SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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Daniel W. Fisher
Chairman and CEO |
| | Stuart A. Taylor II Lead Independent Director |
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Wednesday April 24, 2024
7:30 A.M., Mountain Daylight Time |
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Virtually via Webcast
www.virtualshareholdermeeting.com/BALL2024 In-Person at 9200 W. 108th Circle, Westminster, CO 80021 |
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You can vote if you are a shareholder of
record on March 4, 2024 |
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ITEMS OF BUSINESS
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Item
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Management
Proposals |
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► See
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1
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Election of seven director nominees to serve for a one-year term expiring at the annual meeting in 2025;
■ John A. Bryant ■ Michael J. Cave ■ Daniel W. Fisher ■ Pedro H. Mariani
■ Cathy D. Ross ■ Betty J. Sapp ■ Stuart A. Taylor II
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FOR
each nominee
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2
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Ratification of appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the company for 2024
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FOR
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Approve, by non-binding advisory vote, the compensation of the named executive officers (“NEOs”) as disclosed in the following Proxy Statement
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FOR
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To consider any other business as may properly come before the meeting, although it is anticipated that no business will be conducted other than the matters listed above
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Corporate Secretary
Westminster, Colorado
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PLEASE NOTE:
The 2024 Annual Meeting of Shareholders will be held to tabulate the votes cast and to report the results of voting on the items described above. No management presentations or other business matters are planned for the meeting. |
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TABLE OF CONTENTS
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![[MISSING IMAGE: ic_dottedrule-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/ic_dottedrule-pn.jpg)
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BALL CORPORATION 2024 ANNUAL MEETING OF SHAREHOLDERS
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Wednesday April 24, 2024
7:30 A.M., Mountain Daylight Time |
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Virtually via Webcast
www.virtualshareholdermeeting.com/BALL2024
In-Person at
9200 W. 108th Circle, Westminster, CO 80021 |
| | | | | | | You can vote if you are a shareholder of record on March 4, 2024 | | |
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PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
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Proposal
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Management
Proposals |
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►See
page |
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1
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Election of seven director nominees to serve for a one-year term expiring at the annual meeting in 2025;
■ John A. Bryant ■ Michael J. Cave ■ Daniel W. Fisher ■ Pedro H. Mariani
■ Cathy D. Ross ■ Betty J. Sapp ■ Stuart A. Taylor II
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FOR
each nominee
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2
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Ratification of the appointment of PricewaterhouseCoopers LLP as Ball’s independent registered public accounting firm for 2024
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FOR
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3
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Approve, by non-binding advisory vote, the compensation of the named executive officers (“NEOs”) as disclosed in the following Proxy Statement
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FOR
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| | | | To consider any other business that may properly come before the meeting, although it is anticipated that no business will be conducted other than the matters listed above | | | | | | | |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
SHAREHOLDER MEETING
The Proxy Statement, Form 10-K and Annual Report are available at http://materials.proxyvote.com.
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HOW TO VOTE
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The deadline(1) to vote is
11:59 p.m. EDT on April 23, 2024, unless you attend the Annual Meeting |
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Registered holders
(shares are registered in your own name)
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Beneficial owners
(shares are held “in street name” in a
stock brokerage account or by a bank, nominee or other holder of record) |
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BY MOBILE DEVICE
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Scan the QR code
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BY INTERNET
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Vote your shares online 24/7 at
www.proxyvote.com |
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BY TELEPHONE
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Call toll-free 24/7: 1-800-690-6903
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BY MAIL
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If you requested printed copies of the proxy materials, please complete, date, sign and return your proxy card in the postage-paid envelope
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Complete, date, sign and return your voting information form in the postage-paid envelope
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ATTEND ANNUAL MEETING
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Attend the Annual Meeting and vote by ballot
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Attend the Annual Meeting and vote by ballot
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You will need to coordinate with the registered holder of your shares
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Voluntary E-delivery of Proxy Materials
Help the environment by consenting to receive electronic
delivery. Sign up at www.proxyvote.com. |
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COMPANY SUSTAINABILITY, DIVERSITY & INCLUSION AND ENGAGEMENT
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OUR COMMITMENT TO CORPORATE SOCIAL RESPONSIBLITY AND ENVIRONMENTAL SUSTAINABILITY
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OVERVIEW OF DIRECTOR NOMINEES AND CONTINUING DIRECTORS
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COMMITTEES
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Director and
Principal Occupation |
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Age
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Director
Since |
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Independent
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Audit
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Finance
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Human
Resources |
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Nominating and
Corporate Governance |
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Other Current Public
Company Boards |
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CLASS I — CONTINUING DIRECTORS (FOR TERMS EXPIRING IN 2025) | | |||||||||||||||||||||||||||||||
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Dune E. Ives
Chief Executive Officer
Movements That Matter, LLC |
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52
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2021
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Yes
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None
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Georgia R. Nelson
Former President and Chief
Executive Officer, PTI Resources, LLC |
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74
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2006
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Yes
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Cummins Inc.
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Custom Truck One Source
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Cynthia A. Niekamp
Former Senior VP,
Automotive Coatings, PPG Industries, Inc. |
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64
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2016
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Yes
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PACCAR, Inc.
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Todd A. Penegor
Former President and Chief
Executive Officer, The Wendy’s Company |
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58
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2019
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Yes
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None
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CLASS II — DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2024) | | |||||||||||||||||||||||||||||||
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Cathy D. Ross
Former Chief Financial
Officer and Executive VP, FedEx Express |
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66
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2017
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Yes
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Steelcase, Inc.
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Betty J. Sapp
Former Director, U.S.
National Reconnaissance Office |
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68
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2019
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Yes
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None
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Stuart A. Taylor II
Chief Executive Officer,
The Taylor Group LLC |
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63
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1999
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Yes
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Hillenbrand, Inc.
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Wabash National
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CLASS III — DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2024) | | |||||||||||||||||||||||||||||||
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John A. Bryant
Former Chief Executive
Officer, Kellogg Company |
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58
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2018
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Yes
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Compass PLC
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Coca-Cola European Partners PLC
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Flutter PLC
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Michael J. Cave
Former Senior VP, The
Boeing Company; Former President, Boeing Capital Corp. |
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63
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2014
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Yes
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None
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Daniel W. Fisher
Chairman and Chief Executive Officer,
Ball Corporation |
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51
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2021
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No
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Cummins Inc.
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Pedro Henrique Mariani
Member of the Board,
Banco Bocom BBM |
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70
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2017
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Yes
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■
None
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Number of Meetings in 2023:
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Board: 7
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5
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4
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5
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4
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Total: 25
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![[MISSING IMAGE: tm212020d1-icon_chairpn.gif]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/tm212020d1-icon_chairpn.gif)
![[MISSING IMAGE: tm212020d1-icon_committeebw.gif]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/tm212020d1-icon_committeebw.gif)
![[MISSING IMAGE: tm212020d1-icon_leadpn.gif]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/tm212020d1-icon_leadpn.gif)
![[MISSING IMAGE: tm212020d1-icon_calculatbw.gif]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/tm212020d1-icon_calculatbw.gif)
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BOARD COMPOSITION AND ATTRIBUTES
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![[MISSING IMAGE: pc_gender-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/pc_gender-pn.jpg)
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Director Skills, Experiences and Attributes
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# of
Directors |
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Corporate governance
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8
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Executive leadership
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11
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Finance and accounting
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10
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Global business
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9
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Aerospace and defense(1)
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3
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Operations and business strategy
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10
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Public company board experience
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9
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Relevant industry experience
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8
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CORPORATE GOVERNANCE HIGHLIGHTS
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Board Independence
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10 of 11 directors are independent
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Each of the four Board Committees is composed exclusively of independent directors
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Lead Independent Director has a significant defined role
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Board Diversity
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5 of 11 directors are women
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4 of 11 directors are ethnically diverse
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All 4 committee chairs are women and/or are ethnically diverse
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Balanced director tenure
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Board composition represents diversity in gender, ethnicity, age, skill and experience
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Director Retirement Policy mandates retirement age
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Periodic Board refreshment including 4 new directors in the past 5 years
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Other Governance Best Practices
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All corporate governance documents are available on our website www.ball.com/investors under “Corporate Governance”
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Active Board and Management succession planning
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Robust and regularly reviewed Business Ethics Code of Conduct and Executive Officers and Directors Business Ethics Statement
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Rigorous compensation governance practices
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Comprehensive Enterprise Risk Management process
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Annual Board and Committee evaluations
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Periodic one-on-one meetings between the CEO and each individual director
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Engagement of outside compensation consultant
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Regular executive sessions with nonmanagement and independent directors
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Orientation training for all new directors and ongoing continuous education programs
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Board oversight of corporate social responsibility, ESG, sustainability, cybersecurity and diversity and inclusion initiatives
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Stock ownership guidelines for directors and executive officers
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Each Board Committee reviews its charter annually
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Frequent and regular shareholder engagement and outreach
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OUR 2023 FINANCIAL HIGHLIGHTS
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![[MISSING IMAGE: bc_perform-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/bc_perform-pn.jpg)
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EXECUTIVE COMPENSATION HIGHLIGHTS
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![[MISSING IMAGE: pc_ceotrgt-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/pc_ceotrgt-pn.jpg)
![[MISSING IMAGE: pc_neotrgt-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/pc_neotrgt-pn.jpg)
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OUR BOARD OF DIRECTORS
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![[MISSING IMAGE: tb_boardcomp-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/tb_boardcomp-pn.jpg)
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Director Skills, Experiences and Attributes
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John A. Bryant
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Michael J. Cave
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Daniel W. Fisher
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Dune E. Ives
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Pedro Henrique Mariani
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Georgia R. Nelson
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Cynthia A. Niekamp
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Todd A. Penegor
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Cathy D. Ross
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Betty J. Sapp
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Stuart A. Taylor II
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# of 11
Directors |
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Corporate governance
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8
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Executive leadership
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11
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Finance and accounting
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10
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Global business
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9
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Aerospace and defense(1)
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3
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Operations and business strategy
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10
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Public company board experience
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9
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Relevant industry experience
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8
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CATHY D. ROSS
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BETTY J. SAPP
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Independent Director since 2017
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Age 66
COMMITTEES
■Audit
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Nominating and Corporate Governance
CAREER HIGHLIGHTS
Ms. Ross was Chief Financial Officer and Executive Vice President, FedEx Express from 2010 until her retirement in July 2014. Prior to that, Ms. Ross was Senior Vice President and Chief Financial Officer of FedEx Express from 2004 until 2010; and Vice President, Express Financial Planning from 1998 to 2004. She has also served on the board of Avon Products, Rye, New York.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
As CFO and Executive Vice President of FedEx Express, Ms. Ross was responsible for the company’s worldwide financial affairs, including financial planning, reporting and analysis, accounting and controls, global financial service centers, business technology, and long-range strategic planning. Ms. Ross’ 30-year career with FedEx began in 1984 as a senior financial analyst, and she held roles of increasing responsibility with exposure to all areas of the company during her tenure at FedEx. Prior to joining FedEx, Ms. Ross worked for Kimberly-Clark Corporation in cost analysis and for a subsidiary of Proctor and Gamble. She holds a master’s degree in business administration with concentration in finance from the University of Memphis and a bachelor’s degree in accounting from Christian Brothers University in Memphis. Ms. Ross’s leadership roles, experience with a large, complex, global organization, financial and executive leadership and experience, as well as service on other public company boards make her well qualified to serve as a director.
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Independent Director since 2019
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Age 68
COMMITTEES
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Finance
■
Human Resources
CAREER HIGHLIGHTS
Ms. Sapp joined the National Reconnaissance Office (NRO), a joint Department of Defense—Intelligence Community organization, in 1997 and was named the first woman to serve as director of the NRO in 2012. After serving as the 18th director of the NRO, Ms. Sapp retired in June 2019. Prior to working at the NRO, Ms. Sapp was Deputy Under Secretary of Defense for Portfolio, Programs and Resources in the Office of the Under Secretary of Defense for Intelligence. She also spent several years at the Central Intelligence Agency after (CIA) after spending the earlier part of her career as an officer of the United States Air Force.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Ms. Sapp served in a variety of strategic leadership roles at the NRO and within the U.S. government. In 2009, Ms. Sapp was appointed the Principal Deputy Director of the NRO. She was then appointed Director of the NRO in 2012. At both the CIA and NRO, she obtained valuable experience in cybersecurity and related areas. Ms. Sapp also served in the United States Air Force for 17 years in various acquisition and financial management positions on space and aircraft systems.
