Hannah Lim-Johnson
About Hannah Lim-Johnson
Hannah S. Lim-Johnson (age 53) is Senior Vice President, Chief Legal Officer and Corporate Secretary at Ball Corporation; she joined Ball effective September 18, 2023 and has 2 years at Ball and 2 years in her current role as of the 2025 proxy . Her 2024 pay was tied to company EVA and individual goals in the annual plan, and to TSR/ROAIC (cash LTI), EVA growth (PC‑RSUs), and stock price (options) in long-term incentives; Ball’s Pay‑vs‑Performance disclosure shows 2024 Ball TSR value-of-$100 of $90 vs peer $137, and the annual plan’s EVA outcome exceeded target by $212.1m leading to max EVA-component payout .
Performance context (company-level):
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Revenues | $12,062,000,000* | $11,795,000,000* |
| EBITDA | $1,776,000,000* | $1,794,000,000* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Meritor, Inc. (now part of Cummins) | SVP, Chief Legal Officer & Corporate Secretary | — | Led legal and governance at a global commercial vehicle supplier . |
| Kelly Services | Chief Legal Officer | — | Senior leadership in workforce solutions; legal and compliance leadership . |
| PSEG | Senior leadership roles | — | Energy sector legal/leadership roles . |
| ADT Corporation / Tyco International | Senior leadership roles | — | Security/industrial sectors; legal leadership . |
| Law firm (NYC) | Attorney | — | Private practice experience . |
| State of New Jersey | Deputy Attorney General (Civil Division) | — | Government litigation/regulatory experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Minority Corporate Counsel Association (MCCA) | Board member | — | External governance network and DEI legal community leadership . |
Fixed Compensation
| Component | 2024 detail |
|---|---|
| Base Salary | $572,000 (approved Jan 2024; effective Jan 1, 2024) . |
| Discretionary/Other Bonus | $150,000 (SCT “Bonus” column) . |
| All Other Compensation (total) | $170,488 . |
| All Other Compensation – detail | Defined contribution plan contributions: $31,050; Insurance premiums: $490; Discounted securities purchases: $646; Deferred compensation plan contribution: $11,329; Relocation benefits: $126,973 . |
| Pension/SERP | Not eligible; $0 present value in qualified plan and SERP . |
| 2024 total compensation | $2,466,621 (SCT total) . |
Performance Compensation
Annual Incentive (2024)
- Plan design: 80% EVA dollars (enterprise) + 20% Individual Performance Objectives (IPOs); payout range 0–200% of target; bank removed; 200% cap .
- Target opportunity: 80% of base salary; target $457,600 .
- Outcome: EVA result of $365.6m vs target construct gave EVA component at 200%; overall payout 178% of target; payout $814,528 (paid early 2025; $100,000 deferred) .
| Metric | Weight | Target | Actual/Outcome | Payout | Notes/Vesting |
|---|---|---|---|---|---|
| Annual incentive (EVA) | 80% | Target EVA (formula-based) | EVA actual +$212.1m vs target; 200% component cap | Part of 178% overall | Cash paid early 2025 . |
| Annual incentive (IPOs) | 20% | Functional/leadership goals | HR Committee-approved outcomes | Part of 178% overall | Cash; deferral elected $100k . |
Long-Term Incentives (granted 2024)
- Total LTI target value: $950,000 split 20% cash LTCIC, 40% stock options, 40% PC‑RSUs .
- Cash LTCIC metrics: 50% relative TSR vs S&P 500 subset (threshold 37.5th, target 50th, max 75th percentile); 50% ROAIC (7%/9%/11% threshold/target/max); 2024–2026 performance period; 0–200% payout .
- PC‑RSUs: 3-year EVA dollar growth; 0%/4%/8% CAGR gates tied to 0/100/200% vesting; cliff vest after performance certification (~Jan 31, 2027 for 2024 grant) .
- Stock options: 10-year term; 25% vesting annually starting first anniversary; strike = $55.87 for 2024 grant .
| Vehicle | Grant date | Amount/Strike | Metrics/Terms | Vesting |
|---|---|---|---|---|
| Cash LTCIC (target) | 1/24/2024 | $190,000 | 50% TSR vs S&P 500 subset; 50% ROAIC (7/9/11% thresholds) | 3-year, payout 0–200% based on performance . |
| PC‑RSUs (target units/value) | 1/24/2024 | 6,802 units; grant FV $380,028 at $55.87 | EVA dollar growth over 2024–2026 | Cliff vest after performance certification (~Jan 31, 2027) . |
| Stock Options (count/strike/FV) | 1/24/2024 | 21,076 options; $55.87 strike; grant FV $380,000 | Stock price appreciation | 25% annually from first anniversary (10‑year term) . |
2024 realized equity activity (selling/pressure indicators)
- Options exercised in 2024: 0 (no exercises) .
- Stock awards vested in 2024: 6,478 units; value realized $423,920; dividend equivalents paid $5,182 .
Equity Ownership & Alignment
Ownership and overhang
| Holding type | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 12,030 | As of Feb 20, 2025 . |
| Options exercisable within 60 days | 0 | As of Feb 20, 2025 . |
| Deferred stock units | 2,177 | No voting/dispositive power pre‑issuance . |
| RSU shares/units (unvested) | 19,757 | As of Feb 20, 2025 . |
| Ownership % of class | <1% | Asterisk denotes less than 1% . |
Scheduled vesting (time-based RSUs)
- 6,478 units vest on Oct 13, 2025; 6,477 units vest on Oct 13, 2026 (time-based RSUs from prior grants) .
