BALL Corp
For the period ended Apr 30, 2025. Filed Mar 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2025 · Filed Mar 20, 2025
Contents
Pay Versus Performance
To identify our median-paid employee from our total, global workforce, we used the methodology, material assumptions, adjustments and estimates described below:
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We used annual base salary as the “consistently applied compensation measure” rather than total compensation as calculated under the Summary Compensation Table disclosure rules.
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We determined our median employee as of October 31, 2024.
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As of our October 31 determination date, our total, global workforce was 15,801 employees,
consisting of 4,622 U.S. employees and 11,179 non-U.S. employees.
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All non-U.S. employees’ pay was converted into USD using exchange rates based on our determination date.
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We excluded, under the de minimis exception to the pay ratio rule, all employees in Paraguay (303), Myanmar (104), Turkey (138), and Egypt (192), or 737 employees out of a total of 15,801 employees.
PAY VERSUS PERFORMANCE
| · Fiscal year · · · Summary Compensation Table Total for First PEO(1)(3) · · · Summary Compensation Table Total for Second PEO(1) · · · Compensation Actually Paid to First PEO(2)(3) · · · Compensation Actually Paid to Second PEO(1) · · · Average Summary Compensation Table Total for non-PEO NEOs(2)(3) · · · Average Compensation Actually Paid to non-PEO NEOs(3) · · · Value of Initial Fixed $100 Investment Based on: · · · Net Income(6) (in millions) · · · EVA®(7)(in millions) · · · · · · · · · · · | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Ball Total Shareholder Return(4) · · · Peer Group Total Shareholder Return(4)(5) · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · · | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 2024 | | | | $ | N/A | | | | | $12,329,337 | | | | | $ | N/A | | | | | $18,286,482 | | | | | $3,531,615 | | | | | $4,375,184 | | | | | $90 | | | | | $137 | | | | | $4,008 | | | | | $365.6 | | | | | | | | | | | | |
| | 2023 | | | | $ | N/A | | | | | $9,318,556 | | | | | $ | N/A | | | | | $12,840,113 | | | | | $2,938,316 | | | | | $3,598,245 | | | | | $93 | | | | | $119 | | | | | $707 | | | | | $140.9 | | | | | | | | | | | | |
| | 2022 | | | | $9,355,973 | | | | | $6,839,380 | | | | | $(13,778,165) | | | | | $(1,197,919) | | | | | $2,920,660 | | | | | $(968,660) | | | | | $81 | | | | | $110 | | | | | $719 | | | | | $63.7 | | | | | | | | | | | | | ||
| | 2021 | | | | $13,924,380 | | | | | $ | N/A | | | | | $17,348,994 | | | | | $ | N/A | | | | | $4,348,433 | | | | | $4,895,797 | | | | | $151 | | | | | $134 | | | | | $878 | | | | | $289.8 | | | | | | | | | | | | |
| | 2020 | | | | $13,875,858 | | | | | $ | N/A | | | | | $46,128,593 | | | | | $ | N/A | | | | | $3,339,322 | | | | | $9,252,715 | | | | | $145 | | | | | $121 | | | | | $585 | | | | | $271.2 | | | | | | | | | | | | |
The following table identifies the three most important financial performance measures used to link the compensation paid to our CEO and other NEOs. The role of each of these performance measures is discussed in detail in the CD&A section.
| | Most Important Performance Measures(5) | |
|---|---|---|
| | EVA® | |
| | TSR | |
| | ROAIC | |
(1)
In the table above, PEO refers to “Principle Executive Officer”. Mr. Fisher succeeded Mr. John A. Hayes as CEO in April 2022. All references to “First PEO” in this table and footnotes relate to Mr. Hayes and all references to “Second PEO” relate to Mr. Fisher.
(2)
The non-PEO NEOs represented in the table and footnotes are as follows:
2024—Mr. Yu, Mr. Lewis, Ms. Causey, and Ms. Lim-Johnson
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
(3)
Values included for equity awards in the table have been calculated as prescribed by the SEC and the fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.