Ms. Sapp holds a bachelor’s degree in biological sciences, magna cum laude, from the University of Missouri and a master’s degree in business administration from the University of Missouri- Columbia. Ms. Sapp is Level III certified in government acquisition and was certified as a defense financial manager. Ms. Sapp’s leadership experience and extensive government, cybersecurity and defense expertise make her well qualified to serve as a director. |
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OTHER CURRENT PUBLIC COMPANY BOARDS
■
Steelcase, Inc.
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OTHER CURRENT PUBLIC COMPANY BOARDS
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None
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STUART A. TAYLOR II
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Independent Director since 1999
■Lead Independent Director since 2019
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Age 63
COMMITTEES
■
Human Resources
■Nominating and Corporate Governance
![]() CAREER HIGHLIGHTS
Mr. Taylor has been the Chief Executive Officer, The Taylor Group LLC, Chicago, Illinois, since June 2001; he was Senior Managing Director, Bear, Stearns & Co. Inc., Chicago, Illinois, 1999 to 2001. In the past five years, he also served on the board of Essendant, Inc., Deerfield, Illinois.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Prior to starting his own private equity firm, Mr. Taylor spent 19 years in investment banking. The majority of that time was spent at Morgan Stanley in its Corporate Finance Department. In that capacity he executed a number of mergers and acquisitions and financings, including working with Ball in 1993 on the acquisition of Heekin Can Company. He also spent time at several other firms including Bear Stearns where he was a Senior Managing Director and Head of the Chicago office. In 2001, Mr. Taylor established The Taylor Group LLC, of which he is Chief Executive Officer, a successful investment company that primarily invests in small to mid-market businesses. Mr. Taylor has served on the Board of Directors of Ball since 1999, acted as our Presiding Director from 2004 to 2008 and was elected Lead Independent Director in 2019. Mr. Taylor’s extensive experience as an investment banker, entrepreneurial investor and Board member make him well qualified to serve as a director.
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OTHER CURRENT PUBLIC COMPANY BOARDS
■
Hillenbrand, Inc.
■
Wabash National
|
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JOHN A. BRYANT
|
| | |
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MICHAEL J. CAVE
|
|
|
■
Independent Director since 2018
■
Age 58
COMMITTEES
■Audit
![]()
■
Nominating and Corporate Governance
CAREER HIGHLIGHTS
Mr. Bryant was an executive at Kellogg Company for 20 years and was its Chief Executive Officer from January 2011 to September 2017.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Mr. Bryant joined Kellogg Company in 1998 and held a variety of roles including Chief Financial Officer; President, North America; President, International; and Chief Operating Officer before becoming Chief Executive Officer in January 2011. He retired as Chairman of the Board in March 2018 and Chief Executive Officer in September 2017. In addition to his role on Ball’s Board, Bryant serves as Chairman of the Board of Flutter PLC and is a Board member of Compass PLC and Coca-Cola European Partners PLC. He has also served as a trustee of the W.K. Kellogg Foundation Trust, and on the Boards of Directors of Catalyst and The Consumer Goods Forum and Macy’s Inc. Mr. Bryant has extensive knowledge and expertise in accounting and financial matters, branded consumer products and consumer dynamics, crisis management, international markets, people management, manufacturing and strategy, and strategic planning. Mr. Bryant currently serves on the audit committees of two other public companies, and our Board of Directors has determined that, given his extensive financial experience, such simultaneous service will not impair his ability to effectively serve on Ball’s audit committee. Mr. Bryant’s extensive experience as a senior executive at a leading U.S. based public company, including as its Chief Executive Officer for seven years, make him well qualified to serve as a director.
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■
Independent Director since 2014
■
Age 63
COMMITTEES
■Audit
![]()
■Finance
![]() CAREER HIGHLIGHTS
Mr. Cave was Senior Vice President, The Boeing Company, and President of Boeing Capital Corp. from 2010 to 2014, and served for many years in senior management positions at Boeing. In the past five years, he has also served on the boards of Esterline Technologies, Bellevue, Washington, Aircastle Limited, Stamford, Connecticut, and Harley-Davidson, Inc., Milwaukee.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Mr. Cave served for 31 years in various managerial capacities for The Boeing Company. Most recently, Mr. Cave served as Senior Vice President and President of Boeing Capital Corp., a subsidiary of The Boeing Company, from 2010 to 2014. Prior to that, he served as Senior Vice President of Business Development and Strategy at The Boeing Company, as well as Vice President of Business Strategy & Marketing of Boeing Commercial Airplanes from 2006 until late 2009. Mr. Cave also served as Vice President & General Manager of Boeing’s Airplane Programs division and focused on the strategy, product development and business results associated with those products. From 2003 to 2006, Mr. Cave served as the Chief Financial Officer of Boeing’s Commercial Airplanes division and held various other senior positions prior to 2003. In addition to his accounting and financial expertise, Mr. Cave has broad experience in marketing and information systems. In 2004, Mr. Cave was honored with the Award for Executive Excellence by the Hispanic Engineer National Achievement Awards Corporation. His extensive board and management experience and qualifications make him well qualified to serve as a director.
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OTHER CURRENT PUBLIC COMPANY BOARDS
■
Compass PLC
■
Coca-Cola European Partners PLC
■
Flutter PLC
|
| | |
OTHER CURRENT PUBLIC COMPANY BOARDS
■
None
|
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|
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DANIEL W. FISHER
|
| | |
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PEDRO HENRIQUE MARIANI
|
|
|
■
Director since 2021
■
Age 51
COMMITTEES
■
None
CAREER HIGHLIGHTS
Mr. Fisher has been Chairman, Ball Corporation since April 2023; Chief Executive Officer, Ball Corporation since April 2022; President, Ball Corporation 2020 to 2021; Senior Vice President, Ball Corporation and Chief Operating Officer, Global Beverage Packaging 2016 to 2020; President, Beverage Packaging North and Central America 2014 to 2016; Senior Vice President, Finance and Planning, North America Metal Beverage 2013 to 2014; Vice President, Finance, North America Metal Beverage Packaging Division Americas 2010 to 2013.
Prior to joining Ball Corporation in 2010, Mr. Fisher held various leadership roles at Bradken Corporation, Danaher Corporation and Emerson Electric. At Bradken Corporation, Mr. Fisher was the Finance lead for the North American division of the Australian publicly traded foundry business. In that role, he managed the procurement, IT, Finance, Accounting and Treasury functions for a $400 million operating unit. At Ball, Mr. Fisher initially led the finance team for the North American beverage business. He then served as Senior Vice President, Finance and Planning, North America Metal Beverage and then as President, North America, Beverage Packaging before becoming Senior Vice President and Chief Operating Officer of our global beverage packaging division. From December 2016 to December 2020, Ball’s global aluminum beverage can shipments increased from 82 billion to 105 billion units and our global beverage packaging business achieved significant growth in revenues and operating earnings. Under Mr. Fisher’s leadership our operating businesses all meaningfully increased sales and earnings during 2021. On January 26, 2022 the Board elected Mr. Fisher as Chief Executive Officer effective April 27, 2022, and in March 2023 the Board elected Mr. Fisher as Chairman, effective April 26, 2023.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Mr. Fisher holds a master’s degree in business administration from the University of Colorado, Denver and a bachelor’s degree from Washington University. Mr. Fisher’s leadership roles, financial expertise and business experience make him well qualified to serve as a director.
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| | |
■
Director since 2017 / Independent Director since 2020
■
Age 70
COMMITTEES
■
Finance
■
Nominating and Corporate Governance
CAREER HIGHLIGHTS
Mr. Mariani joined BBM Group in 1981 and was elected to the executive committee of Banco BBM in 1983. He was appointed its Chief Executive Officer in 1991. Currently, he is the Chief Executive Officer and Board member at Banco Bocom BBM. Mr. Mariani was President of ANBID (Brazilian Association of Investment Banks) between 1996 and 2000, and was a member of the Brazilian Financial System Council from 1988 to 1996. From 1995 to 2015, Mr. Mariani was an ex officio member of the Board of Directors of Latapack Ball Embalagens Limitada, which was a joint venture between Ball Corporation and its Brazilian partners that owned and operated a successful beverage can business in Brazil with annual revenues in excess of $590 million in 2015, the year in which Ball acquired the equity interests of its partners. Mr. Mariani and his family have also held interests in packaging and agribusinesses in Brazil for many years.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Mr. Mariani holds a bachelor’s degree in economics from Pontifícia Universidade Católica do Rio de Janeiro — PUC/RJ, Brazil, with specialization in Econometrics and Operational Research. Mr. Mariani’s professional background, packaging industry expertise, banking experience, as well as his financial acumen and knowledge of South America make him well qualified to serve as a director.
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OTHER CURRENT PUBLIC COMPANY BOARDS
■
Cummins Inc.
|
| | |
OTHER CURRENT PUBLIC COMPANY BOARDS
■
None
|
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DUNE E. IVES
|
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GEORGIA R. NELSON
|
|
|
■
Independent Director since 2021
■
Age 52
COMMITTEES
■
Finance
■
Nominating and Corporate Governance
CAREER HIGHLIGHTS
Dr. Ives has been the Chief Executive Officer of Movements That Matter, LLC, a strategic advisory firm dedicated to building resilience in the face of increasingly disruptive and unpredictable environments, since November, 2022. Ms. Ives was previously the Chief Executive Officer of global changemaker Lonely Whale, an award-winning non-profit working to ensure a healthy planet, from 2016 to 2022. Prior to joining Lonely Whale, Ms. Ives served on the executive team for Vulcan, Inc. where she designed and led Paul G. Allen’s Vulcan Philanthropy addressing climate change, species protection, ocean health and leading Mr. Allen’s $100 million commitment to stop the spread of the Ebola Virus. Ms. Ives is a co-founder of the Green Sports Alliance. Ms. Ives also served as an adjunct professor for Presidio Graduate School where she developed and taught a ten-week course on climate change business strategies.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Ms. Ives is an experienced leader and trusted advisor in the fields of corporate sustainability and global philanthropy. Ms. Ives brings more than 20 years of expertise in the conservation industry, and holds a doctorate in psychology from Utah State University. Her leadership and advocacy in driving global, mission-focused behavioral change strategies and programs along with her expertise in sustainability and environmental business issues across industries make her well qualified to serve as a director.
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| | |
■
Independent Director since 2006
■
Age 74
COMMITTEES
■Human Resources
![]()
■
Nominating and Corporate Governance
CAREER HIGHLIGHTS
Ms. Nelson was President and Chief Executive Officer, PTI Resources, LLC, Chicago, Illinois, from 2005 to 2019; was President, Midwest Generation EME, LLC, Chicago, Illinois, April 1999 to June 2005; and was General Manager, Edison Mission Energy Americas, Irvine, California, January 2002 to June 2005. Ms. Nelson also served on the board of Sims Ltd. from 2014 until November, 2023.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Ms. Nelson has enjoyed a successful career in the energy industry, serving as a senior executive for several U.S. and international energy companies, including as President of Midwest Generation EME, LLC from April 1999 to June 2005 and General Manager of Edison Mission Energy Americas from January 2002 to June 2005. She has extensive international experience on four continents including operations, human resources and environmental policy. Ms. Nelson lectures on business and corporate governance matters including at Northwestern University’s Kellogg Graduate School of Management, and serves on the advisory committee of the Center for Executive Women at Northwestern. Ms. Nelson is a National Association of Corporate Directors (“NACD”) Board Leadership Fellow. Ms. Nelson’s leadership roles in global businesses, as well as her service on other public company boards, make her well qualified to serve as a director.
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OTHER CURRENT PUBLIC COMPANY BOARDS
■
None
|
| | |
OTHER CURRENT PUBLIC COMPANY BOARDS
■
Cummins Inc.
