DEF 14A of Ranpak Holdings Corp.
Filed Apr 9, 2026 · FY20250001140361-26-014014
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, and Salil Seshadri. Class I directors standing for re-election at the Annual Meeting are Victoria Dolan, Michael Gliedman and Alicia Tranen. Class II and Class III directors will stand for election at the 2027 and 2028 annual meetings of stockholders, respectively. Each of the nominees for election as Class I director is currently a director. If elected at the Annual Meeting, each of the nominees for election as Class I 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 nine (9) 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 | | Victoria L. Dolan(1) | 66 | 2024 | | Michael S. Gliedman | 62 | 2019 | | Alicia Tranen(1)(2) | 53 | 2019 |
Election of Directors
| (1) Member of the Audit 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 10 through 14 for the biographical information for the other directors not standing for election.
Election of Directors
| Victoria L. Dolan | Victoria L. Dolan, 66, 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 has also served on the board of directors of Instacart (CART) since 2024 and she previously served on the board of Stericycle from 2023 to 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. |
Election of Directors
| Michael S. Gliedman | Michael S. Gliedman, 62, 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. |
Election of Directors
| Alicia Tranen | Alicia Tranen, 53, 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. |
Election of Directors
| The Board unanimously recommends a vote FOR the election of each of the above-named Class I nominees. |
Directors
Directors The following table sets forth the name, age as of April 9, 2026, 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 Ms. Dolan, Mr. Gliedman and Ms. Tranen is set forth above in “Proposal No. 1 Election of Directors”).
Directors
| NAME | AGE | DIRECTOR SINCE | POSITION | INDEPENDENT | | Omar Asali | 55 | 2019 | Chairman and Chief Executive Officer | | | Thomas F. Corley(1) | 63 | 2019 | Director | | | Victoria Dolan(1)(2) | 66 | 2024 | Director | | | Pam El(1) | 68 | 2020 | Director | | | Michael S. Gliedman | 62 | 2019 | Director and Chief Technology Officer | | | Michael A. Jones | 63 | 2019 | Director | | | Robert C. King(2)(3) | 67 | 2019 | Director | | | Salil Seshadri(1)(3) | 49 | 2019 | Director | | | Alicia Tranen(2)(3) | 53 | 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
| Omar Asali | Omar Asali, 55, has served as our Chief Executive Officer and Chairman of the Board since June 2019, and is a founding partner of One Madison Group, where he has served since 2017. 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. |
Directors
| Thomas F. Corley | Thomas F. Corley, 63, 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
| Pam El | Pam El, 68, 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. Ms. El served as a director on the Board of IDIQ, an industry leader in credit report and identity theft monitoring and data breach preparation from 2023 to 2025. She currently serves as a director on the 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. |
Directors
| Michael A. Jones | Michael A. Jones, 63, 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 left Positec in August of 2025 and now serves as Chairman of his family business, Jones Holding Corporation. 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 currently serves on the Board of Children’s National Hospital in Washington, DC. as their Audit Chair as well as The Boys & Girls Club of America. Mr. Jones received a B.S. in Business Administration from California Coast University in Santa Ana, California and has completed the Yale School of Management Accelerated Management Program. | | | 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, 67, 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
| Salil Seshadri | Salil Seshadri, 49, has been a member of our Board since June 2019. Mr. Seshadri is 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, where he has served since 2023. 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. |
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 2025 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 2025 target total direct compensation was “at risk,” consisting of annual cash bonus and PRSUs. Approximately 36% of the 2025 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 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 2025, 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 2025, 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 2025 annual incentive program consisted of regular annual cash bonuses, RSUs and PRSUs. In addition, we previously maintained 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. The program concluded at the end of 2025. Based on the Company’s performance results for the performance period, the performance criteria were not achieved and the LTIP PRSUs paid out at $0. As a result, no compensation was earned or paid to our executives under this program. 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. 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 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 2025, 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
The Compensation Committee periodically reviews the 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 that were 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
| Allient (ALNT) | 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 2025 Compensation
| • | Annual cash bonus; and |
Analysis of Fiscal 2025 Compensation
| • | Annual equity incentive awards in the form of 50% PRSUs and 50% RSUs. |
Analysis of Fiscal 2025 Compensation
Annual Cash Bonuses We maintained an annual cash bonus program for our executive officers in 2025, 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 2025 Compensation
| Constant Currency AEBITDA** (IN MILLIONS) | PERCENTAGE PAYOUT | | Less than $80.3 | 0% | | Threshold: $80.3 | 15% | | Target: $94.5 | 100% | | Maximum: $108.6 or greater | 200% |
Analysis of Fiscal 2025 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 2025, our Constant Currency AEBITDA** was $80.3 million, resulting in a percentage payout of 15% for each of our executive officers who participated in the program.
