Filed by the Registrant

ý

Filed by a Party other than the Registrant

o

ý

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

Sonoco Products Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

ý

No fee required.

o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

o

Fee paid previously with preliminary materials:

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

Notice Of 2019 Annual Meeting Of Shareholders

4

Director Compensation

55

Proxy Statement

5

2019 Director Compensation Table

56

Information Concerning the Solicitation

5

Non-employee Directors’ Outstanding Equity Awards

Information about Board Refreshment and Diversity

at 2019 Fiscal Year-end

58

and Experience of Directors and Nominees

8

Audit Committee Report

59

Proposal 1: Election of Directors

9

Independent Registered Public Accounting Firm

60

Corporate Governance

13

Proposal 2: Ratification of Independent

Corporate Governance Guidelines and Code of

Registered Public Accounting Firm

61

Business Conduct and Ethics

13

Proposal 3: Advisory (Non-binding)

Director Independence Policies

13

Resolution to Approve Executive Compensation

62

Majority Withheld – Director Resignation Policy

14

Board of Directors’ Proposals to Amend Certain

Board Leadership Structure, Executive Sessions of

Provisions of the Articles of Incorporation and

Non-management Directors and Lead Director

14

By-laws to Provide for Simple Majority Voting

62

Director Nomination Process

14

Proposal 4: Amendment of Article 6(d)

Shareholder Proxy Access

15

of the Articles of Incorporation and Article III,

Communications with the Board of Directors

15

Section 7, of the By-laws Relating to the Vote

Board Meetings and Committees of the Board

15

Required for Removal of Directors

63

Annual Performance Evaluation of the Board

17

Proposal 5: Amendment of Article 6(f) of the

The Board’s Role in the Risk Management Process

17

Articles of Incorporation Relating to Quorum

Compensation Committee Interlocks

or Voting Requirement for Shareholders

64

and Insider Participation

18

Proposal 6: Amendment of Article IX, Section 1

Related Party Transactions

19

of the By-laws Relating to the Shareholder

Delinquent Section 16(a) Reports

20

Vote Required to Amend the By-laws

65

Security Ownership of Certain Beneficial Owners

20

Proposal 7: Advisory (Non-binding)

Security Ownership of Management

21

Shareholder Proposal Regarding Right

Executive Compensation

23

to Call Special Shareholder Meeting

66

Compensation Discussion and Analysis

23

Incorporation by Reference

67

Compensation Committee Report

39

Shareholder Proposals for Next Annual Meeting

67

Compensation Risk Review

39

Delivery of Documents to Shareholders

Summary Compensation Table

40

Sharing an Address

67

2019 Grants of Plan-based Awards

42

Electronic Access to Annual Meeting Materials

68

Outstanding Equity Awards at 2019 Fiscal Year-end

43

Other Matters

68

2019 Option Exercises and Stock Vested

45

2019 Pension Benefits

46

2019 Nonqualified Deferred Compensation

49

Potential Benefits Payable Immediately Upon

Certain Separation Events

53

Pay Ratio

54

We are sending you these proxy materials in connection with the solicitation by the Board of Directors of Sonoco Products Company of proxies to be used at the Annual Meeting of Shareholders (“Annual Meeting”) to be held on Wednesday, April 15, 2020, at 11:00 a.m. (Eastern time) at The Center Theater, 212 North Fifth Street, Hartsville, SC, and at any adjournment or postponement of the meeting. The proxy materials are first being mailed on or about March 13, 2020. If you wish to attend the meeting in person, you may obtain directions to our office on our website at sonoco.com. The site of the Annual Meeting is only a short distance from the Sonoco office, and directions from the office to the annual meeting site may be obtained at the reception desk.

How a Quorum Will Be Established

The Annual Meeting will be held if a majority of the outstanding shares of common stock entitled to vote (a “quorum”) is represented at the meeting. If you have submitted valid proxy instructions, or are a record shareholder and attend the meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters introduced. “Broker non-votes” also count in determining whether a quorum is present. A “broker non-vote” occurs when a broker, bank, or nominee who holds shares in street name for a beneficial owner attends the meeting in person, or by proxy, but chooses not to vote on a particular proposal, or does not have discretionary voting power for that proposal, and has not received voting instructions from the beneficial owner.

Who May Vote

You will only be entitled to vote at the Annual Meeting if our records show that you were a record shareholder on February 26, 2020. At the close of business on February 26, 2020, a total of xxx,xxx,xxx shares of our common stock were outstanding and entitled to vote. Each share of common stock has one vote.

How to Vote Shares Held Directly

If you hold your shares in your own name as a record shareholder through our transfer agent, Continental Stock Transfer and Trust, you may vote by proxy or in person at the meeting. To vote by proxy you may select one of the following options:

Telephone - You may vote by telephone (if you live in the United States) using the toll-free number shown on your proxy card. You must have a touch-tone telephone to use this option. Telephone voting is available 24 hours a day, seven days a week. Votes must be received by 7pm (EDT) on April 14, 2020. Clear and simple voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, please DO NOT return your proxy card.

Internet - You may vote through the Internet. The website for Internet voting is shown on your proxy card. Internet voting is available 24 hours a day, seven days a week. Votes must be received by 7pm (EDT) on April 14, 2020. When you vote through the Internet, you will be given the opportunity to confirm that your instructions have been properly recorded. If you vote through the Internet, please DO NOT return your proxy card.

Mail - If you choose to vote by mail, please mark the enclosed proxy card, sign and date it, and return it in the enclosed postage-paid envelope.

Actions of the Proxy Agents

If you indicate your voting choices, your shares will be voted according to your instructions. If you fail to give voting instructions, the proxy agents will vote your shares according to the recommendations of the Board of Directors:

How to Vote Shares Held in Street Name by a Broker, Bank, or Other Nominee

If your shares are held in street name by a broker, bank, or other nominee, you may direct your vote by submitting your voting instructions to your broker, bank, or other nominee. Please refer to the voting instructions provided by your broker, bank, or other nominee. For matters that are considered “routine” in nature, brokers have discretionary authority to vote on behalf of the shareholder. The only routine proposal for consideration at the Annual Meeting is Proposal 2, the ratification of the independent registered public accounting firm. Brokers may vote on this matter even if you have not provided voting instructions.

Your broker, bank, or other nominee is not permitted to vote on Proposal 1 or Proposals 3 through Proposal 7 unless you provide voting instructions. Therefore, if you hold your shares in street name and do not return a voting instruction form, or if you return a voting instruction form but do not indicate how you want your broker, bank, or other nominee to vote on any of these matters, a broker non-vote will occur with respect to such matters.

If you wish to vote at the meeting and your shares are held in street name by a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record prior to the meeting and present it to the Secretary of the Company at the meeting.

Cost of this Proxy Solicitation

We will pay the cost of this proxy solicitation. Morrow Sodali LLC, will assist in obtaining proxies by mail, facsimile or email from brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares. We have agreed to a fee of approximately $6,500 plus out-of-pocket expenses. Morrow Sodali LLC may be contacted at Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902.

In addition to soliciting proxies by mail, we expect that some of our officers, directors, and regular employees will solicit proxies by telephone, fax, email, or personal contact. None of these officers, directors or employees will receive any additional or special compensation for doing this.

Proposal 1 –

FOR all nominees for director,

Proposal 2 –

FOR ratification of the selection of PwC LLP as our independent registered public accounting firm,

Proposal 3 –

FOR the advisory (non-blinding) resolution on executive compensation,

Proposal 4 –

FOR the amendment of Article 6(d) of the Articles of Incorporation and Article III, Section 7, of the By-laws relating to the vote required for removal of Directors,

Proposal 5 –

FOR the amendment of Article 6(f) of the Articles of Incorporation relating to quorum or voting requirement for shareholders,

Proposal 6 –

FOR the amendment of Article IX, Section 1 of the By-laws relating to the shareholder vote required to amend the By-laws,

Proposal 7 –

FOR the advisory (non-binding) shareholder proposal regarding right to call special shareholder meeting.

The proxy agents will vote according to their best judgment on any other matter that properly comes before the Annual Meeting. At present, the Board of Directors does not know of any other such matters.

How to Revoke Your Proxy

You may revoke your proxy at any time before it is voted. If you hold your shares in your own name as a record shareholder, you may revoke your proxy in any of the following ways:

•

by giving notice of revocation at the Annual Meeting;

•

by delivering to the Secretary of the Company, 1 North Second Street, Hartsville, SC 29550 US, written instructions revoking your proxy; or

•

by delivering to the Secretary an executed proxy bearing a later date.

Subsequent voting by telephone or via the Internet cancels your previous vote. If you are a shareholder of record, you may also attend the meeting and vote in person, in which case your proxy vote will not be used.

If your shares are held in street name by a broker, bank, or other nominee, you may revoke your voting instructions by submitting new voting instructions to the broker, bank, or other nominee who holds your shares.

How Votes Will Be Counted

Proposal 1:

Election of Directors

Directors will be elected by a plurality of the votes cast by shares present and entitled to vote at the Annual Meeting. “Plurality” means that, if there were more nominees than positions to be filled, the persons who received the largest number of votes would be elected. Because there is the same number of nominees as positions to be filled, we expect all nominees to be elected. Votes that are withheld or that are not voted in the election of directors (including broker non-votes) will have no effect on the outcome of the election. Cumulative voting is not permitted.

Proposal 2:

Ratification of Independent
Registered Public Accounting Firm

The ratification of the independent registered public accounting firm will be approved if the votes cast in favor exceed the votes cast against the matter. Abstentions or shares that are not voted will have no effect on the outcome of the matter.

Proposal 3:

Advisory (Non-binding) Resolution
to Approve Executive Compensation

The vote on the advisory (non-binding) resolution to approve executive compensation will be approved if the votes cast in favor of the matter exceed the votes cast against the matter. However, the vote is non-binding on us and our Board of Directors. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter.

Proposal 4:

Amendment of Article 6(d) of the
Articles of Incorporation and Article III, Section 7,
of the By-Laws Relating to the Vote Required for
Removal of Directors

The vote on the amendment of Article 6(d) of the Articles of Incorporation and Article III, Section 7 of the By-Laws will be approved only if at least 66 2/3% of the shares of our common stock entitled to be cast are voted in favor of the proposal. Abstentions and broker non-votes will have the same effect as votes against the proposal. Because these two amendments relate to the same subject matter, and adoption of each is contingent upon adoption of the other, they are being voted on together as one proposal.

Proposal 5:

Amendment of Article 6(f) of the
Articles of Incorporation Relating to Quorum
or Voting Requirement for Shareholders

The amendment of Article 6(f) of the Articles of Incorporation will be approved only if at least 66 2/3% of the shares of our common stock entitled to be cast are voted in favor of the proposal. Abstentions and broker non-votes will have the same effect as votes against the proposal.

Proposal 6:

Amendment of Article IX, Section 1,
of the By-Laws Relating to the Shareholder Vote
Required to Amend the By-Laws

The vote on the amendment of Article IX, Section 1, of the By- Laws will be approved only if at least 66 2/3% of the shares of our common stock entitled to be cast are voted in favor of the proposal. Abstentions and broker non-votes will have the same effect as votes against the proposal.

Proposal 7:

Advisory (Non-binding) Shareholder
Proposal Regarding Right to Call Special
Shareholder Meeting

The vote on the advisory (non-binding) shareholder proposal regarding right to call special shareholder meeting will be approved if the votes cast in favor of the matter exceed the votes cast against the matter. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter. Because the proposal is non-binding, its effect will be to inform the Board of Directors of the preferences of shareholders casting votes on the proposal.

Other Matters

Any other matter that may be brought before the meeting will be approved according to our By-laws, Articles of Incorporation and other governing documents, if the votes cast in favor of the matter exceed the votes cast against the matter. Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of such matters.

We believe the combined business and professional experience of our directors, and their various areas of expertise, make them a useful resource to management and qualify them for service on our Board. Additionally, the business and personal experience, gender, racial, cultural, and geographic diversity of our directors affords a broad range of perspectives as they consider, discuss, and act on the issues and challenges that face our Company.

Commitment to Board Refreshment
and Varying Degrees of Director Tenure –
Depth of Institutional Experience Augmented
by New Ideas and Perspectives

We recognize the importance of refreshing our Board with diverse, experienced leaders. In 2019, the Board added Theresa Drew, who formerly was Managing Partner of the Carolinas practice of Deloitte (a global accounting and professional services firm); Lloyd Yates, formerly a senior executive of Duke Energy (one of the nation’s largest utilities); and Robert Hill, Chief Executive Officer of South State Corporation (a South Carolina-based regional bank holding company). These new members demonstrate the Board’s commitment to refreshment with independent nominees who provide experience and perspective to advance our business strategy.

However, we also believe it is important to have varying degrees of tenure on our Board. We currently have four directors with over 14 years’ experience, five directors with between five and nine years’ experience, and five directors with three or fewer years’ experience serving on our Board. During their tenures, our longer serving directors have gained considerable institutional knowledge about our Company and its operations, which has made them effective directors. Because our Company’s operations and business structure are relatively complex, continuity of service and the development and retention of institutional knowledge help make our Board more efficient and effective at advising us regarding our long-range strategic plans, goals and objectives, as well as any immediate issues, than would be the case if there were frequent complete turnover in Board membership. The experience of our more tenured directors provides specific, historical perspective and context relating to our strengths and weaknesses, while periodic Board refreshment allows our Board the opportunity to consider new ideas, perspectives and processes.

Long-standing Commitment
to Board Diversity

We are very intentional about our long-standing commitment to gender, racial and cultural board diversity and independence. Our current Board has a diversity rate of nearly 50% in these categories. We first elected a woman to our Board in 1995, and currently have three women on our Board. We first elected an African American to our Board in 1993, and currently have one African American on our Board. We also have an Asian director and an Asian Indian director, who bring us valuable perspectives on the expanding Asian markets. For well over three decades, our Board has included women, minorities and culturally diverse members. In addition, we seek geographic diversity in our directors. Almost all of our directors live outside South Carolina, and two of our directors live outside the United States, which helps bring a more global business perspective to our Board.

Investment and Financial, Manufacturing,
International and Accounting Experience

We also consider diversity of a potential director’s skill sets and business and personal experience, and we have historically selected directors with business backgrounds from global manufacturing, professional services such as accounting, financial, legal, and academia. In addition to their other qualifications, six of our directors have experience as executive officers of manufacturers, with financial and operational experience on all levels of their businesses, which provides them with differing and insightful perspectives about the manufacturing sector and the issues that confront manufacturers. Five of our directors have banking and/or investment experience, which provides them with valuable instincts and insights into financial matters that affect our Company. Four of our directors have international business experience, which is extremely important to us as a global company. Three of our directors are certified public accountants, two of whom have been partners with major global accounting firms, and two of our directors are academics with background in the business schools at major universities. As a retired executive officer of a major electric utility, one of our newest directors brings us unique perspectives on one of our most significant operational issues. Most of our directors also serve or have previously served on the boards of other public companies, which provides them with a further understanding of the regulatory environment in which public companies operate. Our Board derives strength and depth from this varied business experience.

