Cathy Ross
About Cathy D. Ross
Independent director of Ball Corporation since 2017; age 67; former CFO and Executive Vice President of FedEx Express (2010–July 2014) with a 30-year FedEx career spanning financial planning, reporting, controls, and long-range strategy. Holds an MBA (finance) from the University of Memphis and a BS in Accounting from Christian Brothers University; recognized as an Audit Committee Financial Expert and serves on Ball’s Audit and Nominating/Corporate Governance Committees . Ball’s Board deems her independent; 9 of 10 directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Express | Chief Financial Officer & Executive Vice President | 2010–July 2014 | Led worldwide financial affairs (planning, reporting, controls), global financial service centers, business technology, long-range strategic planning; member of executive committee . |
| FedEx Express | Senior Vice President & Chief Financial Officer | 2004–2010 | Senior finance leadership . |
| FedEx Express | Vice President, Express Financial Planning | 1998–2004 | Corporate planning and analysis . |
| FedEx (earlier) | Various finance roles | 1984–1998 | Progressively responsible finance roles across company . |
| Kimberly-Clark; P&G subsidiary | Finance | Not disclosed | Cost analysis; early career roles . |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Steelcase, Inc. | Director | Current | Not disclosed in Ball proxy . |
Board Governance
- Independence: Independent director; Board is 90% independent (9 of 10) .
- Committees: Audit Committee (member; Audit Committee Financial Expert), Nominating/Corporate Governance Committee (member) .
- Attendance: Board met 6 times in 2024; every director attended >75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Director since: 2017 .
- Skills: Finance/accounting, global operations; designated financial expert; prior large-scale operating experience .
Fixed Compensation (Non-Employee Director Program)
| Element | 2024 Amount |
|---|---|
| Fixed annual cash retainer | $90,000 |
| Target incentive cash retainer (performance-based) | $15,000 (0–$30,000 range) |
| Annual RSU grant | $155,000 grant-date value |
| Committee chair retainers (if applicable) | Audit Chair $20,000; HR Chair $20,000; Finance Chair $15,000; Nominating/CG Chair $15,000 |
| Lead Independent Director retainer | $30,000 |
| Special meeting/assignment fee | $750 per meeting |
| 2024 Director Compensation (Cathy D. Ross) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 110,000 |
| Stock Awards (RSUs) | 155,022 |
| Non-Equity Incentive Plan Compensation | 30,000 |
| All Other Compensation | 25,000 |
| Total | 320,022 |
Notes:
- “All Other Compensation” includes items such as the 20% company match (up to $20,000) in the Director Deferred Compensation Company Stock Plan and Matching Gifts; these categories are specifically cited as applicable to directors including Ms. Ross .
Performance Compensation (Director)
| Component | Performance Metric(s) | 2024 Payout Mechanics | 2024 Outcome |
|---|---|---|---|
| Annual incentive cash retainer | EVA-based measures (company-wide), aligned with Annual EVA Incentive Plan | Target $15,000; payout range $0–$30,000 based on results | 200% performance factor applied; Ms. Ross received $30,000 . |
| EVA result (context) | EVA dollars vs. target | 200% payout at ≥$115m above target; threshold at –$230m vs. target | Ball’s consolidated EVA exceeded target by $212.1m in 2024 . |
Other Directorships & Interlocks
| Company | Relationship to Ball | Interlock/Transaction Disclosure |
|---|---|---|
| Steelcase, Inc. | Unrelated industry | No related-party transaction involving Ms. Ross disclosed; Board policy requires review/approval of related-person transactions; 2024 related-person examples did not involve Ms. Ross . |
No interlocks or related-party transactions involving Ms. Ross are disclosed. Related-person procedures are in place; disclosed 2024 related-party items concern other individuals (e.g., CEO spouse compensation; consultant tied to senior VP’s spouse) .
Expertise & Qualifications
- Financial leadership: Former CFO and EVP of FedEx Express; deep expertise in financial planning, controls, and global operations .
- Audit oversight: Audit Committee member; designated Audit Committee Financial Expert; signed 2024 Audit Committee Report .
- Governance: Member of Nominating/Corporate Governance Committee; experience in board composition/evaluation oversight .
- Education: MBA (finance) University of Memphis; BS Accounting Christian Brothers University .
Equity Ownership
| Category | Amount |
|---|---|
| Shares beneficially owned | 16,407 (less than 1% of class) |
| Deferred share/stock unit equivalents | 16,407 |
| RSUs/restricted stock units outstanding | 17,387 |
| Ownership guidelines (directors) | 5× (fixed retainer + target incentive) required; five-year deadline |
| Compliance with guidelines | All nonmanagement directors in compliance; only Ms. Ives and Mr. Erter still in-process (thus Ms. Ross is compliant) |
| Anti-hedging/anti-pledging | Directors prohibited from hedging/pledging; no margin accounts |
| Shares pledged as collateral | None indicated for directors as a group; no pledges included in disclosed totals |
Governance Assessment
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Strengths
- Independent, financially sophisticated director with large-cap CFO experience; designated Audit Committee Financial Expert; sits on both Audit and Nominating/Corporate Governance—supports robust oversight of reporting, controls, and board refreshment .
- Strong engagement record: Board met 6 times in 2024; all directors exceeded 75% attendance and attended the annual meeting .
- Pay and ownership alignment: Mix of fixed cash, performance-based cash retainer tied to EVA, and equity; 2024 pay reflected strong company EVA performance; in compliance with director stock ownership guidelines; anti-hedging/pledging in place .
- No related-party conflicts disclosed involving Ms. Ross; Section 16(a) delinquency notices did not cite her .
-
Watch items
- External board seat (Steelcase) does not present an obvious conflict with Ball’s packaging franchise; continue to monitor for any supplier/customer relationships that could arise (none disclosed) .
-
RED FLAGS
- None disclosed specific to Ms. Ross (no attendance shortfalls, related-party transactions, hedging/pledging, or tax gross-ups) .