DEF 14A of BALL Corp, Mar 20, 2025

DEF 14A of BALL Corp

Filed Mar 20, 2025 · FY20240001104659-25-026013

Open on EDGAR

  1. BALL CORPORATION

    Compensation Policies and Practices We adhere to sound practices and policies that advance the continuous improvement and accountability of our executive compensation program: ■ our Human Resources Committee (the “HR Committee”), composed entirely of independent directors, meets regularly with executives and senior management; ■ an independent compensation consultant 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 that accrue during the vesting and/or performance periods are paid only if vesting terms and/or performance measures are achieved; ■ perquisites are nominal and are not grossed-up for taxes; ■ the HR Committee continually assesses the relationship between risk and our compensation programs; ■ we have anti-hedging and anti-pledging policies for our executives and directors; ■ cash incentive and stock compensation (including service-based and performance-based) to any executive officer (current or former) or executive at the level of vice president or above is subject to a robust recoupment (“clawback”) policy, including a shareholder-approved clawback provision; ■ our change-in-control agreements have multiples that do not exceed two times pay and require a termination of employment following a change in control (“double trigger”) before severance benefits are due; and excise tax gross-ups were eliminated in change-in- control agreements entered into after January 1, 2010 and do not apply to any currently employed executive officer. 2024 Target Total Compensation Mix Consistent with our pay-for-performance and management-as-owners philosophy, the majority of the target total compensation for our named executive officers is variable and at-risk based strictly on performance. 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. 2024 CEO TARGET COMPENSATION MIX 2024 AVERAGE OTHER NEO TARGET COMPENSATION

  2. BALL CORPORATION

    | OUR BOARD OF DIRECTORS |

  3. BALL CORPORATION

    At Ball Corporation, we believe key qualities of a board member include vision, leadership, stewardship, knowledge, diligence, collegiality and discretion. Our directors have demonstrated their deep interest in and understanding of Ball’s mission, the ability to see the big picture, the courage to set direction to achieve our goals, and the integrity to serve the interests and pursue the objectives of the organization, as well as the interests of our shareholders and our other stakeholders. Experience The Board is composed of members with diverse qualifications and experience that support the company’s business strategy and future business needs.

  4. BALL CORPORATION

    | Director Skills, Experiences and Attributes | | John A. Bryant | Michael J. Cave | Aaron M. Erter | Daniel W. Fisher | Dune E. Ives | Cynthia A. Niekamp | Todd A. Penegor | Cathy D. Ross | Betty J. Sapp | Stuart A. Taylor II | # of 10 Directors | | | Corporate Governance | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | 9 | | | Executive Leadership | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | 10 | | | Finance and Accounting | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | 9 | | | Global Business | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | 8 | | | Operations and Business Strategy | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | 9 | | | Public company board experience | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | 9 | | | Relevant industry experience | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | | 8 | | | Public Policy/Trade | | ■ | | | ■ | ■ | | | | | 3 | | | Corporate Responsibility / Sustainability | ■ | | ■ | ■ | ■ | ■ | ■ | | | ■ | 7 |

  5. BALL CORPORATION

    DIRECTOR NOMINEES

  6. BALL CORPORATION

    | | JOHN A. BRYANT | | MICHAEL J. CAVE | | ■ Independent Director since 2018 ■ Age 59 COMMITTEES ■Audit ■ Nominating/Corporate Governance CAREER HIGHLIGHTS Mr. Bryant was an executive at Kellogg Company for 20 years and was its Chief Executive Officer from January 2011 to September 2017. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Mr. Bryant joined Kellogg Company in 1998 and held a variety of roles including Chief Financial Officer; President, North America; President, International; and Chief Operating Officer before becoming Chief Executive Officer in January 2011. He retired as Chairman of the Board in March 2018 and Chief Executive Officer in September 2017. In addition to his role on Ball’s Board, Bryant serves as Chairman of the Board of Flutter PLC and is a Board member of Compass PLC and Coca-Cola European Partners PLC. He has also served as a trustee of the W.K. Kellogg Foundation Trust, and on the Boards of Directors of Catalyst and The Consumer Goods Forum and Macy’s Inc. Mr. Bryant has extensive knowledge and expertise in accounting and financial matters, branded consumer products and consumer dynamics, crisis management, international markets, people management, manufacturing and strategy, and strategic planning. Mr. Bryant currently serves on the audit committees of two other public companies, and our Board of Directors has determined that, given his extensive financial experience, such simultaneous service will not impair his ability to effectively serve on Ball’s audit committee. Mr. Bryant’s extensive experience as a senior executive at a leading U.S. based public company, including as its Chief Executive Officer for seven years, make him well qualified to serve as a director. | | ■ Independent Director since 2014 ■ Age 64 COMMITTEES ■Audit ■Finance CAREER HIGHLIGHTS Mr. Cave was Senior Vice President, The Boeing Company, and President of Boeing Capital Corp. from 2010 to 2014, and served for many years in senior management positions at Boeing. In the past five years, he has also served on the boards of Esterline Technologies, Bellevue, Washington, Aircastle Limited, Stamford, Connecticut, and Harley-Davidson, Inc., Milwaukee. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Mr. Cave served for 31 years in various managerial capacities for The Boeing Company. Most recently, Mr. Cave served as Senior Vice President and President of Boeing Capital Corp., a subsidiary of The Boeing Company, from 2010 to 2014. Prior to that, he served as Senior Vice President of Business Development and Strategy at The Boeing Company, as well as Vice President of Business Strategy & Marketing of Boeing Commercial Airplanes from 2006 until late 2009. Mr. Cave also served as Vice President & General Manager of Boeing’s Airplane Programs division and focused on the strategy, product development and business results associated with those products. From 2003 to 2006, Mr. Cave served as the Chief Financial Officer of Boeing’s Commercial Airplanes division and held various other senior positions prior to 2003. In addition to his accounting and financial expertise, Mr. Cave has broad experience in marketing and information systems. In 2004, Mr. Cave was honored with the Award for Executive Excellence by the Hispanic Engineer National Achievement Awards Corporation. His extensive board and management experience and qualifications make him well qualified to serve as a director. | | | | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ Compass PLC ■ Coca-Cola European Partners PLC ■ Flutter PLC | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ None | |

  7. BALL CORPORATION

    | | AARON M. ERTER | | DANIEL W. FISHER | | ■ Director since 2024 ■ Age 51 COMMITTEES ■ Human Resources ■ Nominating/Corporate Governance CAREER HIGHLIGHTS Mr. Erter has held the position of Chief Executive Officer (CEO) of James Hardie since September 2022. A highly experienced executive, Mr. Erter possesses deep expertise in global, multi-billion dollar organizations in the consumer and industrial sectors. Specifically, he has built and managed high-performing teams, is proficient in profit and loss management, strategy development, product development, marketing, sales leadership and M&A. Before coming to James Hardie, Mr. Erter served as CEO of PLZ Corp, a leader of specialty liquid and aerosol manufacturing. Mr. Erter’s other career experiences include Sherwin-Williams, where he served as global president for Sherwin’s Consumer and Industrial businesses, Valspar, where he was senior vice president and general manager of the company’s Consumer business and 15 years at Stanley Black & Decker where he held numerous leadership roles in sales and marketing for both the Black & Decker and DEWALT Brands. Mr. Erter serves on the Board of Directors for Chicagoland Habitat for Humanity and on the Advisory Board for the Pro Football Hall of Fame. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Mr. Erter holds a Bachelor of Economics from The Wharton School at The University of Pennsylvania and an MBA at The University of Notre Dame — Mendoza College of Business. Mr. Erter’s leadership roles, financial expertise and business experience make him well qualified to serve as a director. | | ■ Director since 2021 ■ Age 52 COMMITTEES ■ None CAREER HIGHLIGHTS Mr. Fisher has been Chairman, Ball Corporation since April 2023; Chief Executive Officer, Ball Corporation since April 2022; President, Ball Corporation 2020 to 2021; Senior Vice President, Ball Corporation and Chief Operating Officer, Global Beverage Packaging 2016 to 2020; President, Beverage Packaging North and Central America 2014 to 2016; Senior Vice President, Finance and Planning, North America Metal Beverage 2013 to 2014; Vice President, Finance, North America Metal Beverage Packaging Division Americas 2010 to 2013. Prior to joining Ball Corporation in 2010, Mr. Fisher held various leadership roles at Bradken Corporation, Danaher Corporation and Emerson Electric. At Bradken Corporation, Mr. Fisher was the Finance lead for the North American division of the Australian publicly traded foundry business. In that role, he managed the procurement, IT, Finance, Accounting and Treasury functions for a $400 million operating unit. At Ball, Mr. Fisher initially led the finance team for the North American beverage business. He then served as Senior Vice President, Finance and Planning, North America Metal Beverage and then as President, North America, Beverage Packaging before becoming Senior Vice President and Chief Operating Officer of our global beverage packaging division. On January 26, 2022, the Board elected Mr. Fisher as Chief Executive Officer effective April 27, 2022, and in March 2023 the Board elected Mr. Fisher as Chairman, effective April 26, 2023. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Mr. Fisher holds a master’s degree in business administration from the University of Colorado, Denver and a bachelor’s degree from Washington University. Mr. Fisher’s leadership roles, financial expertise and business experience make him well qualified to serve as a director. | | | | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ James Hardie Industries PLC | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ Cummins Inc. | |

  8. BALL CORPORATION

    | | DUNE E. IVES | | CYNTHIA A. NIEKAMP | | ■ Independent Director since 2021 ■ Age 53 COMMITTEES ■ Finance ■ Nominating/Corporate Governance CAREER HIGHLIGHTS Dr. Ives is the founder and Chief Executive Officer of Movements That Matter, LLC, a strategic advisory services firm, since November 2022. Ms. Ives was previously the founding Chief Executive Officer of global changemaker Lonely Whale, from 2016 to 2022, where she developed award-winning, viral impact marketing campaigns that influenced domestic and international plastic waste policy change, sparked corporate action amongst industry leaders such as Dell Technologies, IKEA, TOM FORD, Google, HP, Inc., and Miller Knoll, and earned the coveted UNSDG Impact Award. Prior to joining Lonely Whale, Ms. Ives served on the executive team for Vulcan, Inc. where she embedded Paul G. Allen’s World Changing Initiatives across his entire holding company and personal portfolio, designed and led Paul G. Allen’s Vulcan Philanthropy addressing climate change, species protection, and ocean health, led Mr. Allen’s $100 million commitment to stop the spread of the Ebola Virus, and designed and oversaw passage of the most successful voter initiative in Washington State history catalyzing policy change across the US and at the Federal level. Ms. Ives is founder of the sustainability and corporate responsibility consulting firm, Milepost Consulting, where she led impact initiatives across multiple sectors including electric and gas utilities, sports and entertainment, production agriculture, municipalities, and corporate office real estate and development. Ms. Ives is co-founder of the Green Sports Alliance and served as adjunct professor for Presidio Graduate School where she developed and taught the first-ever course on climate change business strategies. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Ms. Ives holds her Ph.D. in Psychology and the NACD.DC designation. She is a member of the NACD Board Leaders Exchange, focusing on risk and also a member of the NASDAQ Center for Board Excellence. Her three decades of experience leading domestic and international impact marketing and policy change initiatives along with her expertise in sustainability and corporate responsibility make her well qualified to serve as a director. | | ■ Independent Director since 2016 ■ Age 65 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 Corporation. 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 implemented a strategy to improve the financial performance of the business unit and to double its revenues. She also led 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 chief financial officer and vice president, corporate strategy, and has previously served on four other publicly traded company boards. Ms. Niekamp’s extensive management and public company board experience makes her well qualified to serve as a director. | | | | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ None | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ PACCAR, Inc. | |

  9. BALL CORPORATION

    | | TODD A. PENEGOR | | CATHY D. ROSS | | ■ Independent Director since 2019 ■ Age 59 COMMITTEES ■Audit ■Human Resources CAREER HIGHLIGHTS Mr. Penegor is the President and Chief Executive Officer of Papa Johns. Prior to this, he was the President and Chief Executive Officer of The Wendy’s Company. He served as Senior Vice President and Chief Financial Officer in 2013 and named President and Chief Executive Officer in 2016 until February 2024. Prior to joining Wendy’s, Mr. Penegor held a series of key leadership roles at Kellogg Company and Ford Motor Company. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Mr. Penegor has extensive experience as an executive in the food products and consumer goods industries. He joined Papa Johns International in August 2024 as President and Chief Executive Officer. Prior to joining Papa Johns, he served as President and CEO and Chief Financial Officer of The Wendy’s Company. Prior to joining The Wendy’s Company, Mr. Penegor worked at Kellogg Company, a global leader in food products, from 2000 to 2013 where he held several key leadership positions. Mr. Penegor also worked for 12 years at Ford Motor Company in various positions, including in strategy, mergers and acquisitions, the controller’s office and treasury. In addition to his role on the board at Ball, Mr. Penegor also serves on the Board of Dutch Bros. He also serves on the board of trustees of the Papa Johns Foundation. Mr. Penegor holds a Bachelor of Science degree in accounting and a Master of Business Administration in finance from Michigan State University. Mr. Penegor’s extensive experience as a senior executive at leading U.S. based public companies, including as the former Chief Executive Officer of The Wendy’s Company, make him well qualified to serve as a director. | | ■ Independent Director since 2017 ■ Age 67 COMMITTEES ■Audit ■ Nominating/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. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE As CFO and Executive Vice President of FedEx Express, Ms. Ross was responsible for the company’s worldwide financial affairs, including financial planning, reporting and analysis, accounting and controls, global financial service centers, business technology, and long-range strategic planning. She was a member of the Fedex Express executive committee which was comprised of the company’s top executives and actively engaged in all major business decisions. Ms. Ross’ 30-year career with FedEx began in 1984 as a senior financial analyst, and she held roles of increasing responsibility with exposure to all areas of the company during her tenure at FedEx. Prior to joining FedEx, Ms. Ross worked for Kimberly-Clark Corporation in cost analysis and for a subsidiary of Proctor and Gamble. She holds a master’s degree in business administration with concentration in finance from the University of Memphis and a bachelor’s degree in accounting from Christian Brothers University in Memphis. Ms. Ross’s leadership roles, experience with a large, complex, global organization, financial and executive leadership and experience, as well as service on other public company boards make her well qualified to serve as a director. | | | | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ Papa Johns International ■ Dutch Bros | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ Steelcase, Inc. | |

