serves on the board of directors of Instacart (CART) and Ideal Industries, Inc., and she previously served on the board of Stericycle from 2023-2024. Ms. Dolan holds a B.A. in Economics from the University of California, Los Angeles and an M.B.A. from the Anderson School of Management at the University of California, Los Angeles. | | | Ms. Dolan's qualifications to serve on our Board include her experience as a chief financial officer of a large multinational company, experience with consumer product companies, and detailed knowledge regarding complex financial reporting matters. |
Directors
| Michael S. Gliedman | Michael S. Gliedman, 61, has served as our Chief Technology Officer since March 2020. In this capacity, Mr. Gliedman oversees all aspects of technology for the Company. 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
| Michael A. Jones | Michael A. Jones, 62, 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. |
Directors
| Robert C. King | Robert C. King, 66, 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 ProDriven Global Brands, 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. |
Directors
| Alicia Tranen | Alicia Tranen, 52, 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 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. |
Compensation Elements and Pay Mix
Compensation Elements and Pay Mix Consistent with our compensation philosophy, a significant portion of our NEOs’ target total direct compensation in fiscal 2024 was variable and at-risk, reflecting our belief that a significant amount of executive compensation should be tied to performance for executives who bear higher levels of responsibility with respect to overall Company performance. For our CEO, 50% of his 2024 target total direct compensation was “at risk,” consisting of annual cash bonus and PRSUs. Approximately 36% of the 2024 total target direct compensation of our other NEOs was at-risk, consisting of annual cash bonuses and PRSUs.
Compensation Elements and Pay Mix
| | ELEMENT | PURPOSE | KEY CHARACTERISTICS | | Fixed | Base Salary | This pay element is intended to provide a fixed component of compensation that is commensurate with each executive’s experience, role and responsibilities. | Provides a steady source of income to our executive officers in line with the Company’s historic practices (including before we were public) and market practice. | | | Equity Incentive Awards (RSUs) | This element is intended to provide executives with a direct equity interest that reinforces their ongoing commitment to the Company's success. | RSUs are subject to time-based vesting over a two-year or three-year period. | | Variable | Annual Cash Bonus | This element is designed to motivate senior executives and reward the achievement of specific performance goals that support our business strategy. | Payouts are determined based on achievement of Constant Currency AEBITDA** targets for 2024, as established by our Board. | | | Equity Incentive Awards (PRSUs) | This element is intended to align the interests of executives with long-term stockholder value and serve to attract and retain executive talent. | PRSUs may be earned at 0-150% of target based on achievement of Constant Currency AEBITDA** targets for 2024, as established by our Board. PRSUs vest over a three-year period. |
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 2024 annual incentive program consisted of regular annual cash bonuses, RSUs 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, 2024, 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:
Role of the Compensation Committee, Management and the Board
Role of the Compensation Committee, Management and the Board Role of the Compensation Committee The Compensation Committee discharges many of the responsibilities of our Board relating to the compensation of our executive officers, including our NEOs, and the non-employee members of our Board. The Compensation Committee has overall responsibility for overseeing our compensation and benefits philosophy and policies generally, overseeing and evaluating the compensation plans, policies and practices applicable to our CEO and our other executive officers, and ensuring that the target total direct compensation opportunities of our executive officers, including our NEOs, are consistent with our compensation philosophy and objectives. The members of the Compensation Committee are appointed by our Board, and each member is an independent director within the meaning of the independent director guidelines of the NYSE. Currently, the members of the Compensation Committee are Messrs. Seshadri and King and Ms. Tranen, with Mr. Seshadri serving as the chair of the committee. The Compensation Committee reviews our executive compensation program annually on a calendar year basis, generally in February. The Compensation Committee draws on a number of resources to assist in the evaluation of the various components of our executive compensation program including, but not limited to, input from our CEO and information provided in the public filings of industry peers and similarly situated companies in other industries. In addition, as