XML 53 R19.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Share-based compensation plans
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Share-based compensation plans Share-based compensation plans
The Company provides share-based compensation to certain employees and non-employee directors in the form of stock appreciation rights, restricted stock units and other share-based awards. Beginning in 2019, share-based awards were issued pursuant to the Sonoco Products Company 2019 Omnibus Incentive Plan (the "2019 Plan"), which became effective upon approval by the shareholders on April 17, 2019. Awards issued from 2014 through 2018 were issued pursuant to the Sonoco Products Company 2014 Long-Term Incentive Plan (the “2014 Plan”); awards issued from 2012 through 2013 were issued pursuant to the Sonoco Products Company 2012 Long-Term Incentive Plan (the “2012 Plan”); and awards issued from 2009 through 2011 were issued pursuant to the Sonoco Products Company 2008 Long-Term Incentive Plan (the “2008 Plan”). Awards issued prior to 2009 were issued pursuant to the 1991 Key Employee Stock Plan (the “1991 Plan”) or the 1996 Non-Employee Directors Stock Plan (the “1996 Plan”).
A total of 12,000,000 shares of common stock are reserved for awards granted under the 2019 Plan. As of the April 17, 2019 effective date, the 2019 Plan superseded the 2014 Plan and became the only plan under which equity-based compensation may be awarded to employees and non-employee directors. However, any awards under any of the prior plans that were outstanding on the effective date of the 2019 Plan remain subject to the terms and conditions, and continue to be governed, by such prior plans. Awards issued between January 1 and April 16, 2019 were effectively issued under the 2019 Plan when such awards were transferred over to be applied against the 2019 Plan’s reserve. Share reserve reductions for restricted and performance-based stock awards originally granted under the 2014 Plan were weighted higher than stock appreciation rights in accordance with the shareholder-approved conversion formula included within the 2019 Plan. Awards granted under all previous plans which are forfeited, expire or are canceled without delivery of shares, or which result in forfeiture of shares back to the Company, will be added to the total shares available under the 2019 Plan. At December 31, 2019, a total of 10,765,398 shares remain available for future grant under the 2019 Plan. The Company issues new shares for stock appreciation right exercises and stock unit conversions. The Company’s stock-based awards to non-employee directors have not been material.
Accounting for share-based compensation
Total compensation cost for share-based payment arrangements was $14,334, $10,730 and $13,488, for 2019, 2018 and 2017, respectively. The related tax benefit recognized in net income was $3,500, $2,678, and $5,058, for the same years, respectively. Share-based compensation expense is included in “Selling, general and administrative expenses” in the Consolidated Statements of Income.
An “excess” tax benefit is created when the tax deduction for an exercised stock appreciation right, exercised stock option or converted stock unit exceeds the compensation cost that has been recognized in income. The additional net excess tax benefit realized was $3,520, $3,528 and $2,453 for 2019, 2018 and 2017, respectively.
Stock appreciation rights
Stock appreciation rights (SARs) granted vest over three years and expense is recognized following the graded-vesting method, which results in front-loaded expense being recognized during the early years of the required service period. Unvested SARs are cancelable 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.
The Company grants SARs annually on a discretionary basis to key employees. These SARs have an exercise price equal to the closing market price on the date of the grant and can be settled only in stock. The SARs granted in and since 2015 vest over three years, with one-third vesting on each anniversary date of the grant, and have 10-year terms. As of December 31, 2019, unrecognized compensation cost related to nonvested SARs totaled $2,413. This cost will be recognized over the remaining weighted-average vesting period of approximately 24 months. Noncash stock-based compensation associated with SARs totaled $3,227, $2,415, and $3,719 for 2019, 2018, and 2017, respectively.
The aggregate intrinsic value of SARS exercised during 2019, 2018, and 2017 was $11,836, $9,029, and $3,786, respectively. The weighted-average grant date fair value of SARs granted was $8.30, $6.55 and $7.29 per share in 2019, 2018 and 2017, respectively. The Company computed the estimated fair values of all SARs using the Black-Scholes option-pricing model applying the assumptions set forth in the following table:
201920182017
Expected dividend yield2.7 %3.1 %2.7 %
Expected stock price volatility16.6 %16.2 %17.2 %
Risk-free interest rate2.6 %2.8 %2.0 %
Expected life of SARs6 years6 years6 years
The assumptions employed in the calculation of the fair value of SARs were determined as follows: 
Expected dividend yield – the Company’s annual dividend divided by the stock price at the time of grant.
Expected stock price volatility – based on historical volatility of the Company’s common stock measured weekly for a time period equal to the expected life.
Risk-free interest rate – based on U.S. Treasury yields in effect at the time of grant for maturities equal to the expected life.
Expected life – calculated using the simplified method as prescribed in U.S. GAAP, where the expected life is equal to the sum of the vesting period and the contractual term divided by two.
The activity related to the Company’s SARs is as follows: 
NonvestedVestedTotal
Weighted-
average
Exercise
Price
Outstanding, December 31, 20181,119,602  712,756  1,832,358  $47.41  
   Vested(620,026) 620,026  —  
   Granted543,278  —  543,278  $60.76  
   Exercised—  (664,797) (664,797) $43.92  
   Forfeited/Expired(135,841) (12,875) (148,716) $53.36  
Outstanding, December 31, 2019907,013  655,110  1,562,123  $52.95  
Exercisable, December 31, 2019—  655,110  655,110  $47.69  

