SEC Form PRE 14A filed by Ranpak Holdings Corp

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Preliminary Proxy Statement

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No fee required.

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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.

(1)

Member of Nominating, Sustainability & Governance Committee

(2)

Member of Compensation Committee

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Our Class I directors are Ms. Dolan, Mr. Gliedman and Ms. Tranen, with terms expiring at the 2026 annual meeting.

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Our Class II directors are Messrs. Corley, Jones and King, with terms expiring at the 2027 Annual Meeting.

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Our Class III directors are Messrs. Asali, Seshadri, Zumwalt and Ms. El, and Mr. Asali, Mr. Seshadri and Ms. El are nominated for re-election at the Annual Meeting.

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the integrity of the Company’s financial statements and internal controls;

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the qualifications, independence and performance of the Company’s independent auditor;

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the design and implementation of the internal audit function; and

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the Company’s compliance with legal and regulatory requirements.

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reviewing and approving compensation (including equity-based compensation) for the Company’s directors;

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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;

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reviewing the Company’s management succession planning in consultation with our CEO;

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reviewing and evaluating the Company’s executive compensation and benefits plans generally; and

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reviewing and assessing the risks arising from the Company’s employee compensation policies and practices.

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reviewing and evaluating the size, composition, function and duties of the Board consistent with its needs;

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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;

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recommending to the Board director nominees for election;

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recommending directors for appointment to Board committees;

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making recommendations to the Board as to determinations of director independence;

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overseeing the evaluation of the Board;

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overseeing the Company’s corporate social responsibility program, including its ESG initiatives and related risks; and

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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.

(1)

Member of the Nominating, Sustainability & Governance Committee

(2)

Member of the Audit Committee

(3)

Member of the Compensation Committee

(1)

Audit fees for the years ended 2024 and 2023 consist of fees billed for professional services rendered for the audit of our consolidated financial statements, 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, and for 2024, includes $1,140,054 in fees that relate to the year ended December 31, 2023. For 2023, audit fees include $1,453,038 in fees that relate to the year ended December 31, 2022.

(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.

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Dilution. If approved, this Proposal No. 4 could result in the purchase of Excess Warrant Shares upon the cash exercise of the Warrant, subject to possible future adjustments. As a result, our existing stockholders could own a smaller percentage of the outstanding Class A Common Stock and, accordingly, a smaller percentage interest in the voting power, liquidation value and book value of the Class A Common Stock.

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Market Effects. Despite the existence of certain restrictions on transfer, the issuance of the Excess Warrant Shares under the Warrant could affect trading patterns and adversely affect the market price of the outstanding Class A Common Stock. Additionally, sales in the public market of Excess Warrant Shares that could be issued under the Warrant, or the perception that such sales could occur, could adversely affect the prevailing market price of the Class A Common Stock and impair our ability to raise capital in future equity financings.

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Concentration of Ownership and Influence. If the Warrant Shares were to fully vest and Warrantholder was to then exercise the Warrant in full to purchase all of the Warrant Shares, Warrantholder could obtain ownership of 22.5% or more of the outstanding shares of our Class A Common Stock (based on the number of shares of Class A Common Stock issued and outstanding as of the date of the Transaction Agreement). As a result, Warrantholder could be able to exert influence over matters requiring approval by our stockholders, including the election of directors and mergers, acquisitions or other extraordinary transactions. Warrantholder may have interests that differ from ours or yours, and it may vote or otherwise act in ways with which you disagree and that may be adverse to your interests. Further, the concentration of ownership could adversely affect the prevailing market price for our Class A Common Stock.

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Valuable Customer and Potential Investor. As discussed above, we believe Amazon represents a valuable customer and potential investor for us as we continue to grow our business. Accordingly, we believe securing this commercial relationship and incentivizing Amazon to purchase additional products and services under our existing commercial agreements through the vesting mechanism of the Warrant is important for our continued business growth.

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Improved Capital Levels and Reserves. The proceeds we would receive upon a future possible cash exercise of the Warrant could be substantial and would strengthen our balance sheet and increase our capital levels and reserves, and enhance our ability to execute our business plans and pursue opportunities for further growth.

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Omar Asali, our Chairman and Chief Executive Officer;

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Bill Drew, our Executive Vice President and Chief Financial Officer;

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Eric Laurensse, our Managing Director, Europe;

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Antonio Grassotti, our Managing Director, APAC; and

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Mark Siebert, our Managing Director, North America.

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We provide incentives to our executive officers based upon meeting or exceeding specified financial targets that are challenging but achievable. A significant portion of our executives’ compensation is “at risk” and subject to achievement of performance criteria. As is described further below, our short-term incentive program is based upon our achievement of a constant currency adjusted EBITDA (“Constant Currency AEBITDA”) goal for the year. Performance-based compensation represented a significant portion of our NEO’s target total direct compensation for fiscal 2024.

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We believe that long-term performance is achieved through an ownership culture that rewards performance by linking the interest of our executive officers with those of our stockholders. Our long-term incentive program for our executives is granted in the form of performance restricted stock units (“PRSUs”) and restricted stock units (“RSUs”). The PRSUs are only earned if the relevant performance targets are met, and vest over a three-year period. The RSUs vest over a two-year or three-year period. We believe this program ensures that a significant portion of the compensation of our executives is “at risk” and is tied to our stock to increase alignment with our stockholders. In addition, the multi-year vesting schedule of both the RSUs and PRSUs reduces the risk that executives will place too much focus on short-term achievements to the detriment of the long-term sustainability of the Company. Lastly, the multi-year vesting schedule also serves as a retention mechanism for our executives.

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We set compensation levels so that they are competitive with those of other individuals holding comparable positions at other multinational corporations of similar size, value and complexity with which we compete for talent.

