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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/23 Ranpak Holdings Corp. DEFR14A 12:2.4M Broadridge Fin’l So… Inc |
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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material under §240.14a-12
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☒
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No fee required.
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☐
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Fee paid previously with preliminary materials.
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☐
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1. |
to elect the two directors named in the Proxy Statement as Class I directors of Ranpak Holdings Corp., each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death,
resignation or removal;
|
2. |
to ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and
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3. |
to approve a non-binding advisory resolution approving the compensation of the named executive officers.
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37
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38
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39
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41
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42
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46
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• |
This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
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• |
The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
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Name
|
Age
|
Director Since
|
||
Michael Gliedman
|
59
|
2019
|
||
Alicia Tranen (1)
|
50
|
2019
|
(1) |
Member of Audit Committee and Compensation Committee
|
• |
Our Class I directors are Mr. Gliedman and Ms. Tranen, and they are nominated for re-election at the Annual Meeting.
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• |
Our Class II directors are Messrs. Corley, Jones and King, with terms expiring at the 2024 annual meeting.
|
• |
Our Class III directors are Messrs. Asali, Seshadri, Zumwalt and Ms. El, with terms expiring at the 2025 annual meeting.
|
• |
the integrity of the Company’s financial statements and internal controls;
|
• |
the qualifications, independence and performance of the Company’s independent auditor;
|
• |
the design and implementation of the internal audit function; and
|
• |
the Company’s compliance with legal and regulatory requirements.
|
• |
reviewing and approving compensation (including equity-based compensation) for the Company’s directors;
|
• |
reviewing and approving the compensation of our CEO and each of the Company’s senior executive officers, including: (i) identifying, reviewing and approving corporate goals and objectives relevant to executive officer compensation; and
(ii) evaluating each executive officer’s performance in light of such goals and objectives to determine such compensation;
|
• |
reviewing the Company’s management succession planning in consultation with our CEO;
|
• |
reviewing and evaluating the Company’s executive compensation and benefits plans generally; and
|
• |
reviewing and assessing the risks arising from the Company’s employee compensation policies and practices.
|
• |
reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs;
|
• |
recommending criteria for the selection of candidates to the Board and its committees, and identifying individuals qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by
stockholders;
|
• |
recommending to the Board director nominees for election;
|
• |
recommending directors for appointment to Board committees;
|
• |
making recommendations to the Board as to determinations of director independence;
|
• |
overseeing the evaluation of the Board;
|
• |
overseeing the Company’s corporate social responsibility program, including its ESG initiatives and related risks; and
|
• |
developing and recommending to the Board the Corporate Governance Guidelines and Code of Ethics and Business Conduct for the Company and overseeing compliance with such Guidelines and Code.
|
Name
|
Age
|
Director Since
|
Position
|
Independent
|
||||
Omar Asali
|
52
|
2019
|
Chairman and Chief Executive Officer
|
|||||
Thomas F. Corley(3)
|
60
|
2019
|
Director
|
✔
|
||||
Pam El(3)
|
65
|
2020
|
Director
|
✔
|
||||
Michael A. Jones
|
60
|
2019
|
Director
|
|||||
Robert C. King(1)(2)
|
64
|
2019
|
Director
|
✔
|
||||
Salil Seshadri(2)(3)
|
46
|
2019
|
Director
|
✔
|
||||
Michael S. Gliedman
|
59
|
2020
|
Director and Chief Technology Officer
|
|||||
Alicia Tranen(1)(2)
|
50
|
2019
|
Director
|
✔
|
||||
Kurt Zumwalt (1) (3)
|
54
|
2020
|
Director
|
✔
|
(1) |
Member of the Audit Committee
|
(2) |
Member of the Compensation Committee
|
(3) |
Member of the Nominating, Environmental, Social & Governance Committee
|
Fiscal Year Ended
|
||||||||
Audit Fees (1)
|
$
|
1,927,788
|
$
|
1,010,589
|
||||
Tax Fees (2)
|
-
|
266,730
|
||||||
Audit-Related Fees (3)
|
-
|
87,126
|
||||||
All Other Fees (4)
|
-
|
45,000
|
||||||
Total Fees
|
$
|
1,927,788
|
$
|
1,409,445
|
(1) |
Audit fees for years-ended 2022 and 2021 consist of fees billed for professional services rendered for the audit of our year-end consolidated financial statements, and review of the financial statements included in the Company’s Form
10-Q filings and services that are normally provided by KPMG in connection with regulatory filings. KPMG began providing these services in the second quarter of 2022. Deloitte provided these services in the first quarter of 2022 and the
year ended 2021.
|
(2) |
Fees for professional services performed with respect to tax compliance, tax advice and tax planning.
|
(3) |
Fees for assurance and related services that are reasonably related to the performance of the audit or review of our year-end consolidated financial statements and internal controls. Fees for comfort processes in coordination with
Company’s registration statements filings.
