DEF 14A of Sonoco Products Co, Mar 15, 2024

DEF 14A of Sonoco Products Co

Filed Mar 15, 2024 · FY20230001104659-24-034794

Open on EDGAR

  1. DIRECTOR NOMINEE SUMMARY

    DIRECTOR NOMINEE SUMMARY

  2. DIRECTOR NOMINEE SUMMARY

    | | | | | | | Sonoco Committee Membership | | | | | | | Director Name and Principal Occupation | | | Age | Director Since | Independent | Audit | Corporate Governance and Nominating | Executive Compensation | Employee and Public Responsibility | Financial Policy | Executive | | | Steven L. Boyd Chairman of the Board of Trustees, Johnson C. Smith University | | 66 | 2022 | | | | | | | | | | R. Howard Coker President and Chief Executive Officer, Sonoco | | 61 | 2020 | | | | | | | | | | Dr. Pamela L. Davies President Emerita and Professor of Strategy, Queens University of Charlotte | | 67 | 2004 | | | | | | | | | | Theresa J. Drew Former Managing Partner Carolinas Practice, Deloitte; CPA | | 66 | 2018 | | | | | | | | | | Philippe Guillemot Chief Executive Officer and Chairman, Vallourec SA | | 64 | 2017 | | | | | | | | | | John R. Haley Chief Executive Officer, Gosiger, Inc. | | 62 | 2011 | | | | | | | | | | Robert R. Hill Jr. Former Executive Chairman, South State Corporation | | 57 | 2019 | | | | | | | | | | Eleni Istavridis Former Executive Vice President and Head of Investment Services for Asia Pacific, Bank of New York Mellon | | 66 | 2020 | | | | | | | | | | Richard G. Kyle President and Chief Executive Officer and Director The Timken Company | | 58 | 2015 | | | | | | | | | | Blythe J. McGarvie Former instructor at Harvard Business School; Former CFO, Bic Group and Hannaford Bros. Co.; CPA | | 67 | 2014 | | | | | | | | | | Thomas E. Whiddon Former Advisory Director, Berkshire Partners, LLC | | 71 | 2001 | | | | | | | | | Number of 2023 Meetings | | | | Board—5 | | 8 | 4 | 4 | 4 | 4 | 1 |

  3. DIRECTOR NOMINEE SUMMARY

    | | Chairman of the Board of Directors | | Lead Independent Director | | Committee Chair | | Committee Member | | Financial Expert |

  4. DIRECTOR NOMINEE SUMMARY

    | PROPOSAL 1 | | The Board of Directors recommends that you vote FOR all nominees. | | ELECTION OF DIRECTORS | | |

  5. DIRECTOR NOMINEE SUMMARY

    The Board of Directors has set the Board size at eleven directors. The Corporate Governance and Nominating Committee and the Board recommend the following eleven directors to each stand for election for a one-year term, ending at the 2025 Annual Meeting of Shareholders. Unless directed otherwise, the proxy agents intend to vote FOR the election of the eleven persons below.

  6. DIRECTOR NOMINEE SUMMARY

    | • Steven L. Boyd | • Philippe Guillemot | • Richard G. Kyle | | • R. Howard Coker | • John R. Haley | • Blythe J. McGarvie | | • Dr. Pamela L. Davies | • Robert R. Hill, Jr. | • Thomas E. Whiddon | | • Theresa J. Drew | • Eleni Istavridis | |

  7. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

  8. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | STEVEN L. BOYD | | | | Age 66 Board member since 2022 INDEPENDENT | Career Highlights Johnson C. Smith University (institution of higher learning) • Chairman of the Board of Trustees, Johnson C. Smith University, his alma mater (July 2022-present) • Trustee (2009-present) • Interim President (Summer 2023) Tate & Lyle PLC • Vice President, Sales, North America (2012-2014, retirement) The Coca-Cola Company • Served in various roles, including Northeast Region Vice President (2000-2011) The Minute Maid Company • Vice President (1987-1999) Previous Board Service • Served on numerous non-profit boards | 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 the board and global business. Committees • Audit • Employee and Public Responsibility |

  9. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | R. HOWARD COKER | | | | Age 61 Board member since 2020 | Career Highlights Sonoco Products Company • President, Chief Executive Officer and Director (February 2020-present) • Senior Vice President, Paper and Industrial Converted Products (2019-2020) • Senior Vice President, Global Rigid Paper & Closures and Paper/Engineered Carriers International (2017-2018) • Group Vice President, Global Rigid Paper & Closures, and Paper & Industrial Converted Products, EMEA, Asia, Australia/New Zealand (2015-2017) • Group Vice President, Global Rigid Paper & Plastics • Vice President, Global Rigid Paper & Closures • Vice President and General Manager, Rigid Paper & Closures, N.A. • Division Vice President and General Manager, Rigid Paper & Closures • Joined Sonoco in 1985 Other Current Board Service • AF&PA | Mr. Coker is the brother-in-law of J.R. Haley, Chairman of the 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 39 years of service. He has played a significant role in the development of the global Industrial and Consumer businesses and has built an outstanding track record of growth and improved business operations. Committees • Executive |

  10. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | DR. PAMELA L. DAVIES | | | | Age 67 Board member since 2004 INDEPENDENT | Career Highlights Queens University of Charlotte (institution of higher learning), Charlotte, NC • President Emerita and Professor of Strategy (2019-present) • President (2002-2019) • Dean of the McColl School of Business Drexel University • Dean of the Lebow College of Business Other Current Board Service • The Cato Corporation (NYSE: CATO) • Advocate Health (Chair elect) • The Center for Creative Leadership • Board of Trustees, the Duke Endowment • Board of Trustees, Princeton Theological Seminary Previous Board Service • Family Dollar Stores, Inc. (2009-2015) • Charming Shoppes (1998-2009) • C&D Technologies, Inc. (1998-2010) • YMCA of the USA (2010-February 2024) | Qualifications Dr. Davies brings to the board financial and strategic planning expertise, broad leadership ability, global perspective, and a 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 • Corporate Governance and Nominating • Employee and Public Responsibility (Chair) • Executive Compensation |

  11. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | THERESA J. DREW | | | | Age 66 Board member since 2018 INDEPENDENT | Career Highlights Deloitte & Touche LLP (global accounting and professional services firm), Charlotte, NC • The Carolinas Practice Managing Partner and various other leadership roles (1979-2019, retirement) • Certified Public Accountant Other Current Board Service • The Cato Corporation (NYSE: CATO) • Chair elect, Carolinas Chapter of the National Association of Corporate Directors Previous Board Service • Past Chair of the Board of the YMCA of Greater Charlotte (2012-2017 and 2019-2022) • University of North Carolina Charlotte, Board of Trustees (2013-2021) • Served on numerous additional non-profit boards | Qualifications Mrs. Drew has forty years of accounting and consuting 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 (the “SEC”). Committees • Audit (Chair and Financial Expert) • Financial Policy |

  12. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | PHILIPPE GUILLEMOT | | | | Age 64 Board member since 2017 INDEPENDENT | Career Highlights Vallourec SA (manufacturer of premium tubular solutions for energy markets and demanding industrial applications), Meudon, France • Chief Executive Officer and Chairman of the Board (2022-present) Elior Group SA (a French catering and support services firm) • Chief Executive Officer and Director (2017-2022) Alcatel-Lucent SA, Boulogne-Billancourt, France • Chief Operating Officer (2013-2016, prior to its acquisition by Nokia Oya in 2016) Europcar Group • Chief Executive Officer and Director Areva Transmission & Distribution (T&D) • Chairman and Chief Executive Officer Faurecia SA • Group Executive Vice President Valeo • Group Vice President Michelin • Various global executive positions Other Current Board Service • Vallourec SA (Euronext Paris: VK) Previous Board Service • Elior Group (2018-2022) • Constellium NV (2013-2019) • Visteon (2010-2013) • Europcar Group (2010-2012) | 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 Sonoco has a significant footprint. Committees • Employee and Public Responsibility • Financial Policy |

  13. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | JOHN R. HALEY Chairman of the Board since 2019 | | | | Age 62 Board member since 2011 | Career Highlights Gosiger, Inc. (privately owned distributor of computer-controlled machine tools and factory automation systems), Dayton, OH • Chief Executive Officer (2010-present) • Managing Partner • Division Vice President Other Current Board Service • The Ultra-met Carbide Technologies (privately held) • Various Non-profit Organizations | Mr. Haley is the brother-in-law of R. Howard Coker, Sonoco’s President and Chief Executive Officer. Qualifications Mr. Haley has extensive executive leadership experience in the manufacturing and automation sectors. His related experience in corporate finance and his experience in sales and marketing provide valuable insights for the Board. He currently serves as the Chairman of the Board. Committees • Executive (Chair) |

  14. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | ROBERT R. HILL JR. Lead Independent Director since 2022 | | | | Age 57 Board member since 2019 INDEPENDENT | Career Highlights South State Corporation (regional, nationally chartered banking company with offices across the southeastern United States) • Executive Chairman and Director (2020-2023, retirement) • Chief Executive Officer (2004-2020) • President and Chief Operating Officer (1999-2004) Previous Board Service • South State Corporation (2020-2023) • The Federal Reserve Bank of Richmond, serving as Audit Committee chair (2015-2020) | Qualifications Mr. Hill brings to the board an in-depth knowledge of the financial industry, merger and acquisition activity, chief executive officer experience, and public company board experience. Committees • Corporate Governance and Nominating (Chair) • Executive • Executive Compensation • Financial Policy |

  15. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | ELENI ISTAVRIDIS | | | | Age 66 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 (OTCMKTS: SPPJY) | Qualifications Ms. Istavridis has a wealth of experience in banking, manufacturing, and business development. She brings extensive global experience and leadership to the board, including valuable insight into business operations in Asia, an important region for Sonoco’s growth. Committees • Employee and Public Responsibility • Financial Policy |

  16. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | RICHARD G. KYLE | | | | Age 58 Board member since 2015 INDEPENDENT | Career Highlights The Timken Company (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 (NYSE: TKR) | 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 • Corporate Governance and Nominating • Executive • Executive Compensation (Chair) |

  17. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | BLYTHE J. McGARVIE | | | | Age 67 Board member since 2014 INDEPENDENT | Career Highlights Harvard Business School (institution of higher learning), Boston, MA • Instructed 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. (NYSE: APLE) • LKQ Corporation (NASDAQ: LKQ) • Cineworld Group • Wawa, Inc. Previous Board Service • Viacom, Inc. (2007-2017) • Accenture plc (2001-2017) • Travelers Insurance (2003-2011) • Pepsi Bottling Group (2002-2010) • Lafarge NA (2004-2006) | Ms. McGarvie is a Certified Public Accountant and holds a CERT Certificate in Cybersecurity Oversight (issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University) 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) |

  18. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | THOMAS E. WHIDDON | | | | Age 71 Board member since 2001 INDEPENDENT | Career Highlights Berkshire Partners, LLC (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 the Board. The Board has determined that Mr. Whiddon is an audit committee financial expert within the meaning of the rules of the SEC. His previous 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) • Corporate Governance and Nominating • Executive Compensation |

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Employee directors do not receive any additional compensation for serving on the Board of Directors. Non-employee director compensation is structured to reward the efforts of the directors without compromising the independence necessary to protect shareholders’ long-term interests. A significant portion of the directors’ fees are issued in stock that must be held for the duration of the director’s service, therefore aligning the directors’ interests with the interests of shareholders. Compensation for non-employee directors is summarized below.

