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JOHN R. HALEY
Chairman
March 17, 2023
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Date and Time
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Place
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Record Date
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Live Audio Cast
and Replay |
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Wednesday, April 19, 2023
11:00 a.m. Eastern Time |
| | Watson Theater, Coker University 104 Campus Drive Hartsville, South Carolina | | |
February 22, 2023
at close of business |
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investor.sonoco.com
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Items of Business
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Board Recommendation
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See Page
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1
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Proposal 1—Election of 11 Directors
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FOR all 11 nominees
for director |
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2
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Proposal 2—Ratification of Independent Registered Public Accounting Firm
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FOR
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3
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Proposal 3—Advisory (Non-binding) Vote on Executive Compensation
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FOR
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4
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Proposal 4—Advisory (Non-binding) Vote on the Frequency of the Vote on Executive Compensation
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FOR every ONE YEAR
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5
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Proposal 5—Advisory (Non-binding) Shareholder Proposal Regarding Special Shareholder Meeting Improvement
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AGAINST
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| | | | To transact any other business that properly comes before the meeting and at any adjournment or postponement of the meeting | | | | | | | | | | |
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VOTE YOUR PROXY NOW
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Telephone
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Internet
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Mail
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SHAREHOLDERS OF RECORD
(Shares registered with Sonoco at Continental Stock Transfer & Trust) |
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www.cstproxyvote.com
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Sign, date, and mail the enclosed proxy card
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BENEFICIAL OWNERS
(Shares held with a bank or broker) |
| | See the enclosed voting instruction form | | | See the enclosed voting instruction form | | | Sign, date, and mail the enclosed voting instruction form | |
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By order of the Board of Directors,
JOHN M. FLORENCE, JR.
General Counsel & Secretary |
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ELECTRONIC ACCESS
TO ANNUAL MEETING MATERIALS |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDERS MEETING TO BE HELD ON APRIL 19, 2023 |
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Sonoco’s 2022 Annual Report and 2023 Proxy Statement are available
via the Internet at http://www.cstproxy.com/sonoco/2023 |
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Founded in 1899, Sonoco (NYSE: SON) is a global provider of highly engineered and sustainable packaging products.
With net sales of approximately $7.3 billion in 2022, the Company has approximately 22,000 employees working in more than 300 operations around the world, serving some of the world’s best-known brands. With our corporate purpose of Better Packaging. Better Life., Sonoco is committed to creating sustainable products and a better world for our customers, employees, and communities. The Company ranked first in the Packaging sector on Fortune’s World’s Most Admired Companies for 2022 as well as being included in Barron’s 100 Most Sustainable Companies for the fourth consecutive year. For more information on the Company, visit our website at sonoco.com.
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| Sonoco provides products and services to our customers in two reportable segments: Consumer Packaging and Industrial Paper Packaging. The Consumer segment provides customers with a variety of food and household packaging products through our rigid packaging products (paper, metal, and plastic containers) as well as flexible packaging products (plastic and paper). Our Industrial segment provides high grade paper products and converting services to a number of customers in the consumer staple, consumer durables, and industrial markets. Sonoco’s paper products are provided from 100% recycled paper. All Other businesses are focused on specialty packaging in consumer, industrial, and healthcare markets. | | |
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In 2022, we saw strong year-over-year performance in which net sales grew 30% to $7.3B, from the successful integration of the Metal Packaging acquisition and benefits of multi-year efforts in our commercial excellence programs. Base earnings per diluted share* grew 65% to $6.48 from $3.93 in 2021. These results were a record in the 124-year history of Sonoco.
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OUR GUIDING PRINCIPLE
“People build businesses by doing the right thing”
OUR CORE VALUES
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RESPECT
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TEAMWORK
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SERVICE
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INTEGRITY
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ACCOUNTABILITY
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OUR ESG PROGRAM
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1. GOVERNANCE
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2. SUSTAINABLE OPERATIONS
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3. SUSTAINABLE PRODUCTS
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4. PEOPLE
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5. LOCAL
COMMUNITIES
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Sonoco is committed to strong governance policies and practices that foster accountability to all our stakeholders. In line with our Guiding Principle of “Doing the Right Thing” and our Core Values, we operate our business with integrity and high ethical standards.
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We have implemented programs to ensure compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers and business partners, and our industry.
Sonoco’s Corporate Governance Guidelines, along with the Restated Articles of Incorporation and By-Laws, establish a comprehensive framework for the governance of the Company to promote accountability and transparency for our Board of Directors and management team. Our governance policies and practices include:
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Board comprised of a majority of independent directors (with nine of 11 directors being independent as set forth by the guidelines of the New York Stock Exchange)
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Regular meetings of independent directors without management present
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Appointment of a Lead Independent Director with defined and significant responsibilities
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New director orientation and continuing director education opportunities provided by the Company
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Annual self-evaluations and individual performance reviews of directors
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Stock ownership guidelines for directors and executive officers.
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Sonoco believes that in order to achieve our mission of improving the quality of life for people around the world, we must do our part to address global climate change.
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We are committed to advancing our environmental progress by setting ambitious new targets to reduce our global greenhouse gas emissions in line with the Paris Climate Agreement—to limit global temperatures to warming to well-below 2-degrees C above pre-industrial levels.
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Sonoco is committed to reducing absolute scope 1 and 2 greenhouse gas emissions by 25% by 2030 from a 2020 base year.
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Sonoco is committed to reducing absolute scope 3 greenhouse gas emissions by 13.5% by 2030 by working with our customers and suppliers to develop innovative packaging solutions that reduce packaging waste and improve recyclability.
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As a leading recycler in the United States, with recycling capabilities across the globe, Sonoco is uniquely positioned to understand the challenges of packaging associated with both the beginning and end of life and as such, is investing in packaging design as well as infrastructure within our own material recovery facilities (MRFs) to expand the slate of packaging that can be successfully collected, sorted and processed for recycling. We are also engaged in partnerships across trade, academia, and our supply chain aimed at driving creative solutions to the challenges around packaging and end of life.
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We have developed our EnviroSense® portfolio of more sustainable packaging which includes recyclable packaging, such as paper-based packaging, mono-material flexible packaging, and recyclable thermoformed packaging, among other attributes, including bio-based materials, recycled content, and overall improved environmental footprint versus alternative packages.
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Sonoco’s core belief that “People Build Businesses” underlies our efforts to attract, develop and retain talented employees for our global businesses.
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We bring more to packaging than just the package. Our integrated packaging solutions help define brand personalities, create differentiated customer experiences, and enhance the quality of products and the quality of life for people around the world.
We depend on our employees to achieve our mission of creating sustainable packaging solutions that:
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build our customers’ brands,
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enhance the quality of their products, and
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improve the quality of life for people around the world.
We work towards this goal by establishing a foundation for actions that support:
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health and safety,
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diversity, equity and inclusion, and
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talent development.
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We use global and local incident data along with identifying leading indicators to create program and safety improvement action plans to reduce conditions and behaviors that lead to at-risk situations. Sonoco tracks safety performance indicators with a goal of reducing safety incidents and improving upon the previous year’s performance. Overall injuries in 2022 were slightly up from 2021 but remained lower than 2020 & 2019 despite the effects of acquisitions. Additionally, the number of serious injuries dropped year over year.
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To promote the prevention of more significant Life Changing Events, which are injuries or incidents that cause or have the potential to cause permanent disabilities or the loss of life:
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We continue to engage with outside experts to conduct assessments of high-risk activities and leveraged learnings globally.
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In addition, we evaluated our safety systems to improve focus and resources. Globally, we achieved completion of 99% of all safety improvement action plans, which are site level improvement plans designed to reduce risk.
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Finally, our operations leadership worked together to develop a new safety playbook which was implemented globally in 2022 to further train our employees.
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Our Diversity and Inclusion goals are focused on increasing the representation of women and racial minorities into more salaried and senior leadership positions. We are working toward this goal by increasing hiring, focusing on development and promotions, as well as focusing on retention efforts. We made significant progress in talent acquisition during 2022, despite a challenging labor market. In the US, 29% of employee hires were female and 42% were a member of a minority group in 2022.
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2022 female new hires
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2022 minority new hires
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For the past 10 years, Sonoco’s employees have expanded and improved our Global Diversity, Equity and Inclusion Council (the “DEI Council”), which is chaired by our President and CEO. The DEI Council’s name was changed to reflect the increasing emphasis on driving equity as part of an inclusive employee environment. An important part of our DEI efforts includes Sonoco’s Business Resource Groups, which are groups of employees who support our diversity, equity, and inclusion strategies by leveraging the unique perspectives of their members.
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We have continued to build our Supplier Diversity program since 2004, integrating diversity and inclusion into our procurement process by laying a strong foundation with key internal and external stakeholders. We developed policies, practices, and procedures to ensure equal opportunity and enable access. As part of the Supplier Diversity Program, progress is reported to the CEO and Executive Committee and DEI Council, which in turn reports to the Employee and Public Responsibility Committee of the Board.
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Dedicated Supplier
Diversity program for
19 years
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In 2021 and 2022, we significantly expanded Sonoco University, our internal learning resource that offers on-demand webinars, e-learning and in-person learning programs. Sonoco also provides unlimited access to self-directed e-learning courses taught by industry experts with curated learning paths designed for specific professional interests.
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Through strategic nonprofit partnerships, pro bono work, volunteerism and philanthropy, our corporate responsibility is focused on contributing to the creation of a better world. Going forward, we will continue to partner with nonprofit organizations that work to increase our community initiatives, decrease the number of individuals facing economic barriers, and make our communities reflections of our commitments and Core Values.
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We are focused on making a positive impact in our communities through:
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charity and fundraising,
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educational sponsorship, and
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local community development.
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2022 PHILANTHROPIC HIGHLIGHTS
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In 2022, the Sonoco Foundation completed a $300,000 multi-year grant to help launch and develop Butler Academy, Hartsville’s first public charter school.
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The Sonoco Foundation donated $150,000 to the American Red Cross to Support ongoing disaster recovery programs in South Carolina, disaster relief efforts in the aftermath of the devastation left behind by Hurricane Ian in Florida and the Carolinas, and for humanitarian relief in Eastern Europe resulting from the war in Ukraine.
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We provide approximately $300,000 in financial support to Coker University in Hartsville, South Carolina for academic programs and facility improvements, as well as providing scholarships primarily based on financial need.
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Manufacturing Experience
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● ● ● ● ● ● ● ● ● ● ●
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6 of 11
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Financial Experience
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● ● ● ● ● ● ● ● ● ● ●
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7 of 11
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Business Strategy Experience
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● ● ● ● ● ● ● ● ● ● ●
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11 of 11
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CEO Experience
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8 of 11
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International Business Experience
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6 of 11
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Other Public Board Experience
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8 of 11
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Sonoco Committee Membership
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Director Name and
Principal Occupation |
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Age
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Director
since |
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Independent
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Audit
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Corporate
Governance and Nominating |
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Executive
Compensation |
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Employee
and Public Responsibility |
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Financial
Policy |
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Executive
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Steven L. Boyd
Chairman of the Board of Trustees, Johnson C. Smith University |
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65
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2022
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R. Howard Coker
President and Chief Executive Officer, Sonoco |
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60
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2020
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Dr. Pamela L. Davies
President Emerita and Professor of Strategy, Queens University of Charlotte |
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66
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2004
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Theresa J. Drew
Former Managing Partner in Charlotte, NC, Deloitte; CPA |
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65
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2018
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Philippe Guillemot
Chief Executive Officer and Director, Vallourec SA |
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63
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2017
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John R. Haley
Chief Executive Officer, Gosiger, Inc. |
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61
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2011
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Robert R. Hill Jr.
Executive Chairman, South State Corporation |
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56
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2019
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Eleni Istavridis
Former Executive Vice President and Head of Investment Services for Asia Pacific, Bank of New York Mellon |
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65
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2020
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Richard G. Kyle
President and Chief Executive Officer and Director The Timken Company |
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2015
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Blythe J. McGarvie
Speaker and podcast host, The Buffett Institute of Global Affairs; CPA |
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2014
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Thomas E. Whiddon
Former Advisory Director, Berkshire Partners, LLC |
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2001
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Number of 2022 Meetings
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Board—6
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8
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5
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6
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4
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4
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4
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Chairman of the Board of Directors
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Lead Independent Director
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Committee Chair
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Committee Member
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Financial Expert
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PROPOSAL 1
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The Board of Directors recommends that you vote FOR all nominees.
