Bill Drew
Ranpak HoldingsAbout Bill Drew
Bill Drew, 43, is Executive Vice President and Chief Financial Officer of Ranpak Holdings Corp. (PACK). He was promoted to EVP in 2024 after serving as SVP & CFO since August 2020; earlier roles at Ranpak included Interim CFO (May 2020), Chief of Staff (September 2019), and Head of Business Development (June 2019). He holds a B.S.B.A. in Finance (minor in Government) from Georgetown University and previously worked at One Madison Group (Managing Director, since 2017), HRG Group (Vice President, Investments), Harbinger Capital Partners (2006–2012), and Deutsche Bank (2004–2006) . Company performance context: 2024 Constant Currency AEBITDA was $87.4M (vs. $76.5M in 2023) and cumulative TSR value of a $100 investment rose from 59.06 in 2022 to 84.42 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ranpak Holdings Corp. | EVP & CFO | 2024–present | Executive finance leadership; signed 2025 SEC filings (e.g., Siebert separation 8‑K) . |
| Ranpak Holdings Corp. | SVP & CFO | Aug 2020–2024 | Led finance during AEBITDA improvement and pay-for-performance program execution . |
| Ranpak Holdings Corp. | Interim CFO | May 2020 | Maintained financial reporting continuity . |
| Ranpak Holdings Corp. | Chief of Staff | Sep 2019 | Corporate development and operational support . |
| Ranpak Holdings Corp. | Head of Business Development | Jun 2019 | M&A and capital markets analysis . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| One Madison Group | Managing Director | 2017–present | Investment/portfolio management; PACK has a Shared Services Agreement with Sponsor affiliate (fees $0.2M in 2024) . |
| HRG Group | Vice President, Investments | Not disclosed | Transactions across public/private companies . |
| Harbinger Capital Partners | Investment Analyst | 2006–2012 | Multi-asset research and portfolio execution . |
| Deutsche Bank (IBD) | Investment Banking Analyst | 2004–2006 | Media/Telecom transactions . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $285,000 | $294,208 | $340,005 |
| Target Bonus ($) | Not disclosed | $29,640 (target amount used in 2023 plan) | $144,117 |
| Actual Bonus Paid ($) | $0 | $29,640 | $144,117 |
Notes:
- 2024 bonus program paid 100% of target based on $87.4M Constant Currency AEBITDA .
- 2024 base salary increased following market benchmarking; 2024 approved base for Bill Drew was $360,292 (annualized), with reported salary $340,005 reflecting timing and payroll .
Performance Compensation
| Component | Metric | Weighting | 2024 Target | 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Constant Currency AEBITDA | 100% | $87.3M | $87.4M | 100% of target | Cash; annual |
| 2024 PRSUs (Target 30,675 sh) | Constant Currency AEBITDA | 100% | $87.3M; 0–150% earn-out | $87.4M | 100% of target (grant-date FV $134,663) | 1/3 on 3/10/2025, 1/3 on 3/10/2026, 1/3 on 3/10/2027 |
| 2024 RSUs (30,675 sh) | Time-based | n/a | n/a | n/a | n/a | 50% on 3/10/2025 and 50% on 3/10/2026 |
| One-time RSUs (15,629 sh) | Time-based | n/a | n/a | n/a | n/a | 1/3 on 3/14/2024; 1/3 on 3/10/2025; 1/3 on 3/10/2026 |
Design features:
- Single corporate performance metric (Constant Currency AEBITDA) for both cash bonus and PRSUs; PRSU earn-out range 0–150% .
- No individual performance modifier in 2024 bonus formula .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 429,513 shares as of March 28, 2025 . |
| Shares Outstanding (denominator) | 84,222,329 shares as of March 28, 2025 . |
| Ownership % of Outstanding | ~0.51% (429,513 / 84,222,329) . |
| Unvested RSUs (by grant) | 10,419 (3/14/2024) $71,683 MV; 30,675 (3/05/2024) $211,044 MV; 70,000 (8/07/2023) $481,600 MV . |
| Unearned PRSUs (by grant) | 30,675 (3/05/2024) $211,044; 10,420 (2/28/2023) $71,690; 86,666 LTIP (5/26/2021) $596,262 . |
| Option Holdings | None; PACK does not currently grant stock options . |
| Stock Ownership Guidelines | NEOs required ≥2× base salary; Bill Drew currently exceeds guideline . |
| Hedging/Pledging | Prohibited for employees/directors (policy filed with 2024 Form 10‑K) . |
2025–2027 vesting calendar (insider supply timing):
- 1/1/2025 & 1/1/2026: 70,000 RSUs (retention grant, 2 equal tranches) .
- 3/10/2025 & 3/10/2026: RSUs from 3/5/2024 (2 equal tranches totaling 30,675) and one-time RSUs from 3/14/2024 (remaining 2/3 of 15,629) .
- 3/10/2025, 3/10/2026, 3/10/2027: 2024 PRSUs (target 30,675, earned at 100%) vest in three tranches .