  20. DIRECTOR COMPENSATION

    | 2023 Quarterly Director Compensation | Additional Cash Compensation | | | | | Quarterly Retainers | 1st Quarter 2023 | Effective 2nd Quarter 2023 | | | | | | | | Chairman of the Board | $37,500 | $37,500 | | | Lead Independent Director | 7,500 | 7,500 | | | Committee Chairs: | | | | | • Audit | 6,250 | 6,250 | | | • Executive Compensation | 5,000 | 5,000 | | | • Corporate Governance and Nominating, Financial Policy, and Employee and Public Responsibility | 4,375 | 4,375 | | | Attendance for each Board and each Committee meeting | 1,500 | 0 |

  21. DIRECTOR COMPENSATION

    For the first quarter of 2023, non-employee directors received a quarterly cash retainer of $20,000 and a quarterly equity retainer of deferred stock equivalent units valued at $33,750 as described below. The Corporate Governance and Nominating Committee annually retains FW Cook, the Compensation Committee’s existing independent Compensation Committee consultant, to prepare an analysis of national surveys of director compensation and an independent study of peer packaging companies. Based on that analysis, the Board of Directors approved a quarterly cash retainer of $27,500 and a quarterly equity retainer of deferred stock equivalent units valued at $36,250, effective April 1, 2023. The number of deferred stock equivalent units received is calculated by dividing the quarterly equity retainer amount by the closing stock price on the first business day of each calendar quarter. The deferred stock equivalent units accrue dividend equivalents and are not settled until six months following termination of Board service. Directors must elect to receive these deferred share distributions in one, three, or five annual installments. Board members also received additional cash fees as follows: For the first quarter of 2023 each board member received a fee of $1,500 for each Board of Directors and each committee meeting attended. Effective April 1, 2023, based on national surveys of director compensation and an independent study of peer packaging companies, the Board of Directors approved eliminating the fees for Board of Directors and committee meeting attendance. In 2023, the Corporate Governance and Nominating Committee chair, Financial Policy Committee chair, and the Employee and Public Responsibility Committee chair each received a quarterly committee chair retainer of $4,375; the Executive Compensation Committee chair received a quarterly committee chair retainer of $5,000, and the Audit Committee chair received a quarterly committee chair retainer of $6,250. In 2023, the Lead Independent Director received a quarterly retainer of $7,500 and the Chairman of the Board received a $37,500 quarterly retainer. Directors may elect to defer a portion of their cash retainer or other fees (except chair retainers) into deferred stock equivalent units or into an interest-bearing account. The interest-bearing account accumulates interest each year at a rate equal to the Merrill Lynch ten-year high-quality bond index listed on the preceding December 15. For 2023, the interest rate was 5.223%. Deferrals into stock equivalent units are converted into phantom stock equivalents as if Sonoco shares were actually purchased. The deferred stock equivalent units accrue dividend equivalents and are issued in shares of Sonoco common stock upon termination from the Board. Issuance of shares will commence six months following termination of Board service. Directors must elect to receive these deferred distributions in one, three, or five annual installments.

  22. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table sets forth information regarding the compensation earned by each non-employee director who served on Sonoco’s Board of Directors in 2023.

  23. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | John R. Haley | 0 | $396,500 | $396,500 | | Steven L. Boyd | $108,500 | 142,500 | 251,000 | | Pamela L. Davies | 126,000 | 142,500 | 268,500 | | Theresa J. Drew | 108,500 | 142,500 | 251,000 | | Philippe Guillemot | 107,000 | 142,500 | 249,500 | | Robert R. Hill, Jr. | 47,500 | 251,000 | 298,500 | | Eleni Istavridis(3) | 107,000 | 142,500 | 249,500 | | Richard G. Kyle | 130,000 | 142,500 | 272,500 | | Blythe J. McGarvie | 127,500 | 142,500 | 270,000 | | Thomas E. Whiddon | 135,000 | 142,500 | 277,500 |

  24. 2023 DIRECTOR COMPENSATION TABLE

    (1) Mr. Haley elected to defer his Chairman of the Board fees of $150,000, cash retainer of $102,500, and his meeting fees of $1,500 into deferred stock equivalent units. Mr. Hill elected to defer his cash retainer of $102,500 and his meeting fees of $6,000 into deferred stock equivalent units. (2) Grant date fair value computed in accordance with FASB ASC Topic 718 of mandatorily deferred stock equivalent units. Assumptions made in valuation of these awards are set forth in Note 12 to Sonoco’s financial statements for the year ended December 31, 2023, which are included in the Annual Report on Form 10-K, filed with the SEC on February 28, 2024. (3) Ms. Istavridis elected to defer her cash retainer of $102,500, and her meeting fees of $4,500, into a market rate interest account, as described above. The table below shows the amount of 2023 compensation deferred for each director into Sonoco Stock Equivalent Units and the payout schedule elected.

  25. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Deferred into Equivalent Stock Units(1) ($) | Payout Schedule Election in Years | | John R. Haley(2) | $396,500 | 5 | | Steven L. Boyd | 142,500 | 3 | | Pamela L. Davies | 142,500 | 1 | | Theresa J. Drew | 142,500 | 1 | | Philippe Guillemot | 142,500 | 1 | | Robert R. Hill, Jr.(3) | 251,000 | 3 | | Eleni Istavridis | 142,500 | 5 | | Richard G. Kyle | 142,500 | 5 | | Blythe J. McGarvie | 142,500 | 1 | | Thomas E. Whiddon | 142,500 | 1 |

  26. 2023 DIRECTOR COMPENSATION TABLE

    (1) Mandatory deferrals of stock awards of $33,750 were made on January 3, 2023, and $36,250 on April 3, 2023, July 3, 2023, and October 2, 2023 in connection with the equity retainer component of the Director Compensation Program. (2) Mr. Haley elected to defer his Executive Chairman fees of $150,000, cash retainer of $102,500, and his meeting fees of $1,500 into deferred stock equivalent units. Mr. Hill elected to defer his cash retainer of $102,500 and his meeting fees of $6,000 into deferred stock equivalent units.

  27. Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2023 Fiscal Year-end

    Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2023 Fiscal Year-end

  28. Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2023 Fiscal Year-end

    | | Fees Deferred into Equivalent Stock Units | | | Name | Shares (#) | Value(1) ($) | | John R. Haley | 57,006 | $3,184,906 | | Steven L. Boyd | 0 | 0 | | Pamela L. Davies | 55,262 | 3,087,484 | | Theresa J. Drew | 12,530 | 700,027 | | Philippe Guillemot | 19,182 | 1,071,692 | | Robert R. Hill, Jr. | 18,747 | 1,047,402 | | Eleni Istavridis | 7,151 | 399,511 | | Richard G. Kyle | 20,290 | 1,133,626 | | Blythe J. McGarvie | 23,627 | 1,320,038 | | Thomas E. Whiddon | 55,262 | 3,087,478 |

  29. Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2023 Fiscal Year-end

    (1) Based on the December 29, 2023 closing price of $55.87 per share, which was the last trading day of the fiscal year.

  30. EXECUTIVE COMPENSATION CONTENTS

    | 49 | COMPENSATION RISK REVIEW | | 50 | COMPENSATION TABLES | | 50 | Summary Compensation Table | | 52 | 2023 Grants of Plan-based Awards | | 53 | Outstanding Equity Awards at 2023 Fiscal Year-end | | 54 | 2023 Option Exercises and Stock Vested | | 55 | Retirement Benefits | | 57 | 2023 Nonqualified Deferred Compensation | | 57 | Nonqualified Deferred Compensation Plans | | 59 | Potential Benefits Payable Upon Certain Separation Events | | 64 | PAY RATIO | | 64 | PAY VERSUS PERFORMANCE |

  31. PAY FOR PERFORMANCE

    | | • Reflect the decisions and efforts of those being compensated and | | • Contribute to the creation of value over the long term |

  32. PAY WITHIN REASON

    PAY WITHIN REASON Compensation levels and performance targets should be sensible within the context of a company’s peer group, taking into account differences in company sizes and complexity, as well as performance. The Committee retains an independent consultant, FW Cook, that provides advice relating to executive officer and director compensation, but does not provide any other services to the Company. The Committee also reviews comparative pay data, national survey data, proxy data for packaging peer companies, and tally sheets as input into compensation decisions and selects peer companies based on relevant business metrics. 3.

  33. Use of National Market Surveys and Peer Company Data

    Use of National Market Surveys and Peer Company Data The Committee relies on two primary sources of data to set specific compensation levels. The first source of data is derived from national compensation surveys conducted by three independent consulting firms: Aon, Willis Towers Watson, and Mercer. These surveys cover a large number of similar corporate officer positions nationally. The Committee refers to this as “National Survey Data.” The Committee compares Sonoco’s corporate officer positions to the survey positions using the aggregate data that has been size-adjusted based on revenue and/or scope parameters, which helps to ensure that the data reflects the national market for talent among companies comparable in size to Sonoco. In addition to the National Survey Data, at least annually, FW Cook prepares customized compensation studies with respect to Sonoco’s NEOs in comparison to the NEOs of a 12-company group of packaging companies approved by the Committee that is referred to as “Peer Group.” The Peer Group companies have revenues, assets and market capitalization similar to those of Sonoco. The 2023 Peer Group companies, each of which had assets, revenues, and market caps that generally range between 50% and 300% of Sonoco, were:

  34. Use of National Market Surveys and Peer Company Data

    | • 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. |

  35. Use of National Market Surveys and Peer Company Data

    The Committee uses the aggregate compensation data from the broader National Survey Data to inform specific compensation levels and determinations, and cross checks these levels against the Peer Group company data. In most cases, the data from both sources has been comparable.

  36. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Committee seeks input from FW Cook in its decision-making process. FW Cook reports directly to the Committee, and the Committee has the sole authority to retain or dismiss the consultant. FW Cook does not provide services to the Company in any area other than executive and director compensation on behalf of the Committee. FW Cook is expected to assist the Committee and work on its behalf on matters related to the Committee’s purposes and responsibilities as set forth in the Committee charter, which is summarized under “Corporate Governance—Board Meetings and Committees of the Board—Executive Compensation Committee” and is also available through the Investor Relations section of Sonoco’s website at sonoco.com. FW Cook periodically advises the Committee as to trends in executive compensation and also provides specialized studies or expert advice as requested with respect to executive compensation issues. In 2023, FW Cook • conducted a competitive compensation review of Sonoco’s NEOs compared to the Peer Group’s NEOs and provided an update of compensation trends and regulatory developments, analyzed the Company’s use of share-based compensation compared to the Peer Group, assisted the Committee in its preparation of the Company’s public filings with regard to executive compensation, • assisted the Committee with changes to annual and long-term incentive plan designs for executive officers, • reviewed the Company’s severance arrangements, • reviewed the Company’s stock ownership guidelines, • provided advice on application of the CEO Pay Ratio regulations, and • provided advice on approved SEC Clawback regulations. FW Cook meets with the Committee at least once a year and attends regular Committee meetings in person or by telephone as requested. FW Cook also provides advice and performs competitive analysis with respect to director compensation, as requested, for the Corporate Governance and Nominating Committee. From time to time, management engages the services of other compensation consultants to assist with matters relating to executive officer and employee compensation. In 2023, management engaged Meridian Compensation Partners, LLC (“Meridian”) to provide survey data and assistance in the selection of a Total Shareholder Return peer group. The Committee has assessed the independence of FW Cook and Meridian pursuant to rules of the Securities and Exchange Commission and the New York Stock Exchange and concluded that neither FW Cook nor Meridian’s work for the Committee and management, respectively, raises any conflict of interest.

