Independent
Tenure on this board
1.6 yrs
Also a director at
Instacart (MAPLEBEAR Inc) (CART)
3 nominees · 4 ballot items.
Election of three Class I directors; ratification of KPMG LLP as independent auditors; advisory vote to approve named executive officer compensation; approval to issue additional Class A shares upon exercise of a warrant issued to Walmart Inc. exceeding NYSE thresholds.
Election of three Class I directors (Victoria L. Dolan, Michael S. Gliedman, Alicia Tranen) to serve three-year terms.
Ratify KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Advisory “say on pay” vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to endorse Ranpak’s 2025 named executive officer compensation as disclosed in the proxy. Management frames the program as pay-for-performance, with a substantial portion of executive pay at-risk and tied to Constant Currency AEBITDA, supplemented by RSUs and PRSUs to align long-term incentives. The Board and Compensation Committee recommend support, citing alignment with stockholder interests, peer benchmarking, use of an independent compensation consultant, and prior favorable stockholder feedback (99% support in 2025). The vote is advisory and non-binding; however, the Board commits to consider any significant negative vote and modify practices if warranted. The proposal involves routine disclosure and governance practices, and the Board’s recommendation centers on retention, alignment, and market competitiveness while acknowledging ongoing engagement with stockholders on potential future refinements.
Seek shareholder approval under NYSE Listing Rule 312.03(c) to permit issuance of Excess Warrant Shares (shares in excess of 16,864,714) upon exercise of a warrant issued to Walmart, which could otherwise trigger stockholder approval requirements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | JS Capital Management LLC | 35.69% | 30,530,897 | $109M |
| 2 | SOROS CAPITAL MANAGEMENT LLC | 5.41% | 4,630,292 | $17M |
| 3 | Schusterman Interests, LLC | 3.53% | 3,018,616 | $11M |
| 4 | Petrus Trust Company, LTA | 3.47% | 2,966,356 | $11M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.44% | 2,940,434 | $10M |
| 6 | G2 Investment Partners Management LLC | 3.30% | 2,820,285 | $10M |
| 7 | ArrowMark Colorado Holdings LLC | 2.50% | 2,140,630 | $8M |
| 8 | Portolan Capital Management, LLC | 2.28% | 1,947,681 | $7M |
| 9 | VANGUARD CAPITAL MANAGEMENT LLC | 2.27% | 1,944,298 | $7M |
| 10 | CenterBook Partners LP | 2.11% | 1,807,976 | $6M |
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