|
(4) |
Fees for year ended 2021 related to consultation on the Company's position as a result of the SEC’s April 2021 guidance on SPAC transactions.
|
• |
Omar Asali, our Chairman and Chief Executive Officer;
|
• |
Bill Drew, our Senior Vice President and Chief Financial Officer;
|
• |
Eric Laurensse, our Managing Director, Europe;
|
• |
Antonio Grassotti, our Managing Director, APAC; and
|
• |
Michael A. Jones, our former Vice Chairman and Managing Director, North America (1).
|
(1) |
Mr. Jones stepped down from this role on November 30, 2022 but continues to serve as a non-employee member of our Board.
|
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.
We note that two of our NEOs, our CEO Omar Asali and our former Managing Director, North America Michael A. Jones, did not receive a base salary for 2022 and received all of their compensation in the form of
equity awards.
|
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. The only portion of compensation that is not
“at risk”.
|
||||
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.
We note that two of our NEOs, our CEO Omar Asali and our former Managing Director, North America Michael A. Jones, did not receive an annual cash bonus for 2022 and received all of their compensation in the form
of equity awards.
|
Payouts are determined based on achievement of adjusted EBITDA** (“AEBITDA”) targets for 2022, as established by our Board.
|
||||
Annual Equity Incentive Awards
|
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 AEBITDA targets for 2022, as established by our Board. Target PRSUs vest over a three-year period.
|
• |
Companies in similar industries
|
• |
Competitors for executive talent
|
• |
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)
|
• |
Companies that fit certain desired financial size criteria, such as revenue, market cap, profitability, margin, etc.
|
Allied Motion
(AMOT)
|
CECO Environmental
(CECO)
|
Chase Corporation
(CCF)
|
Columbus McKinnon
(CMCO)
|
DMC Global
(BOOM)
|
The Eastern Company
(EML)
|
Enerpac Tool Group
(EPAC)
|
ESCO Technologies
(ESE)
|
Graham Corporation
(GHM)
|
Hurco Companies
(HURC)
|
Kadant
(KAI)
|
Myers Industries
(MYE)
|
Powell Industries
(POWL)
|
TriMas
(TRS)
|
UFP Technologies
(UFPT)
|
• |
Each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at other comparable companies in our industry;
|
• |
Each individual executive officer’s skills, experience and qualifications relative to other similarly-situated executives at other comparable companies in our industry;
|
• |
Our performance against the financial and operational objectives established by the Compensation Committee and our Board;
|
• |
The compensation practices of our competitors; and
|
• |
The recommendations provided by our CEO with respect to the compensation of our other executive officers.
|
• |
Base salary;
|
• |
Annual cash bonus; and
|
• |
Annual equity incentive awards in the form of PRSUs.
|
AEBITDA** (in millions)
|
Percentage Payout
|
||||
Less than $111.7
|
0
|
%
|
|||
Threshold: $111.7
|
15
|
%
|
|||
Target: $131.4
|
100
|
%
|
|||
Maximum: $153.3 or greater
|
200
|
%
|
Name
|
Target Bonus
($)
|
Actual 2022 Bonus
|
|||||||
Omar Asali
Chief Executive Officer and Chairman
|
N/A
|
N/A
|
|||||||
Bill Drew
Chief Financial Officer
|
114,000
|
0
|
|||||||
Eric Laurensse
Managing Director, Europe
|
137,151
|
0
|
|||||||
Antonio Grassotti
Managing Director, APAC
|
157,738
|
0
|
|||||||
Michael A. Jones
Former Vice Chairman and Managing Director, North America
|
N/A
|
N/A
|
Fiscal 2022 Annual Equity Incentive Awards
|
PRSUs ($)
|
||||
Omar Asali
|
1,267,759
|
||||
Bill Drew
|
422,579
|
||||
Eric Laurensse
|
482,964
|
||||
Antonio Grassotti
|
280,250
|
||||
Michael A. Jones
|
1,267,759
|
AEBITDA
|
Percentage of PRSUs Earned
|
||||
Less than $111.7
|
0
|
%
|
|||
Threshold: $111.7
|
15
|
%
|
|||
Target: $131.4
|
100
|
%
|
|||
Maximum: $151.1 or greater
|
150
|
%
|
Name and Principal Position
(1)
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)(2)
|
Total
($)
|
||||||||||||||||||||||
Omar Asali
Chief Executive Officer and Chairman
|
2022
|
-
|
-
|
1,267,759
|
-
|
-
|
-
|
1,267,759
|
||||||||||||||||||||||
|
2021
|
-
|
-
|
23,354,484
|
-
|
-
|
-
|
23,354,484
|
||||||||||||||||||||||
|
2020 |
-
|
-
|
1,486,793