  37. PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    PERFORMANCE-BASED ANNUAL CASH INCENTIVE The Committee uses performance-based annual cash incentives designed to align participants’ interests with those of Sonoco’s shareholders by focusing on strong annual financial and operating results. To determine the actual awards each year, the Committee establishes a “threshold,” a “target,” and a “maximum” incentive amount for each NEO. These represent a percentage of base salary. Target is established at a performance level considered to be considered median level performance, and the corresponding compensation level equates to what is considered median level as compared to National Survey Data and Peer Group data. Threshold is set at what is considered below median performance, while maximum equates to what is believed to represent superior performance for the year and, correspondingly, an above median compensation opportunity as compared to National Survey Data and Peer Group data. The “threshold” level of payout is equal to 50% of “target” payout. “Maximum” payout is equal to 200% of “target” payout. The Committee has discretionary authority to adjust payouts of the annual cash incentive to individual participants based upon consideration of individual performance and/or other factors that the Committee determines warrant an adjustment, such as external market challenges or extraordinary and unforeseen events that may create unintended consequences. No such adjustments were made in 2023 for any NEO’s annual cash incentives.

  38. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE —Changes to the Performance-based Annual Cash Incentive, Effective 2023 In February 2023, the Committee approved modification of certain metrics applicable to the Performance-based Annual Cash Incentive Plan. The Performance-based Annual Cash Incentive Plan metrics for 2023 were (i) a single-consolidated Base EBITDA metric (in lieu of the prior year’s metric which distinguished between Base EBITDA in reference to the Ball Metalpack business acquired in 2022, and the remainder of the business as the Company focused on integration), and (ii) a measure of net working capital cash gap days, each weighted at 75% and 25%, respectively, and determined as described below. Additionally, the Committee approved increasing the “Threshold” level of payout from 40% to 50%, which the Committee believes more closely aligns with Peer Group and market trends. For 2023, the Committee established an annual incentive compensation threshold, target, and maximum payout for each NEO, as follows:

  39. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | Name | Annual Incentive Compensation at Threshold* | Annual Incentive Compensation at Target* | Annual Incentive Compensation at Maximum* | | R. Howard Coker | 60.0% | 120.0% | 240.0% | | Robert R. Dillard | 42.5% | 85.0% | 170.0% | | Rodger D. Fuller | 43.8% | 87.5% | 175.0% | | John M. Florence, Jr. | 35.0% | 70.0% | 140.0% | | James A. Harrell, III | 35.0% | 70.0% | 140.0% |

  40. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    * as a percentage of base salary The financial performance measures related to the Performance-based Annual Cash Incentive Plan are established each year. For 2023, the Committee considered Base EBITDA, which begins with base operating profit (“Base operating profit”), which excludes tax and interest and then adds back deductions for the cost of depreciation and amortization, adjusted for unbudgeted EBITDA related to acquisitions and divestitures in a given year. This critical metric focuses on operating profitability and has a weighting of 75% of the annual cash incentive plan. Base operating profit and Base EBITDA are non-GAAP financial measures. A reconciliation on how Base operating profit was calculated is provided in Appendix 1. Below is a reconciliation of Base operating profit to Base EBITDA in thousands:

  41. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | 2023 Base operating profit* | $803,725 | | Plus: Depreciation and amortization | 253,314 | | Adjustments related to unbudgeted M&A activity | (7,181) | | 2023 Base EBIDTA | 1,049,857 |

  42. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    * Base operating profit is a Non-GAAP financial measure that excludes tax and interest. A reconciliation on how Base operating profit was calculated is provided in Appendix 1. In addition to Base EBITDA, the Committee maintained average net working capital cash gap days as a key performance variable essential to maximizing shareholder value. Consistent with the prior year, the average net working capital cash gap days metric was included as a performance measure to bring increased attention to cash flow generation with a specific focus on working capital management. This metric reflects targeted year-over-year improvement using a twelve-month average of net working capital days. Each month is calculated by adding the days of accounts receivable with the days of inventory and then subtracting the days of accounts payable. This metric was weighted at 25% of the annual cash incentive plan. All NEOs were assigned the following financial measures and weightings for the 2023 annual cash incentive.

  43. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | Incentive Plan Financial Metrics | Weightings | | Sonoco Base EBITDA | 75% | | Average Net Working Capital Cash Gap Days | 25% |

  44. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    The financial measures and working capital goals established for the annual cash incentive plan at the beginning of the year and the actual 2023 performance were as follows:

  45. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | | Threshold | Target | Maximum | Actual 2023 Performance | | Sonoco Base EBITDA (000s) | 1,065,568 | 1,121,651 | 1,233,816 | 1,049,857 | | Average Net Working Capital Cash Gap Days | 62.8 | 61.3 | 58.3 | 70.7 |

  46. 2023 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    Base EBITDA, in thousands for 2023 was $1,049,857, which resulted in this component’s 75% weighting of the annual cash incentive being below threshold. Average net working capital cash gap days were 70.7 days, which resulted in this component’s 25% weighting of the annual cash incentive being below threshold. Overall performance of the 2023 Performance-based Annual Cash Incentive Plan was 0% of target value and no amounts were paid pursuant to the plan.

  47. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES The Committee uses long-term equity incentives to:

  48. LONG-TERM EQUITY INCENTIVES

    | | • Align executives’ interests with long-term shareholder interests and | | • Provide opportunities for increased stock ownership, which Sonoco believes enables it to attract and motivate executives, as well as promote retention. |

  49. LONG-TERM EQUITY INCENTIVES

    In 2023, long-term equity incentives were awarded under the 2019 Omnibus Incentive Plan, which was approved by Sonoco’s shareholders in 2019 (the “2019 Plan”). Each year, the Committee determines the types of awards that will be granted under the long-term plan and establishes performance measures and performance periods for performance-based awards and vesting criteria, as applicable. The awards the Committee granted in 2023 under the 2019 Plan were comprised of performance contingent restricted stock units (“PCSUs”) and restricted stock units (“RSUs”). To determine the amount of equity awards to be granted to each executive officer position, the Committee uses competitive survey data as previously described to first determine the target total direct compensation (base salary, performance-based annual cash incentives and long-term equity incentives) value to be provided for each executive officer position. To establish the amount of long-term equity award for each position, the Committee subtracts the sum of the market rate or actual base salary (whichever is higher) and the annual cash incentive compensation target from the target total direct compensation amount derived from the competitive survey data. This amount of long-term equity award for each executive officer position is then denominated into a target mix of such types of awards permitted under the 2019 Plan as the Committee determines.

  50. LONG-TERM EQUITY INCENTIVES

    | For 2023, the target mix of awards for each officer was 60% PCSUs and 40% RSUs, which the Committee determined provides the 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. | |

  51. LONG-TERM EQUITY INCENTIVES

    During the first regularly scheduled Board meeting of the year (typically in February), the Committee establishes and approves the target goals and awards for the upcoming performance-based annual cash incentive, as well as the long-term equity incentives. This allows the Committee to balance the elements of total direct compensation. It is generally the Committee’s practice to grant PCSUs and RSUs effective promptly following the Company’s release of earnings for the fourth quarter and fiscal year. This allows granting of the equity awards close to the time of the annual performance reviews, which increases the impact of the awards by strengthening the link between pay and performance. In certain situations, Sonoco may grant special RSU or SSAR awards to new employees. In such cases, the grant is generally effective on the recipient’s first day of employment and the exercise price for SSARs is based on the closing price of Sonoco stock on that date. In addition, the Committee may make grants of RSUs to a corporate officer or other employees in recognition of a promotion or a change in position status, which grants are generally effective on the effective date of the applicable promotion or change in position status. The total number of shares underlying PCSUs or RSUs to be granted is established by dividing the total target dollar value of the award by the closing stock price on the effective date of the grant, or if applicable, the first day of employment or effective date of the promotion. —PCSUs—60% of Equity Award Grants of PCSUs are designed to reward participants for their contributions to the Company’s long-term success. The Committee believes that the NEOs have the most direct influence on achieving Company financial goals and, therefore, the PCSUs are weighted significantly more than RSUs. The Committee establishes performance requirements for meeting threshold, target, and maximum goals that, in the judgment of the Committee, represent achievement of average (or below average), superior, and outstanding performance. Such goals are developed in the context of the Company’s stated objectives and longer-term business outlook for total return to shareholders and returns on capital and equity. The number of PCSU shares earned is subject to the degree to which three-year Company financial goals are met and can vary between 0% and 200% of the target number of shares. PCSUs must meet threshold performance in order to achieve a payout. In February 2023, the Committee approved the addition of a relative TSR modifier on the 2023 PCSUs. Results can be increased or decreased by 20%, based on Sonoco performance against the S&P Composite 1500 Materials index. A negative modifier will be applied if Sonoco’s performance is less than or equal to the 25th percentile of the Peer Group and a positive modifier will be applied if Sonoco’s performance is greater than or equal to the 75th percentile of the Peer Group. The Committee felt it was important to make these changes to ensure that there is a key focus on driving shareholder value in the Long-term Incentive Program. PCSUs do not have associated voting rights until the underlying shares are issued, and Sonoco generally does not pay any current dividends or credit any dividend equivalents on unvested PCSUs. Subject to policies in effect from time to time, executive officers may elect to defer settlement of their vested PCSUs until six months following separation from service with certain exceptions. For any PCSUs that vest, but for which settlement is deferred, dividend equivalents are accumulated from the time of vesting until the issuance of actual shares. —RSUs—40% of Equity Award Grants of RSUs are intended to foster executive officer retention. RSUs typically have a three-year vesting schedule, vesting in one-third increments starting on the one-year anniversary of the date of grant. RSUs do not have associated voting rights until the underlying shares are issued and Sonoco generally does not credit dividend equivalents on unvested RSUs. Subject to policies in effect from time to time, executive officers may elect to defer settlement of their vested RSUs until six months following separation from service with certain exceptions. For any RSUs that vest, but receipt of which is deferred by election of an individual executive officer, dividend equivalents are accumulated from the time of vesting until the issuance of actual shares. —RSUs—Special Grants The Committee has a practice of making a special grant of time-vesting RSUs to individuals when they are first elected as an executive officer in recognition of this event and the individual’s increased responsibility. Settlement of such RSUs following vesting is generally deferred by the Company until the date that is six months following separation from service unless otherwise approved by the Committee. The target value of RSUs granted is based on position, and the total number of shares to be granted is generally established by dividing the target total dollar value of the award by the Company’s closing stock price on the effective date on which the individual is first elected an executive officer. These RSU grants can either be granted in full upon election or in three equal annual grants. Special grant executive officer RSUs are generally credited with dividend equivalents during the period of vesting, however, such amounts are not paid out until receipt of the shares. The vesting of these RSUs is generally structured in one of three ways: i. vesting in three equal increments on the third, fourth, and fifth anniversary of the grant if RSUs are granted all in one year; ii. vesting on the third anniversary of each grant if granted over three years; or iii. cliff vesting on the fifth anniversary of the grant. Information about how PCSUs and RSUs will be treated upon a named executive officer’s termination of service and in connection with a change in control can be found under “Potential Benefits Payable Upon Certain Separation Events.”

