DEF 14A: Ranpak Holdings Corp. Announces 2024 Annual Meeting of Stockholders

Ranpak Holdings Corp. will hold its 2024 Annual Meeting of Stockholders virtually on May 23, 2024, to vote on the election of directors, ratification of the independent auditor, and executive compensation.

Summary

• Ranpak Holdings Corp. is holding its 2024 Annual Meeting of Stockholders on May 23, 2024, at 10:00 a.m. Eastern time, via live webcast.
• Stockholders of record as of March 28, 2024, are eligible to vote.
• The meeting will address the election of three Class II directors, ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and a non-binding advisory resolution on executive compensation.
• The Board of Directors recommends voting FOR all proposals.
• The proxy statement and the company's 2023 Annual Report on Form 10-K are available at proxyvote.com.
• In 2023, Ranpak's actual AEBITDA was $76.5 million, resulting in a percentage payout of 25% for each of our executive officers who participated in the program.
• The Compensation Committee approved an additional 25% payout based on its holistic evaluation of the Company's performance as determined in its discretion so each of our NEOs who participated in the program received a total annual bonus of 50% of their target bonus amount.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook, highlighting the company's progress and commitment to sustainability, but also acknowledges the need for further improvements and the challenges faced in achieving financial targets.

Positives

• The virtual annual meeting format facilitates stockholder attendance and participation at no cost.
• The Board has independent Audit, Nominating, Sustainability & Governance, and Compensation committees.
• The company publishes an annual Sustainability and Impact Report.
• Ranpak has adopted a Code of Ethics and Business Conduct.
• The Board has adopted a Compensation Recoupment Policy (Clawback Policy) in October 2023.
• The Board has adopted strict minimum equity holding requirements applicable to our executive officers and directors, as a multiple of their base salary, to further align their long-term interests with those of our stockholders.

Negatives

• The company's actual AEBITDA of $76.5 million in 2023 resulted in only a 25% payout of target bonus for executive officers based on the pre-set formula, requiring discretionary approval for an additional 25% payout.

Risks

• Failure to achieve AEBITDA targets could result in lower or no bonus payouts for executive officers.
• Economic downturns or industry-specific challenges could impact the company's financial performance and ability to meet its sustainability goals.
• The company faces risks related to cybersecurity and data privacy.
• The company's success depends on its ability to attract, retain, and motivate key personnel.

Future Outlook

The company is focused on optimizing its real estate and infrastructure investments and expects strong momentum from strategic PPS accounts and key wins for its Automation business.

Management Comments

• Omar Asali, Chairman and CEO, believes the company emerged from the challenges of 2022 better prepared and accomplished a lot in 2023, finishing the year strongly.
• Management is excited to release the 2023 Sustainability and Impact Report, highlighting the company's commitment to delivering a better world.

Industry Context

Ranpak operates in the competitive protective packaging industry, providing sustainable alternatives to traditional packaging solutions. The company's focus on sustainability aligns with increasing consumer and regulatory demand for eco-friendly packaging options.

Comparison to Industry Standards

• The peer group used for compensation benchmarking includes companies like Allied Motion Tech (AMOT), CECO Environmental (CECO), and Kadant (KAI).
• Ranpak's revenues and market capitalization were at the 29th and 28th percentiles, respectively, in relation to its 2023 peer group.
• The company's executive compensation program is designed to be competitive with those of other multinational corporations of similar size, value, and complexity.

Related Party Transactions

• Ranpak paid approximately $0.3 million to One Madison Group LLC in both 2023 and 2022 under a shared services agreement.

Stakeholder Impact

• The company takes into account considerations that affect key stakeholders, including stockholders, customers, employees, communities, regulators, and suppliers.
• The company strives to create an atmosphere of acceptance and respect for its employees, facilitating an encouraging environment and helping them attain professional and educational goals.

Next Steps

• Stockholders are encouraged to vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card.
• The company will release its 2023 Sustainability and Impact Report soon.
• The Board will consider stockholder feedback on executive compensation and evaluate whether any actions are necessary to address concerns.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Executive Compensation, KPMG, Directors, AEBITDA, Sustainability, Corporate Governance, Ranpak