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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o
 
Preliminary Proxy Statement

o
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý
 
Definitive Proxy Statement

o
 
Definitive Additional Materials

o
 
Soliciting Material under §240.14a-12

 

BALL CORPORATION
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý
 
No fee required.

o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 
 
(1)
 
Title of each class of securities to which transaction applies:
         
    (2)   Aggregate number of securities to which transaction applies:
         
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
    (4)   Proposed maximum aggregate value of transaction:
         
    (5)   Total fee paid:
         

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Fee paid previously with preliminary materials.

o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
         
    (2)   Form, Schedule or Registration Statement No.:
         
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    (4)   Date Filed:
         

 

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GRAPHIC

GRAPHIC

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2019 HIGHLIGHTS

We are pleased to present our 2019 achievements and initiatives.

GRAPHIC

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LETTER TO SHAREHOLDERS

March 16, 2020

Dear Ball Corporation Shareholders,

On behalf of Ball Corporation's Board of Directors, we are pleased to highlight a few of the company's accomplishments and prospects outlined in detail in the attached 2020 Proxy Statement. As a Board, we truly believe that Ball is in a transformative period of growth, which we will leverage to build an even stronger platform for future success.

This year's Proxy Statement is substantially revised and reformatted to facilitate your review of key areas of significance for Ball Corporation, including our 2019 financial performance; Environmental, Social and Governance accomplishments; and recent awards and recognitions. As we enter our 140th year as a company and our tenth year of Drive for 10, we are proud to highlight our leadership in the packaging and aerospace industries, as well as in key initiatives such as sustainability, diversity and inclusion, and company engagement. Please also note that over the past six years, we have used the retirements of several Board members to reconstitute our Board of Directors with members representing race, gender, age, nationality and experiential diversity, so that our board more closely resembles the world and business environment in which we operate.

For over 25 years, Ball Corporation's compensation programs have been strongly aligned with the execution of our business strategy and the interests of our shareholders. In particular, we have continued to tie a significant part of our executive compensation to our EVA® discipline. As you review the compensation discussion and analysis included in the Proxy Statement, you will also note that our Named Executive Officer compensation is strongly linked to our pay-for-performance philosophy, with 74% of the NEO target compensation at risk in 2019.

In summary, while we will always remain true to our core values of integrity, behaving like owners, attention to detail and innovation, we have also brought great focus to repositioning Ball Corporation and each of its businesses for long-term success, as detailed in our 2020 Annual Report which is distributed to you concurrently. We look forward to delivering diluted earnings per share growth of 10 to 15 percent per year over time, increasing EVA® dollars generated on a growing capital base, becoming the sustainability leader in all our businesses, and successfully executing on our disciplined capital allocation strategy.

Thank you for your investment in Ball Corporation and for this opportunity to reflect on our recent accomplishments, our exciting future, and why we are so proud to be members of the Ball Corporation team.


GRAPHIC 		 
GRAPHIC

John A. Hayes
Chairman, President and CEO
 
Stuart A. Taylor
Lead Independent Director

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​     GRAPHIC     WHEN   ​   ​   GRAPHIC     WHERE   ​   ​   GRAPHIC     RECORD DATE   ​
    Wednesday April 29, 2020
7:30 a.m., local time 		          Omni Interlocken Hotel
500 Interlocken Blvd.
Broomfield, Colorado 80021 		          You can vote if you are a shareholder of record on March 5, 2020    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

The Annual Meeting of Shareholders of Ball Corporation will be held at the Omni Interlocken Hotel in Broomfield, Colorado for the following purposes:

ITEMS OF BUSINESS
    


​

​

    

 

   
Item 		  Board's Voting
Recommendation 		  ► See
page
​ ​ ​ ​ ​ ​ ​
1   To elect four Class II director nominees to serve for a three-year term expiring at the annual meeting in 2023

 ■​    John A. Hayes    ​   ■​    Cathy D. Ross    ​   ■​    Betty Sapp    ​   ■​    Stuart A. Taylor II    ​

  FOR each nominee   76
​ ​ ​ ​ ​ ​ ​
2   To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for 2020   FOR   77
​ ​ ​ ​ ​ ​ ​
3   To approve, by non-binding advisory vote, the compensation of the named executive officers ("NEOs") as disclosed in the following Proxy Statement   FOR   78
​ ​ ​ ​ ​ ​ ​
    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        
​ ​ ​ ​ ​ ​ ​

Shareholders of record at the close of business on March 5, 2020, are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. This Proxy Statement contains important information about the meeting and the matters being voted upon.

Your vote is important. You are encouraged to read the accompanying proxy materials carefully. To ensure your shares are represented at the Annual Meeting, we urge you to vote your shares by completing and returning the proxy card as promptly as possible. You may also vote by telephone or over the Internet, or if you request a paper copy of the materials by mail. You may revoke your proxy at any time before the final vote at the Annual Meeting.

    By Order of the Board of Directors,

 
 
Charles E. Baker
Corporate Secretary
 
 
    March 16, 2020
Broomfield, Colorado

PLEASE NOTE:

The 2020 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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PROXY STATEMENT

TABLE OF CONTENTS

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​

    


​ ​ ​
1       PROXY STATEMENT SUMMARY
​ ​  ​

12  
 
BOARD AND CORPORATE GOVERNANCE
​ ​  ​
12     Our Board of Directors
​ ​  ​
12    

Board Composition

​ ​  ​
14    

Director Nominees

​ ​  ​
16    

Directors Continuing in Office

​ ​  ​
20     Board Leadership Structure and Risk Oversight
​ ​  ​
21    

Board Diversity

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21    

Director Training

​ ​  ​
22    

Contacting our Board

​ ​  ​
22    

Meetings of Nonmanagement and Independent Directors

​ ​  ​
22    

Director Independence Standards

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23     Board and Committee Membership
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23    

Board Meetings and Annual Meeting

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23    

Board Committees

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28     Director Compensation
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30     Non-Employee Director Stock Ownership Guidelines
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30     Corporate Governance
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30    

Corporate Governance Guidelines

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30    

Policies on Business Ethics and Conduct

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31     Transactions with Related Persons, Promoters and Certain Control Persons
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32  
 
EXECUTIVE COMPENSATION
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32     Executive Compensation Discussion and Analysis
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33    

Executive Summary

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43    

Compensation Objectives and Philosophy

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43    

Role of the Human Resources Committee and Executive Compensation Consultant

​ ​  ​
43    

Market Reference Points and Peer Groups

​ ​  ​
45    

Process for Determining Executive Compensation

​ ​  ​

​ ​ ​
46      

Specifics Related to the 2019 Executive Compensation Elements

​ ​  ​
52      

Other Executive Compensation Policies and Guidelines

​ ​  ​
53       Report of the Human Resources Committee of the Board of Directors
​ ​  ​
54       Compensation Tables and Narrative
​ ​  ​

72    
 
STOCK OWNERSHIP INFORMATION    
​ ​  ​
72       Beneficial Ownership
​ ​  ​
72       Delinquent Section 16(a) Reports
​ ​  ​
73       Voting Securities and Principal Shareholders
​ ​  ​

74    
 
AUDIT MATTERS
​ ​  ​
74       Fees Paid to the Independent Registered Public Accounting Firm
​ ​  ​
75       Report of the Audit Committee
​ ​  ​

76    
 
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
​ ​  ​
76       ​ Item 1 ​—Election of Directors
​ ​  ​
77       ​ Item 2 ​—Ratification of the Appointment of Independent Auditor
​ ​  ​
78       ​ Item 3 ​—Advisory (Non-Binding) Vote to Approve Executive Compensation
​ ​  ​

81    
 
VOTING AND MEETING INFORMATION
​ ​  ​
81       Questions and Answers About the Annual Meeting and Voting
​ ​  ​
82       Shareholder Proposals for 2021 Annual Meeting
​ ​  ​
82       Householding
​ ​  ​
83       Solicitation and Other Matters
​ ​  ​
    ​
    ​
​ ​  ​
84       EXHIBIT A—BALL CORPORATION BYLAWS
​ ​  ​
​

BALL CORPORATION 2020 PROXY STATEMENT   |   i

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PROXY STATEMENT SUMMARY

The following summary highlights certain key disclosures in this Proxy Statement. This is only a summary, and it may not contain all the information that is important to you. For more complete information, please review the entire Proxy Statement as well as our 2019 Annual Report on Form 10-K.

BALL CORPORATION 2020 ANNUAL MEETING OF SHAREHOLDERS

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​

    

 

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​     GRAPHIC     WHEN   ​   ​   GRAPHIC     WHERE   ​   ​   GRAPHIC     RECORD DATE   ​
    Wednesday April 29, 2020
7:30 a.m., local time 		          Omni Interlocken Hotel
500 Interlocken Blvd.
Broomfield, Colorado 80021 		          March 5, 2020    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

 

The Notice of Annual Meeting, Proxy Statement, and proxy card were first furnished and made available to the Company's shareholders on or about March 16, 2020, to solicit proxies for the Annual Meeting.

Please submit your proxy as soon as possible. All properly completed proxies submitted by telephone or the Internet, and all properly executed written proxies returned by shareholders will be voted at the meeting. Voting will be in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting. You must be a shareholder of record as of the close of business on March 5, 2020, to attend and vote at the Annual Meeting of Shareholders and any adjournment thereof.

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.

​

BALL CORPORATION 2020 PROXY STATEMENT   |   1

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PROXY STATEMENT SUMMARY


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GRAPHIC   HOW TO VOTE

Shareholders of record as of March 5, 2020, desiring to submit a proxy by telephone or via the Internet will be required to enter the unique voter control number imprinted on the proxy card. You should have the proxy card available for reference when initiating this process.

​ ​ ​ ​ ​ ​ ​
The deadline to vote is 11:59 p.m. EDT on April 28, 2020, unless you attend the annual meeting   Registered holders

(shares are registered in your own name)

  Beneficial owners

(shares are held "in street name" in a stock brokerage account or by a bank, nominee or other holder of record)

​ ​  ​ ​ ​ ​ ​
GRAPHIC   BY MOBILE DEVICE   Scan the QR code         GRAPHIC   Scan the QR code         GRAPHIC
​ ​  ​ ​ ​ ​ ​
GRAPHIC   BY INTERNET   Vote your shares online 24/7 at
www.proxyvote.com 		  Vote your shares online 24/7 at
www.proxyvote.com
​ ​  ​ ​ ​ ​ ​
GRAPHIC   BY TELEPHONE   Call toll-free, 24/7: 1-800-690-6903   Call toll-free 24/7: 1-800-690-6903
​ ​  ​ ​ ​ ​ ​
GRAPHIC   BY MAIL   If you requested printed copies of the proxy materials, please complete, date, sign and return your proxy card in the postage-paid envelope   Complete, date, sign and return your voting information form in the postage-paid envelope
​ ​  ​ ​ ​ ​ ​
GRAPHIC   IN PERSON  

§

Attend the Annual Meeting and vote by ballot

§

You will need to present a valid photo ID

§

There will be no formal presentation at the Annual Meeting

 

§

Attend the Annual Meeting and vote by ballot

§

You will need to present a valid photo ID and proof of your stock ownership, such as a bank or brokerage account statement or letter from your broker

§

There will be no formal presentation at the Annual Meeting

​ ​  ​ ​ ​ ​ ​

 

​ ​ ​
     
GRAPHIC   Voluntary E-delivery of Proxy Materials

Help the environment by consenting to receive electronic
delivery. Sign up at www.proxyvote.com.

​ ​ ​
​

2   |   WWW.BALL.COM/INVESTORS

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PROXY STATEMENT SUMMARY
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CORPORATE GOVERNANCE HIGHLIGHTS

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​

    


​

    

 

Board Independence

 

​

    

 

§       9 of 11 directors are independent
​ ​ ​

§    
 
Only independent directors serve on Audit, Human Resources and Nominating and Corporate Governance Committees
​ ​ ​

§    
 
All committees have independent director chair
​ ​ ​

§    
 
Lead Independent Director has defined role that follows NYSE director independence standards
​ ​ ​

 

​

    

 

Board Diversity

 

​

    

 

§       4 of 11 directors are women
​ ​ ​

§    
 
4 of 11 directors are ethnically diverse
​ ​ ​

§    
 
Balanced director tenure
​ ​ ​

§    
 
Board composition represents diversity in gender, ethnicity, age, skills and experiences
​ ​ ​

§    
 
Director Retirement Policy mandates retirement age at 72
​ ​ ​

​

    

 

Other Governance Best Practices

 

​

    


§       All corporate governance documents are available on our website www.ball.com/investors under "Corporate Governance"
​ ​ ​

§    
 
Oversight of CEO and management performance
​ ​ ​

§    
 
Board and management succession planning
​ ​ ​

§    
 
Business Ethics Code of Conduct and Executive Officers and Directors Business Ethics Statement
​ ​ ​

§    
 
Rigorous compensation governance practices as discussed in the Executive Compensation Discussion and Analysis
​ ​ ​

§    
 
Comprehensive Enterprise Risk Management process
​ ​ ​

§    
 
Annual Board and Committee evaluations
​ ​ ​

§    
 
One-on-one meetings between the chair and each individual director
​ ​ ​

§    
 
Engagement of outside compensation consultant
​ ​ ​

§    
 
Regular executive sessions with nonmanagement and independent directors
​ ​ ​

§    
 
Orientation training for all new directors and ongoing continuous education programs
​ ​ ​

§    
 
Commitment to corporate social responsibility, environmental sustainability, and diversity and inclusion initiatives
​ ​ ​

§    
 
Stock ownership guidelines for directors and executive officers
​ ​ ​

§    
 
Each Board Committee has its own charter
​ ​ ​

§    
 
"Listening Tour" engagement with largest shareholders and the CEO and Lead Independent Director
​ ​ ​
​

BALL CORPORATION 2020 PROXY STATEMENT   |   3

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PROXY STATEMENT SUMMARY

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COMPANY SUSTAINABILITY, DIVERSITY & INCLUSION AND COMPANY ENGAGEMENT

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​

    

 

     
GRAPHIC   OUR COMMITMENT TO CORPORATE SOCIAL RESPONSIBLITY AND ENVIRONMENTAL SUSTAINABILITY

At Ball Corporation, we believe in our people, our culture and our ability to deliver value to our stakeholders. Like uncompromising integrity and customer focus, sustainability is part of our Drive for 10 vision and has been a part of who we are since our founding in 1880.

Our triple bottom-line approach to sustainability—environmental, economic and social—has evolved over the years and is the lens through which we conduct business at every level of our organization today. Sustainability is a key part of our business strategy, and influences how we manage and operate our businesses, serve our customers, care for the environment and our communities, secure profits and drive long-term prosperity.

We focus our sustainability efforts on a variety of initiatives including product stewardship, operational excellence, human capital management EVA® generation and community engagement. In our manufacturing operations around the world, we work on continuous improvement of employee safety and engagement, energy and water efficiency, reducing air emissions, and waste reduction and recycling. And our commitment extends outside of our walls.

Today's consumers are acutely aware of the plastic pollution crisis, and they are choosing brands based on sustainability. Customers understand this growing concern for the environment and their unique position in impacting the environment, for better or worse, especially through the packaging materials they use. Infinitely recyclable and economically valuable, aluminum unlocks the full potential of packaging to help customers convey values and purpose to consumers.

Aluminum cans, bottles and now cups are an increasingly attractive option for sustainability-conscious brands and consumers who want to do the right thing for the environment. Unlike plastic, glass, cartons or compostable containers, aluminum can be recycled again and again without losing quality, and is in high demand across industries and applications, pushing its collection, sorting and recycling rates to the highest of any material. That's why 75% of all aluminum ever produced is still in use today.

In 2017, Resource Recycling Systems recognized aluminum beverage cans as the most recycled beverage package in the world, with a global average recycling rate of 69%. In comparison, only 43% of PET and 46% of glass bottles were collected, although not necessarily recycled. These findings solidify aluminum beverage packaging as the leader in real recycling, where the package is collected and then transformed into an item of equal value (product-to-product or material-to-material recycling). In the case of aluminum beverage packaging, which is monomaterial, a can, bottle or cup can be recycled and made back into the same product in as little as 60 days. Plastic beverage containers, on the other hand, are typically down cycled into lower-value products such as carpet, railroad ties, plastic lumber, etc., which will eventually end up in a landfill.

Because recycling aluminum saves resources and uses significantly less energy than primary aluminum production, we are innovating and collaborating with our customers, supply chain, and other public and private partners to establish and financially support initiatives to increase recycling rates. As two examples, we work together to create effective collection and recycling systems and educate consumers about the sustainability benefits of aluminum packaging.

Our aerospace business plays a role in sustainability as well. More and more, our systems are measuring key elements of the physical environment and supporting environmental monitoring and operational weather forecasting programs, as well as providing environmental intelligence on weather, the Earth's climate system, precipitation, drought, air pollution, vegetation and biodiversity measurements.

The data captured through Ball-built instruments and satellites enable an enhanced understanding of the Earth's ecosystem and the stratospheric ozone layer and severe storm tracking, and better enabling effective management of natural resources, including helping experts to make routine drought assessments and fire prevention plans.

​

4   |   WWW.BALL.COM/INVESTORS

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PROXY STATEMENT SUMMARY
​

At Ball, our sustained long-term success depends not only on our products and our operations, but on an engaged and sustainable workforce. We continue to invest in talent recruitment and development to ensure we have the right people with the right skills in the right roles, and providing our employees with opportunities to advance their careers. We also are committed to embracing diversity and providing an inclusive environment where employees can thrive. A focus on diversity among individuals and teams helps to unleash ideas and fuel innovation, which drives growth and economic value throughout our global organization.

A healthy and sustainable business also depends on thriving communities. Ball's commitment to the

communities where we live and operate is an integral part of our corporate culture, as we continue to support organizations, programs and civic initiatives that advance sustainable livelihoods. Community engagement is how our company and our employees enrich the places where we live and work beyond providing jobs, benefits and paying local taxes. Through the Ball Foundation, corporate giving, employee giving and volunteerism, we invest in the future of the communities that sustain us. In 2018, Ball and its employees donated nearly $5.5 million and logged more than 42,000 hours of volunteer service to non-profit organizations centered on building sustainable communities through recycling, STEM education, and disaster preparedness and relief initiatives.

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BALL CORPORATION 2020 PROXY STATEMENT   |   5

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PROXY STATEMENT SUMMARY

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OVERVIEW OF DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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                    COMMITTEES    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Director and
Principal Occupation 		  Age   Director Since   Independent   Audit   Finance   Human
Resources 		  Nominating and
Corporate
Governance 		  Other Current Public
Company Boards
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

    CLASS I—CONTINUING DIRECTORS (FOR TERMS EXPIRING IN 2022)


 
 
 
 
 
 
 
GRAPHIC   Daniel J. Heinrich
Former Executive VP and Chief Financial Officer, The Clorox Company 		  63   2016   Yes   GRAPHIC    GRAPHIC   ​   GRAPHIC   ​  

§

ARAMARK

§

Edgewell Personal Care Company

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Georgia R. Nelson
Former President and Chief Executive Officer, PTI Resources, LLC 		  70   2006   Yes   ​   ​   GRAPHIC   GRAPHIC  

§

Cummins Inc.

§

TransAlta Corporation

§

Sims Metal Management Ltd.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Cynthia A. Niekamp
Former Senior VP, Automotive Coatings,
PPG Industries, Inc. 		  60   2016   Yes   ​   GRAPHIC   GRAPHIC   ​  

§

Magna International Inc.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Todd A. Penegor
President and Chief Executive Officer, The Wendy's Company 		  54   2019   Yes   GRAPHIC    GRAPHIC   ​   ​   GRAPHIC  

§

The Wendy's Company

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

    CLASS II—DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2023)


 
 
 
 
 
 
 
GRAPHIC   John A. Hayes
Chairman, President and Chief Executive Officer, Ball Corporation 		  54   2010       ​   ​   ​   ​  

§

None

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Cathy D. Ross
Former Chief Financial Officer and Executive VP, FedEx Express 		  62   2017   Yes   GRAPHIC    GRAPHIC   ​   ​   GRAPHIC  

§

Steelcase, Inc.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Betty Sapp
Former Director, U.S. National Reconnaissance Office 		  64   2019   Yes   ​   GRAPHIC   GRAPHIC   ​  

§

None

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Stuart A. Taylor II
Chief Executive Officer, The Taylor Group LLC 		  59   1999   Yes

GRAPHIC

  ​   ​   GRAPHIC   GRAPHIC  

§

Hillenbrand, Inc.

§

Wabash National

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

    CLASS III—CONTINUING DIRECTORS (FOR TERMS EXPIRING IN 2021)


 
 
 
 
 
 
 
GRAPHIC   John A. Bryant
Former Chief Executive Officer, Kellogg Company 		  54   2018   Yes   GRAPHIC    GRAPHIC   ​   ​   GRAPHIC  

§

Macy's Inc.

§

Compass PLC

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Michael J. Cave
Former Senior VP, The Boeing Company; Former President, Boeing Capital Corp. 		  59   2014   Yes   GRAPHIC    GRAPHIC   GRAPHIC   ​   ​  

§

Harley-Davidson, Inc.

§

Aircastle Limited

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
GRAPHIC   Pedro Henrique Mariani
Member of the Board, Banco Bocom BBM 		  66   2017       ​   GRAPHIC   ​   ​  

§

None

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Number of Meetings in 2019:       Board: 6   5   4   5   4   Total: 24
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

GRAPHIC   Committee Chair     GRAPHIC   Committee Member     GRAPHIC   Lead Independent Director     GRAPHIC   Audit Committee financial expert

​

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PROXY STATEMENT SUMMARY


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GRAPHIC   BOARD COMPOSITION AND ATTRIBUTES

In considering candidates for Board positions, our Nominating and Corporate Governance Committee consistently applies the principles of diversity and inclusion to its recruitment process. In addition to seeking characteristics such as business and professional experience, education and skills, the Committee utilizes a robust review process that considers a variety of other factors including race, gender and national origin. In addition, differing viewpoints, experience, and skillsets have contributed to a diverse group of talented and capable Board members.

GRAPHIC

GRAPHIC

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BALL CORPORATION 2020 PROXY STATEMENT   |   7

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PROXY STATEMENT SUMMARY

​

The Board is composed of members with diverse qualifications and experience that support the Corporation's business strategy and future business needs.

►    Additional information about each director is provided in the biographies beginning on page 14.


Director Skills, Experiences and Attributes 		      # of
Directors
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Corporate governance
 
 
 
9
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Executive leadership
 
 
 
11
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Finance and accounting
 
 
 
11
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Global business
 
 
 
9
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Aerospace and defense
 
 
 
3
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Operations and business strategy
 
 
 
8
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Public company board experience
 
 
 
8

 
 
 
 
 
 
 
​ ​ ​ ​ ​ ​ ​

GRAPHIC
 
Relevant industry experience
 
 
 
8
​ ​ ​ ​ ​ ​ ​
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PROXY STATEMENT SUMMARY
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EXECUTIVE COMPENSATION HIGHLIGHTS

​

​

    

Positive momentum in our aluminum beverage packaging and aerospace businesses continued during 2019. With increased global customer and consumer demand for sustainable aluminum packaging solutions and aerospace services and technologies for the U.S. Government, we stayed the course with critical investments in operations, systems and talent. Our focus on long-term earnings and cash flow allowed us to return approximately $1.1 billion to shareholders and generate $217 million of EVA® dollars.

2019 Our Financial Highlights

GRAPHIC

*
Certain of these financial measures are on a non-U.S. GAAP basis and should be considered in connection with the Consolidated Financial Statements contained within Item 8 of the 2019 Annual Report on Form 10-K (the "Annual Report"). Non-U.S. GAAP measures should not be considered in isolation and should not be considered superior to, or a substitute for, financial measures calculated in accordance with U.S. GAAP. A reconciliation of non-GAAP measures to U.S. GAAP is available in Items 6 and 7 of the Annual Report.

Compensation Policies and Practices

Our compensation philosophy is to pay executive management for performance over the long-term, as well as on an annual basis. Our performance considerations include solely financial measures—including the manner in which results are achieved—for the Company, each line of business, and the individual. These considerations reinforce and promote responsible growth and maintain alignment with our risk framework. Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and shareholder interests, and sound practices and policies advance the continuous improvement and accountability of our executive compensation program:

​

BALL CORPORATION 2020 PROXY STATEMENT   |   9

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PROXY STATEMENT SUMMARY

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    §
    Our Human Resources (HR) Committee, composed entirely of independent directors, meets regularly with executives and senior management;

    §
    an independent compensation consultant is engaged and reports directly to the HR Committee;

    §
    total compensation is reviewed via tally sheets;

    §
    we externally benchmark compensation levels and incentive design practices;

    §
    dividend equivalents for stock awards which accrue during the vesting and/or performance periods are paid only if vesting terms and/or performance measures are achieved;

    §
    nominal perquisites are not grossed-up for taxes;

    §
    ongoing assessment of the relationship between risk and compensation programs;
    §
    executive stock ownership guidelines for executives and directors;

    §
    anti-hedging and anti-pledging policies for our executives and directors;

    §
    a shareholder-approved "clawback" provision for cash incentive and stock compensation, which in the case of fraud or intentional misconduct by any executive at a level of vice president or above may result in full reimbursement of any incentive compensation or cancellation of any outstanding awards to the executive; and

    §
    change-in-control agreements with 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; for change-in-control agreements entered into after January 1, 2010, excise tax gross-ups were eliminated.

2019 Target Total Compensation Mix

Consistent with our pay-for-performance and our management-as-owners philosophy, the majority of the target total compensation for our executives is variable and strictly based on performance, which constitutes pay at risk. Our CEO is eligible to participate in the same executive programs as other NEOs; however, a larger portion of the CEO target total compensation is at risk. The emphasis on longer term compensation, through performance-based long-term cash and stock awards, ensures a strong continued alignment between our executives and shareholder interests.

2019 CEO TARGET COMPENSATION MIX

GRAPHIC

2019 AVERAGE OTHER NEO TARGET COMPENSATION

GRAPHIC

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PROXY STATEMENT SUMMARY
​

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

​

​

    

 

    Proposal   Board's Voting
Recommendation 		  ► See
page
​ ​ ​ ​ ​ ​ ​
1   To elect four Class II director nominees to serve for a three-year term expiring at the annual meeting in 2023

 ■​  John A. Hayes  ​   ■​  Cathy D. Ross  ​   ■​  Betty Sapp  ​   ■​  Stuart A. Taylor II  ​

  FOR each nominee   76
​ ​ ​ ​ ​ ​ ​
2   To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Corporation for 2020   FOR   77
​ ​ ​ ​ ​ ​ ​
3   To approve, by non-binding advisory vote, the compensation of the named executive officers ("NEOs") as disclosed in the following Proxy Statement   FOR   78
​ ​ ​ ​ ​ ​ ​
    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        
​ ​ ​ ​ ​ ​ ​
​

BALL CORPORATION 2020 PROXY STATEMENT   |   11

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BOARD AND CORPORATE GOVERNANCE

OUR BOARD OF DIRECTORS

​

​

    

At Ball Corporation, we believe key qualities of a board member include, vison, leadership, stewardship, knowledge, diligence, collegiality and discretion. Our directors exhibit these qualities as evidenced by their deep interest and understanding in the mission of the organization, the ability to see the big picture and the courage to set direction to achieve the organization's goals, and the integrity to serve the interests and pursue the objectives of the organization, as well as the interests of our shareholders.

BOARD COMPOSITION

GRAPHIC

Tenure

The Corporation has a mandatory retirement age of 72 for all Board members in part to ensure the board benefits from a balanced mix of perspectives. The Board is well balanced with a mix of long-standing directors and new directors who have joined the Board in the last six years.

GRAPHIC

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BOARD AND CORPORATE GOVERNANCE
​

Experience

The Board is composed of members with diverse qualifications and experience that support the Corporation's business strategy and future business needs.



Director Skills, Experiences and Attributes
 
 
 
John A. Bryant

 
 
 
Michael J. Cave

 
 
 
John A. Hayes

 
 
 
Daniel J. Heinrich

 
 
 
Pedro Henrique Mariani

 
 
 
Georgia R. Nelson

 
 
 
Cynthia A. Niekamp

 
 
 
Todd A. Penegor

 
 
 
Cathy D. Ross

 
 
 
Betty Sapp

 
 
 
Stuart A. Taylor II

 
 
 
# of 11 Directors
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

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Aerospace and defense
 
 
 
 
 
 
 
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BOARD AND CORPORATE GOVERNANCE

​

DIRECTOR NOMINEES

Class II Directors (Terms Expiring in 2023)

GRAPHIC   JOHN A. HAYES       GRAPHIC   CATHY D. ROSS
Director since 2016

Chairman since 2013

§

Age 54

COMMITTEES

§

None

CAREER HIGHLIGHTS

Mr. Hayes has been Chairman, Ball Corporation since April 2013; President and Chief Executive Officer, Ball Corporation, since January 2011. He was President and Chief Operating Officer, January 2010 to January 2011; Executive Vice President and Chief Operating Officer, 2008 to 2010; President, Ball Packaging Europe and Senior Vice President, Ball Corporation, 2006 to 2008; Executive Vice President, Ball Packaging Europe and Vice President, Ball Corporation, 2005 to 2006; Vice President, Corporate Strategy, Marketing and Development, 2003 to 2005; Vice President, Corporate Planning and Development, 2000 to 2003; Senior Director, Corporate Planning and Development, 1999.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Prior to joining Ball Corporation in 1999, Mr. Hayes was a Vice President at Lehman Brothers Inc. and part of an investment banking team which focused on mergers and acquisitions and financing advice to several major companies, including Ball Corporation. At Ball, Mr. Hayes initially headed the corporate development and planning activities as Senior Director and then Vice President, Corporate Planning and Development, taking on the added responsibilities of marketing and new product development from 2003 to mid-2005. He then served as President of Ball Packaging Europe, which under his leadership generated excellent financial results and strong revenue growth. During 2008 and 2009, Mr. Hayes served as Ball's Executive Vice President and Chief Operating Officer, successfully leading our key operating divisions through the economic and financial crisis. In January 2010, he was named our President and Chief Operating Officer and joined the Ball Board. In January 2011, he became our President and Chief Executive Officer, and in April 2013 he also became our Chairman. Mr. Hayes' extensive investment banking and leadership expertise, and his tenure at Ball, including as CEO for the past nine years, make him well qualified to serve as a director.

     

§

Independent Director since 2017

§

Age 62

COMMITTEES

§

Audit   GRAPHIC

§

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. In the past five years, she has also served on the board of Avon Products, Rye, New York.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

As an executive of Federal Express, Ms. Ross was responsible for the company's worldwide financial affairs, including financial planning, reporting and analysis, accounting and controls, as well as long-range strategic planning. Ms. Ross' 30-year career with Federal Express began in 1984 as a senior financial analyst, and she held numerous other leadership roles of increasing responsibility during her tenure at Federal Express. Prior to joining Federal Express, Ms. Ross worked for Kimberly-Clark Corporation as a cost analyst and a cost analyst supervisor from 1982 until 1984. She also worked for a subsidiary of Procter and Gamble. Ms. Ross holds a master's degree in business administration from the University of Memphis and a bachelor's degree from Christian Brothers University in Memphis. Ms. Ross' leadership roles, financial expertise and experience, as well as service on other global public company boards make her well qualified to serve as a director.

GRAPHIC
OTHER CURRENT PUBLIC COMPANY BOARDS

§

None

     

GRAPHIC
OTHER CURRENT PUBLIC COMPANY BOARDS

§

Steelcase, Inc.

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BOARD AND CORPORATE GOVERNANCE
​
GRAPHIC   BETTY SAPP       GRAPHIC   STUART A TAYLOR II
           

§

Independent Director since 1999

§

Independent Director since 2019

§

Age 64

COMMITTEES

§

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 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. Ms. Sapp also served in the United States Air Force for 17 years in various acquisition and financial management positions on space and satellite programs.

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 and defense expertise make her well qualified to serve as a director.

     

§

Lead Independent Director since 2019  GRAPHIC

§

Age 59

COMMITTEES

§

Human Resources

     §     Nominating and Corporate Governance   GRAPHIC

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.



GRAPHIC

 

 

 



GRAPHIC

OTHER CURRENT PUBLIC COMPANY BOARDS

§

None

      OTHER CURRENT PUBLIC COMPANY BOARDS

§

Hillenbrand Inc.

§

Wabash National

​

BALL CORPORATION 2020 PROXY STATEMENT   |   15

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BOARD AND CORPORATE GOVERNANCE

​

DIRECTORS CONTINUING IN OFFICE

Class I Directors (Terms Expiring in 2022)

GRAPHIC   DANIEL J. HEINRICH       GRAPHIC   GEORGIA R. NELSON

§

Independent Director since 2016

§

Age 63

COMMITTEES

     §    Audit   GRAPHIC

§

Human Resources

CAREER HIGHLIGHTS

Mr. Heinrich was executive vice president and chief financial officer of The Clorox Company from 2003 to 2011. Previous corporate roles include senior vice president and treasurer at Transamerica Finance Corporation; senior vice president, treasurer and controller at Granite Management Company; and senior vice president, chief accounting officer and controller at First Nationwide Bank.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE

Mr. Heinrich joined The Clorox Company in 2001 as vice president and controller and served as its executive vice president and chief financial officer from 2003 until 2011. As CFO for Clorox, Mr. Heinrich served as a member of its executive and employee benefits committees, secretary to the audit and finance committees of the board, and board member for most of the company's subsidiaries. He had senior management responsibility for the financial aspects of a large, global organization including its global business services, mergers and acquisitions, accounting, tax and information technology activities. Mr. Heinrich's extensive management and board experience make him well qualified to serve as a director.

     

§

Independent Director since 2006

§

Age 70

COMMITTEES

     §     Human Resources   GRAPHIC

§

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.

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 as well as environmental and policy experience on four continents. 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 company boards, make her well qualified to serve as a director.


GRAPHIC
 
 
 
GRAPHIC
OTHER CURRENT PUBLIC COMPANY BOARDS

§

ARAMARK

§

Edgewell Personal Care Company

      OTHER CURRENT PUBLIC COMPANY BOARDS

§

Cummins Inc.

§

Sims Metal Management Ltd.

§

TransAlta Corporation

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BOARD AND CORPORATE GOVERNANCE
​
GRAPHIC   CYNTHIA A. NIEKAMP       GRAPHIC   TODD A. PENEGOR

§

Independent Director since 2016

§

Age 60

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. She is also a NACD Board Leadership Fellow. Ms. Niekamp's extensive management and board experience make her well qualified to serve as a director.

     

§

Independent Director since 2019

§

Age 54

COMMITTEES

     §    Audit   GRAPHIC

§

Nominating and Corporate Governance

CAREER HIGHLIGHTS

Mr. Penegor joined The Wendy's Company as senior vice president and chief financial officer in 2013. He was named president and Chief Executive officer in 2016. 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. 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 as a board member on 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 current Chief Executive Officer of The Wendy's Company, make him well qualified to serve as a director.


GRAPHIC
 
 
 
GRAPHIC
OTHER CURRENT PUBLIC COMPANY BOARDS

§

Magna International Inc.

      OTHER CURRENT PUBLIC COMPANY BOARDS

§

The Wendy's Company

​

BALL CORPORATION 2020 PROXY STATEMENT   |   17

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BOARD AND CORPORATE GOVERNANCE

​

Class III Directors (Terms Expiring in 2021)

GRAPHIC   JOHN A. BRYANT       GRAPHIC   MICHAEL J. CAVE

§

Independent Director since 2018

§

Age 54

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 a board member of Macy's Inc., and Compass 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. 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'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.

     

§

Independent Director since 2014

§

Age 59

COMMITTEES

§

Audit

§

Finance   GRAPHIC

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 board of Esterline Technologies, Bellevue, Washington.

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 informational systems. He also serves on the Boards of Directors of Harley Davidson, Inc. (and as its presiding director) and Aircastle Limited. 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.


GRAPHIC
 
 
 


GRAPHIC

OTHER CURRENT PUBLIC COMPANY BOARDS

§

Macy's Inc.

§

Compass PLC

      OTHER CURRENT PUBLIC COMPANY BOARDS

§

Harley-Davidson, Inc.

§

Aircastle Limited

​

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BOARD AND CORPORATE GOVERNANCE
​
GRAPHIC   PEDRO HENRIQUE MARIANI            
Director since 2017

§

Age 66

COMMITTEES

     §     Finance

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 Chairman of the Board of Directors 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 other businesses 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.

           

GRAPHIC
 
 
 
 
 
 
OTHER CURRENT PUBLIC COMPANY BOARDS

§

None

         

​

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BOARD AND CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

​

​

    

We believe our current Board of Directors benefits from a blend of recently added directors with fresh perspectives and longer-serving directors with extensive experience and a deep understanding of our business. Over the past several years, a number of directors have retired bringing opportunities to enhance the composition of our Board. The Board has worked diligently to develop a succession plan that has and will continue to serve our management, employees and shareholders. As part of this transformational journey, our Board purposefully planned for the known director retirements by carefully designing and executing searches to replace departing directors with directors who possessed comparable and value added skill sets. The composition of the Board has been refreshed with an eye towards critical financial, organizational and industry expertise, diversity, balance of tenure, and other important factors. Key highlights of our Board refresh journey include:

    §
    8 of 11 directors have joined the Board since 2014

    §
    our current Board reflects increased diversity with strong experience

    §
    the Board elected Mr. Stuart Taylor as lead independent director in April 2019

    §
    the average age of our directors is 60 years

    §
    the average tenure of our directors is 6 years

The Board transformation has coincided with a number of significant changes in our business including the Rexam beverage packaging acquisition in 2016, the growth of our aerospace business and the divestitures of our steel food, and aerosol and Chinese beverage packaging businesses. The Board is also focused on onboarding of new directors, Board education, and team building to preserve the Board's cohesive, professional and collaborative environment. An off-site retreat with the full Board, key management team members and external experts in areas including cybersecurity and sustainability was conducted in the fall of 2019 to review the evolving needs of the organization, as well as to reinforce collaboration among Board members.

In 2013, John A. Hayes was named Chairman of the Board, having been elected a director in 2010. In 2011, prior to his election as Chairman, Mr. Hayes was named President and Chief Executive Officer ("CEO"). Mr. Hayes assumed the position of Chairman after more than 14 years with Ball, most recently serving as President and CEO and a member of the Board.

Our Board of Directors is currently composed of Mr. Hayes, as well as 10 other directors, all of whom are independent directors, except for Mr. Hayes and Mr. Mariani. The Board has four standing committees—Audit, Nominating and Corporate Governance, Human Resources and Finance. Each of the committees, except for Finance, is composed solely of independent directors (the Finance Committee is primarily composed of independent directors), with each of the four committees having an independent director serving as chair.

Board leadership structure is a critical issue for many shareholders. The Board believes that ensuring independent and strong leadership is key to building long-term shareholder value, and we are confident our shareholders are well served by the traditional board leadership structure that combines the roles of Chairman and Chief Executive, and is supported by a strong Lead Independent Director in Mr. Taylor. While the Board assesses maintaining the combined role from time to time, the Board believes that Mr. Hayes is best situated to serve as Chairman as he is the director most familiar with our business and industry both domestically and internationally and is therefore best able to identify the strategic and operational priorities to be discussed by the Board. The Board also believes that combining the role of Chairman and CEO facilitates information flow between management and the Board and fosters strategic development and execution.

As Lead Independent Director, Mr. Taylor's responsibilities include:

    §
    coordinating the activities of the independent directors, including calling meetings of the independent directors

    §
    coordinating with the CEO and corporate secretary to set the agenda for Board meetings

    §
    chairing executive sessions of the independent directors

    §
    providing feedback and perspective to the CEO about discussions among the independent directors

    §
    helping facilitate communication between the CEO and the independent directors

    §
    presiding at Board meetings where the Chair is not present

    §
    performing other duties assigned from time to time by the Board
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In addition, the Board maintains effective independent oversight through a number of governance practices, including open and direct communication with management, input on meeting agendas, annual performance evaluations and regular executive sessions.

Pursuant to SEC and New York Stock Exchange ("NYSE") rules, regularly scheduled executive sessions of nonmanagement directors are held. Nonmanagement Board members meet as a separate group at each regularly scheduled Board meeting, and executive sessions of independent directors are also held at least annually. Such meetings, chaired by the Lead Independent Director, promote open discussion by nonmanagement and independent directors enabling them to serve as a check on management.

In accordance with NYSE requirements, our Board of Directors is responsible for overseeing the risk management function. While the Audit Committee has primary responsibility for overseeing key aspects of financial and legal risk management, the entire Board is involved in overseeing enterprise risk management. Additionally, each Board committee considers the specific risks within its area of responsibility. Our Internal Audit Department has, for many years, analyzed various areas of risk to our business and has provided risk assessment and analysis to our Audit Committee. In 2007, we established a comprehensive Enterprise Risk Management

process to ensure ongoing attention to various potential risk areas, and which is now supervised by our Senior Vice President and Chief Financial Officer. Key corporate and divisional risks are systematically identified and assessed on a regular basis. The results of this ongoing risk assessment are reported to our Audit Committee and to our Board at least annually, and were extensively reviewed by the directors at the October 2019 Board meeting.

One of the responsibilities of our Board of Directors is to evaluate the effectiveness of the Board and make recommendations involving its organization and operation. The Board annually conducts a robust self-evaluation process that is reviewed each year. One-on-one meetings with each Director are conducted by the Chair to discuss the evaluations and any other matters raised by the Directors. We recognize different board leadership structures may be appropriate for different companies and at different times. We believe our current leadership structure provides the most effective form of leadership for our organization at this time. We believe that our directors provide effective oversight of risk management through the Board's regular dialogue with management members, the Enterprise Risk Management process, annual Board and Committee self-evaluation, and assessment of specific risks within each Board committee area of responsibility.

BOARD DIVERSITY

Our Nominating and Corporate Governance Committee works with a globally-recognized consulting firm to identify potential Board candidates. Working with a set of specifically designed guidelines and a matrix of characteristics including characteristics of diversity, the firm is able to comprehensively assess Board candidates. After a thorough review process by our consultant against the criteria that have been provided, the pool of qualified candidates is presented to the Committee. Selected candidates are further assessed and interviewed by the Committee, and by other Board members, considering the values and needs of the organization.

Our Board embodies the principle of diversity. Over the past six years, we have added eight new directors to the Board, each of whom has significantly enhanced the diversity of the Board of Directors, creating a Board that reflects the diversity and inclusion of the organization. The Committee will continue to identify opportunities to improve the skills, qualifications, independence, diversity, tenure and refreshment of our Board when considering candidates in the future.

DIRECTOR TRAINING

All new directors receive orientation training soon after being elected to the Board. Continuing education programs are made available to directors including internal presentations, third-party presentations and externally offered programs. Three directors attended external director training programs in 2019.

​

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CONTACTING OUR BOARD

Shareholders or others can send communications to the Board. Persons interested in communicating with the Board, its individual directors or its committees may send communications in writing to the Corporate Secretary or the Chairman of the Board. The communication should be sent in care of the Corporate Secretary:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​  
 
GRAPHIC
 
Ball Corporation
Attention: Corporate Secretary
P.O. Box 5000
Broomfield, Colorado 80038-5000



 
​
 
​
 
GRAPHIC


Fax 303-460-2691
Attention: Corporate Secretary




​
​ ​  ​ ​  ​ ​  ​ ​ ​ ​  ​ ​  ​ ​  ​

In accordance with the NYSE and SEC requirements, the Corporation has established additional means for interested parties to send communications to the Board and selected committees, which are described on our website at www.ball.com/investors under "Corporate Governance."

Shareholder proposals for inclusion in the Corporation's proxy materials must be communicated as disclosed in this Proxy Statement under "Shareholder Proposals for 2020 Annual Meeting."

MEETINGS OF NONMANAGEMENT AND INDEPENDENT DIRECTORS

The Board meets regularly and not less than four times per year. Nonmanagement directors meet as a separate group at each regularly scheduled Board of Directors meeting. Independent directors meet at least annually. Mr. Taylor serves as Lead Independent Director.

DIRECTOR INDEPENDENCE STANDARDS

Pursuant to the NYSE Listing Standards, the Board has adopted a policy adhering to the director independence requirements of the NYSE in determining the independence of directors. These standards are described on our website at www.ball.com/investors under "Corporate Governance." The Board has determined that a majority of the Board is independent. Based upon the NYSE director independence standards, during 2019 each of the members of the Board was and currently is independent with the exception of Messrs. Hayes and Mariani.

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BOARD AND COMMITTEE MEMBERSHIP

​

​

    

BOARD MEETINGS AND ANNUAL MEETING

The members of the Board are expected to attend all meetings of the Board, relevant committee meetings and the Annual Meeting of Shareholders. The Board held six meetings during 2019. Every legacy director attended 80% or more of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which the director served. All directors at the time attended the 2019 Annual Meeting. Mr. Penegor and Ms. Sapp attended all Board and applicable committee meetings since their respective appointments.

BOARD COMMITTEES

The Board has an Audit Committee, Finance Committee, Human Resources Committee and Nominating and Corporate Governance Committee.

