DEF 14A of Sonoco Products Co, Mar 14, 2025

DEF 14A of Sonoco Products Co

Filed Mar 14, 2025 · FY20240001104659-25-023951

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 | | 67 | 2022 | | | | | | | | | | Scott A. Clark Former Executive Vice President and member of Executive Committee, Michelin Group | | 59 | 2025 | | | | | | | | | | R. Howard Coker President and Chief Executive Officer, Sonoco | | 62 | 2020 | | | | | | | | | | Dr. Pamela L. Davies President Emerita and Professor of Strategy, Queens University of Charlotte | | 68 | 2004 | | | | | | | | | | Theresa J. Drew Former Managing Partner Carolinas Practice, Deloitte; CPA | | 67 | 2018 | | | | | | | | | | Philippe Guillemot Chief Executive Officer and Chairman, Vallourec SA | | 65 | 2017 | | | | | | | | | | John R. Haley Chief Executive Officer, Gosiger, Inc. | | 63 | 2011 | | | | | | | | | | Robert R. Hill Jr. Former Executive Chairman, South State Corporation | | 58 | 2019 | | | | | | | | | | Eleni Istavridis Former Executive Vice President and Head of Investment Services for Asia Pacific, Bank of New York Mellon | | 67 | 2020 | | | | | | | | | | Richard G. Kyle Former President and Chief Executive Officer, The Timken Company | | 59 | 2015 | | | | | | | | | | Blythe J. McGarvie Former instructor at Harvard Business School; Former CFO, Bic Group and Hannaford Bros. Co.; CPA | | 68 | 2014 | | | | | | | | | | Thomas E. Whiddon Former Advisory Director, Berkshire Partners, LLC | | 72 | 2001 | | | | | | | | | Number of 2024 Meetings | | | | Board—11 | | 8 | 4 | 4 | 4 | 4 | 3 |

  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 twelve directors. The Corporate Governance and Nominating Committee and the Board recommend the following twelve directors to each stand for election for a one-year term, ending at the 2026 Annual Meeting of Shareholders. This year, Scott A. Clark is nominated for election to the Board for the first time. Mr. Clark was recommended to the Corporate Governance and Nominating Committee by our Lead Director. Unless directed otherwise, the proxy agents intend to vote FOR the election of the twelve persons below.

  6. DIRECTOR NOMINEE SUMMARY

    | • Steven L. Boyd | • Theresa J. Drew | • Eleni Istavridis | | • Scott A. Clark | • 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 |

  7. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

  8. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | STEVEN L. BOYD | | | | Age 67 Board member since 2022 INDEPENDENT | Career Highlights Johnson C. Smith University (institution of higher learning), Charlotte, NC • 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

    | SCOTT A. CLARK | | | | Age 59 Board member since February 2025 INDEPENDENT | Career Highlights Michelin Group (multinational tire manufacturer) • Executive Vice President and Member of Group Executive Committee, Clermont Ferrand, France (2019-2025), • Chairman and President of Michelin North America, Greenville, SC • Executive Vice President and Chief Operating Officer, Greenville, SC • Senior Vice President Asia Pacific, Singapore • Various Executive positions in Europe and North America Ralston Purina Company / Ralcorp Holdings (Consumer products and pet food manufacturer) St. Louis, MO • Various management positions in cereals, snacks and pet food | Qualifications Mr. Clark’s extensive executive leadership experience at Michelin Group with responsibilities for the company’s largest global business segments and geographic markets provides valuable knowledge of European markets which are important to Sonoco’s continued operational and future growth, as well as valuable diverse consumer goods experience. Committees • Audit • Executive Compensation |

  10. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | R. HOWARD COKER | | | | Age 62 Board member since 2020 | Career Highlights Sonoco Products Company • President, Chief Executive Officer and Director (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, extensive experience, deep connection within the organization, and his leadership style and vision for the Company have been proven over his 40 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 |

  11. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | DR. PAMELA L. DAVIES | | | | Age 68 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 (2010-2024) | 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 |

  12. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | THERESA J. DREW | | | | Age 67 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, 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 Ms. Drew has forty years of accounting and consulting 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 |

  13. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | PHILIPPE GUILLEMOT | | | | Age 65 Board member since 2017 INDEPENDENT | Career Highlights Vallourec SA (manufacturer of premium tubular solutions for energy markets and demanding industrial applications), Meudon, France • Chairman of the Board and Chief Executive Officer (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 Group • 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, in particular following our 2024 acquisition of Eviosys. Committees • Employee and Public Responsibility • Financial Policy |

  14. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | JOHN R. HALEY Chairman of the Board since 2019 | | | | Age 63 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. Committees • Executive (Chair) |

  15. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | ROBERT R. HILL JR. Lead Independent Director since 2022 | | | | Age 58 Board member since 2019 INDEPENDENT | Career Highlights South State Corporation (regional, nationally chartered banking company with offices across the southeastern United States) • Executive Chairman (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 |

  16. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | ELENI ISTAVRIDIS | | | | Age 67 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 |

  17. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | RICHARD G. KYLE | | | | Age 59 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 (2014-2024, retirement) • 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) |

  18. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | BLYTHE J. McGARVIE | | | | Age 68 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) |

  19. DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

    | THOMAS E. WHIDDON | | | | Age 72 Board member since 2001 INDEPENDENT | Career Highlights Berkshire Partners, LLC (private equity firm), Boston, MA • 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 |

  20. 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.

  21. DIRECTOR COMPENSATION

    | 2024 Quarterly Director Compensation | Additional Cash Compensation | | | | Quarterly Retainers | 2024 | | | | | | | Chairman of the Board | $37,500 | | | Lead Independent Director | 7,500 | | | Committee Chairs: | | | | • Audit | 6,250 | | | • Executive Compensation | 5,000 | | | • Corporate Governance and Nominating, Financial Policy, and Employee and Public Responsibility | 4,375 |

  22. DIRECTOR COMPENSATION

    For 2024, non-employee directors received a quarterly cash retainer of $27,500 and a quarterly equity retainer of deferred stock equivalent units valued at $36,250 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. 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 in 2024 as follows: 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. 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 2024, the interest rate was 5.273%. 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.