described below under “Role of the Compensation Consultant,” the Compensation Committee has engaged an independent compensation consultant who provides advice on the Company’s executive compensation program, including benchmarking data and analysis, on a regular basis. The Compensation Committee relies upon the judgment of its members in making compensation decisions. In addition, the Compensation Committee incorporates judgment in the assessment process to respond to and adjust for the evolving business environment. The members of the Compensation Committee have extensive experience in executive management, as well as compensation practices and policies. In addition to reviewing and approving executive compensation, our Compensation Committee administers the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan, as amended (the “2019 Omnibus Plan”). Role of Management Our CEO typically makes recommendations to our Compensation Committee (other than with respect to his own compensation), attends certain Compensation Committee meetings, and is involved in the process for determining our NEOs’ compensation; provided that the CEO does not make any recommendation as to his own compensation nor does he participate in deliberations about or determinations of his own compensation. Our Compensation Committee considers management recommendations but is not required to follow any recommendations and may adjust compensation up or down as it determines in its discretion. Our Compensation Committee reviews the recommendations of management, and other data, including advice of the compensation consultant, in determining each NEO’s total compensation, as well as each individual pay component. Role of the Compensation Consultant The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities and has engaged Frederic W. Cook & Co. (“FW Cook”) as its independent compensation consultant. FW Cook regularly advises the Compensation Committee on its executive compensation programs and overall compensation design, as well as peer company compensation practices. During 2024, the Compensation Committee assessed the independence of FW Cook under the applicable SEC and NYSE rules and concluded that its services presented no conflicts of interest.
Use of Comparative Market Data
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 2024 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 the list of the 16 peer group companies utilized to inform compensation decisions for our NEOs for fiscal 2024. Based on data compiled by FW Cook at the time of the peer group review, our revenues and market capitalization were at the 27th and 46th percentiles, respectively, in relation to the 2024 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) | | Glatfelter Corporation (GLT) | Graham Corporation (GHM) | Hurco Companies (HURC) | Kadant (KAI) | | Myers Industries (MYE) | Powell Industries (POWL) | TriMas (TRS) | UFP Technologies (UFPT) |
Use of Comparative Market Data
In July 2024, as part of the decision-making process with respect to 2025 executive compensation and in consultation with FW Cook, the Compensation Committee reviewed and approved the following modifications based on a review of companies in the peer network and their financial size measures:
Use of Comparative Market Data
| • | Chase Corporation, Columbus McKinnon, ESCO Technologies, Glatfelter and Kadant were removed; and |
Use of Comparative Market Data
| • | Aspen Aerogels, Flotek Industries, NN, Inc., Proto Labs and Thermon Group were added. |
Use of Comparative Market Data
The table below reflects the list of the 16 peer group companies that will be utilized to inform compensation decisions for our NEOs for fiscal 2025. Based on data compiled by FW Cook at the time of the peer group review, our revenues and market capitalization were at the 30th and 48th percentiles, respectively, in relation to the 2025 peer group.
Use of Comparative Market Data
| Allied Motion Tech (AMOT) | Aspen Aerogels (ASPN) | CECO Environmental (CECO) | DMC Global (BOOM) | | The Eastern Company (EML) | Enerpac Tool Group (EPAC) | Flotek Industries (FTK) | Graham Corporation (GHM) | | Hurco Companies (HURC) | Myers Industries (MYE) | NN, Inc. (NNBR) | Powell Industries (POWL) | | Proto Labs (PRLB) | Thermon Group (THR) | 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
| • | 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 2024 Compensation
| • | Annual cash bonus; |
Analysis of Fiscal 2024 Compensation
| • | Annual equity incentive awards in the form of 50% PRSUs and 50% RSUs; and |
Analysis of Fiscal 2024 Compensation
| • | One-time discretionary award in the form of RSUs, to supplement the PRSUs attainment level achieved in 2023. |
Analysis of Fiscal 2024 Compensation
Annual Cash Bonuses We maintained an annual cash bonus program for our executive officers in 2024, in which our NEOs 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 Constant Currency AEBITDA** targets established by our Board, as described below, with linear interpolation applied between performance levels. If our Constant Currency AEBITDA** is below the threshold level, no bonuses will be paid.