Analysis of Fiscal 2025 Compensation
| NAME | TARGET BONUS ($) | ACTUAL 2025 BONUS ($) | | Omar Asali | $700,000 | $105,000 | | Paul Aram(1) | $129,729 | $5,012 | | Bill Drew | $160,000 | $24,000 | | Antonio Grassotti(2) | $181,318 | $15,865 | | Eric Laurensse(3) | $155,072 | $45,230 |
Analysis of Fiscal 2025 Compensation
| (1) Mr. Aram’s actual bonus amount was prorated based on his start date of September 29, 2025. The values provided for Mr. Aram are in USD and are based on the exchange rate of EUR to USD for the applicable year. For 2025, the exchange rate was 1 EUR to 1.1299 USD. |
Analysis of Fiscal 2025 Compensation
Annual Equity Incentive Awards 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. 2025 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 2025 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 2025 as follows, with no linear interpolation applied between performance levels:
Analysis of Fiscal 2025 Compensation
| (1) Based on grant date fair value. See “Grants of Plan-Based Awards” table for further information. |
Analysis of Fiscal 2025 Compensation
2025 RSUs In 2025, we granted 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. In March 2025, the Compensation Committee of the Board approved the grant of RSUs to each of our NEOs that vest in three equal installments on each of March 10, 2026, March 10, 2027, and March 10, 2028, subject to the NEO’s continuous service through such dates. The grant date fair value of these RSUs for the NEOs are as follows:
Analysis of Fiscal 2025 Compensation
| (1) Mr. Grassotti’s employment was terminated on July 31, 2025, and pursuant to the terms of his separation agreement with the Company, his 2025 RSUs that were scheduled to vest in 2026 will continue to vest in accordance with the terms of the 2019 Omnibus Incentive Plan and the applicable award agreement; the remainder of the 2025 RSUs were forfeited. The grant date fair value presented for Mr. Grassotti includes the incremental fair value associated with the modification of his 2025 RSU and certain other awards to permit continued vesting following his separation from the Company. Refer to “Grants of Plan-Based Awards” for further information. |
Employment Arrangements and Severance
Employment Arrangements and Severance EMPLOYMENT AGREEMENTS The Company entered into offer letter agreements with Messrs. Asali, and Drew, effective as of June 3, 2019, and June 3, 2019, respectively. The offer letters provide for at-will employment and do not provide for any severance entitlements. 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 $23,257 in 2025. 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. The Company entered into an employment agreement with Mr. Aram, effective as of June 30, 2025, pursuant to which Mr. Aram receives (i) an annual base salary of €310,000 and a target cash bonus equal to 40% of the annual base salary excluding the 8% holiday pay, and (ii) a one-time new hire award consisting of 5,000 PRSUs and 5,000 RSUs. Mr. Aram will also be eligible to participate in and be covered by all employee benefit programs maintained by the Company on the same terms as are generally applicable to other senior executives of the Company, subject to his meeting applicable eligibility requirements. Mr. Aram’s base salary and target annual bonus will be subject to periodic review and adjustment from time to time in the discretion of the Board or the Compensation Committee. TERMINATION AND CHANGE IN CONTROL BENEFITS As previously disclosed in the Company’s current report on Form 8-K filed with the SEC on July 3, 2025, Mr. Grassotti departed as the Company’s Managing Director, APAC, effective on July 31, 2025. Pursuant to the Separation and General Release by and between the Company and Mr. Grassotti, dated July 2, 2025 (the “Grassotti Separation Agreement”), Mr. Grassotti