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| | ELECTION OF DIRECTORS |
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Steven L. Boyd
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Philippe Guillemot
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Richard G. Kyle
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R. Howard Coker
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John R. Haley
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Blythe J. McGarvie
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Dr. Pamela L. Davies
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Robert R. Hill, Jr.
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Thomas E. Whiddon
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Theresa J. Drew
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Eleni Istavridis
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STEVEN L. BOYD
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Age 65
Board member since December 2022 INDEPENDENT |
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Career Highlights
Johnson C. Smith University (institution of higher learning)
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Chairman of the Board of Trustees, Johnson C. Smith University, his alma mater (July 2022-present)
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Trustee (2009-present)
Tate & Lyle PLC
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Vice President, Sales, North America (2012-2014, retirement)
The Coca-Cola Company
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Served in various roles, including Northeast Region Vice President (2000-2011)
The Minute Maid Company
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Vice President (1987-1999)
Previous Board Service
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Served on numerous non-profit boards
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Qualifications
Mr. Boyd brings extensive experience as an executive leader. His knowledge of consumer products, customer management, product distribution, acquisition integration, community relations, and marketing and sales operations add valuable insight to our board and global business.
Committees
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Audit
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Employee and Public Responsibility
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R. HOWARD COKER
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Age 60
Board member since 2020 |
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Career Highlights
Sonoco Products Company
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President and Chief Executive Officer (February 2020-present)
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Senior Vice President, Paper and Industrial Converted Products (2019-2020)
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Senior Vice President, Global Rigid Paper & Closures and Paper/Engineered Carriers International (2017-2018)
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Group Vice President, Global Rigid Paper & Closures, and Paper & Industrial Converted Products, EMEA, Asia, Australia/New Zealand (2015-2017)
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Group Vice President, Global Rigid Paper & Plastics
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Vice President, Global Rigid Paper & Closures
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Vice President and General Manager, Rigid Paper & Closures, N.A.
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Division Vice President and General Manager, Rigid Paper & Closures
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Joined Sonoco in 1985
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Mr. Coker is the brother-in-law of J.R. Haley, Chairman of our Board of Directors
Qualifications
Mr. Coker’s strong operating acumen, diverse experience, deep connection within the organization, and his leadership style and vision for the company have been proven over his 38 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 operations.
Committees
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Executive
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DR. PAMELA L. DAVIES
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Age 66
Board member since 2004 INDEPENDENT |
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Career Highlights
Queens University of Charlotte (institution of higher learning), Charlotte, NC
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President Emerita and Professor of Strategy (2019-present)
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President (2002-2019)
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Dean of the McColl School of Business
Drexel University
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Dean of the Lebow College of Business
Other Current Board Service
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The Cato Corporation
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YMCA of the USA
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Advocate Health
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The Center for Creative Leadership
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Board of Trustees, the Duke Endowment
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Board of Trustees, Princeton Theological Seminary
Previous Board Service
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Family Dollar Stores, Inc.
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Charming Shoppes
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C&D Technologies, Inc.
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Qualifications
Dr. Davies brings to our board 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.
Committees
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Employee and Public Responsibility (Chair)
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Executive Compensation
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Corporate Governance and Nominating
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THERESA J. DREW
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Age 65
Board member since 2018 INDEPENDENT |
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Career Highlights
Deloitte & Touche LLP (a global accounting and professional services firm), Charlotte, NC
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The Carolinas Practice Managing Partner and various other roles (1979-2019, retirement)
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Certified Public Accountant
Other Current Board Service
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The Cato Corporation
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Carolinas Chapter of the National Association of Corporate Directors (NACD)
Previous Board Service
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Immediate Past Chairman, the Board of the YMCA of Greater Charlotte
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University of North Carolina, Board of Trustees
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Qualifications
Mrs. Drew has 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. Her service on a board and audit committee of another public company provides her with additional regulatory and corporate governance experience. The Board has determined that Ms. Drew is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission.
Committees
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Audit (Chair and Financial Expert)
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Financial Policy
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PHILIPPE GUILLEMOT
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Age 63
Board member since 2017 INDEPENDENT |
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Career Highlights
Vallourec SA (a manufacturer of premium tubular solutions for energy markets and demanding industrial applications), Meudon, France
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Chief Executive Officer and Director (2022-present)
Elior Group SA (a French catering and support services firm)
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Chief Executive Officer and Director (2017-2022)
Alcatel-Lucent SA, Boulogne-Billancourt, France
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Chief Operating Officer (2013-2016, prior to its acquisition by Nokia Oyj in 2016)
Europcar Group
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Chief Executive Officer and Director
Areva Transmission & Distribution (T&D)
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Chairman and Chief Executive Officer
Faurecia SA
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Group Executive Vice President
Valeo
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Group Vice President
Michelin
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Varioius global executive positions
Other Current Board Service
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Vallourec SA
Previous Board Service
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Elior Group (2018-2022)
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Europcar Group
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Constellium NV (2013-2019)
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Qualifications
Mr. Guillemot possesses a wealth of executive leadership experience. His experience as an executive officer and director of other public manufacturing companies provides him with valuable corporate governance, financial, and regulatory knowledge. Mr. Guillemot brings global experience and leadership, including with respect to operations in Europe where we have a significant footprint.
Committees
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Employee and Public Responsibility
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Financial Policy
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JOHN R. HALEY Chairman of the Board since 2019
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Age 61
Board member since 2011 |
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Career Highlights
Gosiger, Inc. (a privately owned distributor of computer-controlled machine tools and factory automation systems), Dayton, OH
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Chief Executive Officer (2010-present)
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Managing Partner
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Division Vice President
Other Current Board Service
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The Ultra-met Carbide Technologies
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The Gosiger Foundation
Mr. Haley is the brother-in-law of R.H. Coker, our President and Chief Executive Officer
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Qualifications
Mr. Haley has 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.
Committees
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Executive
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ROBERT R. HILL JR. Lead Independent Director since 2022
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Age 56
Board member since 2019 INDEPENDENT |
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Career Highlights
South State Corporation (a regional banking company with assets of approximately $45 billion with offices across the southeastern United States), Columbia, SC
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Executive Chairman and Director (2020-present)
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Chief Executive Officer (2004-2020)
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President and Chief Operating Officer (1999-2004)
Other Current Board Service
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South State Corporation
Previous Board Service
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The Federal Reserve Bank of Richmond, serving as Audit Committee chair (2015-2020)
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Qualifications
Mr. Hill brings to our board an in-depth knowledge of the financial industry, merger and acquisition activity, chief executive officer experience, and his other public company board experience.
Committees
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Executive
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Executive Compensation
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Financial Policy
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Corporate Governance and Nominating (Chair)
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ELENI ISTAVRIDIS
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Age 65
Board member since 2020 INDEPENDENT |
| |
Career Highlights
Bank of New York Mellon (a global commercial banking company)
•
Executive Vice President and Head of Investment Services for Asia (2011-2015, retirement)
•
Member of the Global Operating Committee and Global Investment Services Executive Committee
Adept Capital Partners
•
Managing Partner
Tristate Holdings (an Asia-based apparel manufacturing company)
•
President and Chief Operating Officer
Deutsche Bank and Bankers Trust
•
Senior leadership positions in the United States and Asia, spanning 33 years in financial services and manufacturing
Other Current Board Service
•
Sappi Limited
|
| |
Qualifications
Ms. Istavridis has a wealth of experience in banking, manufacturing, and business development. She brings extensive global experience and leadership to our board, including valuable insight into business operations in Asia, an important region for Sonoco’s growth.
Committees
•
Employee and Public Responsibility
•
Financial Policy
|
|
|
RICHARD G. KYLE
|
| ||||||
|
Age 57
Board member since 2015 INDEPENDENT |
| |
Career Highlights
The Timken Company (a manufacturer of bearings, transmissions, gearboxes, motors, lubrications systems, and chain), North Canton, OH
•
President and Chief Executive Officer and Director (2014-present)
•
Chief Operating Officer, Bearings and Power Transmissions Group
•
Group President, Aerospace and Steel
•
President, Aerospace and Mobile Industries
Cooper Industries
•
Various management positions
Hubbell, Inc.
•
Various management positions
Other Current Board Service
•
Timken (2013-present)
|
| |
Qualifications
Mr. Kyle has 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.
Committees
•
Audit
•
Executive Compensation (Chair)
•
Corporate Governance and Nominating
|
|
|
BLYTHE J. McGARVIE
|
| ||||||
|
Age 66
Board member since 2014 INDEPENDENT |
| |
Career Highlights
The Buffett Institute of Global Affairs
•
Speaker and podcast host on corporate governance topics
Harvard Business School
•
Taught accounting in the full-time MBA program (2012-2014)
•
Certified Public Accountant
Leadership for International Finance, LLC
•
Founder and Chief Executive Officer
BIC Group and Hannaford Bros. Co.
•
Chief Financial Officer
Other Current Board Service
•
Apple Hospitality REIT, Inc.
•
LKQ Corporation
•
Wawa, Inc. (privately held)
Previous Board Service
•
Viacom, Inc. (2007-2017)
•
Accenture plc (2001-2017)
•
Travelers Insurance
•
Pepsi Bottling Group
•
Lafarge NA
|
| |
Ms. McGarvie is a Certified Public Accountant and holds a CERT Certificate in Cybersecurity Oversight
Qualifications
Ms. McGarvie has 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.
Committees
•
Audit
•
Employee and Public Responsibility
•
Financial Policy (Chair)
|
|
|
THOMAS E. WHIDDON
|
| ||||||
|
Age 70
Board member since 2001 INDEPENDENT |
| |
Career Highlights
Berkshire Partners, LLC (a Boston-based private equity firm)
•
Advisory Director (2005-2013, retirement)
•
Served various Berkshire portfolio companies in an executive capacity on an interim basis
Lowe’s Companies, Inc.
•
Executive Vice President—Logistics and Technology
•
Executive Vice President and Chief Financial Officer
Previous Board Service
•
Dollar Tree Stores, Inc. (2003-2022)
•
Carter’s Inc. (2003-2021)
|
| |
Qualifications
Mr. Whiddon’s general management, information technology and logistics expertise, strong financial acumen, and experience with retail end markets are beneficial to our board. The Board has determined that Mr. Whiddon is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission. His service on the boards and audit committees of two other public companies provides him with valuable regulatory and corporate governance experience.