  52. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES —2023 Annual Grants In February 2023, the Company granted PCSUs and RSUs under the 2019 Plan in connection with the 2023 annual long-term equity incentive program. The total target amount is then split using the approved mix for officers of 60% PCSUs and 40% RSUs. Each type of equity award is then denominated in a number of shares based on the target grant date fair value. The target values of PCSUs and RSUs are set forth below:

  53. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    | Name | Total Target Long-Term Equity | Performance Contingent Stock Units | Restricted Stock Units | | R. Howard Coker | $6,800,059 | $4,080,005 | $2,720,054 | | Robert R. Dillard | 1,500,025 | 900,014 | 600,011 | | Rodger D. Fuller | 2,000,090 | 1,200,037 | 800,053 | | John M. Florence, Jr. | 1,000,072 | 600,046 | 400,026 | | James A. Harrell, III | 775,041 | 465,033 | 310,008 |

  54. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    —PCSUs In February 2023, the Committee approved PCSU grants to Sonoco’s executives, including the NEOs, for the 2023-2025 performance period. The value of the PCSU grants was weighted at 60% of the NEOs’ total target long-term incentive compensation award. The FASB ASC Topic 718 grant date fair values of PCSUs granted to the NEOs and the number of PCSUs available at threshold, target, and maximum are shown in the “2023 Grants of Plan-based Awards” table.

  55. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    | The Committee established goals for performance vesting of the 2023-2025 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 from January 1, 2023 to December 31, 2025. The Committee believes that both elements are critical factors in determining long-term shareholder value. For the 2023 awards, the average three-year ROIC is weighted 50% and the three-year cumulative growth in BEPS is weighted 50%. | |

  56. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    These goals are as follows:

  57. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    | | Threshold Vesting | Target Vesting | Maximum Vesting | | Average Three-Year ROIC(1) | 11.00% | 12.20% | 13.40% | | Three-Year Cumulative Growth in BEPS(2) | -2.1% | 0.2% | 4.7% |

  58. 2023 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    The Committee establishes financial performance and operating goals each performance year. These goals are not intended to be a prediction of how the Company will perform during the performance year or in any future period. The Committee establishes these goals solely to help it align pay with performance. The goals are not intended to provide investors or any other party with guidance about Sonoco’s future financial performance or operating results. Sonoco strongly cautions you not to take the financial performance metrics or strategic and business accomplishments disclosed below as a form of guidance, because they are not intended to be such. You cannot rely on any of the disclosures contained in the Compensation Discussion and Analysis as a prediction of the Company’s future performance. (1) ROIC is Operating Profit after taxes divided by Invested Capital. Invested Capital is defined as the value of Debt + Lease Liability Equipment + Equity and for purposes of the PCSU performance takes an average of the beginning of year and end of year Invested Capital. Required performance levels will be adjusted to reflect capital invested in acquisitions over the three-year period. The ROIC will be adjusted down for every dollar of capital investment made in acquisitions at an effective rate of .15% for every $100 million of acquisition investment multiplied by the percent of time remaining in the three-year performance cycle as of the date of the acquisition. (2) Base Earnings per Share Growth Rate (BEPSGR) is the compounded annual growth rate represented by the cumulative BEPS (as adjusted to exclude certain items) for the three years of the measurement period, relative to BEPS for the most recently completed year preceding the grant date. BEPS is a non-GAAP financial measure. Beginning with the 2023 PCSU grant, the Committee approved the addition of a relative TSR modifier (rTSR). Results can be increased or decreased by 20%, based on Sonoco performance against the S&P Composite 1500 Materials index. A negative modifier (-20%) will be applied if Sonoco’s performance is less than or equal to the 25th percentile of the Peer Group and a positive modifier (+20%) will be applied if Sonoco’s performance is greater than or equal to the 75th percentile of the Peer Group. The Committee felt it was important to make these changes to ensure that there is a key focus on driving shareholder value in the Long-term Incentive Program. —RSUs In February 2023, the Committee approved time-vested RSU grants to the executives, including the NEOs. The RSU awards were weighted at 40% of the NEOs total long-term incentive compensation award. The RSUs vest in equal installments on the first, second, and third anniversaries of the grant. The grant date fair values and the number of RSUs granted to each of the NEOs are included in the “2023 Grants of Plan-Based Awards” table. Target awards were calculated as described under “Long-term Equity Incentives.” These RSU awards for each of the NEOs’ combined with their PCSU awards discussed above, equate to approximately 72% of the CEO’s and an average of 54% for the other NEOs target total direct compensation, which is consistent with Sonoco’s pay for performance objectives.

  59. RESULTS OF 2021-2023 PCSU PERFORMANCE CYCLE

    RESULTS OF 2021-2023 PCSU PERFORMANCE CYCLE On February 10, 2021, the Committee granted PCSUs to Sonoco’s executives, including the NEOs, which represented 60% of each NEO’s long term equity award. The target performance for the average three-year ROIC was 9.32%, which reflects application of the original plan provisions related to capital investments made in acquisitions to the initial target level (10.80%). The target performance for the three-year cumulative BEPS was 5.1%. The vesting of these PCSUs was dependent on achieving pre-determined growth levels of average ROIC and cumulative BEPS growth for the three-year performance period from January 1, 2021, through December 31, 2023. The Company’s actual performance for ROIC was a three-year average of 11.47% and was above the maximum performance under the applicable award terms. The Company achieved a cumulative BEPS of $12.45 for the three-year performance period which is also above the maximum performance. As a result, at the end of 2023, the PCSUs vested at 200% of target. The PCSUs that have been earned and have vested are shown in the “2023 Option Exercises and Stock Vested” table.

  60. SEVERANCE AND CHANGE IN CONTROL

    SEVERANCE AND CHANGE IN CONTROL The Company maintains the Sonoco Products Company Change-in-Control Plan in order to promote management continuity in the event of a proposed change in control of the Company. The Change-in-Control Plan provides for certain payments and benefits in the event of an executive officer’s qualifying termination of employment within 24 months following a change in control of the Company. In addition, the Company maintains the Sonoco Products Company Executive Officer Severance Policy, which provides for certain payments and benefits in the event of an executive officer’s qualifying termination of employment unrelated to a change in control of the Company. The level of severance and benefits provided pursuant to each plan varies depending on the executive officer’s level. The Committee believes these plans are consistent and competitive with overall industry practices. The Change-in-Control Plan and the Executive Officer Severance Policy are described in more detail under the “Potential Benefits Payable Upon Certain Separation Events.”

  61. Summary Compensation Table

    Summary Compensation Table

  62. Summary Compensation Table

    | (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 ($) | All Other Compensation(3) ($) | Total ($) | | R. Howard Coker President and Chief Executive Officer | 2023 | 1,192,388 | 0 | $6,876,983 | 0 | 0 | $469,222 | $8,538,593 | | | 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 | | Robert R. Dillard* Chief Financial Officer | 2023 | 654,959 | 0 | 1,529,341 | 0 | 0 | 180,812 | 2,365,113 | | | 2022 | 535,539 | 0 | 1,019,828 | 635,446 | 0 | 175,267 | 2,366,080 | | | 2021 | | | | | | | | | Rodger D. Fuller Chief Operating Officer | 2023 | 749,814 | 0 | 2,041,641 | 0 | 0 | 242,089 | 3,033,544 | | | 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 | | John M. Florence, Jr. General Counsel, Secretary, & Vice President / General Manager—Tubes and Cores, US and Canada | 2023 | 558,330 | 0 | 1,027,632 | 0 | 0 | 151,136 | 1,737,098 | | | 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 | | James A. Harrell, III* President, Global Industrial Paper Packaging Division | 2023 | 603,682 | 0 | 804,175 | 0 | 0 | 169,715 | 1,577,572 | | | 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 |

  63. Summary Compensation Table

    * Mr. Dillard and Mr. Harrell were not NEOs in 2021 (1) Awards were made in the form of RSUs and PCSUs. The amounts shown are the aggregate grant date fair values of the award(s) computed in accordance with FASB ASC Topic 718. The value of each individual PCSU award is determined based on the probable outcome of the performance conditions determined as of the grant date. Assumptions made in valuation of these awards are set forth in Note 12 to Sonoco financial statements for the year ended December 31, 2023, which are included in Sonoco’s 2023 Annual Report on Form 10-K, filed with the SEC on February 28, 2024. The value of the PCSUs at the grant date, assuming that the highest level of performance conditions are achieved at 200% plus the relative TSR modifier of 20% is: $8,976,011 for Mr. Coker, $1,980,031 for Mr. Dillard, $2,640,082 for Mr. Fuller, $1,320,101 for Mr. Florence, and $1,023,073 for Mr. Harrell. The equity awards granted in 2023 do not accumulate dividend equivalents unless vested, and are not subject to accelerated vesting, except as described in the footnotes to the table “Potential Benefits Payable Upon Certain Separation Events”. The DC SERP as described under “Nonqualified Deferred Compensation Plans” applies to the CEO and all NEOs. 75% of the contribution each year is invested in a fixed interest account based on 120% of the IRS applicable long-term rate. These amounts are reflected in column (i) and described under footnote (5). 25% of the contribution is in the form of deferred restricted stock units. The deferred restricted stock units based on salary and incentive compensation for Messrs. Coker, Dillard, Fuller, Florence, and Harrell in 2022 and granted in 2023 had a grant date fair value of $76,924, $29,316, $41,551, $27,559, and $29,134 respectively, and are reflected in column (e). The deferred restricted stock units based on salary and incentive compensation earned in 2023 and granted in 2024 are expected to have a grant date fair value of $89,429, $49,122, $56,236, $41,875, and $45,276 for Messrs. Coker, Dillard, Fuller, Florence, and Harrell, respectively, and will be reflected in the Summary Compensation Table for 2024. (2) As discussed in the “Compensation Discussion and Analysis”, no amounts were earned under Sonoco’s performance-based annual cash incentive program for 2023. All other compensation for 2023 consisted of the following components for each NEO:

  64. Summary Compensation Table

    | | (a) | (b) | (c) | (d) | (e) | | Name | Perquisites | Executive Life Insurance | Company Contributions and Accruals to Defined Contribution Plans | Company Contributions to the Defined Contribution SERP | All other Compensation Total | | R. Howard Coker | $51,454 | $17,799 | $310,540 | $89,429 | $469,222 | | Robert R. Dillard | 0 | 9,058 | 122,633 | 49,122 | 180,812 | | Rodger D. Fuller | 14,376 | 8,936 | 162,542 | 56,236 | 242,089 | | John M. Florence, Jr. | 0 | 3,466 | 105,796 | 41,875 | 151,136 | | James A. Harrell, III | 0 | 10,883 | 113,556 | 45,276 | 169,715 |

  65. Summary Compensation Table

    (a) The perquisites represent the computed aggregate incremental cost to the Company for the personal use of the corporate aircraft. The aggregate incremental cost to Sonoco for corporate aircraft usage was $2,010.16 per hour in 2023, based on the cost of fuel, maintenance, parts, hourly rental rate for engines under a maintenance service plan, and landing and crew expenses. The Company does not provide a tax gross-up for the imputed income relating to the personal use of the Company plane. (b) Comprised of premiums paid for executive life insurance benefits. Sonoco does not provide tax gross ups on these company paid premiums. (c) Comprised of Company contributions to the tax-qualified Sonoco Retirement and Savings Plan, and the related non-qualified defined contribution restoration benefit (“DC Restoration benefit”), which is intended to keep employees whole with respect to Company contributions that were limited by applicable tax laws. Company contributions include a Company match and an annual retirement contribution. Refer to the table in the “Nonqualified Deferred Compensation” section for information on NEO participation in defined contribution plans. (d) The DC SERP as described under “Nonqualified Deferred Compensation Plans—DC SERP” applies to all NEOs. 75% percent of the annual contribution will be invested in a fixed interest account based on 120% of the IRS applicable long-term rate and represents the amounts shown in column (d) to this footnote 3. 25% of the contribution was issued in Sonoco deferred restricted stock units and is further described under footnote 1 and, with respect to deferred restricted stock granted in 2023, are disclosed in column (e) of the Summary Compensation Table.