■
Custom Truck One Source
|
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CYNTHIA A. NIEKAMP
|
| | |
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| |
TODD A. PENEGOR
|
|
|
■
Independent Director since 2016
■
Age 64
COMMITTEES
■
Finance
■
Human Resources
CAREER HIGHLIGHTS
Ms. Niekamp is a former senior executive of PPG Industries, Inc., having served from 2009 to 2016 as Senior Vice President of Automotive Coatings. Prior to that, she was President and General Manager of TorqTransfer Systems at BorgWarner Inc.; Senior Vice President and Chief Financial Officer at MeadWestvaco Corporation (now WestRock Company); and held various leadership roles at TRW, Inc. and General Motors Company.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Ms. Niekamp joined PPG in 2009 as vice president of automotive coatings and was promoted to senior vice president in 2010. She had responsibility for a multi-billion revenue business with operations across 15 countries and more than 6,000 employees. She also served as a member of the PPG operating committee until her retirement in 2016. While at PPG, Ms. Niekamp charted and implemented a strategy to improve the financial performance of the business unit and to double its revenues. She also accelerated growth into emerging countries, diversified the customer base and pursued strategic acquisitions. Previously, Ms. Niekamp served as president and general manager of BorgWarner’s TorqTransfer Systems division, a supplier of four-wheel drive systems to major automakers. In addition, Ms. Niekamp served in various executive roles for MeadWestvaco Corporation, including vice president, corporate strategy and specialty operations and chief financial officer, and has previously served on four other publicly traded company boards. Ms. Niekamp’s extensive management and public company board experience make her well qualified to serve as a director.
|
| | |
■
Independent Director since 2019
■
Age 58
COMMITTEES
■Audit
![]()
■
Human Resources
CAREER HIGHLIGHTS
Mr. Penegor is the former President and Chief Executive Officer of The Wendy’s Company. He served as Senior Vice President and Chief Financial Officer in 2013 and named President and Chief Executive Officer in 2016 until February, 2024. Prior to joining Wendy’s, Mr. Penegor held a series of key leadership roles at Kellogg Company and Ford Motor Company.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE
Mr. Penegor has extensive experience as an executive in the food products and consumer goods industries. He joined The Wendy’s Company in 2013 as Senior Vice President and Chief Financial Officer. He was promoted to Executive Vice President, Chief Financial Officer and International in 2014 and then became President and Chief Financial Officer in 2016. Later that year, he was promoted to President and Chief Executive Officer where he served until February, 2024. Prior to joining The Wendy’s Company, Mr. Penegor worked at Kellogg Company, a global leader in food products, from 2000 to 2013 where he held several key leadership positions. Mr. Penegor also worked for 12 years at Ford Motor Company in various positions, including in strategy, mergers and acquisitions, the controller’s office and treasury. In addition to his role on the board at Ball, Mr. Penegor also serves on the Michigan State University’s Eli Broad College of Business Advisory Board. He also serves on the board of trustees of the Dave Thomas Foundation for adoption. Mr. Penegor holds a Bachelor of Science degree in accounting and a Master of Business Administration in finance from Michigan State University. Mr. Penegor’s extensive experience as a senior executive at leading U.S. based public companies, including as the former Chief Executive Officer of The Wendy’s Company, make him well qualified to serve as a director.
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OTHER CURRENT PUBLIC COMPANY BOARDS
■
PACCAR, Inc.
|
| | |
OTHER CURRENT PUBLIC COMPANY BOARDS
■
None
|
|
|
BOARD LEADERSHIP STRUCTURE
|
| | | |
| | |
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DIRECTOR INDEPENDENCE
|
| | | |
| | |
|
BALANCED BOARD COMPOSITION
|
| | | |
| | |
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| |
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The Chair, Nominating and Corporate Governance Committee
Ball Corporation c/o Corporate Secretary 9200 W. 108th Circle Westminster, Colorado 80021 |
| |
|
RISK OVERSIGHT
|
| | | |
| | |
|
BOARD AND COMMITTEE SELF-EVALUATIONS
|
| | | |
| | |
|
DIRECTOR TRAINING
|
| | | |
| | |
|
BOARD MEETINGS
|
| | | |
| | |
| |
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Ball Corporation
Attention: Corporate Secretary 9200 W. 108th Circle Westminster, Colorado 80021 |
| |
|
BOARD AND COMMITTEE MEMBERSHIP
|
| | | |
| | |
| | | | | | | | | |
COMMITTEES
|
| ||||||||||||
|
Director
|
| |
Independent
|
| |
Director
Class |
| |
Audit
|
| | |
Finance
|
| | |
Human Resources
|
| | |
Nominating and
Corporate Governance |
|
|
John A. Bryant
|
| |
Yes
|
| |
III
|
| |
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| | | | | | |
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|
|
Michael J. Cave
|
| |
Yes
|
| |
III
|
| |
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| | | | | | | | | | | | |
| Daniel W. Fisher | | |
No
|
| |
III
|
| | | | | | | | | | | | | | | |
|
Dune E. Ives
|
| |
Yes
|
| |
I
|
| | | | | |
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| | | | | | |
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|
Pedro Henrique Mariani
|
| |
Yes
|
| |
III
|
| | | | | |
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| | | | | | |
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|
Georgia R. Nelson
|
| |
Yes
|
| |
I
|
| | | | | | | | | |
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| | |
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|
|
Cynthia A. Niekamp
|
| |
Yes
|
| |
I
|
| | | | | |
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| | |
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| | | | |
|
Todd A. Penegor
|
| |
Yes
|
| |
I
|
| |
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| | | | | | |
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| | | | |
|
Cathy D. Ross
|
| |
Yes
|
| |
II
|
| |
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|
Betty J. Sapp
|
| |
Yes
|
| |
II
|
| | | | | |
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| | | | |
|
Stuart A. Taylor II
|
| |
Yes
|
| |
II
|
| | | | | | | | | |
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|
| Meetings in 2023 | | |
Board:
|
| |
7
|
| |
5
|
| | |
4
|
| | |
5
|
| | |
4
|
|
|
AUDIT COMMITTEE
|
| | | |
| | |
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FINANCE COMMITTEE
|
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HUMAN RESOURCES COMMITTEE
|
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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
|
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DIRECTOR COMPENSATION
|
| | | |
| | |
| | | |
Annual Compensation
($) |
| |||
| Fixed cash retainer | | | | $ | 90,000 | | |
| Target incentive cash retainer* | | | | $ | 15,000 | | |
| Restricted Stock Unit (RSU) award | | | | $ | 155,000 | | |
| Audit Committee Chair additional cash retainer | | | | $ | 20,000 | | |
| Human Resources Committee Chair additional cash retainer | | | | $ | 20,000 | | |
| Finance Committee Chair additional cash retainer | | | | $ | 15,000 | | |
| Nominating and Corporate Governance Committee Chair additional cash retainer | | | | $ | 15,000 | | |
| Lead Independent Director additional cash retainer | | | | $ | 30,000 | | |
| Special meeting or assignment fee (per meeting or assignment) | | | | $ | 750 | | |
|
Name & Principal Position
|
| |
Fees
Earned or Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||
| John A. Bryant | | | | $ | 90,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | — | | | | | $ | 258,351 | | |
| Michael J. Cave | | | | $ | 105,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | 20,000 | | | | | $ | 293,351 | | |
| Dune Ives | | | | $ | 90,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | — | | | | | $ | 258,351 | | |
| Pedro H. Mariani | | | | $ | 90,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | — | | | | | $ | 258,351 | | |
| Georgia R. Nelson | | | | $ | 110,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | 9,302 | | | | | $ | 287,653 | | |
| Cynthia A. Niekamp | | | | $ | 90,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | 5,000 | | | | | $ | 263,351 | | |
| Todd A. Penegor | | | | $ | 90,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | 25,000 | | | | | $ | 283,351 | | |
| Cathy D. Ross | | | | $ | 110,000 | | | | | $ | 173,473 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | 20,000 | | | | | $ | 316,823 | | |
| Betty Sapp | | | | $ | 90,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | — | | | | | $ | — | | | | | $ | 258,351 | | |
| Stuart A. Taylor II | | | | $ | 135,000 | | | | | $ | 155,001 | | | | | $ | — | | | | | $ | 13,350 | | | | | $ | 353 | | | | | $ | 20,000 | | | | | $ | 323,704 | | |
|
Name
|
| |
Aggregate Number of
Outstanding Stock Awards as of December 31, 2023 |
| |||
| John A. Bryant | | | | | 15,181 | | |
| Michael J. Cave | | | | | 37,505 | | |
| Dune E. Ives | | | | | 4,708 | | |
| Pedro H. Mariani | | | | | 65,753 | | |
| Georgia R. Nelson | | | | | 98,425 | | |
| Cynthia A. Niekamp | | | | | 31,069 | | |
| Todd A. Penegor | | | | | 11,218 | | |
| Cathy D. Ross | | | | | 18,537 | | |
| Betty J. Sapp | | | | | 12,040 | | |
| Stuart A. Taylor II | | | | | 181,681 | | |
|
NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES
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|
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
|
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COMPENSATION DISCUSSION AND ANALYSIS
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NEO
|
| |
Age
|
| |
Title
|
| |
Years
at Ball |
| |
Years in Position
|
|
| Daniel W. Fisher | | |
51
|
| | President & CEO(1) | | |
13
|
| |
1 (Chairman & CEO), 1 (President & CEO), 2 (President)
|
|
| Howard H. Yu | | |
52
|
| | Executive Vice President and Chief Financial Officer(2) | | |
1
|
| |
1
|
|
|
Scott C. Morrison
|
| |
61
|
| | Former Executive Vice President and Chief Financial Officer(3) | | |
23
|
| |
13
|
|
| Ronald J. Lewis | | |
57
|
| | Senior Vice President and Chief Operating Officer Global Beverage | | |
4
|
| |
3
|
|
|
David A. Kaufman
|
| |
57
|
| | Senior Vice President and President, Ball Aerospace(4) | | |
23
|
| |
3
|
|
| Stacey J. Valy Panayiotou | | |
51
|
| | Senior Vice President and Chief Human Resources Officer | | |
2
|
| |
2
|
|
| Charles E. Baker | | |
66
|
| | Former Vice President, General Counsel and Corporate Secretary(5) | | |
30
|
| |
19 (General Counsel),
12 (Corporate Secretary) |
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| | | |
COMPENSATION BEST PRACTICES
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■
Decisions are made by the HR Committee of the Board of Directors, which is composed entirely of independent directors;
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■
An independent executive compensation consultant is engaged by and reports directly to the HR Committee;
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■
The HR Committee reviews total compensation using tally sheets;
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■
Compensation levels and incentive design practices are benchmarked against industry peers;
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■
Dividend equivalents for stock awards accrue during the vesting or performance period are paid only if the associated vesting terms or performance measures are achieved;
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■
Nominal perquisites are not grossed-up for taxes;
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■
We regularly assess the relationship between risk and our compensation programs;
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■
Our executives are subject to rigorous stock ownership guidelines;
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■
Our executives are prohibited from hedging or pledging their Ball Corporation stock;
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■
Cash incentive and stock compensation (including service-based and performance-based) to any executive officer (current or former) or executive at the level of vice president or above is subject to a robust recoupment (“clawback”) policy, including a shareholder-approved clawback provision, that applies in the case of a required financial restatement, and in the case of fraud, intentional misconduct or actions causing harm to Ball Corporation, regardless of a requirement for financial restatement; and
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|
|
■
Change-in-control agreements have multiples that do not exceed two times pay and require a termination of employment following a change in control (“double trigger”) before severance benefits are due, consistent with the change in control provision in our Amended and Restated 2013 Stock and Cash Incentive Plan. Excise tax gross-ups have been eliminated for any change-in-control agreements entered into after January 1, 2010 and do not apply to any currently employed executive officer.
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|
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The HR Committee is confident that our executive compensation program, our management-as-owners culture, and our pay-for-performance philosophy have directly contributed to the successful performance of the business and resulted in an executive team closely aligned with shareholder interests. The Committee takes very seriously the business challenges encountered in 2022, which continued into 2023, and the resulting share price performance. As is further disclosed in this CD&A, all compensation components, especially the incentive opportunities based upon performance-based metrics, have performed in alignment with our executive compensation philosophy.