received a payment of SGD 739,173, representing basic severance pay (equal to one year’s salary) of SGD 592,446 and SGD 146,727, representing housing and car expenses. Mr. Grassotti also received a payment of SGD 6,966 representing 2.5 days of accrued but unused annual leave and SGD 15,000 as a moving and travel stipend. Mr. Grassotti also received SGD 20,736, representing his earned bonus for the year of termination, which was paid in March 2026. In addition, pursuant to the Grassotti Separation Agreement, Mr. Grassotti’s outstanding annual equity awards with respect to 49,965 restricted stock units scheduled to vest in 2026 were allowed to continue to vest in accordance with the terms of the 2019 Omnibus Incentive Plan and the applicable award agreements following his termination of employment. Mr. Grassotti is also subject to non-competition and non-solicitation restrictions for a period of 24 months following his termination of employment. Mr. Laurensse departed as the Company’s Managing Director, Europe, effective on August 1, 2025. Pursuant to the Separation Agreement and General Release by and between the Company and Mr. Laurensse, dated June 30, 2025 (the “Laurensse Separation Agreement”), in March 2026, Mr. Laurensse received a payment of €365,665, representing basic severance pay (equal to one year’s salary) of €274,488, 2025 annual bonus of €40,030, and €51,147 as compensation for missed pension entitlements. In addition, pursuant to the terms of the Laurensse Separation Agreement, Mr. Laurensse’s outstanding annual equity awards with respect to 25,000 and 51,641 restricted stock units scheduled to vest in January and March 2026, respectively, were allowed to continue to vest in accordance with the terms of the 2019 Omnibus Incentive Plan and the applicable award agreements following his departure. The Separation Agreement and General Release also provides that Mr. Laurensse is subject to non-competition and non-solicitation restrictions for a period of one year following his termination of employment. 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 2025, (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 ($) | STOCK AWARDS ($)(1) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | ALL OTHER COMPENSATION ($)(3) | TOTAL ($) | | Omar Asali(4) | 2025 | $676,923 | $— | $1,154,012 | $105,000 | $— | $1,935,935 | | Chief Executive Officer and Chairman | 2024 | $390,000 | $— | $1,152,619 | $600,000 | $4,754 | $2,147,373 | | | 2023 | $— | $— | $2,611,990 | $— | $— | $2,611,990 | | Paul Aram(5) | 2025 | $83,538 | $— | $55,500 | $5,012 | $11,012 | $155,062 | | Senior Vice President and Chief Operating Officer | | | | | | | | | Bill Drew(4) | 2025 | $391,455 | $— | $384,664 | $24,000 | $14,936 | $815,055 | | Executive Vice President and Chief Financial Officer | 2024 | $340,005 | $— | $384,200 | $144,117 | $14,734 | $883,056 | | | 2023 | $294,208 | $29,640 | $811,057 | $29,640 | $8,826 | $1,173,371 | | Antonio Grassotti(6) | 2025 | $269,752 | $— | $131,421 | $15,866 | $635,930 | $1,052,969 | | Former Managing Director, APAC | 2024 | $429,415 | $— | $254,799 | $171,766 | $98,543 | $954,523 | | | 2023 | $410,839 | $41,084 | $499,604 | $41,084 | $97,034 | $1,089,645 | | Eric Laurensse(7) | 2025 | $267,973 | $26,957 | $395,662 | $18,273 | $43,435 | $752,300 | | Former Managing Director, Europe | 2024 | $310,265 | $— | $439,095 | $144,200 | $46,401 | $939,961 | | | 2023 | $283,045 | $32,790 | $748,135 | $32,790 | $44,087 | $1,140,847 |
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 2025. All outstanding equity awards were granted pursuant to the Company’s 2019 Omnibus Plan. The market value of the unvested RSUs is determined by multiplying the number of unvested units by $5.41, the closing price per share of our common stock on December 31, 2025, the last trading day of fiscal 2025.