Harry A. Cockrell

Board member since 2013

Age: 70

R. Howard Coker

Board member since February 2020

Age: 57

Mr. Cockrell has been Managing Director of Pacific Tiger Group Limited, a Hong Kong-based privately held investment enterprise with a wide range of businesses and assets across the Asia/Pacific region, since 2005. He is a director of Pathfinder Investment Holdings Corporation, a Philippines real estate management group. He is a former director of Hanesbrands, Inc.,

Mr. Coker was named President and Chief Executive Officer of Sonoco in February 2020. Prior to his appointment to these positions, he had served as Senior Vice President, Global Paper and Industrial Converted Products from 2019 to 2020; as Senior Vice President, Rigid Paper & Closures and Paper/Engineered Carriers International from 2017 to 2018; and as Group Vice

and former investment committee member of Asian Infrastructure Fund. Earlier in his career, he was director of corporate banking for the National Commercial Bank of Saudi Arabia and was a banking advisor for Middle Eastern and Asian interests.

Sonoco’s Board believes Mr. Cockrell is qualified to serve as a director based on his previous public board experience as well as his wealth of business, financial, and investment experience, especially in the important and growing Asia/Pacific region. He also has hands on management experience in various industries and markets relevant to our products and services. His previous board experience and his position as a former officer of an international bank provides him with valuable regulatory and banking experience and an understanding of corporate governance issues.

President, Global Rigid Paper & Closures, and Paper & Industrial Converted Products, EMEA, Asia, Australia / New Zealand from 2015 to 2017. Prior to 2015, he served as Group Vice President, Global Rigid Paper & Plastics; as Vice President, Global Rigid Paper & Closures; Vice President & General Manager, Rigid Paper & Closures, N.A.; and as Division Vice President & General Manager, Rigid Paper & Closures Mr. Coker Joined Sonoco in 1985. Mr. Coker is the brother-in-law of J.R. Haley, Chairman of our Board of Directors.

Sonoco’s Board believes Mr. Coker is qualified to serve as a director based on his strong operating acumen, diverse experience, deep connection within the organization and his proven leadership style and vision for the company as proven over his 35 years of service. He has played a significant role in the development of our global Industrial and Consumer businesses and has built an outstanding track record of growth and improved business performance and is an authentic leader, driven by Sonoco’s core values.

Dr. Pamela L. Davies

Board member since 2004

Age: 63

Philippe Guillemot

Board member since 2017

Age: 60

Dr. Davies has been President Emerita and Professor of Strategy at Queens University of Charlotte (institution of higher learning), Charlotte, NC, after serving as President of the institution from 2002 to 2019. Prior to that, she was Dean of the McColl School of Business at Queens University of Charlotte and Dean of the Lebow College of Business at Drexel University. She is currently a

Mr. Guillemot has been Chief Executive Officer of Elior Group (catering and support services industry), Paris France, since 2017 and was elected to its board of directors in 2018. He was formerly Chief Operating Officer of Alcatel-Lucent SA, Boulogne-Billancourt, France, from 2013 to 2016, prior to its acquisition by Nokia Oyj in 2016, Chief Executive Officer and director of

director of The Cato Corporation, YMCA of the USA, Atrium Health and the Center for Creative Leadership. She was previously a director of Family Dollar Stores, Inc. from 2009 to 2015, Charming Shoppes and C&D Technologies, Inc.

Sonoco’s Board believes Dr. Davies is qualified to serve as a director based on the experience described above, as well as the financial and strategic planning expertise, broad leadership ability, global perspective, and strong business academic viewpoint derived from her service as president of a university and former dean of its business school. Her past experience on the boards of other public companies also provides her with valuable regulatory experience and an understanding of corporate governance issues.

Europcar Group, Chairman and Chief Executive Officer of Areva Transmission & Distribution (T&D), Group Executive Vice President of Faurecia SA, Group Vice President of Valeo and held several global executive positions with Michelin. Mr. Guillemot was previously a director of Constellium NV from 2013 to December 2019.

Sonoco’s Board believes Mr. Guillemot is qualified to serve as a director based on the experience described above, which has provided a wealth of executive leadership experience. His current and prior service as an executive officer and director of other public manufacturing companies provides him with valuable corporate governance, financial and regulatory knowledge. Mr. Guillemot’s global experience and leadership are especially valuable with respect to our operations in Europe where we have a significant footprint.

Theresa J. Drew

Board member since 2018

Age: 62

John R. Haley

Board member since 2011

Chairman of the Board member since April 2019

Age: 58

Ms. Drew retired in June 2019 as the Carolinas Practice managing partner of Deloitte, (an accounting and professional services firm), Charlotte, NC where she served in various roles since 1979. She is a certified public accountant. Ms. Drew serves on the board of The Cato Corporation. She is also a member of the Board of Trustees of The University of North Carolina at Charlotte and

Mr. Haley has served as Chief Executive Officer of Gosiger, Inc., (a privately owned distributor of computer-controlled machine tools and factory automation systems), Dayton, OH, since 2010. He previously served as Managing Partner and as a Division Vice President. Mr. Haley is currently a director of Ultra-met Carbide Technologies and the Gosiger

Chairman of the Board of the YMCA of Greater Charlotte.

Sonoco’s Board believes Mrs. Drew is qualified to serve as a director based on her nearly forty years of accounting experience with Deloitte, which has provided her with in-depth financial, auditing and accounting experience related to various businesses and industries, as well as senior leadership experience.

Foundation. Mr. Haley is the brother-in-law of R.H. Coker, who is President and Chief Executive Officer of the Company.

Sonoco’s Board believes Mr. Haley is qualified to serve as a director based on the experience described above, which has provided him extensive executive leadership experience in the manufacturing sector. His related experience in corporate finance also provides a valuable resource for our Board and he currently serves as our Chairman.

Robert R. Hill, Jr.

Board member since October 2019

Age: 53

Blythe J. McGarvie

Board member since 2014

Age: 63

Mr. Hill has been Chief Executive Officer of South State Corporation (a South Carolina based regional bank holding company), Columbia, SC since 2004. South State Corporation has recently announced that it has entered into an agreement and plan of merger with CenterState Bank Corporation, subject to regulatory and shareholder approvals. The merger agreement calls for Mr. Hill

Ms. McGarvie most recently taught accounting at Harvard Business School in the full-time MBA program. She founded and was Chief Executive Officer of Leadership for International Finance, LLC, and Chief Financial Officer of BIC Group and Hannaford Bros. Co. Ms. McGarvie is a certified public accountant. She is currently a director of Apple Hospitality REIT, Inc.,

to serve as Executive Chairman of the board of directors of the Company and the Bank. He joined South State in 1995 and served as President and Chief Operating Officer from 1999 until 2004. Mr. Hill currently serves on the board of the Federal Reserve Bank of Richmond and has served as Audit Committee chair.

Sonoco’s Board believes Mr. Hill is qualified to serve as a director based on his experience described above, and his other public company board experience, chief executive officer experience, and in-depth knowledge of the financial industry and merger and acquisition activity.

LKQ Corporation and Wawa, Inc. (privately held). She was previously a director of Accenture plc from 2001 to 2017, Viacom, Inc. from 2007 to 2017, Travelers Insurance, Pepsi Bottling Group and Lafarge NA.

Sonoco’s Board believes Ms. McGarvie is qualified to serve as a director based on the experience described above, which has provided her significant financial, technological and general leadership expertise. Her service on the boards of other public companies also provides her with valuable regulatory experience and an understanding of corporate governance issues. Ms. McGarvie is currently an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

Richard G. Kyle

Board member since 2015

Age: 54

James M. Micali

Board member since 2003

Age: 72

Mr. Kyle has been President and Chief Executive Officer of The Timken Company (a manufacturer of bearings, transmissions, gearboxes, motors, lubrication systems, and chain), North Canton, OH, since 2014. He was previously Chief Operating Officer, Bearings and Power Transmissions Group, Group President, Aerospace and Steel, and President, Aerospace and

Mr. Micali has been a member and limited partner of, Azalea Fund III since 2008 and Azalea Fund IV since 2014 of Azalea Capital LLC (private equity firm), Greenville, SC. He previously served as “Of Counsel” with Ogletree Deakins LLC (law firm), Greenville, SC. He retired as Chairman and President of Michelin North America, Inc., Greenville, SC, in 2008, and then served as a consultant

Mobile Industries. Mr. Kyle joined Timken in 2006, and was elected to its board of directors in 2013. Prior to joining Timken, he held management positions with Cooper Industries and Hubbell, Inc.

Sonoco’s Board believes Mr. Kyle is qualified to serve as a director based on the experience described above, and his broad operational leadership expertise gained in global manufacturing organizations. As a member of the board of The Timken Company, he also brings a valuable understanding of regulatory and corporate governance issues.

to Michelin through 2009. Mr. Micali currently serves as a non-executive director of several private companies, and served as a trustee of Lake Forest College, Lake Forest, IL from 2017 to 2019. He is a former director of SCANA Corporation from 2007 to 2017, Lafarge North America and Ritchie Bros. Auctioneers, Incorporated.

Sonoco’s Board believes Mr. Micali is qualified to serve as a director based on the experience described above, including the leadership and operating experience derived from his executive service at a large manufacturing company with global reach. His international perspective, corporate governance experience as a director of other public companies, financial experience as advisor to a private equity firm, and legal expertise are also very valuable to us as a Board member, and in his role as Lead Director and Chair of the Corporate Governance and Nominating Committee.

Sundaram Nagarajan

Board member since 2015

Age: 57

Thomas E. Whiddon

Board member since 2001

Age: 67

Mr. Nagarajan has been President and Chief Executive Officer of Nordson Corporation (designer and manufacturer of dispensing equipment for consumer and industrial adhesives, sealants and coatings), Westlake OH since June 2019. Previously, he was with Illinois Tool Works, Inc. where he served as Executive Vice President of Automotive OEM from 2014 to 2019, Executive Vice

Mr. Whiddon was an Advisory Director of Berkshire Partners, LLC (a Boston-based private equity firm), from 2005 until his retirement in 2013, and served various Berkshire portfolio companies in an executive capacity on an interim basis. He was previously with Lowe’s Companies, Inc. where he served as Executive Vice President – Logistics, as well as Executive Vice President and

President of Welding, Group President, Welding International and Group Vice President Welding Group.

Sonoco’s Board believes Mr. Nagarajan is qualified to serve as a director based on the experience described above, including broad operational leadership expertise gained in a global manufacturing organization.

Chief Financial Officer. Mr. Whiddon is currently a director of Carter’s Inc. and Dollar Tree Stores, Inc.

Sonoco’s Board believes Mr. Whiddon is qualified to serve as a director based on the experience described above, including his general management, information technology and logistics expertise, strong financial acumen, and experience with retail end markets. Mr. Whiddon is Chair of the Audit Committee, as well as an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission. Mr. Whiddon’s service on the boards and audit committees of two other public companies provides him with valuable regulatory and corporate governance experience.

Marc. D. Oken

Board member since 2006

Age: 73

Lloyd M. Yates

Board member since October 2019

Age: 59

Mr. Oken has been Chairman of Falfurrias Capital Partners (a private equity firm), Charlotte, NC, since 2018. He was previously Managing Partner from its inception in 2006 to 2018. He held various executive officer positions including Chief Financial Officer at Bank of America Corporation from 1989 until his retirement in 2006. Prior to joining Bank of America, he was a partner at

Mr. Yates retired in 2019 as Executive Vice President and President Carolinas of Duke Energy, Charlotte, NC, a position in which he had served since 2014. Previously, he served as Duke Energy’s Executive Vice President of Regulated Utilities and as Executive Vice President of Customer Operations. He was President and Chief Executive Officer of Progress Energy Carolinas

Price Waterhouse LLP for 13 years. Earlier in his career, Mr. Oken was a Fellow with the Securities and Exchange Commission. He is currently a director, audit committee and finance committee member, of Marsh & McLennan Companies, Inc. He was also a director of Capital Bank Financial Corp. from 2009 to 2017.

Sonoco’s Board believes Mr. Oken is qualified to serve as a director due to his previous in-depth financial, banking, audit, and regulatory experience. In addition, his experience in mergers and acquisitions and senior leadership experience provide invaluable insight. Because of his accounting and banking background, Mr. Oken has previously served as Chair of the Audit Committee and is currently an audit committee financial expert within the meaning of the rules of the Securities and Exchange Commission.

from 2007 until its merger with Duke Energy in 2012. Mr. Yates serves as a director for Marsh & McLennan Companies and American Water Company.

Sonoco’s Board believes Mr. Yates is qualified to serve as a director based on the experience described above, including his public company board experience, as well as working leadership of business operations in the energy industry.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

We have adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics for our directors, officers, and employees. Copies of these Governance Guidelines and the Code of Business Conduct and Ethics are available through the Investor Relations section of our website at sonoco.com. Printed versions are available to our shareholders on request to the Corporate Secretary, Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 US, or through email to CorporateSecretary@sonoco.com.

Director Independence Policies

Our listing agreement with the New York Stock Exchange requires that at least a majority of the members of our Board of Directors be independent. Under the Exchange’s standards, “independent” means that a director has been determined by the Board to have no material relationship with us (either directly, or indirectly through an immediate family member or as a partner, shareholder or officer of an organization that has a relationship with us). To assist us in making these determinations we have adopted the following guidelines, which are also the guidelines set forth in the New York Stock Exchange Listing Standards. These guidelines are set forth in our Corporate Governance Guidelines, which are available through the Investor Relations section of our website at sonoco.com.

A director will not be considered independent if:

·

The director is, or in the past three years has been, our employee, or has an immediate family member who is, or in the past three years has been, one of our executive officers;

·

The director has received, or has an immediate family member (other than an immediate family member who is a non-executive employee) who has received, during any twelve-month period within the past three years, more than $120,000 in direct compensation from us (other than director fees and pension or other forms of deferred compensation for prior service that is not contingent in any way on continued service);

·

The director or an immediate family member is a current partner of a firm that is our internal or external auditor or the director is a current employee of such a firm;

·

The director has an immediate family member who is a current employee of a firm that is our internal or external auditor and who personally works on our audit;

·

The director or an immediate family member was within the last three years a partner or employee of our internal or external audit firm and personally worked on our audit within that time;

·

The director or an immediate family member is, or in the past three years has been, an executive officer of another company where any of our present executive officers at the same time serves or served on that company’s compensation committee; or

·

The director is a current employee of, or has an immediate family member who is a current executive officer of, another company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues.