  66. 2023 Grants of Plan-based Awards

    2023 Grants of Plan-based Awards

  67. 2023 Grants of Plan-based Awards

    | (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(5) (#) | | Name | Grant Date | Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | R. Howard Coker | | | | | | | | | | | | Annual Cash Incentive | NA | 02-13-2023 | $715,433 | $1,430,866 | $2,861,731 | | | | | | | PCSUs | 02-13-2023 | 02-13-2023 | | | | 37,064 | 74,128 | 148,256 | | $4,080,005 | | RSUs(3) | 02-13-2023 | 02-13-2023 | | | | | | | 47,863 | 2,720,054 | | RSUs—DC SERP(4) | 02-13-2023 | 02-13-2023 | | | | | | | 1,270 | 76,924 | | Robert R. Dillard | | | | | | | | | | | | Annual Cash Incentive | NA | 02-13-2023 | 278,358 | 556,715 | 1,113,430 | | | | | | | PCSUs | 02-13-2023 | 02-13-2023 | | | | 8,176 | 16,352 | 32,704 | | 900,014 | | RSUs(3) | 02-13-2023 | 02-13-2023 | | | | | | | 10,558 | 600,011 | | RSUs—DC SERP(4) | 02-13-2023 | 02-13-2023 | | | | | | | 484 | 29,316 | | Rodger D. Fuller | | | | | | | | | | | | Annual Cash Incentive | NA | 02-13-2023 | 328,044 | 656,087 | 1,312,175 | | | | | | | PCSUs | 02-13-2023 | 02-13-2023 | | | | 10,902 | 21,803 | 43,606 | | 1,200,037 | | RSUs(3) | 02-13-2023 | 02-13-2023 | | | | | | | 14,078 | 800,053 | | RSUs—DC SERP(4) | 02-13-2023 | 02-13-2023 | | | | | | | 686 | 41,551 | | John M. Florence, Jr. | | | | | | | | | | | | Annual Cash Incentive | NA | 02-13-2023 | 195,416 | 390,831 | 781,662 | | | | | | | PCSUs | 02-13-2023 | 02-13-2023 | | | | 5,451 | 10,902 | 21,804 | | 600,046 | | RSUs(3) | 02-13-2023 | 02-13-2023 | | | | | | | 7,039 | 400,026 | | RSUs—DC SERP(4) | 02-13-2023 | 02-13-2023 | | | | | | | 455 | 27,559 | | James A. Harrell, III | | | | | | | | | | | | Annual Cash Incentive | NA | 02-13-2023 | 211,289 | 422,577 | 845,155 | | | | | | | PCSUs | 02-13-2023 | 02-13-2023 | | | | 4,225 | 8,449 | 16,898 | | 465,033 | | RSUs(3) | 02-13-2023 | 02-13-2023 | | | | | | | 5,455 | 310,008 | | RSUs—DC SERP(4) | 02-13-2023 | 02-13-2023 | | | | | | | 481 | 29,134 |

  68. 2023 Grants of Plan-based Awards

    (1) The amounts in columns (c), (d) and (e) represent the threshold, target and maximum awards established for the performance-based annual cash incentive awarded in 2023, as discussed in the “Compensation Discussion and Analysis” and the actual performance payout is reflected in column (f) of the Summary Compensation Table. (2) The amounts in columns (f), (g) and (h) represent the threshold, target and maximum awards established for PCSUs awarded in 2023 under the 2019 Plan which may be earned over a three-year performance period through December 31, 2025. Information about determining the number of shares underlying the PCSUs, the performance-based conditions, and vesting of these awards is provided in the “Compensation Discussion and Analysis” section. (3) These amounts represent the 2023 RSU awards, granted under the 2019 Plan, that vest in equal installments on the first, second, and third anniversaries of the grant date. (4) As described in footnote 1 of the “Summary Compensation Table”, these amounts represent the portion of the DC SERP benefit granted in the form of deferred restricted stock units, which are fully vested at grant and are settled following a qualifying retirement in accordance with applicable plan provisions. The grant date values are computed in accordance with FASB ASC Topic 718. Assumptions made in valuation of these awards are set forth in Note 12 to Sonoco financial statements for the year ended December 31, 2023, which are included in the 2023 Annual Report on Form 10-K, filed with the SEC on February 28, 2024. The value for the PCSUs at the grant date, assuming the maximum level of performance plus a relative TSR modifier of +20% was achieved at the end of the 2023-2025 three-year performance cycle, is: $8,976,011 for Mr. Coker, $1,980,031 for Mr. Dillard, $2,640,082 for Mr. Fuller, $1,320,101 for Mr. Florence, and $1,023,073 for Mr. Harrell.

  69. Outstanding Equity Awards at 2023 Fiscal Year-end

    Outstanding Equity Awards at 2023 Fiscal Year-end

  70. Outstanding Equity Awards at 2023 Fiscal Year-end

    | (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 | | | | | | | | | | | | | 02-13-2023 | | | | | | | | 163,082 | $9,111,369 | | | 02-13-2023 | | | | | | 47,863 | $2,674,106 | | | | | 02-09-2022 | | | | | | | | 142,088 | 7,938,457 | | | 02-09-2022 | | | | | | 30,711 | 1,715,824 | | | | | 02-10-2021 | | | | | | 9,422 | 526,407 | | | | | 02-12-2020(4) | | | | | | 40,002 | 2,234,934 | | | | | 02-13-2019 | 30,121 | | 0 | $60.77 | 02-13-2029 | | | | | | | 02-14-2018 | 28,054 | | 0 | 50.83 | 02-14-2028 | | | | | | | 02-08-2017 | 22,110 | | 0 | 54.46 | 02-08-2027 | | | | | | | 02-11-2015 | 17,656 | | 0 | 46.16 | 02-11-2025 | | | | | | Robert R. Dillard | | | | | | | | | | | | | 02-13-2023 | | | | | | | | 35,974 | 2,009,890 | | | 02-13-2023 | | | | | | 10,558 | 589,875 | | | | | 06-15-2022(5) | | | | | | 10,941 | 611,274 | | | | | 02-09-2022 | | | | | | | | 11,552 | 645,410 | | | 02-09-2022 | | | | | | 2,498 | 139,563 | | | | | 02-10-2021 | | | | | | 766 | 42,796 | | | | | 11-01-2020(6) | | | | | | 2,268 | 126,713 | | | | | 10-13-2019(7) | | | | | | 980 | 54,747 | | | | | 02-13-2019 | 3,013 | | 0 | 60.77 | 02-13-2029 | | | | | | Rodger D. Fuller | | | | | | | | | | | | | 02-13-2023 | | | | | | | | 47,967 | 2,679,894 | | | 02-13-2023 | | | | | | 14,078 | 786,538 | | | | | 02-09-2022 | | | | | | | | 42,742 | 2,387,996 | | | 02-09-2022 | | | | | | 9,238 | 516,127 | | | | | 02-10-2021 | | | | | | 3,887 | 217,167 | | | | | 02-13-2019 | 30,121 | | 0 | 60.77 | 02-13-2029 | | | | | | | 02-14-2018 | 28,054 | | 0 | 50.83 | 02-14-2028 | | | | | | | 02-08-2017 | 22,110 | | 0 | 54.46 | 02-08-2027 | | | | | | John M. Florence, Jr. | | | | | | | | | | | | | 02-13-2023 | | | | | | | | 23,984 | 1,340,008 | | | 02-13-2023 | | | | | | 7,039 | 393,269 | | | | | 02-09-2022 | | | | | | | | 23,104 | 1,290,820 | | | 02-09-2022 | | | | | | 4,994 | 279,015 | | | | | 02-10-2021 | | | | | | 2,003 | 111,908 | | | | | 02-13-2019 | 12,049 | | 0 | 60.77 | 02-13-2029 | | | | | | | 02-08-2017 | 6,859 | | 0 | 54.46 | 02-08-2027 | | | | | | James A. Harrell, III | | | | | | | | | | | | | 02-13-2023 | | | | | | | | 18,588 | 1,038,500 | | | 02-13-2023 | | | | | | 5,455 | 304,771 | | | | | 02-09-2022 | | | | | | | | 17,328 | 968,115 | | | 02-09-2022 | | | | | | 3,746 | 209,289 | | | | | 02-10-2021 | | | | | | 1,061 | 59,278 | | | | | 02-13-2019 | 7,531 | | 0 | 60.77 | 02-13-2029 | | | | | | | 02-08-2017 | 7,885 | | 0 | 54.46 | 02-08-2027 | | | | | | | 02-10-2016 | 112 | | 0 | 40.41 | 02-10-2026 | | | | |

  71. Outstanding Equity Awards at 2023 Fiscal Year-end

    (1) Represents SSARs and RSUs All outstanding SSARs were subject to a three-year vesting schedule and have now been vested. RSUs vest with respect to 1/3 per year on each applicable anniversary of grant (except as otherwise noted in footnotes 4 through 7): (2) Values of RSUs shown in column (h) and PCSUs shown in column (j) are based on the December 29, 2023 closing price of $55.87, which was the last trading day of the calendar year. (3) PCSUs granted February 13, 2023 are represented as the number of maximum PCSUs that will vest on December 31, 2025, if performance criteria are met. The actual number of PCSUs that vest have the potential to vary based on final performance results and can range between 0% to 220% of target when taking into account the potential effect of the relative TSR modifier. Threshold performance is required to achieve any payout. PCSUs granted February 9, 2022 are represented as the number of maximum PCSUs that will vest on December 31, 2024, if performance criteria are met. The actual number of PCSUs that vest can vary from 0% to 200% of target PCSUs. Threshold performance is required to achieve any payout. (4) Represents RSUs awarded to Mr. Coker upon his appointment as Chief Executive Officer in February 2020. The RSUs will vest at the end of the five-year time-based restriction if Mr. Coker is still employed by the Company. Settlement of RSUs following vesting is deferred by the Company until six months following separation of service. RSUs are credited with dividend equivalents during the vesting period and any time prior to settlement, however such amounts are not paid out until receipt of the shares. Refer to the table in the “Potential Benefits Payable Upon Certain Separation Events” section for details regarding the treatment of equity awards under certain qualifying terminations of employment. (5) Represents RSUs awarded to Mr. Dillard in connection with his appointment as Chief Financial Officer, which was effective in July 2022. The RSUs will vest at the end of the five-year time-based restriction if Mr. Dillard is still employed by the Company. Settlement of RSUs following vesting is not subject to deferral by the Company. The RSUs are not eligible to accrue dividend equivalents during the vesting period. Refer to the table in the “Potential Benefits Payable Upon Certain Separation Events” section for details regarding the treatment of equity awards under certain qualifying terminations of employment. (6) Represents RSUs awarded to Mr. Dillard upon being named an Executive Officer on November 1, 2020. The RSUs will vest on the third, fourth, and fifth anniversaries of the grant date provided Mr. Dillard remains employed by the Company. Settlement of RSUs following vesting is deferred by the Company until six months following separation of service. The RSUs are credited with dividend equivalents during the vesting period and any time prior to settlement, however, such amounts are not paid out until receipt of the shares. Refer to the table in the “Potential Benefits Payable Upon Certain Separation Events” section for details regarding the treatment of equity awards under certain qualifying terminations of employment. (7) Represents RSUs awarded to Mr. Dillard upon his promotion to Vice President of Corporate Development on October 13, 2019. The RSUs will vest on the third, fourth and fifth anniversaries of the grant date provided Mr. Dillard remains employed by the Company. Settlement of RSUs following vesting is deferred by the Company until six months following separation of service. The RSUs are credited with dividend equivalents during the vesting period and any time prior to settlement, however, such amounts are not paid out until receipt of the shares. Refer to the table in the “Potential Benefits Payable Upon Certain Separation Events” section for details regarding the treatment of equity awards under certain qualifying terminations of employment.