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2023 CEO TARGET COMPENSATION MIX
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| |
2023 AVERAGE OTHER NEO TARGET COMPENSATION(1)
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Compensation
|
| |
Compensation
Element |
| |
Purpose
|
| |
Performance
Measure(s) |
| |
Alignment with our
Compensation Philosophy |
| |
► Page
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|
|
SHORT-TERM
ANNUAL CASH COMPENSATION |
| |
Annual Base Salary
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| |
Fixed element of pay based on an individual’s primary duties and responsibilities
|
| |
Position-based pay adjusted for individual performance and contribution
|
| |
Competitive compensation element required to recruit and retain top executive talent
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|
Economic Value Added (“EVA®”) Annual Incentive Plan
|
| |
Designed to reward achievement of specified annual corporate financial goals (and possibly unit financial goals)
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| |
Absolute EVA® dollars generated (net operating profit after-tax, less a cost of capital charge)
|
| |
Incentive linked to actual economic value generated demonstrates pay for performance and drives shareholder value
|
| | |
|
Compensation
|
| |
Compensation
Element |
| |
Purpose
|
| |
Performance
Measure(s) |
| |
Alignment with our
Compensation Philosophy |
| |
► Page
|
|
|
LONG-TERM
INCENTIVES (CASH) |
| |
Long-Term Cash Incentive Compensation (“LTCIC”)
|
| |
Designed to promote long-term creation of shareholder value in relative and absolute terms
|
| |
50% weighting of:
■
ROAIC
■
Relative TSR vs. S&P 500 subset
|
| |
Incentive linked to returns demonstrates pay for performance
|
| | | |
|
LONG-TERM
INCENTIVES (EQUITY) |
| |
Stock Options
|
| |
Designed to promote stock ownership and long-term performance
|
| |
Stock price appreciation
|
| |
Ties to our management- as-owners philosophy and rewards performance contributing to shareholder value through absolute stock price growth
|
| | | |
|
Performance Contingent Restricted Stock Units (“PC-RSUs”)
|
| |
Designed to promote stock ownership through the achievement of absolute EVA® dollar growth over a 3-year period
|
| |
Absolute EVA® dollars generated versus 0%, 4% and 8% compound annual growth rates
|
| |
Ties to our management- as-owners philosophy and rewards performance contributing to absolute EVA® dollar growth
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|
OTHER ONE-TIME
INCENTIVES |
| |
Restricted Stock/ RSUs
|
| |
Designed to promote stock ownership, provide a retention incentive and incentivize the creation of shareholder value
|
| |
Value based on stock price
|
| |
Granted from time-to- time and tied to our management-as-owners philosophy, generally in connection with the promotion or recruitment of individuals to facilitate ownership and retention
|
| | | |
| Deposit Share Program (“DSP”) | | |
Designed to promote financial investment in Ball, promote stock ownership and incentivize the creation of shareholder value
|
| | Value based on stock price | | |
Granted from time-to- time and tied to our management-as-owners philosophy, offering RSUs in exchange for the recipient voluntarily and newly investing in and holding shares of Ball stock
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| | |
|
Design Principle
|
| |
Criteria
|
|
| Quantitative financial criteria to ensure organizations are comparable in terms of size and structure | | |
■
Revenue in an approximate range of between 0.4x and 2.5x our revenues
■
Market capitalization between 0.25x and 5.0x our market capitalization (used as a secondary reference)
■
Ratio of market capitalization to revenue generally between 1.0x and 5.0x
■
Positive operating margins generally ranging from 5% to 20%
|
|
| Qualitative criteria regarding appropriate industry, business types and organizational complexity | | |
■
Direct peers in the containers and packaging industry
■
Food & beverage companies with some aluminum packaged products where the consumer is the purchaser of the product
■
■
Durable and nondurable consumer products that may compete for “shelf-space” or provide complimentary products to Ball’s consumer products
■
Broader manufacturing companies within the capital goods, chemical manufacturing, metals, aerospace and other complex manufacturing industries
|
|
| | | | | | | | | | | | | | |
|
■
Avery Dennison Corporation
|
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■
Eaton Corporation plc(1)
|
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■
Molson Coors Beverage Company
|
|
|
■
Campbell Soup Company
|
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■
General Mills Inc.
|
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■
Packaging Corporation of America(1)
|
|
|
■
ConAgra Brands, Inc.
|
| | | | |
■
International Flavors & Fragrances Inc(1)
|
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■
PPG Industries, Inc.
|
|
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■
Crown Holdings Inc.
|
| | | | |
■
Kimberly-Clark Corporation(1)
|
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■
The Sherwin Williams Company
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■
Eastman Chemical Company
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■
Keurig Dr. Pepper
|
| | | | | |
|
NEO
|
| |
2023
Base Salary |
| |
Rationale
|
| |||
|
Daniel W. Fisher
|
| | | $ | 1,250,000 | | | |
All NEOs’ 2023 base salary was based on the executive compensation review, including an analysis of external market data, and reflected a merit increase consistent with Ball’s merit increase budget, except for Mr. Yu who joined the company on September 25, 2023.
|
|
| Howard H. Yu* | | | | $ | 700,000 | | | |||
| Scott C. Morrison | | | | $ | 815,081 | | | |||
| Ronald J. Lewis | | | | $ | 754,208 | | | |||
| David A. Kaufman | | | | $ | 520,000 | | | |||
|
Stacey J. Valy Panayiotou
|
| | | $ | 520,000 | | | |||
| Charles E. Baker | | | | $ | 608,482 | | |
|
EVA®
|
| |
=
|
| |
⎛
⎜ ⎜ ⎝ |
| |
Net Operating
Profit After-Tax (“NOPAT”) |
| |
⎞
⎟ ⎟ ⎠ |
| |
minus
|
| |
⎛
⎜ ⎜ ⎝ |
| |
Capital Charge (the Amount of
Capital Invested by Us Multiplied by Our After-Tax Hurdle Rate) |
| |
⎞
⎟ ⎟ ⎠ |
|
![[MISSING IMAGE: bc_totaleva-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/bc_totaleva-pn.jpg)
|
Current Year’s
EVA® Target |
| |
=
|
| |
⎛
⎜ ⎝ |
| |
Prior Year’s
EVA® Target |
| |
⎞
⎟ ⎠ |
| |
Plus 1/2
|
| |
⎛
⎜ ⎝ |
| |
Prior Year’s
Actual EVA® |
| |
minus
|
| |
Prior Year’s
EVA® Target |
| |
⎞
⎟ ⎠ |
|
| | | |
Target Annual
Incentive |
| |||||||||
|
NEO
|
| |
% of Base
|
| |
$ Value
|
| ||||||
| Daniel W. Fisher | | | | | 145% | | | | | $ | 1,812,500 | | |
| Howard H. Yu* | | | | | 90% | | | | | $ | 172,620 | | |
| Scott C. Morrison | | | | | 100% | | | | | $ | 815,081 | | |
| Ronald J. Lewis | | | | | 100% | | | | | $ | 754,208 | | |
| David A. Kaufman | | | | | 85% | | | | | $ | 442,000 | | |
| Stacey J. Valy Panayiotou | | | | | 80% | | | | | $ | 416,000 | | |
| Charles E. Baker | | | | | 80% | | | | | $ | 486,786 | | |
|
Performance
Measure |
| |
Threshold
(0% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |
Actual
|
| ||||||||||||
| EVA® | | | | $ | (64.0 million) | | | | | $ | 166.0 million | | | | | $ | 281.0 million | | | | | $ | 140.9 million | | |
| | | |
Actual Annual
Incentive |
| |||||||||
|
NEO
|
| |
% of Base
|
| |
$ Value
Paid |
| ||||||
| Daniel W. Fisher | | | | | 129% | | | | | $ | 1,613,125 | | |
| Howard H. Yu* | | | | | 88% | | | | | $ | 153,632 | | |
| Scott C. Morrison | | | | | 89% | | | | | $ | 725,422 | | |
| Ronald J. Lewis | | | | | 66% | | | | | $ | 496,269 | | |
| David A. Kaufman | | | | | 176% | | | | | $ | 913,744 | | |
| Stacey J. Valy Panayiotou | | | | | 71% | | | | | $ | 370,240 | | |
| Charles E. Baker | | | | | 71% | | | | | $ | 433,239 | | |
| | | | | | | | | |
Mix of Long-Term Vehicles
|
| |||||||||||||||
|
NEO*
|
| |
Total Target
Long-Term Value |
| |
LTCIC
|
| |
Stock
Options |
| |
PC-RSUs
|
| ||||||||||||
| Daniel W. Fisher | | | | $ | 7,250,000 | | | | | | 1,450,000 | | | | | | 2,900,000 | | | | | | 2,900,000 | | |
| Scott C. Morrison | | | | $ | 1,805,000 | | | | | | 361,000 | | | | | | 722,000 | | | | | | 722,000 | | |
| Ronald J. Lewis | | | | $ | 1,650,000 | | | | | | 330,000 | | | | | | 660,000 | | | | | | 660,000 | | |
| David A. Kaufman | | | | $ | 700,000 | | | | | | 140,000 | | | | | | 280,000 | | | | | | 280,000 | | |
| Stacey J. Valy Panayiotou | | | | $ | 858,000 | | | | | | 171,600 | | | | | | 343,200 | | | | | | 343,200 | | |
| Charles E. Baker | | | | $ | 1,175,000 | | | | | | 235,000 | | | | | | 470,000 | | | | | | 470,000 | | |
|
Performance Measure
|
| |
Threshold
(0% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |||||||||
| TSR | | | | | 37.5th percentile | | | | | | 50th percentile | | | | | | 75th percentile | | |
| ROAIC (after tax) | | |
7%
|
| |
9%
|
| |
11%
|
|
|
LTCIC
Payment |
| |
=
|
| |
Fixed Target
Dollar Amount |
| |
times
|
| |
⎛
⎜ ⎜ ⎜ ⎝ |
| |
⎛
⎜ ⎜ ⎝ |
| |
50% x
TSR Payout Factor |
| |
⎞
⎟ ⎟ ⎠ |
| |
plus
|
| |
⎛
⎜ ⎜ ⎝ |
| |
50% x
ROAIC Payout Factor |
| |
⎞
⎟ ⎟ ⎠ |
| |
⎞
⎟ ⎟ ⎟ ⎠ |
|
|
Performance Measure
|
| |
Threshold
(0% payout) |
| |
Target
(100% payout) |
| |
Maximum
(200% payout) |
| |||||||||
| Target Corporate Consolidated | | | | | | | | | | | | | | | | | | | |
| Absolute EVA® Dollars | | | | $ | 63.7 million | | | | | $ | 71.1 million | | | | | $ | 80.2 million | | |
|
NEO*
|
| |
Target LTCIC Dollar Value
for the 2021-2023 Performance Period |
| |||
| Daniel W. Fisher | | | | $ | 497,000 | | |
| Scott C. Morrison | | | | $ | 361,000 | | |
| Ronald J. Lewis | | | | $ | 274,000 | | |
| David A. Kaufman | | | | $ | 130,000 | | |
| Stacey J. Valy Panayiotou | | | | $ | 140,000 | | |
| Charles E. Baker | | | | $ | 220,000 | | |
|
Executive
|
| |
Ownership Multiple
(of Base Salary) |
|
| Chairman and CEO | | |
6x
|
|
| SVPs and EVPs | | |
3x
|
|
| Other Executives | | |
1 to 2x
|
|
|
REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE
BOARD OF DIRECTORS |
| | | |
| | |
Cynthia A. Niekamp
Betty J. Sapp
Todd A. Penegor
Stuart A. Taylor II
|
COMPENSATION TABLES AND NARRATIVE
|
| | | |
| | |
|
Name & Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||||||||
|
Daniel W. Fisher
Chairman and CEO |
| | | | 2023 | | | | | $ | 1,249,038 | | | | | $ | 0 | | | | | $ | 2,900,025 | | | | | $ | 2,899,992 | | | | | $ | 2,050,485 | | | | | $ | 174,155 | | | | | $ | 44,861 | | | | | $ | 9,318,556 | | |
| | | 2022 | | | | | $ | 1,086,231 | | | | | $ | 0 | | | | | $ | 3,019,438 | | | | | $ | 2,193,986 | | | | | $ | 493,700 | | | | | $ | 0 | | | | | $ | 46,026 | | | | | $ | 6,839,380 | | | |||
| | | 2021 | | | | | $ | 857,846 | | | | | $ | 0 | | | | | $ | 994,009 | | | | | $ | 994,002 | | | | | $ | 1,918,261 | | | | | $ | 71,578 | | | | | $ | 23,640 | | | | | $ | 4,859,338 | | | |||
|
Howard H. Yu
EVP and CFO |
| | | | 2023 | | | | | $ | 175,000 | | | | | $ | 700,000 | | | | | $ | 2,682,929 | | | | | $ | 0 | | | | | $ | 153,632 | | | | | $ | 0 | | | | | $ | 698,748 | | | | | $ | 4,410,309 | | |
| | | 2022 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | |||
| | | 2021 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | |||
|
Scott C. Morrison
Former EVP, CFO |
| | | | 2023 | | | | | $ | 814,478 | | | | | $ | 0 | | | | | $ | 721,990 | | | | | $ | 722,002 | | | | | $ | 1,043,102 | | | | | $ | 246,543 | | | | | $ | 87,820 | | | | | $ | 3,635,935 | | |
| | | 2022 | | | | | $ | 783,293 | | | | | $ | 0 | | | | | $ | 721,994 | | | | | $ | 722,006 | | | | | $ | 426,210 | | | | | $ | 0 | | | | | $ | 32,637 | | | | | $ | 2,686,139 | | | |||
| | | 2021 | | | | | $ | 760,563 | | | | | $ | 0 | | | | | $ | 721,977 | | | | | $ | 722,009 | | | | | $ | 1,629,588 | | | | | $ | 109,666 | | | | | $ | 27,301 | | | | | $ | 3,971,104 | | | |||
|
Ronald J. Lewis
SVP & COO Global Bev Pkging |
| | | | 2023 | | | | | $ | 753,650 | | | | | $ | 0 | | | | | $ | 660,026 | | | | | $ | 659,999 | | | | | $ | 737,389 | | | | | $ | 106,018 | | | | | $ | 104,299 | | | | | $ | 3,021,381 | | |
| | | 2022 | | | | | $ | 724,715 | | | | | $ | 0 | | | | | $ | 660,010 | | | | | $ | 660,000 | | | | | $ | 221,756 | | | | | $ | 38,826 | | | | | $ | 1,132,218 | | | | | $ | 3,437,526 | | | |||
| | | 2021 | | | | | $ | 697,471 | | | | | $ | 0 | | | | | $ | 1,466,589 | | | | | $ | 548,006 | | | | | $ | 1,532,600 | | | | | $ | 87,644 | | | | | $ | 1,201,938 | | | | | $ | 5,534,248 | | | |||
|
David A. Kaufman
SVP & President Ball Aerospace |
| | | | 2023 | | | | | $ | 519,615 | | | | | $ | 0 | | | | | $ | 280,028 | | | | | $ | 279,997 | | | | | $ | 1,028,144 | | | | | $ | 125,122 | | | | | $ | 45,379 | | | | | $ | 2,278,285 | | |
| | | 2022 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | |||
| | | 2021 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | |||
|
Stacey J. Valy Panayiotou
SVP & CHRO |
| | | | 2023 | | | | | $ | 519,615 | | | | | $ | 0 | | | | | $ | 343,182 | | | | | $ | 343,204 | | | | | $ | 493,440 | | | | | $ | 28,390 | | | | | $ | 187,432 | | | | | $ | 1,915,263 | | |
| | | 2022 | | | | | $ | 500,000 | | | | | $ | 300,000 | | | | | $ | 1,754,481 | | | | | $ | 339,992 | | | | | $ | 181,250 | | | | | $ | 19,594 | | | | | $ | 555,019 | | | | | $ | 3,650,336 | | | |||
| | | 2021 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | |||
|
Charles E. Baker
Former VP, General Counsel and Corporate Secretary |
| | | | 2023 | | | | | $ | 608,032 | | | | | $ | 0 | | | | | $ | 469,999 | | | | | $ | 470,007 | | | | | $ | 626,839 | | | | | $ | 169,450 | | | | | $ | 24,396 | | | | | $ | 2,368,723 | | |
| | | 2022 | | | | | $ | 584,699 | | | | | $ | 0 | | | | | $ | 469,989 | | | | | $ | 470,000 | | | | | $ | 251,487 | | | | | $ | 98,390 | | | | | $ | 34,077 | | | | | $ | 1,908,640 | | | |||
| | | 2021 | | | | | $ | 565,041 | | | | | $ | 0 | | | | | $ | 812,801 | | | | | $ | 439,997 | | | | | $ | 1,017,651 | | | | | $ | 159,921 | | | | | $ | 33,631 | | | | | $ | 3,029,043 | | |
|
NEO
|
| |
Perquisites
and Other Personal Benefits(1)(2) |
| |
Payments/
Accruals on Termination Plans |
| |
Registrant
Contributions to Defined Contribution Plans(3) |
| |
Insurance
Premiums |
| |
Discounted
Securities Purchases |
| |
Registrant
Contributions to Deferred Compensation Plans(4) |
| |
Expatriate &
Relocation Benefits(5) |
| |||||||||||||||||||||
| Daniel W. Fisher | | | | $ | 30,755 | | | | | $ | — | | | | | $ | 13,200 | | | | | $ | 906 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Howard H. Yu | | | | $ | — | | | | | $ | — | | | | | $ | 14,606 | | | | | $ | 533 | | | | | $ | — | | | | | $ | — | | | | | $ | 683,609 | | |
| Scott C. Morrison | | | | $ | 72,564 | | | | | $ | — | | | | | $ | 13,200 | | | | | $ | 856 | | | | | $ | 1,200 | | | | | $ | — | | | | | $ | — | | |
| Ronald J. Lewis | | | | $ | — | | | | | $ | — | | | | | $ | 13,200 | | | | | $ | 533 | | | | | $ | 1,200 | | | | | $ | — | | | | | $ | 89,366 | | |
| David A. Kaufman | | | | $ | 10,000 | | | | | $ | — | | | | | $ | 13,200 | | | | | $ | 979 | | | | | $ | 1,200 | | | | | $ | 20,000 | | | | | $ | — | | |
| Stacey J. Valy Panayiotou | | | | $ | — | | | | | $ | — | | | | | $ | 13,200 | | | | | $ | 533 | | | | | $ | — | | | | | $ | 9,481 | | | | | $ | 164,218 | | |
| Charles E. Baker | | | | $ | — | | | | | $ | — | | | | | $ | 13,200 | | | | | $ | 533 | | | | | $ | 1,200 | | | | | $ | 9,463 | | | | | $ | — | | |
|
NEO
|
| |
Grant Date
|
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
per Share Fair Value of All Other Stock Awards |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise or
Base Price of Equity Incentive Plan Awards or Option Awards ($ per Share) |
| |
Grant Date
Fair Value of Equity Incentive Plan Awards and Stock and Option Awards(1) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Daniel W. Fisher
|
| | | | 1/1/23(2) | | | | | $ | — | | | | | $ | 1,812,500 | | | | | $ | 3,625,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1/25/23(3) | | | | | $ | — | | | | | $ | 1,450,000 | | | | | $ | 2,900,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 1/25/23(4) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 51,201 | | | | | | 102,402 | | | | | | | | | | | | | | | | | | | | | | | $ | 56.64 | | | | | $ | 2,900,025 | | | |||
| | | 1/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 171,091 | | | | | $ | 56.64 | | | | | $ | 2,899,992 | | | |||
|
Howard H. Yu
|
| | | | 9/25/23(5) | | | | | $ | — | | | | | $ | 172,620 | | | | | $ | 345,240 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 10/13/23(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 60,865 | | | | | $ | 44.08 | | | | | | | | | | | | | | | | | $ | 2,682,929 | | | |||
|
Scott C. Morrison
|
| | | | 1/1/23(2) | | | | | $ | — | | | | | $ | 815,081 | | | | | $ | 1,630,161 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1/25/23(3) | | | | | $ | — | | | | | $ | 361,000 | | | | | $ | 722,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 1/25/23(4) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 12,747 | | | | | | 25,494 | | | | | | | | | | | | | | | | | | | | | | | $ | 56.64 | | | | | $ | 721,990 | | | |||
| | | 1/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 42,596 | | | | | $ | 56.64 | | | | | $ | 722,002 | | | |||
|
Ronald J. Lewis
|
| | | | 1/1/23(2) | | | | | $ | — | | | | | $ | 754,208 | | | | | $ | 1,508,416 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1/25/23(3) | | | | | $ | — | | | | | $ | 330,000 | | | | | $ | 660,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 1/25/23(4) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 11,653 | | | | | | 23,306 | | | | | | | | | | | | | | | | | | | | | | | $ | 56.64 | | | | | $ | 660,026 | | | |||
| | | 1/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,938 | | | | | $ | 56.64 | | | | | $ | 659,999 | | | |||
|
David A. Kaufman
|
| | | | 1/1/23(2) | | | | | $ | — | | | | | $ | 442,000 | | | | | $ | 884,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1/25/23(3) | | | | | $ | — | | | | | $ | 140,000 | | | | | $ | 280,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 1/25/23(4) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 4,944 | | | | | | 9,888 | | | | | | | | | | | | | | | | | | | | | | | $ | 56.64 | | | | | $ | 280,028 | | | |||
| | | 1/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 16,519 | | | | | $ | 56.64 | | | | | $ | 279,997 | | | |||
|
Stacey J. Valy Panayiotou
|
| | | | 1/1/23(2) | | | | | $ | — | | | | | $ | 416,000 | | | | | $ | 832,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1/25/23(3) | | | | | $ | — | | | | | $ | 171,600 | | | | | $ | 343,200 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 1/25/23(4) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 6,059 | | | | | | 12,118 | | | | | | | | | | | | | | | | | | | | | | | $ | 56.64 | | | | | $ | 343,182 | | | |||
| | | 1/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,248 | | | | | $ | 56.64 | | | | | $ | 343,204 | | | |||
|
Charles E. Baker
|
| | | | 1/1/23(2) | | | | | $ | — | | | | | $ | 486,786 | | | | | $ | 973,572 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 1/25/23(3) | | | | | $ | — | | | | | $ | 235,000 | | | | | $ | 470,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 1/25/23(4) | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 8,298 | | | | | | 16,596 | | | | | | | | | | | | | | | | | | | | | | | $ | 56.64 | | | | | $ | 469,999 | | | |||
| | | 1/25/23 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 27,729 | | | | | $ | 56.64 | | | | | $ | 470,007 | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
NEO
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#)(2) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($)(3) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) |
| ||||||||||||||||||||||||
|
Daniel W. Fisher
|
| | | | 22,536(5) | | | | | | — | | | | | | | | $ | 33.0750 | | | | | | 2/4/2025 | | | | | | 14,000 | | | | | $ | 805,280 | | | | | | 89,145 | | | | | $ | 5,127,620 | | |
| | | 19,378(5) | | | | | | — | | | | | | | | $ | 33.0500 | | | | | | 1/27/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 46,838(5) | | | | | | — | | | | | | | | $ | 38.3750 | | | | | | 1/25/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 49,614 | | | | | | — | | | | | | | | $ | 38.8400 | | | | | | 1/24/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 52,805 | | | | | | — | | | | | | | | $ | 50.7800 | | | | | | 1/23/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 31,836 | | | | | | 10,612 | | | | | | | | $ | 72.5900 | | | | | | 1/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 25,101 | | | | | | 25,101 | | | | | | | | $ | 85.3300 | | | | | | 1/28/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 11,478 | | | | | | 34,434 | | | | | | | | $ | 86.5700 | | | | | | 1/26/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 13,520 | | | | | | 40,558 | | | | | | | | $ | 81.0100 | | | | | | 4/27/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | — | | | | | | 171,091 | | | | | | | | $ | 56.6400 | | | | | | 1/25/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| Howard H. Yu | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 60,865 | | | | | $ | 3,500,955 | | | | | | | | | | | | | | |
|
Scott C. Morrison
|
| | | | 54,400(5) | | | | | | — | | | | | | | | $ | 24.5350 | | | | | | 1/29/2024 | | | | | | | | | | | | | | | | | | 29,548 | | | | | $ | 1,699,601 | | |
| | | 70,422(5) | | | | | | — | | | | | | | | $ | 33.0750 | | | | | | 2/4/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 57,702(5) | | | | | | — | | | | | | | | $ | 33.0500 | | | | | | 1/27/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 67,916(5) | | | | | | — | | | | | | | | $ | 38.3750 | | | | | | 1/25/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 70,562 | | | | | | — | | | | | | | | $ | 38.8400 | | | | | | 1/24/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 54,785 | | | | | | — | | | | | | | | $ | 50.7800 | | | | | | 1/23/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 33,203 | | | | | | 11,068 | | | | | | | | $ | 72.5900 | | | | | | 1/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 18,233 | | | | | | 18,232 | | | | | | | | $ | 85.3300 | | | | | | 1/28/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 8,337 | | | | | | 25,012 | | | | | | | | $ | 86.5700 | | | | | | 1/26/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | — | | | | | | 42,596 | | | | | | | | $ | 56.6400 | | | | | | 1/25/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Ronald J. Lewis
|
| | | | 47,506 | | | | | | — | | | | | | | | $ | 72.7300 | | | | | | 9/13/2029 | | | | | | 7,000 | | | | | $ | 402,640 | | | | | | 25,699 | | | | | $ | 1,478,206 | | |
| | | 19,532 | | | | | | 6,510 | | | | | | | | $ | 72.5900 | | | | | | 1/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 13,839 | | | | | | 13,838 | | | | | | | | $ | 85.3300 | | | | | | 1/28/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 7,621 | | | | | | 22,864 | | | | | | | | $ | 86.5700 | | | | | | 1/26/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | — | | | | | | 38,938 | | | | | | | | $ | 56.6400 | | | | | | 1/25/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
David A. Kaufman
|
| | | | 8,680(5) | | | | | | — | | | | | | | | $ | 38.3750 | | | | | | 1/25/2027 | | | | | | 4,900 | | | | | $ | 281,848 | | | | | | 11,225 | | | | | $ | 645,662 | | |
| | | 8,379 | | | | | | — | | | | | | | | $ | 38.8400 | | | | | | 1/24/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 6,766 | | | | | | — | | | | | | | | $ | 50.7800 | | | | | | 1/23/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 5,371 | | | | | | 1,790 | | | | | | | | $ | 72.5900 | | | | | | 1/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 6,566 | | | | | | 6,565 | | | | | | | | $ | 85.3300 | | | | | | 1/28/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 3,233 | | | | | | 9,700 | | | | | | | | $ | 86.5700 | | | | | | 1/26/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | — | | | | | | 16,519 | | | | | | | | $ | 56.6400 | | | | | | 1/25/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Stacey J. Valy Panayiotou
|
| | | | 12,222 | | | | | | 12,222 | | | | | | | | $ | 94.8100 | | | | | | 11/29/2031 | | | | | | 6,000 | | | | | $ | 345,120 | | | | | | 12,939 | | | | | $ | 744,251 | | |
| | | 3,926 | | | | | | 11,778 | | | | | | | | $ | 86.5700 | | | | | | 1/26/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | — | | | | | | 20,248 | | | | | | | | $ | 56.6400 | | | | | | 1/25/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Charles E. Baker
|
| | | | 35,212(5) | | | | | | — | | | | | | | | $ | 33.0750 | | | | | | 2/4/2025 | | | | | | 2,800 | | | | | $ | 161,056 | | | | | | 18,883 | | | | | $ | 1,086,150 | | |
| | | 29,066(5) | | | | | | — | | | | | | | | $ | 33.0500 | | | | | | 1/27/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 37,470(5) | | | | | | — | | | | | | | | $ | 38.3750 | | | | | | 1/25/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 39,691 | | | | | | — | | | | | | | | $ | 38.8400 | | | | | | 1/24/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 31,353 | | | | | | — | | | | | | | | $ | 50.7800 | | | | | | 1/23/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 19,532 | | | | | | 6,510 | | | | | | | | $ | 72.5900 | | | | | | 1/29/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 11,111 | | | | | | 11,111 | | | | | | | | $ | 85.3300 | | | | | | 1/28/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 5,427 | | | | | | 16,282 | | | | | | | | $ | 86.5700 | | | | | | 1/26/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | — | | | | | | 27,729 | | | | | | | | $ | 56.6400 | | | | | | 1/25/2033 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | |
~January 31, 2024
|
| |
~January 31, 2025
|
| |
~January 31, 2026
|
| |||||||||
|
Mr. Fisher
|
| | | | 11,649 | | | | | | 26,295 | | | | | | 51,201 | | |
|
Mr. Morrison
|
| | | | 8,461 | | | | | | 8,340 | | | | | | 12,747 | | |
|
Mr. Lewis
|
| | | | 6,422 | | | | | | 7,624 | | | | | | 11,653 | | |
|
Mr. Kaufman
|
| | | | 3,047 | | | | | | 3,234 | | | | | | 4,944 | | |
|
Ms. Valy Panayiotou
|
| | | | 2,953 | | | | | | 3,927 | | | | | | 6,059 | | |
|
Mr. Baker
|
| | | | 5,156 | | | | | | 5,429 | | | | | | 8,298 | | |
| | | |
Option Awards
|
| |
Stock Awards(1)
|
| ||||||||||||||||||
|
NEO
|
| |
Number of
Shares Acquired on Exercise |
| |
Value
Realized on Exercise ($) |
| |
Number of
Shares Acquired on Vesting |
| |
Value
Realized on Vesting ($)(2)(3) |
| ||||||||||||
| Daniel W. Fisher | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
| Howard H. Yu | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
| Scott C. Morrison | | | | | 30,000 | | | | | $ | 792,150 | | | | | | — | | | | | $ | — | | |
| Ronald J. Lewis | | | | | — | | | | | $ | — | | | | | | 7,773 | | | | | $ | 436,543 | | |
| David A. Kaufman | | | | | — | | | | | $ | — | | | | | | 2,100 | | | | | $ | 111,888 | | |
| Stacey J. Valy Panayiotou | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
| Charles E. Baker | | | | | 44,800 | | | | | $ | 1,483,328 | | | | | | 1,200 | | | | | $ | 63,936 | | |
|
NEO
|
| |
Executive
Contributions in Last FY ($) |
| |
Registrant
Contributions in Last FY ($) |
| |
Aggregate
Earnings in Last FY ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($) |
| |||||||||||||||
| Daniel W. Fisher | | | | $ | — | | | | | $ | — | | | | | $ | 147,890 | | | | | $ | — | | | | | $ | 1,193,073 | | |
| Howard H. Yu | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Scott C. Morrison | | | | $ | — | | | | | $ | — | | | | | $ | 2,670,308 | | | | | $ | — | | | | | $ | 20,884,419 | | |
| Ronald J. Lewis | | | | $ | — | | | | | $ | — | | | | | $ | 161,067 | | | | | $ | — | | | | | $ | 1,277,013 | | |
| David A. Kaufman | | | | $ | 121,706 | | | | | $ | 20,000 | | | | | $ | 228,836 | | | | | $ | — | | | | | $ | 2,094,669 | | |
| Stacey J. Valy Panayiotou | | | | $ | — | | | | | $ | 9,481 | | | | | $ | 417 | | | | | $ | — | | | | | $ | 10,167 | | |
| Charles E. Baker | | | | $ | 47,317 | | | | | $ | 9,463 | | | | | $ | 1,801,254 | | | | | $ | — | | | | | $ | 15,954,378 | | |
| If, at the beginning of the year, benefit service is: | | | Annual lump sum benefit accrued and payable at age 65 | |
| 0 to 9 full years of benefit service | | | 11.5% of base pay + 5% of base pay over 50% of SSWB(1) | |
| 10 to 19 full years of benefit service | | | 13.0% of base pay + 5% of base pay over 50% of SSWB(1) | |
| 20 or more full years of benefit service | | | 15.0% of base pay + 5% of base pay over 50% of SSWB(1) | |
| Discount Rate at December 31, 2023 | | | 5.13% and 5.32% for U.S. accounting assumptions for the Ball Pension Plan and Aerospace Pension Plan, respectively | |
| Mortality | | | Pri-2012 white collar tables projected generationally from 2012 using Scale MP-2021 | |
| Preretirement Decrements | | | None | |
| Qualified Form of Pension Payment | | |
Ball Pension Plan: Life Annuity—30% and Lump Sum—70%
Aerospace Pension Plan: Life Annuity—50% and Lump Sum—50%
|
|
|
NEO
|
| |
Plan Name
|
| |
Number
of Years Credited Service |
| |
Present
Value of Accumulated Benefit ($) |
| |
Payments
During Last Fiscal Year ($) |
| |||||||||
|
Daniel W. Fisher
|
| |
U.S. Qualified
|
| | | | 13.86 | | | | | $ | 284,371 | | | | | $ | 0 | | |
| U.S. SERP | | | | | 13.86 | | | | | $ | 383,401 | | | | | $ | 0 | | | |||
|
Howard H. Yu
|
| |
U.S. Qualified
|
| | | | — | | | | | $ | 0 | | | | | $ | 0 | | |
| U.S. SERP | | | | | — | | | | | $ | 0 | | | | | $ | 0 | | | |||
|
Scott C. Morrison
|
| |
U.S. Qualified
|
| | | | 23.26 | | | | | $ | 813,253 | | | | | $ | 0 | | |
| U.S. SERP | | | | | 23.26 | | | | | $ | 891,186 | | | | | $ | 0 | | | |||
|
Ronald J. Lewis
|
| |
U.S. Qualified
|
| | | | 4.33 | | | | | $ | 139,475 | | | | | $ | 0 | | |
| U.S. SERP | | | | | 4.33 | | | | | $ | 186,201 | | | | | $ | 0 | | | |||
|
David A. Kaufman
|
| |
U.S. Qualified
|
| | | | 23.15 | | | | | $ | 548,880 | | | | | $ | 0 | | |
| U.S. SERP | | | | | 23.15 | | | | | $ | 96,501 | | | | | $ | 0 | | | |||
|
Stacey J. Valy Panayiotou
|
| |
U.S. Qualified
|
| | | | 2.09 | | | | | $ | 51,002 | | | | | $ | 0 | | |
| U.S. SERP | | | | | — | | | | | $ | 0 | | | | | $ | 0 | | | |||
|
Charles E. Baker
|
| |
U.S. Qualified
|
| | | | 30.46 | | | | | $ | 1,225,769 | | | | | $ | 0 | | |
| U.S. SERP | | | | | 30.46 | | | | | $ | 738,306 | | | | | $ | 0 | | |
|
Component
|
| |
Voluntary
Termination or Retirement |
| |
Death
|
| |
Disability
|
| |
Termination
Without Cause |
| |
Termination for
Cause |
| |
Termination
Following a Change in Control |
|
|
Cash Severance
|
| |
No additional benefits received.
|
| |
No additional benefits received.
|
| |
No additional benefits received.
|
| |
CEO—2 times base salary plus target annual incentive in a lump sum.
|
| |
No additional benefits received.
|
| |
All NEOs—2 times base salary plus target annual incentive in a lump sum.
|
|
| | | | | | | | | |
All other NEOs—1.25 or 1.5 times base salary plus target annual incentive in a lump sum.
|
| | | | | | | |||
|
Treatment of
Annual Incentives |
| |
If voluntary termination occurs mid- performance period, the NEO will forfeit the payment. NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) will receive a prorated portion of the award at the end of the performance period if the performance goal is attained.
|
| |
If death occurs mid-performance period, NEOs’ beneficiaries receive a prorated portion of the award at the end of the performance period if the performance goal is attained.
|
| |
If disability occurs mid-performance period, NEOs receive a prorated portion of the award at the end of the performance period if the performance goal is attained.
|
| |
If terminated mid-performance period, NEOs will receive a prorated portion of the award at the end of the performance period if the performance goal is attained.
|
| | Any payment is forfeited. | | |
If terminated mid-performance period, NEOs receive a prorated portion of the target award.
|
|
|
Component
|
| |
Voluntary Termination
or Retirement |
| |
Death
|
| |
Disability
|
| |
Termination
Without Cause |
| |
Termination for
Cause |
| |
Termination
Following a Change in Control |
|
|
Treatment of Long-Term Cash Incentives
|
| |
If voluntary termination occurs mid-performance period, the NEO will forfeit the payment. NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) will receive the full award at the end of the performance period if the performance goal is attained, contingent upon signing a noncompetition agreement.
|
| |
If death occurs mid-performance period, NEOs’ beneficiaries receive the full award at the end of the performance period if the performance goal is attained.
|
| |
If disability occurs mid-performance period, NEOs receive the full award at the end of the performance period if the performance goal is attained.
|
| |
If termination occurs mid- performance period, NEOs who meet the criteria for retirement (combined age and service of 70 or above with minimum age 55) receive the full award at the end of the performance period if the performance goal is attained, contingent upon signing a noncompetition agreement.