The weighted average remaining contractual life for SARs outstanding and exercisable at December 31, 2019 was 7.5 years and 6.0 years, respectively. The aggregate intrinsic value for SARs outstanding and exercisable at December 31, 2019 was $13,375 and $8,931, respectively. At December 31, 2019, the fair market value of the Company’s stock used to calculate intrinsic value was $61.72 per share.

Performance-based stock awards
The Company grants performance contingent restricted stock units (PCSUs) annually on a discretionary basis to executive officers and certain key management employees. The ultimate number of PCSUs awarded is dependent upon the degree to which performance, relative to defined targets related to earnings and return on net assets employed, are achieved over a three-year performance cycle. PCSUs granted vest at the end of the three-year performance period if the respective performance targets are met. No units will be awarded if the performance targets are not met. Upon vesting, PCSUs are convertible into common shares on a one-for-one basis. Except in the event of the participant's death, disability, or retirement, if a participant is not employed by the Company at the end of the performance period, no PCSU's will vest. However, in the event of the participant’s death, disability or retirement prior to full vesting, shares will be issued on a pro rata basis up through the time the participant’s employment or service ceases. In the event of a change in control, as defined under the 2014 Plan and the 2019 Plan, all unvested PCSUs will vest at target on a pro rata basis if the change in control occurs during the three-year performance period.