| · PEO Summary Compensation Table (SCT) Total to Compensation Actually Paid (CAP) Reconciliation · | ||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Prior FYE · · · 12/31/2019 · · · 12/31/2020 · · · 12/31/2021 · · · 12/31/2021 · · · 12/31/2022 · · · 12/31/2023 · | ||||||||||||||||||||||||||||||||
| · Current FYE · · · 12/31/2020 · · · 12/31/2021 · · · 12/31/2022 · · · 12/31/2022 · · · 12/31/2023 · · · 12/31/2024 · | ||||||||||||||||||||||||||||||||
| · Fiscal Year · · · 2020—1st PEO · · · 2021—1st PEO · · · 2022—1st PEO · · · 2022—2nd PEO · · · 2023—2nd PEO · · · 2024—2nd PEO · | ||||||||||||||||||||||||||||||||
| | SCT Total | | | | $13,875,858 | | | | | $13,924,380 | | | | | $9,355,973 | | | | | $6,839,380 | | | | | $9,318,556 | | | | | $12,329,337 | | |
| | − Defined Benefit Pension Compensation included in SCT | | | | $(450,696) | | | | | $(186,605) | | | | | $— | | | | | $— | | | | | $(174,155) | | | | | $(111,795) | | |
| | + ASC Service Cost for All Defined Benefits Plans in Fiscal Year | | | | $145,018 | | | | | $149,468 | | | | | $144,577 | | | | | $54,840 | | | | | $50,534 | | | | | $52,099 | | |
| | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | $(6,080,002) | | | | | $(6,520,023) | | | | | $(6,519,959) | | | | | $(5,213,423) | | | | | $(5,800,017) | | | | | $(6,429,985) | | |
| | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | $13,460,031 | | | | | $6,283,459 | | | | | $1,153,420 | | | | | $1,550,659 | | | | | $8,810,484 | | | | | $9,607,295 | | |
| | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | $22,372,515 | | | | | $4,883,938 | | | | | $(16,788,025) | | | | | $(4,004,324) | | | | | $465,890 | | | | | $2,812,838 | | |
| | + 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 | | | | $2,801,549 | | | | | $(1,185,622) | | | | | $(1,124,151) | | | | | $(425,050) | | | | | $168,821 | | | | | $26,693 | | |
| | − 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 | | | | $4,320 | | | | | $— | | | | | $— | | | | | $— | | | | | $— | | | | | $— | | |
| | Compensation Actually Paid | | | | $46,128,593 | | | | | $17,348,994 | | | | | $(13,778,165) | | | | | $(1,197,919) | | | | | $12,840,113 | | | | | $18,286,482 | | |
62 | WWW.BALL.COM/INVESTORS
| · Non-PEO NEO SCT Total to CAP Reconciliation · | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · Prior FYE · · · 12/31/2019 · · · 12/31/2020 · · · 12/31/2021 · · · 12/31/2022 · · · 12/31/2023 · | |||||||||||||||||||||||||||
| · Current FYE · · · 12/31/2020 · · · 12/31/2021 · · · 12/31/2022 · · · 12/31/2023 · · · 12/31/2024 · | |||||||||||||||||||||||||||
| · Fiscal Year · · · 2020 · · · 2021 · · · 2022 · · · 2023 · · · 2024 · | |||||||||||||||||||||||||||
| | SCT Total | | | | $3,339,322 | | | | | $4,348,433 | | | | | $2,920,660 | | | | | $2,938,316 | | | | | $3,531,615 | | |
| | − Defined Benefit Pension Compensation included in SCT | | | | $(220,868) | | | | | $(107,202) | | | | | $(39,202) | | | | | $(112,587) | | | | | $(32,312) | | |
| | + ASC Service Cost for All Defined Benefits Plans in Fiscal Year | | | | $63,608 | | | | | $58,044 | | | | | $38,432 | | | | | $30,055 | | | | | $10,441 | | |
| | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | $(1,068,010) | | | | | $(1,674,848) | | | | | $(1,449,618) | | | | | $(1,272,227) | | | | | $(1,317,515) | | |
| | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | $2,364,371 | | | | | $1,640,084 | | | | | $271,498 | | | | | $1,838,842 | | | | | $1,896,167 | | |
| | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | $4,083,753 | | | | | $834,008 | | | | | $(2,546,960) | | | | | $110,635 | | | | | $233,947 | | |
| | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | $— | | | | | $— | | | | | $139,155 | | | | | $— | | | | | $— | | |
| | + 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 | | | | $687,107 | | | | | $(202,756) | | | | | $(302,626) | | | | | $65,212 | | | | | $52,841 | | |
| | − 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 | | | | $3,433 | | | | | $34 | | | | | $— | | | | | $— | | | | | $— | | |
| | Compensation Actually Paid | | | | $9,252,715 | | | | | $4,895,797 | | | | | $(968,660) | | | | | $3,598,245 | | | | | $4,375,184 | | |
(4)
The numbers previously disclosed for Ball’s TSR for 2021 and for peer group TSR for 2020-2023 have been updated. The differences relate to utilizing different providers who use different methodologies for dividend reinvestment. All TSR numbers disclosed above are now based on the same reinvestment methodology.
(5)
Our Peer Group for TSR is the Dow Jones Containers & Packaging Index (DJCPI). The majority of Ball’s sales and earnings are generated from our global packaging business, and members of the DJCPI compete across similar markets and product categories for rigid packaging and secondary packaging. While short-term share price movements may not fully capture our progress in 2024, the foundation we are building, through growing volumes, robust cash flow, increasing EVA dollars and significant capital returns, positions us to drive sustained value for shareholders in the years ahead. Ball’s 1-year, 3-year and 5-year total shareholder returns are shown below, relative to both the DJCPI and the S&P 500.
(6)
2024 net income included the proceeds of the sale of our Aerospace business.
(7)
Our Company Selected Measure is EVA® as it is the lens used to measure business and strategic initiatives. There is a high correlation between our total executive compensation actually paid compared to our EVA® performance over the past three years. As mentioned under “Changes to Executive Compensation for 2025”, the company has made changes to the incentive programs for 2025 to ensure that our compensation plans are aligned to our strategy of simplifying sustainability for our customers by delivering scalable aluminum packaging solutions and to our ambition of achieving a $30 billion market capitalization by 2030. EVA® has served us well as our key incentive metric and will continue to play a role going forward. However, from 2025 we will use a broader set of incentive measures to support our new strategy.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.