  10. BALL CORPORATION

    | | BETTY J. SAPP | | STUART A. TAYLOR II | | ■ Independent Director since 2019 ■ Age 69 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. During her time at the NRO, she successfully led the effort to the first clean independent audit for the IC. After serving as the 18th director of the NRO, Ms. Sapp retired in June 2019. Prior to working at the NRO, Ms. Sapp was Deputy Under Secretary of Defense for Portfolio, Programs and Resources in the Office of the Under Secretary of Defense for Intelligence. She also spent several years at the Central Intelligence Agency after (CIA) after spending the earlier part of her career as an officer of the United States Air Force. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE Ms. Sapp served in a variety of strategic leadership roles at the NRO and within the U.S. government. In 2009, Ms. Sapp was appointed the Principal Deputy Director of the NRO. She was then appointed Director of the NRO in 2012. At both the CIA and NRO, she obtained valuable experience in cybersecurity and related areas. Ms. Sapp also served in the United States Air Force for 17 years in various acquisition and financial management positions on space and aircraft systems. Ms. Sapp holds a bachelor’s degree in biological sciences, magna cum laude, from the University of Missouri and a master’s degree in business administration from the University of Missouri- Columbia. Ms. Sapp is Level III certified in government acquisition and was certified as a defense financial manager. Ms. Sapp’s leadership experience and extensive government, cybersecurity and defense expertise make her well qualified to serve as a director. | | ■ Independent Director since 1999 ■Lead Independent Director since 2019 ■ Age 64 COMMITTEES ■ Human Resources ■Nominating/Corporate Governance CAREER HIGHLIGHT 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. | | | | | | | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ None | | OTHER CURRENT PUBLIC COMPANY BOARDS ■ Atmus Filtrations Technologies Inc. ■ Hillenbrand, Inc. ■ Wabash National | |

  11. BALL CORPORATION

    | BOARD LEADERSHIP STRUCTURE |

  12. BALL CORPORATION

    The Board believes that ensuring independent and strong leadership is key to building long-term shareholder value. In March 2023, the Board elected Mr. Daniel W. Fisher as Chairman effective April 26, 2023. Mr. Fisher has been a director since 2021 and CEO since April 27, 2022. Mr. Fisher assumed the position of Chairman after more than 12 years with Ball, most recently serving as President and CEO and a member of the Board. Mr. Fisher is the director with the most direct oversight and direction of our businesses and industries, and is therefore best able to identify the strategic and operational priorities to be discussed by the Board. We recognize that different board leadership structures may be appropriate for different companies at different times. We believe our current leadership structure provides the most effective form of leadership for our organization at this time. Mr. Stuart A. Taylor II has served as Lead Independent Director since he was elected to that position by Ball’s independent directors in April 2019. As Lead Independent Director, Mr. Taylor’s responsibilities include: ■ coordinating the activities of the independent directors, including calling meetings of the independent directors and facilitating the CEO succession process; ■ 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 from the independent directors; ■ helping facilitate communication between the CEO and the independent directors; ■ presiding at Board meetings where the Chairman is not present; ■ being available for consultation and communication with major shareholders; and ■ performing other duties assigned from time to time by the Board.

  13. BALL CORPORATION

    | DIRECTOR INDEPENDENCE |

  14. BALL CORPORATION

    The Board has adopted a director independence policy that is consistent with the director independence requirements in the NYSE Listing Standards. Our Corporate Governance Guidelines provide that a majority of the Board must be independent. Based upon the NYSE director independence standards, since October 2020, each of the members of the Board was and currently is independent with the exception of Mr. Fisher.

  15. BALL CORPORATION

    | BALANCED BOARD COMPOSITION |

  16. BALL CORPORATION

    Board Refreshment We believe our current Board of Directors benefits from a combination 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 implement a director succession plan. The composition of the Board has been refreshed with an eye toward financial, organizational, and industry expertise. As well as diversity, balance of tenure, and other important factors, including sustainability. Key highlights of our Board refreshment journey include: ■ 3 of 10 directors have joined the Board in the past 5 years ■ our current Board reflects increased diversity with strong experience ■ the Board elected Mr. Taylor as Lead Independent Director in April 2019 ■ the average age of our directors is 60 years ■ the average tenure of our directors is 8 years The current Board is well balanced, with a mix of long- standing and newer directors.

  17. BALL CORPORATION

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  18. BALL CORPORATION

    Diversity In considering candidates for Board positions, our Nominating/Corporate Governance Committee consistently applies the principles of diversity and inclusion. Our directors’ differing viewpoints, experience and skill sets have contributed to a talented and capable Board that reflects Ball’s overall diversity. The Committee will continue to identify opportunities to improve the skills, qualifications, independence, diversity, tenure and refreshment of our Board in considering candidates. In addition to seeking characteristics such as business and professional experience, education and skills, the Committee’s robust review process considers a variety of other factors, including diversity of background. How We Select Nominees All of our directors are elected annually. Our Nominating/Corporate Governance Committee recommends candidates for nomination by our Board. Candidates may also be submitted by current directors, by management, or (as described below) by shareholders. Candidates nominated by our Board are assessed and interviewed by the Nominating/Corporate Governance Committee and by other Board members, considering the values and needs of the organization. The Committee seeks 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 Business Ethics Statement; ■ demonstrate credentials and experience in a broad range of corporate matters; ■ have diversity of experience, qualifications, attributes and skills that would complement the experience already represented on the Board; ■ are not affiliated with special interest groups that represent causes or constituents that are inconsistent with the purpose or objectives of the company; and ■ meet the criteria, if any, for being a director as set forth in the Indiana Business Corporation Law, Ball’s Articles of Incorporation, and Bylaws. 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/Corporate Governance Committee will consider candidates recommended by shareholders no later than November 20, 2025. These candidates are evaluated based on the same criteria as those recommended by our consultant. Any recommendation from a shareholder should be in writing and addressed to:

  19. BALL CORPORATION

    | | The Chair, Nominating/Corporate Governance Committee Ball Corporation c/o Corporate Secretary 9200 W. 108th Circle Westminster, Colorado 80021 |

  20. BALL CORPORATION

    | RISK OVERSIGHT |

  21. BALL CORPORATION

    Our Board of Directors is responsible for overseeing the risk management function and enterprise risk management. Additionally, each Board committee considers the specific risks within its area of responsibility. In particular, the Audit Committee has primary responsibility for overseeing key aspects of financial and legal risk management; and the Nominating/ Corporate Governance Committee has primary responsibility for overseeing sustainability matters, including environmental, social and governance, IT and cybersecurity risks. Our Enterprise Risk Management process ensuring ongoing attention to various potential risk areas, is supervised by our Senior Vice President and Chief Legal Officer and is periodically reported to our Board for its oversight. Key corporate and divisional risks are systematically identified and assessed on a regular basis. Also, our Internal Audit Department analyzed various areas of risk to our business and provides risk assessment and analysis to our Audit Committee. The Board recognizes the importance of maintaining the trust and confidence of our customers, suppliers and employees. Ball has a dedicated, globally distributed information security team that is responsible for leading information security strategy, standards and processes. The internal team partners closely with a strong network of external partners, including conducting annual external audits. Ball also maintains cybersecurity insurance for significant portions of the business. The head of information security keeps the full Board fully informed of information security matters with an annual update and timely reports on any important information security events. During the past three years, we have not experienced any cybersecurity incident resulting in a material impact to our business. We believe our directors provide effective oversight of risk management through the Board’s regular dialogue with management, the Enterprise Risk Management process, annual Board and Committee self-evaluations, and regular assessments of specific risks by each Board committee within its area of responsibility. In addition, the Board maintains effective independent oversight of Ball’s management and business generally through a number of governance practices, including open and direct communication with management, input on meeting agendas, annual performance evaluations, and regular executive sessions.

  22. BALL CORPORATION

    | BOARD AND COMMITTEE SELF-EVALUATIONS |

  23. BALL CORPORATION

    The Board annually conducts a robust self-evaluation process to assess the effectiveness of the Board and its committees and to make recommendations regarding its organization and operation. The Chairman and CEO conducts one-on-one meetings with each director to discuss the evaluations and any other matters raised by the directors. The evaluation process is reviewed every year to ensure it remains relevant and effective.

  24. BALL CORPORATION

    | DIRECTOR TRAINING |

  25. BALL CORPORATION

    The Board is focused on onboarding of new directors, Board education, and team building to preserve the Board’s cohesive, professional and collaborative environment. 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 external programs. In 2024, several directors attended various conferences and webinars including meetings of the Women Corporate Directors, the KPMG Board Leadership Conference and the NACD Manufacturing Roundtable.

  26. BALL CORPORATION

    | BOARD MEETINGS |

  27. BALL CORPORATION

    The Board meets regularly at least four times per year. The directors are expected to attend all meetings of the Board, relevant committee meetings, and the Annual Meeting of Shareholders. The Board held six Board meetings during 2024. Every director attended more than 75% 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 on the Board attended the 2024 Annual Meeting. Nonmanagement directors meet as a separate group at each regularly scheduled Board of Directors meeting. Independent directors meet in executive session 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. Shareholder Engagement Every year we engage our institutional investors to discuss our shareholders’ priorities. The Board values shareholder feedback. In June 2024, we held an analyst and investor conference and invited shareholders to attend presentations by our executive team on our key strategic initiatives, our continued focus on corporate sustainability and our long-term financial targets. In addition to the conference, our management team met with shareholders throughout the year and discussed a number of topics, including Ball’s business and ESG initiatives. Shareholder feedback was generally positive. Retirement Policy Ball has a mandatory retirement age for all Board members, in part to ensure the Board benefits from a balanced mix of perspectives. Candidates will not be nominated, and existing directors may not seek re-election, after they reach the age of 75. CONTACTING OUR BOARD Shareholders or others can send written communications to the Board, to individual directors, to Board committees, or to the Chairman of the Board. All such communications should be sent in care of the Corporate Secretary as shown below:

  28. BALL CORPORATION

    | | Ball Corporation Attention: Corporate Secretary 9200 W. 108th Circle Westminster, Colorado 80021 |

  29. BALL CORPORATION

    Ball 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 our proxy materials must be communicated as described below under “Voting and Meeting information — Shareholder Proposals for 2026 Annual Meeting.”

  30. BALL CORPORATION

    | BOARD AND COMMITTEE MEMBERSHIP |

  31. BALL CORPORATION

    BOARD COMMITTEES The Board has four standing committees, as shown below. All of the directors serving on the Board’s committees are independent. Each committee operates under a written charter that is available on our website at www.ball.com/investors under “Corporate Governance.”

  32. BALL CORPORATION

    | | | COMMITTEES | | | | | Director | Independent | Audit | Finance | Human Resources | Nominating / Corporate Governance | | John A. Bryant | Yes | | | | | | Michael J. Cave | Yes | | | | | | Aaron M. Erter | Yes | | | | | | Daniel W. Fisher | No | | | | | | Dune E. Ives | Yes | | | | | | Cynthia A. Niekamp | Yes | | | | | | Todd A. Penegor | Yes | | | | | | Cathy D. Ross | Yes | | | | | | Betty J. Sapp | Yes | | | | | | Stuart A. Taylor II | Yes | | | | |

  33. BALL CORPORATION

    Pedro H. Mariani is not standing for reelection. In 2024 he was a member of the Finance Committee and Nominating/Corporate Governance Committee.

  34. BALL CORPORATION

    | AUDIT COMMITTEE |

  35. BALL CORPORATION

    MEMBERS

  36. ■Stuart A. Taylor

    | DIRECTOR COMPENSATION |

  37. ■Stuart A. Taylor

    | | Annual Compensation ($) | | Fixed cash retainer | $90,000 | | Target incentive cash retainer* | $15,000 | | Restricted Stock Unit (RSU) award | $155,000 | | Audit Committee Chair additional cash retainer | $20,000 | | Human Resources Committee Chair additional cash retainer | $20,000 | | Finance Committee Chair additional cash retainer | $15,000 | | Nominating/Corporate Governance Committee Chair additional cash retainer | $15,000 | | Lead Independent Director additional cash retainer | $30,000 | | Special meeting or assignment fee (per meeting or assignment) | $750 |

  38. ■Stuart A. Taylor

    | 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)(6) | Total ($) | | John A. Bryant | $90,000 | $155,022 | $— | $30,000 | $— | $— | $275,022 | | Michael J. Cave | $105,000 | $155,022 | $— | $30,000 | $— | $20,000 | $310,022 | | Aaron M. Erter | $52,673 | $150,048 | $— | $17,377 | $— | $— | $220,098 | | Dune E. Ives | $90,000 | $155,022 | $— | $30,000 | $— | $20,000 | $295,022 | | Pedro H. Mariani | $90,000 | $155,022 | $— | $30,000 | $— | $— | $275,022 | | Georgia R. Nelson | $83,250 | $155,022 | $— | $— | $— | $12,488 | $250,760 | | Cynthia A. Niekamp | $91,500 | $155,022 | $— | $30,000 | $— | $— | $276,522 | | Todd A. Penegor | $95,750 | $155,022 | $— | $30,000 | $— | $16,880 | $297,652 | | Cathy D. Ross | $110,000 | $155,022 | $— | $30,000 | $— | $25,000 | $320,022 | | Betty J. Sapp | $90,000 | $155,022 | $— | $30,000 | $— | $22,000 | $297,022 | | Stuart A. Taylor II | $136,500 | $155,022 | $— | $30,000 | $— | $20,000 | $341,522 |

  39. ■Stuart A. Taylor

    (1) Values represent fees for fixed annual cash retainer, committee chair retainer and Lead Independent Director retainer paid under the nonmanagement director compensation program. Mr. Erter received a pro-rated payout of his fixed annual cash retainer due to joining the Board on June 3, 2024. Ms. Nelson received a pro-rated payout of her fixed annual cash retainer due to retiring from the Board on September 30, 2024. Reflects the fair value of RSU awards granted to nonmanagement directors in 2024, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“Topic 718”). All continuing nonmanagement directors received an annual award of 2,378 RSUs, using the closing price of Ball’s common stock April 24, 2024, at $65.19 per unit, resulting in a total award value of $155,022 for each director. Mr. Erter received a one-time grant of 2,154 RSUs upon joining the Board, using the closing price of the Corporation’s common stock on June 3, 2024, at $69.66 per unit, resulting in a total award value of $150,048. (3) Values represent the annual incentive cash retainer for 2024, based on a performance factor of 200% applied to the $15,000 target for all nonmanagement directors. Mr. Erter received a pro-rated payout reflecting his appointment to the Board on June 3, 2024. (4) Values represent the amount of above-market interest earned under Ball’s Deferred Compensation Plans, described under “Non-Qualified Deferred Compensation”. (5) Values include the 20% company match, up to a maximum of $20,000 annually, available under the 2017 Deferred Compensation Company Stock Plan for Directors as described under “Non-Qualified Deferred Compensation” for Mr. Cave, Ms. Ives, Ms. Nelson, Mr. Penegor, Ms. Ross, Ms. Sapp and Mr. Taylor. Values also include Company matching charitable donations under the Matching Gifts Program for Directors for Mr. Penegor, Ms. Ross, and Ms. Sapp. Values also include the incremental cost for the personal use of the corporate aircraft for Ms. Nelson. (6) The incremental costs of the personal use of our corporate aircraft are determined based on the variable operating costs to the Corporation, including aircraft operating costs, supplies, jet fuel and ancillary costs. Because virtually all aircraft usage is for business travel, this methodology excludes fixed costs that do not change based on usage.

  40. ■Stuart A. Taylor

    | Name | Aggregate Number of Outstanding Stock Awards as of December 31, 2024 | | John A. Bryant | 13,634 | | Michael J. Cave | 36,198 | | Aaron Erter(1) | 2,154 | | Dune E. Ives | 4,061 | | Pedro H. Mariani | 64,206 | | Cynthia A. Niekamp | 29,522 | | Todd A. Penegor | 9,671 | | Cathy D. Ross | 17,387 | | Betty J. Sapp | 10,535 | | Stuart A. Taylor II | 181,034 |

  41. ■Stuart A. Taylor

    Aaron Erter joined the Board on June 3, 2024.