  72. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information about SSARs exercised by NEOs in 2023 and about RSUs and PCSUs that vested in 2023.

  73. 2023 Option Exercises and Stock Vested

    | (a) | (b) | (c) | (d) | (e) | (d) | (e) | | | Option Awards | | Restricted Stock Awards | | Performance Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting(2) ($) | | R. Howard Coker | | | 28,459 | $1,703,996 | 85,792 | $4,793,199 | | Robert R. Dillard | | | 4,483 | 255,189 | 6,972 | 389,526 | | Rodger D. Fuller | | | 11,464 | 685,409 | 35,390 | 1,977,239 | | John M. Florence, Jr. | | | 5,690 | 340,324 | 18,232 | 1,018,622 | | James A. Harrell, III | | | 3,659 | 219,019 | 9,652 | 539,257 |

  74. 2023 Option Exercises and Stock Vested

    (1) The amounts reflect the number of units that vested during the fiscal year. Messrs. Dillard and Florence deferred 2,092 shares and 4,402 shares respectively, with settlement of these shares to occur no earlier than six months following separation from service. (2) The value is based on the closing stock price on the date of vesting, or if such date was not a trading day, the immediately preceding trading date. PCSUs that vested for the 2021-2023 long-term incentive performance period that ended on December 31, 2023. Performance criteria for the 2021-2023 performance cycle vested at 200.0% of target PCSUs. Mr. Florence elected to defer settlement of this award, to no earlier than six months following separation from service.

  75. DEFINED BENEFIT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

    DEFINED BENEFIT SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Future benefits that would have accrued under the DB Restoration benefit were transitioned to the DB SERP. The DB SERP was provided only to designated officers elected before January 1, 2008. As the only current NEO who participated in the DB SERP, Mr. Fuller’s accrual under the DB SERP is frozen and he began participating in the DC SERP (defined below) effective January 1, 2019. The DC SERP is discussed under “Nonqualified Deferred Compensation Plans—DC SERP”. With 15 years of service and retirement at age 65, the DB SERP provides an annual payment equal to 60% replacement of final average earnings offset by the Pension Plan benefit, the DB Restoration benefit and full Social Security benefits. Officers elected before January 1, 2006, became fully vested in their DB SERP benefit upon the completion of five years vesting service in the DB SERP. Officers elected after January 1, 2006, became fully vested in their DB SERP benefit upon completion of five years vesting service in the DB SERP and attainment of age 55. The annual DB SERP benefit payable to a participant who separates from service and retires at age 65 is calculated by multiplying 4.0% of three-year final average cash earnings, with the product further multiplied by years of benefit service to a maximum of 15 years. Benefit service under the DB SERP began at the date of hire. If a participant retires prior to age 65, the retirement benefit is reduced by a fraction, the numerator of which is the participant’s total benefit service to the participant’s date of separation and the denominator of which is the participant’s benefit service projected to age 65. The retirement benefit is further offset by the participant’s Pension Plan benefit, the DB Restoration benefit and full Social Security benefits. If a participant retires prior to age 62, the benefit is further reduced by subsidized early retirement reductions of 3% per year from age 62. (In this case, however, the Social Security benefit offset would not begin until the participant attains age 62). Final average cash earnings for the DB SERP benefit are the average of the three highest calendar years (which do not have to be consecutive) of compensation in the last seven years before retirement up through 2018. For this purpose, the NEOs’ earnings include salary and the annual incentive earned with respect to each such calendar year. The DB SERP benefit is calculated as a 75% joint and survivor annuity for a participant who has been married for at least one year, and a 10-year certain and life annuity for all other participants. Mr. Fuller is vested and eligible to retire under the DB SERP and has elected to receive the actuarially equivalent value of the DB SERP benefit in three equal installments after retirement in lieu of the monthly 75% joint and survivor annuity or the 10-year certain and life annuity. In the event of termination of employment on December 31, 2023, for reasons other than death, Mr. Fuller would have received the DB SERP benefit in three equal installment payments of $497,795 In the event of his death, his spouse would receive three equal installment payments of $600,898. In the event of disability, the disability benefit payable is equal to the early retirement DB SERP benefit, the combined family Social Security benefits, the DB Restoration benefit and Pension Plan benefit. If the early retirement DB SERP benefit (prior to the conversion to the actuarially equivalent value of the DB SERP benefit noted above), when added to the officer’s combined family Social Security benefits and Pension Plan benefit, is less than 60% of current base salary, the difference will be payable from the Long-Term Disability Plan. When the benefit from the Long-Term Disability Plan ends, any unpaid DB SERP installments, and DB Restoration and the Pension Plan benefits would continue.

  76. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  77. 2023 Nonqualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in 2023(1)(2) ($) | Registrant Contributions in 2023(2) ($) | Aggregate Earnings in 2023(2)(3) ($) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance at End of 2023(2)(4) ($) | | R. Howard Coker | | | | | | | DC Restoration | 0 | $290,740 | $131,429 | 0 | $1,088,327 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | (151,868) | 0 | 3,102,947 | | DC SERP (Deferred Cash) | 0 | 89,429 | 44,076 | 0 | 1,374,987 | | DC SERP (Deferred Stock) | 0 | 76,887 | 49,162 | 0 | 522,457 | | Robert R. Dillard | | | | | | | DC Restoration | 0 | 102,833 | 35,476 | 0 | 255,067 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | (21,644) | 0 | 348,165 | | DC SERP (Deferred Cash) | 0 | 49,122 | 5,569 | 0 | 211,642 | | DC SERP (Deferred Stock) | 0 | 29,275 | 26,861 | 0 | 51,540 | | Rodger D. Fuller | | | | | | | DC Restoration | 0 | 142,742 | 111,838 | 0 | 1,036,559 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | 0 | 0 | 0 | | DC SERP (Deferred Cash) | 0 | 56,236 | 13,252 | 0 | 442,607 | | DC SERP (Deferred Stock) | 0 | 41,517 | 34,235 | 0 | 124,110 | | John M. Florence, Jr. | | | | | | | DC Restoration | 0 | 85,996 | 46,172 | 0 | 334,879 | | NQDC—Deferred PCSUs/RSUs | $1,282,271 | 0 | (41,174) | 0 | 1,766,051 | | DC SERP (Deferred Cash) | 0 | 41,875 | 11,487 | 0 | 377,071 | | D CSERP (Deferred Stock) | 0 | 27,514 | 22,155 | 0 | 111,751 | | James A. Harrell, III | | | | | | | DC Restoration | 0 | 93,756 | 66,218 | 0 | 529,492 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | (38,794) | 0 | 792,678 | | DC SERP (Deferred Cash) | 0 | 45,276 | 26,920 | 0 | 830,587 | | DC SERP (Deferred Stock) | 0 | 29,088 | 11,992 | 0 | 331,739 |

  78. 2023 Nonqualified Deferred Compensation

    (1) Includes aggregate amount of deferred cash and equity compensation contributed by the NEOs in 2023. The value of the equity deferral is based on the number of deferred RSUs and PCSUs multiplied by the closing price of Sonoco stock on the date of deferral. Mr. Florence elected to defer settlement of his 2021 RSU grant, the amount of which is equal to $115,667, his 2022 RSU grant, the amount of which is equal to $147,983, and his 2021 PCSU grant, the amount of which is equal to $1,018,622, in each case until six months following his separation from service. These deferred RSUs are credited with dividend equivalents which are not paid out until settlement of the RSUs. (2) The following table shows contributions, earnings and the aggregate balance at the end of 2023 that are reported in the “Summary Compensation Table” or were reported in the Summary Compensation Table in previous years.

  79. 2023 Nonqualified Deferred Compensation

    | Name | Amounts in column (b) above reported in the 2023 Summary Compensation Table | Amounts in column (c) above reported in the 2023 Summary Compensation Table | Amounts in column (d) above reported in the 2023 Summary Compensation Table | Amounts in column (f) above previousily 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 | $457,056 | 0 | $3,846,419 | $3,625,404 | | Robert R. Dillard | 0 | 181,229 | 0 | 297,877 | 399,705 | | Rodger D. Fuller | 0 | 240,494 | 0 | 838,087 | 124,110 | | John M. Florence, Jr. | $1,282,271 | 155,385 | 0 | 1,890,428 | 1,877,802 | | James A. Harrell, III | 0 | 168,121 | 0 | 565,281 | 1,124,417 |

  80. 2023 Nonqualified Deferred Compensation

    Amounts reflect accrued interest on deferred compensation in interest bearing accounts and earnings growth, including dividend credits for deferred compensation in stock equivalent accounts. Any deferred compensation in stock equivalent accounts is based on the closing price of $55.87 on December 29, 2023, which was the last trading day of the calendar year. Values also reflect any required Social Security taxes on shares that vested in 2023. Additional detail is provided later in this section under “Nonqualified Deferred Compensation Plans”. (4) For all of the NEOs, the portion of the vested amounts shown in column (f) above that relates to the DC Restoration benefit and the DC SERP is payable in three installments following the participant’s separation from service. The initial installment is paid six months following separation from service and the second and third installments are paid in January of the following years. The remaining amounts in column (f) are payable according to each NEO’s elected payment schedule, which can range from one to five annual installments subject to the provisions of IRC Section 409A had separation from service occurred on December 31, 2023.

  81. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans

  82. TREATMENT OF NONQUALIFIED DEFERRED COMPENSATION UPON CERTAIN TERMINATIONS OR CHANGE IN CONTROL

    TREATMENT OF NONQUALIFIED DEFERRED COMPENSATION UPON CERTAIN TERMINATIONS OR CHANGE IN CONTROL The amounts that would have been paid to each NEO with respect to nonqualified deferred compensation had death, disability, retirement, or any other termination of employment occurred on December 31, 2023, are set forth in column (f) of the “2023 Nonqualified Deferred Compensation” table. The DC SERP amounts in this table are forfeited upon separation from service unless vested. As of December 31, 2023, Messrs. Coker, Harrell, and Fuller have met the vesting requirements of the DC SERP and those amounts would be paid in the event of a termination, including death, disability or retirement. The method for determining benefits payable and payment arrangements for nonqualified deferred compensation are described in the narrative following the “2023 Nonqualified Deferred Compensation” table.