  23. 2024 DIRECTOR COMPENSATION TABLE

    2024 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 2024.

  24. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | John R. Haley | 0 | $405,000 | $405,000 | | Steven L. Boyd | $110,000 | 145,000 | 255,000 | | Pamela L. Davies | 127,500 | 145,000 | 272,500 | | Theresa J. Drew | 135,000 | 145,000 | 280,000 | | Philippe Guillemot | 110,000 | 145,000 | 255,000 | | Robert R. Hill, Jr. | 157,500 | 145,000 | 302,500 | | Eleni Istavridis | 110,000 | 145,000 | 255,000 | | Richard G. Kyle | 130,000 | 145,000 | 275,000 | | Blythe J. McGarvie | 127,500 | 145,000 | 272,500 | | Thomas E. Whiddon | 110,000 | 145,000 | 255,000 |

  25. 2024 DIRECTOR COMPENSATION TABLE

    (1) Mr. Haley elected to defer his Chairman of the Board fees of $150,000 and cash retainer of $110,000 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 13 to Sonoco’s consolidated financial statements for the year ended December 31, 2024, which are included in the Annual Report on Form 10-K filed with the SEC on February 28, 2025. The table below shows the amount of 2024 compensation deferred for each director into Sonoco Stock Equivalent Units and the payout schedule elected.

  26. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Deferred into Equivalent Stock Units(1) ($) | Payout Schedule Election in Years | | John R. Haley(2) | $405,000 | 5 | | Steven L. Boyd | 145,000 | 3 | | Pamela L. Davies | 145,000 | 1 | | Theresa J. Drew | 145,000 | 1 | | Philippe Guillemot | 145,000 | 1 | | Robert R. Hill, Jr. | 145,000 | 3 | | Eleni Istavridis | 145,000 | 5 | | Richard G. Kyle | 145,000 | 5 | | Blythe J. McGarvie | 145,000 | 1 | | Thomas E. Whiddon | 145,000 | 1 |

  27. 2024 DIRECTOR COMPENSATION TABLE

    (1) Mandatory deferrals of stock awards of $36,250 were made on January 2, 2024, April 1, 2024, July 1, 2024, and October 1, 2024. Mr. Haley elected to defer his Executive Chairman fees of $150,000 and cash retainer of $110,000 into deferred stock equivalent units.

  28. Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2024 Fiscal Year-end

    Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2024 Fiscal Year-end

  29. Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2024 Fiscal Year-end

    | | Fees Deferred into Equivalent Stock Units | | | Name | Shares (#) | Value(1) ($) | | John R. Haley | 66,752 | $3,260,825 | | Steven L. Boyd | 5,302 | 258,979 | | Pamela L. Davies | 60,071 | 2,934,475 | | Theresa J. Drew | 15,721 | 767,948 | | Philippe Guillemot | 22,625 | 1,105,220 | | Robert R. Hill, Jr. | 22,174 | 1,083,177 | | Eleni Istavridis | 10,138 | 495,241 | | Richard G. Kyle | 23,775 | 1,161,423 | | Blythe J. McGarvie | 27,238 | 1,330,585 | | Thomas E. Whiddon | 60,071 | 2,934,469 |

  30. Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2024 Fiscal Year-end

    (1) Based on the December 31, 2024 closing price of $48.85 per share, which was the last trading day of the fiscal year.

  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 the “Peer Group.” The Peer Group companies have revenues, assets and market capitalization within approved ranges as compared to those of Sonoco. Specifically, the 2024 Peer Group companies, each of which had assets, revenues, and market capitalizations 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 2024, FW Cook • conducted a competitive compensation review of Sonoco’s NEOs compared to the Peer Group’s NEOs, • analyzed the Company’s use of share-based compensation compared to the Peer Group, • provided an update of the compensation trends and regulatory developments, • completed a realized pay analysis compared to our Peer Group, • assisted the Committee in its preparation of the Company’s public filings with regard to executive compensation, and • assisted the Committee with changes to annual and long-term incentive plan designs for executive officers. 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. However, management did not engage any other such compensation consultants. The Committee has assessed the independence of FW Cook pursuant to rules of the Securities and Exchange Commission and the New York Stock Exchange and concluded that FW Cook’s work for the Committee and management, respectively, does not raise 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 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 2024 for any NEO’s annual cash incentives.

  38. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE —Changes to the Performance-based Annual Cash Incentive, Effective 2024 In February 2024, the Committee approved a change to certain metrics applicable to the Performance-based Annual Cash Incentive Plan. The Performance-based Annual Cash Incentive Plan metrics for 2024 were (i) an Adjusted EBITDA metric, and (ii) a measure of Operating Cash Flow, which replaced net working capital, each weighted at 75% and 25%, respectively, and determined as described below. The Committee reviewed a Peer Group analysis provided by FW Cook, which indicated the Peer prevalence of Operating Cash Flow being used as a metric. Additionally, the Committee determined that Operating Cash Flow would be a more effective measurement of the Company’s financial health. It is for those reasons that the Committee decided to move to Operating Cash Flow, in lieu of the prior metric of Net Working Capital Days. For 2024, the Committee established an annual incentive compensation threshold, target, and maximum payout for each NEO, as follows:

  39. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | | Annual Incentive Compensation at Threshold* | Annual Incentive Compensation at Target* | Annual Incentive Compensation at Maximum* | | R. Howard Coker | 62.5% | 125.0% | 250.0% | | 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 | 37.5% | 75.0% | 150.0% |

