Cynthia Niekamp
About Cynthia A. Niekamp
Independent director since 2016; age 65. Former senior executive at PPG Industries where she led the Automotive Coatings business (2009–2016) and previously held leadership roles at BorgWarner (President & GM, TorqTransfer Systems), MeadWestvaco (SVP & CFO), TRW, and General Motors; recognized for driving growth, operational performance, and strategic acquisitions across global operations . Current public company directorship: PACCAR, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPG Industries | Senior Vice President, Automotive Coatings | 2009–2016 | Led a multi‑billion revenue business across 15 countries and 6,000+ employees; implemented strategy to improve financial performance and double revenues; expanded into emerging markets, diversified customer base, pursued strategic acquisitions |
| BorgWarner | President & General Manager, TorqTransfer Systems | Not disclosed | Division supplying 4WD systems to major automakers |
| MeadWestvaco (now WestRock) | Senior Vice President & Chief Financial Officer; Vice President, Corporate Strategy | Not disclosed | Executive leadership with finance and strategy oversight |
| TRW; General Motors | Various leadership roles | Not disclosed | Operational and leadership experience in automotive sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PACCAR, Inc. | Director | Current (not disclosed) | Not disclosed |
Board Governance
- Independence: Yes; Ball’s board has 9 of 10 independent directors and committees are composed exclusively of independent directors .
- Committee memberships: Finance Committee and Human Resources (Compensation) Committee (member; no chair role disclosed) .
- Attendance/engagement: Board met 6 times in 2024; every director attended >75% of board and relevant committee meetings; all directors attended the 2024 Annual Meeting . 2024 meetings by committee: Audit 5, Finance 4, Human Resources 6, Nominating/Corporate Governance 4 (total 25) .
- Governance practices: Lead Independent Director role defined (executive sessions, agenda setting, shareholder communication), periodic one‑on‑one CEO–director meetings, annual board and committee evaluations, and independent compensation consultant engaged by HR Committee .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fixed cash retainer | $90,000 | Annual program level determined by Nominating/Corporate Governance Committee using market data |
| Fees earned in cash (actual) | $91,500 | Includes fixed retainer and any applicable special meeting/assignment fees ($750 per meeting) |
| Stock awards (RSUs) | $155,022 | 2,378 RSUs granted at $65.19 closing price on Apr 24, 2024 |
| Option awards | $0 | No option grants to directors |
| All other compensation | $0 | No company match or other items recorded for Ms. Niekamp in 2024 |
Performance Compensation
| Metric/Plan | Target | Performance Outcome | Actual Paid |
|---|---|---|---|
| Annual Incentive Cash Retainer (EVA‑based) | $15,000 target; range $0–$30,000 | 200% performance factor applied company‑wide for 2024 | $30,000 |
- Design: Director incentive retainer follows Ball’s Annual EVA® Incentive Compensation Plan performance measures; payout determined by company EVA metrics; directors may defer incentive and RSU awards under Non‑Qualified Deferred Compensation plans .
Other Directorships & Interlocks
| Company | Relationship to Ball | Notes |
|---|---|---|
| PACCAR, Inc. | Arm’s‑length | Ball’s policy requires review/approval of related‑person transactions; any relationships with companies on whose boards Ball directors serve are arm’s‑length . |
Expertise & Qualifications
- Skills matrix: Corporate Governance, Executive Leadership, Finance & Accounting, Global Business, Operations & Strategy, Public company board experience, Relevant industry experience; also Corporate Responsibility/Sustainability exposure .
- Automotive/industrial operating expertise and M&A/acquisition experience; managed global multi‑country operations with P&L accountability .
- Committee relevance: Finance Committee oversight of financing, risk management, retirement plans, insurance, and hedging policies; HR Committee oversight of CEO and executive compensation programs, succession planning, and compensation risk assessment .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Options Exercisable ≤60 Days | Deferred Share/Stock Units | RSUs/Restricted Shares |
|---|---|---|---|---|---|
| Cynthia A. Niekamp | 17,830 | <1% | 0 | 0 | 29,522 |
| Aggregate outstanding stock awards (as of 12/31/2024) | — | — | — | — | 29,522 |
- Ownership guidelines: All nonmanagement directors must hold Ball stock valued at 5x fixed cash retainer plus target incentive retainer; all nonmanagement directors are in compliance (Ms. Ives and Mr. Erter are in process within allowed timeline) .
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging Ball stock and from holding Ball securities in margin accounts . No pledges disclosed in ownership reporting .
Governance Assessment
- Board effectiveness: Tenured independent director with deep operating, finance, and global industrial experience; active on Finance (risk, hedging, capital) and HR (pay governance) committees, aligning well with Ball’s capital/commodity exposure and pay‑for‑performance framework .
- Alignment & incentives: Meaningful equity exposure via RSUs (29,522 units) and compliant with rigorous 5x ownership guideline; 2024 director incentive retainer paid at 200% of target ($30,000) reflecting company EVA performance, signaling alignment with corporate value creation outcomes .
- Independence & engagement: Independent; attended >75% of meetings; committees composed solely of independent directors; robust governance practices including executive sessions and annual evaluations support effective oversight .
- Conflicts/related‑party exposure: No related‑party transactions disclosed for Ms. Niekamp; Ball’s related‑person policy and arm’s‑length approach to companies on which directors also serve mitigate conflict risk .
- Pay governance quality: HR Committee uses independent consultant; no option grants or tax gross‑ups; strong anti‑hedging/pledging and clawback policies (executive‑focused) with average 93% say‑on‑pay support over the last three years for NEOs—supportive investor sentiment for compensation design rigor .
- Red flags: None disclosed specific to Ms. Niekamp. No attendance shortfalls, no pledging/hedging, no related‑party ties, and no director‑specific pay anomalies reported .
Overall, Ms. Niekamp’s industrial operating and finance background, combined with active roles on Finance and HR committees, supports oversight of Ball’s capital structure, hedging, and pay practices; disclosure shows strong independence, attendance, and ownership alignment without identified conflicts—net positive for investor confidence .