RANPAK HOLDINGS CORP CLASS A (PACK)
Sector: Materials
2026 Annual Meeting Analysis
RANPAK HOLDINGS CORP CLASS A · Meeting: May 21, 2026
Directors FOR
1
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Mr. Gliedman has served on the board since June 2019, well beyond the 24-month exemption period, so the TSR trigger fully applies. Ranpak's stock has lost about 26% over the past three years while the company's own peer group of 16 companies gained a median of roughly 55% over the same period — a gap of about 81 percentage points, far exceeding the 20-percentage-point threshold that triggers an against vote when a company's absolute three-year return is negative. The five-year check does not rescue the vote: over five years Ranpak's stock has lost roughly 81% while the peer group gained a median of about 33%, a gap of approximately 114 percentage points that also far exceeds the applicable threshold, confirming this is sustained rather than temporary underperformance.
Ms. Tranen has served on the board since June 2019, well beyond the 24-month exemption period, so the TSR trigger fully applies. Ranpak's three-year stock return of negative 26% trails the company's own disclosed compensation peer group median of positive 55% by roughly 81 percentage points, far exceeding the 20-percentage-point threshold for companies with negative absolute returns. The five-year check confirms sustained underperformance — Ranpak's five-year loss of roughly 81% versus peer median gains of roughly 33% represents a gap of about 114 percentage points, so the against vote is not downgraded.
For Analysis
Ms. Dolan joined the board in October 2024, which is within the 24-month exemption window under our policy, so the TSR trigger does not apply to her; she also brings relevant CFO and financial expertise as a qualified audit committee financial expert.
Of the three Class I nominees, Victoria Dolan joined in October 2024 and is exempt from the TSR trigger under our 24-month new-director rule; she receives a FOR vote. Michael Gliedman and Alicia Tranen have each served since June 2019 and are fully subject to the TSR trigger. Ranpak's stock has lost roughly 26% over three years while its own peer group has gained a median of roughly 55% — a gap of about 81 percentage points that far exceeds the 20-point threshold applicable to companies with negative absolute returns. The five-year data confirms sustained underperformance rather than a temporary trough, so neither director's against vote is downgraded. Both Gliedman and Tranen receive AGAINST votes.
Say on Pay
✓ FORCEO
Omar Asali
Total Comp
$1,935,935
Prior Support
99%%
CEO Omar Asali received total compensation of approximately $1.94 million in 2025, which is modest for a CEO of a public company at Ranpak's market cap and sector, and his pay was heavily reduced by the company's own performance — cash bonus paid out at only 15% of target and performance stock awards also earned at only 15% of target because the company just barely hit the minimum threshold on its profitability metric. The pay mix check passes: the proxy discloses that 50% of the CEO's target pay was at-risk variable compensation tied to measurable performance goals, and the long-term special incentive program concluded at $0 payout because multi-year performance targets were not met, demonstrating the program actually reduces pay when the company underperforms. The prior year Say on Pay vote received 99% support, there are no governance red flags such as a missing clawback policy (one was adopted in October 2023), and while stock performance has been poor, the incentive pay was visibly cut in response, which is the intended alignment — so a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,523,780
Non-Audit Fees
$0
In fiscal year 2025 Ranpak paid KPMG $3,523,780 in audit fees and zero in non-audit fees, meaning the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for a company of Ranpak's size, and no tenure data was disclosed so the tenure trigger does not fire under policy.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of the Issuance of Certain Shares of Class A Common Stock upon the Exercise of a Warrant Issued to Walmart Inc.
This is a board-sponsored proposal asking shareholders to allow the company to issue shares to Walmart beyond a NYSE threshold that requires a shareholder vote when new shares could represent 20% or more of shares outstanding. The warrant was issued as part of a genuine commercial arrangement — Walmart pays Ranpak for products and services, and additional warrant shares only vest if Walmart makes up to $300 million in qualifying payments, so the dilution is directly tied to revenue the company actually receives. While full vesting could give Walmart up to roughly 27% of shares outstanding and some concentration risk exists, the board's assessment that a major, committed customer relationship is strategically valuable is reasonable, the exercise price of $6.83 per share is above the current market price so cash exercise would actually raise capital, and without this approval the commercial relationship's incentive structure would be impaired; a FOR vote is appropriate.
Overall Assessment
Ranpak's 2026 annual meeting presents four proposals: the Say on Pay and auditor ratification both pass our policy screens and receive FOR votes, but two of the three Class I director nominees — Michael Gliedman and Alicia Tranen, both board members since 2019 — receive AGAINST votes because the company's stock has dramatically underperformed its own disclosed peer group over three and five years, triggering the sustained-underperformance rule; the Walmart warrant share issuance proposal is a commercially rational transaction that warrants shareholder support.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing