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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Sonoco Products Company

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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2023

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND PROXY STATEMENT

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SONOCO PRODUCTS COMPANY
1 North Second Street
Hartsville, South Carolina 29550 US

LETTER FROM THE CHAIRMAN
OF OUR BOARD

TO OUR SHAREHOLDERS:

You are cordially invited to attend our Annual Meeting of Shareholders to be held at the Watson Theater, Coker University, 104 Campus Drive, Hartsville, South Carolina, on Wednesday, April 19, 2023, at 11:00 a.m. (Eastern Time).

We have enclosed a Notice of 2023 Annual Meeting of Shareholders and Proxy Statement that cover the details of matters to be presented at the meeting.

In addition to acting on the matters listed in the Notice of Annual Meeting of Shareholders, we will discuss the Company’s progress and you will be given an opportunity to ask questions of general interest to all shareholders.

We have also enclosed a copy of our 2022 Annual Report, which reviews the Company’s events of the past year and discusses strategy and the outlook for the future (or we delivered one copy of the Annual Report for all shareholders at your address).

We hope that you will come to the 2023 Annual Meeting of Shareholders in person; however, even if you plan to attend, we strongly encourage you to complete the enclosed proxy card or voting instruction form and return it in the enclosed business reply envelope. If you are a shareholder of record, you can also vote by telephone (if you live in the United States) or via the Internet. Instructions are shown on your proxy card. If you are a shareholder of record and for any reason you desire to revoke your proxy, you can do so at any time before the voting. Your vote is important and is greatly appreciated.

JOHN R. HALEY
Chairman

March 17, 2023

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SONOCO PRODUCTS COMPANY
1 North Second Street
Hartsville, South Carolina 29550 US

NOTICE OF 2023 ANNUAL MEETING
OF SHAREHOLDERS

MEETING INFORMATION

Date and Time

Place

Record Date

Live Audio Cast
and Replay

Wednesday, April 19, 2023
11:00 a.m. Eastern Time

Watson Theater, Coker University 104 Campus Drive Hartsville, South Carolina

February 22, 2023
at close of business

investor.sonoco.com

BALLOT PROPOSALS

Items of Business		Board Recommendation		See Page
1	Proposal 1—Election of 11 Directors		FOR all 11 nominees for director	12
2	Proposal 2—Ratification of Independent Registered Public Accounting Firm		FOR	33
3	Proposal 3—Advisory (Non-binding) Vote on Executive Compensation		FOR	78
4	Proposal 4—Advisory (Non-binding) Vote on the Frequency of the Vote on Executive Compensation		FOR every ONE YEAR	79
5	Proposal 5—Advisory (Non-binding) Shareholder Proposal Regarding Special Shareholder Meeting Improvement		AGAINST	80
	To transact any other business that properly comes before the meeting and at any adjournment or postponement of the meeting

VOTING

VOTE YOUR PROXY NOW	Telephone	Internet	Mail
SHAREHOLDERS OF RECORD (Shares registered with Sonoco at Continental Stock Transfer & Trust)	(866) 894-0536	www.cstproxyvote.com	Sign, date, and mail the enclosed proxy card
BENEFICIAL OWNERS (Shares held with a bank or broker)	See the enclosed voting instruction form	See the enclosed voting instruction form	Sign, date, and mail the enclosed voting instruction form

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NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS

The enclosed proxy materials are being mailed on or about March 17, 2023, in connection with the solicitation by the Board of Directors of Sonoco Products Company of proxies to be used at the Annual Meeting of Shareholders. We have enclosed a copy of the 2022 Annual Report or we have delivered a single copy of the Annual Report for all shareholders at your address. The Annual Report is not part of the proxy soliciting material.

It is important that your shares be represented and voted at the Annual Meeting of Shareholders. If you were a shareholder of record at the close of business on February 22, 2023, you can vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card or voting instruction card if you requested paper proxy materials. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. You can revoke a proxy at any time prior to its exercise at the Annual Meeting of Shareholders by following the instructions in the proxy statement.

As a shareholder of record, you can elect to receive future Annual Reports and Proxy Statements electronically. Instructions are provided on the voting site if you vote via the Internet. Instructions also are provided if you electronically access your shareholder account, and you are not already receiving your Annual Meeting materials electronically. If you select electronic receipt, you will be notified via email by Continental Stock Transfer and Trust Company, our transfer agent, as to when the information will be available for your access. Your election to receive information electronically will remain in effect until you notify Continental Stock Transfer and Trust Company in writing (to Sonoco Products Company, c/o Continental Stock Transfer and Trust Company, 1 State Street Plaza, 30th Floor, New York, NY 10004 US) or by telephone (at 866-509-5584) that you wish to resume paper delivery by mail of these materials. If you own Sonoco shares through a broker, bank, or other nominee, please contact that institution regarding instructions about receiving Annual Meeting materials and other financial information electronically.

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By order of the Board of Directors,

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JOHN M. FLORENCE, JR.
General Counsel & Secretary

		ELECTRONIC ACCESS TO ANNUAL MEETING MATERIALS			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON APRIL 19, 2023
					Sonoco’s 2022 Annual Report and 2023 Proxy Statement are available via the Internet at http://www.cstproxy.com/sonoco/2023

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TABLE
OF CONTENTS

	1			COMPANY OVERVIEW
	1			Who We Are
	1			Our Strategy
	2			2022 Results
	2			Commitment to Sustainability
	9			BOARD OF DIRECTORS AND BOARD MATTERS
	9			Board Attributes and Diversity
	11			Director Nominee Summary
	12			Proposal 1—Election of Directors
	12			Director Biographies and Qualifications
	18			Director Nomination Process
	18			Director Independence Policies
	19			Board Meetings and Committees of the Board
	22			Compensation Committee Interlocks and Insider Participation
	22			Director Compensation
	25			Director Stock Ownership Guidelines
	25			Delinquent Section 16(a) Reports
	26			CORPORATE GOVERNANCE
	26			Corporate Governance Guidelines
	26			Code of Business Conduct and Ethics
	26			Environment, Social and Governance Oversight
	26			Annual Performance Evaluation of the Board
	26			Majority Withheld—Director Resignation Policy
	27			Board Leadership Structure, Executive Sessions of Non-management Directors and Lead Director
	27			Proxy Access By-Law
	28			Communications with the Board of Directors
	28			The Board’s Role in the Risk Management Process
	29			Related Party Transactions and Policy
	31			SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
	32			Security Ownership of Certain Beneficial Owners

	33			AUDIT MATTERS
	33			Proposal 2—Ratification of Independent Registered Public Accounting Firm
	33			Independent Registered Public Accounting Firm
	34			Audit Committee Report
	36			EXECUTIVE COMPENSATION
	36			Compensation Discussion and Analysis
	51			Compensation Committee Report
	51			Compensation Risk Review
	52			Compensation Tables
	70			Pay Ratio
	70			Pay Versus Performance
	78			Proposal 3—Advisory (Non-Binding) Vote to Approve Executive Compensation

	79			Proposal 4—Advisory (Non-Binding) Vote on the Frequency of the Advisory (Non-Binding) Vote on Executive Compensation
	80			SHAREHOLDER PROPOSAL
	80			Proposal 5—Shareholder Proposal Regarding Special Shareholder Meeting Improvement
	81			Statement in Opposition to the Shareholder Proposal
	83			INFORMATION CONCERNING THE SOLICITATION
	86			ADDITIONAL INFORMATION
	86			Incorporation by Reference
	86			Shareholder Proposals for the Next Annual Meeting
	86			Delivery of Documents to Shareholders Sharing an Address
	87			Other Matters
	A-1			APPENDIX 1

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COMPANY
OVERVIEW

WHO WE ARE

	Founded in 1899, Sonoco (NYSE: SON) is a global provider of highly engineered and sustainable packaging products. With net sales of approximately $7.3 billion in 2022, the Company has approximately 22,000 employees working in more than 300 operations around the world, serving some of the world’s best-known brands. With our corporate purpose of Better Packaging. Better Life., Sonoco is committed to creating sustainable products and a better world for our customers, employees, and communities. The Company ranked first in the Packaging sector on Fortune’s World’s Most Admired Companies for 2022 as well as being included in Barron’s 100 Most Sustainable Companies for the fourth consecutive year. For more information on the Company, visit our website at sonoco.com.

OUR STRATEGY

Sonoco provides products and services to our customers in two reportable segments: Consumer Packaging and Industrial Paper Packaging. The Consumer segment provides customers with a variety of food and household packaging products through our rigid packaging products (paper, metal, and plastic containers) as well as flexible packaging products (plastic and paper). Our Industrial segment provides high grade paper products and converting services to a number of customers in the consumer staple, consumer durables, and industrial markets. Sonoco’s paper products are provided from 100% recycled paper. All Other businesses are focused on specialty packaging in consumer, industrial, and healthcare markets.

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Sonoco has been executing a long-term strategy to invest in areas of our portfolio where we believe we can differentiate and add value to our customers. Through highly engineered products and designs, agile operational programs that provide high quality and flexibility, and efficient business processes that simplify our engagement, our valued customer partnerships are at the forefront of our planning.

To do this, we rely critically on the 22,000 dedicated and talented employees of Sonoco. Collectively, we are focused on operating with discipline while we transform our portfolio into fewer, bigger businesses to align with our customer’s needs and to drive operational and financial results. We are focused on capitalizing on high return investments and accretive acquisitions to better manage our business mix, increase profits, and improve free cash flow generation.

We believe that our continued business transformation strategically positions us to take advantage of long-term, future growth prospects in sustainable packaging. We are committed to investing in our employees, communities, and our customers while continuing to address critical social and environmental issues.

Sonoco 2023 Proxy Statement • 1

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COMPANY OVERVIEW

2022 RESULTS

As we look back, 2022 was a pivotal year for Sonoco and we made significant progress on our focused portfolio strategy, our ESG and sustainability initiatives, and functional excellence programs all while investing in the businesses to drive growth and profitability. Our talented teams executed well in dedication to our customers despite a challenging macro environment.

Base earnings per diluted share is a non-GAAP financial metric. See “Reconciliations of GAAP to non-GAAP Financial Measures” in Appendix 1.

In 2022, we saw strong year-over-year performance in which net sales grew 30% to $7.3B, from the successful integration of the Metal Packaging acquisition and benefits of multi-year efforts in our commercial excellence programs. Base earnings per diluted share* grew 65% to $6.48 from $3.93 in 2021. These results were a record in the 124-year history of Sonoco.

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These results were achieved as we remain centered on our core values of Respect, Teamwork, Service, Integrity, and Accountability that we strive to live day in and day out and our enduring belief that “People build businesses by doing the right thing.”

OUR GUIDING PRINCIPLE

“People build businesses by doing the right thing”

OUR CORE VALUES

RESPECT

TEAMWORK

SERVICE

INTEGRITY

ACCOUNTABILITY

Capital allocation remains the cornerstone of our strategy. We remain focused on improving returns on invested capital through organic investments in core, accretive acquisitions and through further portfolio optimization.

COMMITMENT TO SUSTAINABILITY

At Sonoco, our daily commitment to “Better Packaging. Better Life.” underscores the responsibility we have to create positive, meaningful, and sustainable impacts in the lives of our customers, our employees, our communities, and our planet.

As a leading provider of highly engineered packaging solutions serving consumer and industrial customers, we believe it is of utmost importance to address environmental challenges, such as climate change, based on data-driven scientific criteria. In parallel, Sonoco is committed to building on our people-centered culture to foster a community spirit that upholds our commitment to diversity, equity, and inclusion throughout our internal and external engagements.

2 • Sonoco 2023 Proxy Statement

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COMPANY OVERVIEW

These actions, aligned with our dedication to govern our activities with the highest levels of ethical practices and policies, form the foundation of our environmental, social, and governance (“ESG”) program, which is comprised of five tenets:

OUR ESG PROGRAM

1. GOVERNANCE

2. SUSTAINABLE OPERATIONS

3. SUSTAINABLE PRODUCTS

4. PEOPLE

5. LOCAL

COMMUNITIES

ESG Board Oversight

The Board and its committees work to ensure that ESG principles are integrated into our business strategy in ways that optimize opportunities to make positive impacts while advancing long-term goals. We are committed to conducting our business in a safe, environmentally responsible, and sustainable manner, and in a way that reflects our responsibilities to our stakeholders, which includes our investors, employees, customers, and communities, as well as our environment.

In 2022, we continued to enhance our efforts around driving sustainability strategy and monitoring the effectiveness of our sustainability initiatives. Our Executive Committee is tasked with driving results in these areas given the strategic importance of ESG. Against this backdrop, we have engaged with our internal and external stakeholders on our ESG topics to help further inform our future direction and priorities. The five areas of focus for our ESG program and strategy are: Governance, Sustainable Operations, Sustainable Products, People and Local Communities.

Our five tenets arose from a priority-based approach to ESG disclosure, in line with best practices. Beginning in the winter of 2022, Sonoco completed its updated assessment of ESG priorities. Our analysis of ESG topics included each of the Global Reporting Initiative (“GRI”) Standards, the Task Force on Climate-Related Financial Disclosures (“TCFD”), the 17 United Nations Sustainable Development Goals (“SDGs”), as well as the Sustainability Accounting Standards Board (SASB) Standard.

Since 2009, the Board’s Employee and Public Responsibility Committee has been tasked with the responsibility of overseeing policies, strategies, and programs related to sustainability of our products and operations. Additional information about Sonoco’s sustainability efforts, including our Corporate Responsibility Report, is posted on our website at sonoco.com/sustainability. The information posted on or accessible through our website, including this information, is not incorporated into this Proxy Statement.

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COMPANY OVERVIEW

Governance

				Sonoco is committed to strong governance policies and practices that foster accountability to all our stakeholders. In line with our Guiding Principle of “Doing the Right Thing” and our Core Values, we operate our business with integrity and high ethical standards.
	We have implemented programs to ensure compliance with applicable laws and regulations governing ethical business practices, including our relationships with suppliers, customers and business partners, and our industry. Sonoco’s Corporate Governance Guidelines, along with the Restated Articles of Incorporation and By-Laws, establish a comprehensive framework for the governance of the Company to promote accountability and transparency for our Board of Directors and management team. Our governance policies and practices include: • Board comprised of a majority of independent directors (with nine of 11 directors being independent as set forth by the guidelines of the New York Stock Exchange) • Regular meetings of independent directors without management present • Appointment of a Lead Independent Director with defined and significant responsibilities • New director orientation and continuing director education opportunities provided by the Company • Annual self-evaluations and individual performance reviews of directors • Stock ownership guidelines for directors and executive officers.

We are subject to rigorous controls and audits, and our Board actively oversees our audit and enterprise cybersecurity practices. Our risk management teams ensure compliance with applicable laws and regulations and coordinate with subject-matter experts throughout the business to identify, monitor, and mitigate material risks. We leverage advanced encryption configurations and cybertechnologies on our systems, devices, and third-party connections and review vendor encryption to ensure proper information security safeguards are maintained.

We routinely engage with our stakeholders to better understand their views on ESG matters, carefully considering the feedback we receive and acting when appropriate. For more information, please visit our website at investor.sonoco.com.

Sustainable Operations

				Sonoco believes that in order to achieve our mission of improving the quality of life for people around the world, we must do our part to address global climate change.
	We are committed to advancing our environmental progress by setting ambitious new targets to reduce our global greenhouse gas emissions in line with the Paris Climate Agreement—to limit global temperatures to warming to well-below 2-degrees C above pre-industrial levels. • Sonoco is committed to reducing absolute scope 1 and 2 greenhouse gas emissions by 25% by 2030 from a 2020 base year. • Sonoco is committed to reducing absolute scope 3 greenhouse gas emissions by 13.5% by 2030 by working with our customers and suppliers to develop innovative packaging solutions that reduce packaging waste and improve recyclability.

These targets have been validated by the Science-Based Targets initiative. In addition, we are actively studying necessary operational changes, technology developments and market changes that would be required to achieve net-zero greenhouse gas emissions by 2050.

In addition to Sonoco’s robust ESG operational policies, Sonoco endorses key international human rights standards including the International Labor Organization Declaration on Fundamental Principles and Rights at

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COMPANY OVERVIEW

Work and the United Nations Universal Declaration of Human Rights. Sonoco joined as a participant of the United Nations Global Compact aligning our strategies and operations with universal principles. We also endorse EcoVadis, a provider of sustainability ratings, intelligence and collaborative performance improvement tools for global supply chains.

Sustainable Products

As a leading recycler in the United States, with recycling capabilities across the globe, Sonoco is uniquely positioned to understand the challenges of packaging associated with both the beginning and end of life and as such, is investing in packaging design as well as infrastructure within our own material recovery facilities (MRFs) to expand the slate of packaging that can be successfully collected, sorted and processed for recycling. We are also engaged in partnerships across trade, academia, and our supply chain aimed at driving creative solutions to the challenges around packaging and end of life.

We have developed our EnviroSense® portfolio of more sustainable packaging which includes recyclable packaging, such as paper-based packaging, mono-material flexible packaging, and recyclable thermoformed packaging, among other attributes, including bio-based materials, recycled content, and overall improved environmental footprint versus alternative packages.

People

				Sonoco’s core belief that “People Build Businesses” underlies our efforts to attract, develop and retain talented employees for our global businesses.
	We bring more to packaging than just the package. Our integrated packaging solutions help define brand personalities, create differentiated customer experiences, and enhance the quality of products and the quality of life for people around the world. We depend on our employees to achieve our mission of creating sustainable packaging solutions that: • build our customers’ brands, • enhance the quality of their products, and • improve the quality of life for people around the world. We work towards this goal by establishing a foundation for actions that support: • health and safety, • diversity, equity and inclusion, and • talent development.

Sonoco believes that a strong focus on human capital through the talent we hire and retain is critical to maintaining our competitiveness. This focus on human capital is reinforced through increasing employee awareness and education, communication, and training. Integrity is a hallmark of the Sonoco culture as is evidenced by our long standing Code of Business Conduct. Sonoco’s Board believes that effective human capital management is essential to our success and the Board is actively engaged and involved in talent management and succession planning. The Board oversees and annually reviews leadership development and assessment initiatives, as well as succession plans for our CEO and senior management. Working closely with our CEO and the Chief Human Resources officer, the Board regularly reviews our talent strategy, including making sure we have a strong, diverse, and experienced leadership team and are ensuring a strong pipeline for future leadership.

HEALTH AND SAFETY

We take the health and safety of our employees seriously. Protecting the health and safety of our employees is a top priority, and we are committed to providing a safe working environment for all our associates. We expect each employee to follow our safety standards and protocols.

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COMPANY OVERVIEW

We use global and local incident data along with identifying leading indicators to create program and safety improvement action plans to reduce conditions and behaviors that lead to at-risk situations. Sonoco tracks safety performance indicators with a goal of reducing safety incidents and improving upon the previous year’s performance. Overall injuries in 2022 were slightly up from 2021 but remained lower than 2020 & 2019 despite the effects of acquisitions. Additionally, the number of serious injuries dropped year over year.

To promote the prevention of more significant Life Changing Events, which are injuries or incidents that cause or have the potential to cause permanent disabilities or the loss of life:

•

We continue to engage with outside experts to conduct assessments of high-risk activities and leveraged learnings globally.

•

In addition, we evaluated our safety systems to improve focus and resources. Globally, we achieved completion of 99% of all safety improvement action plans, which are site level improvement plans designed to reduce risk.

•

Finally, our operations leadership worked together to develop a new safety playbook which was implemented globally in 2022 to further train our employees.

Tracking and reporting of Sonoco’s health and safety data increases accountability and provides important insights into processes that need improvement or enhancement. Our focus on continuous improvement of our health and safety practices, as well as training, has resulted in steady improvement of our safety performance.

Other employee wellbeing resources include wellness courses and a variety of online training classes, as well as other programs to promote mental and physical health. We continue to utilize employee feedback and surveys to gather information to best serve our team members. Members of our human resources department annually review benefits to ensure we can meet the well-being of our employees and their families.

DIVERSITY, EQUITY, AND INCLUSION

Our commitment to Diversity, Equity & Inclusion (“DEI”) starts with our goal of developing a workforce that is diverse in background, knowledge, skill and experience. Sonoco engages in efforts aimed at hiring diverse talent, including initiatives focused on gender, underrepresented ethnic groups, LGBT+ individuals, people with disabilities, veterans and others. We have implemented policies and training focused on non-discrimination and harassment prevention. We embrace DEI, which we believe fosters leadership through new ideas and perspectives.

In 2022, we continued the evolution of our DEI strategy and objectives, an ongoing business imperative. As of December 31, 2022, approximately 25.5% of our total work force and 17% of our senior leaders globally identified as female, while approximately 33.2% of our total US work force and 13.6% of our US senior leaders identified as a member of an underrepresented ethnic group. From our global workforce, our employees were located in the

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COMPANY OVERVIEW

following geographic regions: 57% in North America; 18% in Europe, Middle East and Africa; 15% in Latin America; and 10% in Asia Pacific.

In connection with its diversity initiatives, Sonoco periodically requests that its employees and Board members self-identify based on specified diversity categories. The preceding table is based on self-identifications as of December 31, 2022.

We have labor unions in all regions of our operations, and in North America, approximately 12.5% of our employees are represented by unions. We rely on the unique qualities and talents of our employees to help us meet our strategic priorities.

Our Diversity and Inclusion goals are focused on increasing the representation of women and racial minorities into more salaried and senior leadership positions. We are working toward this goal by increasing hiring, focusing on development and promotions, as well as focusing on retention efforts. We made significant progress in talent acquisition during 2022, despite a challenging labor market. In the US, 29% of employee hires were female and 42% were a member of a minority group in 2022.

2022 female new hires

2022 minority new hires

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For the past 10 years, Sonoco’s employees have expanded and improved our Global Diversity, Equity and Inclusion Council (the “DEI Council”), which is chaired by our President and CEO. The DEI Council’s name was changed to reflect the increasing emphasis on driving equity as part of an inclusive employee environment. An important part of our DEI efforts includes Sonoco’s Business Resource Groups, which are groups of employees who support our diversity, equity, and inclusion strategies by leveraging the unique perspectives of their members.

In 2022, we continued to focus DEI Council activities on workforce representation (diversity and equity) and work environment (equity and inclusion) by addressing unconscious bias to promote an environment where diverse backgrounds are appreciated and diverse ideas are heard. In 2022, The DEI Council hosted a global Diversity, Equity & Inclusion Leadership Summit at headquarters in Hartsville, SC with a primary focus of equipping global DEI leaders with tools and information to maximize impact in their region.

We have continued to build our Supplier Diversity program since 2004, integrating diversity and inclusion into our procurement process by laying a strong foundation with key internal and external stakeholders. We developed policies, practices, and procedures to ensure equal opportunity and enable access. As part of the Supplier Diversity Program, progress is reported to the CEO and Executive Committee and DEI Council, which in turn reports to the Employee and Public Responsibility Committee of the Board.

Dedicated Supplier
Diversity program
for

19 years

TALENT DEVELOPMENT

Attracting, developing and retaining talented employees is critical to our success and is an integral part of our human capital strategy. We have created a Global Talent Acquisition and Organization Development team to provide a more holistic approach to managing and enriching the employee lifecycle through continuous training and comprehensive succession planning.

In 2021 and 2022, we significantly expanded Sonoco University, our internal learning resource that offers on-demand webinars, e-learning and in-person learning programs. Sonoco also provides unlimited access to self-directed e-learning courses taught by industry experts with curated learning paths designed for specific professional interests.

In addition, we conduct regular talent succession assessments along with individual performance reviews in which managers provide regular feedback and coaching to assist with the development of our employees, including the use of individual development plans to assist with individual career development.

We are also committed to pay equity and regularly review our compensation model to ensure fair and inclusive pay practices across our business. We offer competitive benefits packages that reflect the needs of our

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COMPANY OVERVIEW

workforce. In the US, we provide medical, dental, and vision benefits, life and disability coverage, education reimbursement, and paid time off. We provide retirement benefits including a 401(k)-match program. In addition to base salary, our employees participate in incentive plans that support our organizational philosophy of pay for performance. Our executive compensation program is designed to align incentives with achievement of the Company’s strategic plan and both short- and long-term operating objectives.

Local Communities

				Through strategic nonprofit partnerships, pro bono work, volunteerism and philanthropy, our corporate responsibility is focused on contributing to the creation of a better world. Going forward, we will continue to partner with nonprofit organizations that work to increase our community initiatives, decrease the number of individuals facing economic barriers, and make our communities reflections of our commitments and Core Values.
				We are focused on making a positive impact in our communities through: • charity and fundraising, • educational sponsorship, and • local community development.

We strengthen our communities by supporting individual employees who volunteer with local community groups and by direct participation in philanthropic initiatives. Our management team believes we have the responsibility and the resources to enable positive change in building a more sustainable, resilient future for those we serve. Recent highlights include:

	2022 PHILANTHROPIC HIGHLIGHTS


	In 2022, the Sonoco Foundation completed a $300,000 multi-year grant to help launch and develop Butler Academy, Hartsville’s first public charter school.			The Sonoco Foundation donated $150,000 to the American Red Cross to Support ongoing disaster recovery programs in South Carolina, disaster relief efforts in the aftermath of the devastation left behind by Hurricane Ian in Florida and the Carolinas, and for humanitarian relief in Eastern Europe resulting from the war in Ukraine.

	We provide approximately $300,000 in financial support to Coker University in Hartsville, South Carolina for academic programs and facility improvements, as well as providing scholarships primarily based on financial need.

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BOARD OF DIRECTORS
AND BOARD MATTERS

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

BOARD ATTRIBUTES AND DIVERSITY

We recognize the importance of refreshing our Board with diverse, experienced leaders. Since the beginning of 2018, the Board has appointed five new members, including four independent directors.

These new members demonstrate the Board’s commitment to refreshment with independent nominees who provide experience and perspective to advance our business strategy. Following our long-standing tradition of having our Chief Executive Officer serve on the Board, Howard Coker, our President and Chief Executive Officer, joined the Board in 2020. We believe this tradition facilitates continuity and effective communication between management and the Board.

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We also believe it is important to have varying degrees of tenure on our Board. We currently have three directors with more than 10 years’ experience, three directors with between five to 10 years’ experience, and five directors with five or fewer years’ experience serving on our Board. During their tenures, our longer serving directors have gained considerable institutional knowledge, which has given them increased knowledge of, and valuable insight into, the Company and its operations. Because our Company’s operations and business structure are relatively complex, we believe continuity of service and the development and retention of institutional knowledge help make our Board more efficient and effective at advising the Company regarding our long- range strategic plans, goals and objectives, as well as any immediate issues. The experience of our more tenured directors provides historical perspective and context relating to our strengths and weaknesses, while periodic Board refreshment allows our Board the opportunity to consider new ideas, perspectives and processes. Our By-laws provide for retirement at age 75.

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BOARD OF DIRECTORS AND BOARD MATTERS

Long-standing Commitment to Board Diversity

We are very intentional about our long-standing commitment to gender, racial, and cultural board diversity and independence. 45% of our Board members are women or come from a diverse background. For well over two decades, our Board has included directors from diverse gender, racial, and cultural backgrounds. In addition, we seek geographic diversity in our directors. Most of our directors live outside South Carolina and one director lives in Europe, where the Company generated approximately 13% of its revenues in 2022.

We believe maintaining diversity of backgrounds, identities, and geographies helps bring increased global business perspectives to our Board.

Board Skill Set Diversity

We also consider diversity of a potential director’s skill sets and business and personal experience, and we have historically selected directors with business backgrounds from global manufacturing and professional services such as accounting, financial, legal, and academia.

Manufacturing Experience	● ● ● ● ● ● ● ● ● ● ●	6 of 11
Financial Experience	● ● ● ● ● ● ● ● ● ● ●	7 of 11
Business Strategy Experience	● ● ● ● ● ● ● ● ● ● ●	11 of 11
CEO Experience	● ● ● ● ● ● ● ● ● ● ●	8 of 11
International Business Experience	● ● ● ● ● ● ● ● ● ● ●	6 of 11
Other Public Board Experience	● ● ● ● ● ● ● ● ● ● ●	8 of 11

In addition to their other qualifications, five of our directors have experience as executive officers of manufacturers, with financial and operational experience on all levels of their businesses, which provides them with differing and insightful perspectives about the manufacturing sector and the issues that confront manufacturers. Two of our directors have banking and/or investment experience, which provides them with valuable instincts and insights into financial matters that affect our Company. Six of our directors have international business experience, which is extremely important to us as a global company. One of our directors has been partner with a major global accounting firm, two are certified public accountants, and two of our directors are academics with backgrounds in the business schools at major universities. Most of our directors also serve or have previously served on the boards of other public companies, which provides them with a further understanding of the regulatory environment in which public companies operate. Our Board derives strength and depth from this varied business experience.

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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	65	2022
	R. Howard Coker President and Chief Executive Officer, Sonoco	60	2020
	Dr. Pamela L. Davies President Emerita and Professor of Strategy, Queens University of Charlotte	66	2004
	Theresa J. Drew Former Managing Partner in Charlotte, NC, Deloitte; CPA	65	2018
	Philippe Guillemot Chief Executive Officer and Director, Vallourec SA	63	2017
	John R. Haley Chief Executive Officer, Gosiger, Inc.	61	2011
	Robert R. Hill Jr. Executive Chairman, South State Corporation	56	2019
	Eleni Istavridis Former Executive Vice President and Head of Investment Services for Asia Pacific, Bank of New York Mellon	65	2020
	Richard G. Kyle President and Chief Executive Officer and Director The Timken Company	57	2015
	Blythe J. McGarvie Speaker and podcast host, The Buffett Institute of Global Affairs; CPA	66	2014
	Thomas E. Whiddon Former Advisory Director, Berkshire Partners, LLC	70	2001
Number of 2022 Meetings			Board—6		8	5	6	4	4	4

Chairman of the Board of Directors

Lead Independent Director

Committee Chair

Committee Member

Financial Expert

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

The Corporate Governance and Nominating Committee and the Board have recommended the following eleven directors to each stand for election for a one-year term, ending at the 2024 Annual Meeting of Shareholders. Unless directed otherwise, the proxy agents intend to vote FOR the election of the eleven persons below.

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

DIRECTOR BIOGRAPHIES AND QUALIFICATIONS

	STEVEN L. BOYD
	Age 65 Board member since December 2022 INDEPENDENT			Career Highlights Johnson C. Smith University (institution of higher learning) • Chairman of the Board of Trustees, Johnson C. Smith University, his alma mater (July 2022-present) • Trustee (2009-present) 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 our board and global business. Committees • Audit • Employee and Public Responsibility

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	R. HOWARD COKER
	Age 60 Board member since 2020			Career Highlights Sonoco Products Company • President and Chief Executive Officer (February 2020-present) • Senior Vice President, Paper and Industrial Converted Products (2019-2020) • Senior Vice President, Global Rigid Paper & Closures and Paper/Engineered Carriers International (2017-2018) • Group Vice President, Global Rigid Paper & Closures, and Paper & Industrial Converted Products, EMEA, Asia, Australia/New Zealand (2015-2017) • Group Vice President, Global Rigid Paper & Plastics • Vice President, Global Rigid Paper & Closures • Vice President and General Manager, Rigid Paper & Closures, N.A. • Division Vice President and General Manager, Rigid Paper & Closures • Joined Sonoco in 1985			Mr. Coker is the brother-in-law of J.R. Haley, Chairman of our Board of Directors Qualifications Mr. Coker’s strong operating acumen, diverse experience, deep connection within the organization, and his leadership style and vision for the company have been proven over his 38 years of service. He has played a significant role in the development of our global Industrial and Consumer businesses and has built an outstanding track record of growth and improved business operations. Committees • Executive

	DR. PAMELA L. DAVIES
	Age 66 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 • YMCA of the USA • Advocate Health • The Center for Creative Leadership • Board of Trustees, the Duke Endowment • Board of Trustees, Princeton Theological Seminary Previous Board Service • Family Dollar Stores, Inc. • Charming Shoppes • C&D Technologies, Inc.			Qualifications Dr. Davies brings to our board financial and strategic planning expertise, broad leadership ability, global perspective, and strong business academic viewpoint derived from her service as president of a university and former dean of its business school. Her past experience on the boards of other public companies also provides her with valuable regulatory experience and an understanding of corporate governance issues. Committees • Employee and Public Responsibility (Chair) • Executive Compensation • Corporate Governance and Nominating

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	THERESA J. DREW
	Age 65 Board member since 2018 INDEPENDENT			Career Highlights Deloitte & Touche LLP (a global accounting and professional services firm), Charlotte, NC • The Carolinas Practice Managing Partner and various other roles (1979-2019, retirement) • Certified Public Accountant Other Current Board Service • The Cato Corporation • Carolinas Chapter of the National Association of Corporate Directors (NACD) Previous Board Service • Immediate Past Chairman, the Board of the YMCA of Greater Charlotte • University of North Carolina, Board of Trustees			Qualifications Mrs. Drew has forty years of accounting experience with Deloitte, which has provided her with in-depth financial, auditing, and accounting experience related to various businesses and industries, as well as senior leadership experience. Her service on a board and audit committee of another public company provides her with additional regulatory and corporate governance experience. The Board has determined that Ms. Drew is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission. Committees • Audit (Chair and Financial Expert) • Financial Policy

	PHILIPPE GUILLEMOT
	Age 63 Board member since 2017 INDEPENDENT			Career Highlights Vallourec SA (a manufacturer of premium tubular solutions for energy markets and demanding industrial applications), Meudon, France • Chief Executive Officer and Director (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 Oyj 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 • Varioius global executive positions Other Current Board Service • Vallourec SA Previous Board Service • Elior Group (2018-2022) • Europcar Group • Constellium NV (2013-2019)			Qualifications Mr. Guillemot possesses a wealth of executive leadership experience. His experience as an executive officer and director of other public manufacturing companies provides him with valuable corporate governance, financial, and regulatory knowledge. Mr. Guillemot brings global experience and leadership, including with respect to operations in Europe where we have a significant footprint. Committees • Employee and Public Responsibility • Financial Policy

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	JOHN R. HALEY Chairman of the Board since 2019
	Age 61 Board member since 2011			Career Highlights Gosiger, Inc. (a 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 • The Gosiger Foundation Mr. Haley is the brother-in-law of R.H. Coker, our President and Chief Executive Officer			Qualifications Mr. Haley has extensive executive leadership experience in the manufacturing sector. His related experience in corporate finance also provides a valuable resource for our Board and he currently serves as our Chairman. Committees • Executive

	ROBERT R. HILL JR. Lead Independent Director since 2022
	Age 56 Board member since 2019 INDEPENDENT			Career Highlights South State Corporation (a regional banking company with assets of approximately $45 billion with offices across the southeastern United States), Columbia, SC • Executive Chairman and Director (2020-present) • Chief Executive Officer (2004-2020) • President and Chief Operating Officer (1999-2004) Other Current Board Service • South State Corporation Previous Board Service • The Federal Reserve Bank of Richmond, serving as Audit Committee chair (2015-2020)			Qualifications Mr. Hill brings to our board an in-depth knowledge of the financial industry, merger and acquisition activity, chief executive officer experience, and his other public company board experience. Committees • Executive • Executive Compensation • Financial Policy • Corporate Governance and Nominating (Chair)

	ELENI ISTAVRIDIS
	Age 65 Board member since 2020 INDEPENDENT			Career Highlights Bank of New York Mellon (a global commercial banking company) • Executive Vice President and Head of Investment Services for Asia (2011-2015, retirement) • Member of the Global Operating Committee and Global Investment Services Executive Committee Adept Capital Partners • Managing Partner Tristate Holdings (an Asia-based apparel manufacturing company) • President and Chief Operating Officer Deutsche Bank and Bankers Trust • Senior leadership positions in the United States and Asia, spanning 33 years in financial services and manufacturing Other Current Board Service • Sappi Limited			Qualifications Ms. Istavridis has a wealth of experience in banking, manufacturing, and business development. She brings extensive global experience and leadership to our board, including valuable insight into business operations in Asia, an important region for Sonoco’s growth. Committees • Employee and Public Responsibility • Financial Policy

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	RICHARD G. KYLE
	Age 57 Board member since 2015 INDEPENDENT			Career Highlights The Timken Company (a manufacturer of bearings, transmissions, gearboxes, motors, lubrications systems, and chain), North Canton, OH • President and Chief Executive Officer and Director (2014-present) • Chief Operating Officer, Bearings and Power Transmissions Group • Group President, Aerospace and Steel • President, Aerospace and Mobile Industries Cooper Industries • Various management positions Hubbell, Inc. • Various management positions Other Current Board Service • Timken (2013-present)			Qualifications Mr. Kyle has broad operational leadership expertise gained in global manufacturing organizations. As a member of the board of The Timken Company, he also brings a valuable understanding of regulatory and corporate governance issues. Committees • Audit • Executive Compensation (Chair) • Corporate Governance and Nominating

	BLYTHE J. McGARVIE
	Age 66 Board member since 2014 INDEPENDENT			Career Highlights The Buffett Institute of Global Affairs • Speaker and podcast host on corporate governance topics Harvard Business School • Taught accounting in the full-time MBA program (2012-2014) • Certified Public Accountant Leadership for International Finance, LLC • Founder and Chief Executive Officer BIC Group and Hannaford Bros. Co. • Chief Financial Officer Other Current Board Service • Apple Hospitality REIT, Inc. • LKQ Corporation • Wawa, Inc. (privately held) Previous Board Service • Viacom, Inc. (2007-2017) • Accenture plc (2001-2017) • Travelers Insurance • Pepsi Bottling Group • Lafarge NA			Ms. McGarvie is a Certified Public Accountant and holds a CERT Certificate in Cybersecurity Oversight Qualifications Ms. McGarvie has significant financial, technological, and general leadership expertise. Her service on the boards of other public companies also provides her with valuable regulatory experience and an understanding of corporate governance issues. Committees • Audit • Employee and Public Responsibility • Financial Policy (Chair)

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	THOMAS E. WHIDDON
	Age 70 Board member since 2001 INDEPENDENT			Career Highlights Berkshire Partners, LLC (a Boston-based private equity firm) • Advisory Director (2005-2013, retirement) • Served various Berkshire portfolio companies in an executive capacity on an interim basis Lowe’s Companies, Inc. • Executive Vice President—Logistics and Technology • Executive Vice President and Chief Financial Officer Previous Board Service • Dollar Tree Stores, Inc. (2003-2022) • Carter’s Inc. (2003-2021)			Qualifications Mr. Whiddon’s general management, information technology and logistics expertise, strong financial acumen, and experience with retail end markets are beneficial to our board. The Board has determined that Mr. Whiddon is an audit committee financial expert, within the meaning of the rules of the Securities and Exchange Commission. His service on the boards and audit committees of two other public companies provides him with valuable regulatory and corporate governance experience. Committees • Audit (Financial Expert) • Executive Compensation • Corporate Governance and Nominating

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DIRECTOR NOMINATION PROCESS

Our Corporate Governance and Nominating Committee recommends nominees to our Board of Directors to fill vacancies on the Board of Directors as they occur and recommends candidates for election as directors at annual meetings of shareholders. Such candidates are routinely identified through personal and business relationships and contacts of the directors and executive officers. The Corporate Governance and Nominating Committee also considers recommendations for nomination from other interested parties, including Sonoco’s shareholders and other sources. See the section entitled “Shareholder Proposals for Next Annual Meeting” for information regarding the ability of shareholders to nominate candidates for election as directors at an annual meeting. The Corporate Governance and Nominating Committee applies the same standards of evaluation to shareholder nominees as to any other nominee.

In recommending candidates, the Corporate Governance and Nominating Committee evaluates such factors as:

•

leadership experience,

•

experience with business and with other organizations of comparable size and scope,

•

knowledge or skills that would be valuable to the Board of Sonoco such as financial acumen,

•

understanding of relevant technologies,

•

knowledge of Sonoco’s markets or Sonoco’s customers,

•

interpersonal skills,

•

decision-making skills, and

•

the ability to devote the necessary time to board service.

While candidates for director are evaluated holistically and there are no specific minimum qualifications, the committee expects candidates for director to possess the highest personal and professional ethics and to be committed to the long-term interests of the Company’s shareholders.

As further discussed under “Board Attributes and Diversity,” the Corporate Governance and Nominating Committee believes it is important to have a diverse board in terms of types of experience, background, age, skills, gender, race and nationality, although it does not have a specific policy or guideline related to board diversity.

Candidates are considered for nomination based on their individual qualifications as well as in consideration of how their capabilities complement other current Board members’ experience and business background. The Board believes a diverse board has greater depth and capability than the sum of its individual directors’ qualifications.

DIRECTOR INDEPENDENCE POLICIES

The rules of the New York Stock Exchange require that at least a majority of the members of our Board of Directors be independent. Under the New York Stock Exchange’s standards, “independent” means that a director has been determined by the Board to have no material relationship with Sonoco (either directly, or indirectly through an immediate family member or as a partner, shareholder or officer of an organization that has a relationship with Sonoco).

To assist the Board in making these determinations, we have adopted guidelines that adhere to the standards set forth in the rules of the New York Stock Exchange. These guidelines are set forth in Sonoco’s Corporate Governance Guidelines, which are available through the Investor Relations section of our website at investor.sonoco.com.

Based on these criteria, the Board of Directors has determined that the following directors, who constitute a majority of the Board, are independent:

• Steven L. Boyd	• Philippe Guillemot	• Richard G. Kyle
• Pamela L. Davies	• Robert R. Hill Jr.	• Blythe J. McGarvie
• Theresa J. Drew	• Eleni Istavridis	• Thomas E. Whiddon

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BOARD MEETINGS AND COMMITTEES OF THE BOARD

During 2022, the Board of Directors held four regularly scheduled meetings and two special meetings to review significant developments affecting our company and to act on matters requiring the Board of Directors’ approval. All directors attended 75% or more of the aggregate number of meetings of the Board of Directors and committees of which they were members.

We encourage, but do not require, our directors to attend the Annual Meeting of Shareholders. In 2022, all directors attended the Annual Meeting.

To assist it in performing its duties, the Board of Directors has established the following committees:

•

Audit Committee,

•

Executive Compensation Committee,

•

Corporate Governance and Nominating Committee,

•

Employee and Public Responsibility Committee,

•

Financial Policy Committee, and

•

Executive Committee.

Complete charters for all committees are available through the Investor Relations section of our website at investor.sonoco.com under the sub-heading “Governance”. These charters are also available in print to any shareholder upon request to the Corporate Secretary, Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 USA or through email to CorporateSecretary@sonoco.com.

The Board of Directors has determined that each member of the Audit, Executive Compensation, and Corporate Governance and Nominating Committees is independent as defined in the rules of the New York Stock Exchange and, with respect to the Audit and Executive Compensation Committee, in accordance with the rules of the Securities and Exchange Commission, as applicable.

2022 BOARD MEETINGS AND COMMITTEES OF THE BOARD

Sonoco Independent Committee Membership

Director

Independent

Audit

Executive
Compensation

Corporate
Governance
and Nominating

Employee and Public
Responsibility

Financial
Policy

Executive
Committee

Steven L. Boyd

R. Howard Coker

Pamela L. Davies

Theresa J. Drew

Philippe Guillemot

John R. Haley

Robert R. Hill Jr.

Eleni Istavridis

Richard G. Kyle

Blythe J. McGarvie

Thomas E. Whiddon

Number of 2022 Meetings

Chairman of the
Board of Directors

Lead Independent
Director

Committee Chair

Committee Member

Financial
Expert

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	AUDIT COMMITTEE Meetings in 2022: 8
	ALL MEMBERS ARE INDEPENDENT Financial Expert
	Theresa J. Drew (Chair) \| Steven L. Boyd \| Richard G. Kyle \| Blythe J. McGarvie \| Thomas E. Whiddon
	Qualifications • Each member of the Audit Committee meets the independence criteria established by the Securities and Exchange Commission under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is an independent director under the applicable standards of the New York Stock Exchange • Each member of the Audit Committee is financially literate • Each of Ms. Drew and Mr. Whiddon is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K under the Exchange Act			Key Responsibilities The Audit Committee assists the Board of Directors with oversight of: • integrity of the Company’s financial statements, • adequacy of the Company’s internal controls and its means of assessing and managing exposure to risk, • the Company’s compliance with legal and regulatory requirements, • independent auditor’s qualifications and independence, and • performance of the Company’s internal audit function. Among its responsibilities, the committee is directly responsible for the: • appointment, compensation, and retention of the independent auditor, and for overseeing the performance of attest services provided to the Company, • reviewing compliance with the major accounting and financial policies of the Company, • reviewing management’s assessment of the adequacy of the Company’s internal controls, • reviewing significant findings of the Company’s internal audit function and the independent auditor, • reviewing the independence of the independent auditor, • reviewing the results of the annual audit of the Company’s financial statements, • overseeing compliance with the Company’s code of business conduct, and • overseeing the Company’s enterprise risk exposures relating to financial reporting, internal controls, cybersecurity, regulatory and other compliance and litigation.

	EXECUTIVE COMPENSATION COMMITTEE Meetings in 2022: 6
	ALL MEMBERS ARE INDEPENDENT
	Richard G. Kyle (Chair) \| Dr. Pamela L. Davies \| Robert R. Hill Jr. \| Thomas E. Whiddon
	Qualifications • Each member of the Executive Compensation Committee qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and each member of the Executive Compensation Committee is an independent director under the applicable New York Stock Exchange listing standards			Key Responsibilities The Executive Compensation Committee: • establishes the Company’s general compensation philosophy, • oversees the development and implementation of compensation programs, • directly oversees the administration of the Company’s executive officer compensation programs, • reviews and approves corporate goals and objectives, • evaluates actual performance against those goals and objectives, and • sets compensation for the Chief Executive Officer, Chief Financial Officer, and other executive officers The committee does not delegate its decision-making authority relating to executive compensation. Further information about the committee’s processes and procedures relating to the consideration of executive compensation is set forth under the caption “Executive Compensation—Compensation Discussion and Analysis—Role of Independent Compensation Consultant”.

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	CORPORATE GOVERNANCE AND NOMINATING COMMITTEE Meetings in 2022: 5
	ALL MEMBERS ARE INDEPENDENT
	Robert R. Hill Jr. (Chair) \| Dr. Pamela L. Davies \| Richard G. Kyle \| Thomas E. Whiddon
	Qualifications • Each member of the Corporate Governance and Nominating Committee is an independent director under the applicable New York Stock Exchange listing standards			Key Responsibilities The Corporate Governance and Nominating Committee is responsible for: • developing and implementing corporate governance guidelines addressing the structure, mission, practices, and policies of the Board of Directors • identifiying, evaluating, and recommending individuals to the Board for nomination as members of the Board • annual review of the skills and characteristics of current Board members, and • ensures that processes are in place for an annual appraisal of Chief Executive Officer performance, succession planning, and management development.

	EMPLOYEE AND PUBLIC RESPONSIBILITY COMMITTEE Meetings in 2022: 4
	ALL MEMBERS ARE INDEPENDENT
	Dr. Pamela L. Davies (Chair) \| Steven L. Boyd \| Philippe Guillemot \| Eleni Istavridis \| Blythe J. McGarvie
	Key Responsibilities The Employee and Public Responsibility Committee: • provides oversight and guidance on environmental issues, social issues such as diversity, employee safety and health, employee morale and well-being, public policy issues that may affect our company, including oversight of political/government affairs and policies and crisis management planning and our business conduct and commitment to ethical business practices, and • oversees the Company’s obligations to its employees and major public constituencies, including shareholders, customers, and the communities in which it operates.

	FINANCIAL POLICY COMMITTEE Meetings in 2022: 4
	ALL MEMBERS ARE INDEPENDENT
	Blythe J. McGarvie (Chair) \| Theresa J. Drew \| Philippe Guillemot \| Robert R. Hill Jr. \| Eleni Istavridis
	Key Responsibilities The Financial Policy Committee: • provides oversight and monitoring of the Company’s financial planning and financial structure so as to provide congruence with the Company’s objectives of growth and sound operation, and • reviews and evaluates the Company’s capital structure, significant financing transactions, financial risk management policies and practices, and investment funding and management of the Company’s defined benefit and postretirement benefit plans.

	EXECUTIVE COMMITTEE Meetings in 2022: 4
	R. Howard Coker \| John R. Haley \| Robert R. Hill Jr.
	Key Responsibilities The Executive Committee is empowered to exercise all of the authority of the Board of Directors between regularly scheduled meetings, except as limited by South Carolina law.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Executive Compensation Committee has ever been an officer or employee of Sonoco or of any of our subsidiaries or affiliates. During the last fiscal year, none of our executive officers served on the board of directors or compensation committee of any other entity whose officers served on our Board or the Executive Compensation Committee.

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.

For 2022, non-employee directors received a quarterly cash retainer of $20,000. For the first quarter of 2022, the directors received a quarterly equity retainer of deferred stock equivalent units valued at $32,500 as described below. The Governance Committee annually retains FW Cook, the company’s existing independent Compensation Committee consultant, to prepare an analysis of national surveys of director compensation and an independent study of peer packaging companies. Based on that analysis the Board of Directors approved a $33,750 quarterly equity retainer, effective April 1, 2022. 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.

	Additional Cash Compensation
2022 Quarterly Director Compensation	Quarterly Retainers	1st Quarter 2022	Effective 2nd Quarter 2022

	Chairman of the Board	$37,500	$37,500
	Lead Independent Director	7,500	7,500
	Committee Chairs:
	• Audit	5,625	6,250
	• Executive Compensation	4,375	5,000
	• Governance, Financial Policy, and Employee and Public Responsibility	3,750	4,375
	Attendance for each Board and each Committee meeting	1,500	1,500

Board members also received additional cash fees as follows: Each board member received a fee of $1,500 for each Board of Directors and each committee meeting attended. For the first quarter of 2022, the Governance Committee chair, Financial Policy Committee chair, and the Employee/Public Responsibility Committee chair each received a quarterly committee chair retainer of $3,750. Based on national surveys of director compensation and an independent study of peer packaging companies, the Board of Directors approved a $4,375 quarterly chair retainer for the Governance Committee chair, Financial Policy Committee chair, and the Employee/Public Responsibility Committee chair, effective April 1, 2022. For the first quarter of 2022 the Executive Compensation chair received a quarterly committee chair retainer of $4,375. Based on national surveys of director compensation and an independent study of peer packaging companies, the Board of Directors approved a $5,000 quarterly chair retainer for the Executive Compensation Committee chair, effective April 1, 2022. For the first quarter of 2022 the Audit Committee chair received a quarterly committee chair retainer of $5,625. Based on national surveys of director compensation and an independent study of peer packaging companies, the Board of Directors approved a $6,250 quarterly chair retainer for the Audit Committee chair, effective April 1, 2022. In 2022, the Lead 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

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each year at a rate equal to the Merrill Lynch ten-year high-quality bond index listed on the preceding December 15. For 2022, the interest rate was 3.159%. 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.

2022 DIRECTOR COMPENSATION TABLE

The following table sets forth information regarding the compensation earned by each non-employee director who served on our Board of Directors in 2022.

Name	Fees Earned or Paid in Cash(1) ($)			Stock Awards(2) ($)			Total ($)
John R. Haley			0		$	377,250		$	377,250
Steven L. Boyd(3)		$	28,375			0			28,375
Pamela L. Davies			128,375			133,750			262,125
Theresa J. Drew			108,500			133,750			242,250
Philippe Guillemot			101,000			133,750			234,750
Robert R. Hill, Jr.			23,750			249,750			273,500
Eleni Istavridis			102,500			133,750			236,250
Richard G. Kyle			131,000			133,750			264,750
Blythe J. McGarvie			128,375			133,750			262,125
James M. Micali(4)			81,125			66,250			147,375
Sundaram Nagarajan(4)			0			179,500			179,500
Marc D. Oken(4)			64,375			66,250			130,625
Thomas E. Whiddon			140,375			133,750			274,125
Lloyd M. Yates(4)			33,500			32,500			66,000

(1)

Mr. Haley elected to defer his Chairman of the Board fees of $150,000, cash retainer of $80,000, and his meeting fees of $13,500 into deferred stock equivalent units.