  40. 2024 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 2024, the Committee considered Adjusted EBITDA, which begins with Adjusted operating profit (“Adjusted 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. Adjusted operating profit and Adjusted EBITDA are non-GAAP financial measures. A reconciliation on how Adjusted operating profit was calculated is provided in Appendix 1. Below is a reconciliation of Adjusted operating profit to Adjusted EBITDA in thousands:

  41. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | 2024 Adjusted Operating profit* | $748,059 | | Depreciation and amortization | 271,435 | | Adjustments related to unbudgeted M&A activity | 3,253 | | Equity in Affliates | 9,588 | | 2024 Adjusted EBITDA | $1,032,335 |

  42. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    * Adjusted operating profit is a Non-GAAP financial measure that excludes tax and interest. Information about how Adjusted operating profit was calculated and is provided in Appendix 1. Below is a reconciliation of GAAP Operating Cash Flow to Adjusted Operating Cash Flow in thousands:

  43. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | 2024 Operating Cash Flow—GAAP | $833,845 | | Adjustments related to unbudgeted M&A activity | (21,997) | | 2024 Adjusted Operating Cash Flow | $811,848 |

  44. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    In 2024, the average net working capital days metric was replaced with an Operating Cash Flow metric. The Committee felt that this change would bring increased attention to cash flow generation. This metric was weighted at 25% of the annual cash incentive plan. All NEOs were assigned the following financial measures and weightings for the 2024 annual cash incentive.

  45. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | Incentive Plan Financial Metrics | Weightings | | Adjusted EBITDA | 75% | | Operating Cash Flow | 25% |

  46. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    The financial measures established for the annual cash incentive plan at the beginning of the year and the actual 2024 performance were as follows:

  47. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | | Threshold | Target | Maximum | Actual 2024 Performance | | Adjusted EBITDA(1) $ in thousands | $968,649 | $1,076,276 | $1,183,904 | $1,032,335 | | Sonoco Operating Cash Flow $ in thousands | 552,000 | 690,000 | 828,000 | 811,848 |

  48. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    (1) 2024 Adjusted EBITDA Target was lower than the 2023 Adjusted EBITDA Target, due to the divestiture of the Protective Solutions Business. Adjusted EBITDA, in thousands for 2024 was $1,032,335, which resulted in this component’s 75% weighting of the annual cash incentive being between threshold and target. Operating Cash Flow for 2024 was $811,848, which resulted in this component’s 25% weighting of the annual cash incentive being between target and maximum. Overall performance of the 2024 Performance-based Annual Cash Incentive Plan was 106.8% of target value. The following table shows the dollar amount of annual cash incentive awarded to each of the NEOs for 2024 after applying the results of the performance measures and weightings mentioned above. The table also includes the percentage of target, the actual percentage of each NEO’s actual base salary paid and the percentage of change from the prior year.

  49. 2024 COMMITTEE ACTIONS—PERFORMANCE-BASED ANNUAL CASH INCENTIVE

    | | Annual Incentive Compensation For 2024 | Percentage of Target | Percentage of Base Salary | Percent Change from Prior Year | | R. Howard Coker | $1,645,511 | 106.8% | 133.5% | | | Robert R. Dillard | 643,737 | 106.8% | 90.7% | | | Rodger D. Fuller | 724,327 | 106.8% | 93.4% | | | John M. Florence, Jr. | 431,477 | 106.8% | 74.7% | | | James A. Harrell, III | 499,849 | 106.8% | 80.1% | |

  50. LONG-TERM EQUITY INCENTIVES

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

  51. LONG-TERM EQUITY INCENTIVES

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

  52. LONG-TERM EQUITY INCENTIVES

    In 2024, long-term equity incentives were awarded under the 2024 Omnibus Incentive Plan, which was approved by Sonoco’s shareholders in 2024 (the “2024 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 other vesting criteria, as applicable. The awards the Committee granted in 2024 under the 2024 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. The actual target number of PCSUs or RSUs for each officer position may be adjusted up or down from the initially established level based on the assessment of individual performance in the past year. 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 2024 Plan as the Committee determines.

  53. LONG-TERM EQUITY INCENTIVES

    | For 2024, 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. | |

  54. 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, 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. The Committee maintained the relative TSR modifier established in prior years for the 2024 PCSUs, which permits an increase in the final amount of PCSUs by 20% if Sonoco’s performance is greater than or equal to the 75th percentile of the S&P Composite 1500 Materials Index and a decrease in the final amount of PCSUs by 20% if Sonoco’s performance is less than or equal to the 25th percentile of the S&P Composite 1500 Materials Index. PCSUs do not have associated voting rights until the underlying shares are issued, and Sonoco 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 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 as an executive officer or in three equal annual grants. Special grant 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.”

  55. 2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES —2024 Annual Grants In February 2024, the Company granted PCSUs and RSUs under the 2024 Plan in connection with the 2024 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:

  56. 2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    | | Total Target Long-Term Equity | Performance Contingent Stock Units | Restricted Stock Units | | R. Howard Coker | $6,800,070 | $4,080,044 | $2,720,027 | | Robert R. Dillard | 2,000,060 | 1,200,022 | 800,039 | | Rodger D. Fuller | 2,000,060 | 1,200,022 | 800,039 | | John M. Florence, Jr. | 1,000,056 | 600,011 | 400,046 | | James A. Harrell, III | 775,024 | 465,019 | 310,005 |

  57. 2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    —PCSUs In February 2024, the Committee approved PCSU grants to Sonoco’s executives, including the NEOs, that are based on achievement of cumulative growth in Adjusted earnings per share (“Adjusted EPS”) and average return on invested capital (“ROIC”) over the three year period from January 1, 2024 to December 31, 2026. The Committee increased the weighting for Adjusted EPS to reflect an increased focus on delivering Shareholder value. Concurrent with this change was a methodology shift in allowable acquisition & divestiture exclusions that were part of the ROIC calculation. Plans prior to 2024 had allowed for any unbudgeted acquisition costs to adjust the ROIC targets for every dollar of capital investment made in acquisitions at an effective rate of 0.15% for every $100 million. This 2024 plan only excludes the impact of any single acquisition or divestiture that has reported trade sales from the previous fiscal year totaling $675 million or more. This is to ensure the plan payouts correlate to the effort and results of the business and are consistent with the original intent of the performance goals. 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 “2024 Grants of Plan based Awards” table.

  58. 2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    | The Committee believes that both elements are critical factors in determining long-term shareholder value. For the 2024 awards, the three-year cumulative growth in Adjusted EPS is weighted 60% and average three-year ROIC is weighted 40%. | |

  59. 2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    These goals are as follows:

  60. 2024 COMMITTEE ACTIONS—LONG-TERM EQUITY INCENTIVES

    | | Weighting | Threshold Vesting | Target Vesting | Maximum Vesting | | Three-Year Cumulative Growth in Adjusted EPS(1) | 60% | -0.7% | 3.5% | 7.4% | | Average Three-Year ROIC(2) | 40% | 10.00% | 11.10% | 12.20% |

  61. 2024 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) Adjusted Earnings per Share Growth Rate (Adjusted EPSGR) is the compounded annual growth rate represented by the cumulative Adjusted EPS (as adjusted to exclude certain items) for the three years of the measurement period, relative to Adjusted EPS for the most recently completed year preceding the grant date. Adjusted EPS is a non-GAAP financial measure. (2) 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. Consistent with the methodology described above. Performance Calculations will exclude the impact of any single acquisition or divestiture that has a reported trade sales from the previous fiscal year totaling $675 million or greater. The 2024-2026 PCSUs also contain 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 2024, the Committee approved time-vested RSU grants to the Company’s executive officers, 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 “2024 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 55% for the other NEOs target total direct compensation, which is consistent with Sonoco’s pay for performance objectives.

  62. RESULTS OF 2022-2024 PCSU PERFORMANCE CYCLE

    RESULTS OF 2022-2024 PCSU PERFORMANCE CYCLE On February 9, 2022, 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 10.18%, which reflects application of the original plan provisions related to capital investments made in acquisitions to the initial target level (10.73%). The target performance for the three-year cumulative BEPS was $15.27. The vesting of these PCSUs was dependent on achieving pre-determined growth levels of average ROIC and cumulative BEPS growth each weighted 50% for the three-year performance period from January 1, 2022, through December 31, 2024. The Company’s actual performance for ROIC was a three-year average of 11.24% and was above the maximum performance under the applicable award terms. The Company achieved a cumulative BEPS of $16.17 for the three-year performance period which is also above the maximum performance. As a result, at the end of 2024, the PCSUs vested at 200% of target. No TSR modifier was applicable to the 2022-2024 PCSUs. The PCSUs that have been earned and have vested are shown in the “2024 Option Exercises and Stock Vested” table.

  63. 2025 COMMITTEE ACTIONS IN CONNECTION WITH CFO TRANSITION

    2025 COMMITTEE ACTIONS IN CONNECTION WITH CFO TRANSITION Effective January 3, 2025, Mr. Robert Dillard separated from his position as the Chief Financial Officer of the Company and Mr. Jerry Cheatham, the Company’s Vice President of Global Finance for the Company’s Industrial Paper Packaging Segment, was appointed to the role of interim Chief Financial Officer. Mr. Cheatham will continue to perform his existing duties as vice president while also serving as interim Chief Financial Officer. As a result of his expanded role, the Committee approved the following adjustments to Mr. Cheatham’s compensation while he is serving as Interim Chief Financial Officer: (i) Mr. Cheatham’s annual base salary was increased to $500,000, and (ii) his threshold, target and maximum payouts under the Company’s Annual Cash Incentive Plan (expressed as a percentage of annual base salary) were increased to 25%, 50% and 100%, respectively. In connection with his separation, Mr. Dillard became eligible to receive the payments applicable under the Company’s Executive Severance Plan upon a qualifying termination. See the section entitled “Potential Benefits Payable Upon Certain Separation Events” for more details.

  64. SEVERANCE AND CHANGE IN CONTROL

    SEVERANCE AND CHANGE IN CONTROL The Company maintains the Sonoco Products Company Change-in-Control Plan (the “CIC 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 Executive Officer Severance Plan (the “Severance Plan”), 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 CIC Plan and the Severance Plan are described in more detail under the “Potential Benefits Payable Upon Certain Separation Events.”

  65. COMPENSATION TABLES

    | (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 | 2024 | $1,233,011 | 0 | $6,829,915 | $1,645,511 | 0 | $399,365 | $10,107,802 | | | 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 | | Robert R. Dillard Former Chief Financial Officer | 2024 | 709,358 | 0 | 2,016,447 | 643,737 | 0 | 149,097 | 3,518,639 | | | 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 | | Rodger D. Fuller Chief Operating Officer | 2024 | 775,359 | 0 | 2,018,812 | 724,327 | 0 | 205,997 | 3,724,494 | | | 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 | | John M. Florence, Jr. General Counsel, Secretary, & Vice President / General Manager–Paper Packaging, North America | 2024 | 577,346 | 0 | 1,014,021 | 431,477 | 0 | 130,151 | 2,152,996 | | | 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 | | James A. Harrell, III President, Global Industrial Paper Packaging Division | 2024 | 624,243 | 0 | 790,171 | 499,849 | 0 | 147,699 | 2,061,962 | | | 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 |

