Alicia Tranen
Ranpak HoldingsAbout Alicia Tranen
Alicia Tranen, 52, has served as an independent director of Ranpak Holdings Corp. since June 2019. She is Founder, General Partner, and Portfolio Manager of Boulevard Capital Management (since June 2008), and previously held investing roles at Cantillon Capital (Senior Analyst, 2003–2008), RRE Ventures (Principal, 1999–2002), and Fidelity Management & Research (Research Associate, 1994–1997). She holds an MBA from Harvard Business School and a BA in Economics from Tufts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Management & Research Co. | Research Associate covering >100 public companies | Sep 1994 – Aug 1997 | Fundamental research across sectors |
| RRE Ventures | Principal; board director/observer at 10 portfolio companies | Sep 1999 – Mar 2002 | Venture investing, board engagement |
| Cantillon Capital | Senior Analyst; senior investment team member | Feb 2003 – Mar 2008 | Long-short equity investing; $11B AUM context |
External Roles
| Organization | Type | Role | Start | Notes/Interlocks |
|---|---|---|---|---|
| Boulevard Capital Management | Investment fund | Founder, GP & Portfolio Manager | Jun 2008 | Focused on public companies |
| 3L Capital Management | Growth equity | Senior Advisor | N/A | Advisory capacity; based NYC/LA |
| Team Impact (National Board) | Non-profit | Board member | N/A | Community engagement |
Board Governance
| Item | Detail |
|---|---|
| Board Class/Term | Class I director; term expires at the 2026 annual meeting |
| Independence | Board determined Ms. Tranen is independent under NYSE rules |
| Committees | Audit Committee member (Chair: Victoria Dolan); Compensation Committee member (Chair: Salil Seshadri) |
| Audit Committee Expertise | Each Audit Committee member qualifies as an “audit committee financial expert” under SEC rules |
| Executive Sessions | Non-management directors meet in executive session at each quarterly board meeting (presided by Thomas F. Corley) |
| Board Leadership | CEO also serves as Chair; Board has not designated a lead independent director |
2024 Meeting Activity
| Body | Meetings (2024) |
|---|---|
| Board | 6 |
| Audit Committee | 11 |
| Compensation Committee | 5 |
| Nominating, Sustainability & Governance Committee | 5 |
| Attendance | Each director attended ≥75% of their Board/committee meetings; all nine then-serving directors attended the 2024 annual meeting |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $175,009 (includes annual RSU grant; and stock taken in lieu of cash retainer per election) | $174,989 (includes annual RSU grant; and stock taken in lieu of cash retainer per election) |
| All Other Compensation ($) | $0 | $0 |
| Total ($) | $175,009 | $174,989 |
Director Compensation Program Parameters:
- Annual cash retainer: $75,000; directors may elect to receive in stock .
- Committee chair fees: Audit Chair +$20,000; other committee chairs +$10,000; starting in 2025, Compensation Chair +$15,000 .
- Annual equity grant: approximately $100,000 in RSUs; granted at annual meeting; vests on earlier of 1-year from grant or next annual meeting .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned awards are disclosed for directors. The Compensation Committee (of which Ms. Tranen is a member) uses performance metrics for executives (NEOs) that can inform pay-for-performance alignment:
| Metric/Plan Element | Application | Measurement/Design | Vesting/Structure | Notes |
|---|---|---|---|---|
| Constant Currency Adjusted EBITDA (AEBITDA) | Annual cash bonus for executives | Company-level annual target; challenging but achievable | Cash payout per annual performance plan | Central short-term incentive metric |
| PRSUs (Executives) | Long-term incentive | Earned only if performance targets are met | Vests over three years | Aligns with multi-year performance |
| RSUs (Executives) | Long-term incentive | Time-based | Vests over two or three years | Ownership/retention alignment |
| Clawback | Recoupment of incentive comp post-restatement | NYSE/SEC-compliant policy | Mandatory recovery within lookback | Governance safeguard |
| Say-on-Pay outcome | Shareholder support level | 84% approval at 2024 annual meeting | Advisory | Signal of investor confidence in comp program |
Other Directorships & Interlocks
| Company | Public Board Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biographies list other boards for some directors; no public company boards disclosed for Ms. Tranen |
Contextual interlocks and governance:
- Certain investors (JS Capital LLC, Soros Capital LLC, Schusterman Family Investments) have board observer rights; three observers currently .
- Independent Compensation Committee uses FW Cook; independence assessed with no conflicts .
Expertise & Qualifications
- Strong business and financial acumen; deep knowledge of operational financials and balance sheets .
- Extensive investing experience across public companies and late-stage private companies; director/significant stockholder experience .
- Education: MBA (Harvard Business School); BA in Economics (Tufts University) .
- Audit committee financial expert qualification via committee determination .
Equity Ownership
| Holder/Source | Shares | Notes |
|---|---|---|
| Directly held by Ms. Tranen | 237,566 | As of March 28, 2025 |
| Blue Parrot Trust | 71,660 | Class A Common Stock |
| RSUs vesting within 60 days | 15,625 | RSUs counted for 60-day releasability |
| Spouse holdings | 30,000 | Class A Common Stock |
| Immediate family holdings | 349,924 | Class A Common Stock |
| Total beneficial ownership | 704,775 | “*” denotes <1% of shares outstanding in the ownership table |
| Shares outstanding | 84,222,329 | Class A Common Stock outstanding as of March 28, 2025 |
Alignment and policies:
- Hedging and pledging prohibited for directors; margin accounts also prohibited .
- Director stock ownership guideline: at least 3× annual cash retainer; selling restricted if guideline not met; unearned PRSUs excluded from compliance calculation .
Governance Assessment
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Positive signals:
- Independent director serving on both Audit and Compensation Committees; Audit Committee members deemed “financial experts” under SEC rules .
- Robust anti-hedging/anti-pledging policy and NYSE-compliant clawback enhance alignment and accountability .
- Compensation Committee retains independent consultant (FW Cook) with no conflicts; structured pay-for-performance program using Constant Currency AEBITDA, PRSUs, RSUs .
- Shareholder support: 84% say-on-pay approval at 2024 meeting .
- Attendance: directors met ≥75% thresholds; all nine then-serving directors attended the 2024 annual meeting .
-
Watch items / red flags:
- Board leadership: CEO also Chair; no lead independent director designated, which may limit independent agenda control despite regular executive sessions .
- One Form 4 for Ms. Tranen was filed late in FY2024 due to administrative error; minor compliance lapse to monitor .
- Significant family shareholdings (spouse and immediate family) are disclosed; no related person transactions involving Ms. Tranen are disclosed, but continued oversight via related party policy is prudent .
-
Overall view: Governance quality appears solid with independent oversight, strong committee structures, and shareholder-aligned policies. The single late filing is a minor blemish; the combined CEO/Chair role and absence of a lead director warrant ongoing attention, though mitigated by executive sessions and independent committees .