|
-
|
-
|
-
|
1,486,793
|
||||||||||||||||||||||
Bill Drew
Chief Financial Officer
|
2022
|
285,000
|
-
|
422,579
|
-
|
-
|
9,150
|
716,729
|
||||||||||||||||||||||
|
2021
|
263,740
|
-
|
3,680,199
|
212,180
|
-
|
8,700
|
4,164,819
|
||||||||||||||||||||||
Eric Laurensse
Managing Director, Europe (3)(4)
|
2022
|
274,302
|
|
482,964
|
-
|
-
|
36,353
|
793,619
|
||||||||||||||||||||||
|
2021
|
299,029
|
-
|
3,903,709
|
276,879
|
-
|
46,758
|
4,526,375
|
||||||||||||||||||||||
|
2020
|
274,882
|
48,544
|
520,378
|
102,798
|
42,156
|
988,758
|
|||||||||||||||||||||||
Antonio Grassotti
Managing Director, APAC (3)
|
2022
|
394,346
|
-
|
280,250
|
-
|
-
|
96,938
|
771,534
|
||||||||||||||||||||||
|
2021
|
397,445
|
-
|
2,528,299
|
317,956
|
100,631
|
3,344,331
|
|||||||||||||||||||||||
Michael A. Jones (3)
Former Vice Chairman and Managing Director, North America
|
2022
|
-
|
-
|
1,267,759
|
-
|
-
|
6,363
|
(5)
|
1,274,122
|
|||||||||||||||||||||
|
2021
|
-
|
-
|
7,233,684
|
-
|
-
|
-
|
7,233,684
|
||||||||||||||||||||||
|
2020
|
-
|
-
|
1,651,994
|
-
|
-
|
-
|
1,651,994
|
(1) |
This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for all stock awards granted, which for 2022 consists of PRSUs. The grant date fair value of PRSU awards was calculated based
on the expected value of the possible outcomes of the performance conditions related to these awards in accordance with FASB ASC Topic 718 (excluding the effects of estimated forfeitures).
|
(2) |
Amounts under the “All Other Compensation” column for 2022 include: (i) for Mr. Drew, $9,150 in 401(k) matching contributions paid by the Company; (ii) for Mr. Laurensse, a car allowance (including
insurance, maintenance, and fuel) of $20,966, and $15,387 in pension contributions; and (iii) for Mr. Grassotti, a car allowance (including insurance, maintenance, and fuel) of $26,437 and $70,501 in housing.
|
(3) |
The values provided for Mr. Laurensse and Mr. Grassotti are in USD and are based on an exchange rate of 1:1.0538 Euros to USD.
|
(4) |
Base salary for Mr. Laurensse includes holiday pay equal to $20,319 for 2022.
|
(5) |
Mr. Jones stepped down from his role on November 30, 2022 and continued to serve as a non-employee member of the Board. He received 1,084 fully vested shares of stock in lieu of cash for his service as
a non-employee director of the Board during the remainder of 2022.
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1)
|
Estimated Future Payouts Under Equity
Incentive Plan Awards
|
||||||||||||||||||||||||||||||
Name
(a)
|
Grant Date
(b)
|
Threshold
($)
(c)
|
Target
($)
(d)
|
Maximum
($)
(e)
|
Threshold
(#)
(f)
|
Target
(#)
(g)
|
Maximum
(#)
(h)
|
All Other
Stock Awards:
Number of
Shares of
Stock or Units
(#)
(i)
|
Grant Date Fair
Value of Stock
and Option
Awards ($)(3)
(l)
|
||||||||||||||||||||||
Omar Asali
|
|||||||||||||||||||||||||||||||
PRSUs(2)
|
03/03/2022
|
8,282
|
55,216
|
82,824
|
1,267,759
|
||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Bill Drew
|
|||||||||||||||||||||||||||||||
Annual Incentive Plan
|
17,100
|
114,000
|
228,000
|
||||||||||||||||||||||||||||
PRSUs(2)
|
03/03/2022
|
2,761
|
18,405
|
27,608
|
422,579
|
||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Eric Laurensse
|
|||||||||||||||||||||||||||||||
Annual Incentive Plan
|
20,573
|
137,151
|
274,302
|
||||||||||||||||||||||||||||
PRSUs(2)
|
03/03/2022
|
3,155
|
21,035
|
31,553
|
482,964
|
||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Antonio Grassotti
|
|||||||||||||||||||||||||||||||
Annual Incentive Plan
|
23,661
|
157,738
|
315,476
|
||||||||||||||||||||||||||||
PRSUs(2)
|
03/03/2022
|
1,831
|
12,206
|
18,309
|
280,250
|
||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||
Michael A. Jones
|
|||||||||||||||||||||||||||||||
PRSUs(2)
|
03/03/2022
|
8,282
|
55,216
|
82,824
|
1,267,759
|
Stock Awards | ||||||||||||||||||
Name
(a) |
Grant Date
|
Number of
Shares or Units
of Stock That
Have Not Vested
(#)
(b)
|
Market Value of
Shares or Units of
Stock That Have
Not Vested ($)
(c)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)
(d)
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested ($)
|
|||||||||||||
Omar Asali
|
03/03/2020
|
27,295
|
(1)
|
$
|
157,492
|
-
|
-
|
|||||||||||
|
03/09/2021 |
6,823
|
(2)
|
$
|