  42. ■Stuart A. Taylor

    | NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES |

  43. ■Stuart A. Taylor

    All nonmanagement directors are in compliance with our stock ownership guidelines. Each director is required to own Ball common stock valued at five times the total amount of their fixed annual cash retainer and target annual incentive cash retainer and has five years from the date of their election to meet this requirement. As of February 20, 2025, Ms. Ives, who joined the Board in October 2021, and Mr. Erter, who joined the Board in June 2024 are in the process of attaining the required shares within the prescribed timeframe.

  44. ■Stuart A. Taylor

    | TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS |

  45. ■Stuart A. Taylor

    We have adopted a policy 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. 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 Ball undertaken or contemplated by such officer or director, by any beneficial owner of 5% or more of Ball’s voting securities or by any immediate family member. The Chairman of the Board will refer any such transaction to the Chief Legal Officer for review and recommendation. Then the matter will be brought 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 part of the Executive Officers and Directors Business Ethics Statement. The written form of the policy can be found at www.ball.com/investors under “Corporate Governance.” Any contractual or other relationships between Ball and other companies on whose boards our directors serve are arm’s length. Trista L. Fisher, vice president, global business services, is the spouse of Daniel W. Fisher and in 2024 she earned approximately $610,000 in total compensation from Ball, inclusive of base salary, annual bonus payment and value of granted annual equity and incentive awards. In September and November 2024, the Company entered into two statements of work for consulting services to be provided by G2M Insights pursuant to a Master Services Agreement entered into on April 6, 2020. The total estimated cost of the consulting services to be provided under the statements of work was $2,726,400, of which $453,683.87 was paid on or before December 31, 2024. At the time, Jason Pitre, the spouse of Kathleen Pitre, senior vice president and president of Beverage Packaging, North and Central America, was an independent contractor at G2M Insights. Mr. Pitre’s work with G2M Insights began in January 2024 providing services that were unrelated to the services provided to the Company and he was not involved in the engagement or delivery of services to the Company.

  46. ■Stuart A. Taylor

    | COMPENSATION DISCUSSION AND ANALYSIS |

  47. ■Stuart A. Taylor

    CD&A TABLE OF CONTENTS

  48. ■Stuart A. Taylor

    | 27 | COMPENSATION DISCUSSION AND ANALYSIS | | 28 | Executive Summary | | 28 | Ball is Committed to Shareholder-Oriented Corporate Governance | | 29 | Our Compensation Philosophy | | 29 | Business Outcomes in 2024 | | 30 | NEO Compensation Has A Strong Pay-for- Performance Linkage | | 31 | Elements of Executive Compensation in 2024 | | 32 | Role of the Human Resources Committee and Executive Compensation Consultant | | 32 | Market Reference Points and Peer Groups | | 33 | Process for Determining Executive Compensation | | 34 | Specifics Related to 2024 Executive Compensation | | 39 | Other Equity Awards | | 41 | Other Executive Compensation Policies and Guidelines |

  49. ■Stuart A. Taylor

    | 42 | Changes to Executive Compensation for 2025 | | 44 | REPORT OF THE HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS | | 45 | COMPENSATION TABLES AND NARRATIVE | | 45 | Summary Compensation Table | | 47 | Grants of Plan-Based Awards Table | | 49 | Outstanding Equity Awards Table | | 50 | Option Exercises and Stock Vested Table | | 50 | Non-Qualified Deferred Compensation Plans Table | | 52 | Pension Benefits Table | | 54 | Other Potential Post-Employment Benefits | | 60 | CEO Pay Ratio | | 61 | Pay Versus Performance | | 64 | Equity Compensation Plan Information |

  50. ■Stuart A. Taylor

    EXECUTIVE SUMMARY This Compensation Discussion and Analysis (“CD&A”) describes Ball Corporation’s business strategy and the alignment between our business strategy, shareholder interests, and our pay-for-performance executive compensation programs. We also discuss the specific compensation paid or awarded in 2024 to our named executive officers (“NEOs”).

  51. ■Stuart A. Taylor

    | NEO | Age | Title | Years at Ball | Years in Position | | Daniel W. Fisher | 52 | Chairman & CEO | 14 | 2 (Chairman & CEO), 2 (President & CEO), 3 (President) | | Howard H. Yu | 53 | Executive Vice President, Chief Financial Officer | 2 | 2 | | Carey S. Causey | 47 | Senior Vice President, Chief Growth Officer | 11 | 1 | | Ronald J. Lewis | 58 | Senior Vice President, Chief Supply Chain and Operations Officer | 5 | 4 | | Hannah S. Lim- Johnson | 53 | Senior Vice President, Chief Legal Officer | 2 | 2 |

  52. ■Stuart A. Taylor

    Ball Is Committed to Shareholder-Oriented Corporate Governance Ball Corporation’s governance process ensures that our executive compensation program is maintained and updated to continually reflect excellence in pay-for-performance alignment. We follow a number of practices and policies to promote the continuous improvement and accountability of our executive compensation program.

  53. ■Stuart A. Taylor

    | COMPENSATION BEST PRACTICES |

  54. ■Stuart A. Taylor

    | ■ Decisions are made by the HR Committee of the Board of Directors, which is composed entirely of independent directors; | | ■ An independent executive compensation consultant is engaged by and reports directly to the HR Committee; | | ■ The HR Committee reviews total compensation using tally sheets; | | ■ Compensation levels and incentive design practices are benchmarked against industry peers; | | ■ Dividend equivalents for stock awards accrue during the vesting or performance period are paid only if the associated vesting terms or performance measures are achieved; | | ■ Nominal perquisites are not grossed-up for taxes; | | ■ We regularly assess the relationship between risk and our compensation programs; | | ■ Our executives are subject to rigorous stock ownership guidelines; | | ■ Our executives are prohibited from hedging or pledging their Ball Corporation stock; | | ■ Cash incentive and stock compensation (including service-based and performance-based) to any executive officer (current or former) or executive at the level of vice president or above is subject to a robust recoupment (“clawback”) policy, including a shareholder-approved clawback provision; and | | ■ Change-in-control agreements have multiples that do not exceed two times pay and require a termination of employment following a change in control (“double trigger”) before severance benefits are due. Excise tax gross-ups have been eliminated for any change-in-control agreements entered into after January 1, 2010 and do not apply to any currently employed executive officer. |

  55. ■Stuart A. Taylor

    | Compensation | Compensation Element | Purpose | Performance Measure(s) | Alignment with our Compensation Philosophy | ► Page | | SHORT-TERM ANNUAL CASH COMPENSATION | Annual Base Salary | Fixed element of pay based on an individual’s primary duties and responsibilities | Market competitive position-based pay reflecting skills, experience and performance | Competitive compensation element required to recruit and retain top executive talent | 34 | | | Economic Value Added (“EVA®”) Annual Incentive Plan | Designed to reward achievement of specified annual corporate financial goals and individual goals | 80% weighting: Absolute EVA® dollars generated (net operating profit after-tax, less a cost of capital charge) 20% weighting: Individual Performance Objectives (IPOs) | Incentive linked to Ball’s actual economic value generated and key strategic priorities for each NEO Demonstrates pay for performance, drives shareholder value and a continued focus on strategic priorities as well as functional and regional objectives | 35 | | LONG-TERM INCENTIVES (CASH) | Long-Term Cash Incentive Compensation (“LTCIC”) | Designed to promote long-term creation of shareholder value in relative and absolute terms | 50% weighting of: ■ ROAIC ■ Relative TSR vs. S&P 500 subset | Incentive linked to returns demonstrates pay for performance | 38 | | LONG-TERM INCENTIVES (EQUITY) | Stock Options | Designed to promote stock ownership and long-term performance | Stock price appreciation | Ties to our management- as-owners philosophy and rewards performance contributing to shareholder value through absolute stock price growth | 38 | | | Performance Contingent Restricted Stock Units (“PC-RSUs”) | Designed to promote stock ownership through the achievement of absolute EVA® dollar growth over a 3-year period | Absolute EVA® dollars generated versus 0%, 4% and 8% compound annual growth rates | Ties to our management- as-owners philosophy and rewards performance contributing to absolute EVA® dollar growth | 38 | | OTHER ONE-TIME INCENTIVES | One-time Restricted Stock Units (“RSUs”) | Designed to promote stock ownership, provide a recruitment or retention incentive where appropriate and incentivize the creation of shareholder value | Value based on stock price | Granted from time-to- time and tied to our management-as-owners philosophy, generally in connection with the promotion or recruitment of individuals to facilitate ownership and retention | 39 | | | Deposit Share Program (“DSP”) | Designed to promote financial investment in Ball, promote stock ownership and incentivize the creation of shareholder value | Value based on stock price | Granted from time-to- time and tied to our management-as-owners philosophy, offering RSUs in exchange for the recipient voluntarily and newly investing in and holding shares of Ball stock | 40 |

  56. ■Stuart A. Taylor

    ROLE OF THE HUMAN RESOURCES COMMITTEE AND EXECUTIVE COMPENSATION CONSULTANT The HR Committee oversees the design of the executive compensation program and determines the compensation of our executive officers. The HR Committee is composed solely of nonmanagement directors, all of whom are independent. The Chair of the HR Committee, Georgia Nelson, retired from the Ball Board effective September 30, 2024 and existing Board member Todd Penegor was appointed as HR Committee Chair effective October 1, 2024. The HR Committee retained Farient Advisors LLC (“Farient”), an independent compensation consultant (the “Consultant”), throughout 2024 to provide advice on best practices and market developments, as well as to give independent advice to the Committee. The Consultant reports directly to the HR Committee and performs no additional services on behalf of the company. The HR Committee assessed and confirmed the Consultant’s independence in 2024 and determined that no conflict of interest exists with the work the Consultant performs for the HR Committee. The Consultant develops recommendations for the HR Committee related to all aspects of the executive compensation program and works with management to obtain information necessary to develop those recommendations. MARKET REFERENCE POINTS AND PEER GROUPS We use two primary market reference points to benchmark our executive compensation to the competitive market, referred to as “Peer Group” and “General Industry.” This two-pronged approach provides a spectrum of relevant information on executive compensation levels, practices and trends in the marketplace. The HR Committee does not target pay to a specific market benchmark but rather considers the range of market data available — along with tenure, company performance and individual performance — when setting pay for the NEOs. The “Peer Group” is composed of companies within the containers and packaging, food and beverage, household durable and nondurable goods, and manufacturing industries. The HR Committee reviews this market data when setting compensation for the CEO and CFO because it is a transparent reference point for assessing pay levels among similarly situated CEOs and CFOs. In addition to pay levels, the HR Committee reviews executive tenure and performance data across the Peer Group when determining target pay levels. Compensation data for the Peer Group are collected from publicly available SEC filings. “General Industry” market data reflects the broad talent market in which we compete and informs compensation decisions regarding all of our NEOs. The critical skills required by our management team have historically been found both inside and outside industries that are considered for our “Peer Group.” Therefore, the HR Committee believes it is appropriate to focus on General Industry market levels as the primary market reference point for evaluating the overall competitiveness of our executive compensation program. This data is size-adjusted to ensure that market levels are 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 for 2024, Farient Advisers sourced objective, financial and industry criteria, and also used qualitative criteria regarding the nature of our business operations. Specifically, they used the following principles and criteria in identifying the Peer Group companies used in making pay decisions for 2024:

  57. ■Stuart A. Taylor

    Following a review in the third quarter of 2023, the HR Committee approved adjustments to the Peer Group for 2024 to create better alignment and adherence to the criteria listed above and to take into consideration a market cap-to-revenue ratio. The 2024 Peer Group, which was used to inform decisions in setting 2024 target pay for NEOs, consists of the following companies:

  58. ■Stuart A. Taylor

    (1) Graphic Packaging International and Silgan Holdings Inc. were newly added peers for 2024. (2) Eaton Corporation plc was removed from the peer group for 2024. Farient Advisers conducted a review of the 2024 Peer Group in the second quarter of 2024 to determine whether any adjustments may be required due to various factors, including changes to Ball’s strategy and the sale of Aerospace. As a result of this review, it was concluded that no changes were required to the Peer Group. Consequently, the same Peer Group was used to inform decisions about 2025 target pay for NEOs. PROCESS FOR DETERMINING EXECUTIVE COMPENSATION The HR Committee reviews and adjusts executive target total compensation levels, including long-term incentive levels, in January of each year. We begin the annual process by reviewing each executive officer’s target total compensation in relation to the 50th percentile of the General Industry and/or Peer Group. The Consultant, in collaboration with our Total Rewards Department, gathers this data, presents it to management and the HR Committee in detailed reports providing a comparative analysis of our executive officer compensation to the market data. Additionally, the Consultant creates a tally sheet for each executive, outlining the executive’s total target and actual pay history, as well as total proposed pay for the coming year, including equity pay under different performance scenarios. The HR Committee uses the tally sheets to analyze and determine executive officer pay recommendations and to understand each executive’s potential realizable compensation. The Consultant also prepares for the HR Committee an independent review and recommendation regarding the CEO’s compensation. In its deliberations, the HR Committee meets with the CEO and other members of senior management, as appropriate, to discuss the application of the competitive benchmarking (pay and performance) relative to Ball’s unique structure and needs. The HR Committee sets the CEO’s target total compensation package during an executive session without the CEO present. This is based on the HR Committee’s review of the Consultant’s recommendation, peer and competitive information, an assessment of the CEO’s relative tenure and individual performance, Ball’s financial and operating performance, and appropriate business judgment. The CEO makes a recommendation for the target total compensation of other executive officers, including the other NEOs after reviewing each executive’s and the organization’s business performance and the executive’s responsibilities and experience relative to the competitive market information prepared by the Consultant. The HR Committee uses its business judgement to establish the compensation packages for the other executive officers considering the CEO’s recommendations and each executive officer’s individual job responsibilities, experience and overall performance. The company’s pay philosophy is to pay at or around the median of the market for each role. However, the HR Committee may set a particular executive’s target compensation higher or lower than the 50th percentile when circumstances warrant. For example, when reviewing compensation due to a promotion, an individual may be placed below the 50th percentile for the new role and then adjusted closer to the market median over time, in order to ensure the individual is successfully performing and growing into the new role. Similarly, a long-tenured, experienced and high-performing individual may be placed above median. The HR Committee may adjust an executive’s compensation level during the year as a result of a promotion. Such adjustments take into consideration competitive market data and recommendations from the Consultant and the CEO, as well as the additional responsibilities and overall experience and performance of the executive. SPECIFICS RELATED TO 2024 EXECUTIVE COMPENSATION When making target total compensation decisions for NEOs in January 2024, the HR Committee took into account the operating and financial performance in 2023, which resulted in a one-year total return to shareholders of 14.1%, based on stock price appreciation plus reinvested dividends, which was above the 7.6% return of the Dow Jones Containers and Packaging index and below the 26.3% return of the S&P 500. In 2023 Ball also generated $141 million EVA® dollars (above the minimum 9% after-tax hurdle rate). The Committee took very seriously the business challenges encountered in 2023, and the resulting share price performance, while also recognizing that all of the NEOs contributed to the company’s initiatives in 2023, including: ■ balancing supply/demand through closing high-cost manufacturing plants in favor of new high efficiency state-of-the-art facilities, to drive improved financial results and long-term capital efficiency; ■ constructing two new beverage can facilities in EMEA to serve long-term volume growth; ■ entering into an agreement to sell our Aerospace business which resulted in receipt of approximately $5.6 billion of proceeds, allowing for significant deleveraging, reduction in invested capital and return of value to shareholders; ■ expanding our global aluminum aerosol and reclosable bottle portfolio to provide personal care and refillable packaging solutions, resulting in 8% volume growth; ■ expanding our development programs throughout the business, from increasing our investment in production management roles through to enhancing our management development curriculum; ■ continuing our work on ambitious 2030 ESG and sustainability goals, including making progress on workplace inclusion, global recycling goals and publishing our Climate Transition Plan to provide key scenarios related to our aspiration to achieve net zero greenhouse gas emissions before 2050; ■ supporting our global communities where we live and operate with employees supporting 2,800 nonprofit organizations across 30 countries and contributing 30,000 volunteer hours; and ■ joining the World Economic Forum’s First Movers Coalition to lead collaboration across the aluminum industry to prioritize circularity and decarbonize the industry, achieving Aluminum Stewardship Initiative, ASI certification across our global footprint, remaining on the 2023 Dow Jones Sustainability Index, North America, receiving an A- in the CDP’s climate change questionnaire in 2023. 2024 Base Salary Base salary levels are set based on factors such as job responsibilities, the Committee’s and the CEO’s subjective judgment of performance and contribution to overall business performance, tenure and experience level, internal base pay increase budgets by country, external market base salary movement, and market competitiveness as compared to 50th percentile data. The HR Committee reviewed base salary levels during the annual executive compensation review described in the previous section, and approved salary increases for all NEOs, with the exception of the CEO, in late January 2024, with changes effective from January 1, 2024.

