Michael Cave
About Michael J. Cave
Independent director of Ball Corporation since 2014; age 64. Career includes 31 years at The Boeing Company, serving as Senior Vice President and President of Boeing Capital Corp (2010–2014), SVP Business Development & Strategy, VP Business Strategy & Marketing (2006–2009), and CFO of Boeing Commercial Airplanes (2003–2006) . Committees: Audit and Finance; determined independent; identified as an Audit Committee financial expert alongside other audit members . Attendance: each director attended more than 75% of aggregated Board/committee meetings and the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Senior Vice President; President, Boeing Capital Corp | 2010–2014 | Led financing arm; senior oversight of strategy and capital solutions |
| The Boeing Company | Senior Vice President, Business Development & Strategy | Pre-2010; through 2009 | Corporate strategy development |
| Boeing Commercial Airplanes | VP Business Strategy & Marketing | 2006–2009 | Product strategy, go-to-market |
| Boeing Commercial Airplanes | Chief Financial Officer | 2003–2006 | Financial leadership of large P&L |
| Boeing Airplane Programs | Vice President & General Manager | Not disclosed | Product development, business results |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Esterline Technologies | Director | Past 5 years (ended) | Aerospace/defense supplier; governance experience |
| Aircastle Limited | Director | Past 5 years (ended) | Aircraft leasing; capital market exposure |
| Harley-Davidson, Inc. | Director | Past 5 years (ended) | Consumer/manufacturing board |
| Current public company boards | None | — | Ball proxy lists “None” |
Board Governance
- Independence: 9 of 10 Ball directors independent; Cave identified as independent .
- Committees and roles:
- Audit Committee member (Committee composed exclusively of independent directors; all members are financially literate and designated audit committee financial experts) .
- Finance Committee member .
- Meeting cadence: 2024 Board met 6x; committees held meetings across Audit (~5), Finance (~4), Human Resources (~6), Nominating (~4); total 25 meetings . Cave attended ≥75% of aggregate meetings and the 2024 Annual Meeting .
- Lead Independent Director structure exists (Taylor II), with defined responsibilities and regular executive sessions .
Fixed Compensation
| 2024 Director Compensation Program Elements | Annual Amount | Notes |
|---|---|---|
| Fixed cash retainer | $90,000 | Non-employee directors |
| Target incentive cash retainer | $15,000 | Performance-based, 0–$30,000 range |
| RSU annual grant (continuing directors) | $155,000 | 2,378 RSUs @ $65.19 on 4/24/24 |
| Committee chair retainers (Audit/HR/Finance/NCG) | $20,000 / $20,000 / $15,000 / $15,000 | Paid to committee chairs |
| Lead Independent Director retainer | $30,000 | — |
| Special meeting/assignment fee (per meeting) | $750 | — |
| Michael J. Cave — 2024 Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $105,000 |
| Stock awards (RSUs; fair value) | $155,022 |
| Non-equity incentive (performance retainer) | $30,000 |
| All other compensation (incl. plan match) | $20,000 |
| Total | $310,022 |
Note: Base cash retainer is $90,000; Cave’s cash fees were $105,000, consistent with program structure that pays additional retainers for certain committee leadership roles. The proxy does not explicitly identify Cave as a committee chair .
Performance Compensation
| Metric | Design Details | 2024 Outcome |
|---|---|---|
| Director incentive retainer | Same performance measures as Annual EVA Incentive Plan (EVA® framework) | 200% of $15,000 target → $30,000 paid |
| EVA® thresholds used in Ball’s annual incentive plan | Threshold −$76.5m; Target $153.5m; Maximum $268.5m | Actual EVA® $365.6m → 200% payout factor |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None |
| Prior public boards (last 5 yrs) | Esterline Technologies; Aircastle Limited; Harley-Davidson, Inc. |
| Potential interlocks | Ball states any relationships with companies on whose boards directors serve are arm’s length under its related-person transaction policy . No Cave-specific related-party transactions disclosed . |
Expertise & Qualifications
- Finance and accounting expertise; designation as audit committee financial expert .
- Broad experience in marketing and information systems from Boeing roles .
- Recognitions: Award for Executive Excellence by Hispanic Engineer National Achievement Awards Corporation (2004) .
- Public company board experience and global operations background; skills matrix shows finance/accounting, operations/strategy, governance, and public company board experience .
Equity Ownership
| Ownership Element (as of Feb 20, 2025 or Dec 31, 2024) | Amount |
|---|---|
| Shares beneficially owned | 21,813; less than 1% of class |
| Deferred share or stock unit equivalents | 13,613 |
| Aggregate outstanding stock awards (RSUs), Dec 31, 2024 | 36,198 |
| Director stock ownership guideline | 5× (fixed cash retainer + target incentive retainer); compliance required within 5 years |
| Compliance status | All nonmanagement directors are compliant; only Ms. Ives (joined 2021) and Mr. Erter (joined 2024) still in process — implies Cave is compliant |
| Anti-hedging/anti-pledging | Directors prohibited from hedging, pledging, short selling; no margin accounts |
| Pledging status | Proxy notes no shares pledged within group disclosure; no Cave-specific pledging disclosed |
Governance Assessment
- Strengths:
- Independent director with deep finance and operating experience; Audit and Finance committee memberships; audit financial expert designation reinforces oversight quality .
- Strong attendance and engagement (≥75% of meetings; present at 2024 Annual Meeting) .
- Ownership alignment via RSU grants, deferred stock units, and adherence to stringent director ownership guidelines; anti-hedging/anti-pledging policies reduce misalignment risk .
- No current public-company interlocks; no related-party transactions disclosed pertaining to Cave; Ball’s related-person transaction policy rigor provides preclearance and oversight .
- Watch items:
- Tenure since 2014; while board emphasizes balanced refreshment and diversity, longer tenure can be monitored for independence erosion risk; Ball highlights diversity, refreshment and average tenure of ~8 years .
- Cash fees above base retainer suggest potential committee leadership roles; chair status not explicitly disclosed in proxy (investors may seek clarity on chair responsibilities and rotation) .
Overall, Cave’s finance-heavy background and audit expertise support board effectiveness in financial oversight, with solid attendance and alignment practices. No material conflicts or red-flag related-party exposures are disclosed; compensation structure (fixed retainer + performance retainer + RSUs) aligns director incentives with Ball’s EVA®, TSR and long-term value creation frameworks .