The following relationships will not be considered to be material relationships that would impair a director’s independence:

·

Being a current employee of, or having an immediate family member who is a current executive officer of, another company that has made payments to, or received payments from, us for property or services in an amount which, in any of the last three fiscal years, is less than the greater of $1 million or 2% of such other company’s consolidated gross revenues.

Based on these criteria, our Board of Directors has determined that the following directors, who constitute a majority of the Board, are independent: P.L. Davies, T.J. Drew, P. Guillemot, R.R. Hill Jr., R.G. Kyle, B.J. McGarvie, J.M. Micali, S. Nagarajan, M.D. Oken, T.E. Whiddon, and L.M. Yates. As a result of a related party transaction between H.A. Cockrell and the Company in 2018, which was disclosed under “Related Party Transactions” in our 2019 Proxy Statement, the Board of Directors determined that H.A. Cockrell is not independent.

Majority Withheld –
Director Resignation Policy

The Board of Directors has adopted a “Majority Withheld – Director Resignation Policy” in its Corporate Governance Guidelines that, in an uncontested election, requires any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” to promptly offer to resign following certification of the shareholder vote. The Corporate Governance and Nominating Committee will recommend to the Board whether to accept the resignation. The Board will act on the recommendation within 100 days of the shareholder vote and disclose the results of its decision in a press release. The policy is described in more detail in the Company’s Corporate Governance Guidelines, which are available through the Investor Relations section of our website at sonoco.com.

Board Leadership Structure, Executive
Sessions of Non-management Directors
and Lead Director

The offices of Chairman and Chief Executive Officer are currently separated, with different people serving each role. This separation is not mandatory, and the Board considers the issue on a case-by-case basis. The Board recognizes that there are various circumstances that weigh in favor of or against both combination and separation of these offices, and within the last decade, we have employed both structures.

Regardless of whether the roles of Chairman and Chief Executive Officer are separated or combined at any given time, we always maintain a lead independent director. Our by-laws provide that the Chairman of the Corporate Governance and Nominating Committee, who is always an independent director, will simultaneously serve as Lead Director. The Lead Director plays an important role in the Board leadership. Among other things, the Lead Director presides at any meeting at which the Chairman is not present; presides at executive sessions of the independent directors; serves as a liaison between the Chairman and the independent directors when requested; confers with the Chairman regarding the information sent to the Board and the schedules and agendas for meetings; and is available for consultation and direct communication with major shareholders.

Currently, J.R. Haley serves as the Chairman and J.M. Micali currently serves as the Chairman of the Corporate Governance and Nominating Committee, and as Lead Director.

Shareholders and other interested parties may communicate with the non-management (or independent) directors by writing to Non-management (or Independent) Directors, c/o Corporate Secretary, Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 US, or by email to CorporateSecretary@sonoco.com.

Director Nomination Process

Our Corporate Governance and Nominating Committee recommends to our Board of Directors nominees to fill vacancies on the Board of Directors as they occur, and recommends candidates for election as directors at annual meetings of shareholders. Such candidates are routinely identified through personal and business relationships and contacts of the directors and executive officers.

In recommending candidates, the Corporate Governance and Nominating Committee evaluates such factors as leadership experience, experience with business and with other organizations of comparable size and scope, knowledge or skills that would be valuable to us such as financial acumen, understanding of relevant technologies, knowledge of our markets or our customers, interpersonal skills, decision-making skills, and the ability to devote the necessary time to board service. In addition, candidates for director should possess the highest personal and professional ethics, and they should be committed to the long-term interests of the shareholders.

As further discussed under “Information About Board Refreshment and Diversity and Experience of Directors and Nominees”, the Committee believes it is important to have a diverse board in terms of types of experience, background, age, skills, gender, race and nationality, although it does not have a specific policy or guideline related to board diversity. Candidates are considered for nomination based on their individual qualifications as well as in consideration of how their capabilities complement other current Board members’ experience and business background. The Board believes a diverse board has greater depth and capability than the sum of its individual directors’ qualifications.

The Corporate Governance and Nominating Committee will consider director candidates recommended by shareholders, if the shareholders comply with the following requirements. If you wish to recommend a director candidate to the Corporate Governance and Nominating Committee for consideration as a Board of Directors’ nominee, you must submit in writing to the Corporate Governance and Nominating Committee your recommended candidate’s name, a brief resume setting forth the recommended candidate’s business and educational background and qualifications for service, and a notarized consent signed by the recommended candidate stating the recommended candidate’s willingness to be nominated and to serve. This information must be delivered to the Chair of the Corporate Governance and Nominating Committee at the Company’s address and must be received no later than January 5 in any year to be considered by the Committee as a potential Board of Directors’ nominee. The Corporate Governance and Nominating Committee may request further information if it determines a potential candidate may be an appropriate nominee. Director candidates recommended by shareholders that comply with these requirements will receive the same consideration that the Committee’s other candidates receive.

Director candidates recommended by shareholders will not be considered by the Corporate Governance and Nominating Committee for election as Board of Directors’ nominees at an annual meeting unless the shareholder recommendations are received no later than January 5 of the year of the meeting. In addition to making such recommendations, however, shareholders have the right to nominate their own candidates for election as directors at an annual meeting if they make a written nomination at least 120 days prior to the meeting. Any such nomination should be submitted to our Corporate Secretary at 1 North Second Street, Hartsville, SC 29550 US. No such nominations have been made for this Annual Meeting.

Shareholder Proxy Access

The Company’s By-laws provide eligible shareholders with “proxy access” rights to nominate director candidates. A shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding common stock continuously for at least three years may submit eligible director nominees for up to the greater of one director or 20 percent of the number of directors to be elected at the meeting if the board is classified, and the greater of two directors or 20 percent of the number of directors in office if the Board is not classified, all subject to the procedures, terms and conditions specified in the By-laws. Nominees that satisfy the requirements of Article III – Section 15 of the Company’s By-laws will be included in the Company’s proxy statement and on the Company’s proxy card. The required Shareholder’s Notice of a nomination for the 2021 Annual Meeting of Shareholders must be received by our Corporate Secretary at 1 North Second Street, Hartsville, SC 29550 US no later than November 14, 2020, and no earlier than October 15, 2020.

Communications With
the Board of Directors

Any shareholder or other interested party who wishes to send communications to any member of the Board of Directors should mail such communications addressed to the intended recipient by name or position, c/o Corporate Secretary, Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 USA or by email to CorporateSecretary@sonoco.com. Upon receipt of any such communications, the Corporate Secretary will determine the identity of the intended recipient and whether the communication is an appropriate communication. The Corporate Secretary will send all appropriate communications to the intended recipient. The Corporate Secretary has discretion to exclude from transmittal any communications that are not deemed “appropriate”, such as commercial advertisements or other forms of solicitation or that relate to the sender’s personal or business interests (although all communications are available to directors at their request). The Corporate Secretary will forward to the directors any communications raising substantive issues.

In the case of communications addressed to the Board of Directors or, if specified, to the independent or non-management directors, the Corporate Secretary will send appropriate communications to the Lead Director, who is also the Chair of the Corporate Governance and Nominating Committee. In the case of communications addressed to committees of the Board, the Corporate Secretary will send appropriate communications to the Chair of such committee.

The Corporate Secretary is required to maintain a record of all communications received that were addressed to one or more directors, including those determined not to be appropriate communications. Such record will include the name of the addressee, the disposition by the Corporate Secretary and, in the case of communications determined not to be appropriate, a brief description of the nature of the communication. The Corporate Secretary is required to provide a copy of any additions to the record to the Chair of the Corporate Governance and Nominating Committee quarterly.

Board Meetings and
Committees of the Board

During 2019, our Board of Directors held four regularly scheduled meetings and four special meetings to review significant developments affecting the Company and to act on matters requiring the Board of Directors’ approval. All directors attended 75% or more of the aggregate number of meetings of the Board of Directors and committees of which they were members.

We encourage, but do not require, our directors to attend the Annual Meeting of Shareholders. In 2019, all directors attended the Annual Meeting.

To assist it in performing its duties, our Board of Directors has established an Audit Committee, an Executive Compensation Committee, a Corporate Governance and Nominating Committee, an Employee and Public Responsibility Committee, a Financial Policy Committee, and an Executive Committee. The following table outlines the membership and the number of meetings held by each committee in 2019. A brief description of the primary duties of each committee follows the table. Complete charters for all committees are available through the Investor Relations section of our website at sonoco.com. These charters are also available in print to any shareholder upon request to the Corporate Secretary, Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 USA or through email to CorporateSecretary@sonoco.com. The Board of Directors has determined that each member of the Audit, Executive Compensation, and Corporate Governance and Nominating Committees is independent as defined in the New York Stock Exchange’s Listing Standards.

The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, assists the Board of Directors with oversight of the integrity of the Company’s financial statements, the adequacy of the Company’s internal controls and its means of assessing and managing exposure to risk, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the Company’s internal audit function. The committee is directly responsible for the appointment, compensation, and retention of the independent auditor, and for overseeing the performance of attest services provided to the Company.

The Executive Compensation Committee establishes the Company’s general compensation philosophy and oversees the development and implementation of compensation programs. The committee directly oversees the administration of the Company’s executive officer compensation programs, reviews and approves corporate

goals and objectives, evaluates actual performance against those goals and objectives, and sets compensation for the Chief Executive Officer, Chief Financial Officer, and other executive officers. The committee does not delegate its decision-making authority relating to executive compensation. Further information about the committee’s processes and procedures relating to the consideration of executive compensation is set forth under the captions “Executive Compensation – Compensation Discussion and Analysis – Role of Executive Officers in Determining Executive Compensation” on page 39 and “– Role of Independent Compensation Consultant” on page 38.

The Corporate Governance and Nominating Committee is responsible for developing and implementing corporate governance guidelines addressing the structure, mission, practices, and policies of the Board of Directors. The committee identifies, evaluates, and recommends individuals to the

Board for nomination as members of the Board. The committee annually reviews the skills and characteristics of current Board members, and ensures that processes are in place for an annual appraisal of Chief Executive Officer performance, succession planning, and management development.

The Employee and Public Responsibility Committee provides oversight and guidance on social and public policy issues, including compliance with governmental or other regulatory requirements, which may affect business performance and public perception of the Company. The committee oversees the Company’s obligations to its employees and major public constituencies, including shareholders, customers, and the communities in which it operates.

The Financial Policy Committee provides oversight and monitoring of the Company’s financial planning and financial structure so as to provide congruence with the Company’s objectives of growth and sound operation. The committee reviews and evaluates the Company’s capital structure, significant financing transactions, financial risk management policies and practices, and investment funding and management of the Company’s defined benefit and postretirement benefit plans.

The Executive Committee is empowered to exercise all of the authority of the Board of Directors between regularly scheduled meetings, except as limited by South Carolina law.

Annual Performance Evaluation of the Board

Annually, the Corporate Governance and Nominating Committee administrates a comprehensive self-evaluation of the Board and its committees to evaluate the Board’s effectiveness, to seek ways to improve its effectiveness and to identify matters that would benefit from extra attention. Each director completes a detailed questionnaire that is returned directly to the Lead Director who summarizes the responses for review and discussion by the Corporate Governance and Nominating Committee, and ultimately by the full Board.

The Board’s Role in the
Risk Management Process

The Company oversees management of enterprise risk through its Risk Management Committee (RMC). The RMC is administrated by the Company’s Treasurer and its membership includes, among others, the most senior members of operating management and the Chief Financial Officer. The RMC holds three regularly scheduled meetings each year and may hold additional special meetings as needed. No such special meetings were held during 2019.

The RMC is guided in its activities and responsibilities by a risk management framework which is periodically reviewed and updated as necessary. During development of the risk management framework, the most significant risks faced by the Company were identified, as well as where in the operating organization those risks are routinely monitored and managed. The RMC further identified certain specific risk areas that are sufficiently material or broad in nature to merit its direct ongoing oversight. Those risk areas are reviewed by the RMC on a rotational basis at its regularly scheduled meetings. Additionally, the RMC reviews other risk areas as needed, or to ensure that organizational risk management is functioning as identified in the framework.

While management, through the RMC, is responsible for managing enterprise risk, the Board provides oversight. The Board has delegated oversight of the Company’s risk management process and structure to the Audit Committee, which receives updates regarding the RMC’s activities and findings. As described in the table below, other Board committees are responsible for oversight of risk management for categories of risks relevant to their functions. The Board as a whole also reviews risk management practices in the course of its reviews of corporate strategy, business plans, Board committee reports, and other presentations.

Board / Committee

Primary Areas of Risk Oversight

Full Board

Strategic and operational risks associated with the Company’s products, markets, geographic diversification, acquisitions and divestitures, major litigation, and succession planning.

Audit Committee

Oversight of risk management process and structure, risks and exposures associated with financial reporting, internal controls, regulatory and other compliance, cybersecurity and litigation.

Financial Policy Committee

Risks and exposures associated with liquidity, interest rates, currency, pension funding and investment performance, insurance coverage, and significant capital transactions.

Executive Compensation Committee

Risks and exposures associated with executive development, succession policies and programs, and compensation policies and practices including incentive compensation.

Employee & Public Responsibility Committee

Risks and exposures associated with the environment, safety in the workplace, equal opportunity employment, litigation, public policy, and other matters involving the Company’s reputation.

Corporate Governance & Nominating Committee

Risks and exposures related to corporate governance, leadership structure, effectiveness of the Board and its committees, new director candidates, conflicts of interest, and director independence.

Members of the Executive Compensation Committee during the year ended December 31, 2019, were P.L. Davies, R.G. Kyle, B.J. McGarvie, J.M. Micali, M.D. Oken, S. Nagarajan, and T.E. Whiddon. None of the members of the Committee, except Mr. Nagarajan, had any relationship required to be disclosed by Section 407(e)(4) of Regulation S-K. See “Related Party Transactions” immediately below for a discussion of certain transactions between the Company and two companies of which Mr. Nagarajan is, or was, an executive officer.

R.H. Coker, President and Chief Executive Officer and director of the Company since February 2, 2020, and an employee of the Company since 1985, is the brother-in-law of J.R. Haley who is Chairman of the Board of Directors. During 2019, Mr. Coker was Senior Vice President, Global Paper and Industrial Converted Products, and received total compensation of $3,064,000.

H.E. DeLoach, Jr., who was our Executive Chairman of the Board of Directors until his retirement in April 2019, is the father of J.W. DeLoach and the father-in-law of J.M. Florence Jr. J.W. DeLoach, Regional Manufacturing Manager – Paper Stock Dealers, has been an employee of the Company since 1998 and received total 2019 compensation of $193,600. J.M. Florence, Jr., Vice President, General Counsel, Human Resources and Secretary, has been an employee of the Company since 2015 and received $1,042,000 during 2019 in compensation.