Mr. Hill elected to defer his cash retainer of $80,000 and his meeting fees of $36,000 into deferred stock equivalent units.

Mr. Nagarajan elected to defer his cash retainer of $60,000 and meeting fees of $19,500 into deferred stock equivalent units.

(2)

Grant date fair value computed in accordance with FASB ASC Topic 718 of mandatorily deferred stock equivalent units. Assumptions made in valuation of these awards are set forth in Note 12 to our financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K, filed with the SEC on February 28, 2023.

(3)

Mr. Boyd was appointed to the Board of Directors on December 9, 2022. As a new member, his retainer and meeting fees for 2022 were paid in cash due to deferral election requirements under IRC Section 409A.

(4)

Mr. Yates resigned from the Board on March 1, 2022.

Mr. Oken retired from the Board on April 20, 2022.

Mr. Micali resigned from the Board on June 20, 2022.

Mr. Nagarajan resigned from the Board on August 31, 2022.

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BOARD OF DIRECTORS AND BOARD MATTERS

The table below shows the amount of 2022 compensation deferred for each director into Sonoco Stock Equivalent Units and the payout schedule elected.

Name	Fees Deferred into Equivalent Stock Units(1) ($)		Payout Schedule Election in Years
John R. Haley(2)		377,250		5
Steven L. Boyd(6)		N/A		N/A
Pamela L. Davies		133,750		1
Theresa J. Drew		133,750		1
Philippe Guillemot		133,750		3
Robert R. Hill, Jr.(3)		249,750		3
Eleni Istavridis		133,750		1
Richard G. Kyle		133,750		5
Blythe J. McGarvie		133,750		1
James M. Micali(5)		66,250		1
Sundaram Nagarajan(4)(5)		179,500		5
Marc D. Oken(5)		66,250		1
Thomas E. Whiddon		133,750		3
Lloyd M. Yates(5)		32,500		3

(1)

Mandatory deferrals of stock awards of $32,500 were made on January 3, 2022, and $33,750 on April 1, 2022, July 1, 2022, and October 3, 2022 in connection with the equity retainer component of the Director Compensation Program.

(2)

Mr. Haley elected to defer his Executive Chairman fees $150,000, cash retainer $80,000, and his meeting fees $13,500 into deferred stock equivalent units.

(3)

Mr. Hill elected to defer his cash retainer $80,000 and his meeting fees $36,000 into deferred stock equivalent units.

(4)

Mr. Nagarajan elected to defer his cash retainer $60,000 and meeting fees $19,500 into deferred stock equivalent units.

(5)

Mr. Yates resigned from the Board on March 1, 2022.

Mr. Oken retired from the Board on April 20, 2022.

Mr. Micali resigned from the Board on June 20, 2022.

Mr. Nagarajan resigned from the Board on August 31, 2022.

(6)

Mr. Boyd was elected to the Board of Directors on December 9, 2022. As a new member, his retainer and meeting fees for 2022 were paid in cash due to deferral election requirements under IRC Section 409A.

Non-employee Directors’ Outstanding Equity Awards or Fees Deferred into Sonoco Stock Equivalent Units at 2022 Fiscal Year-end

	Fees Deferred into Equivalent Stock Units
Name	Shares (#)		Value(1) ($)
John R. Haley		47,874		2,906,418
Steven L. Boyd(2)		0		0
Pamela L. Davies		50,529		3,067,634
Theresa J. Drew		9,612		583,569
Philippe Guillemot		15,982		970,273
Robert R. Hill, Jr.		13,176		799,891
Eleni Istavridis		4,462		270,888
Richard G. Kyle		17,044		1,034,711
Blythe J. McGarvie		20,238		1,228,667
James M. Micali(3)		0		0
Sundaram Nagarajan(3)		26,471		1,607,048
Marc D. Oken(3)		0		0
Thomas E. Whiddon		50,529		3,067,628
Lloyd M. Yates(3)		2,086		126,635

(1)

Based on the December 31, 2022 closing price of $60.71 per share, which was the last trading day of the fiscal year.

(2)

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BOARD OF DIRECTORS AND BOARD MATTERS

(3)

Mr. Yates resigned from the Board on March 1, 2022 and received receipt of his first disbursement of outstanding equity awards six months following his separation.

Mr. Oken reitred from the Board on April 20, 2022, and received receipt of his outstanding equity awards six months following his separation.

Mr. Micali resigned from the Board on June 20, 2022, and received receipt of his outstanding equity awards six months following his separation.

Mr. Nagarajan resigned from the Board on August 31, 2022, and will receive receipt of his first disbursement of outstanding equity awards six months following his separation.

DIRECTOR STOCK OWNERSHIP GUIDELINES

The Board of Directors has adopted stock ownership guidelines for outside directors, which establish a target level of ownership of our common stock based on years of service as a director. The guidelines are as follows:

Years of Service	Target Number of Shares Owned
Two		3,000
Four		5,000
Six		8,000

Compensation deferred into Sonoco stock equivalent units and Deferred Stock Equivalent Units is included in determining whether these guidelines have been met. All of our directors are in compliance with these guidelines.

DELINQUENT SECTION 16(A) REPORTS

Our directors, executive officers and beneficial owners of 10% or more of our common stock are required to file reports with the Securities and Exchange Commission and the New York Stock Exchange showing the number of shares of any class of our equity securities they owned when they became a director or executive officer, and, after that, any changes in their ownership of our securities. These reports are required by Section 16(a) of the Exchange Act.

Based on our examination of the copies of Forms 3, 4 and 5 and amendments thereto filed electronically with the Securities and Exchange Commission and the written representations of our directors, executive officers and 10% shareholders, all required filings in 2022 were made on a timely basis.

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CORPORATE
GOVERNANCE

CORPORATE GOVERNANCE GUIDELINES

We have adopted Corporate Governance Guidelines to supplement the requirements, authorizations, and limitations contained in South Carolina law and the Company’s Restated Articles of Incorporation (the “Restated Articles”) and the By-Laws. The guidelines represent the Board’s expression of some of the ways that it intends to deal with various issues involving the selection and functioning of directors and Board committees and of director compensation. Annually, the Corporate Governance Committee reviews these guidelines. Copies of the full document are available through the Investor Relations section of our website at investor.sonoco.com under the sub-heading “Governance.”

CODE OF BUSINESS CONDUCT AND ETHICS

We have established a code of business conduct and ethics, which we refer to as our Policies on Business Conduct, for our directors, officers, and employees. We require all directors, officers, and employees, as well as business partners, to adhere to the standards set forth in the Policies on Business Conduct, which include policies addressing safety, personal conduct, conflicts of interest, business assets, inside information and trading, antitrust, trade compliance, and bribery, among other matters. We also maintain an independently operated Business Conduct Hotline to enable anonymous reporting of violations of any law or regulation, of our policies on business conduct, as well as other concerns. Copies of our Policies on Business Conduct are available through the Investor Relations section of our website at investor.sonoco.com under the sub-heading “Governance.”

ENVIRONMENT, SOCIAL AND GOVERNANCE OVERSIGHT

Since 2009, the Employee and Public Responsibility Committee has been tasked with the responsibility of overseeing policies, strategies, and programs related to environment, social, and governance (“ESG”) matters, including all issues related to the sustainability of our products and operations.

ANNUAL PERFORMANCE EVALUATION OF THE BOARD

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

MAJORITY WITHHELD—DIRECTOR RESIGNATION POLICY

The Board of Directors has adopted a “Majority Withheld—Director Resignation Policy” in its Corporate Governance Guidelines that, in an uncontested election, requires any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” to promptly offer to resign following certification of the shareholder vote.

The Corporate Governance Guidelines provide that the Corporate Governance and Nominating Committee will recommend to the Board whether to accept the resignation, and the Board will act on the recommendation within 100 days of the shareholder vote and disclose the results of its decision in a press release. This policy is described in more detail in the Company’s Corporate Governance Guidelines, which are available through the Investor Relations section of our website at investor. sonoco.com under the sub-heading “Governance.”

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CORPORATE GOVERNANCE

BOARD LEADERSHIP STRUCTURE, EXECUTIVE SESSIONS OF
NON-MANAGEMENT DIRECTORS AND LEAD DIRECTOR

R. HOWARD COKER

President and Chief Executive Officer

JOHN R. HALEY

Chairman of the Board of Directors

ROBERT R. HILL JR.

Lead Independent Director

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

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

Currently, J.R. Haley serves as the Chairman and R.R. Hill, Jr. serves as the Chairman of the Corporate Governance and Nominating Committee and as Lead Director. Our Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between management and the independent members of our Board. It does this by giving primary responsibility for the operational leadership and strategic direction of the Company to the Chief Executive Officer, while enabling the Chairman and the lead independent director to facilitate our Board’s independent oversight of management, promote communication between management and our Board, and support our Board’s consideration of key governance matters.

Shareholders and other interested parties may communicate with the non-management (or independent) directors by writing to:

				BY WRITING TO						BY EMAIL TO
	Non-management (or Independent) Directors c/o Corporate Secretary Sonoco Products Company 1 North Second Street Hartsville, SC 29550 US						CorporateSecretary@sonoco.com

PROXY ACCESS BY-LAW

The Company’s By-Laws permit a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees up to the greater of two directors or 20 percent of the number of directors in office of the Board, all subject to the procedures, terms, and conditions specified in the By-Laws. Nominees that satisfy the Company’s proxy access By-Law requirements will be included in the Company’s proxy statement and on the Company’s proxy card. The required Shareholder’s Notice of a nomination for the 2024 Annual Meeting of Shareholders must be received by our Corporate Secretary at 1 North Second Street, Hartsville, SC 29550 US no later than November 18, 2023 and no earlier than October 19, 2023.

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CORPORATE GOVERNANCE

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Any shareholder or other interested party who wishes to send communications to any member of the Board of Directors should mail such communications addressed to the intended recipient by name or position:

				BY WRITING TO						BY EMAIL TO
	c/o Corporate Secretary Sonoco Products Company 1 North Second Street Hartsville, SC 29550 US						CorporateSecretary@sonoco.com

Upon receipt of any such communications, the Corporate Secretary will determine the identity of the intended recipient and whether the communication is an appropriate communication. The Corporate Secretary will send all appropriate communications to the intended recipient.

