Omar Asali
Ranpak HoldingsAbout Omar Asali
Omar Asali, 54, has served as Ranpak’s Chairman and Chief Executive Officer since June 2019; he is a founding partner of One Madison Group and previously held senior investing and operating roles at HRG, Spectrum Brands, Harbinger Capital, and Goldman Sachs Hedge Fund Strategies and Investment Banking. He holds an MBA from Columbia Business School and a BS in Accounting from Virginia Tech, and currently serves as a director at Carbone Fine Food, Pickle Robot Company, and Plenty Unlimited . In 2024, Ranpak achieved Constant Currency AEBITDA of $87.4 million, driving a 100% PRSU payout at target for executives . The company’s pay-versus-performance disclosures track cumulative TSR versus the DJUS Containers & Packaging Index, alongside net income and Constant Currency AEBITDA, to contextualize “compensation actually paid” .
Asali is both CEO and Chairman; the Board conducts executive sessions of non-management directors at each quarterly meeting, presided by independent director Thomas F. Corley, and maintains fully independent Audit, Compensation, and Nominating, Sustainability & Governance Committees . Board attendance met at least 75% for all directors, and all nine directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HRG Group | President & CEO | — | Led portfolio companies; served as Vice Chairman of Spectrum Brands; board roles at F&G Life and Front Street Re |
| Harbinger Capital | Managing Director & Head of Global Strategy | — | Led multi-billion AUM strategy through market cycles |
| Goldman Sachs Hedge Fund Strategies | Co-head; Co-chair, Investment Committee | 2003 onward | Helped manage ~$25B of capital; product/platform leadership |
| Goldman Sachs Investment Banking Division | Investment banker | pre-2003 | Corporate finance and strategic advisory experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| One Madison Group | Founding Partner | — | Registered investment advisor; long-term investments in industrial tech, AI, robotics, consumer brands |
| Carbone Fine Food | Director | — | Current public/private company board service |
| Pickle Robot Company | Director | — | Robotics/automation domain exposure |
| Plenty Unlimited | Director | — | Agtech/controlled environment agriculture exposure |
| Virginia Tech Foundation | Board service | — | Prior philanthropic board service |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $— | $— | $390,000 (prorated from May 1, 2024; base of $600,000) |
| Target Bonus (%) | — | — | 100% of base salary (effective May 1, 2024) |
| Non-Equity Incentive Plan ($) | $— | $— | $600,000 |
| All Other Compensation ($) | $— | $— | $4,754 |
| Total Compensation ($) | $1,267,759 | $2,611,990 | $2,147,373 |
| 2025 Changes | Detail |
|---|---|
| Base Salary | Increased to $700,000 beginning March 16, 2025 |
| Target Bonus | Remains at 100% of base salary |
| CEO Pay Ratio | 30:1 for 2024 |
Performance Compensation
| Incentive Type | Performance Metric | Threshold | Target | Maximum | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Constant Currency AEBITDA | $90,000 | $600,000 | $1,200,000 | $87.4m AEBITDA | $600,000 | Cash (paid for 2024) |
| 2024 PRSUs | Constant Currency AEBITDA | 0% below $74.2m | 100% at $87.3m | 150% at ≥$100.4m | $87.4m (100%) | 92,027 PSUs at target | Three tranches: Mar 10, 2025/2026/2027 |
Notes:
- PRSUs are earned 0–150% based on 2024 Constant Currency AEBITDA; actual achievement was 100% .
- CEO equity program includes PRSUs and time-based RSUs; company did not grant stock options in 2024 .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 4,403,953 shares | Includes direct and indirect holdings (see breakdown) |
| Ownership % of Outstanding | 5.2% (out of 84,222,329 shares) | Computed per proxy methodology |
| Direct Holdings | 2,379,544 shares | As of March 28, 2025 |
| Trusts | 343,220 shares (Michael Asali trust) + 343,220 shares (Yasmeen Asali trust) | May be deemed beneficially owned |
| OM Group LLC | 4,290 shares (manager; disclaims except pecuniary interest) | Voting/dispositive control |
| Vivoli Holdings | 1,333,679 shares (controls; disclaims except pecuniary interest) | Voting/dispositive control |
| Unvested RSUs (12/31/2024) | 31,258; 92,026; 240,000; 31,260 units | Market value at $6.88 shown in proxy |
| Unearned PRSUs (12/31/2024) | 92,027 target (2024 PRSUs); 640,000 LTIP PRSUs target | LTIP PRSUs eligible across 2023–2025 |
| RSU Vesting Policy | Full vesting upon CIC, death, or disability | Forfeiture upon termination without cause/good reason |
| PRSU Vesting Policy | Pro-rata vesting on termination without cause/good reason (if certified); full vest on CIC at target if not certified | Full vest on death/disability (if certified) |
