Sara Horvath
Ranpak HoldingsAbout Sara Horvath
Sara A. Horvath serves as Executive Vice President, Chief Legal Officer & Secretary of Ranpak (PACK), and is the designated corporate secretary contact for stockholder communications to the Board . In certain 2025 filings, her title appears as EVP, Chief Legal & HR Officer, reflecting expanded remit across legal and human resources . Company executive compensation programs are anchored to Constant Currency AEBITDA for annual cash bonuses and PRSUs, with multi‑year equity vesting structures designed to reinforce pay‑for‑performance and retention . Ranpak’s Constant Currency AEBITDA improved to $87.4 million in 2024 from $76.5 million in 2023 and $66.8 million in 2022, with company TSR (value of $100 investment) also rising over this period .
Past Roles
Not disclosed in proxy or 8‑K filings reviewed. (No biography section for Sara Horvath was provided in Executive Officers pages.)
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
External Roles
Not disclosed in proxy or 8‑K filings reviewed.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | — |
Fixed Compensation
Specific base salary, target bonus %, and actual bonus amounts for Sara Horvath are not provided; she was not listed among named executive officers (NEOs) in 2024–2023 Summary Compensation Tables . Company‑wide annual cash bonus design for executives uses Constant Currency AEBITDA thresholds with linear interpolation for payout .
Company Annual Cash Bonus Metric and 2024 Outcome
| Metric | Threshold | Target | Maximum | 2024 Actual | 2024 Payout Basis |
|---|---|---|---|---|---|
| Constant Currency AEBITDA (USD mm) | $74.2 | $87.3 | $101.9 | $87.4 | 100% of target |
Company Annual Cash Bonus Metric and 2023 Outcome
| Metric | Threshold | Target | Maximum | 2023 Actual | Discretionary Adjustment | 2023 Payout Basis |
|---|---|---|---|---|---|---|
| AEBITDA (USD mm) | $74.2 | $87.3 | $101.9 | $76.5 | +25% approved Mar 5, 2024 | 50% of target |
Performance Compensation
Ranpak’s long‑term incentives combine PRSUs (earned 0–150% against Constant Currency AEBITDA) and RSUs with time‑based vesting. Sara’s specific grants are not disclosed; design below reflects company program in 2024–2025 .
Incentive Design and Vesting Schedules
| Incentive Type | Performance Metric | Weighting/Range | Vesting | Notes |
|---|---|---|---|---|
| PRSUs (2024) | Constant Currency AEBITDA (year of grant) | 0–150% of target | 3 equal annual tranches (Mar 10, 2025/2026/2027) | Target $87.3mm; achievement at $87.4mm → 100% earned |
| RSUs (2024) | — | — | 2 equal tranches (Mar 10, 2025/2026) | Standard annual awards |
| One‑time RSUs (Mar 2024) | — | — | 3 tranches (Mar 14, 2024; Mar 10, 2025; Mar 10, 2026) | Discretionary retention to supplement 2023 PRSU attainment |
| Program shift (2025) | — | — | RSU vesting moved to 3 years | Enhances long‑term alignment/retention |
PRSU Earning Curve (illustrative per plan)
| Constant Currency AEBITDA (USD mm) | % of Target PRSUs Earned |
|---|---|
| < $74.2 | 0% |
| Threshold: $74.2 | 15% |
| Target: $87.3 | 100% |
| Maximum: ≥ $100.4 | 150% |
Equity Ownership & Alignment
- Stockholder communications to the Board are addressed to the attention of Secretary Sara Horvath, evidencing her gatekeeper role for governance correspondence .
- Hedging and pledging of Ranpak securities are prohibited for all employees and directors; holding on margin is also prohibited .
- Executive stock ownership guidelines require 5× base salary for the CEO and 2× base salary for executive officers; individuals not in compliance may not sell shares except to cover taxes on vesting during the year. Sara’s compliance status is not disclosed .
Employment Terms
Specific employment/severance terms for Sara Horvath are not disclosed. Company policies and award agreements include:
- Clawback policy (NYSE‑compliant) adopted Oct 2023, mandating recovery of erroneously awarded incentive comp for restatements within 3 years; no misconduct required .
- Anti‑hedging/pledging policy applicable to employees and directors .
- Equity award treatment on termination/change‑in‑control: RSUs fully vest upon death/disability or termination in connection with change‑in‑control; PRSUs pro‑rated if performance certified, with full vesting based on target/actual depending on certification; double‑trigger acceleration within 24 months post‑change‑in‑control for unvested awards .
Performance & Track Record
Company performance context for pay‑for‑performance:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD mm) | $326.5 | $336.3 | $368.9 |
| EBITDA (USD mm) | $48.7* | $56.3* | $63.6* |
Values retrieved from S&P Global.*
| Compensation‑linked Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Constant Currency AEBITDA (USD mm) | $66.8 | $76.5 | $87.4 |
| Company TSR (Value of $100 Investment) | $59.06 | $71.41 | $84.42 |
Compensation Peer Group (Benchmarking)
Ranpak uses peer groups for compensation benchmarking, with FW Cook advising the Compensation Committee. Peer composition evolved from 2023 to 2025 to better fit financial size/industry .
- 2023 peers (selected): AMOT, CECO, CCF, CMCO, BOOM, EML, EPAC, ESE, GHM, HURC, KAI, MYE, POWL, TRS, UFPT .
- 2024 peers reaffirmed with Constant Currency AEBITDA focus .
- 2025 peers updated: removed CCF, CMCO, ESE, GLT, KAI; added ASPN, FTK, NNBR, PRLB, THR .
Say‑on‑Pay & Shareholder Feedback
Approximately 84% of votes cast supported Ranpak’s NEO compensation at the 2024 annual meeting; the Compensation Committee noted broad satisfaction with design and continues engaging investors . Say‑on‑pay is again proposed in 2025 with CD&A and tables outlining program details .
Risk Indicators & Red Flags
- Positive controls: NYSE‑compliant clawback policy; prohibition on hedging/pledging; independent Compensation Committee and consultant; minimum vesting requirements; no single‑trigger change‑in‑control payments; no tax gross‑ups for executive officers .
- Vesting and equity pace suggest manageable insider selling pressure given anti‑hedging/pledging policy and multi‑year vesting designs for RSUs/PRSUs .
Investment Implications
- Alignment: Company‑wide pay architecture ties annual/long‑term incentives to Constant Currency AEBITDA with multi‑year vesting, and prohibits hedging/pledging—strong structural alignment for senior executives including the CLO role .
- Retention risk mitigants: Shift to 3‑year RSU vesting in 2025 and continued use of PRSUs support retention and long‑term alignment; presence of clawback and double‑trigger protections balance governance and executive certainty .
- Data gaps: Sara Horvath’s individual compensation, ownership, and grant specifics are not disclosed (not a named executive), limiting person‑specific signals; investors should monitor future proxies or Form 4 filings for any updates. Attempted Form 4 retrieval encountered authorization error, so recent insider transactions could not be analyzed.