  59. ■Stuart A. Taylor

    2024 Annual Incentive The 2024 annual pay-for-performance incentive was designed to encourage and reward the NEOs for making decisions that improve performance as measured by EVA®. The focus on EVA® has supported sustained shareholder value creation by requiring the business to earn returns that exceed its cost of capital. EVA® has been the single measure for our Annual Incentive for over three decades and it has aligned management’s reward with share price growth and shareholder returns. We continue to focus on ways to drive a shareholder mindset and returns focused thinking throughout the organization. EVA® is calculated by subtracting a charge for the use of invested capital from net operating profit after-tax as illustrated below:

  60. ■Stuart A. Taylor

    Generating profits in excess of both operating and capital costs (debt and equity) creates EVA® dollars. If EVA® improves, by definition, shareholder value has been created. For the 2024 Annual Incentive, the EVA® component for all NEOs (which accounted for 80% of the total opportunity) was based on Ball’s consolidated EVA® performance, eliminating individual region and operating unit performance factors, simplifying the design and ensuring focus on enterprise-wide results. To ensure focus on critical functional and regional priorities, the remaining 20% related to Individual Performance Objectives. These reflected key leadership and strategic goals for each NEO and were approved by the HR Committee. The overall opportunity was capped at 200% of target and we further simplified the design by removing the banking facility. Our estimated weighted average cost of capital (“WACC”) is approximately 7%. However, when determining EVA® dollars generated for purposes of calculating incentive compensation, we use a formula that applies a minimum hurdle rate of 9% after-tax. As shown below, setting the hurdle rate above the WACC ensures that shareholders benefit before the incentive plans begin to reward our employees. In some cases, such as when we calculate EVA® dollars generated for higher-risk regions, emerging markets, or new technologies, we require hurdle rates higher than 9% after-tax. 2024 Annual Incentive Performance Targets The annual incentive plan design requires continuous improvement to achieve payouts at or above target over time. Targets are established annually for Ball based on prior performance, and we have followed an approach to goal-setting that is consistent, objective, formulaic, and continuously focuses on EVA® dollar growth. This process requires consistent incremental value creation, and allows for direct employee engagement in achieving desired results that are aligned with shareholder interests. EVA® financial performance relative to the established EVA® target for Ball determines the amount, if any, of an NEO’s award under the Annual Incentive. For 2024, as in prior years, the EVA® target was calculated as follows:

  61. ■Stuart A. Taylor

    | | Target Annual Incentive | | | NEO | % of Base | $ Value | | Daniel W. Fisher | 145% | $1,812,500 | | Howard H. Yu | 90% | $655,200 | | Carey S. Causey | 90% | $531,000 | | Ronald J. Lewis | 100% | $791,918 | | Hannah S. Lim-Johnson | 80% | $457,600 |

  62. ■Stuart A. Taylor

    Annual Incentive Payouts for 2024 Annual incentive payments for the NEOs each year can range from 0% to 200% of the target incentive opportunity based on corporate EVA® performance (80%) and Individual Performance Objectives (IPOs) (20%). Effective January 1, 2024, the company removed the banking feature to simplify our annual incentive program.

  63. EVA® outcome

    | Performance Measure | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | Actual | | EVA® | $(76.5m) | $153.5m | $268.5m | $365.6m |

  64. People, Culture and Leadership

    | NEO | Overall Payout amt (USD) | Overall Payout % (of target) | | Daniel W. Fisher | $3,335,000 | 184% | | Howard H. Yu | $1,179,360 | 180% | | Carey S. Causey | $977,040 | 184% | | Ronald J. Lewis | $1,488,807 | 188% | | Hannah S Lim-Johnson | $814,528 | 178% |

  65. People, Culture and Leadership

    Certain U.S. based executives, including the NEOs, may elect to defer the payment of all or a portion of their annual incentive compensation into the 2005 Deferred Compensation Plan (cash plan) and/or the 2005 Deferred Compensation Company Stock Plan (stock plan), as described under “Non-Qualified Deferred Compensation.” 2024 Long-Term Incentives Long-term incentive (“LTI”) compensation is designed to promote the achievement of Ball’s longer-term financial performance goals and enhanced Total Shareholder Return (“TSR”), and has been provided through a combination of equity and cash awards, with the 2024 LTI award mix approved by the HR Committee as follows (no change from 2023): ■ 20% Long-Term Cash Incentive Compensation (“LTCIC”); ■ 40% Stock Options; and 40% Performance Contingent Restricted Stock units (“PC-RSUs”). 2024 Long-Term Target Awards The HR Committee sets the total target amount of LTI, based on the grant date expected value, after considering individual roles and responsibilities, individual performance, internal pay equity, financial and operating performance, and market competitiveness as compared to the 50th percentile of market data. The HR Committee approved the following target awards for the 2024 grants:

  66. People, Culture and Leadership

    | | | Mix of Long-Term Incentive Vehicles | | | | NEO* | Total Target LTI Value ($) | LTCIC | Stock Options | PC-RSUs | | Daniel W. Fisher | $8,037,500 | $1,607,500 | $3,215,000 | $3,215,000 | | Howard H. Yu | $1,820,000 | $364,000 | $728,000 | $728,000 | | Carey S. Causey | $1,180,000 | $236,000 | $472,000 | $472,000 | | Ronald J. Lewis | $1,700,000 | $340,000 | $680,000 | $680,000 | | Hannah S. Lim-Johnson | $950,000 | $190,000 | $380,000 | $380,000 |

  67. People, Culture and Leadership

    As described below, LTI awards provide value only if Ball achieves positive stock price appreciation (stock options) and/or strong financial performance against the performance metrics (LTCIC and PC-RSUs). Performance for the LTCIC and the PC-RSUs is measured over a three-year performance period. Since awards are made annually, results for any year are considered in each of three overlapping performance periods. Long-Term Performance-Based Cash Awards The 2024 LTCIC award is intended to focus executives on the achievement of three-year performance goals which will enhance shareholder value. The two performance metrics are relative TSR and Return on Average Invested Capital (“ROAIC”), weighted equally. Relative TSR metric — The performance measure for half of the LTCIC award is our three-year TSR measured against the TSRs of a subset of companies in the S&P 500 (excluding companies that are classified as being part of the Financial or Utilities industry sectors or the Transportation industry group and companies added to the S&P 500 during the performance period). TSR is measured by comparing our average daily closing price and dividends in the third year of the performance period with the average daily closing price and dividends for the year prior to the start of the performance period. The target performance requirement for the TSR measure is the 50th percentile of the S&P 500 subset described above.

  68. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year period. ROAIC is calculated by dividing the average of Ball’s net operating profit after-tax over the relevant performance period by average invested capital over such period. The threshold performance requirement of 7% and the target performance requirement of 9% are both greater than our estimated weighted average cost of capital. As a result, management is not rewarded until shareholder value has been created. Performance Targets — The target, threshold and maximum performance requirements for the two metrics for the awards granted in 2024 were as follows:

  69. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Performance Measure | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | | TSR | 37.5th percentile | 50th percentile | 75th percentile | | ROAIC (after tax) | 7% | 9% | 11% |

  70. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    Performance between threshold and target or target and maximum for either metric is interpolated on a straight-line basis to determine the payout factor. An executive’s award for any given performance period is calculated as follows:

  71. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | LTCIC Payment | = | Fixed Target Dollar Amount | times | ⎛ ⎜ ⎜ ⎜ ⎝ | ⎛ ⎜ ⎜ ⎝ | 50% x TSR Payout Factor | ⎞ ⎟ ⎟ ⎠ | plus | ⎛ ⎜ ⎜ ⎝ | 50% x ROAIC Payout Factor | ⎞ ⎟ ⎟ ⎠ | ⎞ ⎟ ⎟ ⎟ ⎠ |

  72. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    Long-Term Equity-Based Awards Our equity awards are tied to the price of Ball Corporation common stock. Annual equity awards associated with target total compensation are typically granted in January or February. Equity awards may be granted at other times as part of an executive’s promotion, to recognize extraordinary performance, or for retention purposes. In addition, newly hired executives may receive equity awards when they join Ball. In early 2024, the HR Committee approved the award of stock options and PC-RSUs to the NEOs and executive officers. All equity awards are made under the Amended and Restated 2013 Stock and Cash Incentive Plan. ■ Stock Options: Stock options are granted to reward executives for the creation of shareholder value, as options will only provide value to executives if the price of our stock increases from the grant date of the options. Stock options generally vest at 25% on each of the first four anniversaries of the grant date and expire ten years after the grant date. The grant value of each stock option is based on the Black-Scholes value of our common stock on the date of grant. Performance-Contingent RSUs: PC-RSUs are granted to promote share ownership through the achievement of defined multi-year performance goals that enhance shareholder value. The performance measure is a future target value of our absolute corporate consolidated EVA® dollars generated in the third year of the performance period. The calculation of the target value begins with the actual consolidated EVA® dollars generated, in excess of the 9% after tax hurdle rate, in the year prior to the start of the performance period. That amount is then increased by a compound annual growth rate of 4% over the three-year period. The threshold performance level before any award will vest is absolute EVA® dollars achieved as of the year prior to the start of the performance period. In this case, even though we would have continued to generate positive EVA® and contributed to ongoing shareholder returns, the lack of EVA® dollar growth over the performance period results in a zero payout. The maximum performance level is only achieved if we generate absolute EVA® dollars in the third year of the performance period at, or above, a value calculated in the same manner as the target, but using an aggressive compound annual growth rate of 8% over the three-year period. Performance Targets — The target, threshold and maximum performance requirements for the 2024-2026 award of PC-RSUs are as follows:

  73. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Performance Measure | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | | Target Corporate Consolidated | | | | | Absolute EVA® Dollars | $140.9 million | $158.5 million | $177.5 million |

  74. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    Performance between threshold and target or target and maximum is interpolated on a straight-line basis to determine the payout factor. Recently Concluded Awards 2022-2024 LTCIC — Performance against the targets is summarized below.

  75. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Performance Measure | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | Actual | Payout | | TSR | 37.5th percentile | 50th percentile | 75th percentile | 13.8th percentile | 0% | | ROAIC (after tax) | 7% | 9% | 11% | 11.1% | 200% | | Overall payout% | | | | | 100% |

  76. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Performance Measure | Threshold 0% | Target 100% | Maximum 200% | Actual | Payout % | | EVA $ | 289.8m | 326.0m | 365.1m | 365.6m | 200% |