| LTIP PRSU Policy | Board sets CIC achievement level; pro-rata on termination without cause/good reason; remains eligible on death/disability | Double-trigger: all awards vest if terminated without cause within 24 months post-CIC |
| Hedging/Pledging | Prohibited for employees and directors | No margin accounts; no pledging allowed |
| Ownership Guidelines | CEO must hold ≥5x base salary; Asali exceeds requirement | Sale restrictions until compliance; excludes unearned PRSUs |
Option Exercises and Stock Vested (2024):
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 66,258 |
| Value Realized on Vesting ($) | $388,999 |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Offer letter dated June 3, 2019; at-will; no severance entitlements |
| Severance Plan | Company does not maintain formal severance plan for NEOs; specific agreements exist only for certain non-CEO NEOs |
| Clawback Policy | NYSE-compliant compensation recoupment policy adopted Oct 2023; mandatory recovery on restatement without misconduct requirement |
| Anti-Hedging/Pledging | Hedging and pledging prohibited; policy filed with 2024 10-K |
| CIC/Termination Vesting | RSUs fully vest on CIC/death/disability; PRSUs pro-rata/forfeit depending on certification; double-trigger full vest within 24 months after CIC if terminated without cause |
| Potential Payments (as of 12/31/2024) | Accelerated vesting of equity: $80,651 (termination without cause/good reason, not CIC) ; $3,347,608 (termination without cause/good reason in connection with CIC) ; $3,347,608 (death or disability) . Cash severance: $— in all scenarios |
2024 Equity Awards and Vesting Schedule (CEO)
| Award | Grant Date | Type | Shares/Units | Grant Date Fair Value ($) | Vesting Dates |
|---|---|---|---|---|---|
| Annual PRSUs | March 5, 2024 | PRSU | Target 92,027 | $403,999 | Mar 10, 2025; Mar 10, 2026; Mar 10, 2027 |
| Annual RSUs | March 5, 2024 | RSU | 92,026 | $403,994 | Mar 10, 2025; Mar 10, 2026 |
| One-time RSUs (2023 PRSU supplement) | March 14, 2024 | RSU | 46,888 | $344,627 | Mar 14, 2024; Mar 10, 2025; Mar 10, 2026 |
| Broad-based Retention RSUs | August 7, 2023 | RSU | 240,000 | — | Jan 1, 2025; Jan 1, 2026 |
| 2023 PRSUs (remaining tranches) | February 28, 2023 | PRSU | Remaining tranches of prior award | — | Mar 10, 2025; Mar 10, 2026 |
| LTIP PRSUs | May 26, 2021 | PRSU (LTIP) | Target 640,000 | — | Earned across 2023–2025 annual measurement periods (0–300% of target) |
Board Governance (dual-role implications)
- Role and Tenure: Asali is Chairman and CEO since 2019; Class III director standing for re-election in 2025 .
- Independence and Committees: Board has seven independent directors; Audit, Compensation, and Nominating, Sustainability & Governance Committees are fully independent .
- Executive Sessions: Non-management directors meet in executive session at each quarterly meeting, presided by independent Chair of the Nominating, Sustainability & Governance Committee (Thomas F. Corley); no designated lead independent director .
- Attendance: Each Board member attended ≥75% of Board and committee meetings in 2024; all nine directors attended the 2024 annual meeting .
- Compensation Committee: Independent members Salil Seshadri (Chair), Robert C. King, and Alicia Tranen; FW Cook serves as independent compensation consultant; peer group refreshed in 2024/2025 .
Say-on-Pay & Compensation Peer Group
- 2024 Say-on-Pay approval: ~84% of votes cast supported NEO compensation .
- Peer Groups: 2024 peer group included AMOT, CECO, CCF, CMCO, BOOM, EML, EPAC, ESE, GLT, GHM, HURC, KAI, MYE, POWL, TRS, UFPT; 2025 peer group replaced five names with ASPN, FTK, NNBR, PRLB, THR; Ranpak revenues/market cap at ~30th/48th percentiles versus the 2025 group .
Investment Implications
- Alignment: Significant personal stake (5.2% ownership) and strict anti-hedging/pledging policies plus 5x salary ownership guideline (exceeded) signal strong alignment; scheduled vesting clusters (Mar 10, 2025/2026/2027; Jan 1, 2025/2026) are key dates for potential supply from vesting-related sales .
- Pay-for-Performance: 2024 cash bonus and PRSUs tied solely to Constant Currency AEBITDA, which hit target ($87.4m); continued reliance on single metric concentrates incentives on profitability and cash generation, with multi-year PRSU vesting supporting retention .
- Retention and CIC Economics: No cash severance for CEO, but meaningful equity acceleration under CIC (single- and double-trigger mechanics) creates event-driven payout sensitivity; termination without CIC yields limited pro-rata equity acceleration .
- Governance Risk Mitigants: Dual CEO/Chair role is offset by independent committees and regular executive sessions, but absence of a designated lead independent director warrants monitoring; shareholder support for compensation (84% in 2024) indicates acceptable alignment to investors .