39,369
|
-
|
-
|
|||||||||||
|
03/09/2021 |
69,998
|
(3)
|
$
|
403,889
|
-
|
-
|
|||||||||||
|
05/26/2021 |
-
|
-
|
960,000
|
(4)
|
$
|
5,539,200
|
|||||||||||
Bill Drew
|
03/03/2020
|
5,459
|
(1)
|
$
|
31,498
|
-
|
-
|
|||||||||||
|
03/09/2021 |
4,698
|
(2)
|
$
|
27,107
|
-
|
-
|
|||||||||||
|
03/09/2021 |
23,332
|
(3)
|
$
|
134,626
|
-
|
-
|
|||||||||||
|
05/26/2021 |
-
|
-
|
130,000
|
(4)
|
$
|
750,100
|
|||||||||||
Eric Laurensse
|
03/03/2020
|
9,553
|
(1)
|
$
|
55,121
|
-
|
-
|
|||||||||||
|
03/09/2021 |
3,580
|
(2)
|
$
|
20,657
|
-
|
-
|
|||||||||||
|
03/09/2021 |
26,667
|
(3)
|
$
|
153,868
|
-
|
-
|
|||||||||||
|
05/26/2021 |
-
|
-
|
140,000
|
(4)
|
$
|
807,800
|
|||||||||||
Antonio Grassotti
|
03/03/2020
|
5,459
|
(1)
|
$
|
31,498
|
-
|
-
|
|||||||||||
|
03/09/2021 |
1,364
|
(2)
|
$
|
7,870
|
-
|
-
|
|||||||||||
|
03/09/2021 |
14,332
|
(3)
|
$
|
82,695
|
-
|
-
|
|||||||||||
|
05/26/2021 |
-
|
-
|
96,000
|
(4)
|
$
|
553,920
|
|||||||||||
Michael A. Jones
|
03/03/2020
|
27,295
|
(1)
|
$
|
157,492
|
-
|
-
|
|||||||||||
|
03/09/2021 |
6,823
|
(2)
|
$
|
39,369
|
-
|
-
|
|||||||||||
|
03/09/2021 |
69,998
|
(3)
|
$
|
403,889
|
-
|
-
|
(1) |
Represents the third tranche of an award of PRSUs granted in March 2020 and earned based on actual performance that vested on March 3, 2023.
|
(2) |
Represents the third tranche of an award of RSUs that vested on March 9, 2023.
|
(3) |
Represents the second and third tranches of an award of PRSUs granted in March 2021 and earned based on actual performance that vested or will vest on each of March 3, 2023 and March 3, 2024.
|
(4) |
Represents the target number of PRSUs pursuant to an award of LTIP PRSUs approved by the compensation committee 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 commencing January 1, 2020 and ending on December 31, 2025 (the “Award Period”). The Award Period consists 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.
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Vesting
(#)
|
Value Realized on Vesting ($)(1)
|
||||||
Omar Asali
|
96,414
|
2,171,243
|
||||||
Bill Drew
|
27,284
|
614,436
|
||||||
Eric Laurensse
|
36,020
|
811,170
|
||||||
Antonio Grassotti
|
19,451
|
438,036
|
||||||
Michael A. Jones
|
103,238
|
2,324,920
|
• |
Under his employment agreement with Ranpak B.V., Mr. Laurensse is entitled to three months’ notice for the Company to terminate his employment.
|
• |
Under his Severance and Noncompetition Agreement, if Mr. Grassotti’s employment is terminated by the Company without cause or by him for good reason, subject to his signing and not revoking a release of claims against the Company,
Mr. Grassotti will receive (i) continued payment of his base salary for 12 months, (ii) any earned but unpaid bonus for a prior year, (iii) a pro-rated bonus for the year of termination (based on actual performance), (iv) an amount
equal to any housing, car and medical expenses for a 12-month period, and (v) an amount of up to SGD 7,000 (equating to $5,178 based on the exchange ratio as of December 31, 2022) for costs incurred for a move from Singapore to a
location of his choice.
|
• |
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.
|
• |
Under our RSU agreements and PRSU agreements, upon a termination of employment by the Company without “cause” or by the participant for “good reason” (each as defined in the relevant award agreement), the participant would receive
pro-rata vesting of their outstanding RSU and PRSU awards, and upon their death or disability, the participant would receive full vesting of his unvested RSU and PRSU awards.
|
• |
Under the LTIP PRSU award agreements, upon a termination of a participant’s employment due to death or disability, all outstanding LTIP PRSUs will remain outstanding and eligible to be earned (if not yet earned), and the earned
LTIP PRSUs will vest. In addition, if a participant’s employment is terminated without cause or for good reason after January 1, 2023, a pro-rata portion of the LTIP PRSUs that are eligible to be earned during the relevant
performance year will vest based on actual performance, and if a participant’s employment terminates due to death or disability at any time, the LTIP PRSUs will remain outstanding and eligible to vest based upon actual performance.
Upon a change in control prior to January 1, 2023, all LTIP PRSUs will be forfeited, and upon a change in control after January 1, 2023, the Board will determine the extent to which it believes the performance goal would have been met
for the entire year, and this level of achievement will apply to all of the remaining unvested LTIP PRSUs.
|
• |
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 our 2019 plan will vest.
|
Name
|
Benefit Description
|
Termination
without cause by
Company or for
good reason by
executive NOT in
connection with a
Change in Control
($)
|
Termination
without cause by
Company or for
good reason by
executive in
connection with a
Change in Control
($)
|
Termination
due to death
or disability
|
|||||||||
Omar Asali
|
Cash severance
|
—
|
—
|
||||||||||
|
Accelerated vesting of equity awards
|
$
|
331,063
|
(1)
|
$
|
331,063
|
(2)
|
$
|
6,139,950
|
(3)
|
|||
Bill Drew
|
Cash severance
|
—
|
—
|
||||||||||
|
Accelerated vesting of equity awards
|
$
|
104,529
|
(1)
|
$
|
104,529
|
(2)
|
$
|
943,331
|
(3)
|
|||
Eric Laurensse
|
Cash severance
|
$
|
68,576
|
(4)
|
$
|
68,576
|
(4)
|
||||||
|
Accelerated vesting of equity awards
|
$
|
126,771.88
|
(1)
|
$
|
126,771.88
|
(2)
|
$
|
1,037,446
|
(3)
|
|||
Antonio Grassotti
|
Cash Severance
|
$
|
509,681
|
(5)
|
$
|
509,681
|
(5)
|
||||||
|
Accelerated vesting of equity awards
|
$
|
67,004.92
|
(1)
|
$
|
67,004.92
|
(2)
|
$
|
675,983
|
(3)
|
Value of Initial Fixed $100 Investment Based On:
|
||||||||||||||||||||||||||||||||
Year
|
Summary
Compensation
Table Total for
PEO(4)
|
Compensation
Actually Paid
to PEO(5)
|
Average Summary
Compensation
Total for Non-PEO
NEOs(4)
|
Average
Compensation
Actually Paid to Non-
PEO NEOs(5)
|
Company
Total Share
Return(6)
|
Peer Group
Total Share
Return(6)
|
Net Income
(Loss) (in
millions)(7)
|
i AEBITDA (in
millions)(8)
|
||||||||||||||||||||||||
2022(1)
|
$
|
i 1,267,759
|
$
|
( i 34,982,929
|
)
|
$
|
i 890,715
|
$
|
( i 571,517
|
)
|
$
|
i 59.06
|
$
|
i 113.22
|
$
|
( i 41.4
|
)
|
$
|
i 66.8
|
|||||||||||||
2021(2)
|
$
|
i 23,354,484
|
$
|
i 41,672,932
|
$
|
i 4,817,302
|
$
|
i 3,225,298
|
$
|
i 384.65
|
$
|
i 140.99
|
$
|
( i 2.8
|
)
|
$
|
i 117.8
|
|||||||||||||||
2020(3)
|
$
|
i 1,486,793
|
$
|
i 2,327,388
|
$
|
i 1,333,030
|
$
|
i 3,542,759
|
$
|
i 137.56
|
$
|
i 129.53
|
$
|
( i 23.4
|
)
|
$
|
i 93.7
|
(1) |
For 2022, the PEO was our CEO, i Omar Asali, and the other NEOs were Bill Drew, Eric
Laurensse and Antonio Grassotti and Michael A. Jones.
|
(2) |
For 2021, the PEO was our CEO, i Omar Asali, and the other NEOs were Bill Drew, Michael A.