|
| |
Any payments are forfeited.
|
| |
NEOs receive a lump sum payment prorated based on the performance at target
|
|
|
Treatment of Restricted Stock Units
|
| | All unvested RSUs are forfeited. | | | All unvested RSUs vest. | | | All unvested RSUs vest. | | | All unvested RSUs are forfeited. | | | All unvested RSUs are forfeited. | | | All unvested RSUs vest. | |
|
Treatment of Performance- Contingent RSUs
|
| |
If voluntary termination occurs mid- performance period, the NEO will forfeit the award. For NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) and who have signed a noncompetition agreement, unvested PC-RSUs will vest at the end of the performance period if the performance measure is achieved.
|
| |
All unvested PC-RSUs vest at the end of the performance period if the performance measure is achieved.
|
| |
All unvested PC-RSUs vest at the end of the performance period if the performance measure is achieved.
|
| |
For NEOs who meet the criteria for retirement (combined age and service of 70 or above with minimum age of 55) and who have signed a noncompetition agreement, unvested PC-RSUs will vest at the end of the performance period if the performance measure is achieved.
|
| |
Any awards are forfeited.
|
| |
All unvested PC-RSUs vest.
|
|
|
Component
|
| |
Voluntary Termination
or Retirement |
| |
Death
|
| |
Disability
|
| |
Termination
Without Cause |
| |
Termination for
Cause |
| |
Termination
Following a Change in Control |
|
|
Treatment of Stock Options/ SARs
|
| |
Awards granted before 2017. For NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service, and who have signed a noncompetition agreement, unvested options/SARs will continue to vest under the normal schedule and vested options/ SARs will remain exercisable for a maximum of 5 years. For all other NEOs, unvested options/SARs are forfeited and vested options/SARs remain exercisable for a maximum of 30 days. Awards granted in 2017 or later. Treatment of awards remains the same, except NEOs who voluntarily retire must have combined age and service years of 70 or above (minimum age of 55) and sign a noncompetition agreement for continued vesting of unvested options/SARs.
|
| |
All options/SARs vest.
|
| |
Options/SARs continue to vest pursuant to the original vesting schedule.
|
| |
Awards granted before 2017. For NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service, and who have signed a noncompetition agreement, unvested options/SARs will continue to vest under the normal schedule and vested options/ SARs will remain exercisable for a maximum of 5 years. For all other NEOs, unvested options/SARs are forfeited and vested options/ SARs remain exercisable for a maximum of 30 days. Awards granted in 2017 or later. Treatment of awards remains the same, except NEOs who voluntarily retire must have combined age and service years of 70 or above (minimum age of 55).
|
| |
Any awards are forfeited.
|
| |
All options/SARs vest and in lieu of common stock issuable upon exercise, the NEOs are paid a lump sum amount equal to the number of outstanding shares underlying the options/SARs multiplied by the excess of the closing stock price on the date of termination over the exercise price.
|
|
|
Component
|
| |
Voluntary Termination
or Retirement |
| |
Death
|
| |
Disability
|
| |
Termination
Without Cause |
| |
Termination for
Cause |
| |
Termination
Following a Change in Control |
|
|
Treatment of Deposit Share Program RSUs
|
| |
NEOs who voluntarily terminate forfeit any unvested award. NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) receive a prorated portion of unvested RSUs.
|
| |
All unvested RSUs vest.
|
| |
All unvested RSUs vest.
|
| |
NEOs who meet the criteria for retirement (combined age and service years of 70 or above minimum age of 55) receive a prorated portion of unvested RSUs.
|
| |
Any award is forfeited.
|
| |
All unvested RSUs vest.
|
|
|
Retirement Benefits
|
| |
No additional benefits received.
|
| |
No additional benefits received.
|
| |
No additional benefits received.
|
| |
CEO—Paid a lump sum amount equal to 2 years of full premium accounts.
|
| |
No additional benefits received.
|
| |
Paid a lump sum amount equal to 2 years of full premium accounts.
|
|
| | | | | | | | | |
All other NEOs—Paid a lump sum amount equal to 1.25 or 1.5 years of full premium amounts.
|
| | | | | | | |||
|
Health and Welfare Benefits
|
| |
No additional benefits received.
|
| |
No additional benefits received.
|
| |
Continued for 2 years.
|
| |
CEO—Paid a lump sum amount equal to 2 years of full premium amounts.
|
| |
No additional benefits received.
|
| |
All NEOs—Paid a lump sum amount equal to 2 years of full premium amounts.
|
|
| | | | | | | | | |
All other NEOs—Paid a lump sum amount equal to 1.25 or 1.5 years of full premium amounts.
|
| | | | | | | |||
|
Other Benefits
|
| |
NEOs who voluntarily retire with combined age and service years of 70 or above (minimum age of 55) receive financial planning services valued at up to $10,000 per year for two years.
|
| | No additional benefits received. | | |
For all NEOs, insurance provides long-term disability payment of up to $20,000 per month.
|
| |
For all NEOs, outplacement benefits valued at $20,000 and financial planning services valued at up to $10,000 per year for two years.
|
| | No additional benefits received. | | |
For all NEOs, outplacement benefits valued at $20,000 and payment for excise taxes incurred as a result of Code Section 280G excess payments, if applicable.
|
|
|
NEO
|
| | | | |
Voluntary
|
| |
Death
|
| |
Disability
|
| |
Without
Cause |
| |
For
Cause |
| |
Change
in Control |
| ||||||||||||||||||
|
Daniel W. Fisher
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 6,125,000 | | | | | $ | — | | | | | $ | 6,125,000 | | |
| Long-Term Cash Incentive | | | | | — | | | | | | 2,547,000 | | | | | | 2,547,000 | | | | | | — | | | | | | — | | | | | | 1,214,667 | | | |||
| Outstanding Stock Awards | | | | | — | | | | | | 805,280 | | | | | | 805,280 | | | | | | — | | | | | | — | | | | | | 805,280 | | | |||
|
Outstanding Performance Awards
|
| | | | — | | | | | | 4,457,570 | | | | | | 4,457,570 | | | | | | — | | | | | | — | | | | | | 4,457,570 | | | |||
| Unexercisable Stock Options | | | | | — | | | | | | 150,560 | | | | | | 150,560 | | | | | | — | | | | | | — | | | | | | 150,560 | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | 271,146 | | | | | | — | | | | | | 271,146 | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 39,752 | | | | | | 39,752 | | | | | | — | | | | | | 55,101 | | | |||
| Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | — | | | | | $ | 7,960,410 | | | | | $ | 8,000,162 | | | | | $ | 6,475,898 | | | | | $ | — | | | | | $ | 13,099,324 | | | |||
|
Howard H. Yu
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,995,000 | | | | | $ | — | | | | | $ | 2,660,000 | | |
| Long-Term Cash Incentive | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Outstanding Stock Awards | | | | | — | | | | | | 3,500,955 | | | | | | 3,500,955 | | | | | | — | | | | | | — | | | | | | 3,500,955 | | | |||
|
Outstanding Performance Awards
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Unexercisable Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 51,079 | | | | | | 51,079 | | | | | | — | | | | | | 52,678 | | | |||
| Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | — | | | | | $ | 3,500,955 | | | | | $ | 3,552,034 | | | | | $ | 2,086,079 | | | | | $ | — | | | | | $ | 6,233,633 | | | |||
|
Scott C. Morrison
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,445,242 | | | | | $ | — | | | | | $ | 3,260,323 | | |
| Long-Term Cash Incentive | | | | | 722,000 | | | | | | 722,000 | | | | | | 722,000 | | | | | | 722,000 | | | | | | — | | | | | | 361,000 | | | |||
| Outstanding Stock Awards | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
|
Outstanding Performance Awards
|
| | | | 1,212,924 | | | | | | 1,212,924 | | | | | | 1,212,924 | | | | | | 1,212,924 | | | | | | — | | | | | | 1,212,924 | | | |||
| Unexercisable Stock Options | | | | | 37,484 | | | | | | 37,484 | | | | | | 37,484 | | | | | | 37,484 | | | | | | — | | | | | | 37,484 | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | 166,981 | | | | | | — | | | | | | 233,987 | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 39,993 | | | | | | 39,993 | | | | | | — | | | | | | 55,423 | | | |||
| Perquisites | | | | | 20,000 | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | 1,992,408 | | | | | $ | 1,972,408 | | | | | $ | 2,012,401 | | | | | $ | 4,664,624 | | | | | $ | — | | | | | $ | 5,181,141 | | | |||
|
Ronald J. Lewis
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 2,262,624 | | | | | $ | — | | | | | $ | 3,016,832 | | |
| Long-Term Cash Incentive | | | | | — | | | | | | 660,000 | | | | | | 660,000 | | | | | | — | | | | | | — | | | | | | 330,000 | | | |||
| Outstanding Stock Awards | | | | | — | | | | | | 402,640 | | | | | | 402,640 | | | | | | — | | | | | | — | | | | | | 402,640 | | | |||
|
Outstanding Performance Awards
|
| | | | — | | | | | | 1,108,813 | | | | | | 1,108,813 | | | | | | — | | | | | | — | | | | | | 1,108,813 | | | |||
| Unexercisable Stock Options | | | | | — | | | | | | 34,265 | | | | | | 34,265 | | | | | | — | | | | | | — | | | | | | 34,265 | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | 138,006 | | | | | | — | | | | | | 193,684 | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 37,956 | | | | | | 37,956 | | | | | | — | | | | | | 52,678 | | | |||
| Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | — | | | | | $ | 2,205,718 | | | | | $ | 2,243,674 | | | | | $ | 2,478,586 | | | | | $ | — | | | | | $ | 5,158,912 | | | |||
|
David A. Kaufman
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,443,000 | | | | | $ | — | | | | | $ | 1,924,000 | | |
| Long-Term Cash Incentive | | | | | 280,000 | | | | | | 280,000 | | | | | | 280,000 | | | | | | 280,000 | | | | | | — | | | | | | 140,000 | | | |||
| Outstanding Stock Awards | | | | | 161,574 | | | | | | 281,848 | | | | | | 281,848 | | | | | | 281,848 | | | | | | — | | | | | | 281,848 | | | |||
|
Outstanding Performance Awards
|
| | | | 470,399 | | | | | | 470,399 | | | | | | 470,399 | | | | | | 470,399 | | | | | | — | | | | | | 470,399 | | | |||
| Unexercisable Stock Options | | | | | 14,537 | | | | | | 14,537 | | | | | | 14,537 | | | | | | 14,537 | | | | | | — | | | | | | 14,537 | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | 115,550 | | | | | | — | | | | | | 161,939 | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 37,956 | | | | | | 37,956 | | | | | | — | | | | | | 52,678 | | | |||
| Perquisites | | | | | 20,000 | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | 946,510 | | | | | $ | 1,046,784 | | | | | $ | 1,084,740 | | | | | $ | 2,683,290 | | | | | $ | — | | | | | $ | 3,065,401 | | | |||
|
Stacey J. Valy Panayiotou
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,170,000 | | | | | $ | — | | | | | $ | 1,872,000 | | |
| Long-Term Cash Incentive | | | | | — | | | | | | 341,600 | | | | | | 341,600 | | | | | | — | | | | | | — | | | | | | 170,533 | | | |||
| Outstanding Stock Awards | | | | | — | | | | | | 345,120 | | | | | | 345,120 | | | | | | — | | | | | | — | | | | | | 345,120 | | | |||
|
Outstanding Performance Awards
|
| | | | — | | | | | | 574,395 | | | | | | 574,395 | | | | | | — | | | | | | — | | | | | | 574,395 | | | |||
| Unexercisable Stock Options | | | | | — | | | | | | 17,818 | | | | | | 17,818 | | | | | | — | | | | | | — | | | | | | 17,818 | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | 37,961 | | | | | | — | | | | | | 59,347 | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 1,080 | | | | | | 1,080 | | | | | | — | | | | | | 3,038 | | | |||
| Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | 40,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | — | | | | | $ | 1,278,933 | | | | | $ | 1,280,013 | | | | | $ | 1,249,041 | | | | | $ | — | | | | | $ | 3,062,252 | | | |||