  66. 2024 Grants of Plan-based Awards

    2024 Grants of Plan-based Awards

  67. 2024 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 | 02-20-2024 | $770,632 | $1,541,264 | $3,082,528 | | | | | | | PCSUs | 02-20-2024 | 02-20-2024 | | | | 40,365 | 80,729 | 161,458 | | $4,080,044 | | RSUs(3) | 02-20-2024 | 02-20-2024 | | | | | | | 51,899 | 2,720,027 | | RSUs—DC SERP(4) | 02-20-2024 | 02-20-2024 | | | | | | | 530 | 29,844 | | Robert R. Dillard | | | | | | | | | | | | Annual Cash Incentive | NA | 02-20-2024 | 301,477 | 602,954 | 1,205,909 | | | | | | | PCSUs | 02-20-2024 | 02-20-2024 | | | | 11,872 | 23,744 | 47,488 | | 1,200,022 | | RSUs(3) | 02-20-2024 | 02-20-2024 | | | | | | | 15,265 | 800,039 | | RSUs—DC SERP(4) | 02-20-2024 | 02-20-2024 | | | | | | | 291 | 16,386 | | Rodger D. Fuller | | | | | | | | | | | | Annual Cash Incentive | NA | 02-20-2024 | 339,220 | 678,439 | 1,356,878 | | | | | | | PCSUs | 02-20-2024 | 02-20-2024 | | | | 11,872 | 23,744 | 47,488 | | 1,200,022 | | RSUs(3) | 02-20-2024 | 02-20-2024 | | | | | | | 15,265 | 800,039 | | RSUs—DC SERP(4) | 02-20-2024 | 02-20-2024 | | | | | | | 333 | 18,751 | | John M. Florence, Jr. | | | | | | | | | | | | Annual Cash Incentive | NA | 02-20-2024 | 202,071 | 404,142 | 808,284 | | | | | | | PCSUs | 02-20-2024 | 02-20-2024 | | | | 5,936 | 11,872 | 23,744 | | 600,011 | | RSUs(3) | 02-20-2024 | 02-20-2024 | | | | | | | 7,633 | 400,046 | | RSUs—DC SERP(4) | 02-20-2024 | 02-20-2024 | | | | | | | 248 | 13,965 | | James A. Harrell, III | | | | | | | | | | | | Annual Cash Incentive | NA | 02-20-2024 | 234,091 | 468,182 | 936,365 | | | | | | | PCSUs | 02-20-2024 | 02-20-2024 | | | | 4,601 | 9,201 | 18,402 | | 465,019 | | RSUs(3) | 02-20-2024 | 02-20-2024 | | | | | | | 5,915 | 310,005 | | RSUs—DC SERP(4) | 02-20-2024 | 02-20-2024 | | | | | | | 269 | 15,147 |

  68. 2024 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 2024, 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 2024 under the 2024 Plan which may be earned over a three-year performance period through December 31, 2026. 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 2024 RSU awards, granted under the 2024 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, 2024, which are included in the 2024 Annual Report on Form 10-K, filed with the SEC on February 28, 2025. 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 2024-2026 three-year performance cycle, is: $8,976,096 for Mr. Coker, $2,640,048 for Messrs. Dillard and Fuller, $1,320,024 for Mr. Florence, and $1,023,041 for Mr. Harrell.

  69. Outstanding Equity Awards at 2024 Fiscal Year-end

    Outstanding Equity Awards at 2024 Fiscal Year-end

  70. Outstanding Equity Awards at 2024 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 | | | | | | | | | | | | | 02-20-2024 | | | | | | | | 177,604 | $8,675,946 | | | 02-20-2024 | | | | | | 51,899 | $2,535,266 | | | | | 02-13-2023 | | | | | | | | 163,082 | 7,966,536 | | | 02-13-2023 | | | | | | 32,069 | 1,566,571 | | | | | 02-09-2022 | | | | | | 15,585 | 761,327 | | | | | 02-12-2020(4) | | | | | | 41,517 | 2,028,115 | | | | | 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 | | | | | | | | | | | | | 02-20-2024 | | | | | | | | 52,237 | 2,551,768 | | | 02-20-2024 | | | | | | 15,265 | 745,695 | | | | | 02-13-2023 | | | | | | | | 35,974 | 1,757,349 | | | 02-13-2023 | | | | | | 7,074 | 345,565 | | | | | 06-15-2022(5) | | | | | | 10,941 | 534,468 | | | | | 02-09-2022 | | | | | | 1,268 | 61,942 | | | | | 11-01-2020(6) | | | | | | 1,176 | 57,467 | | | | | 02-13-2019 | 3,013 | | 0 | 60.77 | 02-13-2029 | | | | | | Rodger D. Fuller | | | | | | | | | | | | | 02-20-2024 | | | | | | | | 52,237 | 2,551,768 | | | 02-20-2024 | | | | | | 15,265 | 745,695 | | | | | 02-13-2023 | | | | | | | | 47,967 | 2,343,168 | | | 02-13-2023 | | | | | | 9,433 | 460,802 | | | | | 02-09-2022 | | | | | | 4,688 | 229,009 | | | | | 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. | | | | | | | | | | | | | 02-20-2024 | | | | | | | | 26,118 | 1,275,884 | | | 02-20-2024 | | | | | | 7,633 | 372,872 | | | | | 02-13-2023 | | | | | | | | 23,984 | 1,171,638 | | | 02-13-2023 | | | | | | 4,717 | 230,425 | | | | | 02-09-2022 | | | | | | 2,535 | 123,835 | | | | | 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 | | | | | | | | | | | | | 02-20-2024 | | | | | | | | 20,242 | 988,831 | | | 02-20-2024 | | | | | | 5,915 | 288,948 | | | | | 02-13-2023 | | | | | | | | 18,588 | 908,014 | | | 02-13-2023 | | | | | | 3,655 | 178,547 | | | | | 02-09-2022 | | | | | | 1,901 | 92,864 | | | | | 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 2024 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 6): Values of RSUs shown in column (h) and PCSUs shown in column (j) are based on the December 31, 2024 closing price of $48.85. (3) PCSUs granted February 20, 2024 are represented as the number of maximum PCSUs that will vest on December 31, 2026, 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 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. (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 subject to Mr. Coker's continued service. 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 were originally scheduled to vest at the end of the five-year time-based restriction if Mr. Dillard were still employed by the Company. These RSUs were forfeited due to Mr. Dillard’s termination. 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 vested with respect to 1/3 on each of the third, and fourth anniversaries of the grant date subject to Mr. Dillard remaining employed by the Company. The final tranche of the award will vest on the originally scheduled vesting date pursuant to the terms of Mr. Dillard’s separation agreement. 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. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information about SSARs exercised by NEOs in 2024 and about RSUs and PCSUs that vested in 2024.

