John Panichella
About John E. Panichella
John E. Panichella was elected to Ball’s Board of Directors on October 29, 2025 and appointed to the Audit and Finance Committees, bringing over three decades of operating leadership in water treatment and specialty chemicals, including serving as CEO of Solenis since 2014 and prior senior roles at Ashland Specialty Ingredients, GE Water & Process Technologies, and BetzDearborn . Ball disclosed no arrangements or family relationships tied to his election and no related-party transactions requiring Item 404(a) disclosure; his initial Form 3 filed November 3, 2025 reported no beneficial ownership of Ball securities at appointment .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashland Specialty Ingredients | Senior leadership roles | Not disclosed | Led innovation and expansion into emerging markets |
| GE Water & Process Technologies | Senior leadership roles | Not disclosed | Senior operating roles in water-focused businesses |
| BetzDearborn | Senior leadership roles | Not disclosed | Specialty chemicals and water treatment experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solenis | Chief Executive Officer | 2014–present | Leads global sustainable solutions for water‑intensive industries; transformation and growth track record |
Board Governance
- Election date: October 29, 2025; committee assignments: Audit Committee (member) and Finance Committee (member) .
- Independence and conflicts: Ball stated no arrangements, no family relationships, and no related‑party transactions requiring disclosure for Panichella at election . Ball’s committees operate under charters and are composed exclusively of independent directors .
- Committee mandates:
- Audit: oversight of accounting policies, internal controls, disclosure controls, independent auditor performance, internal audit, and legal/regulatory compliance .
- Finance: oversight of financing, risk management activities, retirement plans/insurance, and policies on interest rates, commodity and currency hedging .
Fixed Compensation
Ball’s non‑employee director program (2024 structure; set by the Nominating/Corporate Governance Committee using market data from an independent consultant) includes the following cash and equity elements :
| Element | Annual Amount (USD) | Notes |
|---|---|---|
| Fixed cash retainer | $90,000 | Paid to all non‑employee directors |
| Target incentive cash retainer | $15,000 | Performance‑linked; see next section |
| Annual RSU award | $155,000 | 2,378 RSUs at $65.19 grant price in 2024; value framework |
| One‑time RSU for newly elected directors | $150,000 | Granted upon joining the Board (policy) |
| Audit Committee Chair retainer | $20,000 | Incremental cash |
| Human Resources Committee Chair retainer | $20,000 | Incremental cash |
| Finance Committee Chair retainer | $15,000 | Incremental cash |
| Nominating/Corporate Governance Chair retainer | $15,000 | Incremental cash |
| Lead Independent Director retainer | $30,000 | Incremental cash |
| Special meeting/assignment fee | $750 per meeting | As needed |
Notes: The proxy describes program structure for 2024; newly elected directors receive a one‑time $150,000 RSU grant upon joining per policy, though Panichella’s specific grant timing/amount has not been separately disclosed .
Performance Compensation
Ball applies EVA‑based performance mechanics to the director incentive retainer (same corporate measures as the Annual EVA Incentive Plan), with payouts from $0–$30,000 depending on performance . The EVA framework and 2024 outcomes are as follows:
| Measure | Threshold (0% payout) | Target (100% payout) | Maximum (200% payout) | 2024 Actual | Notes |
|---|---|---|---|---|---|
| Consolidated EVA dollars vs target | −$76.5m | $153.5m | $268.5m | $365.6m | 2024 EVA exceeded target by $212.1m; EVA component paid at 200% for applicable plans |
| Director incentive retainer | $0 | $15,000 | $30,000 | 200% factor applied in 2024 (program) | Director program states retainer uses same measures; 2024 performance factor was 200% |
Clarification: 2024 payout levels reflect program outcomes for that year; Panichella joined in late 2025, and his specific performance payout has not been disclosed .
Other Directorships & Interlocks
| Company | Role | Current Public Company Board? | Potential Interlock/Exposure | Status |
|---|---|---|---|---|
| Solenis | CEO | Not disclosed in Ball filings | Supplier/industry adjacency to water‑intensive manufacturing; monitor for any commercial ties | Ball disclosed no related‑party transactions at election; policy requires review/approval of any related‑person transactions |
Expertise & Qualifications
- Deep operating and P&L leadership in water treatment and specialty chemicals; global transformation and growth experience (Solenis CEO since 2014; prior senior roles at Ashland, GE Water & Process Technologies, BetzDearborn) .
- Relevant exposure to sustainability and industrial process efficiency; perspective valuable to Ball’s manufacturing and resource‑efficiency agenda .
- Governance fit: Appointment to Audit and Finance aligns with oversight of financial controls, risk management, and hedging policies .
Equity Ownership
| Security | Amount Beneficially Owned | Ownership Form | As of Date | Source |
|---|---|---|---|---|
| Ball Corporation Common Stock | 0 | N/A | Nov 3, 2025 | Form 3 initial statement (no securities beneficially owned) |
Stock ownership alignment policies:
- Non‑employee director stock ownership guideline: hold Ball stock valued at 5× (fixed annual cash retainer + target incentive cash retainer); compliance required within 5 years of election .
- Anti‑hedging and anti‑pledging policies apply to executives and directors; robust clawback applies to incentive compensation .
Governance Assessment
- Board effectiveness signals: Appointment to Audit and Finance places Panichella directly on financial control and risk oversight vectors; committees are independent and operate under detailed charters .
- Independence/conflicts: Ball disclosed no arrangements, family relationships, or related‑party transactions tied to his appointment; any future related‑person transactions are subject to formal review under Board policy .
- Ownership alignment: Initial Form 3 shows zero holdings; stock ownership guidelines require meaningful accumulation within five years; anti‑hedging/pledging policies support alignment with shareholder interests .
- Compensation governance: Director pay structure combines fixed cash, modest performance‑linked cash retainer tied to EVA, and RSUs (including a one‑time grant for new directors), set using independent consultant market data—supports pay‑for‑performance without excessive risk .
RED FLAGS: None identified at appointment—no related‑party transactions; no arrangements; committee independence. Watchpoints: monitor for any Solenis‑Ball commercial relationships (would be captured by Ball’s related‑person transaction policy), and track progress toward director stock ownership guideline compliance .