Jones, Eric Laurensse and Antonio Grassotti.
|
(3) |
For 2020, the PEO was our CEO, i Omar Asali, and the other NEOs were Michael A. Jones,
Eric Laurensse and Trent Meyerhoefer.
|
(4) |
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 (“SCT”)
on page 28. See the footnotes to the SCT for further detail regarding the amounts in these columns.
|
(5) |
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 SCT (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):
|
PEO 2022
|
Other NEOs 2022
|
PEO 2021
|
Other NEOs 2021
|
PEO 2020
|
Other NEOs 2020
|
|||||||||||||||||||
Summary Compensation Table Total
|
$
|
i 1,267,759
|
$
|
i 890,715
|
$
|
i 23,354,484
|
$
|
i 4,817,302
|
$
|
i 1,486,793
|
$
|
i 1,333,030
|
||||||||||||
Less Stock Award Value Reported in Summary Compensation Table for the Covered Year
|
$
|
( i 1,267,759
|
)
|
$
|
( i 613,388
|
)
|
$
|
( i 23,354,484
|
)
|
$
|
( i 4,336,473
|
)
|
$
|
( i 1,486,793
|
)
|
$
|
( i 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
|
$
|
i 318,596
|
$
|
i 74,500
|
$
|
i 39,220,254
|
$
|
i 2,421,608
|
$
|
i 2,109,301
|
$
|
i 3,030,990
|
||||||||||||
Plus Change in Fair Value of Outstanding Unvested 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
|
$
|
( i 33,849,530
|
)
|
$
|
( i 748,277
|
)
|
$
|
i 1,976,656
|
$
|
i 181,195
|
i -
|
i -
|
||||||||||||
Plus Fair Value for Awards Granted and Vested in the Covered Year, Determined as of the Vesting
Date
|
i -
|
i -
|
$
|
i 145,351
|
$
|
i 87,692
|
$
|
i 220,271
|
$
|
i 133,306
|
||||||||||||||
Plus Change in Fair Value of 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
|
$
|
( i 1,451,995
|
)
|
$
|
( i 175,066
|
)
|
$
|
i 330,671
|
$
|
i 53,974
|
$
|
( i 2,184
|
)
|
$
|
( i 7,426
|
)
|
||||||||
Less Fair Value of Awards Forfeited during the Covered Year
|
i -
|
i -
|
i -
|
i -
|
i -
|
i -
|
||||||||||||||||||
Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards
|
i -
|
i -
|
i -
|
i -
|
i -
|
i -
|
||||||||||||||||||
Compensation Actually Paid
|
$
|
( i 34,982,929
|
)
|
$
|
( i 571,517
|
)
|
$
|
i 41,672,932
|
$
|
i 3,225,298
|
$
|
i 2,327,388
|
$
|
i 3,542,759
|
(6) |
TSR is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each of 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, 2022.
|
(7) |
Reflects “Net Income” for each applicable year as set forth in our Consolidated Statements of Operations included in our Annual Report on Form 10-K for each of the applicable years.
|
(8) |
For each applicable year, AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes;
interest expense; depreciation and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.. This metric is used by the Compensation Committee as the sole performance metric for
determining the annual cash bonus payout as well as our annual equity incentive program and is the most reflective of our profitability, growth and stockholder value. For non-GAAP reconciliation information, see “Presentation and
Reconciliation of GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for each of the applicable years.
|
Performance Measure
|
Description
|
||
i AEBITDA ($)
|
AEBITDA is a non-GAAP financial measure that we present on a constant currency basis and calculate as net income (loss), adjusted to exclude: benefit from income taxes; interest expense; depreciation
and amortization; stock-based compensation expense; and, in certain periods, certain other income and expense items.
|
Name(1)
|
Fees Earned or Paid in
Cash
($)(1)
|
Stock Awards
($)(2)(3)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||
Thomas F. Corley
|
85,000
|
100,003
|
-
|
185,003
|
||||||||||||
Pam El
|
-
|
175,015
|
-
|
175,015
|
||||||||||||
Michael Gliedman(4)
|
-
|
-
|
529,000
|
529,000
|
||||||||||||
Robert C. King
|
95,000
|
100,003
|
-
|
195,003
|
||||||||||||
Steve Kovach(5)
|
-
|
56,260
|
-
|
56,260
|
||||||||||||
Salil Seshadri
|
10,000
|
175,015
|
-
|
185,015
|
||||||||||||
Alicia Tranen
|
-
|
175,015
|
-
|
175,015
|
||||||||||||
Kurt Zumwalt
|
-
|
175,015
|
-
|
175,015
|
(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 2022 for their service as a director, including any annual retainer fees,
committee and/or chair fees.
|
(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. Kovach, Seshadri and Zumwalt
and Ms. Tranen and Ms. El, also relate to fully vested shares of stock granted in lieu of cash for annual Board retainers, pursuant to their election. For the RSUs, the amounts reported in this column represent the grant date fair
value of RSUs calculated in accordance with the provisions of ASC Topic 718.
|
(3) |
Messrs. Corley, King, Kovach, Seshadri and Zumwalt and Mses. El and Tranen each had 8,540 RSUs outstanding as of the end of fiscal year 2022. Mr. Gliedman had 3,031 RSUs; 29,308 PRSUs; and 80,000
LTIP PRSUs outstanding as of the end of fiscal year 2022.
|
(4) |
Mr. Gliedman was appointed as Chief Technology Officer in March of 2020. Following his appointment to this role, Mr. Gliedman no longer receives any compensation for his services as a director.