Committees
•
Audit (Financial Expert)
•
Executive Compensation
•
Corporate Governance and Nominating
|
|
|
•
Steven L. Boyd
|
| |
•
Philippe Guillemot
|
| |
•
Richard G. Kyle
|
|
|
•
Pamela L. Davies
|
| |
•
Robert R. Hill Jr.
|
| |
•
Blythe J. McGarvie
|
|
|
•
Theresa J. Drew
|
| |
•
Eleni Istavridis
|
| |
•
Thomas E. Whiddon
|
|
| | | | | | | | | |
Sonoco Independent Committee Membership
|
| | | | | ||||||||||||
|
Director
|
| | | | |
Independent
|
| |
Audit
|
| |
Executive
Compensation |
| |
Corporate
Governance and Nominating |
| |
Employee and Public
Responsibility |
| |
Financial
Policy |
| | |
Executive
Committee |
|
|
Steven L. Boyd
|
| | | | |
|
| |
|
| | | | | | | |
|
| | | | | | | |
|
R. Howard Coker
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
|
|
Pamela L. Davies
|
| | | | |
|
| | | | |
|
| |
|
| |
|
| | | | | | | |
|
Theresa J. Drew
|
| | | | |
|
| | | | | | | | | | | | |
|
| | | | | |
|
Philippe Guillemot
|
| | | | |
|
| | | | | | | | | | |
|
| |
|
| | | | |
|
John R. Haley
|
| |
|
| | | | | | | | | | | | | | | | | | | | |
|
|
|
Robert R. Hill Jr.
|
| |
|
| |
|
| | | | |
|
| |
|
| | | | |
|
| | |
|
|
|
Eleni Istavridis
|
| | | | |
|
| | | | | | | | | | |
|
| |
|
| | | | |
|
Richard G. Kyle
|
| | | | |
|
| |
|
| |
|
| |
|
| | | | | | | | | | |
|
Blythe J. McGarvie
|
| | | | |
|
| |
|
| | | | | | | |
|
| |
|
| | | | |
|
Thomas E. Whiddon
|
| | | | |
|
| | | |
|
| |
|
| | | | | | | | | | | |
|
Number of 2022 Meetings
|
| |
8
|
| |
6
|
| |
5
|
| |
4
|
| |
4
|
| | |
4
|
|
|
|
| |
Chairman of the
Board of Directors |
| |
|
| |
Lead Independent
Director |
| |
|
| |
Committee Chair
|
| |
|
| |
Committee Member
|
| |
|
| |
Financial
Expert |
|
|
AUDIT COMMITTEE Meetings in 2022: 8
|
| |||
|
ALL MEMBERS ARE INDEPENDENT
Financial Expert
|
| |||
|
Theresa J. Drew (Chair) | Steven L. Boyd | Richard G. Kyle | Blythe J. McGarvie | Thomas E. Whiddon
|
| |||
|
Qualifications
•
Each member of the Audit Committee meets the independence criteria established by the Securities and Exchange Commission under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is an independent director under the applicable standards of the New York Stock Exchange
•
Each member of the Audit Committee is financially literate
•
Each of Ms. Drew and Mr. Whiddon is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act
|
| |
Key Responsibilities
The Audit Committee assists the Board of Directors with oversight of:
•
integrity of the Company’s financial statements,
•
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,
•
independent auditor’s qualifications and independence, and
•
performance of the Company’s internal audit function.
Among its responsibilities, 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,
•
reviewing compliance with the major accounting and financial policies of the Company,
•
reviewing management’s assessment of the adequacy of the Company’s internal controls,
•
reviewing significant findings of the Company’s internal audit function and the independent auditor,
•
reviewing the independence of the independent auditor,
•
reviewing the results of the annual audit of the Company’s financial statements,
•
overseeing compliance with the Company’s code of business conduct, and
•
overseeing the Company’s enterprise risk exposures relating to financial reporting, internal controls, cybersecurity, regulatory and other compliance and litigation.
|
|
|
EXECUTIVE COMPENSATION COMMITTEE Meetings in 2022: 6
|
| |||
|
ALL MEMBERS ARE INDEPENDENT
|
| |||
|
Richard G. Kyle (Chair) | Dr. Pamela L. Davies | Robert R. Hill Jr. | Thomas E. Whiddon
|
| |||
|
Qualifications
•
Each member of the Executive Compensation Committee qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and each member of the Executive Compensation Committee is an independent director under the applicable New York Stock Exchange listing standards
|
| |
Key Responsibilities
The Executive Compensation Committee:
•
establishes the Company’s general compensation philosophy,
•
oversees the development and implementation of compensation programs,
•
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 caption “Executive Compensation—Compensation Discussion and Analysis—Role of Independent Compensation Consultant”.
|
|
|
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Meetings in 2022: 5
|
| |||
|
ALL MEMBERS ARE INDEPENDENT
|
| |||
|
Robert R. Hill Jr. (Chair) | Dr. Pamela L. Davies | Richard G. Kyle | Thomas E. Whiddon
|
| |||
|
Qualifications
•
Each member of the Corporate Governance and Nominating Committee is an independent director under the applicable New York Stock Exchange listing standards
|
| |
Key Responsibilities
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
•
identifiying, evaluating, and recommending individuals to the Board for nomination as members of the Board
•
annual review of 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.
|
|
|
EMPLOYEE AND PUBLIC RESPONSIBILITY COMMITTEE Meetings in 2022: 4
|
| |||
|
ALL MEMBERS ARE INDEPENDENT
|
| |||
|
Dr. Pamela L. Davies (Chair) | Steven L. Boyd | Philippe Guillemot | Eleni Istavridis | Blythe J. McGarvie
|
| |||
|
Key Responsibilities
The Employee and Public Responsibility Committee:
•
provides oversight and guidance on environmental issues, social issues such as diversity, employee safety and health, employee morale and well-being, public policy issues that may affect our company, including oversight of political/government affairs and policies and crisis management planning and our business conduct and commitment to ethical business practices, and
•
oversees the Company’s obligations to its employees and major public constituencies, including shareholders, customers, and the communities in which it operates.
|
|
|
FINANCIAL POLICY COMMITTEE Meetings in 2022: 4
|
| |||
|
ALL MEMBERS ARE INDEPENDENT
|
| |||
|
Blythe J. McGarvie (Chair) | Theresa J. Drew | Philippe Guillemot | Robert R. Hill Jr. | Eleni Istavridis
|
| |||
|
Key Responsibilities
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, and
•
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.
|
|
|
EXECUTIVE COMMITTEE Meetings in 2022: 4
|
| |||
|
R. Howard Coker | John R. Haley | Robert R. Hill Jr.
|
| |||
|
Key Responsibilities
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.
|
|
| | | |
Additional Cash Compensation
|
| ||||||
|
2022 Quarterly Director Compensation
|
| |
Quarterly Retainers
|
| |
1st
Quarter 2022 |
| |
Effective
2nd Quarter 2022 |
|
|
|
| | | | ||||||
|
Chairman of the Board
|
| |
$37,500
|
| |
$37,500
|
| |||
|
Lead Independent Director
|
| |
7,500
|
| |
7,500
|
| |||
|
Committee Chairs:
|
| |
|
| |
|
| |||
|
•
Audit
|
| |
5,625
|
| |
6,250
|
| |||
|
•
Executive Compensation
|
| |
4,375
|
| |
5,000
|
| |||
|
•
Governance, Financial Policy, and Employee and Public Responsibility
|
| |
3,750
|
| |
4,375
|
| |||
|
Attendance for each Board and each Committee meeting
|
| |
1,500
|
| |
1,500
|
|
|
Name
|
| |
Fees Earned or Paid in Cash(1)
($) |
| |
Stock Awards(2)
($) |
| |
Total
($) |
| |||||||||
| John R. Haley | | | | | 0 | | | | | $ | 377,250 | | | | | $ | 377,250 | | |
| Steven L. Boyd(3) | | | | $ | 28,375 | | | | | | 0 | | | | | | 28,375 | | |
| Pamela L. Davies | | | | | 128,375 | | | | | | 133,750 | | | | | | 262,125 | | |
| Theresa J. Drew | | | | | 108,500 | | | | | | 133,750 | | | | | | 242,250 | | |
| Philippe Guillemot | | | | | 101,000 | | | | | | 133,750 | | | | | | 234,750 | | |
| Robert R. Hill, Jr. | | | | | 23,750 | | | | | | 249,750 | | | | | | 273,500 | | |
| Eleni Istavridis | | | | | 102,500 | | | | | | 133,750 | | | | | | 236,250 | | |
| Richard G. Kyle | | | | | 131,000 | | | | | | 133,750 | | | | | | 264,750 | | |
| Blythe J. McGarvie | | | | | 128,375 | | | | | | 133,750 | | | | | | 262,125 | | |
| James M. Micali(4) | | | | | 81,125 | | | | | | 66,250 | | | | | | 147,375 | | |
| Sundaram Nagarajan(4) | | | | | 0 | | | | | | 179,500 | | | | | | 179,500 | | |
| Marc D. Oken(4) | | | | | 64,375 | | | | | | 66,250 | | | | | | 130,625 | | |
| Thomas E. Whiddon | | | | | 140,375 | | | | | | 133,750 | | | | | | 274,125 | | |
| Lloyd M. Yates(4) | | | | | 33,500 | | | | | | 32,500 | | | | | | 66,000 | | |
|
Name
|
| |
Fees Deferred into Equivalent Stock
Units(1) ($) |
| |
Payout Schedule Election in Years
|
| ||||||
| John R. Haley(2) | | | | | 377,250 | | | | | | 5 | | |
| Steven L. Boyd(6) | | | | | N/A | | | | | | N/A | | |
| Pamela L. Davies | | | | | 133,750 | | | | | | 1 | | |
| Theresa J. Drew | | | | | 133,750 | | | | | | 1 | | |
| Philippe Guillemot | | | | | 133,750 | | | | | | 3 | | |
| Robert R. Hill, Jr.(3) | | | | | 249,750 | | | | | | 3 | | |
| Eleni Istavridis | | | | | 133,750 | | | | | | 1 | | |
| Richard G. Kyle | | | | | 133,750 | | | | | | 5 | | |
| Blythe J. McGarvie | | | | | 133,750 | | | | | | 1 | | |
| James M. Micali(5) | | | | | 66,250 | | | | | | 1 | | |
| Sundaram Nagarajan(4)(5) | | | | | 179,500 | | | | | | 5 | | |
| Marc D. Oken(5) | | | | | 66,250 | | | | | | 1 | | |
| Thomas E. Whiddon | | | | | 133,750 | | | | | | 3 | | |
| Lloyd M. Yates(5) | | | | | 32,500 | | | | | | 3 | | |
| | | |
Fees Deferred into Equivalent Stock Units
|
| |||||||||
|
Name
|
| |
Shares
(#) |
| |
Value(1)
($) |
| ||||||
| John R. Haley | | | | | 47,874 | | | | | | 2,906,418 | | |
| Steven L. Boyd(2) | | | | | 0 | | | | | | 0 | | |
| Pamela L. Davies | | | | | 50,529 | | | | | | 3,067,634 | | |
| Theresa J. Drew | | | | | 9,612 | | | | | | 583,569 | | |
| Philippe Guillemot | | | | | 15,982 | | | | | | 970,273 | | |
| Robert R. Hill, Jr. | | | | | 13,176 | | | | | | 799,891 | | |
| Eleni Istavridis | | | | | 4,462 | | | | | | 270,888 | | |
| Richard G. Kyle | | | | | 17,044 | | | | | | 1,034,711 | | |
| Blythe J. McGarvie | | | | | 20,238 | | | | | | 1,228,667 | | |
| James M. Micali(3) | | | | | 0 | | | | | | 0 | | |
| Sundaram Nagarajan(3) | | | | | 26,471 | | | | | | 1,607,048 | | |
| Marc D. Oken(3) | | | | | 0 | | | | | | 0 | | |
| Thomas E. Whiddon | | | | | 50,529 | | | | | | 3,067,628 | | |
| Lloyd M. Yates(3) | | | | | 2,086 | | | | | | 126,635 | | |
|
Years of Service
|
| |
Target Number of Shares Owned
|
| |||
| Two | | | | | 3,000 | | |
| Four | | | | | 5,000 | | |
| Six | | | | | 8,000 | | |
|
|
| |
R. HOWARD COKER
President and Chief Executive Officer
|
| | |
|
| |
JOHN R. HALEY
Chairman of the Board of Directors
|
| | |
|
| |
ROBERT R. HILL JR.