          COMMITTEES
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Director   Independent   Audit   Finance   Human Resources   Nominating and
Corporate Governance

 
CLASS I—CONTINUING DIRECTORS (FOR TERMS EXPIRING IN 2022)


 
 
 
 
 
  Daniel J. Heinrich   Yes   GRAPHIC    GRAPHIC   ​   GRAPHIC   ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Georgia R. Nelson   Yes   ​   ​   GRAPHIC   GRAPHIC
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Cynthia A. Niekamp   Yes   ​   GRAPHIC   GRAPHIC   ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Todd A. Penegor   Yes   GRAPHIC    GRAPHIC   ​   ​   GRAPHIC   

 
CLASS II—DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2023)


 
 
 
 
 
  John A. Hayes       ​   ​   ​   ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Cathy D. Ross   Yes   GRAPHIC    GRAPHIC   ​   ​   GRAPHIC   
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Betty Sapp   Yes   ​   GRAPHIC      GRAPHIC      ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Stuart A. Taylor II   Yes   ​   ​   GRAPHIC      GRAPHIC

 
CLASS III—CONTINUING DIRECTORS (FOR TERMS EXPIRING IN 2021)


 
 
 
 
 
  John A. Bryant   Yes   GRAPHIC    GRAPHIC   ​   ​   GRAPHIC   
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Michael J. Cave   Yes   GRAPHIC    GRAPHIC   GRAPHIC   ​   ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
  Pedro Henrique Mariani       ​   GRAPHIC      ​   ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
                       
  Meetings in 2019   Board: 6   5   4   5   4
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
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AUDIT COMMITTEE

MEMBERS

    §
    Cathy D. Ross GRAPHIC

    §
    John A. Bryant

    §
    Michael J. Cave

    §
    Daniel J. Heinrich

    §
    Todd A. Penegor

MEETINGS IN FISCAL 2019  GRAPHIC

GRAPHIC   The Board has determined that each member of the Audit Committee is independent and financially literate, has accounting or financial management expertise and is an Audit Committee financial expert under the NYSE Listing Standards and the SEC regulations.

AUDIT COMMITTEE CHARTER AND REPORT
Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the NYSE listing. A copy of the charter of our audit committee is available on the Corporate Governance section of our website at www.ball.com/investors.

►
The Report of the Audit Committee appears on page 75 of this Proxy Statement.

The Committee has considered the non-audit services provided during 2019 and 2018 by the independent auditor as disclosed below and determined the services were compatible with maintaining the auditor's independence. The Committee believes the fees paid to the independent auditor in respect of the services were appropriate, necessary and cost-efficient in the management of the business of the Corporation and are compatible with maintaining the auditor's independence.

PRIMARY RESPONSBILITIES

The primary purpose of the Audit Committee is:

§
to assist the Board in fulfilling its responsibilities to oversee management's conduct and the integrity of the Corporation's public financial reporting process, including the oversight of:

(1)
accounting policies;

(2)
the system of internal accounting controls over financial reporting;

(3)
disclosure controls and procedures;

(4)
the performance of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Corporation (the "independent auditor");

(5)
the Internal Audit Department; and

(6)
the Legal and Regulatory compliance.

The Audit Committee is also responsible for:

§
engaging and evaluating the Corporation's independent auditor and its lead engagement partner, including the qualifications and independence of both;

§
resolving any differences between management and the independent auditor regarding financial reporting;

§
reviewing and preapproving all audit and non-audit fees and services provided by the independent auditor; and

§
establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters.
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FINANCE COMMITTEE

MEMBERS

    §
    Michael J. Cave GRAPHIC

    §
    Cynthia A. Niekamp

    §
    Pedro Henrique Mariani

    §
    Betty Sapp

MEETINGS IN FISCAL 2019  GRAPHIC

FINANCE COMMITTEE CHARTER
A copy of the charter of our finance committee is available on the Corporate Governance section of our website at www.ball.com/investors.

PRIMARY RESPONSBILITIES

The primary purposes of the Finance Committee are:

§
to assist the Board in fulfilling its responsibility to oversee:


(1)
management in the financing and related risk management of the Corporation;

(2)
the status of the Corporation's retirement plans and insurance policies;

(3)
the Corporation's policies relating to interest rates, commodity hedging and currency hedging;

(4)
the hiring of experts, as deemed appropriate to advise the Committee in the performance of its duties; and

(5)
to report to the Board concerning the financing of the Corporation and the performance of the Committee.
​ ​ ​

HUMAN RESOURCES COMMITTEE

MEMBERS

    §
    Georgia R. Nelson GRAPHIC

    §
    Daniel J. Heinrich

    §
    Cynthia A. Niekamp

    §
    Betty Sapp

    §
    Stuart A. Taylor II

MEETINGS IN FISCAL 2019  GRAPHIC

The Board has determined that the members of the Committee are independent under the NYSE Listing Standards.

HUMAN RESOURCES COMMITTEE CHARTER AND REPORT
A copy of the charter of our human resources committee is available on the Corporate Governance section of our website at www.ball.com/investors.

►
The Report of the Human Resources Committee appears on page 53 of this Proxy Statement.

PRIMARY RESPONSBILITIES

The primary purpose of the Human Resources Committee is:

§
to assist the Board with input from executive management in fulfilling its responsibilities related to:

(1)
the evaluation and compensation of the CEO and overseeing and approving the compensation of the other executive officers of the Corporation;

(2)
approving the Corporation's stock and cash incentive compensation programs including awards to executive officers and the number of shares to be optioned and/or granted from time to time to employees of the Corporation;

(3)
approving and receiving reports on major benefit plans, plan changes and determinations and discontinuations of benefit plans;

(4)
discussing the performance evaluation system and succession planning system of the Corporation, including discussions with the CEO about the succession plan for the CEO;

(5)
hiring experts, including executive compensation consultants, as deemed appropriate to advise the Committee;

(6)
assessment of compensation-related risks; and

(7)
authorizing the administration of compensation programs and the filing of required reports with federal, state and local governmental agencies.
​

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

MEMBERS

    §
    Stuart A. Taylor  GRAPHIC

    §
    John A. Bryant

    §
    Georgia R. Nelson

    §
    Todd A. Penegor

    §
    Cathy D. Ross

MEETINGS IN FISCAL 2019  GRAPHIC

The Board has determined that the members of the Committee are independent under the NYSE Listing Standards.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
A copy of the charter of our nominating and corporate governance committee is available on the Corporate Governance section of our website at www.ball.com/investors.

PRIMARY RESPONSBILITIES

The primary purpose of the Nominating and Corporate Governance Committee is

§
to assist the Board in fulfilling its responsibility to:

(1)
identify qualified individuals to become Board members;

(2)
recommend to the Board the selection of Board nominees for the next Annual Meeting of Shareholders;

(3)
address the independence and effectiveness of the Board by advising and making recommendations on matters involving the organization and operation of the Board, Corporate Governance Guidelines and directorship practices;

(4)
oversee the evaluation of the Board and its committees; and

(5)
review and assess the Corporation's sustainability activities and performance.
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Director Nominee Process and Evaluation

The Board has established a process whereby nominees to the Board may be submitted by members of the Board, the CEO, shareholders and any other persons. The Committee considers these recommended candidates in light of criteria set forth below.

The Committee will seek candidates who meet at a minimum the following criteria:

    §
    have sufficient time to attend or otherwise be present at Board, relevant Board committee and Shareholders' meetings;

    §
    will subscribe to Ball Corporation's Corporate Governance Guidelines and the Executive Officers and Directors Ethics Statement;

    §
    demonstrate credentials and experience in a broad range of corporate matters;

    §
    have experience, qualifications, attributes and skills that would qualify them to serve as a director;

    §
    will subscribe to the finalized strategic and operating plans of the Corporation as approved by the Board from time to time;

    §
    are not affiliated with special interest groups that represent major causes or constituents; and
    §
    meet the criteria, if any, for being a director of the Corporation as set forth in the Indiana Business Corporation Law, the Articles of Incorporation and the Bylaws of the Corporation.

As further described in the Board Diversity section on page 21, the Committee will apply the principles of diversity in consideration of candidates. The Committee utilizes third-party consultants to identify and screen candidates on a confidential basis for service on the Board. The Committee will also determine candidates' qualifications according to the standards set by the Committee and by evaluating the qualifications of all candidates. This well-defined practice produces the most qualified nominees suited to serve as a director while attempting to ensure that a majority of the Board is independent. Also, and where needed, our recruiting practices ensure that candidates meet the NYSE and SEC requirements for financial literacy, accounting or financial management expertise or audit committee financial expert status.

The Nominating and Corporate Governance Committee will consider candidates recommended by shareholders no later than November 16, 2020 in accordance with our Bylaws. Any such recommendation should be in writing and addressed to:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​  
 
GRAPHIC
 
The Chair, Nominating and Corporate Governance Committee
Ball Corporation
c/o Corporate Secretary
P.O. Box 5000
Broomfield, Colorado 80038-5000




 
​
 
​
 
GRAPHIC
 
Fax 303-460-2691
Attention: Corporate Secretary




​
​ ​  ​ ​  ​ ​  ​ ​ ​ ​  ​ ​  ​ ​  ​

 

The Nominating and Corporate Governance Committee received no recommendations for candidates as nominees for the Board from a security holder or group of security holders that beneficially owned more than 5% of the Corporation's voting common stock for at least one year as of the date of the recommendation.

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DIRECTOR COMPENSATION

​

​

    

The table set forth below summarizes the 2019 compensation paid to each of our nonmanagement directors. The elements of the nonmanagement director compensation program are evaluated and determined by the Nominating and Corporate Governance Committee, which takes into account market data provided by our external consultant. Effective January 1, 2019, the director compensation program consisted of:

    Annual Compensation
($)
 
​ ​ ​ ​ ​

Fixed cash retainer

    85,000  
​ ​ ​ ​ ​

Target incentive cash retainer (may range from $0 to $30,000)*

    15,000  
​ ​ ​ ​ ​

RSU award

    145,000  
​ ​ ​ ​ ​

Audit Committee Chair

    20,000  
​ ​ ​ ​ ​

Human Resources Committee Chair

    20,000  
​ ​ ​ ​ ​

Finance Committee Chair

    15,000  
​ ​ ​ ​ ​

Nominating and Corporate Governance Committee Chair

    15,000  
​ ​ ​ ​ ​

Lead Independent Director fixed cash retainer

    25,000  
​ ​ ​ ​ ​
*
The annual incentive retainer is subject to our performance under the same performance measures as the Annual Consolidated EVA® Incentive Compensation Plan, which is based on EVA® principles. The actual amount paid may range from $0 to $30,000.

Newly elected directors are each awarded a one-time grant of RSUs valued at $150,000 upon joining the Board. The elements of deferral for nonmanagement directors are detailed in the "Non-Qualified Deferred Compensation" section.

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The Director Compensation Table sets out the compensation earned for 2019, with any other compensation payments noted.

