BALL CORP (BALL)
Sector: Materials
2026 Annual Meeting Analysis
BALL CORP · Meeting: April 29, 2026
Directors FOR
8
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Bryant currently serves on four public company boards simultaneously, which meets the overboarding threshold under our policy requiring a vote against any non-executive director holding four or more public company board seats.
For Analysis
Mr. Erter joined the board in 2024 and is within the 24-month new-director exemption from the TSR trigger; he holds one outside public board seat (James Hardie Industries) and brings relevant executive and industrial experience.
Mr. Lewis joined the board in November 2025 and is within the 24-month new-director exemption from the TSR trigger; as the sitting CEO of Ball with no outside public board seats, no overboarding concern applies.
Ball's 3-year price return is +18.1%, placing it in the low-positive TSR tier where the underperformance threshold versus the ^GSPC — S&P 500 benchmark is 50 percentage points; the actual gap is -49.1pp, which does not meet the 50pp trigger, so no TSR-based vote against applies, and Ms. Niekamp holds only one outside public board seat.
Mr. Panichella joined the board in October 2025 and is within the 24-month new-director exemption from the TSR trigger; he holds no outside public company board seats and brings relevant global industrial leadership experience.
Ball's 3-year TSR gap versus the ^GSPC — S&P 500 is -49.1pp, which falls just short of the 50pp threshold required to trigger a vote against in the low-positive TSR tier; Mr. Penegor holds two outside public board seats (Papa Johns, Dutch Bros), which is within the permitted limit for non-executive directors.
Ball's 3-year TSR gap versus the ^GSPC — S&P 500 is -49.1pp, which falls just short of the 50pp threshold in the low-positive TSR tier; Ms. Ross holds no current outside public company board seats and has strong financial expertise as a former CFO.
Ball's 3-year TSR gap versus the ^GSPC — S&P 500 is -49.1pp, which falls just short of the 50pp threshold in the low-positive TSR tier; Ms. Sapp holds no outside public board seats and brings unique public policy and cybersecurity expertise.
Ball's 3-year TSR gap versus the ^GSPC — S&P 500 is -49.1pp, which falls just short of the 50pp threshold in the low-positive TSR tier; Mr. Taylor holds two outside public board seats (Atmus Filtrations, Wabash National), within the permitted limit for non-executive directors, and serves as independent Board Chairman.
We vote FOR eight of nine director nominees. John A. Bryant is flagged AGAINST solely due to overboarding — he simultaneously serves on four public company boards (Ball, Compass PLC, Coca-Cola Europacific Partners PLC, and Flutter PLC), which meets the policy threshold. For all other nominees, Ball's 3-year price return of +18.1% places it in the low-positive TSR tier under our policy, where the underperformance trigger versus the ^GSPC — S&P 500 benchmark requires a gap of at least 50 percentage points; the actual gap is -49.1pp, which does not reach that threshold. All other directors pass overboarding and qualifications screens.
Say on Pay
✓ FORCEO
Ronald J. Lewis
Total Comp
$4,218,225
Prior Support
93% average over last three years%
CEO Ronald J. Lewis received total compensation of $4,218,225 for 2025, which is modest for a CEO of a $15.8 billion global packaging company and comfortably within benchmark ranges for this role, sector, and market cap. Ball's compensation program emphasizes variable pay — the mix is heavily weighted toward performance stock awards (50% of long-term incentives), stock options (25%), and restricted stock units (25%), with short-term bonuses tied to measurable financial metrics including operating cash flow and volume growth, and the company discloses a robust clawback policy. While Ball's stock has underperformed the ^GSPC — S&P 500 by approximately 49pp over three years, incentive pay levels for the current CEO are not above benchmark, so the pay-for-performance misalignment trigger does not apply, and prior shareholder support has averaged 93%, well above the 70% concern threshold.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references PricewaterhouseCoopers LLP as Ball's auditor but the detailed fee table was not included in the provided filing text; absent confirmed fee data showing a non-audit ratio above 50% or confirmed tenure of 25 or more years, the policy default is to vote FOR. PwC is a Big 4 firm appropriate for a company of Ball's size and complexity.
Overall Assessment
Ball's 2026 annual meeting ballot contains four proposals; we vote FOR on Say on Pay, FOR on auditor ratification, and FOR on eight of nine director nominees, with John Bryant flagged AGAINST solely for serving on four simultaneous public company boards. The equity plan amendment (Proposal 4) falls outside the current policy scope and is noted but not formally evaluated.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing