John Bryant
About John A. Bryant
Independent director of Ball Corporation since 2018; age 59. Former CEO and Chairman of Kellogg Company with deep finance and operating credentials (former CFO, President North America, President International, COO before CEO 2011–Sep 2017; retired as Chairman Mar 2018). Serves on Ball’s Audit and Nominating/Corporate Governance Committees; Board has determined he is independent and that simultaneous service on two other public-company audit committees does not impair his effectiveness on Ball’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | Chief Executive Officer | Jan 2011 – Sep 2017 | Led a global branded consumer foods company; crisis management, strategy, international expansion credentials |
| Kellogg Company | Chairman of the Board | Retired Mar 2018 | Board leadership |
| Kellogg Company | CFO; President North America; President International; COO | 1998 – 2011 | Accounting/finance expertise; operations and global market experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Flutter PLC | Chairman of the Board | Current | Also sits on two public-company Audit Committees (company names not specified) |
| Compass PLC | Director | Current | External directorship |
| Coca‑Cola European Partners PLC | Director | Current | External directorship |
| W.K. Kellogg Foundation Trust | Trustee | Prior | Non-profit fiduciary role |
| Catalyst; The Consumer Goods Forum; Macy’s Inc. | Director (prior) | Prior | Additional board experience |
Board Governance
- Independence and tenure: Independent; director since 2018 .
- Committee assignments: Audit; Nominating/Corporate Governance (not a chair) .
- Board/committee meetings in 2024: Board 6; Audit 5; Finance 4; Human Resources 6; Nominating/Corporate Governance 4; total 25 .
- Attendance and engagement: Every director attended >75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting. Independent directors meet in executive session at least annually; nonmanagement directors meet separately at each regular Board meeting; Lead Independent Director presides .
- Lead Independent Director: Stuart A. Taylor II, with defined authorities (agenda-setting, executive sessions, shareholder outreach, CEO feedback) .
- Risk oversight: Audit oversees financial/legal risk; Nominating/Corporate Governance oversees ESG, IT and cybersecurity. ERM overseen by CLO; Board receives periodic reports .
Fixed Compensation (Non‑Employee Director Program; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Committee chair retainers | $15,000–$20,000 | Not applicable to Bryant in 2024 (no chair roles) |
| Lead Independent Director retainer | $30,000 | Not applicable to Bryant |
| Special meeting/assignment fee | $750 per meeting | If applicable |
| Bryant – Fees earned (cash) | $90,000 | 2024 Director Compensation Table |
Performance Compensation (Directors)
| Metric/Instrument | Target | 2024 Outcome | Design details |
|---|---|---|---|
| Annual incentive cash retainer | $15,000 | $30,000 (200% of target) | Director incentive tied to company EVA metrics; 2024 performance factor was 200% for all nonmanagement directors |
| RSU annual grant | $155,022 | $155,022 (2,378 RSUs) | Valued at 2,378 RSUs using $65.19 closing price on Apr 24, 2024 |
| Option awards | — | $0 | No option awards for directors in 2024 |
Performance metric reference (companywide EVA program used for incentives):
- 2024 EVA outperformed target by $212.1m; corporate EVA thresholds: 0% payout at -$76.5m vs target, 100% at +$153.5m, 200% at +$268.5m; actual EVA $365.6m → max factor for EVA-linked components .
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential interlock/conflict notes |
|---|---|---|---|
| Flutter PLC | Chairman | Not disclosed | External leadership role |
| Compass PLC | Director | Audit committee member (one of two external audit committees) | Board determined simultaneous audit committee service will not impair Ball Audit duties |
| Coca‑Cola European Partners PLC | Director | Audit committee member (one of two external audit committees) | Relationships with companies where directors serve are at arm’s length per related‑party policy |
Related‑party policy requires review/approval of covered transactions; the proxy discloses certain transactions for other executives in 2024 and states any relationships with companies on whose boards Ball directors serve are at arm’s length. No Bryant‑specific related‑party transactions were disclosed .
Expertise & Qualifications
- Financial and accounting expertise; former public‑company CFO and CEO; extensive branded consumer products, manufacturing, and strategic planning background .
- Public company board and audit committee experience (serves on two external audit committees) .
- Global business operations; crisis management; people leadership .
Equity Ownership
| Item | Detail |
|---|---|
| Aggregate outstanding stock awards (12/31/2024) | 13,634 RSUs (unvested outstanding stock awards) |
| Director stock ownership guideline | 5x the sum of fixed annual cash retainer + target annual incentive; 5‑year compliance window |
| Compliance status | All nonmanagement directors in compliance; new directors (Ms. Ives, Mr. Erter) within window. Bryant not flagged → in compliance |
| Hedging/pledging | Directors prohibited from hedging or pledging company stock |
Governance Assessment
- Strengths: Independent director with deep financial expertise and multi‑industry operating background; active on Ball’s Audit and Nominating/Corporate Governance Committees; strong attendance (>75% and present at 2024 Annual Meeting). Director compensation structure mixes modest cash with equity and an EVA‑linked incentive, aligning with shareholder value creation .
- Alignment: Annual director RSUs ($155k; 2,378 units) and EVA‑based cash incentive encourage ownership and performance linkage; anti‑hedging/anti‑pledging and ownership guidelines enhance alignment .
- Potential risk flags to monitor: Multiple external audit committee memberships could raise bandwidth concerns, though Ball’s Board explicitly determined this does not impair his Audit Committee effectiveness. No Bryant‑specific related‑party transactions disclosed; company policy requires arm’s‑length dealings and formal review of any related‑person transactions .
- Broader signals: Ball reports average 93% say‑on‑pay support over the last three years, suggesting constructive shareholder sentiment toward governance and pay practices; independent HR Committee engages an independent consultant and enforces clawbacks and double‑trigger CIC protections (for executives) .