  77. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    As a result, 2022-2024 PC-RSUs vested at 200% of target for Daniel W. Fisher, Carey S. Causey and Ronald J. Lewis. OTHER EQUITY AWARDS Restricted Stock or RSUs The HR Committee or CEO may grant restricted stock or RSUs which are generally provided in limited circumstances such as to newly promoted or newly hired employees. As permitted by the Amended and Restated 2013 Stock and Cash Incentive Plan, the HR Committee delegated to the CEO the authority to grant up to a maximum of 10,000 restricted shares or RSUs in a calendar year to any one individual who is not an officer. Any such grant is ratified by the HR Committee at its first meeting following the grant. Any such grants made in 2024 which were specified as a percentage of salary were typically converted to a number of Ball units based on the closing stock price on the day of the grant, however they may be calculated using the closing stock price on a specific day in the future as defined by the HR Committee or the CEO. Restricted stock awards and RSUs generally vest in specified increments on successive anniversaries of the grant date. These grants serve as a long-term incentive element, promote share ownership, and may provide an executive retention incentive. The HR Committee approved a performance based RSU award to be granted to Mr. Lewis in January 2024. This award related to his new position of Chief Operations & Supply Chain Officer and was in recognition of the critical nature of his role, the skillset required to drive the transformation effort and deliver significant cost savings and reflected that there were no other compensation changes associated with him taking on this role (other than regular 2024 base pay increase). The target value of the award was $750,000 (1x base) and the award vests on the second anniversary of grant subject to performance metrics tied to the level of achieved run rate cost reduction by the end of 2025. The details of these RSUs are reported in the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table.” Deposit Share Program This program has been in existence for many years, offered from time to time, and is used to further drive an ownership culture, especially among new leaders who may have little-to-no Ball stock ownership, and to further align our leadership focus with shareholder interests. When offered, this program is only available to a participant who voluntarily acquires new shares of Ball common stock. Under the Deposit Share Program (“DSP”), for every common share of stock a participant acquires (during the specified acquisition period) and subsequently holds (for the minimum holding period outlined below) the participant receives one matching RSU. New shares may be attained in the open market, through the exercise of stock options, or, if eligible, deferral of annual incentive compensation to the Deferred Compensation Company Stock Plan. The DSP match is available up to a maximum number of shares pre-established by the HR Committee for each individual. RSUs granted pursuant to the DSP are made on the 15th day of the last month of a calendar quarter after a participant submits adequate documentation detailing the acquisition of the newly acquired shares. Matching RSUs vest on one of two schedules. For a participant who has not met applicable stock ownership guidelines (a value equal to a multiple of base pay as outlined in the Stock Ownership Guidelines section of this CD&A), matching RSUs will cliff vest four years from the grant date as long as the participant continues to hold the associated newly-acquired shares during that complete four year period. If the participant meets their applicable stock ownership guideline by the second anniversary of the grant date and maintains those ownership guidelines on each subsequent anniversary throughout, the matching RSUs will vest at the rate of 30% at the end of the second and third years and 40% at the end of the fourth year. As in 2023, no new opportunities were offered to the NEOs under the DSP in 2024. Retirement and Deferred Compensation Benefits We strive for overall benefits to be competitive with the market. All NEOs participate in the same benefit plans and on the same terms as provided to all other U.S. salaried employees. We sponsor a qualified defined benefit pension plan (the “Ball Pension Plan”) in the U.S. which covers all U.S. salaried employees, including the NEOs, who were employed prior to January 1, 2022. The Ball Pension Plan was closed to new participants on January 1, 2022, and employees hired, or rehired, on or after this date are not eligible for the plan, and may be eligible to receive an annual company contribution to the 401(k) savings plan. The benefit provided under the Ball Pension Plan is an accumulated annual credit based on base salary, the Social Security Wage Base and a multiplier that varies with length of service. Certain executives, including the NEOs, may also receive benefits under the non-qualified Supplemental Employee Retirement Plan (“SERP”), which replaces benefits that would have been available in the qualified pension plan but for the limits on covered compensation set by the Internal Revenue Code of 1986, as amended. The SERP is designed to provide retirement benefits calculated on base salary that exceeds the maximum amount of pay that can be included in the pension calculation under a qualified pension plan. The SERP was also closed to new participants on January 1, 2022, and executives hired, or rehired (or who otherwise would have been eligible based on meeting the compensation requirement), on or after this date are not eligible for this plan, and may be eligible to receive an annual company contribution under the deferred compensation program. Further information regarding the pension plans and the SERP appears in the “Pension Benefits Table”. Our U.S. pension plans and SERP provide pension benefits based on base salary only. Incentive compensation is not included in the pension calculation. Our 401(k) savings plan is a tax-qualified defined contribution plan that allows U.S. salaried employees, including the NEOs, to contribute to the plan 1% to 55% of their base salary up to IRS-determined limits on either a before-tax or after-tax (Roth) basis. Ball matches 100% of the first 3% of base salary contributed, and 50% of the next 2% of base salary contributed, up to a maximum match of 4% of base salary contributed. Employees not eligible for the Ball Pension Plan may be eligible for an annual company contribution equal to 5% of their eligible compensation. Additionally, we offer a non-qualified deferred compensation program to certain U.S. employees, including the NEOs, which provides for eligible participants to save amounts above qualified plan limits for retirement and other financial objectives. Under the terms of the deferred compensation program, participants are eligible to defer their annual incentive compensation, certain RSU awards or both. When amounts are deferred, participants become general unsecured creditors of the company and deferred amounts become subject to claims on the same basis as other general unsecured creditors. See “NON-QUALIFIED DEFERRED COMPENSATION PLANS TABLE” on page 50 for a more detailed description of our deferred compensation plans. OTHER EXECUTIVE COMPENSATION POLICIES AND GUIDELINES Risk Assessment The HR Committee frequently reviews the relationship between risk and reward in our compensation programs through both recurring in-depth reviews and the ongoing review of any program changes as they occur. At this time, the HR Committee does not believe Ball’s compensation programs encourage excessive or inappropriate risk. Our internal assessment of risk confirms that our compensation arrangements are performance driven and have strong governance and control mechanisms.

  78. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    The further design changes for 2025 ensure that our incentives are aligned to our strategy of simplifying sustainability for our customers by delivering scalable aluminum packaging solutions and to our ambition of achieving a $30 billion market capitalization by 2030. EVA® served us well as our key incentive metric in the past and will continue to play a role going forward. However, from 2025 we will use a broader set of incentive measures to support our new strategy. The new measures will provide focus on volume growth, operating cash flow efficiency, EPS and EVA® growth and TSR performance relative to the S&P 500. We will also introduce Greenhouse Gas reduction and Safety measures into our incentives for the first time, reflecting their importance to Ball, its customers and other stakeholders, and reinforcing the pathway to our published long-term sustainability goals. These measures will cascade to all employees who participate in the Short-Term and Long-Term incentive plans. We regard this as key to advancing our business and strengthening our One Ball winning culture, while also providing more accountability throughout the organization. For 2025, we will replace EVA® in our Short-Term Incentive Plan with Operating Cash Flow (60% weighting) and Sales Unit Volume Growth (20% weighting), with the remaining 20% continuing to be based on key individual strategic goals for each ELT member, as in 2024. The core measures for the Performance Stock Units (PSUs) granted in 2025 are EVA® and Earnings Per Share, equally weighted and measured over a three-year performance period, with two modifier measures: relative Total Shareholder Return (rTSR), using the S&P 500 as the comparator group, and a Sustainability Scorecard, which has key indicators for Greenhouse Gas emission reductions (scope 1, 2 and 3) and Safety (Total Recordable Incident Rate reductions). The Sustainability Scorecard will be subject to a qualitative assessment by the HR Committee at the end of the three-year performance period. The targets for the new performance measures in the STI and PSU awards for 2025 are approved by the HR Committee close to the start of the performance period. In place of automated target setting which we have used in the past, we are moving to a new methodology to set targets. For the core financial metrics in our STI (Operating Cash Flow and Sales Unit Volume Growth) and PSU (EVA® and EPS) from 2025 onwards, the HR Committee will set targets each year based on a range of relevant considerations (for example AOP, 3-year forecasts for Ball and its competitors, probability calculations and other analysis) to ensure that the targets reflect are achievable and motivational and suitably stretching at the maximum payout level. Finally, all Long-Term incentive (LTI) awards granted from 2025 onwards will be stock based as we have replaced the Long-Term Cash Incentive Compensation plan with Restricted Stock Units (RSUs), thereby creating greater alignment with shareholders. We will retain PSUs and stock options in the LTI program, with the following weightings for the Executive Leadership Team in 2025: PSUs (50%), RSUs (25%) and options (25%). RSUs will have a 3-year vesting period and options will vest as they do currently which is one-quarter on each of the first four anniversaries of grant.

  79. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    SUMMARY COMPENSATION TABLE The “Summary Compensation Table” represents all fiscal year 2024 elements of compensation for Ball’s NEOs including: ■ Base salary earned ■ Awards earned under the Annual EVA® Incentive Compensation Plan for 2024 performance ■ Awards earned under the LTCIC for the three-year performance period ended in 2024 ■ Fair value of PC-RSU and/or other RSU awards granted in 2024, calculated in accordance with Topic 718 ■ Fair value of Stock Options awards granted in 2024, calculated in accordance with Topic 718 The 2024 payout factors used to determine the amounts earned for the Annual EVA® Incentive Compensation Plan and LTCIC for the NEOs are provided under “Recently Concluded Awards” in this CD&A. In addition to these elements of compensation, the table also presents the change in 2024 in the value of pensions payable at age 65 for the NEOs as well as above-market earnings associated with non-qualified deferred compensation. Interest rates for certain of our predecessor deferred compensation plans vary; some provide for an interest rate that is equal to the Moody’s Seasoned Corporate Bond Index (“Moody’s”); some provide for an interest rate that is 5 percentage points higher than Moody’s; and one provides for a fixed interest rate equal to 9%. No additional deferrals are permitted into these plans. Any earnings credited to accounts within plans that provide the Moody’s rate plus 5 percentage points or the 9% fixed interest that is in excess of above-market earnings that would have been credited at a rate that is 120% of the applicable federal long-term rate have been classified as above-market earnings on deferred compensation. The “All Other Compensation” column represents the sum of the values of a variety of standard executive programs, including but not limited to: ■ Perquisites and other personal benefits ■ Company contributions to defined contribution plans or deferred compensation plans ■ Company-paid insurance premiums ■ Company match of securities purchases pursuant to Ball’s broad-based Employee Stock Purchase Plan (“ESPP”) ■ Amounts related to the company’s expatriate assignment and relocation programs The individual values are disclosed in the “All Other Compensation Table” that follows the “Summary Compensation Table.” Details regarding post-employment compensation are discussed under “Other Potential Post-Employment Benefits.”

  80. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Name & Principal Position | Year | Salary ($)(7) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Daniel W. Fisher Chairman and Chief Executive Officer | 2024 | $1,250,000 | $0 | $3,214,983 | $3,215,001 | $4,432,000 | $111,795 | $105,558 | $12,329,337 | | | 2023 | $1,249,038 | $0 | $2,900,025 | $2,899,992 | $2,050,485 | $174,155 | $44,861 | $9,318,556 | | | 2022 | $1,086,231 | $0 | $3,019,438 | $2,193,986 | $493,700 | $0 | $46,026 | $6,839,380 | | Howard H. Yu(6) Chief Financial Officer | 2024 | $727,462 | $300,000 | $727,986 | $727,997 | $1,179,360 | $0 | $51,309 | $3,714,114 | | | 2023 | $175,000 | $700,000 | $2,682,929 | $0 | $153,632 | $0 | $698,748 | $4,410,309 | | | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Ronald J. Lewis Chief Supply Chain & Operations Officer | 2024 | $791,193 | $0 | $1,430,049 | $680,001 | $1,818,807 | $97,650 | $39,297 | $4,856,997 | | | 2023 | $753,650 | $0 | $660,026 | $659,999 | $737,389 | $106,018 | $104,299 | $3,021,381 | | | 2022 | $724,715 | $0 | $660,010 | $660,000 | $221,756 | $38,826 | $1,132,218 | $3,437,526 | | Carey S. Causey(6) Chief Growth Officer | 2024 | $586,849 | $0 | $471,990 | $472,007 | $1,059,040 | $31,599 | $467,242 | $3,088,727 | | | 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Hannah S. Lim-Johnson(6) Chief Legal Officer | 2024 | $571,577 | $150,000 | $380,028 | $380,000 | $814,528 | $0 | $170,488 | $2,466,621 | | | 2023 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | | 2022 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |

  81. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    (1) Reflects the fair value of PC-RSU awards granted for each reported year, calculated in accordance with Topic 718 assuming the probable outcome. The assumptions used in the calculation of these amounts are included in the company’s Annual Report on Form 10-K in Notes 1 and 19 to the Consolidated Financial Statements for fiscal year ended December 31, 2024. At the maximum number, the values for 2024 PC-RSUs are: Mr. Fisher $6,429,967; Mr. Yu $1,445,972; Mr. Lewis $1,359,988; Ms. Causey $943,980; and Ms. Lim-Johnson $760,055. At the maximum number, the values for Mr. Lewis’s 2024 PB-RSUs is $1,125,082. (2) Reflects the fair value of Stock Option awards granted for each reported year, calculated in accordance with Topic 718. The assumptions used in the calculation of these amounts are included in Ball’s Annual Report on Form 10-K in Notes 1 and 19 to the Consolidated Financial Statements for fiscal year ended December 31, 2024. (3) Includes payouts from the Annual Incentive Compensation Plan and LTCIC, which were earned in 2024 and paid or deferred in 2025. The detail for each NEO is as follows: Mr. Fisher—Annual Incentive Compensation Plan $3,335,000; LTCIC $1,097,000; and $250,000 of the annual incentive was deferred in February 2025. Mr. Yu—Annual Incentive Compensation Plan $1,179,360; LTCIC $0; and $589,680 of the annual incentive was deferred in February 2025. Mr. Lewis—Annual Incentive Compensation Plan $1,488,807; LTCIC $330,000; and $100,000 of the annual incentive was deferred in February 2025. Ms. Causey—Annual Incentive Compensation Plan $977,040; LTCIC $82,000; and $100,000 of the annual incentive was deferred in February 2025. Ms. Lim-Johnson—Annual Incentive Compensation Plan $814,528; LTCIC $0; and $100,000 of the annual incentive was deferred in February 2025. (4) The aggregate change in pension value and above-market earnings, on deferred compensation for each NEO, is as follows: Mr. Fisher—$111,795 aggregate change in pension value. Mr. Lewis—$97,650 aggregate change in pension value. Ms. Causey—$31,599 aggregate change in pension value. The change in pension value includes benefit accruals during 2024 and the impact of changes in assumptions from December 31, 2023, to December 31, 2024. The amounts in this column are excluded for the purpose of determining the NEOs, per item 402(a) of Regulation S-K. (5) May include the value of financial planning services, the incremental cost for the personal use of the corporate aircraft, executive physical examinations, employer contributions to 401(k), employer contributions to the Employee Stock Purchase Plan, employer contributions to the 2005 Deferred Compensation Company Stock Plan, employer paid disability insurance premiums, and amounts related to the company’s expatriate assignment and relocation programs. Additional information is included in the “All Other Compensation Table” below. (6) As Howard H. Yu joined the company on September 23, 2023, amounts for 2023 reflect time employed in that year. Hannah S. Lim-Johnson joined the company on September 18, 2023 and was not an NEO for 2023, therefore amounts show as zero for that year (and for 2022). Carey Causey was not an NEO in 2023 or 2022, therefore amounts are shown as zeros for that year. (7) Salary amounts reflect actual amounts paid to the NEO in the calendar year. As each bi-monthly payment of salary in the US is payment for a two-week period which ends a week before the pay date, actual amounts paid in 2024 as shown in the table can be different from the annual salary as shown in the 2024 Base Salary section on page 34.