Lead Independent Director
|
|
|
|
| |
BY WRITING TO
|
| |
|
| |
BY EMAIL TO
|
|
|
Non-management (or Independent)
Directors c/o Corporate Secretary Sonoco Products Company 1 North Second Street Hartsville, SC 29550 US |
| | CorporateSecretary@sonoco.com | |
|
|
| |
BY WRITING TO
|
| |
|
| |
BY EMAIL TO
|
|
|
c/o Corporate Secretary
Sonoco Products Company 1 North Second Street Hartsville, SC 29550 US |
| | CorporateSecretary@sonoco.com | |
|
Name of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership(1) (#) |
| |
Percent of
Class(2) |
| |
Vested Restricted
Stock Units(3) (#) |
| |
Deferred
Compensation Units(4) (#) |
| ||||||||||||
| Steven L. Boyd | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Pamela L. Davies | | | | | — | | | | | | — | | | | | | — | | | | | | 50,941 | | |
| Theresa J. Drew | | | | | — | | | | | | — | | | | | | — | | | | | | 9,691 | | |
| Philippe Guillemot | | | | | — | | | | | | — | | | | | | — | | | | | | 16,112 | | |
| John R. Haley | | | | | 15,558 | | | | | | — | | | | | | — | | | | | | 48,264 | | |
| Robert R. Hill Jr. | | | | | 10,065 | | | | | | — | | | | | | — | | | | | | 13,283 | | |
| Eleni Istavridis | | | | | — | | | | | | — | | | | | | — | | | | | | 4,498 | | |
| Richard G. Kyle | | | | | — | | | | | | — | | | | | | — | | | | | | 17,182 | | |
| Blythe J. McGarvie | | | | | — | | | | | | — | | | | | | — | | | | | | 20,403 | | |
| Thomas E. Whiddon | | | | | 15,590 | | | | | | — | | | | | | — | | | | | | 50,941 | | |
| R. Howard Coker | | | | | 249,771 | | | | | | — | | | | | | 22,793 | | | | | | — | | |
| Robert R. Dillard | | | | | 4,731 | | | | | | — | | | | | | 2,807 | | | | | | — | | |
| Rodger D. Fuller | | | | | 93,941 | | | | | | — | | | | | | 1,480 | | | | | | — | | |
| John. M. Florence, Jr. | | | | | 12,354 | | | | | | — | | | | | | 13,049 | | | | | | — | | |
| James A. Harrell, III | | | | | 28,514 | | | | | | — | | | | | | 18,963 | | | | | | — | | |
| Julie C. Albrecht(5) | | | | | 16,419 | | | | | | — | | | | | | — | | | | | | — | | |
| All executive officers and directors as a group (22 persons) |
| | |
|
495,732
|
| | | |
|
—
|
| | | |
|
74,374
|
| | | |
|
231,316
|
| |
|
NEO
|
| |
Total Vested/
Exercisable SSARs (#) |
| |
SSARs with
Appreciation as of February 7, 2023 (#) |
| |
Net Shares Issuable Upon Exercise
of SSARs with Appreciation that Are Included in the Above Table (#) |
| |||||||||
| R. Howard Coker | | | | | 97,941 | | | | | | 67,820 | | | | | | 10,725 | | |
| Robert R. Dillard | | | | | 3,013 | | | | | | — | | | | | | — | | |
| Rodger D. Fuller | | | | | 80,285 | | | | | | 50,164 | | | | | | 6,576 | | |
| John M. Florence, Jr. | | | | | 18,908 | | | | | | 6,859 | | | | | | 668 | | |
| James A. Harrelll, III | | | | | 15,528 | | | | | | 7,997 | | | | | | 805 | | |
| Julie C. Albrecht | | | | | — | | | | | | — | | | | | | — | | |
|
All executive officers as a group
|
| | | | 238,046 | | | | | | 138,566 | | | | | | 19,678 | | |
|
Name and Address of Beneficial Owner
|
| |
Amount and Nature of
Beneficial Ownership (#) |
| |
Percent of Class
|
| ||||||
|
BlackRock(1)
55 East 52nd Street New York, NY 10055 |
| | | | 11,554,514 | | | | | | 11.8% | | |
|
The Vanguard Group(2)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 10,922,717 | | | | | | 11.2% | | |
|
State Street Corporation(3)
One Lincoln Street Boston, MA 02111 |
| | | | 7,706,973 | | | | | | 7.9% | | |
| |
PROPOSAL 2
|
| | |
|
| |
The Board of Directors recommends that you vote FOR the ratification of PwC as our independent registered public accounting firm.
|
|
| | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
| |
| | | |
Fiscal Year
|
| ||||||||||||||||||||||
| | | |
2022
|
| | |
2021
|
| ||||||||||||||||||
|
Fee Category
|
| |
Fees
($ in thousands) |
| |
% of Total
|
| | |
Fees
($ in thousands) |
| |
% of Total
|
| ||||||||||||
| Audit fees(1) | | | | $ | 6,379 | | | | | | 71.0% | | | | | | $ | 4,894 | | | | | | 72.5% | | |
| Audit-related fees(2) | | | | | 736 | | | | | | 8.2% | | | | | | | 22 | | | | | | 0.3% | | |
| Tax fees(3) | | | | | 1,864 | | | | | | 20.8% | | | | | | | 1,836 | | | | | | 27.2% | | |
| All other fees(4) | | | | | — | | | | | | 0.0% | | | | | | | — | | | | | | 0.0% | | |
| Total fees | | | |
$
|
8,979
|
| | | |
|
100.0%
|
| | | | |
$
|
6,752
|
| | | |
|
100.0%
|
| |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
Theresa J. Drew (Chair)
|
| |
Steven L. Boyd
|
| |
Richard G. Kyle
|
| |
Blythe J. McGarvie
|
| |
Thomas E. Whiddon
|
|
| 51 | | | COMPENSATION RISK REVIEW | |
| 52 | | | COMPENSATION TABLES | |
| | | Summary Compensation Table | | |
| | | 2022 Grants of Plan-based Awards | | |
| | | Outstanding Equity Awards at 2022 Fiscal Year-end | | |
| | | 2022 Option Exercises and Stock Vested | | |
| | | Retirement Benefits | | |
| | | 2022 Nonqualified Deferred Compensation | | |
| | | Potential Benefits Payable Immediately Upon Certain Separation Events | | |
| | | CFO Transition | | |
| 70 | | | PAY RATIO | |
| 70 | | | PAY VERSUS PERFORMANCE | |
|
|
| |
R. Howard
Coker
President and Chief Executive Officer
|
| | |
|
| |
Rodger D. Fuller
Chief Operating Officer
|
| | |
|
| |
James A. Harrell, III
President, Global
Industrial Paper Packaging Division |
|
|
|
| |
ROBERT R. DILLARD
Chief Financial Officer
|
| | |
|
| |
John M. Florence, Jr.
General Counsel, Secretary and Vice President/General Manager—Tubes and Cores, US & Canada
|
| | |
Julie C. Albrecht
Former, Chief Financial Officer
(until June 30, 2022) |
|
|
|
| |
•
Reflect the decisions and efforts of those being compensated
|
| |
|
| |
•
Contribute to the creation of value over the long term
|
|
| Direct compensation elements, consisting of: | | | Executive Officer benefits elements, consisting of: | | ||||||
|
|
| |
•
Base salary
•
Performance-based annual cash incentive
•
Long-term equity incentive
|
| |
|
| |
•
Supplemental executive retirement benefits
•
Executive life insurance
•
Limited perquisites
|
|
|
•
Aptar Group Incorporated
|
| |
•
Crown Holdings, Inc.
|
| |
•
Packaging Corporation of America
|
|
|
•
Avery Dennison Corporation
|
| |
•
Graphic Packaging Holding Company
|
| |
•
Pactiv Evergreen, Inc.
|
|
|
•
Ball Corporation
|
| |
•
Greif, Inc.
|
| |
•
Sealed Air Corporation
|
|
|
•
Berry Global Group, Inc.
|
| |
•
Owens-Illinois Group, Inc.
|
| |
•
Silgan Holdings, Inc.
|
|
| | | |
Annual Incentive Compensation (as a Percentage of Base Salary) at:
|
| |||||||||||||||
|
Named Executive Officer
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| R. Howard Coker | | | | | 48.0% | | | | | | 120.0% | | | | | | 240.0% | | |
| Robert R. Dillard | | | | | 31.6% | | | | | | 79.0% | | | | | | 158.0% | | |
| Rodger D. Fuller | | | | | 34.8% | | | | | | 86.9% | | | | | | 173.8% | | |
| John M. Florence, Jr. | | | | | 28.0% | | | | | | 70.0% | | | | | | 140.0% | | |
| James A. Harrell, III | | | | | 28.0% | | | | | | 70.0% | | | | | | 140.0% | | |
| Julie C. Albrecht | | | | | 34.0% | | | | | | 85.0% | | | | | | 170.0% | | |
| 2022 Base Operating profit | | | | $ | 764,577 | | |
| Plus: Depreciation and amortization(1) | | | | | 186,911 | | |
| 2022 Base EBIDTA | | | | $ | 951,488 | | |
| 2022 Base Operating profit | | | | $ | 155,288 | | |
| Plus: Depreciation and amortization(1) | | | | | 41,033 | | |
| 2022 Base EBIDTA | | | | $ | 196,321 | | |
|
Incentive Plan Financial Metrics
|
| |
Weightings
|
| ||||||
|
|
| |
Sonoco Legacy Base EBITDA
|
| |
45%
|
| |
|
|
|
|
| |
Ball Metalpack Base EBITDA
|
| |
30%
|
| |
|
|
|
|
| |
Average Net Working Capital Cash Gap Days
|
| |
25%
|
| |
|
|
|
Incentive Plan Financial Metrics
|
| |
Weightings
|
| ||||||
|
|
| |
Sonoco Legacy Base EBITDA
|
| |
60%
|
| |
|
|
|
|
| |
Ball Metalpack Base EBITDA
|
| |
15%
|
| |
|
|
|
|
| |
Average Net Working Capital Cash Gap Days
|
| |
25%
|
| |
|
|
| | | | | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| | |
Actual 2022
Performance |
| ||||||||||||
|
|
| |
Sonoco Legacy Base EBITDA
(000s) |
| | | $ | 753,400 | | | | | $ | 801,500 | | | | | $ | 808,000 | | | | | | $ | 951,488 | | |
|
|
| |
Ball Metalpack Base EBITDA (000s)
|
| | | $ | 131,100 | | | | | $ | 138,000 | | | | | $ | 144,900 | | | | | | $ | 196,321 | | |
|
|
| |
Average Net Working Capital
Cash Gap Days |
| | | | 47.3 | | | | | | 46.0 | | | | | | 44.8 | | | | | | | 49.8 | | |
|
Named Executive Officer
|
| |
Annual Incentive
Compensation for 2022 ($) |
| |
Percentage
of Target |
| |
Percentage of
Base Salary |
| |
Percent Change
from Prior Year |
| ||||||||||||
| R. Howard Coker | | | | $ | 1,977,093 | | | | | | 150.0% | | | | | | 180.0% | | | | | | 50.8% | | |
| Robert R. Dillard | | | | | 635,446 | | | | | | 150.0% | | | | | | 118.7% | | | | | | 75.5% | | |
| Rodger D. Fuller | | | | | 939,681 | | | | | | 150.0% | | | | | | 130.3% | | | | | | 31.7% | | |
| John M. Florence, Jr. | | | | | 563,707 | | | | | | 150.0% | | | | | | 105.0% | | | | | | 32.6% | | |
| John A. Harrell, III | | | | | 595,958 | | | | | | 150.0% | | | | | | 105.0% | | | | | | 40.0% | | |
| Julie C. Albrecht(1) | | | | | 539,338 | | | | | | 100.0% | | | | | | 160.0% | | | | | | -16.1% | | |
|
|
| |
•
Align executives’ interests with long-term shareholder interests, and
|
| |
|
| |
•
Provide opportunities for increased stock ownership, which we believe enables us to attract and motivate our executives, as well as promote retention.
|
|
|
For 2022, the target mix of awards for each officer was 60% PCSUs and 40% 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 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.
|
| |
|
|
|
Named Executive Officer
|
| |
Total Target Long-Term
Equity ($) |
| |
Performance Contingent
Stock Units ($) |
| |
Restricted Stock Units
($) |
| |||||||||
| R. Howard Coker | | | | $ | 6,150,043 | | | | | $ | 3,690,025 | | | | | $ | 2,460,018 | | |
| Robert R. Dillard | | | | | 500,034 | | | | | | 300,005 | | | | | | 200,028 | | |
| Rodger D. Fuller | | | | | 1,850,012 | | | | | | 1,110,010 | | | | | | 740,002 | | |
| John M. Florence, Jr. | | | | | 1,000,013 | | | | | | 600,011 | | | | | | 400,003 | | |
| James A. Harrell, III | | | | | 750,023 | | | | | | 450,008 | | | | | | 300,015 | | |
| Julie C. Albrecht | | | | | 1,550,087 | | | | | | 930,038 | | | | | | 620,050 | | |
|
The Committee established goals for performance vesting of the 2022-2024 PCSUs based on two key financial measures: average return on invested capital (“ROIC”) and cumulative growth in Base Earnings Per Share (“BEPS”) over the three-year performance period. The Committee believes that both elements are critical factors in determining long-term shareholder value. For the 2022 awards, the average three-year ROIC is weighted 50% and the three-year cumulative growth in BEPS is weighted 50%.
|
| |
|
|
|
Goals
|
| |
Threshold Vesting
|
| |
Target Vesting
|
| |
Maximum Vesting
|
| |||||||||
| Average Three-Year ROIC(1) | | | | | 10.20% | | | | | | 10.73% | | | | | | 11.27% | | |
| Three-Year Cumulative Growth in BEPS(2) | | | | | 9.0% | | | | | | 11.2% | | | | | | 13.6% | | |
|
Executive
|
| |
Ownership Requirement
|
| |||
|
Chief Executive Officer
|
| | ● ● ● ● ● ● | | |
6.0 times annual base salary
|
|
|
Chief Operating Officer
|
| | ● ● ● ● | | |
4.0 times annual base salary
|
|
|
Chief Financial Officer
|
| | ● ● ● | | |
3.0 times annual base salary
|
|
|
Executive Vice Presidents
|
| | ● ● ● | | |
3.0 times annual base salary
|
|
|
Presidents
|
| | ● ● | | |
2.0 times annual base salary
|
|
|
Senior Vice Presidents
|
| | ● ● | | |
2.0 times annual base salary
|
|
| Vice Presidents | | |
●
|
| |
1.0 times annual base salary
|
|
|
|
| |
|
| |
|
| |
|
|
|
Richard G. Kyle (Chair)
|
| |
Dr. Pamela L. Davies
|
| |
Robert R. Hill, Jr.
|
| |
Thomas E. Whiddon
|
|
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| ||||||||||||||||||||||||
|
Name and Principal
Position |
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards(1) ($) |
| |
Non Equity
Incentive Plan Compensation(2) ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) |
| |
All
Other Compensation(4) ($) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
R. Howard Coker
President and Chief Executive Officer |
| | | | 2022 | | | | | $ | 1,098,385 | | | | | | 0 | | | | | $ | 6,205,527 | | | | | $ | 1,977,093 | | | | | | 0 | | | | | $ | 513,043 | | | | | $ | 9,794,049 | | |
| | | 2021 | | | | | | 906,234 | | | | | | 0 | | | | | | 4,038,338 | | | | | | 1,311,489 | | | | | | 0 | | | | | | 362,393 | | | | | | 6,618,454 | | | |||
| | | 2020 | | | | | | 736,038 | | | | | | 0 | | | | | | 4,020,436 | | | | | | 794,921 | | | | | $ | 1,018,274 | | | | | | 246,254 | | | | | | 6,815,923 | | | |||
|
Robert R. Dillard*
Chief Financial Officer |
| | | | 2022 | | | | | | 535,539 | | | | | | 0 | | | | | | 1,019,828 | | | | | | 635,446 | | | | | | 0 | | | | | | 175,267 | | | | | | 2,366,080 | | |
| | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
|
Rodger D. Fuller
Chief Operating Officer |
| | | | 2022 | | | | | | 720,980 | | | | | | 0 | | | | | | 1,885,304 | | | | | | 939,681 | | | | | | 0 | | | | | | 281,088 | | | | | | 3,827,053 | | |
| | | 2021 | | | | | | 695,994 | | | | | | 0 | | | | | | 1,679,203 | | | | | | 713,456 | | | | | | 0 | | | | | | 258,261 | | | | | | 3,346,914 | | | |||
| | | 2020 | | | | | | 660,434 | | | | | | 0 | | | | | | 1,520,332 | | | | | | 505,232 | | | | | | 1,186,171 | | | | | | 182,978 | | | | | | 4,055,147 | | | |||
|
John M. Florence, Jr.
General Counsel, Secretary, & Vice President/General Manager—Tubes and Cores—US and Canada |
| | | | 2022 | | | | | | 536,864 | | | | | | 0 | | | | | | 1,023,237 | | | | | | 563,707 | | | | | | 0 | | | | | | 176,167 | | | | | | 2,299,975 | | |
| | | 2021 | | | | | | 503,458 | | | | | | 0 | | | | | | 866,371 | | | | | | 425,015 | | | | | | 0 | | | | | | 144,330 | | | | | | 1,939,173 | | | |||
| | | 2020 | | | | | | 399,990 | | | | | | 0 | | | | | | 628,353 | | | | | | 251,994 | | | | | | 0 | | | | | | 101,102 | | | | | | 1,381,438 | | | |||
|
James A. Harrell, III**
President, Global Industrial Paper Packaging Division |
| | | | 2022 | | | | | | 567,579 | | | | | | 0 | | | | | | 773,304 | | | | | | 595,958 | | | | | | 0 | | | | | | 185,545 | | | | | | 2,122,386 | | |
| | | 2021 | | | | | | 504,331 | | | | | | 0 | | | | | | 469,009 | | | | | | 425,752 | | | | | | 0 | | | | | | 148,617 | | | | | | 1,547,709 | | | |||
| | | 2020 | | | | | | 465,290 | | | | | | 0 | | | | | | 391,020 | | | | | | 293,133 | | | | | | 841,583 | | | | | | 125,265 | | | | | | 2,116,291 | | | |||
|
Julie C. Albrecht(5)
Former Chief Financial Officer |
| | | | 2022 | | | | | | 337,086 | | | | | | 0 | | | | | | 1,582,806 | | | | | | 539,338 | | | | | | 0 | | | | | | 555,236 | | | | | | 3,014,465 | | |
| | | 2021 | | | | | | 665,992 | | | | | | 0 | | | | | | 1,552,165 | | | | | | 642,543 | | | | | | 0 | | | | | | 210,420 | | | | | | 3,071,120 | | | |||
| | | 2020 | | | | | | 633,448 | | | | | | 0 | | | | | | 1,316,032 | | | | | | 451,989 | | | | | | 0 | | | | | | 167,784 | | | | | | 2,569,253 | | |
| | | |
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| ||||||||||||||||||
|
Name
|
| |
Perquisites
($) |
| |
Executive
Life Insurance ($) |
| |
Company
Contributions and Accruals to Defined Contribution Plans ($) |
| |
Company
Contributions to the Defined Contribution SERP ($) |
| |
Post
Employment Payments ($) |
| |
All other
Compensation Total ($) |
| ||||||||||||||||||
| R. Howard Coker | | | | $ | 37,885 | | | | | $ | 9,390 | | | | | $ | 235,107 | | | | | $ | 230,661 | | | | | | | | | | | $ | 513,043 | | |
| Robert R. Dillard | | | | | 0 | | | | | | 3,571 | | | | | | 83,872 | | | | | | 87,824 | | | | | | | | | | | | 175,267 | | |
| Rodger D. Fuller | | | | | 10,422 | | | | | | 8,552 | | | | | | 137,564 | | | | | | 124,550 | | | | | | | | | | | | 281,088 | | |
|
John M. Florence, Jr.
|
| | | | 0 | | | | | | 3,316 | | | | | | 90,308 | | | | | | 82,543 | | | | | | | | | | | | 176,167 | | |
| James A. Harrell. III | | | | | 0 | | | | | | 4,827 | | | | | | 93,453 | | | | | | 87,265 | | | | | | | | | | | | 185,545 | | |
| Julie C. Albrecht | | | | | 0 | | | | | | 6,258 | | | | | | 97,269 | | | | | | 55,619 | | | | | $ | 396,089 | | | | | | 555,236 | | |
|
(a)
|
| |
(b1)
|
| |
(b2)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| ||||||||||||||||||||||||
| | | | | | | | | |
Estimated Possible Payouts
Under Non-Equity Incentive Awards(1) |
| |
Estimated Possible Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
Fair Value of Stock and Option Awards(6) (#) |
| ||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Committee
Action |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||
| R. Howard Coker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Cash Incentive
|
| |
NA
|
| |
02-09-2022
|
| | | $ | 527,225 | | | | | $ | 1,318,062 | | | | | $ | 2,636,124 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
PCSUs
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | 35,522 | | | | | | 71,044 | | | | | | 142,088 | | | | | | | | | | | $ | 3,690,025 | | |
|
RSUs(3)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,836 | | | | | | 2,460,018 | | |
|
RSUs—DC SERP(4)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 970 | | | | | | 55,484 | | |
| Robert R. Dillard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Cash Incentive
|
| |
NA
|
| |
02-09-2022
|
| | | | 169,452 | | | | | | 423,631 | | | | | | 847,261 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
PCSUs
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | 2,888 | | | | | | 5,776 | | | | | | 11,552 | | | | | | | | | | | | 300,005 | | |
|
RSUs(3)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,727 | | | | | | 200,028 | | |
|
RSUs—DC SERP(4)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 346 | | | | | | 19,791 | | |
|
RSUs(5)
|
| |
06-15-2022
|
| |
06-13-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,941 | | | | | | 500,004 | | |
| Rodger D. Fuller | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Cash Incentive
|
| |
NA
|
| |
02-09-2022
|
| | | | 250,582 | | | | | | 626,454 | | | | | | 1,252,908 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
PCSUs
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | 10,686 | | | | | | 21,371 | | | | | | 42,742 | | | | | | | | | | | | 1,110,010 | | |
|
RSUs(3)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,788 | | | | | | 740,002 | | |
|
RSUs—DC SERP(4)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 617 | | | | | | 35,292 | | |
| John M. Florence, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Cash Incentive
|
| |
NA
|
| |
02-09-2022
|
| | | | 150,322 | | | | | | 375,805 | | | | | | 751,610 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
PCSUs
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | 5,776 | | | | | | 11,552 | | | | | | 23,104 | | | | | | | | | | | | 600,011 | | |
|
RSUs(3)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,453 | | | | | | 400,003 | | |
|
RSUs—DC SERP(4)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 406 | | | | | | 23,223 | | |
| James A. Harrell, III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Cash Incentive
|
| |
NA
|
| |
02-09-2022
|
| | | | 158,922 | | | | | | 397,305 | | | | | | 794,611 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
PCSUs
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | 4,332 | | | | | | 8,664 | | | | | | 17,328 | | | | | | | | | | | | 450,008 | | |
|
RSUs(3)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,590 | | | | | | 300,015 | | |
|
RSUs—DC SERP(4)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 407 | | | | | | 23,280 | | |
| Julie C. Albrecht | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Annual Cash Incentive
|
| |
NA
|
| |
02-09-2022
|
| | | | 215,735 | | | | | | 539,338 | | | | | | 1,078,676 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
PCSUs
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | 8,953 | | | | | | 17,906 | | | | | | 35,812 | | | | | | | | | | | | 930,038 | | |
|
RSUs(3)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,553 | | | | | | 620,050 | | |
|
RSUs—DC SERP(4)
|
| |
02-09-2022
|
| |
02-09-2022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 572 | | | | | | 32,718 | | |
|
(a)
|
| | | | | | | |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |
(g)
|
| |
(h)
|
| |
(i)
|
| |
(j)
|
| |||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Option or SSAR Awards
|
| |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
|
Number of
Securities Underlying Unexercised Options(1) (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options(1) (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested(1) (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested(2) ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) |
| ||||||||||||||||||||||||||||||
| R. Howard Coker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 142,088 | | | | | $ | 8,626,162 | | |
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,836 | | | | | $ | 2,782,704 | | | | | | | | | | | | | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 85,792 | | | | | | 5,208,432 | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,567 | | | | | | 1,127,203 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,189 | | | | | | 254,314 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 38,615 | | | | | | 2,344,323 | | | | | | | | | | | | | | |
| | | | | | 02-13-2019 | | | | | | 30,121 | | | | | | | | | | | $ | 60.77 | | | | | | 02-13-2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-14-2018 | | | | | | 28,054 | | | | | | | | | | | | 50.83 | | | | | | 02-14-2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-08-2017 | | | | | | 22,110 | | | | | | | | | | | | 54.46 | | | | | | 02-08-2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-11-2015 | | | | | | 17,656 | | | | | | | | | | | | 46.16 | | | | | | 02-11-2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert R. Dillard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | 06-15-2022(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,941 | | | | | | 664,228 | | | | | | | | | | | | | | |
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,552 | | | | | | 701,322 | | |
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,727 | | | | | | 226,266 | | | | | | | | | | | | | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,972 | | | | | | 423,270 | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,509 | | | | | | 91,611 | | | | | | | | | | | | | | |
| | | | | | 11-01-2020(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,284 | | | | | | 199,378 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 419 | | | | | | 25,437 | | | | | | | | | | | | | | |