  73. 2024 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 | | | 40,342 | $2,276,787 | 142,088 | $6,940,999 | | Robert R. Dillard | | | 7,652 | 421,679 | 11,552 | 564,315 | | Rodger D. Fuller | | | 13,082 | 738,935 | 42,742 | 2,087,947 | | John M. Florence, Jr. | | | 6,784 | 383,307 | 23,104 | 1,128,630 | | James A. Harrell, III | | | 4,706 | 265,649 | 17,328 | 846,473 |

  74. 2024 Option Exercises and Stock Vested

    (1) The amounts reflect the number of units that vested during the fiscal year. Messrs. Dillard and Florence deferred 2,172 shares and 6,784 shares respectively, these shares are deferred pursuant to the Company’s deferral policy applicable to special RSU grants. Settlement of these shares will 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 2022-2024 long-term incentive performance period that ended on December 31, 2024. Performance criteria for the 2022-2024 performance cycle vested at 200.0% of target PCSUs. Mr. Florence elected to defer 23,104 shares with 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, 2024, for reasons other than death, Mr. Fuller would have received the DB SERP benefit in three equal installment payments of $443,787 In the event of his death, his spouse would receive three equal installment payments of $574,888. 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. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  77. 2024 Nonqualified Deferred Compensation

    | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in 2024(1)(2) ($) | Registrant Contributions in 2024(2) ($) | Aggregate Earnings in 2024(2)(3) ($) | Aggregate Withdrawals/ Distributions in 2024 ($) | Aggregate Balance at End of 2024(2)(4) ($) | | R. Howard Coker | | | | | | | DC Restoration | 0 | $95,857 | $110,817 | 0 | $1,295,000 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | (287,140) | 0 | 2,815,807 | | DCSERP (Deferred Cash) | 0 | 215,889 | 57,703 | 0 | 1,644,859 | | DCSERP (Deferred Stock) | 0 | 29,810 | (29,145) | 0 | 493,312 | | Robert R. Dillard | | | | | | | DC Restoration | 0 | 21,630 | 42,388 | 0 | 319,086 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | (35,799) | 0 | 312,366 | | DCSERP (Deferred Cash) | 0 | 101,482 | 8,904 | 0 | 322,028 | | DCSERP (Deferred Stock) | 0 | 16,374 | 9,371 | 0 | 60,911 | | Rodger D. Fuller | | | | | | | DC Restoration | 0 | 50,092 | 89,811 | 0 | 1,176,462 | | NQDC—Deferred PCSUs/RSUs | 0 | 0 | 0 | 0 | 0 | | DCSERP (Deferred Cash) | 0 | 112,476 | 18,530 | 0 | 571,275 | | DCSERP (Deferred Stock) | 0 | 18,745 | 2,392 | 0 | 126,502 | | John M. Florence, Jr. | | | | | | | DC Restoration | 0 | 30,291 | 40,403 | 0 | 405,572 | | NQDC—Deferred PCSUs/RSUs | $1,511,937 | 0 | (233,714) | 0 | 3,009,746 | | DCSERP (Deferred Cash) | 0 | 75,662 | 15,863 | 0 | 468,596 | | DCSERP (Deferred Stock) | 0 | 13,958 | 1,087 | 0 | 112,839 | | James A. Harrell, III | | | | | | | DC Restoration | 0 | 34,980 | 53,235 | 0 | 617,707 | | Deferred PCSUs/RSUs | 0 | 0 | (73,357) | 0 | 719,321 | | DCSERP (Deferred Cash) | 0 | 84,307 | 34,886 | 0 | 948,290 | | DCSERP (Deferred Stock) | 0 | 15,092 | (21,610) | 0 | 310,129 |

  78. 2024 Nonqualified Deferred Compensation

    Includes aggregate amount of deferred cash and equity compensation contributed by the NEOs in 2024. 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 $114,071, his 2022 RSU grant, the amount of which is equal to $140,040, his 2023 RSU grant, the amount of which is equal to $129,196, and his 2022 PCSU grant, the amount of which is equal to $1,128,630, 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. The following table shows contributions, earnings and the aggregate balance at the end of 2024 that are reported in the “Summary Compensation Table” or were reported in the Summary Compensation Table in previous years

  79. 2024 Nonqualified Deferred Compensation

    | Name | Amounts in column (b) above reported in the 2024 Summary Compensation Table | Amounts in column (c) above reported in the 2024 Summary Compensation Table | Amounts in column (d) above reported in the 2024 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 | $341,556 | 0 | $4,256,440 | $3,309,119 | | Robert R. Dillard | 0 | 139,486 | 0 | 466,205 | 373,278 | | Rodger D. Fuller | 0 | 181,314 | 0 | 1,055,809 | 126,502 | | John M. Florence, Jr. | 0 | 119,911 | 0 | 2,487,692 | 3,122,585 | | James A. Harrell, III | 0 | 134,379 | 0 | 719,405 | 1,029,450 |

  80. 2024 Nonqualified Deferred Compensation

    (3) 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 $48.85 on December 31, 2024. Values also reflect any required Social Security taxes on shares that vested in 2024. 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, 2024.

  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, 2024, are set forth in column (f) of the “2024 Nonqualified Deferred Compensation” table. The DC SERP amounts in this table are forfeited upon separation from service unless vested. As of December 31, 2024, 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 “2024 Nonqualified Deferred Compensation” table.