The amount set forth in the “All Other Compensation” column for Mr. Gliedman represents compensation earned as an employee which includes, among other things, his base salary and the value of his equity grants.
|
(5) |
Mr. Kovach retired from the Board on June 30, 2022.
|
Name
|
Age
|
Position
|
Officer Since
|
||
Omar M. Asali
|
52
|
Chief Executive Officer and Chairman
|
2019
|
||
Bill Drew
|
41
|
Senior Vice President and Chief Financial Officer
|
2020
|
||
Antonio Grassotti
|
62
|
Managing Director, APAC
|
2019
|
||
Eric Laurensse
|
59
|
Managing Director, Europe
|
2019
|
||
Mark Siebert
|
55
|
Managing Director, North America
|
2023
|
• |
the amounts involved exceeded or will exceed $120,000; and
|
• |
any of our directors, director nominees, executive officers or holders of more than 5% of our common stock (“significant stockholders”), or an affiliate or immediate family member thereof
(each a “Related Person”), had or will have a direct or indirect material interest.
|
• |
each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of common stock;
|
• |
each of our directors, nominees and named executive officers; and
|
• |
all directors and executive officers as a group.
|
Shares of Common Stock Beneficially Owned
|
||||||||
Name of Beneficial Owner
|
Number of Securities
Beneficially Owned (1)
|
Percentage (2)
|
||||||
5% Stockholder
|
||||||||
JS Capital, LLC (3)
|
30,530,897
|
37.0
|
%
|
|||||
Soros Capital LLC (4)
|
4,630,292
|
5.6
|
%
|
|||||
Directors and Named Executive Officers
|
||||||||
Omar Asali (5)
|
4,147,960
|
5.0
|
%
|
|||||
Salil Seshadri (6)
|
551,738
|
*
|
||||||
Alicia Tranen (7)
|
432,190
|
*
|
||||||
Bill Drew
|
373,498
|
*
|
||||||
Michael A. Jones
|
150,126
|
*
|
||||||
Robert C. King
|
96,197
|
*
|
||||||
Thomas F. Corley
|
90,296
|
*
|
||||||
Antonio Grassotti
|
54,965
|
*
|
||||||
Michael Gliedman
|
51,552
|
*
|
||||||
Kurt Zumwalt
|
44,767
|
*
|
||||||
Eric Laurensse
|
31,552
|
*
|
||||||
Pam El
|
31,013
|
*
|
||||||
Mark Siebert
|
155
|
*
|
||||||
All directors and executive officers as a group (13 persons)
|
6,056,009
|
7.3
|
%
|
* |
Less than 1% of shares outstanding
|
(1)
|
The amounts reported include the following number of RSUs which will vest within 60 days of March 30, 2023: 8,540 each for Messrs. Corley and King, 3,592 for Mr. Jones and 12,132 for Messrs. Kovach,
Seshadri and Zumwalt and Ms. El and Tranen, respectively.
|
(2) |
Applicable percentage ownership is based on 82,458,908 shares of common stock outstanding on March 30, 2023 and includes 69,200 RSUs held by directors which will vest within 60 days. In computing the number of shares of common
stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding all shares of common stock subject to options, warrants, rights or conversion privileges held by that person that are currently
exercisable or exercisable within 60 days of March 30, 2023. Under Rule 13d-3 of the SEC, certain shares of common stock may be deemed to be beneficially owned by more than one person (if, for example, a person shares the power to
vote or the power to dispose of the Common Shares.)
|
(3) |
Includes 30,530,897 Class A shares. According to a Form 4 filed with the SEC on December 27, 2021, the shares are held for the account of JS Capital LLC, a Delaware limited liability company. JS Capital Management LLC is the sole
managing member of JS Capital LLC. Jonathan Soros is the sole managing member of JS Capital Management LLC. JS Capital LLC’s business address is 888 Seventh Avenue, Floor 40, New York, NY 10106.
|
(4) |
As of March 30, 2023, Soros Capital LLC beneficially owns 5.6% or 4,630,292 shares of Class A Common Stock. Soros Capital LLC includes Soros Capital LP, Soros Capital GP LLC, Soros Capital HoldCo LLC, Soros Capital Management LLC
and Robert Soros (“Soros Capital”). Soros Capital is located at 250 West 55th Street, New York, NY 10019.
