Ranpak Holdings Corp.PACK

Ranpak Holdings Corp. Stock Compensation Disclosure

10-KFiled Mar 17, 20253 min read
Stock-Based Compensation
The table below summarizes stock-based compensation expense:
Year Ended December 31,
202420232022
Stock-based compensation expense$6.3 $(10.2)$18.3 
Tax effect on stock-based compensation1.2 (2.5)0.7 
Stock-based compensation expense, net of tax$5.1 $(7.7)$19.0 
As of December 31, 2024, there were approximately 6.5 million shares remaining for issuance under the Ranpak Holdings Corp. 2019 Omnibus Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time).
2021 LTIP PRSUs — As appropriate, the Company evaluates both its long- and short-term operating plan, and, as part of that evaluation, the likelihood of attaining performance criteria related to management’s variable compensation arrangements. In 2023, management’s assessment of the Company’s attainment of certain performance metrics primarily related to the 2021 LTIP PRSUs resulted in a reduction in expense of approximately $19.5 million which was recorded to 2023 stock-based compensation expense, which is included within SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).
Director Stock Units — The Directors may elect to receive their quarterly retainer fees in the form of Class A common shares that are covered by an active shelf registration statement. The retainers are paid quarterly, in arrears in the form of cash or stock at the Director’s election, and vest upon issuance. These shares are priced at the closing price of the last business day of the calendar quarter. Additionally, Directors are granted an annual award of RSUs of $0.1 million on the date of the annual shareholder meeting. The number of RSUs is determined by the closing price of our stock on that date. These RSUs vest at the earlier of the (i) anniversary of the grant date or (ii) the following annual shareholder meeting. As
of December 31, 2024, there were 109,375 outstanding director stock units with a weighted average grant date fair value of $6.40 outstanding and expected to vest. Director stock units are included in the RSUs in the table below.
Activity related to our RSUs and PRSUs is as follows:
RSUsPRSUs
Quantity
Weighted Average Grant Date Fair Value
Quantity
Weighted Average Grant Date Fair
Value
Outstanding at beginning of year1,165,501$5.62 3,289,213$16.44 
Granted1,177,873$5.60 644,582$4.52 
Released(457,746)$5.51 (274,629)$15.87 
Forfeited(97,171)$6.23 (1,681,652)$13.05 
Outstanding at December 31, 20241,788,457$5.60 1,977,514$15.51 
The total fair value of awards vested during the years ended December 31, 2024, 2023, and 2022 was $6.9 million, $4.0 million and $15.1 million, respectively. The weighted average fair value of awards granted during the years ended December 31, 2024, 2023, and 2022 was $5.22, $5.77, and $20.19, respectively. We measure the fair value of grants of performance share units and restricted stock units based primarily on the closing market price of a share of our common stock on the date of the grant, modified as appropriate to take into account the features of such grants.
As of December 31, 2024, unrecognized compensation cost related to RSUs and PRSUs was $5.4 million and $1.7 million, which we expect to recognize over a weighted average remaining period of 1.0 year and 1.5 years, respectively. The aggregate intrinsic value of outstanding RSUs and PRSUs as of December 31, 2024 was $12.3 million and $13.6 million, respectively, based on the closing price of the Company’s common stock on December 31, 2024.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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