The activity related to performance contingent restricted stock units is as follows:
NonvestedVestedTotalAverage Grant Date Fair Value per Share
Outstanding, December 31, 2018329,532  322,287  651,819  $40.21  
   Granted115,412  —  115,412  $56.04  
   Performance adjustments(42,866) —  (42,866) $45.75  
   Vested(84,522) 84,522  —  
   Converted—  (177,902) (177,902) $35.55  
   Cancelled(18,720) —  (18,720) $47.75  
   Dividend equivalents—  4,190  4,190  $60.42  
Outstanding, December 31, 2019298,836  233,097  531,933  $44.65  
2019 PCSU. As of December 31, 2019, the 2019 PCSUs to be awarded are estimated to range from 0 to 228,650 units and are tied to the three-year performance period ending December 31, 2021.
2018 PCSU. As of December 31, 2019, the 2018 PCSUs to be awarded are estimated to range from 0 to 253,962 units and are tied to the three-year performance period ending December 31, 2020.
2017 PCSU. The performance cycle for the 2017 PCSUs was completed on December 31, 2019. Outstanding stock units of 84,522 units were determined to have been earned. The fair value of these units was $5,217 as of December 31, 2019.
2016 PCSU. The performance cycle for the 2016 PCSUs was completed on December 31, 2018. Outstanding stock units of 132,534 units were determined to have been earned, all of which qualified for vesting on December 31, 2018. The fair value of these units was $7,042 as of December 31, 2018.
2015 PCSU. The performance cycle for the 2015 PCSUs was completed on December 31, 2017. Outstanding stock units of 135,695 units were determined to have been earned, all of which qualified for vesting on December 31, 2017. The fair value of these units was $7,211 as of December 31, 2017.
The weighted-average grant-date fair value of PCSUs granted was $56.04, $46.33, and $50.11 per share in 2019, 2018 and 2017, respectively. Noncash stock-based compensation associated with PCSUs totaled $5,171, $4,725 and $3,896 for 2019, 2018 and 2017, respectively. As of December 31, 2019, there was approximately $6,806 of total unrecognized compensation cost related to nonvested PCSUs. This cost is expected to be recognized over a weighted-average period of 19 months.
Restricted stock awards
During 2019, 2018 and 2017, the Company granted awards of restricted stocks units (RSUs) to executive officers and certain key management employees. These awards vest over a three-year period with one-third vesting on each anniversary date of the grant. Participants must be actively employed by the Company on the vesting date for shares to be issued, except in the event of the participant’s death, disability, or involuntary (or good reason) termination within two years of a change in control prior to full vesting, in which case shares will immediately vest. Once vested, these awards do not expire.
The Company from time to time grants special RSUs to certain of its executive officers and directors. These awards normally vest over a five-year period with one-third vesting on each of the third, fourth and fifth anniversaries of the grant, but in some circumstances may vest over a shorter period, or cliff vest at the end of the five-year period. A participant must be actively employed by, or serving as a director of, the Company on the vesting date for shares to be issued. However, certain award agreements provide that in the event of the participant’s death, disability or retirement prior to full vesting, shares would be issued on a pro rata basis up through the time the participant’s employment or service ceases.
Officers and directors can elect to defer receipt of RSUs, but key management employees are required to take receipt of stock issued. The weighted-average grant-date fair value of RSUs granted was $57.76, $48.36 and $51.68 per share in 2019, 2018 and 2017, respectively. The fair value of shares vesting during the year was $3,217, $6,900, and $2,790 for 2019, 2018 and 2017, respectively.
Noncash stock-based compensation associated with restricted stock grants totaled $3,351, $2,138 and $3,554 for 2019, 2018 and 2017, respectively. As of December 31, 2019, there was $3,768 of total unrecognized compensation cost related to nonvested restricted stock units. This cost is expected to be recognized over a weighted-average period of 33 months.

The activity related to restricted stock units is as follows:
NonvestedVested
Total
Average Grant
Date Fair
Value Per Share
Outstanding, December 31, 2018158,381  151,414  309,795  $38.41  
   Granted69,686  —  69,686  $57.76  
   Vested(54,352) 54,352  —  
   Converted—  (114,981) (114,981) $40.00  
   Cancelled(18,701) —  (18,701) $50.69  
   Dividend equivalents1,563  3,923  5,486  $60.71  
Outstanding, December 31, 2019156,577  94,708  251,285  $46.14  
Deferred compensation plans
Certain officers of the Company receive a portion of their compensation, either current or deferred, in the form of stock equivalent units. Units are granted as of the day the cash compensation would have otherwise been paid using the closing price of the Company’s common stock on that day. Deferrals into stock equivalent units are converted into phantom stock equivalents as if Sonoco shares were actually purchased. The units immediately vest and earn dividend equivalents. Units are distributed in the form of common stock upon retirement over a period elected by the employee.
Non-employee directors may elect to defer a portion of their cash retainer or other fees (except chair retainers) into phantom stock equivalent units as if Sonoco shares were actually purchased. The deferred stock equivalent units accrue dividend equivalents, and are issued in shares of Sonoco common stock six months following termination of Board service. Directors must elect to receive these deferred distributions in one, three or five annual installments.
The activity related to deferred compensation for equity award units granted to both employees and non-employee directors combined is as follows:
Total
Outstanding, December 31, 2018390,354  
   Deferred46,065  
   Converted(80,288) 
   Dividend equivalents11,016  
Outstanding, December 31, 2019367,147  

Deferred compensation for employees and directors of $2,585, $1,452, and $2,850, which will be settled in Company stock at retirement, was deferred during 2019, 2018, and 2017, respectively.