Name

    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
($)
 
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Robert W. Alspaugh

  $ 33,462   $ —   $ —   $ 4,442   $ —   $ 20,000   $ 57,904  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

John A. Bryant

  $ 85,000   $ 145,012   $ —   $ 14,100   $ —   $ 17,000   $ 261,112  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Michael J. Cave

  $ 100,000   $ 145,012   $ —   $ 14,100   $ —   $ —   $ 259,112  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Daniel J. Heinrich

  $ 98,626   $ 145,012   $ —   $ 14,100   $ —   $ 5,000   $ 262,738  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Pedro H. Mariani

  $ 85,000   $ 145,012   $ —   $ 14,100   $ —   $ —   $ 244,112  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Georgia R. Nelson

  $ 98,626   $ 145,012   $ —   $ 14,100   $ —   $ 5,000   $ 262,738  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cynthia A. Niekamp

  $ 85,000   $ 145,012   $ —   $ 14,100   $ —   $ 5,000   $ 249,112  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Todd A. Penegor

  $ 16,630   $ 150,002   $ —   $ 2,781   $ —   $ —   $ 169,414  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Cathy D. Ross

  $ 85,750   $ 145,012   $ —   $ 14,100   $ —   $ 20,000   $ 264,861  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Betty Sapp

  $ 43,250   $ 150,005   $ —   $ 7,108   $ —   $ —   $ 200,363  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Theodore M. Solso

  $ 39,835   $ —   $ —   $ 4,442   $ —   $ 40,000   $ 84,278  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Stuart A. Taylor II

  $ 118,626   $ 145,012   $ —   $ 14,100   $ 13,985   $ —   $ 291,723  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
Values represent fees for annual fixed retainer, committee chair retainer and Lead Independent Director retainer paid under the nonmanagement director compensation program. The values for Ms. Ross and Ms. Sapp include $750 related to special assignments in 2019. Messrs. Alspaugh, and Solso, and Ms. Ross deferred payment of their cash fees to the 2017 Deferred Compensation Company Stock Plan for Directors.

(2)
Reflects the fair value of RSU awards granted to nonmanagement directors in 2019, calculated in accordance with Topic 718. All continuing nonmanagement directors received an annual award of 2,462 RSUs, using the closing price of the Corporation's common stock April 29, 2019, at $58.90 per unit, resulting in a total award value of $145,012 for each director, excluding Ms. Sapp, who received a grant upon joining the Board of 2,135 RSUs on July 1, 2019, at $70.26 per unit, resulting in a total award value of $150,005 and Mr. Penegor, who received a grant upon joining the Board of 2,075 RSUs on October 21, 2019, at $72.29 per unit, resulting in a total award value of $150,002.

(3)
Values represent the annual incentive retainer achieved for 2019, which was paid in February 2020, based on a performance factor of 94% applied to the $15,000 target for all nonmanagement directors. Messrs. Alspaugh, Bryant and Solso, and Ms. Ross deferred payment of their 2019 annual incentive retainer to the 2017 Deferred Compensation Company Stock Plan for Directors.

(4)
Represents the amount of above-market interest earned under the Corporation's Deferred Compensation Plans, described in the "Non-Qualified Deferred Compensation" section.

(5)
Values represent the 20% Company match, up to a maximum of $20,000, available under the 2005 Deferred Compensation Company Stock Plan, and 2017 Deferred Compensation Company Stock Plan for Directors as described in the "Non-Qualified Deferred Compensation" section. Specific deferrals may result in Company match to both plans, up to the $20,000 annual maximum, per plan. Values also represent Company matching charitable donations under the Matching Gifts Program for Directors.

Name

    Aggregate Number of
Outstanding Stock Awards
as of December 31, 2019
 
​ ​ ​ ​ ​

John A. Bryant

    6,038  
​ ​ ​ ​ ​

Michael J. Cave

    28,922  
​ ​ ​ ​ ​

Daniel J. Heinrich

    21,926  
​ ​ ​ ​ ​

Pedro H. Mariani

    56,610  
​ ​ ​ ​ ​

Georgia R. Nelson

    89,282  
​ ​ ​ ​ ​

Cynthia A. Niekamp

    21,926  
​ ​ ​ ​ ​

Todd A. Penegor

    2,075  
​ ​ ​ ​ ​

Cathy D. Ross

    9,563  
​ ​ ​ ​ ​

Betty Sapp

    2,135  
​ ​ ​ ​ ​

Stuart A. Taylor II

    174,638  
​ ​ ​ ​ ​
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NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES

​

​

    

 

We have established a stock ownership guideline for each nonmanagement director equal to five times their annual cash retainer amount. All directors currently meet this guideline, with the exception of Mr. Bryant, who joined the Board in September 2018 and Ms. Sapp and Mr. Penegor, who joined the Board in July 2019 and October 2019, respectively, and are in the process of attaining shares within the required period.

​ ​ ​ ​ ​ ​ ​
    Nonmanagement Directors   5x Annual Fixed Retainer    
​ ​ ​ ​ ​ ​ ​
    Chief Executive Officer   6x Base Pay    
​ ​ ​ ​ ​ ​ ​


CORPORATE GOVERNANCE

​

​

    

CORPORATE GOVERNANCE GUIDELINES

The Board has established Corporate Governance Guidelines to comply with the relevant provisions of Section 303A of the NYSE Listed Company Manual (the "NYSE Listing Standards"). The Corporate Governance Guidelines are set forth on our website at www.ball.com/investors under "Corporate Governance." A copy of the guidelines may also be obtained upon request from the Corporation's Corporate Secretary.

POLICIES ON BUSINESS ETHICS AND CONDUCT

Chaired by a designated Compliance Officer, we established a Corporate Compliance Committee in 1993 which now consists of a focal point for each operating division. The Committee provides quarterly reports to management and to the Audit Committee. The Committee also publishes the Business Ethics Code of Conduct, which is regularly reviewed and updated. The Board has adopted a separate business ethics statement referred to as the Ball Corporation Executive Officers and Directors Business Ethics Statement ("Executive Officers and Directors Ethics Statement") designed to establish principles requiring the highest level of ethical behavior toward achieving business success within the requirements of the law and our policies and ethical standards. The Business Ethics Code of Conduct and the Executive Officers and Directors Ethics Statement are set forth on our website at www.ball.com/investors under "Corporate Governance" Copies may also be obtained upon request from the Corporation's Corporate Secretary.

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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN
CONTROL PERSONS


​

​

 
    

 

We have adopted a policy with respect to transactions with related persons requiring our executive officers and directors to comply with all SEC and NYSE requirements concerning transactions between us and "related persons," as defined in the applicable SEC and NYSE rules. One of our named executive officers, Daniel W. Fisher, shares a household with our vice president, Global Business Services, whose 2019 compensation was in excess of $120,000. To facilitate compliance with the related persons policy, the Board adopted procedures for the review, approval or ratification of any transaction required to be reported under the applicable rules. The policy provides that each executive officer and director will promptly report to the Chairman of the Board any transaction with the Corporation undertaken or contemplated by such officer or director, by any beneficial

owner of 5% or more of the Corporation's voting securities or by any immediate family member. The Chairman of the Board will refer any transaction to the General Counsel for review and recommendation. Upon receipt of such review and recommendation, the matter will be brought before the Nominating and Corporate Governance Committee to consider whether the transaction in question should be approved, ratified, suspended, revoked or terminated. This policy for transactions with related persons is stated in writing and is part of the Ball Corporation Executive Officers and Directors Ethics Statement. The written form of the policy can be found on our website, as indicated in the section "Policies on Business Ethics and Conduct" on page 30 herein.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

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CD&A TABLE OF CONTENTS

​ ​ ​
32   EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
​ ​  ​
33   Executive Summary
​ ​  ​
33

Ball is Committed to Shareholder-Oriented Corporate Governance

​ ​  ​
34

Ball's EVA®-Focused Business Strategy Delivers Results in 2019

​ ​  ​
34

Ball's EVA®-Disciplined Performance Continues to Deliver for Shareholders

​ ​  ​
36

Compensation Programs Aligned with Business Strategy and Shareholder Interests

​ ​  ​
37

Shareholder Engagement

​ ​  ​
38

Elements of Pay-for-Performance and Management-as-Owners Philosophy

​ ​  ​
39

Composition of Our NEOs in 2019

​ ​  ​
40

NEO Compensation has a Strong Pay-for-Performance Linkage

​ ​  ​
41

NEO Target Compensation Awarded in 2019

​ ​  ​
42

Compensation Outcomes Driven by Business Performance

​ ​  ​
43   Compensation Objectives and Philosophy
​ ​  ​
43   Role of the Human Resources Committee and Executive Compensation Consultant
​ ​  ​
43   Market Reference Points and Peer Groups
​ ​  ​
45   Process for Determining Executive Compensation
​ ​  ​
46   Specifics Related to the 2019 Executive Compensation
​ ​  ​
46

Base Salary

​ ​  ​
47

Annual Incentive

​ ​  ​

​ ​ ​
48

Long-Term Incentives

​ ​  ​
51

Retirement Benefits

​ ​  ​
52   Other Executive Compensation Policies and Guidelines
​ ​  ​
52

Plan Terms and Procedures

​ ​  ​
52

Risk Assessment

​ ​  ​
52

Stock Ownership Guidelines

​ ​  ​
52

Anti-Hedging and Anti-Pledging Policy

​ ​  ​
52

Severance and Change in Control Benefits

​ ​  ​
53

Accounting and Tax Considerations

​ ​  ​

53
 
REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
​ ​  ​

54
 
COMPENSATION TABLES AND NARRATIVE
​ ​  ​
54   Summary Compensation Table
​ ​  ​
56   Grants of Plan-Based Awards Table
​ ​  ​
58   Outstanding Equity Awards Table
​ ​  ​
59   Option Exercises and Stock Vested Table
​ ​  ​
60   Non-Qualified Deferred Compensation Plans Table
​ ​  ​
62   Pension Benefits Table
​ ​  ​
64   Other Potential Post-Employment Benefits
​ ​  ​
71   CEO Pay Ratio
​ ​  ​
71   Equity Compensation Plan Information
​ ​  ​

This Compensation Discussion and Analysis ("CD&A") portion of the Proxy Statement describes Ball Corporation's business strategy, the alignment between our business strategy, shareholder interests and our pay-for-performance executive compensation programs. The CD&A also provides the required compensation disclosure for 2019 for the Corporation's named executive officers.

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EXECUTIVE SUMMARY

We strive to increase shareholder value by utilizing our long-standing EVA® mindset to lead our business strategy, prudently allocating growth capital and effectively managing our balance sheet. Our focus in on ensuring aluminum beverage and aerosol cans are the most sustainable packages in our customers' growing product portfolios and that our aerospace and defense technologies and services meet the growing demand for the climate monitoring, weather prediction and intelligence, reconnaissance and surveillance needs of the U.S. government.

During 2019, strong global growth for aluminum beverage packaging products, high demand for Ball's aerospace capabilities and our growing earnings and cash flow allowed us to return approximately $1.1 billion to shareholders and generate $217 million of EVA® dollars.

We continued to positively focus on our culture and employee engagement to enable our business strategy and to differentiate us in the market for talent. The dedication, clear focus and hard work of our employees, combined with the importance of knowing who we are, where we are going and what is important, has positioned Ball Corporation to drive long-term value for all stakeholders in 2020 and beyond.