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In setting compensation levels, we take into account feedback from our stockholders, as applicable.

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Constant Currency AEBITDA is a non-GAAP financial measure previously reported by the Company that, for the purposes of our compensation programs, we continue to calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items, on an adjusted basis, translated at an exchange rate of 1 Euro to 1.15 USD. We are changing our presentation of supplemental non-GAAP constant currency metrics, beginning with our 2024 results, to no longer utilize an exchange rate of 1 Euro to 1.15 USD when calculating and discussing these metrics, and instead, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. For further information on AEBITDA, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Non-GAAP Measures” and “— Reconciliation of U.S. GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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Companies in similar industries

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Competitors for executive talent

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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)

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Companies that fit certain desired financial size criteria, such as revenue, market cap, profitability, margin, etc.

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Chase Corporation, Columbus McKinnon, ESCO Technologies, Glatfelter and Kadant were removed; and

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Aspen Aerogels, Flotek Industries, NN, Inc., Proto Labs and Thermon Group were added.

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Each individual executive officer’s skills, experience and qualifications relative to similarly-situated executives at other comparable companies in our industry;

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Our performance against the financial and operational objectives established by the Compensation Committee and our Board;

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The compensation practices of our competitors; and

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The recommendations provided by our CEO with respect to the compensation of our other executive officers.

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Base salary;

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Annual cash bonus;

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Annual equity incentive awards in the form of 50% PRSUs and 50% RSUs; and

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One-time discretionary award in the form of RSUs, to supplement the PRSUs attainment level achieved in 2023.

(1)

Increases to base salaries effective as of January 1, 2024, or in the case of Mr. Asali, effective as of May 1, 2024.

(2)

The values provided for Mr. Grassotti are in USD and are based on the exchange rate of SGD to USD. For 2024, the exchange rate used was 1 SGD to 0.7465 USD.

(3)

The values provided for Mr. Laurensse are in USD and are based on the exchange rate of EUR to USD. For 2024, the exchange rate was 1 EUR to 1.0822 USD.

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Constant Currency AEBITDA is a non-GAAP financial measure previously reported by the Company that, for the purposes of our compensation programs, we continue to calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items, on an adjusted basis, translated at an exchange rate of 1 Euro to 1.15 USD. We are changing our presentation of supplemental non-GAAP constant currency metrics, beginning with our 2024 results, to no longer utilize an exchange rate of 1 Euro to 1.15 USD when calculating and discussing these metrics, and instead, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. For further information on AEBITDA, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Non-GAAP Measures” and “— Reconciliation of U.S. GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(1)

The values provided for Mr. Grassotti are in USD and are based on the exchange rate of SGD to USD for the applicable year. For 2024, the exchange rate was 1 SGD to 0.7465 USD.

(2)

The values provided for Mr. Laurensse are in USD and are based on the exchange rate of EUR to USD for the applicable year. For 2024, the exchange rate was 1 EUR to 1.0822 USD.

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Constant Currency AEBITDA is a non-GAAP financial measure previously reported by the Company that, for the purposes of our compensation programs, we continue to calculate as net income (loss), adjusted to exclude: benefit from (provision for) income taxes; interest expense; depreciation and amortization; stock-based compensation expense; foreign currency (gain) loss; amortization of cloud-based software implementation costs; and, in certain periods, other income and expense items, on an adjusted basis, translated at an exchange rate of 1 Euro to 1.15 USD. We are changing our presentation of supplemental non-GAAP constant currency metrics, beginning with our 2024 results, to no longer utilize an exchange rate of 1 Euro to 1.15 USD when calculating and discussing these metrics, and instead, the current year is translated at the average exchange rate for the comparable prior year period, when comparing the current year to the prior year. We believe that our Constant Currency (Non-GAAP) % Change presentation provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. For further information on AEBITDA, see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations — Overview — Non-GAAP Measures” and “— Reconciliation of U.S. GAAP to Non-GAAP Measures” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(1)

Based on grant date fair value. See “Grants of Plan-Based Awards” table for further information.

(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 2024 represented PRSUs and RSUs, and is consistent with the aggregate compensation cost to be recognized over the service period, excluding the effect of estimated forfeitures. See “Grants of Plan-Based Awards” for additional information. Assumptions included in the calculation of these amounts are included in the footnotes to our consolidated financial statements as included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

(2)

Amounts for 2024 included in this column represent the annual bonuses earned in 2024 related to the achievement of performance measures established for the 2024 cash bonus plan.

(3)

Amounts under the “All Other Compensation” column for 2024 include: (i) for Mr. Drew, $13,424 in 401(k) match contributions, a $1,200 cellular allowance, and a $110 service award (ii) for Mr. Grassotti, a car allowance (including insurance, maintenance, and fuel) of $26,875 and $71,668 in housing; (iii) for Mr. Laurensse, a company car (including insurance, maintenance, and fuel) of $21,552 and $24,849 in pension contributions; and (iv) for Mr. Siebert, $13,571 in 401(k) matching contributions, a $1,200 cellular phone allowance, and a $3,139 paid time-off payout.

(4)

Mr. Asali's 2024 base salary is prorated from May 1, 2024, the effective date that he started receiving a base salary.

(5)

The values provided for Mr. Grassotti are in USD and are based on an average exchange rate of 1 SGD to 0.7465 USD for 2024.

(6)

The values provided for Mr. Laurensse are in USD and are based on an average exchange rate of 1 EUR to 1.0822 USD for 2024.

(7)

Base salary for Mr. Laurensse includes holiday pay equal to $21,867 for 2024, pursuant to the terms of his employment agreement with the Company.]