  82. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | NEO | Perquisites and Other Personal Benefits(1)(2) | Payments/ Accruals on Termination Plans | Registrant Contributions to Defined Contribution Plans | Insurance Premiums | Discounted Securities Purchases | Registrant Contributions to Deferred Compensation Plans | Expatriate & Relocation Benefits(3) | | Daniel W. Fisher | $70,895 | $— | $13,800 | $863 | $— | $20,000 | $— | | Howard H. Yu | $— | $— | $31,050 | $490 | $646 | $19,123 | $— | | Ronald J. Lewis | $— | $— | $13,800 | $490 | $1,200 | $20,000 | $3,807 | | Carey S. Causey | $— | $— | $13,800 | $791 | $— | $— | $452,651 | | Hannah S. Lim-Johnson | $— | $— | $31,050 | $490 | $646 | $11,329 | $126,973 |

  83. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    Includes the value of financial planning services, the incremental cost for the personal use of the corporate aircraft and the value of executive physical examinations. (2) The incremental costs of the personal use of our corporate aircraft are determined based on the variable operating costs to the Corporation, including aircraft operating costs, supplies, jet fuel and ancillary costs. As virtually all aircraft usage is for business travel, this methodology excludes fixed costs that do not change based on usage. Mr. Fisher—The amount reported in this column includes personal use of the corporate aircraft consisting of four trips to an outside Board meeting worth a value of $56,440, two personal flights worth values of $7,412 and $3,808 respectively and the incremental costs of seats for Mr. Fisher’s guests who accompanied him on business trips worth a total value of $1,135. (3) The amounts reported in this column include company matching contributions and non-elective company contributions under the company’s 401(k) plan. Messrs. Fisher, Yu, and Lewis, and Mmes. Causey and Lim-Johnson received company matching contributions of $13,800. Mr. Yu and Ms. Lim-Johnson also received non-elective company contributions of $17,250. (4) The amounts reported in this column include company matching contributions and supplemental executive company contributions under the company’s 2005 Deferred Compensation Company Stock Plan. Messrs. Fisher and Lewis received company matching contributions of $20,000. Mr. Yu received supplemental executive company contributions of $19,123 and Ms. Lim-Johnson received supplemental executive company contributions of $11,329. (5) Mr. Lewis—Prior to Mr. Lewis’ promotion to SVP & Chief Operating Officer Global Beverage Packaging, he was based in the UK on an expatriate international assignment for his prior role as President Beverage Packaging EMEA. As a result of Mr. Lewis’ UK assignment and subsequent relocation to the US in October 2021 for his new role, he was provided benefits under Ball’s expatriate assignment, tax equalization and relocation programs. The amount reported in this column for Mr. Lewis reflects trailing assignment expenses of $3,807, which include tax preparation, host taxes, and related gross-ups. All benefits, tax reimbursements, tax gross-ups and other amounts provided to Mr. Lewis are standard features of Ball’s expatriation assignment, tax equalization and relocation programs. Ms. Causey— Prior to Ms. Causey’s promotion to SVP Chief Global Officer, she was based in the UK on an expatriate international assignment for her prior role as President Ball Package Europe. As a result of Ms. Causey’s UK assignment and subsequent relocation to the US in July 2024 for her new role, she was provided benefits under Ball’s expatriation assignment, tax equalization, and relocation programs. The amounts reported in this column for Ms. Causey reflect the following: $21,511 for household good shipments; $3,000 for relocation allowance; $20,638 for the one-way relocation trip, $49,502 for assignment host housing, $30,608 for home leave allowance, $13,360 for miscellaneous relocation items (such as destination services, auto lease break, and education services); and $314,032 for tax equalization benefits which include foreign taxes and accompanying gross-ups paid by the Company, offset by an applied hypothetical tax. All benefits, tax reimbursements, tax gross-ups and other amounts provided to Ms. Causey are standard features of Ball’s expatriation assignment, tax equalization and relocation programs. Ms. Lim-Johnson— Prior to Ms. Lim-Johnson’s hiring, she was located in Illinois. As a result of Ms. Lim-Johnson’s relocation to Colorado in 2024, she was provided benefits under Ball’s relocation program. The amount for Ms. Lim-Johnson reflects the following: $12,698 for home sale/purchase assistance; $51,566 for household good shipments; $7,349 for travel; and $55,360 for tax assistance and tax gross-ups. All benefits, tax assistance, tax gross-ups, and other amounts provided to Ms. Lim-Johnson are standard features of Ball’s relocation programs. GRANTS OF PLAN-BASED AWARDS TABLE The “Grants of Plan-Based Awards Table” summarizes the plan-based awards granted by us to the NEOs during 2024, which includes the following: ■ Annual cash incentives pursuant to the Annual Incentive Compensation Plan for the 2024 performance period ■ Cash-based long-term incentives under the LTCIC for the 2024-2026 three-year performance period ■ Fair value of PC-RSUs for the 2024-2026 three-year performance period and/or other RSUs, calculated in accordance with Topic 718 ■ Fair value of Stock Options, calculated in accordance with Topic 718 Payouts under the 2024 Annual EVA® Incentive Compensation Plan for ELT members, including NEOs, are determined based on enterprise-wide EVA® performance (80% weighting) and Individual Performance Objectives or IPOs (20% weighting). For the NEOs, awards can range from 0% to 200% of target. As mentioned under “2024 Growth Strategy and Related Executive Compensation Impacts”, the company has implemented a hard cap of 200% on annual incentive payments and removed the banking feature to simplify our annual incentive program from 2024. Awards under the LTCIC are granted on an annual basis and are determined based on Ball’s TSR (compared to the subset of S&P 500 companies described in the CD&A) and ROAIC. The awards made in 2024 are for the three-year performance period beginning January 1, 2024, and ending December 31, 2026 and the potential outcome can range from 0% to 200% of target based on performance against the company measures. PC-RSUs were granted to the NEOs in 2024. The awards will cliff vest after the performance period based on Ball’s EVA® performance over a three-year period. PC-RSUs awarded in 2024 have a potential outcome to the executive from 0% to 200% of target. Stock Options were granted to the NEOs in 2024. The awards vest annually in 25% increments starting on the first anniversary of the date of grant. Upon exercise, an NEO can either purchase shares of Ball’s stock at the grant price or, if the price of Ball’s stock has increased, sell the shares acquired and receive the value of the appreciation over the original grant price in cash, subject to consideration of the applicable share ownership guideline. Cash dividend equivalents related to RSUs (including PC-RSUs) granted under the Amended and Restated 2013 Stock and Cash Incentive Plan are accrued and paid following vesting in respect of the number of Ball stock units which vest. The vesting of plan-based awards may be accelerated as described in the narrative to the “Other Potential Post- Employment Benefits Table.”

  84. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | NEO | Award Date | Range of Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Range of Estimated Future Units Vesting Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date per Share Fair Value of All Other Stock Awards | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Equity Incentive Plan Awards or Option Awards ($ per Share) | Grant Date Fair Value of Equity Incentive Plan Awards and Stock and Option Awards(1) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | Daniel W. Fisher | 1/1/24(2) | $— | $1,812,500 | $3,625,000 | | | | | | | | | | | 1/24/24(3) | $— | $1,607,500 | $3,215,000 | | | | | | | | | | | 1/24/24(4) | | | | — | 57,544 | 115,088 | | | | $55.87 | $3,214,983 | | | 1/24/24(5) | | | | | | | | | 178,314 | $55.87 | $3,215,001 | | Howard H. Yu | 1/1/24(2) | $— | $655,200 | 1,310,400 | | | | | | | | | | | 1/24/24(3) | $— | $364,000 | $728,000 | | | | | | | | | | | 1/24/24(4) | | | | — | 13,030 | 26,060 | | | | $55.87 | $727,986 | | | 1/24/24(5) | | | | | | | | | 40,377 | $55.87 | $727,997 | | Ronald J. Lewis | 1/1/24(2) | $— | $791,918 | $1,583,836 | | | | | | | | | | | 1/24/24(3) | $— | $340,000 | $680,000 | | | | | | | | | | | 1/24/24(4) | | | | — | 12,171 | 24,342 | | | | $55.87 | $679,994 | | | 1/24/24(6) | | | | | 13,425 | 20,138 | | | | $55.87 | $750,055 | | | 1/24/24(5) | | | | | | | | | 37,715 | $55.87 | $680,001 | | Carey S. Causey | 1/1/24(2) | $— | $531,000 | $1,062,000 | | | | | | | | | | | 1/24/24(3) | $— | $236,000 | $472,000 | | | | | | | | | | | 1/24/24(4) | | | | — | 8,448 | 16,896 | | | | $55.87 | $471,990 | | | 1/24/24(5) | | | | | | | | | 26,179 | $55.87 | $472,007 | | Hannah S. Lim-Johnson | 1/1/24(2) | $— | $457,600 | $915,200 | | | | | | | | | | | 1/24/24(3) | $— | $190,000 | $380,000 | | | | | | | | | | | 1/24/24(4) | | | | — | 6,802 | 13,604 | | | | $55.87 | $380,028 | | | 1/24/24(5) | | | | | | | | | 21,076 | $55.87 | $380,000 |

  85. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    (1) The grant date fair value of equity incentive plan awards, based on the probable outcome of the performance condition, and stock and option awards all calculated in accordance with Topic 718, and as referenced in Ball’s Annual Report on Form 10-K in Notes 1 and 19 to the Consolidated Financial Statements for the fiscal year ended December 31, 2024. (2) Represents opportunity under the 2024 Annual EVA® Incentive Compensation Plan. (3) Represents 2024 grants made under the LTCIC for the 2024-2026 period. (4) Represents the number of PC-RSUs granted January 24, 2024, at a value of $55.87 per unit, with an assumption of probable outcome at target if the performance measurements are met. (5) Represents the number of stock options granted January 24, 2024 with a grant (exercise) price of $55.87 per option. Represents performance based RSU grant made to Mr. Lewis related to his promotion to Chief Operations & Supply Chain Officer in recognition of the critical nature of his role and that he received no other compensation changes for taking on this role. OUTSTANDING EQUITY AWARDS TABLE The following table outlines the outstanding option awards and stock awards held by the NEOs as of December 31, 2024. The outstanding option awards and stock awards represented in the table were granted to the NEOs over a period of several years, including 2024.

  86. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | | Option Awards | | | | | Stock Awards | | | | | NEO | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Daniel W. Fisher | 46,838(6) | — | | $38.3750 | 1/25/2027 | 9,800 | $540,274 | 135,040 | $7,444,755 | | | 49,614 | — | | $38.8400 | 1/24/2028 | | | | | | | 52,805 | — | | $50.7800 | 1/23/2029 | | | | | | | 42,448 | — | | $72.5900 | 1/29/2030 | | | | | | | 37,652 | 12,550 | | $85.3300 | 1/27/2031 | | | | | | | 22,956 | 22,956 | | $86.5700 | 1/26/2032 | | | | | | | 27,039 | 27,039 | | $81.0100 | 4/27/2032 | | | | | | | 42,773 | 128,318 | | $56.6400 | 1/25/2033 | | | | | | | — | 178,314 | | $55.8700 | 1/24/2034 | | | | | | Howard H. Yu | — | 40,377 | | $55.8700 | 1/24/2034 | 40,576 | $2,236,955 | 13,030 | $718,344 | | Ronald J. Lewis | 47,506 | — | | $72.7300 | 9/13/2029 | 4,000 | $220,520 | 44,873 | $2,473,848 | | | 26,042 | — | | $72.5900 | 1/29/2030 | | | | | | | 20,758 | 6,919 | | $85.3300 | 1/27/2031 | | | | | | | 15,243 | 15,242 | | $86.5700 | 1/26/2032 | | | | | | | 9,735 | 29,203 | | $56.6400 | 1/25/2033 | | | | | | | — | 37,715 | | $55.8700 | 1/24/2034 | | | | | | Carey S. Causey | 6,800 | — | | $33.0500 | 1/27/2026 | 2,800 | $154,364 | 13,520 | $745,358 | | | 4,684(6) | — | | $38.3750 | 1/25/2027 | | | | | | | 6,174 | — | | $38.8400 | 1/24/2028 | | | | | | | 4,620 | — | | $50.7800 | 1/23/2029 | | | | | | | 3,646 | — | | $72.5900 | 1/29/2030 | | | | | | | 5,303 | 1,768 | | $85.3300 | 1/27/2031 | | | | | | | 3,788 | 3,787 | | $86.5700 | 1/26/2032 | | | | | | | 2,655 | 7,964 | | $56.6400 | 1/25/2033 | | | | | | | — | 26,179 | | $55.8700 | 1/24/2034 | | | | | | Hannah S. Lim-Johnson | — | 21,076 | | $55.8700 | 1/24/2034 | 12,955 | $714,209 | 6,802 | $374,994 |

  87. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    (1) The unvested stock options and SARs become exercisable in 25% annual increments on the anniversary of the grant date, beginning on the first anniversary. (2) The vesting schedule for units not yet vested for each NEO is as follows: Mr. Fisher—2,100 on June 15, 2025, 2,100 on December 15, 2025, 2,800 on June 15, 2026, and 2,800 on December 15, 2026. Mr. Yu—20,288 on October 13, 2025, and 20,288 on October 13, 2026. Mr. Lewis—4,000 on December 15, 2025. Ms. Causey—2,800 on September 15, 2025. Ms. Lim-Johnson—6,478 on October 13, 2025, and 6,477 on October 13, 2026. (3) The market value of shares is based on $55.13, the closing price of Ball Corporation common stock on December 31, 2024. (4) The vesting dates for the PC-RSUs for each NEO for years 2025, 2026, and 2027, which are contingent on meeting performance goals over the three-year period ending December 31 in years 2024, 2025, and 2026, respectively, and upon certification of the performance measures by Board, are as follows:

  88. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | | ~January 31, 2025 | ~January 31, 2026 | ~January 31, 2027 | | Mr. Fisher | 26,295 | 51,201 | 57,544 | | Mr. Yu | — | — | 13,030 | | Mr. Lewis | 7,624 | 11,653 | 12,171 | | Ms. Causey | 1,894 | 3,178 | 8,448 | | Ms. Lim-Johnson | — | — | 6,802 |

  89. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    (5) The vesting date for the 13,425 units attributable to PB-RSUs for Ron Lewis, which are contingent on meeting performance goals over the two-year period ending December 31, 2025 is January 31, 2026. Represents a grant of stock-settled SARs. OPTION EXERCISES AND STOCK VESTED TABLE The following table summarizes for each NEO the options exercised and the stock awards vested during 2024. The options that were exercised by each NEO were granted in prior years and became exercisable pursuant to a prescribed vesting schedule. The value realized on exercise reflects the appreciation in the stock price from the option base price on grant date to the exercise date and is reported on a before-tax basis. The shares acquired upon vesting for each NEO were for RSUs granted in prior years that vested pursuant to a prescribed vesting schedule. The value realized reflects the closing stock price on the vesting date and is also reported on a before-tax basis. NEOs can defer the receipt of units of certain awards into the Ball Corporation 2005 Deferred Compensation Company Stock Plan, pursuant to which distributions may take place no earlier than the participant’s separation from service. Footnotes are provided to detail circumstances when amounts realized upon vesting were deferred. Information regarding the 2005 Deferred Compensation Company Stock Plan is provided under “Non-Qualified Deferred Compensation”. The value realized on vesting also includes the payment of accrued dividend equivalents earned during 2024.