  83. SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”)

    SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”) On October 18, 2022, the Board of Directors adopted an Executive Officer Severance Plan (the “Severance Plan”) upon the recommendation of the Committee to further attract and retain key personnel by providing select employees of the Company with certain severance payments and benefits in the event of a qualifying termination of employment. Participants in the Severance Plan include the CEO, and each corporate officer (including Messrs. Dillard, Fuller, Florence, and Harrell) and any other individual designated as a participant by the Committee. Pursuant to the terms of the Severance Plan, in the event a participant incurs a termination of service by the Company without “cause” or resigns from employment for “good reason” (each as defined in the Severance Plan), the participant will be entitled to receive: • A cash amount equal to the participant’s base salary multiplied by 1.0 (or in the case of the Company’s CEO, multiplied by 2.0), payable as salary continuation over the one- or two-year period, as applicable, following the termination date; • Participant’s bonus under the Company’s Annual Cash Plan for the year in which the termination occurs, based on actual performance and pro-rated to reflect any partial year of employment; • Continuation of life insurance coverage at the active employee rate for six months following the termination date, and continuation of all other benefits under the Company’s benefit plans at active employee rates for 12 months following the termination date, to the extent permitted under the applicable Company plans and COBRA; Outplacement services with value up to $25,000, to the extent utilized by the participant within one year of his or her termination date. In addition, the participant’s time-based and certain performance-based equity awards that would have vested in the 12 months following his or her termination date, had the participant continued in service, will continue to vest and become exercisable and payable, as applicable, on the regularly scheduled vesting date or, in certain circumstances, on March 15 of the year following the year of termination, and subject to the achievement of applicable performance goals at the end of the three-year performance period. The foregoing severance payments and benefits under the CIC Plan and the Severance Plan are subject to the participant’s timely execution and non-revocation of a general release of claims and continued compliance with certain restrictive covenants. In addition, these payments and benefits are subject to a “best net after-tax” provision in the event that the benefits would trigger excise tax penalties and loss of deductibility under Sections 280G and 4999 of the U.S. Internal Revenue Code. The Severance Plan does not modify the rights of any employee with respect to the Company’s CIC Plan. To the extent any amounts become payable to a participant under the CIC Plan, the CIC Plan and not the Severance Plan will govern the severance payments and benefits applicable to such participant. This following section will detail the NEO treatment of compensation and benefits in certain cases of separation.

  84. SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”)

    | | Voluntary(1) or Involuntary for Cause | Retirement(2) | Involuntary Not for Cause | Change-in- Control(3) | Death or Disability | | Cash Severance | Not eligible | Not eligible | CEO: 2 times Base Salary Other NEOs: 1 times Base Salary | 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) | Not eligible | | Performance-based Annual Cash Incentive | Not eligible | Calculated at actual performance and prorated through the termination of employment | Calculated at actual performance and prorated through the termination of employment | Greater of Target or actual performance, and prorated through the termination of employment | Calculated at actual performance and prorated through the seperation of employment | | PCSUs—60% award | Forfeit unvested shares | Vested shares determined by performance at end of performance period and are prorated based on period of employment during performance period | 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. | Unvested shares vest at target and are prorated based on period of employment during performance period upon termination | Vested shares determined by performance at end of performance period and are prorated based on period of employment during performance period | | RSUs—40% award | Forfeit unvested shares | Prorated vesting based on period of employment in the year of retirement | Continued vesting, as if employment had continued for a period of 12 months following the termination date. | Immediate vesting upon termination | Immediate vesting upon death or disability | | 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. | Vests on a prorated basis through the termination of employment | Vests on a prorated basis through the death or disability, subject to approval by the Executive Compensation Committee |

  85. SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”)

    | | Voluntary(1) or Involuntary for Cause | Retirement(2) | Involuntary Not for Cause | Change-in- Control(3) | Death or Disability | | Health and Welfare Benefits | Not eligible | Not eligible | Eligible for up to 12 months of continued benefits at the employee rates | Eligible for up to 18 months of COBRA continued benefits | 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 | | Executive Life Insurance | Voluntary: Company-paid coverage will continue to be provided post-employment for a period of six months Involuntary for Cause: 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 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 | | Outplacement Services | Not eligible | Not eligible | Eligible for outplacement services, in an amount not to exceed $25,000 | Eligible for outplacement services, in an amount not to exceed $25,000 | Not eligible |

  86. SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”)

    (1) Not Retirement eligible (2) Retirement is defined as age 60 or older with a minimum of 5 Years of Service (3) Triggered by a not for cause termination or a good reason resignation within 2 years from of a Change-in-Control. A Change-in-Control is defined as “a change in the ownership or effective control,” or in “the ownership of a substantial portion of the assets of” each Company, within the meaning of IRC Section 409A, including the events specified in the plan as interpreted under Section IRC 409A. The following table and footnotes describe the potential payments to the NEOs if certain separation events had occurred as of December 31, 2023, including a change in control of the Company. Values of PCSUs and RSUs are based on the closing price of Sonoco stock of $55.87 on December 29, 2023, which was the last trading day of the calendar year. This table does not include: • Compensation or benefits previously earned by the NEOs or equity awards that are fully vested; • The value of pension benefits that are disclosed in the “2023 Pension Benefits” table; or The amounts payable under deferred compensation plans that are disclosed in the “2023 Nonqualified Deferred Compensation Plan” table.

  87. SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”)

    | Name | For Cause Termination ($) | Voluntary Termination / Retirement ($) | Involuntary Termination— Not for Cause / Resignation for Good Reason ($) | Termination following a Change-in-Control ($) | Disability ($) | Death ($) | | R. Howard Coker | | | | | | | | Cash Severance | 0 | 0 | $2,423,616 | $6,664,944 | 0 | 0 | | Unvested PCSUs(1) | 0 | $4,022,989 | 5,348,479 | 4,022,989 | $4,022,989 | $4,022,989 | | Unvested RSUs(2) | 0 | 2,001,967 | 2,253,908 | 6,650,675 | 6,650,675 | 6,650,675 | | Company pay healthcare premiums | 0 | 0 | 13,249 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | | 8,900 | 8,900 | | | 3,500,000 | | Robert R. Dillard | | | | | | | | Cash Severance | 0 | 0 | 697,164 | 2,579,507 | 0 | 0 | | Unvested PCSUs(1) | 0 | 0 | 322,705 | 519,191 | 519,191 | 519,191 | | Unvested RSUs(2) | 0 | 0 | 424,271 | 982,659 | 982,659 | 982,659 | | Company pay healthcare premiums | 0 | 0 | 18,269 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | | 4,529 | 4,529 | | | 1,750,000 | | Rodger D. Fuller | | | | | | | | Cash Severance | 0 | 0 | 762,024 | 2,857,590 | 0 | 0 | | Unvested PCSUs(1) | 0 | 1,200,946 | 1,599,672 | 1,200,946 | 1,200,946 | 1,200,946 | | Unvested RSUs(2) | 0 | 649,357 | 730,891 | 1,519,832 | 1,519,832 | 1,519,832 | | Company pay healthcare premiums | 0 | 0 | 13,249 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | | 4,468 | 4,468 | | | 2,000,000 | | John M. Florence, Jr. | | | | | | | | Cash Severance | 0 | 0 | 567,420 | 1,929,228 | 0 | 0 | | Unvested PCSUs(1) | 0 | 0 | 645,410 | 632,727 | 632,727 | 632,727 | | Unvested RSUs(2) | 0 | 0 | 379,022 | 784,191 | 784,191 | 784,191 | | Company pay healthcare premiums | 0 | 0 | 18,269 | 0 | 0 | -0- | | Executive Life Insurance Plan Lump Sum(3) | | 1,733 | 1,733 | | | 1,250,000 | | James A. Harrell, III | | | | | | | | Cash Severance | 0 | 0 | 613,512 | 1,564,456 | 0 | 0 | | Unvested PCSUs(1) | 0 | 479,616 | 641,263 | 479,616 | 479,616 | 479,616 | | Unvested RSUs(2) | 0 | 233,566 | 262,924 | 573,338 | 573,338 | 573,338 | | Company pay healthcare premiums | 0 | 0 | 13,249 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | 0 | 5,442 | 5,442 | | | 1,750,000 |

  88. SONOCO EXECUTIVE SEVERANCE PLAN (THE “SEVERANCE PLAN”)

    (1) Unvested PCSUs would vest at target on a pro rata basis upon involuntary termination without “Cause” or resignation for “Good Reason” within two years of a change in control that meets the criteria of IRC Section 409A and the regulations thereunder. If the participant separates from service as a result of death, disability, or retirement during the performance period, the participant will be entitled to a settlement of PCSUs that vest at the end of the three-year performance period on a pro rata basis equal to the time employed. Retirement is defined as age 60 or older with a minimum of 5 years of service. Unvested RSUs would immediately vest upon termination only in the case of death, or disability, as well as upon involuntary termination without “Cause” or resignation for “Good Reason” within two years of a change in control that meets the criteria of IRC Section 409A and the regulations thereunder. For Mr. Coker the portion of his unvested RSUs associated with awards granted upon becoming the Chief Executive Officer and for Mr. Dillard, the portion of their unvested RSUs associated with awards granted upon becoming the Vice President of Corporate Development, an officer, and becoming the Chief Financial Officer would vest on a pro rata basis in the event of a qualifying termination in connection with a change in control and would vest on a pro rata basis upon death or disability subject to approval of the Committee. Unvested RSUs that comprise 40% of the NEOs annual LTI grant would vest on a pro-rata basis in cases of retirement, provided NEO is age 60 or older with a minimum of 5 years of service. The retirement provision does not apply to Special RSU grants, as they would be forfeited. (3) Premiums paid by the Company on behalf of officers for executive term life insurance policies, as described in “Compensation Discussion and Analysis,” will be continued for 6 months post-employment.

  89. PAY RATIO

    PAY RATIO As required by the Dodd-Frank Wall Street Reform and Protection Act and regulations of the Securities and Exchange Commission, Sonoco is providing the following information about the relationship of the median of the annual total compensation of all Sonoco employees except the CEO, and the annual total compensation of the CEO. Using an analytical and statistical sampling, the median employee for the total global employee population of 22,501 as of December 31, 2023 was determined. To identify the median employee, “base pay” was used as a consistently applied compensation measure. To determine estimated median base pay, recorded base salary for salaried employees and annual base pay for hourly employees was established by multiplying each employee’s hourly rate by their scheduled hourly work week. A valid statistical sampling approach was utilized to identify employees who were expected to be paid within a +/- 5% range of that value. From this group an employee who was reasonably representative of the median employee was selected. Mr. Coker’s total compensation for purposes of the pay ratio calculation was $8,594,298. For 2023, the ratio of CEO pay to median employee pay is 125:1. The median employee’s Summary Compensation Table total compensation was $68,962 after including $13,249 in employer-provided health and welfare benefits and $3,571 in retirement contributions for the median employee. An amount of $13,249 in employer-provided health and welfare benefits for the CEO was included in the ratio calculation, which is not included in the Summary Compensation Table.

  90. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.” The following table shows the past three fiscal years’ total compensation for our Named Executive Officers (NEOs) as set forth in the “Summary Compensation Table,” the compensation actually paid to our NEOs, the company’s total shareholder return (TSR), the combined TSR of our selected peer group, our Net Income, and our Base EBITDA.