S. Nagarajan, a member of the Board of Directors of Sonoco, is President and Chief Executive Officer of Nordson Corporation. For the first seven months of 2019, he was employed as an executive vice president for Illinois Tool Works, Inc. (ITW). Both corporations are customers and suppliers of Sonoco. During 2019, Sonoco sold $4,594,000 in products to and purchased $673,000 in products from ITW. During the same period, Sonoco sold $151,000 in products to and purchased $127,000 in products from Nordson. All transactions were handled on a competitive basis. Our management believes the prices and terms of the transactions reported above were comparable to those we could have obtained from other sources. We anticipate engaging in similar business transactions in 2020. The Board of Directors considered these relationships when making its determination of Mr. Nagarajan’s independence.

Related Party Transaction Approval Policy

The Board has adopted a written policy that any transaction or series of transactions in which Sonoco is a participant, for which the amount involved exceeds $120,000, and in which any related person will have a direct or indirect material interest must be approved by the Corporate Governance and Nominating Committee. The Board recognizes that such transactions may or may not be in the best interest of Sonoco and, as a result, empowers the Corporate Governance and Nominating Committee to evaluate all such related party transactions or series of transactions. The Committee is to approve only those transactions that it determines provide net economic value to us or where it is demonstrated to the satisfaction of the Committee that price, quality, service and other terms have been negotiated on an arms-length basis and are comparable to those available from unrelated third parties.

Our executive officers and directors are required to notify the Committee of the proposed and ongoing related party transactions prior to each meeting of the Committee and provide the Committee with all relevant information necessary for the Committee’s consideration, including any information requested by the Committee.

For purposes of this policy, a “related party” is (i) any executive officer or director, (ii) any nominee for director, (iii) a beneficial owner of more than 5% of our voting securities, or (iv) any immediate family member of an executive officer, director, nominee for director or greater than 5% beneficial owner. An “immediate family member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing the household of an executive officer, director, nominee, or greater than 5% beneficial owner.

We also require that each executive officer, director, and director nominee complete an annual questionnaire and report all transactions with us in which such persons (or their immediate family members) had or will have a direct or indirect material interest (except for salaries, directors’ fees and dividends on our stock). Management reviews responses to the questionnaires and, if any such transactions are disclosed, they are reviewed by the Corporate Governance and Nominating Committee. Directors’ responses to the questionnaires are also reviewed annually by the Corporate Governance and Nominating Committee for the purpose of assessing independence under our Corporate Governance Guidelines and the New York Stock Exchange Listing Standards.

The types of transactions that have been reviewed in the past include the purchase and sale of goods and services from companies for which our directors serve as executive officers or directors, the purchase of financial services and access to lines of credit from banks for which our directors serve as executive officers or directors, the purchase of stock or assets of companies owned by our directors or for which our directors serve as executive officers or directors, and the employment of family members of executive officers or directors.

Our directors and executive officers are required to file reports with the Securities and Exchange Commission and the New York Stock Exchange showing the number of shares of any class of our equity securities they owned when they became a director or executive officer, and, after that, any changes in their ownership of our securities. These reports are required by Section 16(a) of the Securities Exchange Act of 1934.

As is the practice of many companies, we file the required reports for our directors and executive officers based on the records we have and information furnished to us by our directors and executive officers. Based on such information and written representations made to us all required filings in 2019 were made on a timely basis except for one Form 3 for Robert R. Dillard, which was filed as soon as the omission was discovered.

Title of Class

Name and Address
of Beneficial Owner

Number of Shares

Percent of Class

No Par Value Common

BlackRock Inc. (1)
55 East 52nd Street
New York, NY 10055

11,366,238

11.4%

The Vanguard Group (2)
100 Vanguard Blvd
Malvern, PA 19355

10,681,045

10.67%

State Street Corporation (3)
One Lincoln Street
Boston, MA 02111

6,888,633

6.88%

Name of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership (1)

Percent
of Class (2)

Vested
Restricted
Stock
Units (3)

Deferred
Compensation
Units (4)

Performance-
Contingent
Restricted
Stock Units (5)

H.A. Cockrell

—

—

—

15,486

—

P.L. Davies

—

—

—

40,410

—

T.J. Drew

—

—

—

2,795

—

P. Guillemot

—

—

—

8,651

—

J.R. Haley

15,115

—

—

27,508

—

R.R. Hill, Jr.

6,065

—

—

801

—

R.G. Kyle

—

—

—

9,626

—

B.J. McGarvie

—

—

—

12,564

—

J.M. Micali

—

—

—

58,589

—

S. Nagarajan

—

—

—

14,165

—

M.D. Oken

7,350

—

—

40,330

—

T.E. Whiddon

15,590

—

—

40,410

—

L.M. Yates

4,000

—

—

472

—

R.H. Coker

190,542

—

18,974

—

—

J.C. Albrecht

3,422

—

—

—

—

R.D. Fuller

79,824

—

—

—

—

J.S. Tomaszewski

2,633

—

—

—

—

R.C. Tiede

144,241

—

20,418

33,820

14,236

B.L. Saunders (6)

61,923

—

3,768

—

—

All Executive Officers and Directors as a group (26 persons)

578,845

—

87,941

271,333

22,610

Total Vested /
Exercisable SSARs

SSARs with Appreciation
as of February 3, 2020

Net Shares Issuable Upon Exercise
of SSARs with Appreciation
that are included in the Above Table

R.H. Coker

68,219

58,280

6,474

J.C. Albrecht

18,028

10,076

1,113

R.D. Fuller

50,563

40,624

3,082

J.S. Tomaszewski

10,940

8,704

648

R.C. Tiede

132,734

100,132

8,449

All Executive Officers as a group

362,147

288,102

25,874

Director Stock Ownership Guidelines

The Board of Directors has adopted stock ownership guidelines for outside directors, which establish a target level of ownership of our common stock based on years of service as a director. The guidelines are as follows: 3,000 shares, 5,000 shares, and 8,000 shares after two, four, and six years of service, respectively. Compensation deferred into Sonoco stock equivalent units and Deferred Stock Equivalent Units is included in determining whether these guidelines have been met. All of our directors are in compliance with these guidelines.

COMPENSATION
DISCUSSION AND ANALYSIS

This section describes our compensation philosophy, summarizes executive compensation programs and reviews decisions made for the following Named Executive Officers (“NEOs”).

Executive Summary

Our compensation decisions in 2019 were developed to support successful execution of our business strategy. The Compensation Committee has oversight of the development and execution of our compensation program. The program is driven by the over-arching goal of linking pay with performance and creating long-term shareholder value.

Our decisions involving 2019 goal setting and other actions influencing executive compensation were based on the expectation for improvement in operating results due to acquisitions; modest volume growth in our Consumer-related businesses; achieving a modest positive price/cost relationship due to commercial excellence initiatives; and productivity improvements driven by procurement savings. These favorable actions were expected to more than offset the negative impacts of higher taxes and foreign exchange.

Performance Highlights
and Key Accomplishments

Sonoco is committed to creating sustainable packaging, services and programs for our customers, employees and communities that support our corporate purpose of Better Packaging. Better Life.

In 2019, we continued to make decisions to simplify our structure, processes and portfolio aimed at driving consistent earnings growth and solid returns to our shareholders. Our strategy is focused on four elements: driving profitable growth, both organically and through targeted acquisitions, improving margins, increasing free cash flow, and sustainability. While not a financial metric, we believe sustainability is so important that we are making it an integral part of our business strategy.

2019 was an unpredictable year as a slowdown in manufacturing activity impacted our industrial business, and our consumer business faced some choppiness as our customers’ fluctuating order

  NAMED EXECUTIVE
  OFFICERS FOR 2019

Robert C. Tiede
President and Chief Executive Officer
(until February 1, 2020)

Julie C. Albrecht

Vice President and
Chief Financial Officer

Rodger D. Fuller

Senior Vice President, Global Consumer Packaging, Display and Packaging and Protective Solutions (until February 1, 2020; Executive Vice President Global Industrial and Consumer as of February 2, 2020)

R. Howard Coker

Senior Vice President, Global Paper/ Industrial Converted Products (until February 1, 2020; President and Chief Executive Officer as of February 2, 2020)

Jeffrey S. Tomaszewski

Vice President, Global RPC and Display & Packaging (until February 29, 2020; Vice President North America Consumer and Global RPC as of March 1, 2020)

Barry L. Saunders

Retired Senior Vice President and Chief Financial Officer

(until March 31, 2019)

patterns reacted to market uncertainties. In the face of these challenges, we produced solid improvement in gross margin, operating margin and base earning by focusing on being excellent at those things we can control. In addition, we continued to improve our portfolio with the acquisition of Corenso Holdings North America, Inc., which strengthened our domestic paperboard operations, and we expanded our offerings into the growing healthcare packaging market with the year-end addition of Thermoformed Engineered Quality, LLC, and Plastique Holdings, LTD, (together TEQ). Finally, we launched our EnviroSense™ portfolio of sustainable packaging solutions that will help our customers further reduce the environmental impact of packaging.

2019 Key Accomplishments

$3.53

Full-year 2019 GAAP earnings per diluted share were $2.88, compared to $3.10 in 2019. 2019 results included $0.65 per diluted share in after-tax charges related to restructuring and asset impairment actions, non-operating pension costs and acquisition-related expenses. Base net income attributable to Sonoco was $3.53 per diluted share, an increase of 4.7% from 2018. Base net income is a Non-GAAP financial metric. Information on how it was calculated is provided on page 29.

14.2%

2019 Base Operating Profit before Depreciation and Amortization (Base OPBDA) margin improved 70 basis points from 2018. Base OPBDA is a Non-GAAP financial metric. Information on how it was calculated is provided on page 29.

$180.0 Million

Sonoco returned $180.0 million in cash to shareholders in 2019, primarily through dividends. Over the past decade, Sonoco has returned approximately $1.7 billion to shareholders in the form of dividends and share repurchases. In 2019, we raised the common stock dividend by 5% to $1.72 per share, on an annualized basis. We have paid dividends since 1925 and have increased dividends for the last 36 consecutive years.

19.5%

During 2019, Sonoco provided a 19.5% total return to shareholders*. Our five-year total return of 64.2% compares favorably to a 42.2% return by the Dow Jones U.S. Container and Packaging Index.

* Cumulative stock price appreciation, plus dividends, with dividends reinvested.

Targeted Acquisitions Provide
Industrial/Consumer Growth

In 2019, we completed two strategic acquisitions which strengthened our Paper/Industrial Converting Products and Consumer Packaging segments. We spent $297.9 million to purchase:

Corenso Holdings North America, Inc., a leading United States manufacturer of uncoated recycled paperboard and high-performance cores used in the paper, packaging films, tape and specialty industries, located in Wisconsin Rapids, WI.

TEQ, a global manufacturer of thermoformed packaging serving the healthcare, medical device and consumer markets, based in Huntley, IL, with five operations in the U.S., the United Kingdom and Poland.

EnviroSense™ Sustainability Portfolio Launched

Sonoco recognizes the critical importance of developing new sustainable packaging solutions that will protect and preserve our planet for future generations. This belief led to the creation of our EnviroSense™ portfolio of sustainable packaging, which we introduced in September 2019. EnviroSense products must exhibit several key attributes that reduce environmental impact, including recyclability, recycled content, reusability, composability, optimization, bio-based content and responsible fiber sourcing.

To further our progress in meeting our sustainability commitments, Sonoco hosted its first Sustainability and Food Waste Summit on September 17-18, 2019, in Hartsville, S.C., where more than 170 of our customers, non-governmental and regulatory representatives and other sustainability thought leaders toured plastic recycling infrastructure, listened to informative speakers and exchanged ideas on topics, including improving the sustainability of packaging, reducing food waste, understanding innovations in recycling technology and changes in consumer behavior. We are working with Clemson University to conduct a second summit on September 22-23, 2020, in Clemson, S.C.

Further information on our sustainability efforts and our EnviroSense products, including a review of our 2019 Corporate Responsibility Report, can be viewed at sonoco.com/sustainability.

Executive Compensation Plan Overview

The Executive Compensation Committee of our Board of Directors (the “Committee”) is responsible for the oversight of all executive compensation. In review of the 2019 achievements, the Committee believes the compensation paid to our NEOs was commensurate with our performance when compared with the performance of our packaging peers. In addition, we believe our targeted short-term incentives and long-term incentives achieved our goals of motivating and rewarding performance and aligning our executives’ interests with those of our shareholders.

We met several key financial, operational and strategic commitments in 2019, although we did not fully meet all short-term and long-term targets. Consistent with the Company’s philosophy to pay for performance and to pay within reason, executive compensation paid below targeted levels in the annual incentive plan. Specifically, the Performance-based Annual Cash Incentive payout was 65.57% of Target, as described in detail under “2019 Committee Actions – Performance-based Annual Cash Incentive” on page 29. The 2017-2019 Long-Term Incentive Plan vested at 86.2% of Target and is described in more detail under “Results of 2017-2019 PCSU Performance Cycle” on page 34. The specific drivers and results of these two plans, as well as other components of executive compensation are covered in detail in later sections.

Highlighted below is an overview of Sonoco’s goals regarding executive compensation, followed by the compensation objectives and elements of our executive compensation programs. The rationale of the key actions and decisions made with respect to our executive compensation program in 2019 is also provided through several sections of the “Compensation Discussion and Analysis.”

Sonoco’s Goals Regarding
Executive Compensation

Pay for performance

Compensation should provide incentives for and reward the creation of value for the Company stakeholders. As such, we believe a substantial portion of executive compensation should be tied to relevant financial and/or operational outcomes that (a) reflect the decisions and efforts of those being compensated, and (b) contribute to the creation of value over the long term. While compensation should ultimately reward long-term performance, incentives for short-term (i.e. annual) performance objectives are also appropriate to the extent they support sustainable value creation. As illustrated on page 27, 85% of our CEO’s target total direct compensation and 72% of our other NEOs’ target total direct compensation is tied to Company performance, which we believe is a significant driver of shareholder value.

Pay within reason

Compensation levels and performance targets should be sensible within the context of a company’s peer group, taking into account differences in company sizes and complexity, as well as performance. The Committee retains an independent consultant that provides advice relating to executive officer and director compensation, but does not provide any other services to the Company. The Board reviews comparative pay data, national survey data, proxy data for packaging peer companies and tally sheets as input into compensation decisions and selects peer companies based on relevant business metrics. We provide only minimal perquisites.

Listen

Sonoco intends to regularly seek input from shareholders regarding compensation. To that end, annual advisory votes on “Say on Pay” provide shareholders with a consistent communication channel to provide input on compensation decisions.

Comply and Communicate

Sonoco seeks to clearly articulate a compensation philosophy that serves as the foundation for all of its pay programs and decisions, and to clearly disclose the Board’s decision-making process, from the selection of peer groups and performance targets, through performance assessment and award determination.

Encourage stock ownership

Sonoco values stock ownership and retention by its directors and executives because we believe it reinforces a strong shareholder mindset. Executives are expected to maintain a substantial ownership interest for the duration of their employment. We have a no-hedging policy that prohibits our directors, executive officers or other employees from entering into speculative transactions in our stock that would cause personal interests to conflict with the best interests of the Company and its shareholders. In addition, we have an anti-pledging policy that prohibits directors and executive officers who are subject to target common stock ownership guidelines from pledging any of the shares they are required to own under such guidelines to secure any indebtedness. No directors or executive officers have pledged shares. Our equity compensation plans do not permit backdating, re-pricing, or retroactively granting equity awards, or payment of dividend equivalents on unearned performance shares or stock options.

Minimize guarantees

Sonoco believes its senior executives should be engaged without employment contracts that guarantee salary or incentive payment. In addition, Sonoco provides limited executive benefits and perquisites and does not provide tax gross-ups to our NEOs.

Lead by example

Director compensation should be reasonably structured to reward the efforts of directors without compromising the independence necessary to protect shareholders’ long-term interests. We believe that payment of a significant portion of directors’ fees in stock that must be held for a duration of the director’s service helps align directors’ interests with the interests of other shareholders.

Say on Pay Support

Say on Pay

At the April 2019 Annual Meeting, 96.9% of shareholders who cast a vote for or against the proposal, voted in favor of the Company’s “Say on Pay” proposal on executive compensation. The Compensation Committee did not make any material changes to the design of the 2019 executive compensation program as a result of the vote.

Shareholder Engagement

Shareholder engagement is a key pillar of our governance strategy and we are committed to active engagement with our shareholders. In 2019, our Board Chairman and Lead Independent Director along with members of senior management engaged in direct dialogues with several of our largest institutional shareholders. Issues discussed during these engagement meetings included corporate strategy, governance, risk assessment and management, board experience and refreshment, executive compensation practices, and our sustainability strategy. As a result of these consultations, along with other research and review, the Board has put forth proposals to Amend Certain Provisions of Sonoco’s Articles of Incorporation and By-Laws to provide for simple majority voting for shareholder consideration at our 2020 annual meeting. We expect to conduct additional proactive engagements with several of our largest institutional shareholders in order to better understand their perceptions and communicate our focus on sustainability, corporate governance and executive compensation. In addition, we expect to continue providing shareholders regular updates on our performance and strategic actions, by conducting an annual investor day meeting and quarterly financial updates. See further information on “Communications with the Board of Directors” on page 15.

Compensation Objectives

The Committee is comprised of all independent directors. The Committee establishes the Company’s overall compensation philosophy, oversees the development and implementation of various compensation programs and determines the executive compensation provided to all of our executive officers, including our NEOs. Information about the purpose of the Committee and its process and procedures for consideration and determination of executive officer compensation is outlined under the caption “Corporate Governance – Board Meetings and Committees of the Board – Executive Compensation Committee” on page 16 of this Proxy Statement and, a copy of the Committee’s charter is also available in the Investor Relations section of our website at www.sonoco.com. The Committee does not delegate its decision-making authority relating to executive compensation.

Our compensation program is designed to meet three principal objectives:

·

Attract, retain and reward executives whose contributions support the Company’s long-term success;

·

Encourage achievement of both short and long-term financial and strategic goals by directly linking executive compensation to Company performance; and

·

Maintain consistent and continuing alignment of management actions and shareholders’ interests.

Each aspect of our overall compensation program is designed to support these objectives to various degrees, with the overarching goal of maximizing long-term shareholder value.

Pay Mix and Pay Philosophy

The executive compensation program consists of the following components:

Direct compensation elements, consisting of:

·

Base salary

·

Performance-based annual cash incentive

·

Long-term equity incentive

Executive benefit elements, consisting of:

·

Supplemental executive retirement benefits

·

Executive life insurance

Minimal prerequisites

Weightings of Direct
Compensation Elements

Base salary, performance-based annual cash incentive and long-term equity incentives comprise total direct compensation for each executive. With the exception of base salary, all elements of direct compensation are variable and intended to fluctuate based on performance as measured by both operating results and changes in shareholder value. This pay mix supports our pay-for-performance compensation objective and places a significant amount of compensation at risk. As illustrated below, for 2019, 85% of the CEO’s target total direct compensation and 72% of the other NEOs’ target total direct compensation are at risk.

Compensation for all the NEOs, including the CEO, places more weight on long-term incentives than annual incentives to reflect the importance of making strategic decisions that focus on long-term results. The CEO’s long-term incentives have the greatest weighting to provide the strongest alignment of his compensation with long-term shareholder interests.

The following charts illustrate the allocations of direct compensation elements and are based on 2019 direct compensation elements at target. For annual performance-based cash incentives, “target” incentive is used as described in the “Performance-based Annual Cash Incentive” section on page 28. For long-term equity incentives, “target” is equal to the grant date value of the share allocation and is described in the “Long-term Equity Incentives” section on page 31. The method used to value shares is consistent with the information presented in the “Summary Compensation Table” on page 40.

Use of National Market Surveys
and Peer Company Data

The Committee relies on two sources of data to set specific compensation levels. The first source of data is derived from national compensation surveys conducted by three independent consulting firms Aon, Willis Towers Watson and Mercer. These surveys cover a large number of similar corporate officer positions nationally. We refer to this as our “National Survey Data”. We match our corporate officer positions to the survey positions using the aggregate data that has been size-adjusted based on revenue and/or scope parameters, which helps to ensure that the data reflects the national market for talent among companies comparable in size to Sonoco. Likewise, we match division officer positions to similar positions in the survey data for comparable division revenue ranges. In addition to the National Survey Data, at least annually, the Committee’s consultant has prepared customized compensation studies with respect to our NEOs in comparison to the NEOs of a 13-company group of packaging companies approved by the Committee that we refer to as our “Peer Group”. The Peer Group companies have revenues, assets and market capitalization similar to those of Sonoco. As a result of Amcor’s acquisition of Bemis Company Incorporated, the Committee removed Bemis Company Incorporated as a peer company in 2020. The combined company Amcor Plc. (merger of Amcor and Bemis) has brought the company size and revenue profile outside of our targeted range. The Committee is not expected to recommend a replacement company at this time, so the Peer Group for 2020 is expected to consist of the remaining 12 companies.

The 2019 Peer Group companies, each of which has revenues that generally range between 50% and 200% of Sonoco’s revenue, are:

     Aptar Group Incorporated

     Avery Dennison Corporation

     Ball Corporation

     Bemis Company Incorporated

     Berry Plastics Group

     Crown Holdings Incorporated

     Domtar

     Graphic Packaging

     Greif Incorporated

     Owens-Illinois Incorporated

     Packaging Corporation of America

     Sealed Air Corporation

     Silgan Holding

The Committee uses the aggregate compensation data from the broader National Survey Data to set specific compensation levels, but cross checks these levels against the Peer Group company data. In most cases the data from both sources are comparable.

Committee Review of Overall Compensation Components and Aggregate Awards

To evaluate the overall competitiveness of the executive compensation program, each year at its April meeting, the Committee reviews the total compensation package for each executive officer. This includes review of a tally sheet showing a history of base salary adjustments, annual incentive awards and total cash compensation for the last seven years (or term as an executive officer, if less), stock options or stock-settled stock appreciation rights outstanding and the option price, unvested performance contingent restricted stock units (projected at threshold, target, and maximum), unvested restricted stock units, the value of accrued retirement benefits, and the amount of executive life insurance coverage. The Committee also reviews each element of the total amount of compensation awarded and realized during the prior year.

The Committee assesses total executive compensation to determine where total executive compensation falls in relation to the Peer Group, and to assess how the Company’s overall compensation programs operate. Based on the reviews of tally sheets for each NEO, the Committee may make changes in overall plans or individual elements if it determines they are appropriate to meet overall compensation objectives.

The Committee does not have a practice of adjusting the size of current and future compensation awards or compensation program components to reflect amounts realized or unrealized by an individual from prior equity grants. In other words, awards are not increased to compensate for prior performance below target, nor are they decreased because of prior performance above target. Likewise, since earnings on equity compensation are not included in any pension calculation formula, any gains, or lack thereof, from prior awards are not considered in setting or earning retirement benefits.

Description of Direct Compensation Elements and 2019 Committee Actions

This section describes the 2019 direct compensation elements for the Company’s former Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”), the former Chief Financial Officer and the three other most highly compensated executive officers (one of whom, Mr. Coker, became our new CEO on February 2, 2020)

Mr. Saunders retired as CFO effective March 31, 2019. Mr. Tiede resigned as CEO effective February 1, 2020.

Base Salary

The Committee uses base salary to attract, retain and reward executives based on demonstrated experience, skills and competencies relative to the salary midpoint of the job. To accomplish this, the Committee establishes a salary midpoint

for each executive officer position based on a structured job evaluation system used for broad based compensation in the Company as well as a comparison to the National Survey Data at median as previously outlined. Each year, the Committee reviews the base salary of all executives including the CEO and other NEOs. The decision on whether to award merit increases for the executive officer group as a whole takes into consideration the salary and wage increases being awarded to other levels of employees in the Company, the current economic environment, and the operating results of the Company. The decisions relative to the amount of individual merit increase awards are based primarily on each executive’s performance in the past year, readiness for promotion to a higher level, experience and skill set relative to peer counterparts, and criticality to the Company, as well as the relationship of the executive’s current salary to the base salary midpoint for the position. Generally, executives who are newly promoted are positioned below the salary midpoint (50th percentile), whereas those who are highly experienced and performing at superior levels are compensated above the midpoint.

Base salary increases are also considered and awarded upon promotions or appointment to positions of greater responsibility.

2019 Committee Actions — Base Salary

As a result of promotion announcements made in December 2018 for Mr. Fuller and Mr. Coker, the Committee approved base pay adjustments, effective January 1, 2019, of 5.6% and 5.9%, respectively.

In response to the March 2019 retirement of Mr. Saunders, the Governance and Nominating Committee approved the promotion of Mrs. Albrecht to the position of Vice President and Chief Financial Officer, and the Compensation Committee approved an increase to Mrs. Albrecht’s base pay of 15% effective March 1, 2019.

At its April 2019 meeting, the Committee approved merit increases for the executive officer group. In determining the increases, the Committee considered the executives’ overall performance, contribution to the Company’s results, experience and market competitiveness. Mr. Tiede and the other NEOs, except Mr. Saunders (who had retired), each received a merit increase of 3.0% effective June 1, 2019. In addition, Mr. Tiede and Mrs. Albrecht both received market adjustments of 13% and 10% respectively. Mr. Tomaszewski, who was not an officer during the merit review process, received a 3.5% merit increase effective June 1, 2019. Mr. Tomaszewski did not receive any further base salary adjustment upon being named an officer on November 1, 2019.

Performance-based Annual Cash Incentive

The Committee uses performance-based annual cash incentives designed to align executives’ interests with those of our shareholders by focusing on strong annual financial and operating results.

To determine the actual awards each year, the Committee establishes a “threshold,” a “target,” and a “maximum” incentive amount for each NEO. These represent a percentage of base salary. Each level (threshold, target and maximum) represents different Company performance and year-over-year growth expectations considering factors such as the Company’s annual operating budget for the year, the Company’s prior year’s performance, and the historical performance levels of our Peer Group. Target is established at a performance level considered to be above average performance, and the corresponding compensation level equates to what is considered competitive as compared to National Survey Data and Peer Group data. Threshold goal is set at what is considered minimally acceptable performance, while maximum goal equates to what is believed to represent superior performance for the year and correspondingly an above National Survey Data median compensation opportunity. “Threshold” level of payout is equal to 40% of “target” payout. “Maximum” payout is equal to two times “target” payout.

The Committee has authority to adjust payouts of the annual cash incentive to individual participants based upon

consideration of individual performance and/or other factors that the Committee determines warrant an adjustment, such as external market challenges or global economic events. No such adjustments were made in 2019 to any NEOs.

The Committee will also determine each year the types of financial measures that will be used for the annual cash incentive. Normally, performance at budget will earn a “target” award since budget is set to reflect what the Board believes will represent above average performance for the year versus our Peer Group. However, the Committee may choose to set “target” incentive for performance above or below budget depending on the degree of difficulty in achieving budget in any one year. Similarly, the Committee establishes financial objectives for maximum incentive that are above budget, which is believed to be superior performance for the year.

2019 Committee Actions —
Performance-based Annual Cash Incentive

For 2019, the Committee established an annual incentive compensation threshold, target, and maximum payout for each NEO, as follows:

Annual Incentive
Compensation
at Threshold*

Annual Incentive
Compensation
at Target*

Annual Incentive
Compensation
at Maximum*

R.C. Tiede

48.0%

120.0%

240.0%

J.C. Albrecht

27.0%

67.0%

135.0%

R.D. Fuller

30.0%

75.0%

150.0%

R.H. Coker

30.0%

75.0%

150.0%

J.S. Tomaszewski

17.2%

43.1%

86.2%

B.L. Saunders

30.0%

75.0%

150.0%

Mrs. Albrecht’s target percentage above represents January through February at a target bonus level of 50% and March through December at a target bonus level of 70%. Mr. Tomaszewski’s target percentage above represents January through October at a target bonus level of 37.50% and November through December at a target bonus level of 70%.

Financial performance measures are established each year. For 2019, the Committee considered base operating profit adding back depreciation and amortization (“Base OPBDA”), which focuses on Sonoco’s operating profitability, a critical metric for the annual cash incentive plan, and placed the largest weighting (50%) on this metric. Base operating profit and Base OPBDA are non-GAAP financial measures. Information about how Base operating profit was calculated is provided on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission.

Below is a reconciliation of Base operating profit to Base OPBDA in thousands:

2019 Base Operating profit                   $525,392

Plus: Depreciation and amortization*     238,120

2019 Base OPBDA                               $763,512

*Excludes amortization included in interest expense

In addition to Base OPBDA, the Committee selected base earnings per share (“BEPS”), sales volume growth and working capital as key performance variables essential to maximizing shareholder value. Year-over-year BEPS shows Sonoco’s improvement in its profitability on a per share basis. Growth in BEPS illustrates Sonoco’s emphasis on creating shareholder value and is the second highest weighted metric (20%) for the annual cash incentive. BEPS is a non-GAAP measure and information about how BEPS was calculated is provided on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission.

Sales volume growth is the year-over-year increase in revenue attributable to changes in volume and mix, excluding the impacts of price, exchange rates, acquisitions, divestitures and discontinued operations. For 2019, the target level for sales volume growth was less than prior year due to an updated assessment of our markets and general economic conditions.