Analysis of Fiscal 2024 Compensation
| Constant Currency 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 2024 Compensation
We use Constant Currency 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. We have received feedback from some stockholders that as Ranpak continues to mature, our compensation framework might benefit from incorporating additional performance metrics. While no changes were made to the annual cash bonus program this year, the Compensation Committee is actively monitoring market trends and performance indicators to ensure that our compensation program remains competitive and is aligned with stockholder interests. 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 Constant Currency AEBITDA** metric. For 2024, our actual Constant Currency AEBITDA** was $87.4 million, resulting in a percentage payout of 100% for each of our executive officers who participated in the program:
Analysis of Fiscal 2024 Compensation
| NAME | TARGET BONUS ($) | ACTUAL 2024 BONUS ($) | | Omar Asali | $600,000 | $600,000 | | Bill Drew | $144,117 | $144,117 | | Antonio Grassotti(1) | $171,766 | $171,766 | | Eric Laurensse(2) | $144,200 | $144,200 | | Mark Siebert | $163,200 | $163,200 |
Analysis of Fiscal 2024 Compensation
Annual Equity Incentive Awards In 2024, we granted 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. For 2025, we will grant RSUs with a three-year vesting schedule, reflecting a shift from the previous two-year vesting period, to further align executive incentives with the Company's long-term strategic objectives and enhance retention of key talent. 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 both PRSUs and RSUs is essential in reinforcing our pay-for-performance culture and ensuring that employees’ interests and contributions remain closely tied to the long-term interests of the Company’s stockholders, including the achievement of our Constant Currency AEBITDA goals. 2024 PRSUs At this stage in our maturity, we decided to use the Constant Currency 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. We have received feedback from some stockholders that as Ranpak continues to mature, our compensation framework might benefit from incorporating additional performance metrics and from introducing multi-year performance metrics alongside our existing multi-year vesting of equity awards. After careful analysis, the Compensation Committee determined that the current framework already provides effective alignment with long-term stockholder interests as our compensation structure remains focused on Constant Currency AEBITDA as the key driver of performance. We value the input from our stockholders and are committed to ongoing dialogue. Although no changes were made to the PRSU design this year, we will continue to monitor market trends and performance indicators to ensure that our compensation program remains competitive and is aligned with stockholder interests. The Compensation Committee is dedicated to re-evaluating our compensation strategy periodically and considering adjustments that may further enhance the alignment of management interests with those of our stockholders in the future. The 2024 PRSUs were eligible to be earned between 0% and 150% of the target level based on the Company’s achievement of Constant Currency AEBITDA during 2024 as follows, with linear interpolation applied between performance levels:
Analysis of Fiscal 2024 Compensation
| (1) Based on grant date fair value. See “Grants of Plan-Based Awards” table for further information. |
Analysis of Fiscal 2024 Compensation
2024 RSUs In March 2024, the Compensation Committee of the Board approved the grant of RSUs to each of our NEOs that vest in two equal installments on each of March 10, 2025 and March 10, 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:
Analysis of Fiscal 2024 Compensation
One-time RSU Grant In March 2024, the Compensation Committee of the Board approved a one-time discretionary grant of RSUs to all employees holding 2023 PRSUs, including our NEOs. This award was intended to supplement the 25% attainment achieved for the 2023 PRSUs to address retention and engagement of key talent. This one-time award was carefully structured to balance immediate retention needs with our long-term performance goals by ensuring that our compensation remains aligned with industry benchmarks. Importantly, this award is a one-time, special measure tailored to address specific retention challenges and is not intended to establish a recurring practice in our compensation program. Rather, it reflects our strategic decision to address exceptional circumstances and is separate from the regular compensation framework. This approach ensures that while we respond effectively to current talent retention needs, our ongoing compensation strategy remains focused on sustainable, long-term performance. These RSUs vest in three equal installments on each of March 14, 2024, March 10, 2025 and March 10, 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 $21,552 in 2024. 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 four-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.”
