Salil Seshadri
Ranpak HoldingsAbout Salil Seshadri
Salil Seshadri is an independent director of Ranpak (PACK), serving on the Board since June 2019. He is Chief Investment Officer and a founding partner of One Madison Group; previously he was CIO and a founding partner of JS Capital (2011–2023) after investment roles at Soros Fund Management and Goldman Sachs. He holds a B.A. in Economics (Psychology concentration) from Columbia University and is 48 years old .
| Item | Detail |
|---|---|
| Age | 48 |
| Director since | June 2019 |
| Current primary role | CIO & founding partner, One Madison Group |
| Education | B.A., Economics (Psychology concentration), Columbia University |
| Independence status | Board determined Independent (NYSE rules) |
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JS Capital Management LLC | Chief Investment Officer, founding partner | 2011–2023 | Led private investment firm; multi-asset investing |
| Soros Fund Management | Senior member, investment team | 2009–2011 | Public/private investing across industries |
| Goldman Sachs – Hedge Fund Strategies | Vice President | 2002–2008 | Portfolio/manager diligence and allocation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| One Madison Group, LLC | CIO & founding partner | Private | Registered investment adviser; long-term public/private investments |
| WheelsEye; Plenty; Pickle Robot; MUSIC; Anello Photonics; Carbone Fine Foods | Board member or Observer | Private | Current board/observer roles noted in PACK proxy |
Board Governance
| Committee | Membership | Chair role | 2024 meetings | Notes |
|---|---|---|---|---|
| Compensation Committee | Member | Chair | 5 | Oversees CEO/NEO pay, may retain independent consultant (FW Cook) |
| Nominating, Sustainability & Governance (NS&G) | Member | — | 5 | Oversees board composition, independence, ESG oversight |
| Audit Committee | Not a member | — | 11 | Audit members/financial experts designated; Seshadri not listed |
- Independence, attendance, engagement
- Independent: Board determined Seshadri is independent under NYSE rules .
- Attendance: In 2024, each director attended at least 75% of Board and committee meetings; Board met 6x, Compensation 5x, NS&G 5x; all nine directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session each quarterly Board meeting, presided over by independent director Thomas F. Corley (NS&G Chair). The Board has not designated a lead independent director .
Fixed Compensation (Director)
| Component | Amount/Structure | 2024 Actual for S. Seshadri |
|---|---|---|
| Annual Board retainer (cash or stock at election) | $75,000 policy | $10,000 cash fees (likely committee chair fee) |
| Committee chair fees | Audit Chair: +$20,000; Other committee chairs: +$10,000; Compensation Chair increases to +$15,000 starting 2025 | $10,000 cash fees (Comp Chair) |
| Meeting fees | None disclosed | — |
| Total cash fees (2024) | — | $10,000 |
Performance Compensation (Director Equity)
| Component | 2024 Amount | Vesting/Notes |
|---|---|---|
| Annual director equity grant (policy) | ≈$100,000 grant value | Vests on earlier of 1-year anniversary or next annual meeting |
| Stock awards received (2024) – S. Seshadri | $174,989 | Includes annual RSU grant and fully vested shares elected in lieu of cash retainer |
| RSUs outstanding at 12/31/2024 (directors) | 15,625 units per NED | As of FYE 2024 |
Other Directorships & Interlocks
| Relationship | Nature | Governance/Conflict Note |
|---|---|---|
| One Madison Group (founding partner with CEO Omar Asali) | Sponsor/affiliated investment firm | Executive Chair/CEO and director (Asali) and director Seshadri are co-founders; also Ranpak CFO Bill Drew is MD at One Madison, indicating tight affiliations |
| JS Capital LLC | 36.3% shareholder of Ranpak as of 3/28/2025 | JS Capital granted a Board observer right; previously Seshadri served as CIO/founding partner (2011–2023). JS Capital agreed in a Support Agreement to vote its 30,530,897 shares in favor of Amazon warrant share issuance under NYSE Rule 312.03(c) |
| Board Observers | JS Capital LLC; Soros Capital LLC; Schusterman Family Investments | Each has the right to designate one observer; currently three observers |
| Amazon Warrant | Strategic customer/partner | Board approved warrant to buy up to 18,716,456 shares (vests with Qualified Payments up to $400M; exercise price $6.8308; term to 1/28/2033) subject to stockholder approval for “Excess Warrant Shares” under NYSE rules |
Expertise & Qualifications
- Financial and investment acumen across public and private markets; ability to evaluate operational financials and balance sheets; extensive director/owner experience across multiple industries .
- As Compensation Committee Chair, oversees executive compensation design, risk, and use of independent consultant (FW Cook, assessed independent in 2024). Signed the Compensation Committee Report included in the proxy .
Equity Ownership
| Holder | Direct Shares | Indirect/Trust | RSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Salil Seshadri | 490,682 | 214,016 (children’s trusts; investment control) | 15,625 | 720,323 | <1% (*) |
- Ownership policy and alignment
- Stock ownership guidelines: Non-employee directors must hold stock equal to at least 3x annual cash retainer; if below guideline, sales restricted except to cover taxes on vesting .
- Hedging and pledging prohibited for directors; no margin holding permitted .
Governance Assessment
- Potential RED FLAGS / Conflicts
- Concentrated shareholder influence: JS Capital controls 36.3% of shares and has a Board observer; it entered a Support Agreement to vote its shares for the Amazon warrant share issuance, potentially shaping outcomes on key matters .
- Affiliation interlocks: Seshadri (CIO, One Madison) co-founded the sponsor with Ranpak’s CEO; Ranpak’s CFO also serves as MD at One Madison, indicating close ties between management and an affiliated investment firm .
- Mitigants / Positive signals
- Independence determination: Board affirms Seshadri is independent under NYSE rules; Board committees (Audit, Compensation, NS&G) are fully independent .
- Oversight practices: Regular executive sessions led by an independent director; robust anti-hedging/pledging policy; NYSE-compliant clawback adopted in Oct 2023; director stock ownership guidelines in place .
- Shareholder support: Say-on-Pay received ~84% support in 2024, indicating general investor alignment with compensation practices overseen by the Compensation Committee .
Notes on Attendance and Engagement
- 2024 meetings: Board (6), Audit (11), Compensation (5), NS&G (5); each director attended ≥75% of their meetings; all nine directors attended the 2024 annual meeting .
Director Compensation — 2024 (Detail)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Salil Seshadri | $10,000 | $174,989 | $184,989 |
Policies and Program Design (for context)
- Non-employee director compensation: $75,000 annual retainer (electable in stock), committee chair fees (Audit $20,000; others $10,000; Comp Chair $15,000 starting 2025), annual equity grant ≈$100,000, one-year vesting .
Related-Party & Conflicts Policy
- The Audit Committee reviews and approves related person transactions under a written policy; the Code of Ethics requires prompt disclosure and NS&G oversight of potential conflicts .