A working capital metric was included as a performance measure to bring increased attention to cash flow generation with a specific focus on working capital management. This metric reflected targeted year-over-year improvement in a twelve-month average of net working capital days (days of accounts receivable and inventory less days of accounts payable).

All of the NEOs were assigned the following financial measures and weightings for the 2019 annual cash incentive.

Incentive Plan Financial Measures

Weightings

Base OPBDA

50%

BEPS

20%

Sales Volume Growth

15%

Working Capital

15%

The financial measure goals established for the annual cash incentive at the beginning of the year, and the actual 2019 financial performance were as follows:

Threshold

Target

Maximum

Actual 2019
Performance

Base OPBDA

0%

7.3%

8.3%

5.2%

BEPS

0%

4.5%

5.9%

4.7%

Sales Volume Growth

0%

0.3%

0.6%

-2.5%

Working Capital Cash Gap Days

48.1

47.1

46.6

-8.1%

Our Base OPBDA for 2019 was $763,512 thousand (5.2% growth), which resulted in this component’s 50% weighting of the annual cash incentive being earned at 83.1% of target. Information on how Base OPBDA was calculated can be found on page 29. BEPS was $3.53, (4.7% growth) which resulted in this component’s 20% weighting of the annual cash incentive being earned at 120% of target. Information about how BEPS was calculated is provided on page 21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission.

Sales Volume Growth for 2019 was $(133,398) thousand, which resulted in this component’s 15% weighting of the annual cash incentive performing below threshold and receiving zero payout.

Working capital cash gap days were 52.0 days, which resulted in this component’s 15% weighting of the annual cash incentive performing below threshold and receiving zero payout.

The following table shows the dollar amount of annual cash incentive awarded to each of the NEOs for 2019 after applying the results of the performance measures and weightings mentioned above. The table also includes the percentage of target, the actual percentage of each NEO’s base salary and the percentage of change from the prior year.

Annual Incentive
Compensation for 2019

Percentage
of Target

Percentage
of Base Salary

Percent Change
from Prior Year

R.C. Tiede

$744,364

65.6%

78.7%

-44.1%

J.C. Albrecht

224,514

65.6%

44.1%

-22.6%

R.D. Fuller

267,719

65.6%

49.2%

-50.7%

R.H. Coker

267,719

65.6%

49.2%

-50.5%

J.S. Tomaszewski

116,310

65.6%

28.2%

-45.9%

B.L. Saunders

72,106

65.6%

49.2%

-88.5%

Long-term Equity Incentives

The Committee uses long-term equity incentives to align executives’ interests with long-term shareholder interests and to provide opportunities for increased stock ownership, which we believe enables us to attract and motivate our executives as well as promote retention. In 2019, long-term equity incentives were awarded under our 2019 Omnibus Incentive Plan, which was approved by our shareholders in 2019 (the “2019 Plan”). The 2019 Plan provides for various types of equity awards, including restricted stock, restricted stock units, stock appreciation rights, options, performance shares, and performance units. Each year, the Committee determines the types of awards that will be granted under our long-term plan then in effect, and establishes performance measures and performance periods for performance-based awards, and vesting schedules. The awards the Committee granted in 2019 under the 2019 Plan were comprised of performance contingent restricted stock units (“PCSUs”), stock-settled stock appreciation rights (“SSARs”) and restricted stock units (“RSUs”).

To determine the amount of equity awards to be granted to each executive officer position, the Committee uses competitive survey data as previously described, to first determine the target total direct compensation (base salary, performance-based annual cash incentives and long-term equity incentives) value to be provided for each executive officer position. We generally position target total direct compensation at approximately the median level (50th Percentile). However we do consider other factors such as time in the role, individual performance, internal equity and difficulty to replace. To establish the amount of long-term equity award for each position, the Committee subtracts the sum of the market rate or actual base salary (whichever is higher) and the annual cash incentive compensation target from the target total direct compensation amount derived from the competitive survey data. This amount of long-term equity award for each executive officer position is then denominated

into a target mix of such types of awards permitted under the 2019 Plan as the Committee determines. For 2019, the target mix of awards for each officer was 50% PCSUs, 25% SSARs and 25% RSUs, which the Committee determined provides appropriate focus on financial goals and on long term value creation for the Company’s shareholders. The actual target number of PCSUs, SSARs, or RSUs for each officer position may be adjusted up or down from the competitive benchmark based on the assessment of individual performance in the past year. The Committee believes that varying the initial target shares under the plan provides a strong motivator to achieve personal performance objectives.

It is our practice to grant PCSUs, SSARs, RSUs, or other equity awards on the date of the first regular Board of Directors meeting in the calendar year. During the February meeting, the Committee establishes the target goals and awards for the upcoming performance-based annual cash incentive as well as the long-term equity incentives. This allows the Committee to balance the elements of total direct compensation. It also allows granting of the equity awards close to the time of the annual performance reviews, which increases the impact of the awards by strengthening the link between pay and performance. The recipients and the corresponding number of shares of equity awards, including PCSUs, stock options or SSARs and RSUs, are approved by the Committee at its regular meeting on the day prior to the Board of Directors meeting. We occasionally make special RSU or SSAR awards to new employees. In such case, the exercise price is based on the closing price of our stock on the recipient’s first day of regular employment. We also occasionally make stock option, SSAR awards or grants of RSUs to a Corporate Officer in recognition of a promotion or a change in position status. The effective date of these awards is the later of the date of approval by the Board in the case of a new officer election or the effective date of the promotion.

PCSUs – 50% of Equity Award

Grants of PCSUs are designed to reward participants for their contributions to the Company’s long-term success. The Committee believes that the NEOs have the most direct influence on achieving Company financial goals and therefore the PCSUs are weighted significantly more than the SSARs and RSUs. The Committee establishes performance requirements for meeting threshold, target and maximum goals that, in the judgment of the Committee, represent achievement of acceptable, superior and outstanding performance. Such goals are developed in the context of the Company’s stated objectives and longer term business outlook for total return to shareholders and returns on capital and equity.

Under the plan, actual PCSU shares earned are subject to the degree to which three-year Company financial goals are met and can vary between 0% and 200% of the target shares. PCSUs must meet threshold performance in order to achieve a payout.

Unvested PCSUs are forfeited upon termination of employment except in the case of death, disability, retirement or a change in control. If the participant’s employment is terminated as a result of death, disability, or retirement during the three-year performance period, the participant will be entitled to a settlement of any PCSUs that may vest at the end of the three-year performance period on a prorated basis equal to the time employed.

Upon consummation of a change in control that meets the criteria of Internal Revenue Code (“IRC”) Section 409A and the regulations thereunder, all unvested PCSUs will vest at target on a pro rata basis if the change in control occurs during the 3-year performance period. A lump sum payment equal to the aggregate fair market value of the PCSU (using the weighted average stock price on the last trading day immediately preceding the change in control) will be issued to the participant, within 30 days following the change in control unless the PCSUs were subject to a deferral election. In such event, payment of the PCSUs will be paid out at the earliest date permitted under IRC Code Section 409A (and in accordance with any deferral elections previously made).

PCSUs do not have voting rights and do not pay any current dividends or credit any dividend equivalents on unvested PCSUs. For any PCSUs that vest, but are deferred until six months after separation from service by an individual executive officer, dividend equivalents are accumulated from the time of vesting until the issuance of actual shares.

SSARs – 25% of Equity Award

Grants of SSARs provide the participant with the ability to profit from the appreciation in value of the Company’s stock. SSARs are only valuable to an executive if our stock price increases during the term of the award. The SSAR exercise price is based on the closing price of our stock on the day of the February Board meeting. SSAR awards made after 2014 vest over a period of three years and have a 10-year term from the date of grant. The first vesting date occurs

on the one-year anniversary of the grant, and the SSAR will only have value if the award is both vested and the stock price increases above the grant price during the award’s ten year term. SSARs are not credited with dividend equivalents.

Unvested SSARs are cancelled upon termination of employment, except in the case of death, disability, or involuntary (or good reason) termination within two years of a change in control that meets the criteria of IRC Section 409A and the regulations thereunder, in which case, unvested SSARs will immediately vest upon the date of termination.

RSUs – 25% of Equity Award

Grants of RSUs are intended to foster executive officer retention. RSUs have a three year vesting schedule, vesting in one-third increments starting on the one-year anniversary of the date of grant. RSUs do not have voting rights and do not credit dividend equivalents on unvested shares. For any RSUs that vest, but receipt of which is deferred until six months after separation from service by an individual executive officer, dividend equivalents are accumulated from the time of vesting until the issuance of actual shares.

Unvested RSUs are cancelled upon termination of employment, except in the case of death, disability, or involuntary (or good reason) termination within two years of a change in control that meets the criteria of IRC Section 409A and the regulations thereunder, in which case, unvested RSUs will immediately vest upon the date of termination.

RSUs – Special Grants

We have a practice of making a special grant of time-vesting RSUs to individuals when they are first elected to an executive officer in recognition of this event and the individual’s increased responsibility. Receipt of such RSUs occurs six months following separation from service. The value of RSUs granted is based on position. The special grant of officer RSUs are credited with dividend equivalents, which are not paid out until receipt of the shares. The vesting of these RSUs may be structured in one of three ways: vesting in three equal increments on the third, fourth, and fifth anniversary of the grant if RSUs are granted all in one year; vesting on the third anniversary of each grant if granted over three years; or cliff vesting on the fifth anniversary of the grant.

Unvested special grant RSUs are cancelled upon termination of employment, except in the case of death, disability, or involuntary (or good reason) termination in the event of a change in control that meets the criteria IRC Section 409A and the regulations thereunder, in which case, unvested RSUs will vest on a pro rata basis.

2019 Committee Actions

PCSUs

On February 13, 2019, the Committee approved PCSU grants to our executives, including the NEOs, for the 2019 – 2021 performance period. The value of the PCSU grants was weighted at 50% of the NEOs’ total long-term incentive compensation award. The FASB

Threshold Vesting

Target Vesting

Maximum Vesting

Average Three-Year RONAE*

10.9%

11.8%

12.1%

Three-Year Cumulative Growth in BEPS**

1.5%

5.2%

7.0%

SSARs

On February 13, 2019 the Committee approved SSAR grants to our executives, including the NEOs. As stated above, the SSAR awards were weighted at 25% of the NEOs’ total long-term incentive compensation award. The SSARs vest in equal installments on the first, second and third anniversaries of the grant and the grant price was set at $60.77 per share, the closing market price of our common stock on February 13, 2019, the date of grant. These SSARs will be valuable to the recipients only if the award vests and the market price of our stock exceeds $60.77 during the ten-year term of the award. The grant date fair values and the number of SSARs granted to each of the NEOs are included in the “2019 Grants of Plan-Based Awards” table on page 42. Target grants were calculated as described under “Long-term Equity Incentives” on page 31.

RSUs

On February 13, 2019 the Committee approved time-vested RSU grants to our executives, including the NEOs. The RSU awards were weighted at 25% of the NEOs’ total long-term incentive compensation award. The RSUs vest in equal installments on the first, second and third anniversaries of the grant. The grant date fair values and the number of RSUs granted to each of the NEOs are included in the “2019 Grants of Plan-Based Awards” table on page 42. Target awards were calculated as described under “Long-term Equity Incentives” on page 31.

These RSU awards for each of the NEOs, combined with their PCSU and SSAR awards discussed above, equates to

approximately 68% of the CEO’s and 51% of the other NEOs target total direct compensation, which is consistent with our pay for performance objective.

In recognition of Mrs. Albrecht being elected an executive officer and her new role as CFO, Mrs. Albrecht received a one-time special RSU grant valued at $150,027 with vesting in three equal increments on the third, fourth, and fifth anniversary of the grant. Receipt of these special RSUs occurs six months following separation from service.

In recognition of Mr. Tomaszewski’s being elected a Executive Officer effective November 1, 2019, Mr. Tomaszewski received a one-time special RSU grant valued at $300,033 with vesting in three equal increments on the third, fourth, and fifth anniversary of the grant. Receipt of these special RSUs occurs six months following separation from service.

The Compensation Committee decided not to grant equity awards to Mr. Saunders in 2019 due to his retirement effective March 2019.

Other 2019 Committee Actions

As a result of promotion announcements made in December 2018 for Mr. Fuller and Mr. Coker, the Committee approved an increase on their 2019 long-term equity awards with a dollar value of $1,000,000 each in February 2019.

In connection with Mrs. Albrecht’s promotion to Vice President and Chief Financial Officer, effective March 1, 2019, the Compensation Committee decided to increase the 2019 long-term equity award for Mrs. Albrecht (50% PCSUs, 25% SSARs, 25% RSUs) to a dollar value of $800,029. The compensation analysis was performed using the process described on page 27 under “Use of National Market Surveys and Peer Company Data”.

Results of 2017-2019 PCSU Performance Cycle

On February 8, 2017, the Committee granted PCSUs to our executives, including the NEOs, which represented 50% of each NEO’s long term equity award. The target performance for the average three-year RONAE was 10.29%, which reflects application of the original plan provisions related to capital investments made in acquisitions to the initial target level (11.2%), and the target performance for the three-year cumulative BEPS was 4.10%. The vesting of these PCSUs was dependent on achieving pre-determined growth levels of average RONAE and cumulative BEPS growth for the three-year performance period from January 1, 2017 through December 31, 2019.

The Company’s actual performance for RONAE was a three-year average of 10.06% and was below target performance under the plan. The Company achieved a cumulative BEPS of $8.85 for the three-year performance period which was at target. At the end of 2019, PCSUs vested at 86.2% of target. The PCSUs that have been earned and have vested are shown in the “2019 Option Exercises and Stock Vested” table on page 45.

Long-term Equity Changes Approved for 2020

In February 2020, the Committee reviewed the Sonoco equity award structure against general benchmark and Peer Group benchmark data and approved the following changes for the 2020 equity awards:

·

Removal of SSARs

·

Annual equity awards will be provided as 67% performance contingent RSUs and 33% time-vested RSUs

·

The RONAE metric will be replaced with a return on invested capital (“ROIC”) metric which brings Sonoco more in line with return metrics used by our Peer Group. ROIC focuses decision-making on value creation and captures how well a company and its management team use its capital (both equity and debt) to generate earnings.

2020 Committee Actions in Connection
with Appointment of New CEO, Resignation
and Retirement of Former CEO and
Promotion of Other NEOs

New CEO

In response to the February 1, 2020 resignation of Mr. Tiede as President and CEO, the Governance and Nominating Committee approved the promotion of Mr. Coker to the position of President and CEO. In connection with his promotion, the Compensation Committee made the following adjustments to his compensation, effective February 1, 2020. Mr. Coker’s base salary was increased

36% as an initial step toward transitioning him to a competitive compensation structure consistent with his new position and experience. Mr. Coker’s Annual Incentive Compensation threshold, target and maximum payouts will be increased to 48%, 120%, and 240%, respectively, effective January 1st. The increase in base salary and incentive compensation were determined using National Market Surveys and peer company data pursuant to the processes described on page 27 under “Use of National Market Surveys and Peer Company Data.” Mr. Coker was also granted an equity award increase of $1,000,000 and a one-time special RSU grant valued at $2,000,000. The special RSUs will vest on the fifth anniversary of the grant. This grant will accumulate dividend equivalents and receipt occurs six months following separation from service.