  90. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | | Option Awards | | Stock Awards | | | NEO | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($)(1)(2) | | Daniel W. Fisher | 41,914 | $1,165,065 | 4,200 | $267,645 | | Howard H. Yu | — | $— | 20,289 | $1,327,712 | | Ronald J. Lewis | — | $— | 3,000 | $181,920 | | Carey S. Causey | — | $— | 2,100 | $143,640 | | Hannah S. Lim-Johnson | — | $— | 6,478 | $423,920 |

  91. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    (1) Value realized on vesting is based on the closing stock price on the day the RSUs vested. (2) Value realized on vesting also includes the value of dividend equivalents accrued and paid relative to RSUs which vested during 2024. Accrued dividend equivalents are paid only if the vesting criteria (service and/or performance conditions) is achieved and the restrictions on the units vest. Dividend equivalents paid during 2024 for each NEO were: Mr. Fisher—$6,720 Mr. Yu—$16,231 Mr. Lewis—$7,200 Ms. Causey—$5,040 Ms. Lim-Johnson—$5,182 NON-QUALIFIED DEFERRED COMPENSATION PLANS TABLE We have four active deferred compensation plans to which eligible participants may make contributions: the 2017 Deferred Compensation Company Stock Plan for Directors, the 2005 Ball Corporation Deferred Compensation Plan, the 2005 Ball Corporation Deferred Compensation Company Stock Plan and the 2005 Ball Corporation Deferred Compensation Plan for Directors. ■ 2017 Deferred Compensation Company Stock Plan for Directors—Eligible nonmanagement directors may defer payment of a portion or all of their annual fixed cash retainer (including any committee chair and/or Lead Independent Director fees), annual incentive cash retainer and their eligible RSU awards. Elections to defer this compensation are made annually. Amounts are deferred or credited to a participant account as stock units with each unit having the value equivalent to one share of Ball Corporation common stock. Participants also receive a 20% company match, up to an annual maximum match of $20,000 per year. Dividend equivalents, applicable to any balance denominated in units, are credited to participant accounts as of each dividend payment date. Distributions follow the payment schedule elected by the participant and may commence at a defined point no sooner than six months following separation of service, in the form of a lump sum or annual installments for periods ranging from two to 15 years. 2005 Deferred Compensation Plan and 2005 Deferred Compensation Plan for Directors— Eligible employee participants may defer payment of a portion or all of their annual incentive compensation. Eligible employee participants who are ineligible for the SERP due to the closure of that plan may be eligible to receive an annual company contribution equal to 5% of eligible compensation that exceeds the maximum amount under a qualified retirement plan. Nonmanagement directors may defer a portion or all of their annual cash director fees. Amounts deferred or credited are notionally invested among various investment funds the return on the participant’s balance is determined as if the amounts were invested in those funds. The menu of investment funds consists of 24 mutual fund-like investments. The one-year annual rate of return of the funds ranged from (0.3%) to 31.1%, and the three-year average annual rate of return of the funds ranged from (3.7%) to 9.7%. Distributions are based on the payment schedule elected by the participant, and may occur in service or commence at a defined point no sooner than six months following separation of service. Distributions are in the form of either a lump sum or annual installments for periods ranging from two and 15 years. ■ 2005 Deferred Compensation Company Stock Plan—On an annual basis, eligible employee participants may defer payment of a portion or all of their annual incentive compensation. Participants may also elect to defer certain RSU awards. Amounts are deferred or credited to a participant account as stock units having a value equivalent to one share of Ball Corporation common stock. Participants also receive a 20% company match, up to an annual maximum match of $20,000 per year. Pursuant to specified timing rules, participants may reallocate a prescribed percentage of units to other mutual fund-like investments (the same investments as are in the 2005 Deferred Compensation Plan and 2005 Deferred Compensation Plan for Directors, above). However, at least 50% of the balance will remain in stock units until retirement. Dividend equivalents applicable to any balance denominated in units, are credited to participant accounts as of each dividend payment date Distributions follow the payment schedule elected by the participant and may commence at a defined point no sooner than six months following separation of service, in the form of a lump sum or annual installments for periods ranging from two to 15 years. For nonmanagement directors, this plan was replaced with the 2017 Deferred Compensation Company Stock Plan for Directors. Because some previous deferral elections remain for certain nonmanagement directors, some participants may receive match contributions to the 2005 Deferred Compensation Company Stock Plan and the 2017 Deferred Compensation Company Stock Plan for Directors in the same year. We have several historical, frozen plans which no longer permit additional contributions. The only activity under these plans is the application of notional investment earnings and distribution according to participant elections. The basis for investment earnings within these frozen plans varies as follows: ■ 2001 Deferred Compensation Plan and 2002 Deferred Compensation Plan for Directors— Balance is notionally invested in mutual fund-like investments (the same investments as are in the 2005 Deferred Compensation Plan and 2005 Deferred Compensation Plan for Directors described above). ■ 2000 Deferred Compensation Company Stock Plan—Balance is represented in the form of stock units, with each unit having a value equivalent to one share of Ball Corporation common stock. Dividend equivalents are credited to the account as of each dividend payment date for Ball’s common stock. The following table provides information related to Ball’s deferred compensation plans. The “Aggregate Balance at Last FYE” column represents compensation earned, deferred and accumulated by the NEOs over many years and does not represent current year compensation.

  92. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | NEO | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Daniel W. Fisher | $100,000 | $20,000 | $(38,671) | $— | $1,274,402 | | Howard H. Yu | $— | $19,123 | $— | $— | $— | | Ronald J. Lewis | $100,000 | $20,000 | $55,325 | $— | $1,452,338 | | Carey S. Causey | $— | $— | $— | $— | $— | | Hannah S. Lim-Johnson | $— | $11,329 | $— | $— | $— |

  93. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    For Mr. Yu and Ms. Lim-Johnson, their 2024 company contributions were earned in 2024 and contributed to the deferred compensation plan in 2025 therefore there is no balance as at the end of 2024. Mr. Fisher—$20,000 of the Registrant Contributions was reported as compensation in the “Summary Compensation Table” for fiscal year 2024. $804,148 of the Aggregate Balance was reported as compensation in the “Summary Compensation Table” since 2017. The Aggregate Earnings reflects ($38,671) based on a decrease in value and dividend equivalents on equity accounts. Mr. Yu—$19,123 of the Registrant Contributions was reported as compensation in the “Summary Compensation Table” for fiscal year 2024. Mr. Lewis—$20,000 of the Registrant Contributions was reported as compensation in the “Summary Compensation Table” for fiscal year 2024. $160,000 of the Aggregate Balance was reported as compensation in the “Summary Compensation Table” since 2021. The Aggregate Earnings reflects $74,964 based on notional investments in investment funds, plus ($19,640) based on a decrease in value and dividend equivalents on equity accounts. Ms. Lim-Johnson—$11,329 of the Registrant Contributions was reported as compensation in the “Summary Compensation Table” for fiscal year 2024. PENSION BENEFITS TABLE NEOs, except Mr. Yu and Ms. Lim-Johnson, receive retirement benefits under a qualified defined benefit pension plan and all NEO’s except for Mr. Yu, and Ms. Lim-Johnson, also receive retirement benefits under a non-qualified SERP. The “Pension Benefits Table” shows each NEO’s number of years of credited service, present value of accumulated benefits and payments during fiscal year 2024 for the qualified plan and the SERP, as applicable. The present value of the accumulated benefit is the value of the annual benefit that was earned as of December 31, 2024. We offer a qualified defined benefit pension plan for U.S. salaried employees (“Ball Pension Plan”). The Ball Pension Plan was closed to new participants on January 1, 2022 and employees hired, or rehired, on or after this date are not eligible for the plan. The Ball Pension Plan was designed to provide tax-qualified pension benefits that are generally available to all U.S. salaried employees. Effective January 1, 2007, we changed the formula by which the accrued pension benefit under the plan is determined. Prior to January 1, 2007, the accrued pension benefit expressed as a monthly annuity payable at age 65 was based on final average salary, covered compensation and years of service. Effective January 1, 2007, the accrued pension benefit is an accumulated annual credit based on base salary, the Social Security Wage Base (“SSWB”) and a multiplier that varies with length of service. Payments of accrued benefits earned may be in the form of an annuity, lump sum, or a combination of both, depending on the election of the participant at retirement. We also sponsor a non-qualified SERP that mirrors the Ball Pension Plan and is designed to replace the benefits that would have been provided under the plan if they were not subject to IRS-imposed limits. Under the Code, the maximum permissible benefit from the qualified plans for retirement in 2024 is $275,000, and annual compensation exceeding $345,000 cannot be considered in computing the maximum permissible benefit under the Ball Pension Plan. The SERP was also closed to new participants on January 1, 2022, and executives hired, or rehired (or who otherwise would have been eligible based on meeting the compensation requirement), on or after this date are not eligible for this plan. Terms for U.S.-Accrued Benefits Prior to January 1, 2007 The monthly accrued benefit for benefits earned prior to January 1, 2007, was determined according to the following formula: ■ 1% times Final Monthly Average Salary plus 0.5% times Final Monthly Average Salary in excess of Covered Compensation times Benefit Service through December 31, 2006, up to a maximum of 35 years. Salary is defined as an NEO’s monthly base salary excluding bonus and incentive compensation. Final Monthly Average Salary is calculated based on the highest average for any 60 consecutive months out of the last 120 months through December 31, 2006. Covered Compensation is an average of the SSWB in effect during an NEO’s career. The SSWB is the maximum monthly amount of income on which FICA taxes are due. The years included in the average are the 35 years ending in the year the NEO is eligible for an unreduced social security benefit. This portion of the benefit formula accounts for the fact that social security does not cover earnings over a certain level. Benefit Service is a NEO’s service as a salaried employee with Ball plus any service with a predecessor plan as appropriate. Participants are 100% vested in their benefit at the time they are credited with five or more years of service with Ball. Normal retirement age under the plan is 65 with a minimum of five years of benefit service, but a participant may elect to receive payment upon termination or at any time after reaching age 55. Benefits paid before age 65 are subject to reduction based on the age and service at termination. Participants who terminate employment after age 55 with at least ten years of vesting service will receive a reduction of benefit equal to 4% for each year that benefit commencement age is between 60 and 65, and a 6% reduction for each year that benefit commencement age precedes age 60. Benefits for participants not meeting these requirements are reduced for payment prior to age 65 on an actuarial equivalent basis. Terms for U.S. Accrued Benefits Beginning January 1, 2007 The monthly annuity, which is the equivalent of a lump sum benefit payable at age 65, is based on a percentage of the participant’s base pay each year as follows:

  94. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | If, at the beginning of the year, benefit service is: | Annual lump sum benefit accrued and payable at age 65 | | 0 to 9 full years of benefit service | 11.5% of base pay + 5% of base pay over 50% of SSWB(1) | | 10 to 19 full years of benefit service | 13.0% of base pay + 5% of base pay over 50% of SSWB(1) | | 20 or more full years of benefit service | 15.0% of base pay + 5% of base pay over 50% of SSWB(1) |

  95. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    (1) SSWB is the maximum earnings on which the participant pays FICA tax each year. This portion of the pension formula accounts for the fact that social security does not cover earnings over a certain level. Base pay is the NEO’s base salary during the calendar year excluding incentive compensation, severance pay or vacation payouts. Upon termination or retirement, the vested pension benefit accrued beginning January 1, 2007 may be paid to the participant in either a lump sum or an annuity. If the benefit is paid prior to age 65, the benefit will be reduced by 5% compounded annually for each year the payment is made before such age. Terms for U.S. SERP Accrued Benefits Since the SERP mirrors the Ball Pension Plan, the formulas for deriving the SERP accrued benefits are the same as those described for that plan. The amount of retirement benefits a participant can ultimately receive from the SERP is equal to the difference between the benefit calculated without IRS limits and the benefit calculated with IRS limits. Effective January 1, 2007, the SERP was amended to provide participants with benefits accrued as of December 31, 2006, a one-time option to elect the form of payment under which the participant will receive benefits in the future. The payment options available consist of various annuities and a lump sum. For all SERP benefits accrued beginning January 1, 2007, participants will receive benefits only in the form of a lump sum. In accordance with Code Section 409A, payments from the SERP will commence six months after termination of employment. When determining lump sum payments, the SERP uses the same assumptions that exist in the Ball Pension Plan except the interest rate used is equal to four-fifths of the interest rate used to determine lump sum benefits under the Ball Pension Plan in recognition that payments from the SERP cannot be rolled into a tax-deferred account such as an IRA. Present Value Assumptions The Present Value of Accumulated Benefit reported in the Pension Benefits table is based on the following assumptions, which are consistent with those used for the Consolidated Financial Statements in Ball’s Form 10-K for fiscal year ending December 31, 2024:

  96. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Discount Rate on December 31, 2024 | 5.57% for U.S. accounting assumptions for the Ball Pension Plan | | Mortality | Pri-2012 white collar tables projected generationally from 2012 using Scale MP-2021 | | Preretirement Decrements | None | | Qualified Form of Pension Payment | Ball Pension Plan: Life Annuity—30% and Lump Sum—70% |

  97. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | NEO | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Daniel W. Fisher | U.S. Qualified | 14.86 | $308,556 | $0 | | | U.S. SERP | 14.86 | $471,011 | $0 | | Howard H. Yu | U.S. Qualified | — | $0 | $0 | | | U.S. SERP | — | $0 | $0 | | Ronald J. Lewis | U.S. Qualified | 5.33 | $176,974 | $0 | | | U.S. SERP | 5.33 | $246,352 | $0 | | Carey S. Causey | U.S. Qualified | 10.28 | $148,148 | $0 | | | U.S. SERP | 10.28 | $35,540 | $0 | | Hannah S. Lim-Johnson | U.S. Qualified | — | $0 | $0 | | | U.S. SERP | — | $0 | $0 |

  98. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    OTHER POTENTIAL POST-EMPLOYMENT BENEFITS This section provides information related to the potential post-employment benefits that could be payable or due to the NEOs under various termination scenarios. Such potential benefits may arise because of our obligation to the executive under a compensation and benefit plan, policy, practice or program that is generally available to all participants, or under an agreement specifically between Ball and the executive. In general, the compensation and benefit elements provided to employees, including the NEOs, are governed by plan documents, policies and practices that define the rights of a participant in the case of termination of employment. These terms and conditions apply to all employees, including the NEOs, receiving such compensation or benefit. Such compensation and benefit elements may include annual incentive compensation, long-term cash incentives, long-term equity incentives, retirement benefits and deferred compensation. We have entered into certain severance benefit and change-in-control agreements with the NEOs. These agreements require us to provide post-employment payments or benefits to each executive in the event of termination of employment without cause or termination following a change in control. These agreements also contain customary noncompete provisions, non-solicitation provisions, non-disparagement provisions and confidentiality covenants, and were amended and restated in 2008 to conform to Code Section 409A. We do not have employment agreements with any of the NEOs and all NEOs are at-will employees. The key provisions, terms or procedures that would apply to the NEOs for the various compensation and benefit elements under various termination scenarios are summarized below. Another table provides an estimate of the compensation payable or the value of compensation elements due to the NEOs under the various termination scenarios assuming termination was effective at the end of the fiscal year 2024. Post-Employment Benefits Summary

  99. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Component | Voluntary Termination or Retirement | Death | Disability | Termination Without Cause | Termination for Cause | Termination Following a Change in Control | | Cash Severance | No additional benefits received. | No additional benefits received. | No additional benefits received. | CEO—2 times the sum of base salary plus target annual incentive in a lump sum. | No additional benefits received. | All NEOs—2 times the sum of base salary plus target annual incentive in a lump sum. | | | | | | All other NEOs—1.5 times the sum of base salary plus target annual incentive in a lump sum. | | | | Treatment of Annual Incentives | If voluntary termination occurs mid- performance period, the NEO will forfeit the payment. NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) will receive a prorated portion of the award at the end of the performance period if the performance goal is attained. | If death occurs mid-performance period, NEOs’ beneficiaries receive a prorated portion of the award at the end of the performance period if the performance goal is attained. | If disability occurs mid-performance period, NEOs receive a prorated portion of the award at the end of the performance period if the performance goal is attained. | If terminated mid-performance period, NEOs will receive a prorated portion of the award at the end of the performance period if the performance goal is attained. | Any payment is forfeited. | If terminated mid-performance period, NEOs receive a prorated portion of the target award. |