Ball Is Committed to Shareholder-Oriented Corporate Governance

Our governance process ensures that the executive compensation program is appropriately maintained and updated to always meet a standard of excellence in pay-for-performance alignment. Specifically, a number of practices and policies are in place to promote the continuous improvement and accountability of our executive compensation program:

​

    

  COMPENSATION AND GOVERNANCE BEST PRACTICES  

​

    

§       A Human Resources Committee of the Board of Directors (the "Committee") composed entirely of directors who meet the NYSE independence standards;
​ ​ ​
§       An independent executive compensation consultant, engaged by and reporting directly to the Committee;
​ ​ ​
§       A review of total compensation via tally sheets;
​ ​ ​
§       External benchmarking of compensation levels and incentive design practices;
​ ​ ​
§       Dividend equivalents for stock awards which accrue during the vesting and/or performance periods and are paid only if vesting terms and/or performance measures are achieved;
​ ​ ​
§       Nominal perquisites that are not grossed-up for taxes;
​ ​ ​
§       Ongoing assessment of the relationship between risk and compensation programs;
​ ​ ​
§       Executive stock ownership guidelines for executives and directors;
​ ​ ​
§       Anti-hedging and anti-pledging policies for our executives and directors;
​ ​ ​
§       A shareholder-approved recoupment or "clawback" provision for cash incentive and stock compensation, which in the case of fraud or intentional misconduct by any executive at a level of vice president or above, may result in full reimbursement to Ball of any incentive compensation or cancellation of any outstanding awards to the executive; and
​ ​ ​
§       Change-in-control agreements with multiples that do not exceed two times pay and that require a termination of employment following a change in control ("double trigger") before severance benefits are due. Excise tax gross-ups have been eliminated for any new change-in-control agreements entered into after January 1, 2010.
​ ​ ​

The 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 shareholders.

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Ball's EVA®-Focused Business Strategy Delivers Results in 2019

Our vision for the future relies upon our long-held EVA® discipline. All lines of business and strategic initiatives are consistently measured through an EVA® lens. EVA® by simple definition is sales less operating costs ("NOPAT" or net operating profit after-tax) less a cost of capital charge. We have, for more than 25 years, sought to increase total EVA® generated year-on-year resulting in sustainable shareholder value creation. Requiring each business to earn returns higher than its cost of capital drives managers to make the best long-term decisions for our stakeholders, by intelligently cutting costs through lean initiatives, implementing process efficiencies, undertaking focused outsourcing efforts, investing in innovation, technology and infrastructure capital to drive profitable growth, and turning working capital faster and/or reducing working capital and assets within marginal or underperforming businesses.

Some of the actions taken in 2019 to enhance long-term EVA® and perpetuate the social, economic and environmental sustainability of our company included:

§
announcing the construction of state-of-the art specialty beverage manufacturing facilities in the United States and Brazil in addition to installing and speeding up specialty beverage can lines in existing beverage manufacturing facilities in North America and Europe to serve 5% unit volume growth across our global beverage business;

§
broadening employee engagement and training including two global Women's Summits held in North America and Europe, initiating a new global talent management system, hosting an internal Climate Summit to ensure alignment with our customers and supply chain, sponsoring an unconscious bias training to foster inclusivity and continuing workplace safety and skills-based training in our manufacturing operations;

§
investing to expand our aerospace infrastructure in Colorado to support over $2.5 billion of contracted

backlog and hiring more than 2,000 new employees in the business since 2017;

§
closing on the sale of underperforming Chinese aluminum beverage facilities for $200 million in cash proceeds to further reduce our leverage and return value to shareholders;

§
launching our new lightweight, brandable aluminum cups business to provide additional aluminum packaging solutions to venues transitioning away from single-use plastics;

§
setting significant greenhouse gas emission reduction goals to reduce our carbon footprint and transitioning to 100% renewal energy in North America by 2021;

§
paying down debt to an optimal leverage level;

§
returning over $1.1 billion to shareholders, and

§
deploying $350 million of growth capital expenditure to high EVA® returning projects.

Ball's EVA®-Disciplined Performance Continues to Deliver for Shareholders

As a result of multi-year execution of our EVA®-focused strategy:

§
Ball's stock price closed 2019 at $64.67, an increase of 40.7% over the prior year.

§
In May 2019, we increased the quarterly cash dividends 50% to 15 cents per share, providing annual dividends of $182 million, and completed $945 million of net repurchases of our common stock. Since 2009 we have returned over $5 billion to shareholders via share repurchases and dividends.
§
Including reinvested dividends, Ball generated 1-year, 3-year, 5-year and 10-year total returns of 41.8%, 77.1%, 97.8% and 445.4% respectively; significantly above the 1-year, 3-year, 5-year and 10-year returns for the S&P 500 of 28.9%, 44.3%, 56.9% and 189.7% respectively.

§
Ball's 1-year, 3-year, 5-year and 10-year total returns also surpassed the Containers and Packaging Index returns of 25.6%, 17%, 28.4% and 155% over the same periods respectively.

These results are a continuation of the performance delivered over the past number of years and provide a firm foundation for further growth as we execute our strategy.

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As demonstrated in the charts below, Ball continues to deliver strong, long-term shareholder returns.


Ball Total Shareholder Returns vs. Key Indices


GRAPHIC 		 
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To illustrate the connection between EVA® and shareholder value, the chart below summarizes a 20-year 92% historical correlation of EVA® dollar returns and share price growth. The chart also shows Ball's demonstrated ability to generate significant EVA® returns, while significantly expanding its invested capital base, which has increased by approximately $8 billion since 1998. Through its continued and disciplined use of EVA® as the lens for strategic decisions, Ball continues to efficiently deploy capital and generate significant shareholder value.

SUSTAINABLE EVA® GROWTH ABOVE WACC ACROSS INCREASING
AVERAGE INVESTED CAPITAL BASE DRIVES LONG-TERM VALUE CREATION

GRAPHIC

Stock prices adjusted for the February 22, 2002, August 23, 2004, February 15, 2011 and May 16, 2017, two-for-one stock splits. Average invested capital base grew from approximately $2 billion in 1998 to approximately $10 billion in 2018. Chart reflects the 6-month, partial-year increase associated with the Rexam acquisition which closed on June 30, 2016, net required divestment; therefore, 2017 reflects the full-year notable increase in returns on the company's average invested capital base. EVA®$ historical correlation calculated over the 1999 to 2019 period.

Going forward, our strong free cash flow and solid balance sheet provide the flexibility to continue to invest in our aluminum packaging and aerospace businesses and to commercialize the sustainability benefits of our metal packaging businesses, including our recently launched lightweight aluminum cup. We remain committed to return a significant amount of capital to shareholders via our long-standing, consistent share repurchase program and payment of dividends, in 2020 and beyond.

Compensation Programs Aligned with Business Strategy and Shareholder Interests

We are committed to our pay-for-performance and management-as-owners compensation philosophy, which aligns compensation with our business strategy and shareholder value creation. This is illustrated through use of short-term and long-term incentive programs that focus on continuous EVA® dollar growth, TSR, ROAIC and absolute stock price growth.

In those incentive programs that have EVA® growth-based performance targets, we are committed to shareholder value creation as demonstrated through:

§
EVA® HURDLE RATE HIGHER THAN WACC
We use a formula that applies a minimum hurdle rate of 9% after-tax when determining EVA® dollars generated, although our estimated weighted average cost of capital ("WACC") is approximately 6%. Requiring a hurdle rate above the WACC provides a level of returns to shareholders before the incentive plans begin to reward our
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    employees. Hence, shareholder value creation is realized when returns are greater than the approximately 6% WACC, whereas the basis for compensation is EVA®-generated utilizing the higher 9% hurdle rate.

§
RISK-ADJUSTED EVA® HURDLE RATES
While 9% after tax is the standard minimum hurdle rate generally used by us in its calculation of EVA® dollars generated, we require hurdle rates higher than 9% for higher-risk regions, emerging markets or new technologies.

§
FORMULAIC EVA® TARGET SETTING
We follow a best practice approach to short-term incentive goal-setting by using a consistent, objective, formulaic methodology that continuously focuses on EVA® dollar growth. This process is core to EVA® mechanics and the same formula has been used by us for more than 25 years. We find that this methodology removes the subjectivity that is sometimes found in other goal-setting methods, avoids unnecessary internal budget negotiations, requires consistent incremental value creation, allows for transparency with employees and shareholders, and enables direct employee engagement in achieving desired results that are aligned with shareholder interests. More information on this formulaic approach to Ball's short-term incentive goal-setting can be found in the Annual Incentive section of this CD&A.

GRAPHIC

Beyond our programs that are focused on EVA®, we further ensure pay-for-performance alignment with shareholder value generation through:

§
Additional long-term incentive programs that utilize value-added financial performance metrics other than EVA®—specifically, ROAIC, TSR and absolute stock price growth—creating accountability for both the efficient deployment of capital, strong earnings generation and stock price performance.

§
A management-as-owners culture that builds a management team with meaningful ownership in Ball. Executives are closely aligned to shareholder interests through established ownership expectations, equity-based long-term incentives and other periodic programs that encourage individuals to make meaningful investments in Ball Corporation common stock.

Shareholder Engagement

The annual Proxy Statement and Say-on-Pay voting process provides an additional opportunity for us to receive comprehensive feedback from shareholders. Each year, we leverage the opportunity to engage our institutional investors' stewardship committees to discuss the company's business performance, board composition, pay practices and sustainability (or ESG) initiatives. During these engagements, management, our Lead Independent Director and shareholders discussed a number of topics, including Ball's pay practices, long-term use of EVA®, board composition, employee engagement, progress on diversity and inclusion initiatives and sustainability leadership. As a result of positive shareholder feedback and our continued solid financial performance, our board of directors, based upon the recommendation of our Human Resources Committee, unanimously recommended to retain our existing executive compensation program and its pay-for-performance linkage, and continued strong alignment with shareholder value creation.

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Elements of Pay-for-Performance and Management-as-Owners Philosophy

The major elements of Ball's compensation philosophy are shown in the table below, with the page number in the CD&A that details the specifics of each of these components:

Compensation   Compensation
Element 		  Purpose   Basis for
Performance Measure 		  Alignment with Principles
of Pay-for-Performance 		  ► Page
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
SHORT-TERM ANNUAL CASH COMPENSATION   Annual Base Salary   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   48
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​
       Economic Value Added ("EVA®") Annual Incentive Plan   Designed to reward achievement of specified annual corporate and/or operating unit financial goals   Absolute EVA® dollars generated (net operating profit after-tax, less a cost of capital charge)   Incentive linked to actual economic value generated by the business, ultimately driving shareholder value   49
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​
LONG-TERM INCENTIVES
(CASH)
  		Long-Term Cash Incentive Plan ("LTCIP")   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

  Rewards for ROAIC performance above a target rate that is higher than Ball's WACC and for total shareholder returns relative to the broader investor market   50
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​
LONG-TERM INCENTIVES (EQUITY)   Stock Options   Designed to promote stock ownership and long term performance resulting in the creation of shareholder value   Stock price appreciation   Ties to our management-as-owners philosophy and rewards for absolute stock price growth over time   52
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​
​   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 through building executive ownership with stock unit awards that vest contingent only upon the achievement of absolute EVA® dollar growth relative to compound growth rate targets over a 3-year period   52
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​
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Compensation   Compensation
Element 		  Purpose   Basis for
Performance Measure 		  Alignment with Principles
of Pay-for-Performance 		  ► Page
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
OTHER PERIODIC PROGRAMS   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 philosphy, generally in connection with the promotion or recruitment of individuals to facilitate ownership and retention   53
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​
​   Deposit Share Program ("DSP")   Designed to promote financial investment in the Corporation, 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 investing in and holding shares of Company stock   53
​ ​  ​ ​ ​ ​ ​ ​ ​ ​ ​

Composition of Our NEOs in 2019

This year's NEOs are shown below:

    John A. Hayes, 54   ​   ​   Scott C. Morrison, 57   ​   ​   Daniel W. Fisher, 47   ​   ​   Lisa A. Pauley, 58   ​   ​   Robert D. Strain, Jr. 63   ​
    President and Chief Executive Officer since 2011, elected Chairman in 2013           Senior Vice President and Chief Financial Officer since 2010           Senior Vice President and Chief Operating Officer, Global Beverage Packaging since 2016           Senior Vice President, Human Resources and Administration since 2011           Senior Vice President, Ball Corporation; President, Ball Aerospace since 2013    
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
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NEO Compensation Has a Strong Pay-for-Performance Linkage

Consistent with our pay-for-performance, management-as-owners philosophy described previously, the majority of the target total compensation for our executives is variable based on performance, which constitutes pay at risk. The CEO is eligible to participate in the same executive programs as the other NEOs; however, a larger portion of the CEO's target total compensation is at risk. The following charts represent the mix of target total compensation awarded to our CEO and other NEOs in 2019. Our emphasis on longer term compensation, through performance-based long-term cash and stock awards, ensures a strong continued alignment between Ball's executive ownership and shareholder value creation objectives, and is consistent with competitive market data.

2019 CEO TARGET COMPENSATION MIX   2019 AVERAGE OTHER NEO TARGET COMPENSATION

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NEO Target Compensation Awarded in 2019

After our review of competitive market data based on both General Industry and Peer Group, our financial and operational performance, executive compensation consultant and CEO recommendations, tally sheet analysis, executive individual performance, and internal pay comparisons, the Committee authorized the following target total compensation elements for the CEO and other NEOs:

    §
    Base salary based on analysis of external market data and our pay philosophy;

    §
    Continued utilization of the short-term annual incentive EVA® plan;

    §
    Continued utilization of LTCIP awards. The performance measures and degree of vesting for the 2019-2021 LTCIP awards is based on ROAIC performance above a target rate set above Ball's WACC and shareholder

      returns that outperform the market. LTCIP awards for 2019-2021 have a potential outcome to executives of 0% to 200%; and

    §
    Continued utilization of PC-RSU awards. The performance measure and degree of vesting for the 2019-2021 PC-RSU awards is based on a future target value of absolute EVA® dollars generated in excess of our internal 9% after-tax hurdle rate as the capital charge, relative to 0% (threshold), 4% (target) and 8% (maximum) compound growth rate targets achieved over a three-year period. PC-RSU awards for 2019-2021 have a potential outcome to executives of 0% to 200%.

    §
    Continued utilization of Stock Option awards. As outlined previously, Stock Options reward absolute stock price growth over time.
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Compensation Outcomes Driven by Business Performance

Our fiscal 2019 financial results and the resulting EVA® were directly connected to the outcome of our annual short-term incentive plan, with performance relative to targets, as shown below:

Compensation   Compensation Element   2019 Performance Achievement   2019 Pay Outcome
​ ​ ​ ​ ​ ​ ​
ANNUAL CASH COMPENSATION   Economic Value Added ("EVA®") Annual Incentive Plan   For Ball's Consolidated Plan, the actual EVA® generated in excess of Ball's internal 9% after-tax hurdle rate for fiscal year 2019 of $216.9 million was slightly below our $227.4 million EVA® incentive plan target by $10.5 million. The actual EVA® generated in the Global Beverage Packaging business was also below the EVA® incentive plan target and the actual EVA® generated in Aerospace business significantly exceeded its EVA® incentive plan target.   Resulted in an award of 94% of target for all NEOs, except Mr. Fisher, whose payout was 86%, and Mr. Strain, whose payout was 261% (capped at 200% with remainder banked; see "Annual Incentive" section of CD&A for more details). Mr. Fisher and Mr. Strain's targets were based on a combination of their respective operating units' financial and EVA® goals and the Corporation's consolidated plan.
​ ​  ​ ​ ​ ​ ​

Our fiscal year 2019 results reflect our continued efforts in growing the organization, the successful execution of our business strategy, and strong performance in prior years. Pay realized by our NEOs from long-term incentive performance periods completed at 2019 year-end continues to reflect our commitment to improved financial performance and stock price growth, as shown below:

Compensation   Compensation
Element 		  2019 Performance Achievement   2019 Pay Outcome
​ ​ ​ ​ ​ ​ ​
LONG-TERM INCENTIVES
(CASH)
  		Long-Term Cash Incentive Plan ("LTCIP") 2017-2019 Period  

§

Actual 3-year average ROAIC of 11.3% exceeded the target of 9.0% and exceeded the maximum of 11.0%.

§

Relative TSR versus the S&P 500 subset was at the 81st percentile, which exceeded the maximum of the 75th percentile.

  Based on the 50%/50% blended ROAIC and TSR performance relative to targets, all of our NEOs received LTCIP payout equal to 200% of target.
​ ​  ​ ​ ​ ​ ​
LONG-TERM INCENTIVES (EQUITY)   Performance-Contingent RSUs ("PC-RSUs") 2017-2019 Period   Actual EVA® generated was $216.9 million compared to the target of $223.4 million, which represents EVA® dollar growth at 4% compound, annual rate over the 3-year performance period. Based on this performance, a result of slightly below target was achieved.   Based on the absolute EVA® dollars generated relative to target, PC-RSUs vested on January 31, 2020, for all NEOs at amounts that were 74% of target.
​ ​  ​ ​ ​ ​ ​
OTHER PERIODIC PROGRAMS   Special Acquisition-Related Incentive Program ("SAIP")   Over the 42-month performance period, actual cumulative EVA® dollars generated was $821 million compared to the target of $832 million, and actual cumulative cash flow dollars generated was $2,533 million compared to the target of $2,355 million for Ball's consolidated SAIP. Based on this performance, a result of above target was achieved. The actual cumulative EVA® and cumulative cash flow dollars generated by the Aerospace business exceeded their maximum levels.   Based on the cumulative EVA® and cumulative cash flow dollars generated during the 42-month performance period, SAIP awards vested on January 31, 2020, for all NEOs at amounts that were 131% of target, except Mr. Strain, whose payout was 200% of target. Mr. Strain's target was based-upon his respective business unit.
​ ​  ​ ​ ​ ​ ​
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COMPENSATION OBJECTIVES AND PHILOSOPHY

Our compensation program objectives are to provide competitive and reasonable compensation opportunities, focus on results and strategic objectives, foster a pay-for-performance and management-as-owners culture, and attract and retain key executives. Balancing these key objectives helps ensure accountability to our shareholders. The program is mainly designed to:

    §
    Attract, motivate and retain a highly capable and performance-focused executive team

    §
    Promote a culture of management owners whose financial interests are aligned with those of our shareholders

    §
    Pay-for-performance, such that total compensation reflects the individual performance of executives and the absolute and relative performance of the organization

    §
    Efficiently manage the potential stock dilution, cash flow, tax and reported earnings implications of executive compensation, consistent with the other objectives of the program

Target total compensation is composed of:

    §
    base salary,

    §
    annual EVA® incentive compensation and

    §
    long-term incentive compensation in the form of both cash and equity.

In support of our emphasis on significant ownership by key executives, we offer long-term incentive opportunities that encourage ownership. Generally, the amount of compensation realized or potentially realizable does not directly impact the level at which future pay opportunities are set. However, when granting equity awards, the Committee reviews and considers both individual performance and the number of outstanding and previously granted equity awards.

In addition to promoting share ownership, our executive compensation objectives and philosophy focus on rewarding performance. Thus, shareholder returns along with corporate performance, both short-term and long-term, comprise the largest portion of executive pay.

ROLE OF THE HUMAN RESOURCES COMMITTEE AND EXECUTIVE COMPENSATION CONSULTANT

The Committee oversees the administration of the executive compensation program and determines the compensation of our executive officers. The Committee is solely composed of nonmanagement directors, all of whom meet the independence requirements of the NYSE. Furthermore, the Committee has retained an independent consultant (the "Consultant") to assist in fulfilling its responsibilities. The Consultant is employed by Pay Governance, LLC, and is engaged by and reports directly to the Committee.

Specifically, the Consultant's role is to develop recommendations for the Committee related to all aspects of the executive compensation program and the Consultant works with management to obtain information necessary to develop the recommendations. The Committee assessed Pay Governance's independence in 2019, as required under NYSE listing rules. Based on this review, it was determined that no conflict of interest exists with the work performed by Pay Governance and consider them to be independent.

MARKET REFERENCE POINTS AND PEER GROUPS

When benchmarking compensation to the competitive market, we use two market reference points for our executive officers. This two-pronged approach provides a spectrum of relevant information on executive compensation levels, practices and trends in the marketplace. The Committee does not target pay to a specific market benchmark but rather considers the range of data presented along with tenure, company performance and individual performance when setting pay for NEOs. The market reference points provided to the Committee typically consist of "Peer Group" and "General Industry" market data.

"Peer Group" market data are reviewed for the CEO and CFO and are composed of companies within the containers and packaging, food, household durable and nondurable goods, and manufacturing industries. The Committee uses the Peer Group data as a transparent reference point for assessing pay levels across similarly-situated CEOs and CFOs. In addition

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to pay levels, the Committee reviews tenure and performance data across the Peer Group. Data for the Peer Group are collected from publicly disclosed data contained in SEC filings.

"General Industry" market data is presented for all NEOs and reflects the broad talent market in which we compete. The critical skills required by our management team have historically been found both inside and outside of the containers and packaging industry. Hence, the Committee believes it is appropriate to focus on General Industry market levels as the primary market reference point for evaluating the competitiveness of our executive compensation program. These data are size-adjusted to reflect the relative size of the orginization or the relevant business unit for the executive. Size-adjusting the data ensures that market levels are being developed for like roles within businesses of similar size and scope. Data for the General Industry are collected from multiple proprietary survey sources published by leading market data providers.

In developing the Peer Group, the Consultant sourced objective, quantitative financial and industry criteria, as well as qualitative criteria regarding the nature of our business operations. Specifically, the Consultant used the following principles and criteria in identifying the Peer Group companies:

Design Principle   Criteria
​ ​ ​
Quantitative financial criteria to ensure organizations are comparable in terms of size and structure  

§

Revenue between an approximate range of 0.4x to 2.5x our revenues

§

Market capitalization between 0.25x to 5.0x our market capitalization (used as a secondary reference)

§

Ratio of market capitalization to revenue generally between 0.5x and 2.0x

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Positive operating margins generally ranging from 5% to 20%

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Qualitative criteria regarding appropriate industry, business types and organizational complexity  

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Direct peers in the containers and packaging industry

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Nondurable consumer product companies with some or all of the following characteristics: containers and packaging are a critical element of the final product, there is a substantial business focus on meeting annual performance expectations, and the individual consumer represents the ultimate purchaser of the product

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Broader manufacturing companies within the capital goods, chemical manufacturing, paper products and metals industries

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For 2019, our Peer Group included the companies below.

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  §    Alcoa Corporation   §    Eastman Chemical Company   §    PPG Industries, Inc.
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  §    Avery Dennison Corporation   §    General Mills Inc.   §    Sealed Air Corporation
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  §    Berry Global Group, Inc.   §    International Paper Company   §    The Sherwin-Williams Company
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  §    Campbell Soup Company   §    Nucor Corporation   §    United States Steel Corp.
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  §    ConAgra Brands, Inc.   §    Molson Coors Beverage Company   §    WestRock Company
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  §    Crown Holdings Inc.   §    Owens-Illinois, Inc.    
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Following a review in the third quarter of 2019, the Committee made no adjustments to this Peer Group and it will be used to inform on 2020 pay decisions.