Former CEO

In connection with his resignation as President and CEO, effective February 1, 2020, and retirement, effective February 29, 2020, the Company entered into an early retirement and consulting agreement with Mr. Tiede pursuant to which he will be paid the compensation elements described below. To assist it in determining the amount and form of compensation to be paid to Mr. Tiede, the Committee engaged the services of its independent compensation consultant, FW Cook, to perform market analysis and provide advice. Commencing March 1, 2020 and ending February 28, 2021, Mr. Tiede will be paid a consulting fee of $50,000 per month, and will be given credit for the period that he serves as a consultant for purposes of vesting certain of his outstanding equity awards under the 2014 Long-Term Incentive Plan and the 2019 Omnibus Incentive Plan. In addition, in recognition of his entering into the consulting agreement, the one-time special restricted stock units granted to him when he was named Chief Executive Officer will vest at 40% on February 29, 2020, rather than 100% at the end of five years. He will continue to receive medical insurance under the current terms for one year, and certain other customary benefits. The total dollar value of the additional amounts to which Mr. Tiede will be entitled under the early retirement and consulting agreement with respect to the foregoing equity awards (assuming a Sonoco stock price of $59 per share at January 24, 2020, and vesting of the awards at target) will be approximately $2.568 million. The agreement also includes global eighteen-month noncompetition and non-solicitation provisions.

In addition to these amounts, upon his retirement, Mr. Tiede also became entitled to the benefits under the Company’s nonqualified deferred compensation plans under the terms and on the payment schedules of the plans as discussed under “—2019 Nonqualified Deferred Compensation” beginning on page 49, and a pro rata portion of his 2020 annual incentive compensation award. As an executive officer elected after April 1, 2004, Mr. Tiede, who is 61, will continue to receive Company-paid term life insurance coverage equal to approximately three times his 2019 base salary until the age of 65. See “—Description of Other Executive Compensation and Benefit Elements – Executive Life Insurance” on page 36. Mr. Tiede had been with the Company since 2004.

Other NEOs

The Committee reviewed the compensation and promotions of certain other NEOs using the processes described on page 27

under “Use of National Market Surveys and Peer Company Data”, and approved the following:

In recognition of Mr. Fuller’s promotion to Executive Vice President, Global Industrial and Consumer, the Committee approved a 21% increase to base pay effective February 1, 2020 and an increase to the annual cash incentive target level from 75% of base pay to 85% of base pay effective January 1, 2020. Mr. Fuller’s annual equity award for 2020 is $1,500,000.

In recognition of Mr. Tomaszewski’s promotion to Vice President, North America Consumer and Global RPC, the Committee approved a 12.3% increase to base pay effective March 1, 2020. No changes were made to the annual cash incentive target level and Mr. Tomaszewski’s annual equity award for 2020 is $375,000.

Additionally, the Committee reviewed the compensation level of Mrs. Albrecht and approved the completion of her transition to a competitive Chief Financial Officer compensation level for base pay and annual cash incentive level. Effective February 1, 2020, Mrs. Albrecht’s base pay increased 17% and her annual cash incentive target level increased from 70% to 80%. For 2020, Mrs. Albrecht’s annual equity award is $1,300,000.

Description of Other Executive Compensation and Benefit Elements

Employment Contracts and Potential Payments Upon Termination or Change in Control

The Company has not historically provided employment contracts, severance agreements, change in control agreements, or other

such financial security arrangements to our executive officers. We may, however, from time to time, assume an existing employment contract in connection with an acquisition and/or negotiate individual severance compensation arrangements in exchange for a non-compete agreement at the time of separation as circumstances warrant. See “2020 Committee Actions in Connection with Appointment of New CEO and Resignation and Retirement of Former CEO – Former CEO” immediately above for a discussion of the Committee’s actions in connection with Mr. Tiede’s resignation and retirement in February 2020.

Our long-term equity incentive plans do contain provisions for prorated or accelerated vesting of equity awards in the event of death or disability, and in certain cases retirement or change in control. SSAR grants and RSU grants provide that if involuntary (or good reason) termination of employment occurs within two years of a change in control that meets the criteria of IRC Section 409A and the regulations thereunder, unvested SSARs and RSUs will immediately vest upon the date of termination. The Committee believes these provisions are necessary so that the executive officers can focus on long-term Company growth and improving stock value without being concerned about risk of forfeiture. PCSU grants provide that unvested stock units will vest on a pro rata basis at target upon a change in control during the three-year performance period. The Committee believes performance metrics can be disrupted and possibly become obsolete in determining the appropriate number of shares to vest during a change in control. See “Potential Benefits Payable Immediately Upon Certain Separation Events” on page 53. These provisions apply similarly to all plan participants, including those below the executive officer level.

Termination

Retirement

Death/Disability

Change in Control

PCSUs –
50% award

Forfeit
unvested shares

Vested shares determined by performance at end of performance period and prorated based on period of employment during performance period

Vested shares determined by performance at end of performance period and prorated based on period of employment during performance period

Unvested shares vest at target on a pro rata basis upon CIC.

SSARs –
25% award

Forfeit
unvested shares

Forfeit
unvested shares

Immediate vesting upon death/disability

If involuntary (or good reason) termination of employment within two years of CIC, immediate vesting upon termination.

RSUs –
25% award

Forfeit
unvested shares

Forfeit
unvested shares

Immediate vesting upon death/disability

If involuntary (or good reason) termination of employment within two years of CIC, immediate vesting upon termination.

RSUs –
special grant

Forfeit
unvested shares

Forfeit
unvested shares

Vests on a pro rata basis, subject to approval from Committee

Vests on a pro rata basis upon CIC.

Deferred Compensation Plan

The Deferred Compensation Plan for Corporate Officers is a nonqualified deferred compensation plan (“NQDC”) we provide for our executive officers, including our NEOs, which is in line with general market practice, and the Committee believes it is an important part of an attractive rewards program necessary to recruit and retain qualified executive officers. Under the NQDC, our NEOs may voluntarily defer the receipt of a portion of base salary, annual incentive awards, restricted stock units and/or performance contingent restricted stock units. The NQDC is an unfunded and unsecured obligation of the Company, meaning that payments of participant balances in the plan are not guaranteed if the Company becomes insolvent or bankrupt. The plan and accumulated balances are described in more detail under the “2019 Nonqualified Deferred Compensation” table on page 49 “Nonqualified Deferred Compensation Plans” on page 51.

Executive Benefit Elements

We have two benefits that apply only to executive officers: an executive life insurance benefit and supplemental executive retirement benefits. The Committee has included these two elements in the overall compensation program to serve as a recruiting and retention vehicle. Attracting and retaining high caliber talent is challenging, and these two benefits are designed to help ensure long-term retention of key senior talent.

Executive Life Insurance

We provide most of our active employees with company-paid life insurance that is currently limited to $100,000. For executive officers, we provide an alternative executive life insurance benefit. Executive officers elected on or after April 1, 2004, receive company-paid term life insurance coverage that is approximately equal to three times base salary until the later of retirement or age 65. All of our NEOs are covered under this benefit. The Committee believes that this amount of coverage is in line with industry practice and provides life insurance coverage in line with the earnings level of an executive officer.

Supplemental Executive
Retirement Plan Benefits

Supplemental executive retirement plan benefits are one component of the executive compensation reward strategy and are offered under the Omnibus Benefit Restoration Plan in one of two formats, depending on when an NEO became an officer.

·

Defined contribution supplemental executive retirement benefit (the DCSERP), OR

·

Defined benefit supplemental executive retirement benefit (the DBSERP)

Executive officers elected after January 1, 2008, may participate in the DCSERP under which they receive an annual nonqualified plan contribution (equal to 10% of the prior year’s salary and earned incentive under the annual incentive plan). Seventy-five percent of the annual contribution is invested in a fixed interest account based

on 120% of the IRS applicable long-term rate. Twenty-five percent is issued in Sonoco deferred restricted stock units. The benefit vests at age 55 for participants with at least five years of service as an executive officer, and is not available for payment until six months following termination of employment.

After retirement, an officer’s vested DCSERP “account” is paid in three installments, with the first installment payable six months after an officer’s retirement date, the second installment payable in January of the next year following the first installment, and the third installment payable in January of the year following the second installment. Messrs. Tiede, Coker, Tomaszewski and Saunders currently participate in this plan. Effective January 1, 2019, Mr. Fuller began participation in the DCSERP as described below. Effective March 1, 2019 Mrs. Albrecht began participating in the DCSERP in connection with her promotion to Vice President and Chief Financial Officer. Upon his retirement February 29, 2020, Mr. Tiede became eligible to begin receiving the installment payments as outlined above.

Executive officers elected before January 1, 2008 participate in the DBSERP which, when combined with the tax-qualified Sonoco Pension Plan (“Pension Plan”), defined benefit restoration benefit (DB Restoration) and full Social Security benefits, equals 60% of the executive officer’s final average cash earnings, assuming age 65 retirement with at least fifteen years of Company service. The calculation excludes long-term compensation in any form. Officers elected before January 1, 2006, become fully vested in their DBSERP benefit upon the completion of five years service in the DBSERP. Officers elected after January 1, 2006, become fully vested in their DBSERP benefit upon completion of five years service in the DBSERP and attainment of age 55. In line with amendments to the Company’s broad-based defined benefit retirement plans, no additional benefits accrue under the DBSERP after December 31, 2018. NEOs whose DBSERP benefit accruals were frozen effective December 31, 2018 began participating in the DCSERP effective January 1, 2019.

The DBSERP benefit will be paid in three equal installments after retirement, with the first installment payable six months after an officer’s retirement date, the second installment payable six months after payment of the first installment, and the third installment payable 12 months after the payment of the second installment. The payment of the installments may be extended if needed to eliminate adverse accounting treatment to the Company. Mr. Fuller is an NEO elected before January 1, 2008, and therefore has a frozen DBSERP effective December 31, 2018, and began earning his executive retirement benefit effective January 1, 2019 under the DCSERP.

In addition to the supplemental executive retirement benefits (DBSERP or DCSERP), there are broad-based retirement benefits that apply to the NEOs, which are explained in more detail on pages 47 and 52. The NEO’s date of hire will determine eligibility for the broad-based retirement plans. The table below indicates the retirement benefits applicable to each NEO in 2019:

More detailed descriptions of the DBSERP benefit, the DCSERP benefit, the qualified Pension Plan, the DB Restoration benefit, the Sonoco Retirement Contribution, Company Match and DC Restoration benefit are set forth under “Sonoco Pension Plan” on page 47, “Defined Benefit Restoration and Defined Benefit Supplemental Executive Retirement PlanP” on page 47 and the “2019 Nonqualified Deferred Compensation Plans” on page 49.

Executive Perquisites

In support of our pay-for-performance philosophy, executive perquisites are minimal. Executive officers are permitted occasional use of the company aircraft for personal travel or family emergencies. The CEO also uses the company aircraft for regular business travel because we believe his use of the aircraft helps minimize time involved in commercial travel that could otherwise be directed to our business, and enhances his security. For other officers, personal use of the aircraft is reviewed on a case by case basis, and is permitted only under circumstances where there is direct benefit to us to minimize time spent on personal travel or in the case of family emergencies. The Company does not provide a tax gross-up for the imputed income relating to the personal use of the Company plane.

With the exception of gross-ups that might be paid pursuant to our broad-based employee relocation assistance plan, which covers all eligible salaried employees, we do not provide income tax gross-ups to our NEOs, and our Compensation Committee has adopted a resolution that prohibits such payments.

Executive Compensation Policies

Executive Officer Stock Ownership Guidelines

To emphasize the importance of linking executive and shareholder interests, the Board of Directors adopted stock ownership guidelines for executive officers. The target level of ownership of common

stock (or Common Stock Equivalents) was established as a multiple of each executive officer’s annual base salary as outlined below:

   Chief Executive Officer

  6.0 times annual base salary

   Chief Operating Officer

  4.0 times annual base salary

   Executive Vice Presidents

  3.0 times annual base salary

   Senior Vice Presidents

  2.0 times annual base salary

   Other Officers

  1.0 times annual base salary

Beginning on July 1, 2011, and until the executive attains the target ownership level, the executive is required to hold in shares at least one-half of the realized gains (less taxes) from the vesting or exercise of equity awards.

Common stock held in the Sonoco Retirement and Savings Plan, stock equivalents earned through nonqualified deferred compensation plans, vested RSUs, and any other beneficially owned shares of common stock are included in determining compliance with the guidelines. Unvested RSUs and shares that may be acquired through the exercise of stock options or SSARs are not included in the calculation of stock ownership for guideline purposes.

Anti-hedging Policy

The Board of Directors has adopted an anti-hedging policy for Company stock. Sonoco considers it inappropriate for any director, officer (including all NEOs), or other employee to enter into speculative transactions in Sonoco stock. Such activities may put personal interests and objectives in conflict with the best interests of the Company and its stockholders. Therefore, our policy prohibits the purchase or sale by any director, officer or employee of puts, calls,

options, warrants, or other derivative securities based on the Company’s stock. This prohibition also includes hedging or monetization transactions, such as forward sale contracts, in which the stockholder continues to own the underlying security without all the risks or rewards of ownership. All Directors and Named Executive Officers were in compliance with the policy as of December 31, 2019.

Anti-pledging Policy

The Board of Directors has adopted an anti-pledging policy with respect to Company stock owned by Directors and executive officers. The policy provides that Directors and executive officers who are subject to target Sonoco common stock ownership guidelines may not pledge any of the shares they are required to own under such guidelines to secure any indebtedness.

As discussed above under “--Executive Officer Stock Ownership Guidelines” and under “Security Ownership of Management – Director Stock Ownership Guidelines,” the Board has established target stock ownership guidelines for Directors and executive officers because it believes that the interests of Directors and executive officers should be closely aligned with those of shareholders by sharing with other shareholders the risks and rewards of stock ownership. The Board recognizes that pledging of shares may be perceived as contrary to this goal because of the perception that doing so may allow a pledging shareholder to reduce the risks of stock ownership. Accordingly, the Board determined that it would be appropriate to adopt a policy prohibiting Directors and executive officers from pledging the shares of their Company stock they are required to own under the ownership guidelines.