- 3/10/2025 & 3/10/2026: 2023 PRSUs last two tranches (10,420) .
Employment Terms
- Employment: Offer letter effective June 3, 2019; at‑will employment; no severance entitlements in offer letter .
- Change-in-Control and Termination Equity Treatment:
- RSUs: Full vesting upon termination in connection with a change in control or upon death/disability; forfeiture upon termination without cause/good reason absent CIC .
- PRSUs: If terminated in connection with a CIC, full vesting at target if performance not yet certified; otherwise at actual; death/disability triggers full vesting of unvested for certified awards; otherwise remain eligible; pro‑rata vesting if terminated without cause/good reason for certified awards .
- Double-trigger protection: If terminated without cause within 24 months after a change in control, all outstanding unvested equity awards under the 2019 Omnibus Plan vest .
- Potential payments (as of 12/31/2024, $6.88 share price):
- Accelerated vesting value: $26,884 (termination without cause/good reason, not in CIC); $1,047,060 (termination without cause/good reason, in CIC); $1,047,060 (death/disability) .
- Clawback: NYSE-compliant recoupment policy adopted Oct 2023; mandatory recovery of erroneously awarded incentive pay following restatements .
- Perquisites/Benefits: 401(k) match $13,424; cellular allowance $1,200; service award $110 for 2024 .
Compensation Structure Tables
Summary Compensation (Bill Drew)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $285,000 | $294,208 | $340,005 |
| Bonus ($) | $0 | $29,640 | $0 |
| Stock Awards ($) | $422,579 | $811,057 | $384,200 |
| Non-Equity Incentive ($) | $0 | $29,640 | $144,117 |
| All Other Comp ($) | $9,150 | $8,826 | $14,734 |
| Total ($) | $716,729 | $1,173,371 | $883,056 |
Grants of Plan-Based Awards (2024)
| Grant | Threshold | Target | Maximum | Units/Type | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Cash Bonus | $21,618 | $144,117 | $288,234 | n/a | n/a |
| PRSUs (3/5/2024) | 4,601 sh | 30,675 sh | 46,012 sh | Performance (AEBITDA) | $134,663 |
| RSUs (3/5/2024) | n/a | n/a | n/a | 30,675 sh, time-based | $134,663 |
| One-time RSUs (3/14/2024) | n/a | n/a | n/a | 15,629 sh, time-based | $114,873 |
Performance Metric Calibration (Company-wide 2024)
| Constant Currency AEBITDA ($M) | <74.2 | 74.2 | 87.3 | 100.4+ | Actual 2024 |
|---|---|---|---|---|---|
| Bonus Payout (%) | 0% | 15% | 100% | 200% | 100% (at $87.4M) |
| PRSU Earned (%) | 0% | 15% | 100% | 150% | 100% (at $87.4M) |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR – value of $100 | 59.06 | 71.41 | 84.42 |
| Net Income (Loss, $M) | (41.4) | (27.1) | (21.5) |
| Constant Currency AEBITDA ($M) | 66.8 | 76.5 | 87.4 |
Shareholder views:
- 2024 Say‑on‑Pay support ~84% of votes cast; Compensation Committee considered feedback and retained pay-for-performance design .
Compensation Governance and Peer Group
- Committee composition: Seshadri (Chair), King, Tranen; FW Cook engaged as independent consultant; independence confirmed .
- 2024 peer group (used for 2024 decisions): 16 industrials (AMOT, CECO, CCF, CMCO, BOOM, EML, EPAC, ESE, GLT, GHM, HURC, KAI, MYE, POWL, TRS, UFPT) .
- 2025 updated peer group: Added ASPN, FTK, NNBR, PRLB, THR; removed CCF, CMCO, ESE, GLT, KAI; PACK at ~30th revenue percentile and ~48th market cap percentile vs 2025 peers .
- Program guardrails: No single-trigger CIC cash payments; clawback; ownership guidelines; hedging/pledging prohibited; no tax gross-ups; minimum vesting; risk assessment .
Related Party Transactions
- Shared Services Agreement with One Madison Group LLC (Sponsor): services and indemnities; fees paid by PACK ~$0.2M (2024), $0.3M (2023, 2022); policy for related party approvals in place .
Investment Implications
- Alignment: Drew exceeds 2× salary ownership guideline and is compensated with a significant mix of PRSUs/RSUs tied to Constant Currency AEBITDA, supporting pay-for-performance alignment .
- Retention/pressure: Multi-year vesting across 2025–2027 (RSUs and PRSUs) provides retention; near-term vest dates (Jan/Mar 2025–2026) could create predictable insider supply windows given time-based RSUs, subject to trading windows and policy .
- Contract risk: No cash severance in offer letter; equity accelerates on double-trigger post-CIC (and specific cases of death/disability), limiting outsized golden parachute risk while preserving protection in transaction scenarios .
- Governance quality: Clawback policy, prohibition on hedging/pledging, and solid say‑on‑pay support (84%) mitigate red-flag risk; absence of stock option grants reduces repricing risk .