  100. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Component | Voluntary Termination or Retirement | Death | Disability | Termination Without Cause | Termination for Cause | Termination Following a Change in Control | | Annual LTI Program: Treatment of Long-Term Cash Incentives | If voluntary termination occurs mid-performance period, the NEO will forfeit the payment. NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) will receive the full award at the end of the performance period to the extent the performance goals are attained, contingent upon signing a noncompetition agreement. | If death occurs mid-performance period, NEOs’ beneficiaries receive the full award at the end of the performance period to the extend the performance goals are attained. | If disability occurs mid-performance period, NEOs receive the full award at the end of the performance period to the extend the performance goals are attained. | If termination occurs mid- performance period, NEOs who meet the criteria for retirement (combined age and service of 70 or above with minimum age 55) receive the full award at the end of the performance period to the extend the performance goals are attained, contingent upon signing a noncompetition agreement. | Any payments are forfeited. | NEOs receive a lump sum payment prorated based on performance at target. | | Treatment of One-off Restricted Stock Units | All unvested RSUs are forfeited. | All unvested RSUs vest. | All unvested RSUs vest. | All unvested RSUs are forfeited. | All unvested RSUs are forfeited. | All unvested RSUs vest. | | Annual LTI program up to 2024 awards Treatment of Performance- Contingent RSUs | If voluntary termination occurs mid- performance period, the NEO will forfeit the award. For NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) and who have signed a noncompetition agreement, unvested PC-RSUs will vest at the end of the performance period if the performance measure is achieved. | All unvested PC-RSUs vest at the end of the performance period if the performance measure is achieved. | All unvested PC-RSUs vest at the end of the performance period if the performance measure is achieved. | For NEOs who meet the criteria for retirement (combined age and service of 70 or above with minimum age of 55) and who have signed a noncompetition agreement, unvested PC-RSUs will vest at the end of the performance period if the performance measure is achieved. | Any awards are forfeited. | All unvested PC-RSUs vest. |

  101. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Component | Voluntary Termination or Retirement | Death | Disability | Termination Without Cause | Termination for Cause | Termination Following a Change in Control | | Annual LTI program up to 2024 awards Treatment of Stock Options/ SARs | Awards granted before 2017. For NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service, and who have signed a noncompetition agreement, unvested options/SARs will continue to vest under the normal schedule and vested options/ SARs will remain exercisable for a maximum of 5 years. For all other NEOs, unvested options/SARs are forfeited and vested options/SARs remain exercisable for a maximum of 30 days. Awards granted in 2017 or later. Treatment of awards remains the same, except NEOs who voluntarily retire must have combined age and service years of 70 or above (minimum age of 55) and sign a noncompetition agreement for continued vesting of unvested options/SARs. | All options/SARs vest. | Options/SARs continue to vest pursuant to the original vesting schedule. | Awards granted before 2017. For NEOs age 55 or above with 15 years of service or age 60 or above with 10 years of service, and who have signed a noncompetition agreement, unvested options/SARs will continue to vest under the normal schedule and vested options/ SARs will remain exercisable for a maximum of 5 years. For all other NEOs, unvested options/SARs are forfeited and vested options/ SARs remain exercisable for a maximum of 30 days. Awards granted in 2017 or later. Treatment of awards remains the same, except NEOs who voluntarily retire must have combined age and service years of 70 or above (minimum age of 55). | Any awards are forfeited. | All options/SARs vest and in lieu of common stock issuable upon exercise, the NEOs are paid a lump sum amount equal to the number of outstanding shares underlying the options/SARs multiplied by the excess of the closing stock price on the date of termination over the exercise price. |

  102. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Component | Voluntary Termination or Retirement | Death | Disability | Termination Without Cause | Termination for Cause | Termination Following a Change in Control | | Treatment of Deposit Share Program RSUs | NEOs who voluntarily terminate forfeit any unvested award. NEOs who meet the criteria for retirement (combined age and service years of 70 or above with minimum age of 55) receive a prorated portion of unvested RSUs. | All unvested RSUs vest. | All unvested RSUs vest. | NEOs who meet the criteria for retirement (combined age and service years of 70 or above minimum age of 55) receive a prorated portion of unvested RSUs. | Any award is forfeited. | All unvested RSUs vest. | | Retirement Benefits | No additional benefits received. | No additional benefits received. | No additional benefits received. | CEO—Paid a lump sum amount equal to 2 years of full premium accounts. | No additional benefits received. | Paid a lump sum amount equal to 2 years of full premium accounts. | | | | | | All other NEOs—Paid a lump sum amount equal to 1.25 or 1.5 years of full premium amounts. | | | | Health and Welfare Benefits | No additional benefits received. | No additional benefits received. | Continued for 2 years. | CEO—Paid a lump sum amount equal to 2 years of full premium amounts. | No additional benefits received. | All NEOs—Paid a lump sum amount equal to 2 years of full premium amounts. | | | | | | All other NEOs—Paid a lump sum amount equal to 1.5 years of full premium amounts. | | | | Other Benefits | NEOs who voluntarily retire with combined age and service years of 70 or above (minimum age of 55) receive financial planning services valued at up to $10,000 per year for two years. | No additional benefits received. | For all NEOs, insurance provides long-term disability payment of up to $20,000 per month. | For all NEOs, outplacement benefits valued at $20,000 and financial planning services valued at up to $10,000 per year for two years. | No additional benefits received. | For all NEOs, outplacement benefits valued at $20,000 and payment for excise taxes incurred as a result of Code Section 280G excess payments, if applicable. |

  103. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    A termination without cause will be triggered if the NEO is terminated in either an Actual Termination not for cause or a Constructive Termination. An Actual Termination is any termination by us for reasons other than death or disability or for cause or by the executive for reasons other than Constructive Termination. Generally, a Constructive Termination can occur after a change in control, and means any significant reduction in duties, compensation or benefits or change of office location from those in effect immediately prior to the change in control, unless agreed to by the executive. Payments associated with a termination following a change in control will be triggered if both of the following two events occur: ■ There is a change in control. Generally, a “change in control” means (i) an acquisition by any person of 30% or more of Ball’s voting shares, (ii) a merger in which Ball’s shareholders before the merger own 50% or less of Ball’s voting shares after the merger, (iii) shareholder approval of a plan of liquidation or a plan to sell or dispose of substantially all of Ball’s assets, or (iv) during any two-year look-back period, a majority of the members of the Board of Directors changes, unless the election or nomination for election by the company’s stockholders of each new director was approved by the vote of two-thirds of the directors who were board members at the beginning of the two-year look-back period; and ■ The executive is terminated in either an Actual Termination not for cause or a Constructive Termination. With respect to change-in-control agreements, Ball does not reimburse executives for any excise taxes incurred or make gross-up payments for tax. The following table represents the amounts potentially payable to the NEOs under various termination scenarios. The values assume termination on December 31, 2024, with stock awards and unexercisable stock options benefit values based on Ball’s December 31, 2024, stock price of $55.13 and performance-based RSUs and LTCIC awards using a payout at target.

  104. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | NEO | | Voluntary | Death | Disability | Without Cause | For Cause | Termination following a Change in Control | | Daniel W. Fisher | Cash Severance | $— | $— | $— | $6,125,000 | $— | $6,125,000 | | | Long-Term Cash Incentive | — | 3,057,500 | 3,057,500 | — | — | 1,502,500 | | | Outstanding Stock Awards | — | 540,274 | 540,274 | — | — | 540,274 | | | Outstanding Performance Awards | — | 5,995,112 | 5,995,112 | — | — | 5,995,112 | | | Unexercisable Stock Options | — | — | — | — | — | — | | | Retirement Benefits | — | — | — | 283,923 | — | 283,923 | | | Health & Welfare | — | — | 37,168 | 37,168 | — | 62,115 | | | Perquisites | — | — | — | 40,000 | — | 20,000 | | | Total | $— | $9,592,886 | $9,630,054 | $6,486,091 | $— | $14,528,924 | | Howard H. Yu | Cash Severance | $— | $— | $— | $2,074,800 | $— | $2,766,400 | | | Long-Term Cash Incentive | — | 364,000 | 364,000 | — | — | 121,333 | | | Outstanding Stock Awards | — | 2,236,955 | 2,236,955 | — | — | 2,236,955 | | | Outstanding Performance Awards | — | 718,344 | 718,344 | — | — | 718,344 | | | Unexercisable Stock Options | — | — | — | — | — | — | | | Retirement Benefits | — | — | — | — | — | — | | | Health & Welfare | — | — | 42,270 | 42,270 | — | 58,441 | | | Perquisites | — | — | — | 40,000 | — | 20,000 | | | Total | $— | $3,319,299 | $3,361,569 | $2,157,070 | $— | $5,921,473 | | Ronald J. Lewis | Cash Severance | $— | $— | $— | $2,375,754 | $— | $3,167,672 | | | Long-Term Cash Incentive | — | 670,000 | 670,000 | — | — | 333,333 | | | Outstanding Stock Awards | — | 220,520 | 220,520 | — | — | 220,520 | | | Outstanding Performance Awards | — | 2,053,537 | 2,053,537 | — | — | 2,053,537 | | | Unexercisable Stock Options | — | — | — | — | — | — | | | Retirement Benefits | — | — | — | 152,368 | — | 213,637 | | | Health & Welfare | — | — | 56,972 | 56,972 | — | 58,441 | | | Perquisites | — | — | — | 40,000 | — | 20,000 | | | Total | $— | $2,944,057 | $3,001,029 | $2,625,094 | $— | $6,067,141 | | Carey S. Causey | Cash Severance | $— | $— | $— | $1,681,500 | $— | $2,242,000 | | | Long-Term Cash Incentive | — | 326,000 | 326,000 | — | — | 138,667 | | | Outstanding Stock Awards | — | 154,364 | 154,364 | — | — | 154,364 | | | Outstanding Performance Awards | — | 640,941 | 640,941 | — | — | 640,941 | | | Unexercisable Stock Options | — | — | — | — | — | — | | | Retirement Benefits | — | — | — | 71,142 | — | 100,290 | | | Health & Welfare | — | — | 42,270 | 42,270 | — | 58,441 | | | Perquisites | — | — | — | 40,000 | — | 20,000 | | | Total | $— | $1,121,305 | $1,163,575 | $1,834,912 | $— | $3,354,703 | | Hannah S. Lim-Johnson | Cash Severance | $— | $— | $— | $1,544,400 | $— | $2,059,200 | | | Long-Term Cash Incentive | — | 190,000 | 190,000 | — | — | 63,333 | | | Outstanding Stock Awards | — | 714,209 | 714,209 | — | — | 714,209 | | | Outstanding Performance Awards | — | 374,994 | 374,994 | — | — | 374,994 | | | Unexercisable Stock Options | — | — | — | — | — | — | | | Retirement Benefits | — | — | — | — | — | — | | | Health & Welfare | — | — | 29,281 | 29,281 | — | 40,930 | | | Perquisites | — | — | — | 40,000 | — | 20,000 | | | Total | $— | $1,279,203 | $1,308,484 | $1,613,681 | $— | $3,272,667 |

  105. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    CEO PAY RATIO The total annual compensation of our median employee, not including our CEO, was $79,128 for 2024. This total compensation amount includes salary paid in the fiscal year, bonuses, non-equity incentive plan compensation (even if paid in the following fiscal year), change in pension value, company contributions to defined contribution plans, and other required compensation calculated in a manner consistent with Item 402 of SEC Regulation S-K. The total annual compensation of our CEO, as reported in the Summary Compensation Table was $12,329,337. As a result, the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee was 156 to 1. The main reasons for the increase in our ratio from last year are (i) the lower median employee pay following the reduction in our workforce by around 5,000 employees due to the sale of our Aerospace business and (ii) higher CEO pay due to stronger incentive pay outcomes in 2024. To identify our median-paid employee from our total, global workforce, we used the methodology, material assumptions, adjustments and estimates described below: ■ We used annual base salary as the “consistently applied compensation measure” rather than total compensation as calculated under the Summary Compensation Table disclosure rules. ■ We determined our median employee as of October 31, 2024. ■ As of our October 31 determination date, our total, global workforce was 15,801 employees, consisting of 4,622 U.S. employees and 11,179 non-U.S. employees. ■ All non-U.S. employees’ pay was converted into USD using exchange rates based on our determination date. ■ We excluded, under the de minimis exception to the pay ratio rule, all employees in Paraguay (303), Myanmar (104), Turkey (138), and Egypt (192), or 737 employees out of a total of 15,801 employees. PAY VERSUS PERFORMANCE

  106. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | Fiscal year | Summary Compensation Table Total for First PEO(1)(3) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to First PEO(2)(3) | Compensation Actually Paid to Second PEO(1) | Average Summary Compensation Table Total for non-PEO NEOs(2)(3) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income(6) (in millions) | EVA®(7) (in millions) | | | | | | | | | Ball Total Shareholder Return(4) | Peer Group Total Shareholder Return(4)(5) | | | | 2024 | $N/A | $12,329,337 | $N/A | $18,286,482 | $3,531,615 | $4,375,184 | $90 | $137 | $4,008 | $365.6 | | 2023 | $N/A | $9,318,556 | $N/A | $12,840,113 | $2,938,316 | $3,598,245 | $93 | $119 | $707 | $140.9 | | 2022 | $9,355,973 | $6,839,380 | $(13,778,165) | $(1,197,919) | $2,920,660 | $(968,660) | $81 | $110 | $719 | $63.7 | | 2021 | $13,924,380 | $N/A | $17,348,994 | $N/A | $4,348,433 | $4,895,797 | $151 | $134 | $878 | $289.8 | | 2020 | $13,875,858 | $N/A | $46,128,593 | $N/A | $3,339,322 | $9,252,715 | $145 | $121 | $585 | $271.2 |

  107. ROAIC metric — The other half of the LTCIC award is based on average ROAIC performance over the three-year

    | PEO Summary Compensation Table (SCT) Total to Compensation Actually Paid (CAP) Reconciliation | | | | | | | | Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2022 | 12/31/2023 | 12/31/2024 | | Fiscal Year | 2020—1st PEO | 2021—1st PEO | 2022—1st PEO | 2022—2nd PEO | 2023—2nd PEO | 2024—2nd PEO | | SCT Total | $13,875,858 | $13,924,380 | $9,355,973 | $6,839,380 | $9,318,556 | $12,329,337 | | − Defined Benefit Pension Compensation included in SCT | $(450,696) | $(186,605) | $— | $— | $(174,155) | $(111,795) | | + ASC Service Cost for All Defined Benefits Plans in Fiscal Year | $145,018 | $149,468 | $144,577 | $54,840 | $50,534 | $52,099 | | − Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(6,080,002) | $(6,520,023) | $(6,519,959) | $(5,213,423) | $(5,800,017) | $(6,429,985) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $13,460,031 | $6,283,459 | $1,153,420 | $1,550,659 | $8,810,484 | $9,607,295 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $22,372,515 | $4,883,938 | $(16,788,025) | $(4,004,324) | $465,890 | $2,812,838 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | $— | $— | $— | $— | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $2,801,549 | $(1,185,622) | $(1,124,151) | $(425,050) | $168,821 | $26,693 | | − Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $— | $— | $— | $— | $— | | + Dividends Accrued not included in Fair Values | $4,320 | $— | $— | $— | $— | $— | | Compensation Actually Paid | $46,128,593 | $17,348,994 | $(13,778,165) | $(1,197,919) | $12,840,113 | $18,286,482 |