In adopting the policy, however, the Board recognized that a complete prohibition on pledging Company stock could result in financial hardship for Directors and executive officers subject to the policy. The Board observed that, if Directors and executive officers were not permitted to pledge any of the shares owned by them, their only alternative to obtain liquidity from shares owned in excess of the target number would be to sell the shares, and thereby reduce the alignment between their interests and those of other shareholders. Therefore, the Board determined that it would be appropriate to restrict Directors and executive officers from pledging only the portion of their Company stock that is subject to target ownership guidelines in order to afford them greater access to liquidity to meet personal obligations, and to encourage continued ownership of Company shares.

All Directors and named executive officers were in compliance with this policy as of December 31, 2019.

Incentive Compensation Clawback Policy

The Board of Directors adopted a “clawback” policy in 2014 covering payments of incentive based compensation to current and former executive officers. The policy provides that, if the Company is required to restate its financial results because of its material noncompliance with any financial reporting requirement under the securities laws, the Committee will review all awards or payments of any form of bonus or incentive-based compensation made to our

current and former executive officers within the three-year period immediately preceding the date on which the Company is required to prepare the restatement. If the Committee determines that any such bonus and incentive awards or payments were based on erroneous data and would have been lower had they been calculated based on the restated results, the Committee will review the facts and circumstances and, to the extent permitted by applicable law, may seek to recover for the benefit of the Company the difference between the amounts awarded or paid and the amounts that would have been awarded or paid based on the restated results.

The Committee has sole discretion to determine whether, and the extent to which, to require any such repayment and to determine the form and timing of the repayment, which may include repayment by the executive officer or an adjustment to the payout of a future incentive. These remedies would be in addition to, and not in lieu of, any penalties imposed by law enforcement agencies, regulators or other authorities.

For purposes of this policy, “executive officers” include all persons designated by the Board of Directors as Section 16 reporting officers.

Role of Independent
Compensation Consultant

The Committee seeks input from FW Cook, its independent compensation consultant, in its decision making process. The independent consultant reports directly to the Committee, and the Committee has the sole authority to retain or dismiss the consultant. The independent consultant does not provide services to the Company in any area other than executive and director compensation on behalf of the Committee.

The independent consultant is expected to assist the Committee and work on its behalf on matters related to the Committee’s purposes and responsibilities as set forth in the Committee charter, which is summarized under the “Corporate Governance — Board Meetings and Committees of the Board — Executive Compensation Committee” on page 15 and is also available through the Investor Relations section of our website at sonoco.com. The independent consultant periodically advises the Committee as to trends in executive compensation and also provides specialized studies or expert advice as requested with respect to executive compensation issues. In 2019, the independent consultant conducted a competitive compensation review of our NEOs compared to our Peer Group’s NEOs, provided an update of compensation trends and regulatory developments, assisted in analysis of CEO and CFO transitions, analyzed the Company’s use of share-based compensation compared to our peer group, completed a realized pay analysis compared to our Peer Group, supported the process of developing the 2019 Omnibus Incentive Plan and requesting additional shares, assisted in the preparation of the Company’s public filings with regard to executive compensation, provided advice on application of the CEO Pay Ratio regulations and reviewed implications of tax reform. In early 2020, the independent consultant provided the Committee advice and

performed market analysis in connection with compensation to be paid to our former CEO upon his early retirement. The independent consultant meets with the Committee at least once a year and attends regular Committee meetings in person or by telephone as requested. The independent consultant also provides advice and performs competitive analysis with respect to director compensation, as requested, for the Corporate Governance and Nominating Committee.

From time to time, management engages the services of other compensation consultants to assist with matters relating to executive officer and employee compensation. In 2019, management engaged Aon to provide compensation and benefit survey data, executive benefit calculations, FICA tax calculations and assistance with document drafting.

The Compensation Committee has assessed the independence of FW Cook and Aon pursuant to rules of the Securities and Exchange Commission and the New York Stock Exchange and concluded that neither FW Cook nor Aon’s work for the Compensation Committee and management respectively, raises any conflict of interest.

Role of Executive Officers in
Determining Executive Compensation

In order to evaluate performance and use it as a basis for making compensation decisions, the full Board of Directors participates in a formal performance review process that is used for determining the CEO’s compensation. The CEO provides a written evaluation of his performance against objectives at year-end to each director. Each individual director completes a written evaluation of the CEO’s performance. Results are compiled by the Chair of the Corporate Governance and Nominating Committee, who then provides a copy to each director prior to the first Board of Directors meeting for the year. The Committee uses this summary from the Board of Directors to make decisions relative to the CEO’s compensation. The Committee also uses input from its independent compensation consultant in making decisions regarding the CEO’s compensation. The CEO does not participate in decisions regarding the determination of his own compensation, other than to prepare the summary of his results versus objectives for the year as described above. For the other NEOs and executives, the Committee receives input and recommendations from our CEO as well as its independent compensation consultant. The NEOs or other officers do not have a role in the determination of their own compensation except to provide and discuss their performance against objectives during their annual performance reviews.

Compensation Committee Report

The Executive Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” included in this Proxy Statement with management. Based on that review and discussion, the Executive Compensation Committee recommended to our Board of Directors that the “Compensation Discussion and Analysis” be included in our Annual Report on Form 10-K for the year ended December 31, 2019, and in this Proxy Statement.

M.D. Oken (Chair)

P.L. Davies

R.G. Kyle

B.J. McGarvie

J.M. Micali

S. Nagarajan

T.E. Whiddon

Compensation Risk Review

With the assistance of the Committee’s independent compensation consultant, the Committee reviews our compensation policies and practices applicable to our employees and has concluded that they do not create risks that are reasonably likely to have a material adverse effect on our Company. The key features of the executive compensation program that support this conclusion are the following:

·

Appropriate pay philosophy, peer group and market positioning

·

Effective balance between cash and equity compensation, and short- and long-term performance focus

·

Performance objectives with an appropriate level of difficulty that reflects the Board-approved annual budget and long-term strategic planning objectives

·

Multiple performance metrics in the annual and longer-term incentive programs that are intended to create a balanced focus on growth, profitability and asset efficiency, as well as absolute stock price appreciation

·

The Committee’s ability to use its discretion to reduce earned incentive compensation based on a subjective evaluation of the quality of earnings, individual performance and other factors

·

Meaningful risk mitigators such as substantial stock ownership guidelines and anti-hedging, anti-pledging and clawback policies, Committee oversight, and use of an independent external consultant

·

Incentive plans do not reward individuals for behaviors that can place the Company at risk (for example, incentives based on financial hedging transactions or incentives based on customer transactions that have significant financial risk)

Name and
Principal Position
(a)

Year
(b)

Salary
($)
(c)

Bonus
($)
(d)

Stock
Awards
($)(1)
(e)

Option
Awards
($)(2)
(f)

Non-Equity
Incentive Plan
Compensation
($)(3)
(g)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)(h)

All Other
Compensation
($)(5)
(i)

Total
($)
(j)

Robert C. Tiede

2019

$945,983

(6)

-0-

$2,513,695

$820,007

$744,364

-0-

$378,636

$5,402,685

President and

2018

814,077

-0-

3,786,463

586,251

1,332,354

-0-

292,096

6,811,241

Chief Executive Officer

2017

670,556

-0-

923,682

299,344

434,772

-0-

202,159

2,530,513

Julie C. Albrecht *

2019

509,131

-0-

750,051

200,005

224,514

-0-

127,881

1,811,582

Vice President and

2018

-0-

Chief Financial Officer

2017

-0-

Rodger D. Fuller

2019

544,374

-0-

750,101

250,004

267,719

1,267,654

168,574

3,248,426

Senior VP – Global Consumer

2018

500,694

-0-

551,327

183,754

542,741

255,728

19,700

2,053,943

Packaging, D&P & Protective

2017

487,084

-0-

483,575

161,182

270,697

507,360

21,162

1,931,060

R. Howard Coker

2019

544,374

-0-

776,097

250,004

267,719

1,056,724

169,434

3,064,353

Senior VP - Global Paper/

2018

498,974

-0-

570,206

183,754

540,876

-0- (7)

98,682

1,892,492

Industrial Converted Products

2017

485,412

-0-

504,282

161,182

269,768

664,832

78,780

2,164,255

Jeffery S. Tomaszewski *

2019

411,729

-0-

468,828

56,257

116,310

294,543

56,168

1,403,835

VP - Global RPC &

2018

-0-

Display and Packaging

2017

-0-

Barry L. Saunders

2019

146,619

-0-

30,184

0

72,106

1,678,371

100,219

2,027,499

Former Senior Vice President

2018

579,356

-0-

921,981

300,003

628,009

176,199

113,360

2,718,908

and Chief Financial Officer

2017

563,603

-0-

784,598

253,255

313,222

999,908

90,839

3,005,424

Executive Life
Insurance
(a)

Company
Contributions and
Accruals to Defined
Contribution Plans
(b)

Company
Contributions to
the Defined
Contribution SERP
(c)

All Other
Compensation
Total
(d)

R.C. Tiede

$29,342

$222,518

$126,776

$378,636

J.C. Albrecht

5,235

74,594

48,052

127,881

R.D. Fuller

4,272

103,395

60,907

168,574

R.H. Coker

5,318

103,209

60,907

169,434

J.S. Tomaszewski

-0-

50,022

6,146

56,168

B.L. Saunders

8,961

74,854

16,404

100,219

Estimated Possible Payouts
Under Non-equity Incentive
Plan Awards (1)

Estimated Possible Payouts
Under Equity Incentive
Plan Awards (2)

All Other
Stock
Awards:
Number
of Shares
of Stock or
Units
(#) (3)
(i)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) (4)
(j)

Exercise
or Base
Price of
Option
Awards
($/Share)
(k)

Grant
Date
Fair
Value of
Stock and
Option
Awards
($) (5)
(l)

Name
(a)

Grant
Date
(b1)

Committee
Action
Date
(b2)

Threshold
($)
(c)

Target
($)
(d)

Maximum
($)
(e)

Threshold
(#)
(f)

Target
(#)
(g)

Maximum
(#)
(h)

R. C. Tiede

Annual Cash Incentive

NA

02-12-2019

$454,072

$1,135,180

$2,270,360

SSARs

02-13-2019

02-12-2019

98,796

$60.77

$820,007

PCSUs

02-13-2019

02-12-2019

14,633

29,265

58,530

1,640,011

RSUs

02-13-2019

02-12-2019

15,123

873,685

J.C. Albrecht

Annual Cash Incentive

NA

02-12-2019

136,957

342,392

684,784

SSARs

02-13-2019

02-12-2019

24,097

60.77

200,005

PCSUs

02-13-2019

02-12-2019

3,569

7,138

14,276

400,014

RSUs

02-13-2019

02-12-2019

3,473

200,010

RSUs

03-01-2019

02-12-2019

2,580

150,027

R. D. Fuller

Annual Cash Incentive

NA

02-12-2019

163,312

408,281

816,562

SSARs

02-13-2019

02-12-2019

30,121

60.77

250,004

PCSUs

02-13-2019

02-12-2019

4,462

8,923

17,846

500,045

RSUs

02-13-2019

02-12-2019

4,342

250,056

R. H. Coker

Annual Cash Incentive

NA

02-12-2019

163,312

408,281

816,562

SSARs

02-13-2019

02-12-2019

30,121

60.77

250,004

PCSUs

02-13-2019

02-12-2019

4,462

8,923

17,846

500,045

RSUs

02-13-2019

02-12-2019

4,770

276,052

J. S. Tomaszewski

Annual Cash Incentive

NA

02-12-2019

70,951

177,377

354,754

SSARs

02-13-2019

02-12-2019

6,778

60.77

56,257

PCSUs

02-13-2019

02-12-2019

1,004

2,008

4,016

112,528

RSUs

02-13-2019

02-12-2019

977

56,265

RSUs

11-01-2019

10-08-2019

5,190

300,034

B. L. Saunders

Annual Cash Incentive

NA

02-12-2019

43,986

109,964

219,928

SSARs (6)

02-13-2019

02-12-2019

0

60.77

0

PCSUs (6)

02-13-2019

02-12-2019

0

0

0

0

RSUs (6)

02-13-2019

02-12-2019

497

30,184

Stock Awards

Option or SSAR Awards

Equity
Incentive

Equity
Incentive
Plan Awards:

Name
(a)

Option
Grant
Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1) (b)

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1) (c)

Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) (d)

Option
Exercise
Price
($)
(e)

Option
Expiration
Date
(f)

Number of
Shares or
Units of
Stock
That Have
Not Vested
(#) (1)
(g)

Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
(2) ($)
(h)

Plan Awards:
Number of
Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
(#) (3) (i)

Market or
Payout Value
of Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested
(2) ($) (j)

R. C. Tiede

02-13-2019

98,796

-0-

$60.77

02-13-2029

02-13-2019

29,265

$1,806,236

02-13-2019

14,239

$878,831

4-1-2018

(4)

43,362

2,676,278

02-14-2018

29,536

59,968

-0-

50.83

03-15-2028

02-14-2018

25,308

1,562,010

02-14-2018

8,218

507,215

02-08-2017

27,099

13,961

-0-

54.46

03-10-2027

02-08-2017

1,975

121,897

J.C. Albrecht

3-1-2019

(5)

2,635

162,626

02-13-2019

24,097

-0-

60.77

02-13-2029

02-13-2019

7,138

440,557

02-13-2019

3,473

214,354

02-14-2018

10,230

-0-

50.83

03-15-2028

02-14-2018

4,317

266,445

02-14-2018

1,403

86,593

3-20-2017

(5)

2,970

183,302

R. D. Fuller

02-13-2019

30,121

-0-

60.77

02-13-2029

02-13-2019

8,923

550,728

02-13-2019

4,342

$267,988

02-14-2018

9,257

18,797

-0-

50.83

03-15-2028

02-14-2018

7,933

489,625

02-14-2018

2,577

159,052

02-08-2017

14,592

7,518

-0-

54.46

03-10-2027

02-08-2017

1,064

65,670

R. H. Coker

02-13-2019

30,121

-0-

60.77

02-13-2029

02-13-2019

8,923

550,728

02-13-2019

4,342

267,988

02-14-2018

9,257

18,797

-0-

50.83

03-15-2028

02-14-2018

7,933

489,625

02-14-2018

2,577

159,052

02-08-2017

14,592

7,518

-0-

54.46

03-10-2027

02-08-2017

1,064

65,670

02-11-2015

17,656

-0-

46.16

02-11-2025

J. S. Tomaszewski

11-1-2019

(6)

5,227

322,604

02-13-2019

6,778

-0-

60.77

02-13-2029

02-13-2019

2,008

123,934

02-13-2019

977

60,300

02-14-2018

1,889

3,837

-0-

50.83

03-15-2028

02-14-2018

1,619

99,925

02-14-2018

526

32,465

02-08-2017

3,251

1,675

-0-

54.46

03-10-2027

02-08-2017

237

14,628

B. L. Saunders (7)

02-14-2018

5,396

333,057