Outstanding awards (12/31/2024 snapshot)
| Instrument | Unexercisable/Unvested | Market/terms |
|---|---|---|
| Stock options (2024 grant) | 21,076 unexercisable; strike $55.87; exp. 1/24/2034 | 25% annual vesting; 10‑year term . |
| Time-based RSUs | 12,955 units; market value $714,209 | Valued at $55.13 year‑end price . |
| PC‑RSUs (unearned) | 6,802 units; market value $374,994 | Subject to EVA performance; ~Jan 31, 2027 certification . |
Alignment policies
- Stock ownership guidelines: SVPs/EVPs at 3x base salary; executives must meet within 5 years; Ms. Lim‑Johnson (joined Sept 2023) is “in process of attaining” the requirement within the timeframe .
- Anti‑hedging/anti‑pledging: Directors and officers prohibited from hedging, shorting and pledging Ball stock; also barred from holding Ball securities in margin accounts .
Employment Terms
Status and policies
- Employment status: At‑will; no employment agreements; executives covered by severance and change‑in‑control (CIC) agreements with non‑compete, non‑solicit, non‑disparagement, and confidentiality covenants; agreements amended in 2008 to conform to 409A .
- CIC double‑trigger: CIC benefits require both a qualifying change in control and an actual or constructive termination; multiples do not exceed 2x pay; no excise tax gross‑ups for currently employed officers .
- Clawback: Incentive Compensation Recoupment Policy adopted Oct 2023; covers erroneously awarded comp post‑restatement and broader misconduct (fraud/intentional misconduct/harm), enabling recovery of cash and equity awards .
Severance/CIC economics (company policy and Ms. Lim‑Johnson specific)
- Policy multiples: Termination without cause — 1.5x base salary + target annual incentive (non‑CEO); CIC termination — 2.0x base salary + target annual incentive (all NEOs), plus specified benefits .
- Ms. Lim‑Johnson — estimated potential payments (assuming 12/31/2024 termination; stock at $55.13; PC‑RSUs/LTCIC at target):
| Scenario | Cash severance | LTCIC | Stock awards | Performance awards | Health & welfare | Perquisites | Total | |---|---:|---:|---:|---:|---:|---:|---:| | Death | — | $190,000 | $714,209 | $374,994 | — | — | $1,279,203 | | Disability | — | $190,000 | $714,209 | $374,994 | — | — | $1,308,484 | | Without Cause | $1,544,400 | — | — | — | $29,281 | $40,000 | $1,613,681 | | CIC Termination | $2,059,200 | $63,333 | $714,209 | $374,994 | $40,930 | $20,000 | $3,272,667 |
Investment Implications
- Pay-for-performance alignment improving: 2024 annual incentive paid at 178% of target driven by EVA outperformance (+$212.1m vs target) and IPOs, while LTI uses TSR, ROAIC, and EVA over multi-year windows; governance features include double‑trigger CIC, no excise gross‑ups, robust clawback, and anti‑pledging/hedging, supporting shareholder alignment .
- Near-term selling pressure: She had no option exercises in 2024 and 6,478 RSUs vested ($423,920 realized); upcoming time‑based RSU vestings in Oct 2025 and Oct 2026 (6,478/6,477 units) could create periodic sell-to-cover flows; options begin vesting annually from Jan 2025 onward at $55.87 strike .
- Retention and cost on separation: Without‑cause severance is 1.5x salary+target bonus; CIC is 2.0x; her individualized modeled totals are $1.61m (without cause) and $3.27m (CIC), plus equity acceleration per plan rules—manageable but material in a change scenario .
- Performance and transformation context: 2024 corporate actions (Aerospace sale, deleveraging, FCF $397m, portfolio optimization, investor day reset) underpin the strong annual incentive outcome, improving fundamental trajectory for legal/risk oversight under the CLO’s remit .
- Ownership alignment and risk controls: In‑process compliance with 3x salary ownership guideline (tenure-based), and strict prohibition on pledging/hedging reduces misalignment and forced‑sale risk .
Appendix: Additional Governance/Compensation Notes
- 2024 LTI mix unchanged vs 2023 (20% cash LTCIC / 40% options / 40% PC‑RSUs); HR Committee targets around 50th percentile market data; Farient Advisors engaged in program review; 2025 design broadens metrics to include volume growth, operating cash flow, EPS, EVA growth, relative TSR, and GHG/Safety .
- Say‑on‑Pay support: Average 93% advisory approval over last three years, indicating stable shareholder backing of compensation practices .
References:
- Appointment and biography details ; signatures on company 8‑Ks as CLO/Corporate Secretary .
- NEO roster with age/tenure .
- Summary Compensation Table and components ; base salary table ; target bonus % and value ; annual payout outcomes ; grants of plan‑based awards and equity terms ; outstanding awards and vesting schedules ; options/stock vested .
- Ownership table and guidelines/anti‑pledging policy .
- Severance/CIC policy summaries and Ms. Lim‑Johnson potential payments .
- Clawback policy .
- Pay‑vs‑Performance and TSR context .
S&P Global disclaimer: Company-level revenue and EBITDA figures are from S&P Global and not from company documents.