  83. CFO Transition

    CFO Transition On January 3, 2025, Mr. Dillard separated from his position with the Company as Chief Financial Officer. Since the Board determined this to be a termination without “cause” as defined under the Company’s Severance Plan, Mr. Dillard became eligible to receive treatment under such plan. In particular, Mr. Dillard will receive continued monthly salary and vesting of his time and performance-based equity awards for a period of 12 months following his separation date, subject to actual achievement (as applicable). All other outstanding unvested PCSUs, RSUs, and DC SERP that had been scheduled to vest after January 2, 2026, would be forfeited. In addition, Mr. Dillard will continue to receive Company-paid term life insurance coverage until July 3, 2025, and Company reimbursement of active employee rates paid by Mr. Dillard for coverage under the Company’s group health plan for Mr. Dillard and his dependents for up to 12 months following his separation date. Upon his separation, Mr. Dillard also became entitled to the benefits under the Company’s nonqualified deferred compensation plans under the terms and on the payment schedules of the plans as discussed under “2024 Nonqualified Deferred Compensation”. Mr. Dillard’s receipt of the foregoing payments and benefits were subject to Mr. Dillard’s execution of a general release of claims and remain subject to his continued compliance with certain restrictive covenants. This section will detail the NEO treatment of compensation and benefits in certain cases of separation.

  84. CFO Transition

    | | Voluntary(1) or Involuntary for Cause | Retirement(2) | Involuntary Not for Cause | Qualifying Termination in connection with 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 separation 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. | Assumed PCSUs are deemed achieved at the greater of target or actual performance as of the effective time of the CIC. PCSUs will continue to vest through the remainder of the performance period based solely on continued service only. Accelerated vesting upon a qualifying 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. CFO Transition

    | | Voluntary(1) or Involuntary for Cause | Retirement(2) | Involuntary Not for Cause | Qualifying Termination in connection with 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 dependents 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. CFO Transition

    (1) Not Retirement eligible (2) Retirement is defined as age 60 or older with a minimum of 5 Years of Service (3) Accelerated vesting triggered by a not for cause termination or a good reason resignation within 2 years from of a Change-in-Control, or a failure of any successor entity to assume outstanding equity awards. Awards will be settled in compliance with Section 409A. 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, 2024, including a change in control of the Company. Values of PCSUs and RSUs are based on the closing price of Sonoco stock of $48.85 on December 31, 2024. 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 “2024 Pension Benefits” table; or The amounts payable under deferred compensation plans that are disclosed in the “2024 Nonqualified Deferred Compensation Plan” table.

  87. CFO Transition

    | 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 | $2,496,312 | $7,020,878 | 0 | 0 | | Unvested PCSUs(1) | 0 | $3,732,139 | 4,938,089 | 7,564,764 | $3,732,139 | $3,732,139 | | Unvested RSUs(2) | 0 | 2,089,160 | 4,397,633 | 6,843,520 | 6,843,520 | 6,843,520 | | Company pay healthcare premiums | 0 | 0 | 13,249 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | 0 | 8,437 | 8,437 | 0 | 0 | 3,500,000 | | Robert R. Dillard(4) | | | | | | | | Cash Severance | 0 | 0 | 718,068 | 2,656,852 | 0 | 0 | | Unvested PCSUs(1) | 0 | 0 | 798,795 | 1,958,690 | 920,110 | 920,110 | | Unvested RSUs(2) | 0 | 0 | 506,926 | 1,434,583 | 1,434,583 | 1,434,583 | | Company pay healthcare premiums | 0 | 0 | 18,269 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | 0 | 2,643 | 2,643 | 0 | 0 | 1,750,000 | | Rodger D. Fuller | | | | | | | | Cash Severance | 0 | 0 | 784,884 | 2,943,315 | 0 | 0 | | Unvested PCSUs(1) | 0 | 1,097,712 | 1,452,414 | 2,224,971 | 1,097,712 | 1,097,712 | | Unvested RSUs(2) | 0 | 619,033 | 702,023 | 1,435,506 | 1,435,506 | 1,435,506 | | Company pay healthcare premiums | 0 | 0 | 13,249 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | 0 | 3,811 | 3,811 | 0 | 0 | 2,000,000 | | John M. Florence, Jr. | | | | | | | | Cash Severance | 0 | 0 | 584,436 | 1,987,082 | 0 | 0 | | Unvested PCSUs(1) | 0 | 0 | 532,563 | 1,112,510 | 548,872 | 548,872 | | Unvested RSUs(2) | 0 | 0 | 360,318 | 727,132 | 727,132 | 727,132 | | Company pay healthcare premiums | 0 | 0 | 18,269 | 0 | 0 | -0- | | Executive Life Insurance Plan Lump Sum(3) | 0 | 1,750 | 1,750 | 0 | 0 | 1,250,000 | | James A. Harrell, III | | | | | | | | Cash Severance | 0 | 0 | 631,908 | 1,658,759 | 0 | 0 | | Unvested PCSUs(1) | 0 | 425,378 | 562,830 | 862,203 | 425,378 | 425,378 | | Unvested RSUs(2) | 0 | 243,520 | 276,100 | 560,358 | 560,358 | 560,358 | | Company pay healthcare premiums | 0 | 0 | 13,249 | 0 | 0 | 0 | | Executive Life Insurance Plan Lump Sum(3) | 0 | 3,856 | 3,856 | 0 | 0 | 1,750,000 |

  88. CFO Transition

    If a participant is terminated without “Cause” or resigns for “Good Reason” not in connection with a change in control, PCSCUS that would have vested in the 12 months following the termination date, had the participant continued in service, will continue to vest 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. In the event of a change in control, PCSUs will be deemed achieved at the greater of actual or target achievement and subject to service-based vesting. If equity awards are not assumed, or a participant experiences an 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, the PCSUs will become fully vested. 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. If a participant is terminated without “Cause” or resigns for “Good Reason” not in connection with a change in control, the RSUs that would have vested in the 12 months following the termination date, had the participant continued in service, will continue to vest on the regularly scheduled vesting date or, in certain circumstances, on March 15 of the year following the year of termination. If equity awards are not assumed, or a participant experiences an 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, the RSUs will become fully vested; provided that For Mr. Coker the portion of his unvested RSUs associated with awards granted upon becoming the Chief Executive 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 absent Committee approval. (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. (4) Effective January 3, 2025, Mr. Dillard separated from his position as Chief Financial Officer of the Company. For a description of the severance benefits payable to Mr. Dillard, please see the section entitled “—CFO Transition” above.

