Stuart Taylor II
About Stuart A. Taylor II
Stuart A. Taylor II is Ball’s Lead Independent Director and has served on the Board since 1999; he was elected Lead Independent Director in April 2019. He is age 64 and is Chief Executive Officer of The Taylor Group LLC, a private investment company he founded in 2001 after a 19-year investment banking career at Morgan Stanley and Bear Stearns, where he led M&A and financings, including advising Ball on its 1993 acquisition of Heekin Can Company . He is independent under NYSE standards and is one of 9 independent directors on Ball’s 10-member Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Taylor Group LLC | Chief Executive Officer | Since June 2001 | Founder/CEO of investment company focusing on small/mid-market businesses |
| Bear, Stearns & Co. Inc. | Senior Managing Director, Head of Chicago office | 1999–2001 | Led Chicago office; senior investment banking leadership |
| Morgan Stanley | Corporate Finance (Investment Banking) | ~19 years (pre-1999) | Executed M&A and financings; advised Ball on 1993 Heekin acquisition |
| Ball Corporation | Director | Since 1999 | Presiding Director 2004–2008; Lead Independent Director since 2019 |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Atmus Filtrations Technologies Inc. | Director | Not disclosed in Ball proxy | Listed as current public company board |
| Hillenbrand, Inc. | Director | Not disclosed in Ball proxy | Listed as current public company board |
| Wabash National | Director | Not disclosed in Ball proxy | Listed as current public company board |
Board Governance
- Independence and tenure: Independent director since 1999; Lead Independent Director since 2019 .
- Committee assignments: Member, Human Resources Committee and Nominating/Corporate Governance Committee (committees are fully independent) .
- Lead Independent Director responsibilities: Coordinates independent directors; sets Board agendas with CEO/Corporate Secretary; chairs executive sessions; facilitates CEO succession; presides when Chair absent; available to major shareholders .
- Attendance and engagement: Board met 6 times in 2024; total Board+committee meetings 25; all directors attended >75% of their aggregate meetings and the 2024 Annual Meeting; nonmanagement directors meet separately at each regular meeting; independent directors hold executive sessions at least annually, chaired by the Lead Independent Director .
- Board composition: 9 of 10 directors independent; all four committees comprised exclusively of independent directors .
Fixed Compensation (Non-Employee Director – 2024)
| Element | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 136,500 | Includes fixed annual cash retainer, any chair retainer, and Lead Independent Director retainer under program |
| All Other Compensation | 20,000 | Includes 20% company match up to $20,000 under 2017 Deferred Compensation Company Stock Plan for Directors |
| Program Elements (Reference) | — | Fixed cash retainer $90,000; Lead Independent Director retainer $30,000; special meeting fee $750; no changes to program vs. 2023 |
Performance Compensation (Non-Employee Director – 2024)
| Metric/Vehicle | Target | Performance Factor | Actual Paid | Notes |
|---|---|---|---|---|
| Annual Incentive Cash Retainer | $15,000 | 200% | $30,000 | Based on performance under Ball’s Annual EVA® Incentive Compensation Plan metrics (EVA® principles) |
Other Directorships & Interlocks
- Current public boards: Atmus Filtrations Technologies Inc., Hillenbrand, Inc., Wabash National .
- Related-party policy and interlocks: Ball’s transactions with companies on whose boards directors serve are conducted at arm’s length; any related-person transactions are reviewed under a formal policy overseen by the Nominating/Corporate Governance Committee .
Expertise & Qualifications
- Core credentials: 19 years in investment banking (Morgan Stanley, Bear Stearns); CEO of The Taylor Group LLC since 2001; extensive M&A and financing experience; long-standing Ball Board member with prior Presiding Director role .
- Board skills: Corporate governance, finance and accounting, public company board experience, and operations/strategy noted among Board’s skill matrix categories (Board-level summary) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 233,185 | Sole voting/dispositive unless noted; <1% of class (*) |
| Percent of Class | <1% (*) | Asterisk indicates <1% |
| Shares/Options Exercisable within 60 days | — | None reported for Taylor |
| Deferred Share or Stock Unit Equivalents | 9,525 | Deferred to Company Stock Plans; no voting or dispositive power prior to issuance |
| Restricted Stock Unit Shares/Units | 181,034 | No voting or dispositive power |
| Aggregate Outstanding Stock Awards (12/31/24) | 181,034 | RSU awards outstanding |
- Stock ownership guidelines: Directors must hold Ball stock valued at 5x their fixed annual cash retainer plus target annual incentive retainer; all nonmanagement directors are in compliance. As of Feb 20, 2025, Ms. Ives and Mr. Erter were still within their compliance timeframe; others (including Mr. Taylor) were compliant .
Governance Assessment
- Strengths: Long-tenured independent LID with defined responsibilities that strengthen independent oversight and shareholder engagement; full committee independence; strong attendance; formal related-party review; director incentive tied to EVA® performance, reinforcing pay-for-performance alignment even at the Board level .
- Ownership alignment: Material beneficial and RSU holdings, compliance with robust stock ownership guidelines, and availability of director deferred stock plans with capped company match (20% up to $20k) .
- Potential conflicts: No related-party transactions disclosed involving Mr. Taylor; Ball states any relationships with companies where directors serve are arm’s length; monitor for overlapping interests from The Taylor Group LLC investments though none are disclosed as related-party .
- Shareholder signals: Advisory say-on-pay for executives has averaged 93% support over the last three years, indicating broad investor alignment with compensation governance; independent consultant engaged by HR Committee; double-trigger CIC with ≤2x multiples and no excise tax gross-ups for current executives .
Director Compensation Summary (Taylor – 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 136,500 |
| Stock Awards (RSUs, grant-date fair value) | 155,022 (2,378 RSUs at $65.19 on 4/24/2024) |
| Non-Equity Incentive (Director EVA® Incentive) | 30,000 |
| All Other Compensation | 20,000 (deferred comp company match) |
| Total | 341,522 |
RSU program for nonmanagement directors in 2024: Annual award valued at ~$155k; newly elected directors receive a one-time ~$150k RSU grant; special meeting fee $750 per meeting; LID cash retainer $30k .
RED FLAGS and Watch Items
- Related-party transactions: None disclosed for Mr. Taylor; continue monitoring given external board roles and private investment activities .
- Attendance/engagement risk: Mitigated by >75% attendance and LID role with explicit shareholder-facing responsibilities .
- Equity risk behaviors: No pledging/hedging restrictions for directors are explicitly stated; executive prohibitions are robust, but director-specific hedging/pledging restrictions are not detailed—monitor governance documents for director applicability .