Equity Grant Practices
Equity Grant Practices We do not currently grant stock options as part of our equity compensation program. If stock options were to be granted in the future, the Company would not grant such options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock. During fiscal year 2024, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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(4) | 2024 | $390,000 | $— | $1,152,619 | $600,000 | $4,754 | $2,147,373 | | Chief Executive Officer and Chairman | 2023 | $— | $— | $2,611,990 | $— | $— | $2,611,990 | | | 2022 | $— | $— | $1,267,759 | $— | $— | $1,267,759 | | Bill Drew | 2024 | $340,005 | $— | $384,200 | $144,117 | $14,734 | $883,056 | | Chief Financial Officer | 2023 | $294,208 | $29,640 | $811,057 | $29,640 | $8,826 | $1,173,371 | | | 2022 | $285,000 | $— | $422,579 | $— | $9,150 | $716,729 | | Antonio Grassotti(5) | 2024 | $429,415 | $— | $254,799 | $171,766 | $98,543 | $954,523 | | Managing Director, APAC | 2023 | $410,839 | $41,084 | $499,604 | $41,084 | $97,034 | $1,089,645 | | | 2022 | $394,346 | $— | $280,250 | $— | $96,938 | $771,534 | | Eric Laurensse(6)(7) | 2024 | $310,265 | $— | $439,095 | $144,200 | $46,401 | $939,961 | | Managing Director, Europe | 2023 | $283,045 | $32,790 | $748,135 | $32,790 | $44,087 | $1,140,847 | | | 2022 | $274,302 | $— | $482,964 | $— | $36,353 | $793,619 | | Mark Siebert | 2024 | $399,877 | $— | $288,344 | $163,200 | $17,910 | $869,331 | | Managing Director, North America | 2023 | $300,000 | $29,808 | $473,097 | $29,808 | $18,714 | $851,427 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows information regarding outstanding equity awards held by our NEOs as of the end of fiscal 2024. All outstanding equity awards were granted pursuant to the Company's 2019 Omnibus Plan. The market value of the unvested RSUs is determined by multiplying the number of unvested units by $6.88, the closing price per share of our common stock on December 31, 2024, the last trading day of fiscal 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Number of Awards: Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Omar Asali | 03/14/2024(1) | 31,258 | $215,055 | — | $— | | | 03/05/2024(2) | 92,026 | $633,139 | — | $— | | | 03/05/2024(3) | — | $— | 92,027 | $633,146 | | | 08/07/2023(4) | 240,000 | $1,651,200 | — | $— | | | 02/28/2023(5) | 31,260 | $215,069 | — | $— | | | 05/26/2021(6) | — | $— | 640,000 | $4,403,200 | | Bill Drew | 03/14/2024(1) | 10,419 | $71,683 | — | $— | | | 03/05/2024(2) | 30,675 | $211,044 | — | $— | | | 03/05/2024(3) | — | $— | 30,675 | $211,044 | | | 08/07/2023(4) | 70,000 | $481,600 | — | $— | | | 02/28/2023(5) | 10,420 | $71,690 | — | $— | | | 05/26/2021(6) | — | $— | 86,666 | $596,262 | | Antonio Grassotti | 03/14/2024(1) | 6,910 | $47,541 | — | $— | | | 03/05/2024(2) | 20,343 | $139,960 | — | $— | | | 03/05/2024(3) | — | $— | 20,344 | $139,967 | | | 08/07/2023(4) | 40,000 | $275,200 | — | $— | | | 02/28/2023(5) | 6,910 | $47,541 | — | $— | | | 05/26/2021(6) | — | $— | 64,000 | $440,320 | | Eric Laurensse | 03/14/2024(1) | 11,908 | $81,927 | — | $— | | | 03/05/2024(2) | 35,058 | $241,199 | — | $— | | | 03/05/2024(3) | — | $— | 35,058 | $241,199 | | | 08/07/2023(4) | 50,000 | $344,000 | — | $— | | | 02/28/2023(5) | 11,909 | $81,934 | — | $— | | | 05/26/2021(6) | — | $— | 93,333 | $642,131 | | Mark Siebert | 03/14/2024(1) | 9,828 | $67,617 | — | $— | | | 03/05/2024(2) | 20,500 | $141,040 | — | $— | | | 03/05/2024(3) | — | $— | 20,500 | $141,040 | | | 08/07/2023(4) | 40,000 | $275,200 | — | $— | | | 05/02/2023(7) | 9,828 | $67,617 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents the last two tranches of an award of RSUs granted on March 14, 2024 to supplement the 2023 PRSU attainment. One third of the grant vested on each of March 14, 2024 and March 10, 2025, and the remaining will vest on March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Represents RSUs that vest in two equal installments on March 10, 2025 and March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents the target number of PRSUs. The NEOs may earn between 0% and 150% of the target PRSUs based on the Company's achievement of the performance goals for the period between January 1, 2024 and December 31, 2024. The PRSUs vest in three equal installments on March 10, 2025, March 10, 2026 and March 10, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (4) In August 2023, the Compensation Committee of the Board authorized a grant of RSUs broadly to employees intended as a retention grant. These RSUs vest in two equal installments on each of January 1, 2025 and January 1, 2026, subject to the NEO’s continuous service through such dates. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents the last two tranches of an award of PRSUs granted on February 28, 2023. One-third of the grant vested on March 10, 2024, and the remaining will vest in equal installments on March 10, 2025 and March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents the target number of PRSUs pursuant to an award of LTIP PRSUs approved by the Compensation Committee of the Board in March 2020, subject to stockholder approval of our equity plan pool increase which was approved in May 2021. The NEOs may earn between 0% and 300% of the target number of PRSUs based on the Company’s achievement of the performance goals during the period consisting of three “Annual Measurement Periods,” which are the three consecutive fiscal years 2023, 2024 and 2025. Following the end of each Annual Measurement Period, the number of PRSUs earned and eligible to vest for such Annual Measurement Period will be equal to the percentage achievement of the performance goal multiplied by 1/3 of the target number of PRSUs. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Due to Mr. Siebert's hire date of April 3, 2024, this award was granted on the next subsequent Compensation Committee date of May 2, 2023. Represents the last two tranches of an award of PRSUs; one-third of the grant vested on March 10, 2024, and the remaining will vest in equal installments on March 10, 2025 and March 10, 2026. |
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 | 66,258 | $388,999 | | Bill Drew | 22,084 | $129,655 | | Antonio Grassotti | 14,075 | $83,389 | | Eric Laurensse | 25,241 | $148,189 | | Mark Siebert | 9,828 | $72,236 |
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 B.V. contract law, Mr. Laurensse is entitled to four 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 for costs incurred for a move from Singapore to a location of his choice. Upon Mr. Grassotti's termination for disability or death, Mr. Grassotti will receive (i) continued payment of his base salary through the end of the month in which his employment terminates, (ii) any earned but unpaid bonus for a prior year, (iii) any earned but unpaid bonus for the year of termination, (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 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, (i) 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 forfeit any unvested RSU awards; and (ii) upon a termination in connection with a change in control or upon the participant's death or disability, the participant would receive full vesting of unvested RSU awards. |
Option Exercises and Stock Vested
| • | Under our PRSU agreements, (i) 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), for awards for which performance has been certified, the participant would receive pro-rata vesting based on the number of completed months from the last occurring vesting date, and for awards for which performance has not been certified, since the awards are unearned the participant would forfeit any unvested PRSU awards; (ii) upon their death or disability, for awards for which performance has been certified, the participant would receive full vesting of their unvested awards; and (iii) upon a termination in connection with a change in control, the participant would receive full vesting based on target (if performance has not been certified) or actual performance (if performance has been certified). |
Option Exercises and Stock Vested
| • | Under the LTIP PRSU award agreements, (i) 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; (ii) if a participant’s employment is terminated without cause or for good reason, 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 (iii) 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, 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 31, 2024 (i.e., the last business day in 2024 on which our common stock was traded on the NYSE, with a closing price of $6.88 per share).
