Composition of our NEOs in 2011--As mentioned previously, 2011 brought several planned changes to our
executive team, based upon strategic succession planning, talent management and transition execution. The most
significant change was the retirement of Mr. Hoover as CEO, at which time the Board of Directors elected Mr. Hayes to
the position. The continued strong performance of the business and the leadership of the executive management team
contributed to a smooth, successful transition of CEO responsibilities. Other changes included the retirement of
Mr. Westerlund, and the effective transition of his responsibilities to Mr. Baker and Ms. Pauley. Mr. Baker assumed the
responsibilities of Corporate Secretary. Ms. Pauley assumed full responsibility of Human Resources and Administra-
tion, adding additional functional departments to fit with existing administration strategies.
Officers
Title
John A. Hayes
President and CEO, elected on January 26, 2011
Scott C. Morrison
SVP and CFO since 2010
Raymond J. Seabrook
EVP and COO, Global Packaging since 2010
Charles E. Baker
VP and General Counsel since 2004, elected Corporate Secretary on July 27, 2011
Lisa A. Pauley
SVP, Human Resources and Administration, promoted on July 27, 2011
Former Officers
Title
R. David Hoover
Chairman and former CEO; retired as CEO on January 26, 2011
David A. Westerlund
Former EVP, Administration and Corporate Secretary; retired on September 30, 2011
NEO Target Compensation Awarded in 2011--After review of competitive market data based on both general
industry and peer group; the Corporation's financial and operational performance; executive compensation consultant
and CEO recommendations; tally sheet analysis; promotion actions leading to greater responsibility; executive individ-
ual performance; and internal pay comparisons, the Committee authorized the following target total compensation
elements for the CEO and other NEOs:
· Base pay increases to all NEOs, which incorporated promotional increases for Messrs. Hayes and Baker and
Ms. Pauley as a result of their promotions and substantial increase in responsibilities;
· Continued utilization of the short-term incentive EVA
plan. Target incentive opportunity percentages
remained the same for all NEOs except Mr. Hayes and Ms. Pauley, which increased as a result of their
promotions;
· Continued utilization of the long-term cash incentive plan for all NEOs. Target incentive opportunity percent-
ages remained the same for all NEOs except Mr. Hayes and Ms. Pauley, which increased as a result of their
promotions;
· The award of performance-contingent RSUs, SARs and stock options; and
· The Committee approved opportunities under the DSP to our NEOs and broader management team; under this
program, we provide grants of restricted stock units in exchange for the recipient buying and holding a matching
number of common shares. These deposit share opportunities are made from time-to-time in the discretion of
the Committee, and are intended to support our commitment to have a management team of owners at Ball
Corporation, with individuals voluntarily investing in the Corporation.
The Committee is confident that our executive compensation program, along with our management-as-owners
culture and our pay-for-performance philosophy, have directly contributed to the successful performance of the
business and resulted in an executive team closely aligned with shareholders.
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