Michael Jones
Ranpak HoldingsAbout Michael Jones
Michael A. Jones, 62, has served on Ranpak’s Board since June 2019 and previously served as Vice Chairman and Managing Director, North America (September 2019–November 2022); he became President & CEO of Positec North America in December 2022 while remaining on Ranpak’s Board . Jones holds a B.S. in Business Administration from California Coast University and brings deep operating experience across GE, Husqvarna, and Lowe’s, as well as investor/analyst perspective referenced in his qualifications . He is classified as a Class II director with a term expiring at the 2027 Annual Meeting; the Board has determined he is not independent under NYSE rules (seven other directors are identified as independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ranpak Holdings Corp. | Vice Chairman & Managing Director, North America | Sep 2019–Nov 2022 | Senior leadership role overseeing North America |
| One Madison Corporation | Board Member | Jul 2017–Jun 2019 (Business Combination) | Pre-merger governance involvement |
| Lowe’s Companies, Inc. | Chief Customer Officer | May 2014–Oct 2016 | Responsible for store environment, merchandising, customer experience, marketing, strategy, research |
| Lowe’s Companies, Inc. | Chief Merchandising Officer | Jan 2013–May 2014 | Led domestic/global sourcing and U.S. pricing operations |
| Husqvarna AB | Head, Business Unit Americas & EVP | Jun 2011–Jan 2013 | Led sales, service, manufacturing for North & Latin America |
| Husqvarna AB | Head of Sales and Service, North & Latin America | Oct 2009–Jun 2011 | Regional commercial leadership |
| General Electric | GM, Cooking Products (GE Appliances) | Jun 2007–Oct 2009 | Business unit leadership in appliances |
| General Electric | Various leadership roles | 1994–2007 | Sales, Service, Product Mgmt; Chief Commercial Officer EMEA for GE Consumer & Industrial |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Positec North America | President & CEO | Since Dec 2022 | Operating CEO concurrent with PACK board service |
| Johnson C. Smith University | Board Member | Current | Non-profit governance |
| Children’s National (Washington, DC) | Board Member | Current | Non-profit governance |
Board Governance
- Classification and term: Class II director; term expires at the 2027 Annual Meeting .
- Independence: Not identified among the seven directors deemed independent; Board determined independence for Corley, King, Seshadri, Zumwalt, Dolan, El, Tranen (Jones not listed) .
- Committee memberships: Jones is not shown as a member of Audit, Compensation, or Nominating, Sustainability & Governance committees in the committee membership table .
- Attendance and engagement: In 2024, the Board met six times; each director attended at least 75% of Board and applicable committee meetings; all nine directors then in service attended the 2024 annual stockholders meeting .
- Board leadership: CEO (Omar Asali) also serves as Chair; independent committee structures and regular executive sessions led by the independent NS&G Chair (Thomas Corley) .
Fixed Compensation
| Fiscal Year 2024 | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael A. Jones | $0 | $174,989 | $174,989 |
- Structure and director elections: Annual retainer of $75,000 (paid quarterly) may be taken in stock at the director’s election; Jones elected stock in lieu of cash for the annual retainer . Committee chair fees: +$20,000 (Audit chair), +$10,000 (other committee chairs); Compensation Committee chair will receive +$15,000 starting in 2025 .
- Equity grants: Non-employee directors receive annual RSU grants (~$100,000) granted on the annual meeting date, vesting on the earlier of the first anniversary or the next annual meeting; Jones had 15,625 RSUs outstanding at FYE 2024 .
Performance Compensation
| Item | Details |
|---|---|
| RSU vesting policy | Annual RSU grant (~$100,000) vests on the earlier of 1 year after grant or the next annual stockholders meeting |
| RSUs vesting timeline (near-term) | 15,625 RSUs will vest within 60 days of March 28, 2025 for Jones (and certain other directors) |
| Performance metrics tied to director pay | None disclosed; director equity is time-based RSUs (no director PSUs/options disclosed) |
Other Directorships & Interlocks
| Company/Entity | Type | Relationship to PACK | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Positec North America | Private/Operating Company | External | Concurrent CEO role; no related-party transaction with Positec disclosed in returned proxy sections |
| Johnson C. Smith University | Non-profit | External | Non-profit board; no PACK conflicts disclosed |
| Children’s National (Washington, DC) | Non-profit | External | Non-profit board; no PACK conflicts disclosed |
Related-person transactions are reviewed under a formal policy and routed to the Audit Committee; the proxy details a Shared Services Agreement with the Sponsor (One Madison Group LLC) but does not attribute this to Jones personally in the returned sections .
Expertise & Qualifications
- Strong business and financial acumen; ability to read operational financials and balance sheets; noted sell-side and buy-side analyst experience in his qualifications .
- Extensive operating leadership across blue-chip and industrial companies (GE, Husqvarna, Lowe’s) spanning merchandising, sourcing, pricing, and multi-region P&L oversight .
- Current CEO experience in consumer products (Positec), reinforcing strategic and commercial insights .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Vesting ≤60 Days of 3/28/2025 | Shares Outstanding Reference Date |
|---|---|---|---|---|
| Michael A. Jones | 223,683 | <1% | 15,625 | 84,222,329 (as of 3/28/2025) |
- Hedging and pledging: Company policy prohibits hedging and pledging of Ranpak securities by directors; margin holding is also prohibited .
- Ownership guidelines: Non-employee directors must hold stock valued at least 3x their annual cash retainer; if not met, sales are restricted to tax-covering only; compliance status for Jones specifically is not disclosed .
- Options: Company indicates it does not currently grant stock options as part of its equity compensation program; director compensation disclosures reflect RSUs and stock grants in lieu of cash .
Governance Assessment
- Independence and committee roles: Jones is not independent under NYSE rules and is not listed on any of the three standing committees, which can limit direct influence over audit, compensation, and governance oversight .
- Attendance and engagement: Board-level attendance threshold met (≥75%) and annual meeting participation, supporting baseline engagement .
- Alignment: Election to receive retainer in stock with time-based RSU awards indicates equity alignment; he holds 223,683 shares with additional RSUs vesting near-term, though overall stake is <1% .
- Conflicts and related-party exposure: Prior executive role at Ranpak (ended Nov 2022) and current external CEO role at Positec merit monitoring for potential conflicts and time commitments; the proxy outlines robust related-person transaction review processes, and the returned sections do not identify Jones-specific related-party transactions .
- Risk indicators: Hedging/pledging bans reduce misalignment risks; board structure features independent committees and regular executive sessions led by an independent committee chair, offsetting combined CEO/Chair leadership concentration .