Outstanding Equity Awards at Fiscal Year-End
| | STOCK AWARDS | | | | | | NAME | GRANT DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | 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 | 03/04/2025(1) | 92,026 | $497,861 | — | $— | | | 03/04/2025(2) | — | $— | 92,027 | $497,866 | | | 03/14/2024(3) | 15,629 | $84,553 | — | $— | | | 03/05/2024(4) | 46,013 | $248,930 | — | $— | | | 03/05/2024(5) | 61,351 | $331,909 | — | $— | | | 08/07/2023(6) | 120,000 | $649,200 | — | $— | | | 02/28/2023(7) | 15,630 | $84,558 | — | $— | | Paul Aram | 10/28/2025(1) | 5,000 | $27,050 | — | $— | | | 10/28/2025(2) | — | $— | 5,000 | $27,050 | | Bill Drew | 03/05/2025(1) | 30,675 | $165,952 | — | $— | | | 03/05/2025(2) | — | $— | 30,675 | $165,952 | | | 03/14/2024(3) | 5,209 | $28,181 | — | $— | | | 03/05/2024(4) | 15,337 | $82,973 | — | $— | | | 03/05/2024(5) | 20,450 | $110,635 | — | $— | | | 08/07/2023(6) | 35,000 | $189,350 | — | $— | | | 02/28/2023(7) | 5,210 | $28,186 | — | $— | | Antonio Grassotti | 03/04/2025(8) | 6,103 | $33,017 | — | $— | | | 03/14/2024(8) | 3,455 | $18,692 | — | $— | | | 03/05/2024(8) | 10,171 | $55,025 | — | $— | | | 03/05/2024(8) | 6,781 | $36,685 | — | $— | | | 08/07/2023(6) | 20,000 | $108,200 | — | $— | | | 02/28/2023(8) | 3,455 | $18,692 | — | $— | | Eric Laurensse | 03/04/2025(9) | 31,552 | $170,696 | — | $— | | | 03/14/2024(2) | 5,954 | $32,211 | — | $— | | | 03/05/2024(4) | 17,529 | $94,832 | — | $— | | | 03/05/2024(10) | 23,372 | $126,443 | — | $— | | | 08/07/2023(6) | 25,000 | $135,250 | — | $— | | | 02/28/2023(7) | 5,955 | $32,217 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| (1) Represents RSUs that vest in three equal installments on March 10, 2026, March 10, 2027, and March 10, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (2) 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, 2025 and December 31, 2025. The PRSUs vest in three annual installments on March 10, 2026, March 10, 2027 and March 10, 2028. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Represents the last tranche 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 remainder vested on March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Represents the last tranche of an award of RSUs granted on March 5, 2024. One half of the grant vested on March 10, 2025 and the remainder vested on March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Represents the last two tranches of an award of PRSUs. The first tranche vested on March 17, 2025, the second tranche vested on March 10, 2026, and the remainder will vest on March 10, 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Represents the last tranche of an award of RSUs granted in August 2023 broadly to employees intended as a retention grant. One half of the grant vested on January 1, 2025 and the remainder vested on January 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (7) Represents the last tranche of an award of PRSUs granted on February 28, 2023. One-third of the grant vested on each of March 14, 2024 and March 10, 2025 and the remainder vested on March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Mr. Grassotti was no longer an executive officer effective on July 31, 2025 and his employment with the Company was terminated effective as of the same date. Pursuant to the terms of Mr. Grassotti’s severance agreement, this award vested on March 10, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Mr. Laurensse’s employment with the Company was terminated effective March 31, 2026. Pursuant to the terms of the award and Mr. Laurensse’s severance agreement, 10,518 shares vested on March 10, 2026 and the remainder were forfeited. |
Outstanding Equity Awards at Fiscal Year-End
| (10) Pursuant to the terms of the award and Mr. Laurensse’s severance agreement, 11,686 shares vested on March 10, 2026 and the remainder were forfeited. |
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 | 227,948 | $1,440,265 | | Bill Drew | 70,983 | $446,190 | | Paul Aram | — | $— | | Antonio Grassotti | 43,864 | $274,137 | | Eric Laurensse | 17,640 | $408,229 |
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. 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 B.V. contract law, Mr. Aram is entitled to a minimum of four months’ notice (or a payment in lieu thereof) for the Company to terminate his employment, as well as a statutory transition allowance of one-third of one month’s salary for every year of employment with the Company. Upon termination due to death or disability, B.V. law requires a payment of one-month’s salary. |
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
| • | 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, 2025 (i.e., the last business day in 2025 on which our common stock was traded on the NYSE, with a closing price of $5.41 per share).