| | | | | | 10-13-2019(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,869 | | | | | | 113,485 | | | | | | | | | | | | | | |
| | | | | | 02-13-2019 | | | | | | 3,013 | | | | | | | | | | | | 60.77 | | | | | | 02-13-2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Rodger D. Fuller | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 42,742 | | | | | | 2,594,867 | | |
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,788 | | | | | | 837,069 | | | | | | | | | | | | | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 35,390 | | | | | | 2,148,527 | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,659 | | | | | | 464,978 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,142 | | | | | | 190,751 | | | | | | | | | | | | | | |
| | | | | | 02-13-2019 | | | | | | 30,121 | | | | | | | | | | | | 60.77 | | | | | | 02-13-2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-14-2018 | | | | | | 28,054 | | | | | | | | | | | | 50.83 | | | | | | 02-14-2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-08-2017 | | | | | | 22,110 | | | | | | | | | | | | 54.46 | | | | | | 02-08-2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| John M. Florence, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,104 | | | | | | 1,402,644 | | |
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,453 | | | | | | 452,472 | | | | | | | | | | | | | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,232 | | | | | | 1,106,865 | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,946 | | | | | | 239,562 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,288 | | | | | | 78,194 | | | | | | | | | | | | | | |
| | | | | | 02-13-2019 | | | | | | 12,049 | | | | | | | | | | | | 60.77 | | | | | | 02-13-2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-08-2017 | | | | | | 6,859 | | | | | | | | | | | | 54.46 | | | | | | 02-08-2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| James A. Harrell, III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,328 | | | | | | 1,051,983 | | |
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,590 | | | | | | 339,369 | | | | | | | | | | | | | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,652 | | | | | | 585,973 | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,090 | | | | | | 126,884 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 786 | | | | | | 47,718 | | | | | | | | | | | | | | |
| | | | | | 02-13-2019 | | | | | | 7,531 | | | | | | | | | | | | 60.77 | | | | | | 02-13-2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-08-2017 | | | | | | 7,885 | | | | | | | | | | | | 54.46 | | | | | | 02-08-2027 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 02-10-2016 | | | | | | 112 | | | | | | | | | | | | 40.41 | | | | | | 02-10-2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Julie C. Albrecht | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
| | | | | | 02-09-2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,812 | | | | | | 231,427 | | | | | | | | | | | | | | |
| | | | | | 02-10-2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,486 | | | | | | 211,635 | | | | | | | | | | | | | | |
| | | | | | 02-12-2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,723 | | | | | | 165,313 | | | | | | | | | | | | | | |
|
SSARs Vesting Grant Date
|
| |
Vesting
|
|
| 02-11-2015 | | | 1/3 per year in years 1, 2, and 3 | |
| 02-08-2017 | | | 1/3 per year in years 1, 2, and 3 | |
| 02-14-2018 | | | 1/3 per year in years 1, 2, and 3 | |
| 02-13-2019 | | | 1/3 per year in years 1, 2, and 3 | |
|
RSUs Vesting Grant Date
|
| |
Vesting
|
|
| 02-09-2022 | | | 1/3 per year in years 1, 2, and 3 | |
| 02-10-2021 | | | 1/3 per year in years 1, 2, and 3 | |
| 02-12-2020 | | | 1/3 per year in years 1, 2, and 3 | |
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| ||||||||||||
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise(1) ($) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting(9) ($) |
| ||||||||||||
|
R. Howard Coker
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
1,477(2)
|
| | | |
$
|
82,801
|
| |
| | | | | | | | | | | | | | | | |
|
4,065(3)
|
| | | |
|
227,884
|
| |
| | | | | | | | | | | | | | | | |
|
9,144 (4)
|
| | | |
|
509,595
|
| |
| | | | | | | | | | | | | | | | |
|
51,540 (5)
|
| | | |
|
3,128,993
|
| |
|
Total
|
| | | | | | | | | | | | | | |
|
66,226
|
| | | |
$
|
3,949,273
|
| |
|
Robert R. Dillard
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
148 (2)
|
| | | |
$
|
8,297
|
| |
| | | | | | | | | | | | | | | | |
|
407 (3)
|
| | | |
|
22,816
|
| |
| | | | | | | | | | | | | | | | |
|
743(4)
|
| | | |
|
41,407
|
| |
| | | | | | | | | | | | | | | | |
|
5,154 (5)
|
| | | |
|
312,899
|
| |
| | | | | | | | | | | | | | | | |
|
938(6)
|
| | | |
|
56,927
|
| |
|
Total
|
| | | | | | | | | | | | | | |
|
7,390
|
| | | |
$
|
442,347
|
| |
|
Rodger D. Fuller
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
1,477 (2)
|
| | | |
$
|
82,801
|
| |
| | | | | | | | | | | | | | | | |
|
3,049 (3)
|
| | | |
|
170,927
|
| |
| | | | | | | | | | | | | | | | |
|
3,772 (4)
|
| | | |
|
210,214
|
| |
| | | | | | | | | | | | | | | | |
|
38,654 (5)
|
| | | |
|
2,346,684
|
| |
|
Total
|
| | | | | | | | | | | | | | |
|
46,952
|
| | | |
$
|
2,810,625
|
| |
|
John M. Florence, Jr.
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
591 (2)
|
| | | |
$
|
33,131
|
| |
| | | | | | | | | | | | | | | | |
|
1,250 (3)
|
| | | |
|
70,075
|
| |
| | | | | | | | | | | | | | | | |
|
1,943 (4)
|
| | | |
|
108,283
|
| |
| | | | | | | | | | | | | | | | |
|
15,850 (5)
|
| | | |
|
962,254
|
| |
|
Total
|
| | | | | | | | | | | | | | |
|
19,634
|
| | | |
$
|
1,173,743
|
| |
|
James A. Harrell, III
|
| | | | | | | | | | | | | | |
|
370(2)
|
| | | |
$
|
20,742
|
| |
| | | | | | | | | | | | | | | | |
|
762 (3)
|
| | | |
|
42,718
|
| |
| | | | | | | | | | | | | | | | |
|
1,028 (4)
|
| | | |
|
57,290
|
| |
| | | | | | | | | | | | | | | | |
|
9,664 (5)
|
| | | |
|
586,701
|
| |
|
Total
|
| | | | | | | | | | | | | | |
|
11,824
|
| | | |
$
|
707,452
|
| |
|
Julie C. Albrecht
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | |
|
15,268
|
| | | |
$
|
168,711
|
| | | | | | | | | | | | | |
| | | | |
|
24,097
|
| | | |
|
26,748
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
1,181 (2)
|
| | | |
$
|
66,207
|
| |
| | | | | | | | | | | | | | | | |
|
2,642 (3)
|
| | | |
|
148,111
|
| |
| | | | | | | | | | | | | | | | |
|
3,486 (4)
|
| | | |
|
194,275
|
| |
| | | | | | | | | | | | | | | | |
|
33,500 (5)
|
| | | |
|
2,033,785
|
| |
| | | | | | | | | | | | | | | | |
|
860 (7)
|
| | | |
|
48,667
|
| |
| | | | | | | | | | | | | | | | |
|
1,059 (8)
|
| | | |
|
62,439
|
| |
|
Total
|
| | |
|
39,365
|
| | | |
$
|
195,459
|
| | | |
|
42,728
|
| | | |
$
|
2,553,483
|
| |
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |||||||||
|
Name
|
| |
Plan Name(1)
|
| |
Number of Years
Credited Service(3) (#) |
| |
Present Value of
Accumulated Benefit(4) ($) |
| |
Payments During
Last Fiscal Year ($) |
| |||||||||
|
R. Howard Coker
|
| |
DB Restoration
|
| | |
|
32.50
|
| | | |
$
|
2,939,840
|
| | | |
|
0
|
| |
| Total | | | | | | | | | |
|
2,939,840
|
| | | |
|
0
|
| | |||
| Robert R. Dillard(2) | | | | | | | | | | | | | | | | | | | | | | |
|
Rodger D. Fuller
|
| |
DB Restoration
|
| | |
|
32.50
|
| | | |
|
3,244,525
|
| | | |
|
0
|
| |
| DBSERP | | | | | 33.58 | | | | | | 760,637 | | | | | | 0 | | | |||
| Total | | | | | | | | | |
|
4,005,162
|
| | | |
|
0
|
| | |||
| John M. Florence, Jr.(2) | | | | | | | | | | | | | | | | | | | | | | |
|
James A. Harrell, III
|
| |
DB Restoration
|
| | |
|
32.50
|
| | | |
|
2,299,344
|
| | | |
|
0
|
| |
| Total | | | | | | | | | |
|
2,299,344
|
| | | |
|
0
|
| | |||
| Julie C. Albrecht(2) | | | | | | | | | | | | | | | | | | | | | | |
|
(a)
|
| |
(b)
|
| |
(c)
|
| |
(d)
|
| |
(e)
|
| |
(f)
|
| |||||||||||||||
|
Name
|
| |
Executive
Contributions in 2022(1)(2) ($) |
| |
Registrant
Contributions in 2022(2) ($) |
| |
Aggregate
Earnings in 2022(2)(3) ($) |
| |
Aggregate
Withdrawals/ Distributions in 2022 ($) |
| |
Aggregate
Balance at End of 2022(2)(4) ($) |
| |||||||||||||||
| R. Howard Coker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DC Restoration
|
| | | | 0 | | | | | $ | 216,807 | | | | | $ | (104,395) | | | | | | 0 | | | | | $ | 666,157 | | |
|
NQDC—Deferred PCSUs/RSUs
|
| | | | 0 | | | | | | 0 | | | | | | 249,861 | | | | | | 0 | | | | | | 3,254,815 | | |
|
DCSERP (Deferred Cash)
|
| | | | 0 | | | | | | 230,661 | | | | | | 16,602 | | | | | | 0 | | | | | | 1,249,079 | | |
|
DCSERP (Deferred Stock)
|
| | | | 0 | | | | | | 55,443 | | | | | | 90,474 | | | | | | 0 | | | | | | 473,295 | | |
| Robert R. Dillard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DC Restoration
|
| | | | 0 | | | | | | 65,572 | | | | | | (10,293) | | | | | | 0 | | | | | | 116,759 | | |
|
NQDC—Deferred PCSUs/RSUs
|
| | | | 0 | | | | | | 0 | | | | | | 26,643 | | | | | | 0 | | | | | | 369,809 | | |
|
DCSERP (Deferred Cash)
|
| | | | 0 | | | | | | 87,824 | | | | | | 1,126 | | | | | | 0 | | | | | | 156,951 | | |
|
DCSERP (Deferred Stock)
|
| | | | 0 | | | | | | 19,769 | | | | | | 21,900 | | | | | | 0 | | | | | | 24,679 | | |
| Rodger D. Fuller | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DC Restoration
|
| | | | 0 | | | | | | 119,264 | | | | | | (78,327) | | | | | | 0 | | | | | | 781,980 | | |
|
NQDC—Deferred PCSUs/RSUs
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
DCSERP (Deferred Cash)
|
| | | | 0 | | | | | | 124,550 | | | | | | 4,122 | | | | | | 0 | | | | | | 377,221 | | |
|
DCSERP (Deferred Stock)
|
| | | | 0 | | | | | | 35,236 | | | | | | 41,282 | | | | | | 0 | | | | | | 89,875 | | |
| John M. Florence, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DC Restoration
|
| | | | 0 | | | | | | 72,008 | | | | | | (32,771) | | | | | | 0 | | | | | | 202,710 | | |
|
NQDC—Deferred PCSUs/RSUs
|
| | | $ | 108,283 | | | | | | 0 | | | | | | 31,878 | | | | | | 0 | | | | | | 415,220 | | |
|
DCSERP (Deferred Cash)
|
| | | | 0 | | | | | | 82,543 | | | | | | 3,930 | | | | | | 0 | | | | | | 323,709 | | |
|
DCSERP (Deferred Stock)
|
| | | | 0 | | | | | | 23,212 | | | | | | 30,369 | | | | | | 0 | | | | | | 89,596 | | |
| James A. Harrell, III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DC Restoration
|
| | | | 0 | | | | | | 75,153 | | | | | | (62,763) | | | | | | 0 | | | | | | 369,518 | | |
|
Deferred PCSUs/RSUs
|
| | | | 0 | | | | | | 0 | | | | | | 63,827 | | | | | | 0 | | | | | | 831,472 | | |
|
DCSERP (Deferred Cash)
|
| | | | 0 | | | | | | 87,265 | | | | | | 10,986 | | | | | | 0 | | | | | | 761,265 | | |
|
DCSERP (Deferred Stock)
|
| | | | 0 | | | | | | 23,252 | | | | | | 47,334 | | | | | | 0 | | | | | | 319,747 | | |
| Julie C. Albrecht | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DC Restoration
|
| | | | 0 | | | | | | 78,969 | | | | | | (43,250) | | | | | | 0 | | | | | | 267,220 | | |
|
Deferred PCSUs/RSUs
|
| | | | 0 | | | | | | 0 | | | | | | (93,087) | | | | | | 0 | | | | | | 247,521 | | |
|
DCSERP (Deferred Cash)
|
| | | | 0 | | | | | | 55,619 | | | | | | 3,732 | | | | | | 0 | | | | | | 279,748 | | |
|
DCSERP (Deferred Stock)
|
| | | | 0 | | | | | | 32,713 | | | | | | 36,539 | | | | | | 0 | | | | | | 80,234 | | |
|
Name
|
| |
Amounts in
column (b) above reported in the 2022 Summary Compensation Table ($) |
| |
Amounts in
column (c) above reported in the 2022 Summary Compensation Table ($) |
| |
Amounts in
column (d) above reported in the 2022 Summary Compensation Table ($) |
| |
Amounts in
column (f) above previously reported as compensation in the Summary Compensation Table for previous years ($) |
| |
Amounts in
column (f) above payable in Company Stock rather than cash ($) |
| |||||||||||||||
| R. Howard Coker | | | | | 0 | | | | | $ | 502,911 | | | | | | 0 | | | | | $ | 6,647,290 | | | | | $ | 3,728,110 | | |
| Robert R. Dillard | | | | | 0 | | | | | | 173,165 | | | | | | 0 | | | | | | 173,165 | | | | | | 394,488 | | |
| Rodger D. Fuller | | | | | 0 | | | | | | 279,049 | | | | | | 0 | | | | | | 650,257 | | | | | | 89,875 | | |
|
John M. Florence, Jr.
