Michael Gliedman

About Michael Gliedman

Michael S. Gliedman (61) is Ranpak’s Chief Technology Officer (since March 2020) and a Class I director (since June 2019), overseeing all aspects of technology for the company; he holds an MBA from Columbia Business School and a BA in Computer Science from Brandeis University . Prior roles include SVP/CIO at the National Basketball Association (1999–2017), SVP, Application Development at Viacom (1997–1999), and Principal at Booz Allen & Hamilton (1991–1997) . Company performance during his tenure shows cumulative TSR value of an initial $100 investment at $137.56 (2020), $384.65 (2021), $59.06 (2022), $71.41 (2023), and $84.42 (2024); Constant Currency AEBITDA was $93.7m (2020), $117.8m (2021), $66.8m (2022), $76.5m (2023), and $87.4m (2024) .

Past Roles

External Roles

Board Governance

• Director class and tenure: Class I director; director since 2019; term ends at the 2026 annual meeting .
• Committee roles: No committee memberships listed for Gliedman in the directors table .
• Independence: Not independent (Board determined seven independent directors; list excludes Gliedman) .
• Board leadership and independent oversight: CEO also serves as Chairman; executive sessions of non-management directors are presided over by the NSG Committee Chair (Thomas F. Corley) .
• Attendance: Each Board member attended ≥75% of Board and committee meetings in 2024 .
• Director compensation: Employees serving as directors (including Gliedman) receive no additional director compensation . Non‑employee directors receive a $75,000 cash retainer plus ~ $100,000 annual equity grant (for context) .

Fixed Compensation

• Specific CTO base salary, target bonus, and paid bonus amounts for Michael Gliedman are not disclosed in the proxy; the CD&A covers NEOs (CEO, CFO, regional MDs) and broader program design .

Performance Compensation

Company program (applicable to executives broadly):

• Annual cash bonus metric (2024): Constant Currency AEBITDA; threshold $74.2m (15%), target $87.3m (100%), max $101.9m (200%); actual AEBITDA was $87.4m, yielding 100% payout for participants .
• PRSUs (2024): Earn-out based on Constant Currency AEBITDA with threshold $74.2m (15%), target $87.3m (100%), max $100.4m (150%); actual AEBITDA of $87.4m resulted in 100% of target earned; PRSUs vest over three years .
• RSUs: Time-based; 2024 RSUs vest over two years; starting in 2025 RSUs move to a three-year vesting schedule .

Note: The proxy does not specify Michael Gliedman’s individual grant sizes; table reflects company plan metrics and outcomes .

Equity Ownership & Alignment

• Hedging/pledging: Prohibited for employees and directors; securities may not be held on margin .
• Stock ownership guidelines: Executives must hold minimum multiples of salary; directors must hold ≥3x annual cash retainer; guidelines restrict selling if below thresholds (individual compliance not disclosed for Gliedman) .

Employment Terms

• Role start date: CTO since March 2020 .
• Change-in-control treatment (plan level): Awards accelerate or convert per 2019 Omnibus Incentive Plan; if awards are not continued/converted, they vest and settle at change in control; if continued/converted, double‑trigger acceleration upon termination without cause within 24 months post‑CoC .
• Award agreements: RSUs and PRSUs provide full or pro‑rata vesting under specified termination scenarios; LTIP PRSUs include special treatment on death, disability, CoC; these provisions are disclosed for NEOs and governed by plan terms for other executives .
• Clawback: NYSE‑compliant recoupment policy adopted in October 2023 for incentive compensation upon material restatement; recovery is mandatory .

Performance & Track Record

Additional governance and shareholder feedback:

• Say‑on‑Pay support: ~84% of votes cast in favor at the 2024 annual meeting; Compensation Committee monitors feedback and maintains pay‑for‑performance alignment .
• Compensation peer group updates: 2025 group refreshed (adds ASPN, FTK, NNBR, PRLB, THR; removes CCF, CMCO, ESE, GLT, KAI); Ranpak’s revenue and market cap were at ~30th and 48th percentiles vs peers .

Director Compensation (Context and Dual-Role Implications)

• Non‑employee director program: $75,000 annual cash retainer; committee chair fees ($20,000 Audit; $10,000 other; $15,000 Comp Committee chair starting 2025); ~$100,000 annual equity grant .
• Dual‑role implication for Gliedman: As an employee director, he receives no additional director compensation; his director status is non‑independent, but he is not on Board committees, and independent committees provide oversight .

Investment Implications

• Alignment: Prohibition on hedging/pledging and multi‑year vesting (PRSUs, RSUs) support long‑term alignment and reduce short‑term selling incentives; stock ownership guidelines further constrain dispositions if thresholds are unmet .
• Retention risk: Three‑year PRSU and evolving three‑year RSU schedules enhance retention; award acceleration mechanics are conventional with double‑trigger protection under the plan, limiting abrupt turnover costs while preserving performance linkage .
• Governance considerations: CTO’s board seat introduces non‑independence but is counterbalanced by fully independent Audit, Compensation, and Nominating/Sustainability/Governance committees and routine executive sessions led by an independent chair, sustaining oversight quality .
• Ownership signal: Beneficial ownership increased from 58,915 shares (2024) to 80,078 (2025), still <1%, implying limited direct trading pressure from personal holdings while maintaining meaningful “skin‑in‑the‑game” for an operating executive .