Option Exercises and Stock Vested
| Name | Benefit Description | Termination Without Cause by Company Or For Good Reason By Executive NOT In Connection With A Change In Control ($)(1) | Termination Without Cause by Company Or For Good Reason By Executive In Connection With A Change In Control ($)(2) | Termination Due to Death or Disability ($)(3) | | Omar Asali | Cash Severance | $— | $— | $— | | | Accelerated vesting of equity awards | $80,651 | $3,347,608 | $3,347,608 | | Bill Drew | Cash Severance | $— | $— | $— | | | Accelerated vesting of equity awards | $26,884 | $1,047,060 | $1,047,060 | | Antonio Grassotti | Cash Severance | $706,272 | $— | $275,792(4) | | | Accelerated vesting of equity awards | $17,828 | $650,208 | $650,208 | | Eric Laurensse | Cash Severance | $99,852 | $99,852 | $46,228(5) | | | Accelerated vesting of equity awards | $30,725 | $990,259 | $990,259 | | Mark Siebert | Cash Severance | $— | $— | $— | | | Accelerated vesting of equity awards | $25,356 | $692,513 | $692,513 |
Option Exercises and Stock Vested
| (1) For calculating the value of accelerated vesting of equity awards, represents the value of eligible 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) The value of the unvested LTIP awards is not included, as the portion of the LTIP PRSUs that are eligible to be earned is 0% based on actual performance for the relevant performance year as of the date of this proxy statement. |
Option Exercises and Stock Vested
| (3) For calculating the value of accelerated vesting of equity awards, represents the value of (i) unvested RSUs that would accelerate and vest in full and (ii) unvested PRSUs that would accelerate and vest in full based on target (if performance has not been certified) or actual performance (if performance has been certified). For calculating the value of accelerated vesting of equity awards, represents the value of (i) unvested RSUs that would accelerate and vest in full and (ii) for unvested PRSUs for which performance has not been certified, the value of such PRSUs that would remain outstanding and eligible to be earned, upon a termination due to death or disability. The value of the unvested LTIP awards is not included, as the portion of the LTIP PRSUs that are eligible to be earned is 0% based on actual performance for the relevant performance year as of the date of this proxy statement. |
Option Exercises and Stock Vested
| (4) For Mr. Grassotti, in the case of termination without cause by the Company or for good reason by executive not in connection with a change in control, the value represents (i) continued payment of his base salary for 12 months in the amount of $430,480 (based on the exchange ratio as of December 31, 2024), (ii) payment of his annual bonus for 2024 (based on actual performance) in the amount of $171,766, (iii) an amount equal to any housing, car and medical expenses for a 12-month period, which is estimated to be approximately $98,787 (based on the exchange ratio as of December 31, 2024), and (iv) an amount of up to SGD 7,000 (equating to $5,239 based on the exchange ratio as of December 31, 2024) for costs incurred for a move from Singapore to a location of his choice. For a termination due to death or disability, the amount of cash salary excludes the continued payment of his base salary. |
Option Exercises and Stock Vested
| (5) For Mr. Laurensse, the value represents a payment of four-month's base salary in lieu of the four-month notice requirement under B.V. law in the event of a termination due to disability, based on the exchange ratio as of December 31, 2024. For a termination due to death, the amount of cash severance will be $46,228, which represents a maximum of two-months' base salary consistent with requirements under B.V. law. |
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 2024, the estimated annual total compensation of our median employee was $71,338. Our CEO’s annual total compensation for 2024 for purposes of the Pay Ratio Disclosure was $2,147,373, as set forth in the Summary Compensation Table above. Based on this information, for 2024, the ratio of the compensation of the CEO to the median employee’s annual total compensation was estimated to be 30 to 1. 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, 2024 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 direct compensation received for 2024 for those employees on an annualized basis, consisting of base salary amounts paid in 2024, annual cash bonus awards actually paid or payable in 2025 in respect of 2024, and the fair market value on the grant date of equity awards granted in 2024. We consistently applied this method to all of our employees across the employee population. Using this methodology, we determined that there were two full-time median employees; one located in the United States and one located in the Czech Republic. 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 2024, 2023 and 2022. The table also provides information on our cumulative total stockholder return (“TSR”), the cumulative TSR of our peer group, our net income (loss) and Constant Currency 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) | CONSTANT CURRENCY AEBITDA (in millions)(4) | | 2024(6) | $2,147,373 | $515,286 | $911,718 | $505,279 | $84.42 | $121.69 | $(21.5) | $87.4 | | 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 37. 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
| | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | PEO | Other NEOs | | Summary Compensation Table Total | $2,147,373 | $911,718 | $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 | $(1,152,619) | $(341,610) | $(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 | $1,481,340 | $144,605 | $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 | $965,935 | $46,550 | $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 | $114,881 | $35,892 | $— | $— | $— | $— | $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 | $(145,336) | $(5,854) | $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 | $(2,896,288) | $(286,022) | $(1,846,400) | $(234,649) | $— | $— | $— | $— | $— | $— | | Plus: Fair Value of Incremental Dividends on Earnings Paid on Stock Awards | $— | $— | $— | $— | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid | $515,286 | $505,279 | $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 2024, 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, 2024. |
CEO Pay Ratio
| (4) Reflects “Net Income (Loss)” 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, Constant Currency AEBITDA is a non-GAAP financial measure previously reported by the Company that, for the purposes of our compensation programs, we continue to calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items, on an adjusted basis, translated at an exchange rate of 1 Euro to 1.15 USD. We are changing our presentation of supplemental non-GAAP constant currency metrics, beginning with our 2024 results, to no longer utilize an exchange rate of 1 Euro to 1.15 USD when calculating and discussing these metrics, and instead, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. For further information on AEBITDA, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Non-GAAP Measures” and “— Reconciliation of U.S. GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
CEO Pay Ratio
| (6) For 2024 and 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 Constant Currency AEBITDA as the sole performance metric for its executive compensation program as it believes this metric is the most reflective of our profitability, growth and stockholder value.
CEO Pay Ratio
| Performance Measure | Description | | Constant Currency AEBITDA ($) | Constant Currency AEBITDA is a non-GAAP financial measure previously reported by the Company that, for the purposes of our compensation programs, we continue to calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items, on an adjusted basis, translated at an exchange rate of 1 Euro to 1.15 USD. We are changing our presentation of supplemental non-GAAP constant currency metrics, beginning with our 2024 results, to no longer utilize an exchange rate of 1 Euro to 1.15 USD when calculating and discussing these metrics, and instead, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. For further information on AEBITDA, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Non-GAAP Measures” and “— Reconciliation of U.S. GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
CEO Pay Ratio
The Company does not use any other financial performance measures, other than Constant Currency AEBITDA, to link executive compensation actually paid to Company performance, and as permitted by the SEC rules, 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 2024. 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 2024. The employees who also served as directors (Messrs. Asali and Gliedman) 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 | $100,000 | $— | $185,000 | | Victoria L. Dolan(4) | $— | $— | $— | $— | | Pam El | $— | $174,989 | $— | $174,989 | | Michael A. Jones | $— | $174,989 | $— | $174,989 | | Robert C. King | $95,000 | $100,000 | $— | $195,000 | | Salil Seshadri | $10,000 | $174,989 | $— | $184,989 | | Alicia Tranen | $— | $174,989 | $— | $174,989 | | Kurt Zumwalt | $37,500 | $137,498 | $— | $174,998 |
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 2024 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. El and Tranen, 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, Jones, King, Seshadri, and Zumwalt and Mses. El and Tranen each had 15,625 RSUs outstanding as of the end of fiscal year 2024. |
Director Compensation Table
| (4) Ms. Dolan became a member of our Board in October 2024 and did not receive any compensation for fiscal year 2024. |
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. Starting in 2025, the chairman of the Compensation Committee will receive an additional $15,000 for their service. 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 2024, all of our non-employee directors except Ms. Dolan received the annual equity grant.