|
| | | $ | 108,283 | | | | | | 177,763 | | | | | | 0 | | | | | | 489,094 | | | | | | 504,816 | | |
| James A. Harrell, III | | | | | 0 | | | | | | 185,670 | | | | | | 0 | | | | | | 450,436 | | | | | | 1,151,219 | | |
| Julie C. Albrecht | | | | | 0 | | | | | | 167,301 | | | | | | 0 | | | | | | 504,607 | | | | | | 327,755 | | |
| | | |
Voluntary
|
| |
Involuntary
for Cause |
| |
Involuntary
Not for Cause |
| |
Retirement(1)
|
| |
Death or
Disability |
| |
Change-in-Control(2)
|
|
| Cash Severance | | | Not eligible | | | Not eligible | | |
CEO: 2 times Base Salary
Other NEOs: 1 times Base Salary
|
| | Not eligible | | | Not eligible | | |
CEO: 2.5 times (Base Salary + Target Incentive)
Officers reporting to the CEO: 2.0 times (Base Salary + Target Incentive)
All other Officers: 1.5 times (Base Salary + Target Incentive)
|
|
|
Performance-based Annual Cash Incentive
|
| | Not eligible | | | Not eligible | | |
Calculated at actual performance and prorated through the termination of employment
|
| |
Calculated at actual performance and prorated through the termination of employment
|
| |
Calculated at actual performance and prorated through the separation of employment
|
| |
Greater of Target or actual performance, and prorated through the termination of employment
|
|
|
PCSUs—60% Award
|
| |
Forfeit unvested shares
|
| |
Forfeit unvested shares
|
| |
Continued vesting, as if employment had continued for a period of 12 months following the termination date.
Vested shares determined by performance at end of performance period.
|
| |
Vested shares determined by performance at end of performance period and are prorated based on period of employment during performance period
|
| |
Vested shares determined by performance at end of performance period and are prorated based on period of employment during performance period
|
| |
Unvested shares vest at target and are prorated based on period of employment during performance period
|
|
|
RSUs—40% Award
|
| |
Forfeit unvested shares
|
| |
Forfeit unvested shares
|
| |
Continued vesting, as if employment had continued for a period of 12 months following the termination date.
|
| |
Prorated vesting based on period of employment in the year of retirement
|
| |
Immediate vesting upon death or disability
|
| |
Immediate vesting upon termination
|
|
| RSUs—Special Grant | | |
Forfeit unvested shares
|
| |
Forfeit unvested shares
|
| |
Continued vesting, as if employment had continued for a period of 12 months following the termination date.
|
| | Forfeit unvested shares | | |
Vests on a prorated basis through the separation of employment, subject to approval by the Executive Compensation Committee
|
| |
Vests on a prorated basis through the termination of employment
|
|
| | | |
Voluntary
|
| |
Involuntary
for Cause |
| |
Involuntary
Not for Cause |
| |
Retirement(1)
|
| |
Death or
Disability |
| |
Change-in-Control(2)
|
|
| Health and Welfare Benefits | | | Not eligible | | | Not eligible | | |
Eligible for up to 12 months of continued benefits at the employee rates
|
| | Not eligible | | |
Disability: Coverage is continued for up to 12 months, then the employee and dependents are eligible to enroll in COBRA benefit continuation for up to 18 months
Death: Any enrolled dependants are eligible to enroll in COBRA benefit continuation for up to 18 months
|
| |
Eligible for up to 18 months of COBRA continued benefits
|
|
|
Executive Life Insurance
|
| |
Company-paid coverage will continue to be provided post-employment for a period of six months
|
| |
Company-paid coverage will cease upon termination
|
| |
Company-paid coverage will continue to be provided post-employment for a period of six months
|
| |
Company-paid coverage will continue to be provided post-employment for a period of six months
|
| |
Company-paid coverage will continue to be provided for a period of six months after the Disability period
|
| |
Company-paid coverage will continue to be provided post-employment for a period of six months
|
|
| Outplacement Services | | | Not eligible | | | Not eligible | | |
Eligible for outplacement services, in an amount not to exceed $25,000
|
| | Not eligible | | | Not eligible | | |
Eligible for outplacement services, in an amount not to exceed $25,000
|
|
|
Name
|
| |
Voluntary
Termination ($) |
| |
Involuntary
Termination— Not for Cause/ Resignation for Good Reason ($) |
| |
Retirement
($) |
| |
Termination
following a Change-in-Control ($) |
| |
Disability
($) |
| |
Death
($) |
| ||||||||||||||||||
| R. Howard Coker | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | 0 | | | | | $ | 2,330,400 | | | | | | 0 | | | | | $ | 6,408,600 | | | | | | 0 | | | | | | 0 | | |
|
Unvested PCSUs(1)
|
| | | | 0 | | | | | | 1,736,144 | | | | | $ | 3,199,608 | | | | | | 3,199,608 | | | | | $ | 3,199,608 | | | | | $ | 3,199,608 | | |
|
Unvested RSUs(2)
|
| | | | 0 | | | | | | 1,310,439 | | | | | | 1,310,439 | | | | | | 5,515,382 | | | | | | 5,515,382 | | | | | | 5,515,382 | | |
|
Company Paid Healthcare
Premiums |
| | | | 0 | | | | | | 6,384 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Executive Life Insurance Plan Lump Sum(3)
|
| | | | | | | | | | 4,695 | | | | | | | | | | | | | | | | | | | | | | | | 2,000,000 | | |
| Robert R. Dillard | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | 0 | | | | | | 595,872 | | | | | | 0 | | | | | | 2,204,726 | | | | | | 0 | | | | | | 0 | | |
|
Unvested PCSUs(1)
|
| | | | 0 | | | | | | 141,090 | | | | | | 0 | | | | | | 260,554 | | | | | | 260,554 | | | | | | 260,554 | | |
|
Unvested RSUs(2)
|
| | | | 0 | | | | | | 106,477 | | | | | | 0 | | | | | | 1,237,282 | | | | | | 1,237,282 | | | | | | 1,237,282 | | |
|
Company Paid Healthcare
Premiums |
| | | | 0 | | | | | | 7,793 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Executive Life Insurance Plan Lump Sum(3)
|
| | | | | | | | | | 1,786 | | | | | | | | | | | | | | | | | | | | | | | | 1,250,000 | | |
| Rodger D. Fuller | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | 0 | | | | | | 732,720 | | | | | | 0 | | | | | | 2,747,700 | | | | | | 0 | | | | | | 0 | | |
|
Unvested PCSUs(1)
|
| | | | 0 | | | | | | 716,176 | | | | | | 1,167,980 | | | | | | 1,167,980 | | | | | | 1,167,980 | | | | | | 1,167,980 | | |
|
Unvested RSUs(2)
|
| | | | 0 | | | | | | 449,234 | | | | | | 449,234 | | | | | | 1,492,798 | | | | | | 1,492,798 | | | | | | 1,492,798 | | |
|
Company Paid Healthcare
Premiums |
| | | | 0 | | | | | | 6,384 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Executive Life Insurance Plan Lump Sum(3)
|
| | | | | | | | | | 4,276 | | | | | | | | | | | | | | | | | | | | | | | | 2,000,000 | | |
| John M. Florence, Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | 0 | | | | | | 545,604 | | | | | | 0 | | | | | | 1,391,290 | | | | | | 0 | | | | | | 0 | | |
|
Unvested PCSUs(1)
|
| | | | 0 | | | | | | 368,955 | | | | | | 0 | | | | | | 610,654 | | | | | | 610,654 | | | | | | 610,654 | | |
|
Unvested RSUs(2)
|
| | | | 0 | | | | | | 237,635 | | | | | | 0 | | | | | | 770,228 | | | | | | 770,228 | | | | | | 770,228 | | |
|
Company Paid Healthcare
Premiums |
| | | | 0 | | | | | | 8,053 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Executive Life Insurance Plan Lump Sum(3)
|
| | | | | | | | | | 1,658 | | | | | | | | | | | | | | | | | | | | | | | | 1,250,000 | | |
| James A. Harrell, III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | 0 | | | | | | 589,920 | | | | | | 0 | | | | | | 2,005,728 | | | | | | 0 | | | | | | 0 | | |
|
Unvested PCSUs(1)
|
| | | | 0 | | | | | | 195,324 | | | | | | 375,487 | | | | | | 375,487 | | | | | | 375,487 | | | | | | 375,487 | | |
|
Unvested RSUs(2)
|
| | | | 0 | | | | | | 155,134 | | | | | | 155,134 | | | | | | 513,971 | | | | | | 513,971 | | | | | | 513,971 | | |
|
Company Paid Healthcare
Premiums |
| | | | 0 | | | | | | 6,644 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Executive Life Insurance Plan Lump Sum(3)
|
| | | | | | | | | | 2,414 | | | | | | | | | | | | | | | | | | | | | | | | 1,250,000 | | |
| Julie C. Albrecht(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Cash Severance
|
| | | | 0 | | | | | | 933,044 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Unvested PCSUs(1)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Unvested RSUs(2)
|
| | | | 0 | | | | | | 608,375 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Company Paid Healthcare
Premiums |
| | | | 0 | | | | | | 4,015 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Outplacement Services
|
| | | | | | | | | | 25,000 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | |
|
Executive Life Insurance Plan Lump Sum(3)
|
| | | | | | | | | | 3,129 | | | | | | | | | | | | | | | | | | | | | | | | 1,750,000 | | |
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | (k) | | ||||||||||||||||||||||||||||||
| Year | | | Summary Compensation Table Total for First PEO(1) ($) | | | Summary Compensation Table Total for Second PEO(2) ($) | | | Compensation Actually Paid to First PEO(3) ($) | | | Compensation Actually Paid to Second PEO(4) ($) | | | Average Summary Compensation Table Total for Non-CEO NEOs(5) ($) | | | Average Compensation Actually Paid for Non-CEO NEOs(6) ($) | | | Value of Initial Fixed $100 Investment Based on: | | | | |||||||||||||||||||||||||||||||||||||
| TSR(7) ($) | | | Peer Group TSR(8) ($) | | | Net Income (000s)(9) ($) | | | EBITDA (000s)(10) ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | |||||||
| 2020 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | Reported Summary Compensation Table Total for PEO ($) | | | Reported Value of Equity Awards(a) ($) | | | Equity Award Adjustments(b) ($) | | | Reported Change in the Actuarial Present Value of Pension Benefits(c) ($) | | | Pension Benefit Adjustments(d) ($) | | | Compensation Actually Paid ($) | | ||||||||||||||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | |||||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | |||||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | |
| Year | | | Year End Fair Value of Equity Awards Granted that are Unvested in the Year ($) | | | Year End Fair Value of Outstanding Equity Awards Granted and Unvested in the Year ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||
| 2021 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | ||||||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |
| Year | | | Reported Summary Compensation Table Total for PEO ($) | | | Reported Value of Equity Awards(a) ($) | | | Equity Award Adjustments(b) ($) | | | Reported Change in the Actuarial Present Value of Pension Benefits(c) ($) | | | Pension Benefit Adjustments(d) ($) | | | Compensation actually paid ($) | | ||||||||||||||||||
| 2020 | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | | | | | | ( | | |
| Year | | | Year End Fair Value of Equity Awards Granted that are Unvested in the Year ($) | | | Year End Fair Value of Outstanding Equity Awards Granted and Unvested in the Year ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | ( | | | | | | | | | | | ( | | |
| Year | | | Reported Summary Compensation Table Total for non-PEO NEOs ($) | | | Reported Value of Equity Awards(a) ($) | | | Equity Award Adjustments(b) ($) | | | Reported Change in the Actuarial Present Value of Pension Benefits(c) ($) | | | Pension Benefit Adjustments(d) ($) | | | Compensation Actually Paid ($) | | ||||||||||||||||||
| 2022 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | |||||
| 2021 | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | | | | | | |||||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | |
| Year | | | Year End Fair Value of Equity Awards Granted that are Unvested in the Year ($) | | | Year End Fair Value of Outstanding Equity Awards Granted and Unvested in the Year ($) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | | | Total Equity Award Adjustments ($) | | |||||||||||||||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | ||||||
| 2021 | | | | | | | | | | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | ||||||
| 2020 | | | | | | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | | | | | | | |
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PROPOSAL 3
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The Board of Directors recommends that you vote FOR the compensation of our named executive officers.
