Victoria Dolan
Ranpak HoldingsAbout Victoria Dolan
Independent director; age 65; appointed to Ranpak’s Board in October 2024; Class I director with term expiring at the 2026 annual meeting. Former CFO of Revlon (2018–2022), senior finance/transformational roles at Colgate-Palmolive (Corporate Controller/PAO 2011–2017; Chief Transformation Officer 2016–2018; VP Finance & Strategic Planning, Europe & South Pacific 2008–2011); prior leadership at Marriott International (EVP & CFO, Marriott Vacation Club International) and The Coca-Cola Company. Education: BA Economics (UCLA); MBA (UCLA Anderson). Determined independent by the Board; chairs the Audit Committee and is designated a financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon, Inc. | Chief Financial Officer | Mar 2018–Sep 2022 | Global finance leadership; public company CFO responsibilities |
| Colgate-Palmolive | Chief Transformation Officer | 2016–2018 | Enterprise transformation initiatives |
| Colgate-Palmolive | Corporate Controller & Principal Accounting Officer | 2011–2017 | Complex financial reporting oversight |
| Colgate-Palmolive | VP Finance & Strategic Planning, Europe & South Pacific | 2008–2011 | Regional finance and strategy |
| Marriott International | EVP & CFO, Marriott Vacation Club International | Not disclosed | Division CFO leadership |
| The Coca-Cola Company | Various management positions | Not disclosed | Finance/operations roles |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Notes |
|---|---|---|---|---|
| Instacart (CART) | Director | Public | Current | Not disclosed in PACK proxy |
| Ideal Industries, Inc. | Director | Private | Current | Not disclosed |
| Stericycle | Director | Public | 2023–2024 | Prior role |
Board Governance
- Independence: Board determined Ms. Dolan is independent under NYSE rules .
- Committee assignments: Audit Committee chair; members include King, Zumwalt, Dolan, Tranen; all members independent, financially literate, and designated “audit committee financial experts” .
- Board and committee activity (2024): Board met 6x; Audit met 11x; Compensation met 5x; Nominating, Sustainability & Governance met 5x; each director attended at least 75% of Board and committee meetings on which they served; all nine directors then in service attended the 2024 annual meeting .
| Committee | Role | Meetings Held (2024) | Attendance |
|---|---|---|---|
| Audit | Chair | 11 | ≥75% (director-level disclosure) |
| Board of Directors | Director | 6 | ≥75% (director-level disclosure) |
Governance practices:
- Hedging and pledging prohibited for directors; robust stock ownership guidelines; regular executive sessions (non-management directors) led by the NS&G chair; fully independent Audit, NS&G, and Compensation committees .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 0 | 0 | 0 | Ms. Dolan joined Oct 2024; did not receive compensation for fiscal 2024 per Director Compensation Table . |
Director compensation framework:
- Non-employee directors receive $75,000 annual cash retainer; Audit chair receives +$20,000; other committee chairs +$10,000; annual equity grant ~ $100,000 on the annual meeting date, vesting at first anniversary or next annual meeting; option to receive Board retainer in fully vested shares in lieu of cash .
Performance Compensation
| Element | Grant Date | Grant Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director RSUs | Annual meeting date | ~100,000 (program design) | Vest at first anniversary or next annual meeting | None; time-based vesting only |
- For 2024, Ms. Dolan did not receive RSUs (joined Oct 2024), while other non-employee directors received annual grants; no director performance metrics (e.g., TSR, AEBITDA) are tied to director pay; equity is time-vested .
Other Directorships & Interlocks
- No PACK-disclosed related-party transactions involving Ms. Dolan; related party transactions reviewed under a written policy by the Audit Committee; conflict-of-interest disclosures overseen by NS&G .
- Concentrated shareholders and strategic warrant: JS Capital beneficially owns 36.3% and entered a Support Agreement related to Amazon’s warrant share approval (potential influence context at the board level; not a Dolan-specific interlock) .
Expertise & Qualifications
- Financial reporting and transformation expertise from Colgate and CFO experience at Revlon; designated Audit Committee “financial expert” by the Board .
- Consumer products industry experience; multinational finance leadership; advanced accounting oversight credentials; UCLA Economics and MBA from UCLA Anderson .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs. Unvested | Pledged/Hedged |
|---|---|---|---|---|
| Victoria L. Dolan | 0 (— in table) | <1% | None disclosed | Hedging and pledging prohibited by policy |
Stock ownership alignment:
- Directors must hold stock valued at least 3× annual cash retainer; if below guideline, directors may not sell shares except to cover taxes on vesting; unearned PRSUs excluded from compliance calculation. Compliance status for Ms. Dolan not disclosed; she did not receive 2024 equity grants and had no beneficial ownership as of March 28, 2025 (new director timing) .
Governance Assessment
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Strengths:
- Independent director and Audit Committee chair with “financial expert” designation—supports robust oversight of financial reporting, internal controls, auditor independence .
- Board-level practices: anti-hedging/pledging; clawback policy; independent committees; executive sessions; strong meeting cadence; ≥75% attendance .
- No related-party transactions involving Dolan disclosed; Section 16 filings compliant (no delinquency noted for Dolan) .
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Watch items / potential red flags:
- Ownership alignment: zero beneficial ownership as of March 28, 2025; although she joined Oct 2024 and did not receive 2024 grants, lack of disclosed holdings may indicate transitional alignment pending receipt/vesting of 2025 director RSUs and retainer elections .
- Board concentration context (JS Capital support on Amazon warrant) may influence governance dynamics generally; not specific to Dolan but relevant to audit/risk oversight environment she chairs .
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Implications for investor confidence:
- Dolan’s audit chair role and credentials are positives for financial discipline and control environment.
- Monitoring near-term equity ownership accumulation versus director stock ownership guidelines will inform alignment progress; confirm 2025 director grant receipt and any retainer-in-stock elections at/after the 2025 annual meeting .