|
(5) |
Mr. Asali directly holds 2,123,551 shares of common stock. Total shares included 686,440 shares of Class A common stock held in trusts for which Mr. Asali’s children are the beneficiaries and in respect of which Mr. Asali may be
deemed to have beneficial ownership. Mr. Asali is the manager of OM Group LLC and may be deemed to beneficially own 4,290 shares of class A common stock held by OM Group LLC, and ultimately exercises sole voting and dispositive power
over such shares. Mr. Asali disclaims beneficial ownership of Class A common stock held by OM Group LLC except to the extent of his pecuniary interest therein. Mr. Asali also controls Vivoli Holdings. Mr. Asali may be deemed to
beneficially own the 1,333,679 Class A shares held by Vivoli Holdings, and ultimately exercises sole voting and dispositive power over such shares. Mr. Asali disclaims beneficial ownership of the reported securities except to the
extent of his pecuniary interest therein.
|
(6)
|
Mr. Seshadri directly holds 337,722 shares of common stock. Total shares included 214,016 shares of Class A common stock held in trusts for which Mr. Seshadri’s children are the beneficiaries and in
respect of which Mr. Seshadri has investment control and may be deemed to have beneficial ownership.
|
(7)
|
Ms. Tranen directly holds 160,530 shares of common stock. Total shares included 170,560 shares of Class A common stock held by Boulevard Capital Partners L.P. of which Boulevard Capital Management LLC
(solely managed by Ms. Tranen) is the general partner. Ms. Tranen disclaims beneficial ownership of the shares held by Boulevard Capital Partners L.P., except to the extent of her pecuniary interest therein. Also included are
6,000 shares of Class A common stock held by Ms. Tranen’s husband and 95,100 shares of Class A common stock held by other immediate family members of Ms. Tranen.
|
• |
To vote at the virtual Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. The meeting webcast will begin promptly at 10:00 a.m., Eastern time. We encourage you to
access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Eastern time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the
check-in or meeting time, please call the phone number displayed on the Virtual Meeting website on the meeting date.
|
• |
To vote using the Proxy Card, simply complete, sign and date the accompanying Proxy Card and return it promptly in the envelope provided. If you return your signed Proxy Card to us before the Annual Meeting, we will vote your
shares in accordance with the Proxy Card.
|
• |
To vote by proxy over the internet before the Annual Meeting, follow the instructions as directed on the enclosed Proxy Card or on the Notice of Internet Availability.
|
• |
To vote by telephone, you may vote by proxy by calling the toll free number found on the enclosed Proxy Card or on the Notice of Internet Availability.
|
• |
With respect to Proposal No. 1, directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote on the election of directors. “Withhold” votes have no effect. There is no ability to
“abstain.”
|
• |
With respect to Proposal No. 2 and No. 3, the affirmative vote of the majority of votes cast is required for approval. Abstentions will have no effect on the results.
|
• |
You may submit another properly completed proxy with a later date.
|
• |
You may send a written notice that you are revoking your proxy to our Investor Relations Department, at 440-354-4445, ir@ranpak.com or at 7990 Auburn Road, Concord Township, OH 44077.
|
• |
You may attend the virtual Annual Meeting through online presence and vote online. Simply attending the Annual Meeting will not, by itself, revoke your proxy.
|
How to Participate in the Annual Meeting
|
Online:
1. Visit www.virtualshareholdermeeting.com/PACK2023; and
2. Enter the 16 digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”), on your proxy card (if you received a
printed copy of the proxy materials), or on the
instructions that accompanied your proxy materials.
You may begin to log into the meeting platform beginning at 9:45 a.m. Eastern Time on May 25, 2023. The meeting will begin promptly at 10:00 a.m. Eastern Time.
|
This ‘DEFR14A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/25 | ||||
5/25/24 | ||||
3/26/24 | ||||
3/3/24 | ||||
1/26/24 | ||||
12/31/23 | ||||
12/27/23 | ||||
12/14/23 | ||||
5/25/23 | DEF 14A | |||
5/24/23 | ||||
5/11/23 | ||||
Filed on: | 4/24/23 | |||
4/12/23 | ARS, DEF 14A, DEFA14A | |||
3/30/23 | ||||
3/9/23 | ||||
3/3/23 | 4 | |||
1/1/23 | ||||
12/31/22 | 10-K, ARS, NT 10-K | |||
12/30/22 | ||||
11/30/22 | ||||
6/30/22 | 10-Q | |||
6/3/22 | 8-K | |||
5/27/22 | 4, 8-K | |||
4/12/22 | 4/A, DEF 14A, DEFA14A | |||
12/31/21 | 10-K | |||
12/27/21 | 4, SC 13D/A | |||
12/31/20 | 10-K | |||
3/3/20 | 3, 4, 8-K | |||
1/1/20 | ||||
12/31/19 | 10-K, NT 10-K | |||
6/3/19 | 25-NSE, 3, 4, 8-K | |||
12/12/18 | 4 | |||
12/31/17 | 10-K | |||
12/1/16 | ||||
List all Filings |