|
Charles E. Baker
|
| |
Cash Severance
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 1,369,085 | | | | | $ | — | | | | | $ | 2,190,536 | | |
| Long-Term Cash Incentive | | | | | 470,000 | | | | | | 470,000 | | | | | | 470,000 | | | | | | 470,000 | | | | | | — | | | | | | 235,000 | | | |||
| Outstanding Stock Awards | | | | | 92,320 | | | | | | 161,056 | | | | | | 161,056 | | | | | | 161,056 | | | | | | — | | | | | | 161,056 | | | |||
|
Outstanding Performance Awards
|
| | | | 789,577 | | | | | | 789,577 | | | | | | 789,577 | | | | | | 789,577 | | | | | | — | | | | | | 789,577 | | | |||
| Unexercisable Stock Options | | | | | 24,402 | | | | | | 24,402 | | | | | | 24,402 | | | | | | 24,402 | | | | | | — | | | | | | 24,402 | | | |||
| Retirement Benefits | | | | | — | | | | | | — | | | | | | — | | | | | | 148,825 | | | | | | — | | | | | | 245,232 | | | |||
| Health & Welfare | | | | | — | | | | | | — | | | | | | 19,420 | | | | | | 19,420 | | | | | | — | | | | | | 33,206 | | | |||
| Perquisites | | | | | 11,000 | | | | | | — | | | | | | — | | | | | | 31,000 | | | | | | — | | | | | | 20,000 | | | |||
|
Total
|
| | | $ | 1,387,299 | | | | | $ | 1,445,035 | | | | | $ | 1,464,455 | | | | | $ | 3,013,365 | | | | | $ | — | | | | | $ | 3,699,009 | | |
| Fiscal year | | | Summary Compensation Table Total for First PEO(1) | | | Summary Compensation Table Total for Second PEO(1) | | | Compensation Actually Paid to First PEO(2) | | | Compensation Actually Paid to Second PEO(2) | | | Average Summary Compensation Table Total for non-PEO NEOs(2) | | | Average Compensation Actually Paid to non-PEO NEOs (3) | | | Value of Initial Fixed $100 Investment Based on: | | | Net Income (in millions) | | | (in millions) | | |||||||||||||||||||||||||||||||||
| Total Shareholder Return | | | Peer Group Total Shareholder Return(4) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2023 | | | | | N/A | | | | | $ | | | | | | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2022 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
| 2021 | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2020 | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | N/A | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| Most Important Performance Measures(5) | |
| | |
| | |
| | |
2023—Mr. Yu, Mr. Morrison, Mr. Lewis, Mr. Kaufman, Ms. Valy Panayiotou, and Mr. Baker
2022—Mr. Morrison, Ms. Valy Panayiotou, Mr. Lewis, and Mr. Baker
2021—Mr. Morrison, Mr. Fisher, Mr. Lewis, and Mr. Baker
2020—Mr. Morrison, Mr. Fisher, Ms. Pauley, and Mr. Baker
| PEO SCT Total to CAP Reconciliation | | | ||||||||||||||||||||||||||||||||
| Prior FYE | | | 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2021 | | | 12/31/2022 | | | |||||||||||||||||
| Current FYE | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2022 | | | 12/31/2023 | | | |||||||||||||||||
| Fiscal Year | | | 2020—1st PEO | | | 2021—1st PEO | | | 2022—1st PEO | | | 2022—2nd PEO | | | 2023—2nd PEO | | | |||||||||||||||||
| SCT Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | |||||||
| − Defined Benefit Pension Compensation included in SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | | ||||
| + ASC Service Cost for All Defined Benefits Plans in Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | |||||||
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | |||||||
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | |||||
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | |||||||
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | ||||
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | |||||||
| + Dividends Accrued not included in Fair Values | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | |||||||
| Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | |
| Non-PEO NEO SCT Total to CAP Reconciliation | | ||||||||||||||||||||||||
| Prior FYE | | | 12/31/2019 | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | ||||||||||||
| Current FYE | | | 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2023 | | ||||||||||||
| Fiscal Year | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | ||||||||||||
| SCT Total | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| - Defined Benefit Pension Compensation included in SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
| + ASC Service Cost for All Defined Benefits Plans in Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | ||
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| + Dividends Accrued not included in Fair Values | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| Compensation Actually Paid | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | |
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![[MISSING IMAGE: bc_capvstsr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0000009389/000110465924033725/bc_capvstsr-pn.jpg)
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|
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (B) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C) |
| |||||||||
| Equity compensation plans approved by security holders | | | | | 8,905,005 | | | | | $ | 55.48 | | | | | | 11,286,918 | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 8,905,005 | | | | | $ | 55.48 | | | | | | 11,286,918 | | |
|
BENEFICIAL OWNERSHIP
|
| | | |
| | |
|
Title of Class
|
| |
Name of Beneficial Owner
|
| |
Shares
Beneficially Owned(1) |
| |
Percent of
Class(2) |
| |
Number of Shares
Which Become Available or Subject to Options Exercisable or Which Become Exercisable Within 60 Days of March 4, 2024(3) |
| |
Deferred
Share or Stock Unit Equivalent(4) |
| |
Restricted
Stock Unit Shares or Units(5) |
| |||||||||||||||
| Common | | | Charles E. Baker | | | | | 466,273(6) | | | | | | * | | | | | | 233,288 | | | | | | 118,307 | | | | | | 13,727 | | |
| Common | | | John A. Bryant | | | | | 8,863 | | | | | | * | | | | | | 3,025 | | | | | | 4,989 | | | | | | 15,181 | | |
| Common | | | Michael J. Cave | | | | | 11,225 | | | | | | * | | | | | | 3,025 | | | | | | 9,488 | | | | | | 37,505 | | |
| Common | | | Daniel W. Fisher | | | | | 485,854(7) | | | | | | * | | | | | | 364,039 | | | | | | 22,828 | | | | | | 149,040 | | |
| Common | | | Dune E. Ives | | | | | 4,960 | | | | | | * | | | | | | 3,025 | | | | | | — | | | | | | 4,708 | | |
| Common | | | David A. Kaufman | | | | | 63,851 | | | | | | * | | | | | | 51,431 | | | | | | 24,691 | | | | | | 13,190 | | |
| Common | | | Ronald J. Lewis | | | | | 151,303 | | | | | | * | | | | | | 119,284 | | | | | | 11,593 | | | | | | 51,873 | | |
| Common | | | Pedro H. Mariani | | | | | 14,844 | | | | | | * | | | | | | 3,025 | | | | | | — | | | | | | 65,753 | | |
| Common | | | Scott C. Morrison | | | | | 883,934 | | | | | | * | | | | | | 420,331 | | | | | | 311,194 | | | | | | 21,087 | | |
| Common | | | Georgia R. Nelson | | | | | 25,960 | | | | | | * | | | | | | 3,025 | | | | | | 74,978 | | | | | | 98,425 | | |
| Common | | | Cynthia A. Niekamp | | | | | 16,863 | | | | | | * | | | | | | 3,025 | | | | | | — | | | | | | 31,069 | | |
| Common | | | Todd A. Penegor | | | | | 6,025 | | | | | | * | | | | | | 3,025 | | | | | | 3,222 | | | | | | 11,218 | | |
| Common | | | Cathy D. Ross | | | | | 3,025 | | | | | | * | | | | | | 3,025 | | | | | | 12,404 | | | | | | 18,537 | | |
| Common | | | Betty Sapp | | | | | 7,822 | | | | | | * | | | | | | 3,025 | | | | | | 1,541 | | | | | | 12,040 | | |
| Common | | | Stuart A. Taylor II | | | | | 122,381 | | | | | | * | | | | | | 3,025 | | | | | | 6,105 | | | | | | 181,681 | | |
| Common | | | Stacey J. Valy Panayiotou | | | | | 45,144 | | | | | | * | | | | | | 26,936 | | | | | | 2,086 | | | | | | 22,788 | | |
| Common | | | Howard H. Yu | | | | | — | | | | | | * | | | | | | — | | | | | | — | | | | | | 73,895 | | |
| Common | | |
All of the above and present
executive officers as a group (23) |
| | | | 2,544,547(8) | | | | | | * | | | | | | 1,383,822 | | | | | | 616,717 | | | | | | 898,356 | | |
|
DELINQUENT SECTION 16(a) REPORTS
|
| | | |
| | |
|
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
|
| | | |
| | |
|
Name and Address of Beneficial Owner
|
| |
Shares
Beneficially Owned |
| |
Percent
of Class |
| ||||||
|
The Vanguard Group
100 Vanguard Boulevard Malvern, Pennsylvania 19355 |
| | | | 35,587,833(1) | | | | | | 11.29 | | |
|
BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
| | | | 22,543,154(2) | | | | | | 7.1 | | |
|
Parnassus Investments, LLC
1 Market Street San Francisco, CA 94105 |
| | | | 21,062,707(3) | | | | | | 6.68 | | |
|
State Street Corporation
1 Congress Street, Suite 1 Boston, MA 02114 |
| | | | 18,962,210(4) | | | | | | 6.01 | | |
|
T. Rowe Price Associates, Inc.
100 East Pratt Street Baltimore, Maryland 21202 |
| | | | 18,348,229(5) | | | | | | 5.8 | | |
363,926 shares with shared power to vote or direct to vote.
34,331,167 shares with sole power to dispose of or to direct the disposition of.
1,256,666 shares with shared power to dispose of or to direct the disposition of.
22,543,154 shares with sole dispositive power.
No shares with shared voting power and shared dispositive power.
21,062,707 shares with sole dispositive power.
No shares with shared voting power and shared dispositive power.
7,226,474 shares with shared voting power.
No shares with sole positive power.
13,535,804 shares with shared dispositive power.
18,348,229 shares with sole dispositive power.
No shares with shared voting power.
No shares with shared dispositive power.
|
FEES PAID TO THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM |
| | | |
| | |
|
(In millions)
|
| |
Fiscal 2023
|
| |
Fiscal 2022
|
| ||||||
| Audit Fees | | | | $ | 11.5 | | | | | $ | 10.9 | | |
| Audit-Related Fees | | | | | 0.7 | | | | | | 0.5 | | |
| Tax Fees | | | | | 1.1 | | | | | | 0.9 | | |
| All Other Fees | | | | | — | | | | | | — | | |
|
REPORT OF THE AUDIT COMMITTEE
|
| | | |
| | |
John A. Bryant
Michael J. Cave
Todd A. Penegor
|
VOTING ITEM 1—ELECTION OF DIRECTORS
|
| | | |
| | |
|
![]() |
| |
The Board of Directors recommends a vote FOR the election of each director nominee named.
|
|
|
VOTING ITEM 2—RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT AUDITOR |
| | | |
| | |
|
![]() |
| |
The Board of Directors recommends that shareholders vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Ball’s independent registered public accounting firm.
|
|
|
VOTING ITEM 3—ADVISORY (NON-BINDING) VOTE TO APPROVE COMPENSATION OF NEO’S
|
| | | |
| | |
|
![]() |
| |
The Board of Directors recommends a vote FOR the advisory (non-binding) vote approving compensation of the company’s named executive officers.
|
|
|
ANNUAL MEETING
|
| | | |
| | |
|
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
|
| | | |
| | |
| | | |
Proposal
|
| |
Management
Proposals |
| |||||||||||||||||||||
|
1
|
| |
Election of the seven director nominees to serve for a one-year term expiring at the annual meeting in 2024
|
| | | | |
FOR
each nominee
|
| ||||||||||||||||||
|
■ John A. Bryant
|
| | | | | ■ Michael J. Cave | | | | | | ■ Daniel W. Fisher | | | | | | ■ Pedro H. Mariani | | | ||||||||
| | | |
■ Cathy D. Ross
|
| | | | | ■ Betty J. Sapp | | | | | |
■ Stuart A. Taylor II
|
| | | | | | | | | | | | |
|
2
|
| |
Ratification of the appointment of PricewaterhouseCoopers LLP as Ball’s independent registered public accounting firm for 2024
|
| | | | |
FOR
|
| ||||||||||||||||||
|
3
|
| |
Approve, by non-binding advisory vote, the compensation of our named executive officers
|
| | | | |
FOR
|
|
|
SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING
|
| | | |
| | |
|
HOUSEHOLDING
|
| | | |
| | |
|
SOLICITATION AND OTHER MATTERS
|
| | | |
| | |
| | | |
By Order of the Board of Directors,
Hannah Lim-Johnson Corporate Secretary |
|
Westminster, Colorado