  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 27,871 as of December 31, 2024 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 $10,121,997. For 2024, the ratio of CEO pay to median employee pay is 160:1. The median employee’s Summary Compensation Table total compensation was $63,079 after including $14,195 in employer-provided health and welfare benefits and $2,763 retirement contributions for the median employee. An amount of $14,195 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 five fiscal years’ total compensation for our Principal Executive Officer (PEO) and 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 Adjusted EBITDA.

  91. PAY VERSUS PERFORMANCE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Year | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation actually paid to First PEO(3)(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: | | Net Income (000s) | Adjusted EBITDA(7) (000s) | | | | | | | | | TSR(5) | Peer Group TSR(6) | | | | 2024 | $10,107,802 | | $7,899,237 | | $2,864,523 | $2,438,687 | 93.63 | 136.68 | $163,940 | $1,032,335 | | 2023 | 8,538,593 | | 4,755,985 | | 2,178,332 | 1,898,091 | 103.03 | 118.91 | 474,901 | 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. (3) The Other NEO’s for each applicable year are:

  93. PAY VERSUS PERFORMANCE

    | Year | Non-CEO NEOs | | 2024 | Robert R. Dillard, Rodger D. Fuller, John M. Florence, Jr., James A. Harrell, III | | 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, III, Julie C. Albrecht | | 2021 | Julie C. Albrecht, Rodger D. Fuller, John M. Florence, Jr., Jeffrey 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 | | 2024 | First PEO | $10,107,802 | ($ | 6,829,915) | 0 | 0 | $5,100,276 | $87,804 | $29,844 | ($ | 670,572) | 0 | $73,998 | $7,899,237 | | | Avg NEO | 2,864,523 | | (1,459,863) | 0 | 0 | 1,082,898 | 43,552 | 8,475 | | (112,060) | 0 | 11,162 | 2,438,687 | | 2023 | First PEO | 8,538,593 | | (6,876,983) | 0 | 0 | 3,929,476 | (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 | 10,779,310 | 581,110 | 55,444 | | 1,205,478 | 0 | 74,552 | 16,284,414 | | | Avg NEO | 2,725,992 | | (1,256,896) | 0 | 0 | 1,845,761 | 144,056 | 18,035 | | 484,261 | (708,330) | 1,186 | 3,254,066 | | 2021 | First PEO | 6,618,454 | | (4,038,338) | 0 | 0 | 6,190,510 | 996,078 | 38,276 | | (22,559) | 0 | 60,727 | 9,843,147 | | | Avg NEO | 2,476,273 | | (1,141,733) | 0 | 0 | 1,731,454 | 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 | 734,432 | (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 five fiscal years ended December 31, 2024, assuming 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, 2024. Adjusted EBITDA is a non-GAAP financial measure which begins with Adjusted 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. Adjusted operating profit and Adjusted EBITDA are non-GAAP financial measures. A reconciliation on how Adjusted operating profit was calculated is provided in Appendix 1. As described in greater detail in “Executive Compensation—Compensation Discussion and Analysis,” Adjusted 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 five years presented in the table. 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 55% 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.

  99. 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 growth in the years 2020 and 2024. 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 Adjusted EBITDA, which the Company uses when setting goals for the Company’s Performance-based Annual Cash Incentive program.

  100. COMPENSATION ACTUALLY PAID VERSUS ADJUSTED EBITDA

    COMPENSATION ACTUALLY PAID VERSUS ADJUSTED 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 Adjusted EBITDA over the five years presented in the table. As described above, Adjusted EBITDA, which begins with Adjusted operating profit (“Adjusted 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. Information on how Adjusted Operating Profit is calculated can be found in the section “Executive Compensation—Compensation Discussion and Analysis” in Appendix 1. While the Company uses numerous financial performance measures for the purpose of evaluating performance, the Company has determined that Adjusted 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 16% 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 decrease in Adjusted EBITDA in 2021 was primarily driven by the divestiture of the Display and Packaging business. Adjusted EBITDA was negatively impacted by lower overall volumes and unfavorable metal price overlap. This was partially offset by favorable productivity and acquisitions.

  101. 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 five 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 2024, all of which are valued based on the fair value as determined on the date of grant.

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

    CEO: SUMMARY COMPENSATION TABLE VS. COMPENSATION ACTUALLY PAID

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

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

  104. 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 | | |

  105. 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.”

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

    | PROPOSAL 4 | | The Board of Directors recommends that you vote AGAINST the advisory (non-binding) shareholder proposal regarding transparency in political spending. | | ADVISORY (NON-BINDING) SHAREHOLDER PROPOSAL REGARDING TRANSPARENCY IN POLITICAL SPENDING | | |

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

    Sonoco has been advised that John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has indicated that he is a beneficial owner of 70 shares of Sonoco’s common stock, intends to submit the following proposal at the Annual Meeting. The below text and graphic were provided by Mr. Chevedden for inclusion in this Proxy Statement. In accordance with the proxy regulations of the SEC, the shareholder proposal and the accompanying supporting statement are included exactly as submitted to the Company by the proponent of the proposal. The Company is not responsible for the content of this shareholder proposal or its supporting statement.