Option Exercises and Stock Vested
| NAME | BENEFIT DESCRIPTION | TERMINATION WITHOUT CAUSE BY COMPANY OR FOR GOOD REASON BY EXECUTIVE NOT IN CONNECTION WITH A CHANGE IN CONTROL ($)(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 | $312,350 | $2,394,877 | $2,394,877 | | Paul Aram | Cash Severance(4) | $117,117 | $117,117 | $27,027 | | | Accelerated vesting of equity awards | $— | $54,100 | $54,100 | | Bill Drew | Cash Severance | $— | $— | $— | | | Accelerated vesting of equity awards | $104,115 | $771,228 | $771,228 |
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. 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
| (2) 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). |
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) 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) Cash severance amounts were calculated as follows: (i) for termination, payment of four-month’s salary (in lieu of notice), plus the minimum statutory transition payment calculated in accordance with Dutch law as equal to one-third of one month’s salary ; and (ii) for termination due to death or disability, payment of one month’s salary. The values provided for Mr. Aram are in USD and are based on the 2025 exchange rate of 1 EUR to 1.1299 USD. |
Option Exercises and Stock Vested
As previously disclosed in the Company’s current report on Form 8-K filed with the SEC on July 3, 2025, Mr. Grassotti departed as the Company’s Managing Director, APAC, effective on July 31, 2025, and Mr. Laurensse departed as the Company’s Managing Director, Europe, effective on August 1, 2025. For a description of the severance benefits and entitlements each of Messrs. Grassotti and Laurensse received in connection with their departure, see “Compensation Discussion & Analysis—Termination and Change in Control Benefits.”
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 2025, the estimated annual total compensation of our median employee was $71,338. Our CEO’s annual total compensation for 2025 for purposes of the Pay Ratio Disclosure was $1,935,935, as set forth in the Summary Compensation Table above. Based on this information, for 2025, the ratio of the compensation of the CEO to the median employee’s annual total compensation was estimated to be 30 to 1. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year in the subsequent three-year period, provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that the Company reasonably believes would result in a significant change to the pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change that would significantly impact the 2024 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2025. As a result, we used the same median employee for the 2025 CEO pay ratio as we did in 2024 for the 2024 CEO 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, 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 2024 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 the fiscal years listed below. 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)(5) | | 2025(6) | $1,935,935 | $(1,402,543) | $693,847 | $176,347 | $40.25 | $88.28 | $(38.3) | $80.3 | | 2024(7) | $2,147,373 | $515,286 | $911,718 | $505,279 | $51.19 | $102.83 | $(21.5) | $87.4 | | 2023(7) | $2,611,990 | $732,849 | $1,063,822 | $850,647 | $43.30 | $91.56 | $(27.1) | $76.5 | | 2022(8) | $1,267,759 | $(34,982,929) | $890,715 | $(571,517) | $42.93 | $87.46 | $(41.4) | $66.8 | | 2021(8) | $23,354,484 | $41,672,932 | $4,817,302 | $3,225,298 | $279.61 | $108.81 | $(2.8) | $117.8 |
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 35. 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
| | 2025 | | | | PEO | OTHER NEOS | | Summary Compensation Table Total | $1,935,935 | $693,847 | | Less: Stock Award Value Reported in Summary Compensation Table for the Covered Year | $(1,154,012) | $(241,812) | | 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 | $995,727 | $190,103 | | 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 | $(850,576) | $(107,632) | | Plus: Fair Value for Awards Granted and Vested in the Covered Year, Determined as of the Vesting Date | $— | $— | | 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 | $(128,017) | $(29,129) | | Less: Fair Value of Awards Forfeited During the Covered Year | $(2,201,600) | $(329,029) | | Plus: Fair Value of Incremental Dividends on Earnings Paid on Stock Awards | $— | $— | | Compensation Actually Paid | $(1,402,543) | $176,347 |
CEO Pay Ratio
| (3) TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, 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, 2025. |
