Thomas Corley
Ranpak HoldingsAbout Thomas F. Corley
Thomas F. Corley, 62, has served as an independent director of Ranpak since June 2019 (previously a director of One Madison Corporation prior to the business combination). He is CEO and President of Community Coffee, Inc., and brings 35 years of CPG leadership experience including senior roles at Kraft Foods. He holds a B.A. in Business Administration and Management from the University of St. Thomas (MN). Corley currently chairs Ranpak’s Nominating, Sustainability & Governance Committee and presides over executive sessions of non-management directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Group | EVP & President, Retail Sales & Foodservice; SVP of Sales; various VP roles | ~2009–2015 (senior roles), with 30-year tenure overall | Led retail sales and foodservice; drove customer collaboration, commercialization, acquisition integration, organizational development |
| Acosta, Inc. | Chief Operating Officer | Jan 2016 – Dec 1, 2016 | Oversaw Sales and Foodservice divisions; designed operating strategies and sales org |
| Catalina | EVP, Chief Global Revenue Officer | Oct 2017 – Jan 2020 | Responsible for global retailer/manufacturer revenue and engagements |
| One Madison Corporation | Director | Jul 2017 – business combination (Jun 2019) | Pre-SPAC sponsor oversight before Ranpak business combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Community Coffee, Inc. | Chief Executive Officer & President | Current | Operates in consumer goods; potential customer exposure to packaging markets |
| Carbone Sauce USA | Director | Current | Board service at a food brand company |
| Advantage Sales and Marketing | Former Independent Director | Prior (dates not disclosed) | Private/portfolio company board experience |
| PRE-Brands | Former Independent Director | Prior (dates not disclosed) | Private brand experience |
| Various (Cacique Foods, Plenty Indoor Agriculture, Revlon, Inc., Verde Farms, Trax USA, Bowery Farms, Vybes Beverages, Genpact USA) | Advisor | Prior | Advisory roles across CPG/retail and technology-enabled services |
Board Governance
- Committee assignments: Chair, Nominating, Sustainability & Governance Committee; members include Corley, Seshadri, Zumwalt, and El; all are NYSE-independent.
- Independence: Board determined Corley is independent under NYSE rules; seven directors overall qualified as independent.
- Executive sessions: Non-management director executive sessions occur at each regularly scheduled quarterly Board meeting, presided over by Corley.
- Board structure: Combined CEO/Chair (Omar Asali); Board currently does not designate a lead independent director.
- Attendance: In 2024, Board met 6 times; Compensation 5; NSG 5; Audit 11; each director attended at least 75% of their meetings; all nine directors attended the 2024 annual stockholders meeting.
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears; may elect stock in lieu of cash |
| Committee chair fee (non-Audit) | $10,000 | Applies to chairs of committees other than Audit; Audit chair fee is $20,000 |
| Corley 2024 cash fees (retainer + chair) | $85,000 | Chair of NSG committee; total cash reported |
| Annual director equity grant (RSUs) | ~$100,000 | Granted on annual meeting date; vests on earlier of 1-year anniversary or next annual meeting |
| Corley 2024 stock awards (grant date fair value) | $100,000 | RSUs valued per ASC 718 |
Performance Compensation
- Non-employee director equity awards are time-based RSUs; no director PSUs or options disclosed for 2024.
- Company-wide executive performance metrics (for context on governance/pay-for-performance oversight by Board/Comp Committee):
| Metric | Threshold | Target | Maximum | Actual 2024 Result |
|---|---|---|---|---|
| Constant Currency AEBITDA (millions) | $74.2 (15% PRSUs earned) | $87.3 (100% earned) | $100.4+ (150% earned) | $87.4; 100% of target PRSUs earned |
- Compensation Committee retains independent consultant (FW Cook); clawback policy adopted Oct 2023 per NYSE and SEC rules; hedging and pledging prohibited.
Other Directorships & Interlocks
| Entity | Relationship to Ranpak | Potential Interlock/Conflict Consideration |
|---|---|---|
| Community Coffee, Inc. (Corley CEO/President) | Customer-side CPG operations; not disclosed as related party | No related-party transaction disclosed involving Corley; standard conflict policies in place |
| Carbone Sauce USA (Corley Director) | Food brand; packaging needs possible | No disclosed transactions with Ranpak; oversight via Related Person Transactions policy |
Expertise & Qualifications
- CPG and retail sales leadership; revenue management; commercialization; acquisition integration; organizational development; global data services (Catalina); deep senior relationships across CPG/retail.
- Governance: Chairs NSG Committee overseeing board composition, independence determinations, and ESG oversight.
- Education: B.A., University of St. Thomas (MN).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs vesting within 60 days |
|---|---|---|---|
| Thomas F. Corley | 136,881 | * (less than 1%) | 15,625 |
- Stock ownership guidelines: Non-employee directors must hold stock equal to at least 3x annual cash retainer; if not met, may not sell shares except to cover taxes on vesting; unearned PRSUs excluded from compliance calculation.
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Ranpak stock.
Governance Assessment
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Strengths:
- Independence and leadership: Corley is NYSE-independent, chairs NSG, and presides over executive sessions, enhancing independent oversight.
- Transparent director pay: Cash retainer plus modest chair fee and annual RSU grant, with clear vesting and no options; alignment via ownership guidelines and prohibition on hedging/pledging.
- Active engagement: Board and committees met regularly with strong attendance; stockholder engagement program reported.
-
Watch items:
- Combined CEO/Chair without a designated lead independent director; mitigated somewhat by Corley presiding over executive sessions.
- Sponsor Shared Services Agreement (fees of ~$0.2–0.3 million annually) indicates related-party exposure at the company level; no Corley-specific RPTs disclosed.
-
Shareholder signals:
- 2025 meeting results: Say-on-Pay approved (69,523,322 for; 1,037,185 against; 52,762 abstain; 5,695,191 broker non-votes), supporting compensation governance.
- Auditor ratification and warrant issuance proposals passed with wide margins.
Fixed Compensation (Detail Table)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas F. Corley | $85,000 | $100,000 | $185,000 |
- RSUs outstanding at FY2024 year-end: 15,625 for Corley.
- Pay elements: Annual retainer $75,000; NSG chair fee $10,000; annual equity grant ~$100,000 RSUs.
Performance Compensation (Director-Specific)
- None disclosed for non-employee directors; Corley’s equity grants are time-based RSUs, not performance-based.
RED FLAGS
- No lead independent director despite combined CEO/Chair structure; continued monitoring warranted.
- Related-party services agreement with Sponsor (company-level); ensure ongoing Audit Committee oversight; no Corley-specific transactions disclosed.
Overall, Thomas F. Corley exhibits strong governance credentials as an independent director with relevant CPG operating expertise, chairs the NSG Committee, maintains solid attendance, and holds equity aligning interests with shareholders; structural board considerations (CEO/Chair combination) and sponsor RPTs remain watch items for investor confidence.