Todd Penegor
About Todd A. Penegor
Todd A. Penegor, age 59, has served as an independent director of Ball Corporation since 2019. He is President and Chief Executive Officer of Papa Johns (joined August 2024) and previously served as President & CEO (2016–February 2024) and CFO (2013) of The Wendy’s Company; prior roles include Kellogg Company (2000–2013) and Ford Motor Company. He holds a B.S. in accounting and an MBA in finance from Michigan State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Papa Johns International | President & CEO | Joined Aug 2024 – Present | Strategic and operational leadership of a global restaurant franchisor |
| The Wendy’s Company | President & CEO; CFO | CFO (2013); CEO (2016–Feb 2024) | Led transformation and growth; finance leadership |
| Kellogg Company | Multiple leadership roles | 2000–2013 | Key leadership positions across finance/operations |
| Ford Motor Company | Strategy, M&A, Controller’s office, Treasury | ~12 years | Corporate finance and strategic projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Papa Johns International | Director | Current | Also Trustee, Papa Johns Foundation |
| Dutch Bros | Director | Current | Coffee chain board seat |
Board Governance
- Independence: Penegor is an independent director; Ball’s Board is 9/10 independent and all four committees are composed exclusively of independent directors .
- Committee memberships and chair roles:
- Audit Committee member (Audit Committee members are financially literate and deemed “audit committee financial experts”) .
- Human Resources (HR) Committee member and appointed HR Committee Chair effective October 1, 2024 .
- Attendance: The Board held 6 meetings in 2024; every director attended more than 75% of Board and relevant committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions with nonmanagement and independent directors; Lead Independent Director chairs executive sessions .
Fixed Compensation
| Component | 2024 Detail | Amount |
|---|---|---|
| Annual cash retainer | Program: $90,000 for nonmanagement directors | $90,000 |
| Fees earned (cash) | Penegor’s total cash fees earned in 2024 | $95,750 |
| Equity – RSUs (annual) | 2,378 RSUs granted (closing price $65.19 on Apr 24, 2024); fair value | $155,022 |
| Special meeting/assignment fee | $750 per meeting/assignment (program term) | As incurred |
| Other compensation | Company match in director stock plan; matching gifts (program); Penegor received other comp | $16,880 (program elements include 20% stock plan match up to $20,000; matching gifts) |
| Director stock ownership guideline | Required: 5x fixed annual retainer + target annual incentive; compliance | All nonmanagement directors (incl. Penegor) in compliance; two newer directors still in process |
Performance Compensation
| Metric | Program Term | Target/Payout Basis | Penegor 2024 |
|---|---|---|---|
| Annual incentive cash retainer (director) | Subject to same performance measures as Annual EVA® Incentive Plan; payout $0–$30,000 | Target $15,000; payout factor tied to EVA® dollars | $30,000 (200% of target) |
| Corporate EVA® performance (reference) | EVA® component payout framework (NEO plan basis used by director incentive) | Threshold −$76.5m (0%), Target $153.5m (100%), Max $268.5m (200%) | Actual EVA® $365.6m (200% payout factor) |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Exposure |
|---|---|---|
| Papa Johns International | Customer/partner exposure | No Ball-related transactions disclosed; Board policy states any relationships with companies on whose boards Ball directors serve are arm’s-length |
| Dutch Bros | Customer/partner exposure | No Ball-related transactions disclosed |
Expertise & Qualifications
- Financial expertise: Audit Committee service; Board determined Audit members are audit committee financial experts .
- Executive leadership: CEO roles at Papa Johns and Wendy’s; senior finance roles at Kellogg and Ford (global operations, P&L, strategy, M&A) .
- Education: B.S. Accounting and MBA Finance (Michigan State University) .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 10,397; percent of class “*” (<1%) |
| Deferred share/stock unit equivalents | 4,346 |
| Aggregate outstanding stock awards (Dec 31, 2024) | 9,671 |
| Anti-hedging/anti-pledging | Company policy prohibits hedging and pledging by directors and officers |
| Shares outstanding (context) | 282,378,872 (Feb 20, 2025) |
Governance Assessment
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Key strengths:
- Independent director with deep CEO/CFO experience; Audit Committee financial expertise enhances oversight .
- Elevated engagement: HR Committee Chair since Oct 2024; signs HR Committee report, signaling active compensation governance leadership .
- Strong attendance and compliance with robust ownership guidelines; regular executive sessions reinforce independent oversight .
- Clear policies: anti-hedging/anti-pledging, related-party transaction review, and arm’s-length treatment of cross-board relationships .
-
Signals and shareholder feedback:
- Director election support at 2025 Annual Meeting: Penegor received 166,206,794 For vs 58,120,468 Against; notably higher opposition relative to peers, indicating investor scrutiny of his workload/tenure or external commitments. Monitor future votes and engagement actions .
- Say-on-pay (NEOs) advisory vote passed: 208,611,220 For; 15,297,048 Against; aligns with Ball’s reported multi-year ~93% average support for NEO pay .
-
RED FLAGS to monitor:
- Elevated “Against” votes in director election versus other nominees suggest confidence risk requiring continued shareholder outreach and clarity on committee leadership time commitments .
- Multiple concurrent roles (public company CEO + two public boards) increase overboarding/time-allocation scrutiny from governance-focused investors, even absent specific Ball-related conflicts .
Related-Party Transactions and Conflicts
- Proxy discloses related-person policies and specific transactions; none involve Penegor. Example disclosures include compensation for the CEO’s spouse employed at Ball and an external consulting engagement where a senior executive’s spouse was an independent contractor unrelated to Ball’s scope .
- Board policy mandates review/approval of any related-person transactions and confirms arm’s-length relationships with companies where directors serve on boards .
Compensation Committee Analysis (Context)
- HR Committee composed entirely of independent directors; engages an independent consultant (Farient Advisors) reporting directly to the committee; independence assessed with no conflicts found .
- Penegor was appointed HR Committee Chair effective Oct 1, 2024; the committee oversees CEO pay, executive incentives, succession planning, risk assessments, and comp consultant engagement .
Shareholder Meeting Vote Results (2025) – Selected Items
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election – Todd A. Penegor | 166,206,794 | 58,120,468 | 250,421 | 15,699,114 |
| Say-on-Pay (NEOs) | 208,611,220 | 15,297,048 | 669,415 | 15,699,114 |
| Auditor ratification (PwC) | 221,549,791 | 18,428,315 | 298,691 | 15,699,114 |
| Articles amendment (remove default Board size) | 223,217,239 | 735,968 | 624,476 | 15,699,114 |
Director Compensation (2024) – Penegor
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,750 |
| Stock Awards (RSUs) | $155,022 |
| Non-Equity Incentive (Director EVA® retainer) | $30,000 |
| All Other Compensation | $16,880 |
| Total | $297,652 |
Policy Framework (Alignment and Risk Controls)
- Anti-hedging/anti-pledging policies for directors and executives .
- Clawback/recoupment policy adopted in Oct 2023 (Exchange Act Section 10D-1/NYSE 303A.14 compliance)—robust recovery provisions (primarily executive-focused) .
- Change-in-control agreements utilize double-trigger; excise tax gross-ups eliminated for agreements entered after Jan 1, 2010; do not apply to current executive officers .
Notes on Committee Activity and Meetings
- Committee meetings held in 2024: Audit (count not shown inline but total Board and committee meetings tally = 25 across Board and committees), Finance, HR, and Nominating/Corporate Governance; Audit Committee report signed by Penegor among others .
Overall, Penegor brings substantial operating and finance expertise and leads the HR Committee, but his unusually high opposition vote in the 2025 director election is a governance signal to monitor, especially given concurrent external CEO and board commitments .