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| | ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION |
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PROPOSAL 4
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The Board of Directors recommends that you vote to hold future advisory (non-binding) votes on the Company’s executive compensation every ONE YEAR.
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| | ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION | | |
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PROPOSAL 5
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The Board of Directors recommends that you vote AGAINST the shareholder proposal.
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| | SHAREHOLDER PROPOSAL REGARDING SPECIAL SHAREHOLDER MEETING IMPROVEMENT |
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The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
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Date and Time
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Place
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Record Date
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Live Audio Cast
and Replay |
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Wednesday, April 19, 2023
11:00 a.m. Eastern Time |
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Watson Theater,
Coker University 104 Campus Drive Hartsville, South Carolina |
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February 22, 2023
at close of business |
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investor.sonoco.com
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Telephone
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| | Internet | | | | |
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•
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.
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Telephone voting is available 24 hours a day, seven days a week.
•
Clear and simple voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
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•
You may vote through the Internet. The website for Internet voting is shown on your proxy card.
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Internet voting is available 24 hours a day, seven days a week.
•
When you vote through the Internet, you will be given the opportunity to confirm that your instructions have been properly recorded.
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•
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.
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Items of Business
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Board Recommendation
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See Page
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1
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Proposal 1—Election of 11 Directors
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FOR all nominees for director
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2
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Proposal 2—Ratification of Independent Registered Public Accounting Firm
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FOR
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3
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Proposal 3—Advisory (Non-binding) Vote on Executive Compensation
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FOR
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4
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Proposal 4—Advisory (Non-binding) Vote on the Frequency of the Vote on Executive Compensation
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FOR every ONE YEAR
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5
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Proposal 5—Advisory (Non-binding) Shareholder Proposal Regarding Special Shareholder Meeting Improvement
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AGAINST
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Proposals
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Voting Requirements
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Effect of Abstentions
and Broker Non-Votes |
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1
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| | Election of 11 directors | | |
Because this is an uncontested director election, directors will be elected if the votes cast in favor of the director exceed the votes cast against the director. Cumulative voting is not permitted.
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Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter.
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2
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Ratification of independent registered public accounting firm
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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. Cumulative voting is not permitted.
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Abstentions or shares that are not voted will have no effect on the outcome of the matter.
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3
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Advisory (non-binding) vote to approve executive compensation
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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. Cumulative voting is not permitted.
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Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter.
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4
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Advisory (non-binding) vote on the frequency of the vote on executive compensation
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You have four choices with respect to the advisory vote on the frequency of the advisory vote on the approval of executive compensation: ONE YEAR; TWO YEARS; THREE YEARS; or ABSTAIN. Cumulative voting is not permitted. Your vote on this proposal is advisory, and therefore not binding on the Company or the Board of Directors. The Board of Directors will consider the vote results in determining the frequency of executive compensation. The Company will announce its decision on the frequency of executive compensation votes in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
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Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter.
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5
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Advisory (non-binding) shareholder proposal regarding special shareholder meeting improvement
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The vote on the advisory (non-binding) shareholder proposal will be approved if the votes cast in favor of the matter exceed the votes cast against 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. Cumulative voting is not permitted.
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Abstentions or shares that are not voted (including broker non-votes) will have no effect on the outcome of the matter.
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| | | TELEPHONE | | |
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Sonoco Products Company
c/o Continental Stock Transfer and Trust Company 1 State Street Plaza, 30th Floor New York, NY 10004 US |
| | (866) 509-5584 | |
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By order of the Board of Directors,
JOHN M. FLORENCE, JR.
Secretary
Hartsville, South Carolina 29550
March 17, 2023 |
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For the year ended December 31, 2022
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|
Dollars and shares in thousands, except per
share data |
| |
GAAP
|
| |
Restructuring/
Asset Impairment(1) |
| |
Amortization
of Acquisition Intangibles(2) |
| |
Acquisition/
Divestiture Related Costs(3) |
| |
Other
Adjustments(4) |
| |
Base
|
| ||||||||||||||||||
| Operating profit | | | | $ | 675,396 | | | | | $ | 56,910 | | | | | $ | 80,427 | | | | | $ | 70,210 | | | | | $ | 36,922 | | | | | $ | 919,865 | | |
| Non-operating pension costs | | | | | 7,073 | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,073) | | | | | | — | | |
| Interest expense, net | | | | | 97,041 | | | | | | — | | | | | | — | | | | | | — | | | | | | 136 | | | | | | 97,177 | | |
| Income before income taxes | | | | | 571,282 | | | | | | 56,910 | | | | | | 80,427 | | | | | | 70,210 | | | | | | 43,859 | | | | | | 822,688 | | |
| Provision for income taxes | | | | | 118,509 | | | | | | 11,269 | | | | | | 19,554 | | | | | | 17,640 | | | | | | 29,788 | | | | | | 196,760 | | |
| Income before equity in earnings of affiliates | | | | | 452,773 | | | | | | 45,641 | | | | | | 60,873 | | | | | | 52,570 | | | | | | 14,071 | | | | | | 625,928 | | |
| Equity in earnings of affiliates, net of tax | | | | | 14,207 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,207 | | |
| Net income | | | | | 466,980 | | | | | | 45,641 | | | | | | 60,873 | | | | | | 52,570 | | | | | | 14,071 | | | | | | 640,135 | | |
|
Less: Net (income) attributable to noncontrolling
interests, net of tax |
| | | | (543) | | | | | | (99) | | | | | | — | | | | | | — | | | | | | — | | | | | | (642) | | |
| Net income attributable to Sonoco | | | | $ | 466,437 | | | | | $ | 45,542 | | | | | $ | 60,873 | | | | | $ | 52,570 | | | | | $ | 14,071 | | | | | $ | 639,493 | | |
| Diluted weighted average common shares outstanding: | | | | | 98,732 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 98,732 | | |
| Per diluted common share | | | | $ | 4.72 | | | | | $ | 0.46 | | | | | $ | 0.62 | | | | | $ | 0.53 | | | | | $ | 0.14 | | | | | $ | 6.48 | | |
| | | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||||||||
|
Dollars and shares in thousands, except per
share data |
| |
GAAP
|
| |
Restructuring/
Asset Impairment(1) |
| |
Amortization
of Acquisition Intangibles(2) |
| |
Acquisition/
Divestiture Related Costs(3) |
| |
Other
Adjustments(5) |
| |
Base
|
| ||||||||||||||||||
| Operating profit | | | | $ | 486,853 | | | | | $ | 14,210 | | | | | $ | 49,419 | | | | | $ | 17,722 | | | | | $ | (3,420) | | | | | $ | 564,784 | | |
| Non-operating pension costs | | | | | 568,416 | | | | | | — | | | | | | — | | | | | | — | | | | | | (568,416) | | | | | | — | | |
| Interest expense, net | | | | | 59,235 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,165 | | | | | | 61,400 | | |
| Loss from the early extinguishment of debt | | | | | 20,184 | | | | | | — | | | | | | — | | | | | | — | | | | | | (20,184) | | | | | | — | | |
| (Loss)/Income before income taxes | | | | | (160,982) | | | | | | 14,210 | | | | | | 49,419 | | | | | | 17,722 | | | | | | 583,015 | | | | | | 503,384 | | |
| (Benefit from)/Provision for income taxes | | | | | (67,430) | | | | | | 5,363 | | | | | | 12,241 | | | | | | 3,535 | | | | | | 165,531 | | | | | | 119,240 | | |
| (Loss)/Income before equity in earnings of affiliates | | | | | (93,552) | | | | | | 8,847 | | | | | | 37,178 | | | | | | 14,187 | | | | | | 417,484 | | | | | | 384,144 | | |
| Equity in earnings of affiliates, net of tax | | | | | 10,841 | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,394) | | | | | | 9,447 | | |
| Net (loss)/income | | | | | (82,711) | | | | | | 8,847 | | | | | | 37,178 | | | | | | 14,187 | | | | | | 416,090 | | | | | | 393,591 | | |
|
Less: Net (income) attributable to noncontrolling
interests, net of tax |
| | | | (2,766) | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,052 | | | | | | (714) | | |
| Net (loss)/income attributable to Sonoco | | | | $ | (85,477) | | | | | $ | 8,847 | | | | | $ | 37,178 | | | | | $ | 14,187 | | | | | $ | 418,142 | | | | | $ | 392,877 | | |
| Diluted weighted average common shares outstanding(6): | | | | | 99,608 | | | | | | | | | | | | | | | | | | | | | | | | 469 | | | | | | 100,077 | | |
| Per diluted common share | | | | $ | (0.86) | | | | | $ | 0.09 | | | | | $ | 0.37 | | | | | $ | 0.14 | | | | | $ | 4.18 | | | | | $ | 3.93 | | |