CEO Pay Ratio
| (4) Reflects “Net Income (Loss)” in millions 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) Constant Currency AEBITDA is a non-GAAP financial measure that, for the purposes of our compensation programs, we 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; non-cash expense related to warrants in 2025, and, in certain periods, other income and expense items, translated at an exchange rate of 1 Euro to 1.05 USD for 2025, and in prior years translated at an exchange rate of 1 Euro to 1.15 USD. |
CEO Pay Ratio
| (6) For 2025, the PEO was our CEO, Omar Asali, and the other NEOs were Bill Drew, Paul Aram, Antonio Gassotti, and Eric Laurensse. |
CEO Pay Ratio
| (7) 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
| (8) For 2022 and 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
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 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; non-cash expense related to warrants, and, in certain periods, other income and expense items, translated at an exchange rate of 1 Euro to 1.05 USD. |
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. Equity Compensation Plan Information The following table provides information about shares of Ranpak common stock that may be issued under our compensation plans approved by shareholders and plans not approved by shareholders (if any) as of December 31, 2025:
CEO Pay Ratio
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights(1) ($)(b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) | | Equity compensation plans approved by security holders | | | | | 2019 Omnibus Incentive Plan | 3,168,015 | $— | 2,860,721 | | Amazon Warrant | 18,716,456 | $6.8308 | —(2) | | Equity compensation plans not approved by security holders | | | | | Walmart Warrant | 22,500,000 | $6.8308 | —(3) | | Total | 44,384,471 | $6.8308 | 2,860,721 |
CEO Pay Ratio
| (1) The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding stock awards, which have no exercise price. |
CEO Pay Ratio
| (2) Refer to Note 17 — Shareholders’ Equity to the Company’s Annual Report on Form 10-K, filed with the SEC on March 5, 2026 for further details about the Amazon Warrant. |
CEO Pay Ratio
| (3) Refer to Note 17 — Shareholders’ Equity to the Company’s Annual Report on Form 10-K, filed with the SEC on March 5, 2026 for further details about the Walmart Warrant and to “Proposal No. 4 .— Approval of the Issuance of Certain Shares of our Class A Common Stock upon the Exercise of a Warrant Issued to Walmart Inc.” |
Director Compensation Table
Director Compensation Table The following table sets forth a summary of the compensation we paid to each non-employee member of our Board for fiscal year 2025. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards, or pay any other compensation to any of the other non-employee members of our Board in fiscal year 2025. The employees who also served as directors (Messrs. Asali and Gliedman) did not receive any additional compensation for their service as directors.
Director Compensation Table
| NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2)(3) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Thomas F. Corley | $85,000 | $99,998 | $— | $184,998 | | Victoria L. Dolan | $119,176 | $99,998 | $— | $219,174 | | Pam El | $87,056 | $118,745 | $— | $205,801 | | Michael A. Jones | $— | $174,987 | $— | $174,987 | | Robert C. King | $110,806 | $99,998 | $— | $210,804 | | Salil Seshadri | $13,750 | $174,987 | $— | $188,737 | | Alicia Tranen | $— | $174,987 | $— | $174,987 | | Kurt Zumwalt(4) | $48,214 | $— | $— | $48,214 |
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 2025 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 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 and Seshadri, and Mses. Dolan, El and Tranen each had 29,325 RSUs outstanding as of the end of fiscal year 2025. |
Director Compensation Table
| (4) Mr. Zumwalt’s service as a board member ceased effective May 22, 2025. |
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 receive an additional $20,000 for their service as chairman on the Audit Committee, an additional $15,000 for their service as chairman of the Compensation Committee, and an additional $10,000 for their service as chairman on the Nominating, Sustainability and Governance Committee. Beginning effective May 27, 2025, members of the Special Committee also receive an additional $5,000 per month for their service on that 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 2025, all of our non-employee directors received the annual equity grant.