  91. PAY VERSUS PERFORMANCE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation actually paid to First PEO(3)(4) | Compensation actually paid to Second PEO(2)(4) | Average Summary Compensation Table Total for Non-CEO NEOs(3) | Average Compensation actually paid for Non-CEO NEOs(3) | Value of initial Fixed $100 Investment based on: | | | | | Year | | | | | | | TSR(5) | Peer Group TSR(6) | Net Income (000s) | Base EBITDA(7) (000s) | | 2023 | $8,538,593 | | $4,755,985 | | $2,178,332 | $1,898,091 | $103.03 | $118.91 | $474,959 | $1,049,857 | | 2022 | 9,794,049 | | 16,284,414 | | 2,725,992 | 3,254,066 | 108.05 | 110.49 | 466,980 | 1,147,809 | | 2021 | 6,618,454 | | 9,843,147 | | 2,476,273 | 3,575,707 | 99.75 | 134.41 | (82,711) | 758,033 | | 2020 | 6,815,923 | $1,934,105 | 5,088,280 | $(2,271,154) | 2,530,532 | 1,557,308 | 99.24 | 121.14 | 207,241 | 789,735 |

  92. PAY VERSUS PERFORMANCE

    (1) The first PEO is Mr. Coker who was appointed as CEO effective February 1, 2020. (2) The second PEO is Mr. Tiede, who retired as the Company’s CEO effective February 1, 2020. The Other NEO’s for each applicable year are:

  93. PAY VERSUS PERFORMANCE

    | Year | Non-CEO NEOs | | 2023 | Robert R. Dillard, Rodger D. Fuller, John M. Florence, Jr., James A. Harrell, III | | 2022 | Robert R. Dillard, Rodger D. Fuller, John M. Florence, Jr., James A. Harrell, Julie C. Albrecht | | 2021 | Julie C. Albrecht, Rodger D. Fuller, John M. Florence, Jr., Jeffery S. Tomaszewski, | | 2020 | Julie C. Albrecht, Rodger D. Fuller, John M. Florence, Jr., James A. Harrell, III |

  94. PAY VERSUS PERFORMANCE

    (4) The SEC rules require that certain adjustments be made to the Summary Compensation Table totals to determine compensation actually paid, as reported in the Pay versus Performance table above. The following table details the applicable adjustments that were made to determine compensation actually paid:

  95. PAY VERSUS PERFORMANCE

    | Year | Executive | Reported Summary Compensation Table Total | Reported Value of Equity Awards | Reported Change in the Actuarial Present Value of Pension Benefits | Pension Benefit Adjustments | Year End Fair Value of Equity Awards Granted that are Unvested in the year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 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 | Compensation Actually paid | | 2023 | First PEO | $8,538,593 | $(6,876,983) | 0 | 0 | $3,929,477 | $(725,784) | $76,924 | $(263,750) | 0 | $77,508 | $4,755,985 | | | Avg NEO | 2,178,332 | (1,350,697) | 0 | 0 | 763,944 | (82,854) | 17,671 | 368,713 | 0 | 2,982 | 1,898,091 | | 2022 | First PEO | 9,794,049 | (6,205,527) | 0 | 0 | 10,779,308 | 581,110 | 55,444 | 1,205,478 | 0 | 74,552 | 16,284,414 | | | Avg NEO | 2,725,992 | (1,256,896) | 0 | 0 | 1,845,762 | 144,056 | 18,035 | 484,261 | $(708,330) | 1,186 | 3,254,066 | | 2021 | First PEO | 6,618,454 | (4,038,338) | 0 | 0 | 6,190,509 | 996,078 | 38,276 | (22,559) | 0 | 60,727 | 9,843,147 | | | Avg NEO | 2,476,273 | (1,141,733) | 0 | 0 | 1,731,455 | 506,431 | 7,286 | (8,536) | 0 | 4,531 | 3,575,707 | | 2020 | First PEO | 6,815,923 | (4,020,436) | $(1,018,274) | 0 | 3,636,584 | (196,412) | 20,306 | (216,127) | 0 | 66,716 | 5,088,280 | | | Second PEO | 1,934,105 | (42,259) | 0 | 0 | (173,277) | 42,259 | (893,944) | (3,138,038) | 0 | 0 | (2,271,154) | | | Avg NEO | 2,530,532 | (963,934) | (506,939) | 0 | 734,433 | (116,406) | 5,077 | (126,593) | 0 | 1,138 | 1,557,308 |

  96. PAY VERSUS PERFORMANCE

    (5) The amounts reported in this column reflect the cumulative total stockholder return on our common stock for each of the last three fiscal years ended December 31, 2023, assume an investment of $100 on December 31, 2020, and the reinvestment of any dividends. (6) The peer group used in this disclosure, the Dow Jones Container and Packaging Index, is the same peer group used in the Stock Performance Graph in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (7) Base EBITDA is a non-GAAP financial measure which begins with Base operating profit, which excludes tax and interest and then adds back deductions for the cost of depreciation and amortization, adjusted for unbudgeted EBITDA related to acquisitions and divestitures in a given year. Base operating profit and Base EBITDA are non-GAAP financial measures. A reconciliation on how Base operating profit was calculated is provided in Appendix 1. As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” Base EBITDA is one of the key metrics used to determine payout under the Company’s Performance-based Annual Cash Incentive program.

  97. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  98. COMPENSATION ACTUALLY PAID VERSUS CUMULATIVE TSR

    COMPENSATION ACTUALLY PAID VERSUS CUMULATIVE TSR As shown in the graph below, the CEO’s compensation actually paid (CAP) and the other NEOs’ average (CAP) amounts align with the Company’s cumulative TSR over the three years presented in the table.

  99. COMPENSATION ACTUALLY PAID VERSUS CUMULATIVE TSR

    | The relative alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Coker and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets approximately 72% of Mr. Coker’s and 54% of the other NEO’s total target compensation awarded to be comprised of equity awards, including restricted stock units and performance-based restricted stock units. The CAP for Mr. Tiede, the former CEO, who retired in February 2020, has been excluded from this graph. | COMPENSATION ACTUAL PAID VS. COMPANY TSR |

  100. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    COMPENSATION ACTUALLY PAID VERSUS NET INCOME As shown in the graph below, the amount of compensation actually paid to Mr. Coker and the average amount of compensation actually paid to the Company’s other NEOs as a group is generally aligned with the Company’s net income in the years 2020 and 2023. The Net Loss in 2021 is largely attributable to one-time pension settlement charges of $538.7 million being recognized in 2021. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure of Base EBITDA, which the Company uses when setting goals for the Company’s Performance-based Annual Cash Incentive program.

  101. COMPENSATION ACTUALLY PAID VERSUS NET INCOME

    | COMPENSATION PAID VS. NET INCOME | As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 15% and 20% of the value of total compensation awarded to Mr. Coker and the other NEOs, respectively, consists of amounts determined under the Company Performance-based Annual Cash Incentive program. The CAP for Mr. Tiede, the former CEO, who retired in February 2020, has been excluded from this graph. |

  102. COMPENSATION ACTUALLY PAID VERSUS BASE EBITDA

    COMPENSATION ACTUALLY PAID VERSUS BASE EBITDA As shown in the graph below, the amount of compensation actually paid to Mr. Coker and the average amount of compensation actually paid to the Company’s other NEOs as a group is generally aligned with the Company’s Base EBITDA over the three years presented in the table. As described above, Base EBITDA, which begins with base operating profit (“Base operating profit”), which excludes tax and interest and then adds back deductions for the cost of depreciation and amortization, adjusted for unbudgeted EBITDA related to acquisitions and divestitures in a given year. A reconciliation on how Base Operating Profit is calculated can be found in Appendix 1. While the Company uses numerous financial performance measures for the purpose of evaluating performance, the Company has determined that Base EBITDA is one of the metrics which best represents the Company’s success. As described in more detail in the section “Executive Compensation—Compensation Discussion and Analysis,” the Company targets that approximately 15% and 20% of the value of total compensation awarded to Mr. Coker

  103. SUMMARY COMPENSATION TABLE VERSUS COMPENSATION ACTUALLY PAID

    SUMMARY COMPENSATION TABLE VERSUS COMPENSATION ACTUALLY PAID The graphs below provide a comparison of the compensation reported in the Summary Compensation Table versus compensation actually paid to Mr. Coker and average compensation actually paid to the Company’s other NEOs. The compensation for Mr. Tiede, the former CEO who retired in February 2020, has been excluded from this graph. Sonoco believes that it is important to provide a graphic comparison that shows the different components that factor into the calculations. The compensation reported in the Summary Compensation Table is based on the grant date value of equity awards granted during the applicable year and the compensation actually paid as reported in the Pay for Performance tables is based on the fair value of equity awards granted during the applicable year and valued at year end, plus the change in value of previously granted as of year-end (or the vesting date, if earlier). In essence, the compensation actually paid reflects the fair value of all or portions of 4 years’ worth of equity awards as of specified valuation dates, while the compensation reported in Summary Compensation Table is based solely on the equity awards granted in 2023, all of which are valued based on the fair value as determined on the date of grant.

  104. CEO: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

    CEO: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

  105. AVERAGE NON-CEO NEOs: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

    AVERAGE NON-CEO NEOs: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

  106. AVERAGE NON-CEO NEOs: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

    | PROPOSAL 3 | | The Board of Directors recommends that you vote FOR the compensation of Sonoco’s named executive officers. | | ADVISORY (NON-BINDING) VOTE TO APPROVE EXECUTIVE COMPENSATION | | |

  107. AVERAGE NON-CEO NEOs: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

    The Company’s executive compensation programs are designed to attract, retain, and reward executives whose contributions support the Company’s long-term success by linking Company performance to executive compensation. These programs have been designed to encourage alignment of management’s actions with shareholder interests. Section 14A of the Exchange Act requires that the shareholders be given the opportunity to vote on a separate advisory (non-binding) resolution to approve the compensation of named executive officers, as described in the “Executive Compensation” section. In response to the 2023 shareholder vote for an annual vote frequency, the practice of holding this vote annually will remain in effect at least until the next such shareholder advisory vote on frequency, which will be held in 2029. Although the annual vote on the compensation of the named executive officers is an advisory (non-binding) vote, as it has in previous years, the Board of Directors will take into account the outcome of the vote when considering future executive compensation arrangements. See “Executive Compensation—Compensation Discussion and Analysis—Sonoco’s Goals Regarding Executive Compensation—Say on Pay Support”. Your vote on this proposal is advisory, and therefore not binding on the Company or the Board of Directors and will not be interpreted as overruling a decision by, or creating or implying any additional fiduciary duty for, the Board of Directors. Nevertheless, the Board of Directors and the Executive Compensation Committee value the opinions of Sonoco’s shareholders and view this vote as one of the modes of communication with shareholders. As in prior years, the Board of Directors and the Executive Compensation Committee will review and consider the outcome of this vote in determining future compensation arrangements. “RESOLVED, that, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion is hereby APPROVED.”

  108. AVERAGE NON-CEO NEOs: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

    | PROPOSAL 4 | | The Board of Directors recommends that you vote FOR the 2024 Omnibus Incentive Plan. | | APPROVAL OF THE 2024 OMNIBUS INCENTIVE PLAN | | |

  109. AVERAGE NON-CEO NEOs: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

    We are asking our shareholders to approve the Sonoco Products Company 2024 Omnibus Incentive Plan (the “2024 Plan”) as a successor to our 2019 Omnibus Incentive Plan (the “2019 Plan”). The 2024 Plan will have 2,900,000 shares of our common stock reserved for issuance, subject to certain reductions for shares granted under (and offsets by shares returned to) the 2019 Plan or prior plans after December 31, 2023, as more fully described below. The Board adopted the 2024 Plan, subject to shareholder approval, on February 14, 2024. The 2024 Plan is intended to replace the 2019 Plan, which upon shareholder approval, will automatically be terminated an superseded by the 2024 Plan. However, any awards granted under the 2019 Plan will continue to be subject to the terms of the 2019 Plan and applicable award agreements.