Business Context and Reporting Period
This Form 8-K filing by Ball Corporation, dated November 23, 2009, reports on executive leadership appointments effective January 1, 2010. The filing addresses Item 5.02 regarding the appointment of certain officers and their compensatory arrangements.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation details:
- John A. Hayes (President and COO): Base salary of $725,000; annual incentive target of 85% of base; long-term cash incentive target of 30% of base.
- Raymond J. Seabrook (EVP and COO, Global Packaging): Base salary of $600,000; annual incentive target of 75% of base; long-term cash incentive target of 25% of base.
- Scott C. Morrison (SVP, CFO and Treasurer): Base salary of $400,000; annual incentive target of 60% of base; long-term cash incentive target of 25% of base.
- Shawn M. Barker (VP and Controller): Base salary of $250,000; annual incentive target of 50% of base; long-term cash incentive target of 20% of base.
- Douglas K. Bradford (VP, Financial Reporting and Tax): Compensation package remains unchanged from prior terms.
Material Changes
The primary material change is the restructuring of senior management roles effective January 1, 2010. Additionally, severance benefit agreements for Mr. Hayes and Mr. Morrison are being amended to increase severance multipliers:
- Mr. Hayes: Severance multiplier increases from 1.5 to 2.0 times the sum of annual base salary plus target annual incentive compensation.
- Mr. Morrison: Severance multiplier increases from 1.25 to 1.5 times the sum of annual base salary plus target annual incentive compensation.
- Mr. Barker: New severance agreement established at 1.25 times the sum of annual base salary plus target annual incentive compensation, plus pension and supplemental retirement plan benefits adjusted for an 18-month tenure extension.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding business performance. The primary contingency noted is the existence of change-in-control and severance agreements for the appointed officers, which trigger post-termination payments in the event of termination without cause or following a change in control of the Company.
Investor Verification Checklist
- Verify the effective date of the new executive roles (January 1, 2010).
- Confirm the specific terms of the amended severance agreements for Mr. Hayes and Mr. Morrison.
- Review the new severance agreement terms for Mr. Barker, specifically the pension and supplemental retirement plan adjustments.
- Note that Mr. Seabrook's existing severance terms remain unamended.