Betty Sapp
About Betty J. Sapp
Betty J. Sapp is an independent director at Ball Corporation, serving since 2019, age 69, with committee memberships on Finance and Human Resources . She is the former Director of the U.S. National Reconnaissance Office (NRO) and previously served as Principal Deputy Director at NRO, Deputy Under Secretary of Defense for Portfolio, Programs and Resources, and held roles at the CIA and as a U.S. Air Force officer (17 years); she holds a B.S. in biological sciences (magna cum laude) and an MBA from the University of Missouri, is Level III certified in government acquisition and a certified defense financial manager .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Reconnaissance Office (NRO) | Director (18th Director; first woman) | 2012–Jun 2019 | Led effort achieving first clean independent audit for Intelligence Community |
| National Reconnaissance Office (NRO) | Principal Deputy Director | Appointed 2009 | Senior leadership in space and cybersecurity domains |
| U.S. Department of Defense | Deputy Under Secretary of Defense for Portfolio, Programs and Resources (Intelligence) | Prior to NRO Director role | Oversight of acquisition/financial management |
| Central Intelligence Agency (CIA) | Senior roles | Prior to DoD roles | Cybersecurity and related experience |
| United States Air Force | Officer (acquisition & financial management on space/aircraft systems) | 17 years | Acquisition and financial management expertise |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| None | — | — | — |
Board Governance
- Independence: Independent director; Ball’s board independence policy aligns with NYSE standards, and 9 of 10 directors are independent; all board committees are entirely independent .
- Committee assignments (FY2024): Finance Committee and Human Resources Committee member; no chair roles indicated for Ms. Sapp .
- Attendance/Engagement: Board held six meetings in 2024 and committees held 19 additional meetings (total 25); every director attended more than 75% of aggregate board and committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Nonmanagement directors meet separately at each regular board meeting; independent directors meet in executive session at least annually, chaired by the Lead Independent Director .
- Retirement policy: Mandatory retirement age of 75 for directors .
- Risk oversight: Finance Committee oversees financing, risk management, hedging policies; HR Committee oversees executive compensation, succession planning, compensation-related risks .
| Committee | Chair | Members | Meetings | Primary Responsibilities |
|---|---|---|---|---|
| Finance | Not specified | Cave, Ives, Mariani, Niekamp, Sapp | Not disclosed | Financing, risk mgmt, retirement plans, hedging policies |
| Human Resources | Todd A. Penegor (effective Oct 1, 2024) | Penegor, Erter, Niekamp, Sapp, Taylor II | Not disclosed | CEO/NEO compensation, incentive plans, succession planning, consultant engagement, risk assessment |
| Audit | Not relevant to Sapp | Ross, Bryant, Cave, Penegor | Not disclosed | Financial reporting, controls, auditor oversight |
| Nominating/Corporate Governance | Not relevant to Sapp | Taylor II, Bryant, Erter, Ives, Mariani, Ross | Not disclosed | Governance, sustainability, cybersecurity oversight |
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fixed annual cash retainer | $90,000 | Standard nonmanagement director cash retainer |
| All Other Compensation | $22,000 | Includes up to 20% company match (max $20,000) under 2017 Deferred Compensation Company Stock Plan for Directors and matching charitable donations |
| Special meeting/assignment fee (per meeting) | $750 | Paid when applicable |
Program structure: 2024 program unchanged from 2023; comprised of fixed cash retainer, target incentive cash retainer, RSU award; additional chair/lead independent retainers apply to those roles (Sapp not a chair/lead independent) .
Performance Compensation
| Component | Target/Grant | Actual/Structure | Performance Metrics |
|---|---|---|---|
| Annual incentive cash retainer | $15,000 target | $30,000 paid (200% performance factor) | EVA-based measures per Annual EVA Incentive Plan |
| Annual RSU award | 2,378 RSUs; Grant valued $155,022 (closing price $65.19 on Apr 24, 2024) | Stock awards $155,022 | Service-based RSUs; newly elected directors receive one-time $150,000 RSUs |
| Options | None | — | — |
Notes: The 2024 director incentive retainer payout reflected a 200% performance factor applied to the $15,000 target for all nonmanagement directors; Sapp received $30,000 . RSU grant mechanics and valuation per Topic 718; annual award standardized across continuing directors .
| 2024 Director Compensation Summary (Sapp) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (RSUs) | $155,022 |
| Non-Equity Incentive (Annual Incentive Retainer) | $30,000 |
| All Other Compensation | $22,000 |
| Total | $297,022 |
Other Directorships & Interlocks
| Director | Other Current Public Company Boards | Potential Interlocks |
|---|---|---|
| Betty J. Sapp | None | None disclosed; Ball policy requires arm’s length relationships where directors serve on other boards |
Expertise & Qualifications
- Government, cybersecurity, and defense expertise from senior NRO and CIA roles; acquisition and financial management background with USAF (17 years) .
- Level III government acquisition certification and defense financial manager certification; B.S. and MBA from University of Missouri (magna cum laude for B.S.) .
- Skills matrix reflects strong coverage across executive leadership and finance/accounting among directors; Sapp contributes public company board experience and relevant industry experience in public policy/trade and sustainability domains per board skills overview .
Equity Ownership
| Item | Shares/Units | Notes |
|---|---|---|
| Shares beneficially owned | 10,588; less than 1% of class (*) | |
| Deferred share/stock unit equivalents | 5,766 | |
| Restricted Stock Units (outstanding) | 10,535 | |
| Aggregate outstanding stock awards (12/31/2024) | 10,535 |
Ownership guidelines and alignment:
- Non-employee director stock ownership guideline: 5x fixed annual cash retainer plus target annual incentive cash retainer; five years to attain. All nonmanagement directors are in compliance; Ms. Ives and Mr. Erter are in process based on their start dates, implying Sapp meets guidelines .
- Anti-hedging and anti-pledging policy: Directors are prohibited from hedging, holding in margin accounts, or pledging Ball securities as collateral .
Governance Assessment
- Board effectiveness: Sapp’s finance/acquisition rigor and cybersecurity oversight add valuable skills to Finance and HR committees, complementing Ball’s ERM and cybersecurity governance structure (Governance Committee primary oversight of sustainability and cybersecurity risks) .
- Independence and engagement: Independent since 2019 with committee-only independent membership; attendance exceeded 75% alongside all directors, supporting strong engagement .
- Pay and alignment: Director pay mix balances fixed cash, performance-based incentive (EVA-linked), and equity RSUs; no director options; 2024 incentive paid at 200% illustrates company performance alignment and standardized application across directors .
- Ownership and risk: Compliance with robust director ownership guidelines and strict anti-hedging/pledging mitigates misalignment risk; no related-party transactions involving Sapp disclosed .
- Shareholder signaling: 2025 say-on-pay received 208,611,220 “For” vs 15,297,048 “Against” and 669,415 “Abstain,” supporting compensation governance and investor confidence; Ball cites an average 93% advisory support over the last three years for NEO compensation .
- Red flags: None identified for Sapp—no other public boards, no disclosed related-party transactions, compliance with ownership guidelines, and prohibited hedging/pledging reduce conflict risk .
Overall signal: Governance quality appears strong with Sapp contributing deep government/cybersecurity expertise and disciplined acquisition/financial oversight on Finance and HR committees, aligned pay/ownership practices, and no evident conflicts—supportive of investor confidence .