The Corporate Secretary has discretion to exclude from transmittal any communications that are not deemed “appropriate,” such as commercial advertisements or other forms of solicitation or that relate to the sender’s personal or business interest (although all communications are available to directors at their request). The Corporate Secretary will forward to the directors any communications raising substantive issues.

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

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

THE BOARD’S ROLE IN THE RISK MANAGEMENT PROCESS

The Company oversees management of enterprise risk through its Risk Management Committee (“RMC”). The RMC is administered by the Company’s Treasurer with direct oversight from the Chief Financial Officer and its membership includes, among others, the most senior members of operating and finance management and the Chief Information Officer. The RMC holds three regularly scheduled meetings each year and may hold additional special meetings as needed.

The RMC is guided in its activities and responsibilities by a risk management framework which is periodically reviewed and updated as necessary. During development of the risk management framework, the most significant risks faced by the Company were identified, as well as where in the operating organization those risks are routinely monitored and managed. The RMC further identified certain specific risk areas that are sufficiently material or broad in nature to merit its direct ongoing oversight.

Those risk areas are reviewed by the RMC on a rotational basis at its regularly scheduled meetings. Additionally, the RMC reviews other risk areas as needed, or to ensure that organizational risk management is functioning as identified in the framework.

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

In addition, the Board recognizes the importance of information security and cybersecurity and has charged the Audit Committee with oversight of cybersecurity matters. The Audit Committee regularly reviews the Company’s systems, plans, and procedures to manage and mitigate cybersecurity risks. In addition, the Board regularly receives and provides feedback on updates from management regarding cybersecurity governance processes. The Board also includes members who have information security experience.

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CORPORATE GOVERNANCE

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

COMMITTEES’ ROLE IN RISK MANAGEMENT

[MISSING IMAGE: fc_riskoversight-bw.jpg]

RELATED PARTY POLICY AND TRANSACTIONS

Related Party Transaction Approval Policy

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

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

For purposes of this policy, a “related party” is:

(i)

any executive officer or director,

(ii)

any nominee for director,

(iii)

a beneficial owner of more than 5% of our voting securities, or

(iv)

any immediate family member of an executive officer, director, nominee for director, or greater than 5% beneficial owner.

An “immediate family member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any person (other than a tenant or employee) sharing the household of an executive officer, director, nominee, or greater than 5% beneficial owner.

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CORPORATE GOVERNANCE

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

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

Related Party Transactions

R. Howard Coker, President and Chief Executive Officer and a director of the Company since 2020, and an employee of the Company since 1985, is the brother-in-law of John R. Haley, who is Chairman of the Board of Directors. Mr. Coker’s total compensation for 2022 is disclosed in the section entitled “Compensation Discussion and Analysis—Summary Compensation Table.”

John W. DeLoach, an employee of the Company since 1998, is the brother-in-law of John M. Florence, Jr., who is Vice President, General Counsel, Secretary, and Vice President/General Manager – Tubes and Cores, US & Canada. Mr. DeLoach is currently Senior Manager, Manufacturing-Regional and received total compensation of $223,303 in 2022.

Harris E. DeLoach, III, an employee of the Company since 2001, is the brother-in-law of John M. Florence, Jr., who is Vice President, General Counsel, Secretary, and Vice President/General Manager – Tubes and Cores, US & Canada. Mr. DeLoach is currently Senior Field Representative and receive a total compensation of $122,274.

Sundaram Nagarajan, a member of the Board of Directors of Sonoco until August 31, 2022, is President and Chief Executive Officer of Nordson Corporation. During 2022, Sonoco sold $52,500 in products to and purchased $541,500 in products from Nordson. All transactions were handled on a competitive basis. Our management believes the prices and terms of the transactions reported above were comparable to those we could have obtained from other sources. We anticipate engaging in similar business transactions in 2023. The Board of Directors considered these relationships when making its determination of Mr. Nagarajan’s independence prior to his resignation from our board on August 31, 2022.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of our common stock beneficially owned as of February 7, 2022, directly or indirectly, by each director and by each executive officer named in the Summary Compensation Table and by all executive officers and directors as a group. The address of each individual named in the table below is: c/o Sonoco Products Company, 1 North Second Street, Hartsville, SC 29550 US.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1) (#)		Percent of Class(2)		Vested Restricted Stock Units(3) (#)		Deferred Compensation Units(4) (#)
Steven L. Boyd		—		—		—		—
Pamela L. Davies		—		—		—		50,941
Theresa J. Drew		—		—		—		9,691
Philippe Guillemot		—		—		—		16,112
John R. Haley		15,558		—		—		48,264
Robert R. Hill Jr.		10,065		—		—		13,283
Eleni Istavridis		—		—		—		4,498
Richard G. Kyle		—		—		—		17,182
Blythe J. McGarvie		—		—		—		20,403
Thomas E. Whiddon		15,590		—		—		50,941
R. Howard Coker		249,771		—		22,793		—
Robert R. Dillard		4,731		—		2,807		—
Rodger D. Fuller		93,941		—		1,480		—
John. M. Florence, Jr.		12,354		—		13,049		—
James A. Harrell, III		28,514		—		18,963		—
Julie C. Albrecht(5)		16,419		—		—		—
All executive officers and directors as a group (22 persons)		495,732		—		74,374		231,316

(1)

The directors and named executive officers have sole voting and dispositive power over the shares unless otherwise indicated in the footnotes. The number does not include shares owned by family members or entities unless the named individual shares voting or dispositive power with respect to such shares.

Included are shares that would be issuable upon exercise of only those Stock-settled Stock Appreciation Rights (“SSARs”) that have vested, or will vest within 60 days of February 7, 2023, as to which our stock price on February 7, 2023 of $60.34 exceeded the exercise price (“SSARs with appreciation”). These SSARs were granted under the 2014 Long-Term Incentive Plan (“2014 Plan”) and the 2019 Omnibus Incentive Plan (“2019 Plan”) for the following named executive officers:

NEO	Total Vested/ Exercisable SSARs (#)		SSARs with Appreciation as of February 7, 2023 (#)		Net Shares Issuable Upon Exercise of SSARs with Appreciation that Are Included in the Above Table (#)
R. Howard Coker		97,941		67,820		10,725
Robert R. Dillard		3,013		—		—
Rodger D. Fuller		80,285		50,164		6,576
John M. Florence, Jr.		18,908		6,859		668
James A. Harrelll, III		15,528		7,997		805
Julie C. Albrecht		—		—		—
All executive officers as a group		238,046		138,566		19,678

Also included are 58,742 Restricted Stock Units which will be issued within 60 days and 4,149 shares held in our Savings Plan.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Shareholdings in this column do not include deferred restricted stock units, compensation that has been deferred into Sonoco stock equivalent units, or performance contingent restricted stock units granted under the 2008 Plan, 2012 Plan, 2014 Plan, or 2019 Plan. Please see the columns to the right and footnotes 3, 4, and 5 below.

(2)

Percentages not shown are less than 1%.

(3)

Issuance of these shares has been deferred until after separation of service; accordingly, no present dispositive or voting rights are associated with them.

(4)

Compensation deferred into Sonoco stock equivalent units. No dispositive or voting rights are associated with these units.

(5)

The number of shares reported as beneficially owned by Ms. Albrecht are as of June 30, 2022, the date of her separation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table shows information as of December 31, 2022, about beneficial owners known to us of more than 5% of our common shares. This information was obtained from Schedules 13G filed with the Securities and Exchange Commission by the entities named below and we have not independently verified it.

TITLE OF CLASS—NO PAR VALUE COMMON

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)		Percent of Class
BlackRock(1) 55 East 52nd Street New York, NY 10055		11,554,514		11.8%
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355		10,922,717		11.2%
State Street Corporation(3) One Lincoln Street Boston, MA 02111		7,706,973		7.9%

(1)

In its most recently filed Schedule 13G, BlackRock, Inc. reported sole voting power with respect to 11,354,209 shares and sole dispositive power with respect to 11,554,514 shares.

(2)

In its most recently filed Schedule 13G, The Vanguard Group reported shared voting power with respect to 33,448 shares, sole dispositive power with respect to 10,792,560 shares, and shared dispositive power with respect to 130,157 shares.

(3)

In its most recently filed Schedule 13G, State Street Corporation reported shared voting power with respect to 7,493,813 shares and shared dispositive power with respect to 7,706,973 shares.

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AUDIT
MATTERS

		PROPOSAL 2							The Board of Directors recommends that you vote FOR the ratification of PwC as our independent registered public accounting firm.
		RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm. At least annually, the Audit Committee reviews the Company’s independent registered public accounting firm to decide whether to retain such firm on behalf of the company. The Audit Committee has tentatively selected PricewaterhouseCoopers LLP (“PwC”) to serve as our principal independent registered public accounting firm to audit our financial statements for the year ending December 31, 2023, pending agreement over the terms of their engagement. Although the Board is not required to submit the Audit Committee’s selection of the independent registered public accounting firm for shareholder approval, the Board has elected to seek ratification by the shareholders of the Audit Committee’s selection of PwC as the Company’s independent registered public accounting firm for 2023. You will be asked to ratify this selection at the Annual Meeting, at which representatives from PwC are expected to attend and will have the opportunity to make a statement and respond to appropriate questions. PwC, or its predecessors, has audited our books and records since 1967. In the event the shareholders fail to ratify the appointment, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm or whether to retain PwC, but may ultimately determine to retain PwC as our independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its sole discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that it is advisable to do so.

Audit Committee Evaluation

In determining whether to reappoint PwC, the Audit Committee considers, among other things, the qualifications, performance, audit quality, results of regulatory reviews, fees, and independence of the firm and the audit engagement team.

INDEPENDENT REGISTERD PUBLIC ACCOUNTING FIRM

The Audit Committee’s responsibility is to appoint the independent registered public accounting firm, as well as monitor and oversee the firm’s qualifications, compensation, performance, and independence. PwC served as our principal independent registered public accounting firm for 2022 and the Audit Committee has tentatively selected PwC to serve as our principal independent registered public accounting firm for 2023, pending agreement over the terms of their engagement. The Audit Committee periodically considers whether there should be a rotation of the independent external audit firm to assure continuing independence. Further, in connection with the mandated rotation of the external audit firm’s lead engagement partner every five years, the Audit Committee and its chair are involved in the selection of a new lead engagement partner.

In connection with the responsibilities discussed above, the Audit Committee has reviewed with PwC the overall scope of, and fees for, its audit in assessing our compliance with Section 404 of the Sarbanes-Oxley Act of 2002. The Audit Committee has also monitored PwC’s audit progress, including the firm’s findings, and required communications.

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AUDIT MATTERS

Fees Relating to Services Provided by PwC for 2022 and 2021

The following table sets forth a summary of PwC’s fees for professional services rendered in connection with the annual consolidated financial statements and reports for the years ended December 31, 2022, and 2021 and for other services rendered during 2022 and 2021 on our behalf.

	Fiscal Year
	2022					2021
Fee Category	Fees ($ in thousands)			% of Total		Fees ($ in thousands)			% of Total
Audit fees(1)		$	6,379		71.0%		$	4,894		72.5%
Audit-related fees(2)			736		8.2%			22		0.3%
Tax fees(3)			1,864		20.8%			1,836		27.2%
All other fees(4)			—		0.0%			—		0.0%
Total fees		$	8,979		100.0%		$	6,752		100.0%

(1)

Audit fees: Audit fees include fees for professional services for the integrated audits of our annual consolidated financial statements, the review of the interim condensed consolidated financial statements included in our 10-Q filings, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

(2)

Audit-related fees: Audit-related fees include fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and that are not reported under “Audit Fees.” These services include work performed in connection with registration statements such as the issuance of comfort letters, employee benefit plan audits, due-diligence, and accounting consultations in connection with acquisitions and divestitures, attest services that are not required by statute or regulation, and consultations concerning financial accounting and reporting standards.

(3)

Tax fees: Tax fees include fees for tax compliance/preparation and other tax services. Tax compliance/preparation includes fees for professional services related to federal, state, and international tax compliance, assistance with tax audits and appeals, expatriate tax services, and assistance related to the impact of mergers, acquisitions, and divestitures on tax return preparation. Other tax services include fees for ongoing assistance with tax consulting and tax planning.

(4)

All other fees: All other fees include fees for all services other than those reported above.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee pre-approves all audit and permitted non-audit services provided by the independent auditors, subject to limited exceptions for non-audit services described in Section 10A of the Exchange Act, which are approved by the Audit Committee prior to completion of the audit. The Audit Committee Chair is empowered to pre-approve PwC services between meetings, provided all such services are brought to the Audit Committee at its next regularly scheduled meeting. General pre-approval of certain audit, audit-related, and tax services is granted by the Audit Committee at the first quarter Committee meeting. The Audit Committee subsequently reviews fees paid. The Committee also reviews and approves the estimated fees for the integrated audit. Specific pre-approval is required for all other services. These projects are reviewed quarterly and the status of all such services is reviewed with the Audit Committee. During this review, the Audit Committee has considered whether the provision of the non-audit services rendered by PwC is compatible with maintaining the firm’s independence. During 2022, all audit and permitted non-audit services were pre-approved by the Audit Committee.

AUDIT COMMITTEE REPORT

Management is responsible for the Company’s internal controls and the financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards, including the effectiveness of internal controls, and issuing a report thereon. The Audit Committee’s responsibility is to assist the Board in fulfilling its responsibility for overseeing the quality and integrity of the accounting, auditing, and financial reporting practices of the Company. The Audit Committee is also responsible for engaging and evaluating the Company’s independent auditor and its lead engagement partner, including the qualifications and independence of both, and for preapproving all audit and non-audit related services and the estimated fees associated with the integrated audit.

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AUDIT MATTERS

The Audit Committee of the Board of Directors has reviewed and discussed with management and our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), our audited financial statements for the year ended December 31, 2022. Management has represented to the Audit Committee that the consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has also discussed with the Company’s independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission.

The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC its independence. The Committee has also reviewed the services provided by PwC discussed below and has considered whether performance of such services is compatible with maintaining auditor independence.

Based on the review and discussions referenced above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission.

THE AUDIT COMMITTEE

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Theresa J. Drew (Chair)

Steven L. Boyd

Richard G. Kyle

Blythe J. McGarvie

Thomas E. Whiddon

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporated it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

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EXECUTIVE
COMPENSATION

EXECUTIVE COMPENSATION CONTENTS

	36			COMPENSATION DISCUSSION AND ANALYSIS
	36			Executive Compensation Plan Overview
	37			Sonoco’s Goals Regarding Executive Compensation
	38			Say on Pay Support
	38			Pay Mix and Pay Philosophy
	38			Weightings of Direct Compensation
	39			Use of National Market Surveys and Peer Company Data
	39			Role of Independent Compensation Consultant
	40			Committee Review of Overall Compensation Components and Aggregate Awards
	40			Description of Direct Compensation Elements and 2022 Committee Actions
	48			Description of Other Executive Compensation and Benefit Elements
	49			Executive Compensation Policies
	51			COMPENSATION COMMITTEE REPORT

	51			COMPENSATION RISK REVIEW
	52			COMPENSATION TABLES
	52			Summary Compensation Table
	54			2022 Grants of Plan-based Awards
	56			Outstanding Equity Awards at 2022 Fiscal Year-end
	58			2022 Option Exercises and Stock Vested
	59			Retirement Benefits
	62			2022 Nonqualified Deferred Compensation
	65			Potential Benefits Payable Immediately Upon Certain Separation Events
	66			CFO Transition
	70			PAY RATIO
	70			PAY VERSUS PERFORMANCE

COMPENSATION DISCUSSION AND ANALYSIS

This section describes our compensation philosophy, summarizes executive compensation programs and reviews decisions made during 2022 for the following Named Executive Officers (“NEOs”).

R. Howard
Coker

President and Chief Executive Officer

Rodger D. Fuller

Chief Operating Officer

James A. Harrell, III

President, Global
Industrial Paper
Packaging Division

ROBERT R. DILLARD

Chief Financial Officer

John M. Florence, Jr.

General Counsel, Secretary and Vice President/General Manager—Tubes and Cores, US & Canada

Julie C. Albrecht

Former, Chief Financial Officer
(until June 30, 2022)

Executive Compensation Plan Overview

Our executive compensation decisions in 2022 were developed to support successful execution of our business strategy.

The Executive Compensation Committee of our Board of Directors (the “Committee”) is responsible for the oversight of the development and execution of our executive compensation program. The program is driven by the over-arching goal of linking pay with performance and creating long-term shareholder value.

In review of 2022 achievements, the Committee believes the compensation paid to our NEOs was commensurate with our performance when compared with the performance of our packaging peers. In addition, we believe our targeted short-term incentives and long-term incentives achieved our goals of motivating and rewarding performance and aligning our executives’ interests with those of our shareholders.

We met many key financial and strategic commitments in 2022. Consistent with the Company’s philosophy to pay for performance and to pay within reason, executive compensation paid above targeted levels in the

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annual incentive plan. Specifically, the Performance-based Annual Cash Incentive payout was 150.0% of target, as described in detail under “2022 Committee Actions—Performance-based Annual Cash Incentive.” The 2020-2022 Long-Term Incentive Plan vested at 200.0% of target and is described in more detail under “Results of 2020-2022 PCSU Performance Cycle.” The specific drivers and results of these two plans, as well as other components of our executive compensation program are covered in detail in later sections.

Sonoco’s Goals Regarding Executive Compensation

Highlighted below is an overview of Sonoco’s goals regarding executive compensation, followed by the compensation objectives and elements of our executive compensation program. The rationale of the key actions and decisions made with respect to our executive compensation program in 2022 is also provided throughout several sections of this “Compensation Discussion and Analysis.”

PAY FOR PERFORMANCE

Compensation should provide incentives for our executives and reward the creation of value for the Company’s stakeholders. As such, we believe a substantial portion of executive compensation should be tied to relevant financial and/or operational outcomes that:

•

Reflect the decisions and efforts of those being compensated

•

Contribute to the creation of value over the long term

While compensation should ultimately reward long-term performance, incentives for short-term (i.e., annual) performance objectives are also appropriate to the extent they support sustainable value creation. 87% of our CEO’s target total direct compensation and an average of 74% of our other NEOs’ target total direct compensation is tied to Company performance, which we believe is a significant driver of shareholder value.

PAY WITHIN REASON

Compensation levels and performance targets should be sensible within the context of a company’s peer group, taking into account differences in company sizes and complexity, as well as performance. The Committee retains an independent consultant that provides advice relating to executive officer and director compensation but does not provide any other services to the Company. The 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. We provide only limited perquisites.

LISTEN

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

COMPLY AND COMMUNICATE

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

ENCOURAGE STOCK OWNERSHIP

Sonoco values stock ownership and retention by its directors and executives because we believe it reinforces a strong shareholder mindset. Executives are expected to maintain a substantial ownership interest for the duration of their employment. We have a no-hedging policy that prohibits our directors, executive officers or other employees from entering into speculative transactions in our stock that would cause personal interests to conflict with the best interests of the Company and its shareholders. In addition, we have an anti-pledging policy that prohibits directors and executive officers who are subject to target common stock ownership guidelines from pledging any of the shares they are required to own under such guidelines to secure any indebtedness. No directors or executive officers have pledged shares as of December 31, 2022. Our equity compensation plans do not permit backdating or retroactively granting equity awards, or payment of dividend equivalents on unearned

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performance shares or stock options. Our equity compensation plans also do not permit repricing of stock options or stock appreciation rights (SSARs) without shareholder approval.

MINIMIZE GUARANTEES

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

Say on Pay Support

At the April 2022 Annual Meeting, 98.7% of shareholders who cast a vote for or against the proposal, voted in favor of the Company’s “Say on Pay” proposal on executive compensation. The Committee did not make any material changes to the design of the 2022 executive compensation program as a result of the vote.

Pay Mix and Pay Philosophy

The executive compensation program consists of the following components:

	Direct compensation elements, consisting of:						Executive Officer benefits elements, consisting of:
				• Base salary • Performance-based annual cash incentive • Long-term equity incentive						• Supplemental executive retirement benefits • Executive life insurance • Limited perquisites

Weightings of Direct Compensation Elements

Base salary, performance-based annual cash incentive and long- term equity incentives comprise total direct compensation for each executive officer. With the exception of base salary, all elements of direct compensation are variable and intended to fluctuate based on performance as measured by both operating or financial results, and in the case of long-term equity incentives, changes in shareholder value. This pay mix supports our pay-for-performance compensation objective and places a significant amount of compensation at risk. As illustrated below, for 2022, 87% of the CEO’s target total direct compensation and an average of 74% of the other NEOs’ target total direct compensation are at risk.

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

The following charts illustrate the allocations of direct compensation elements and are based on 2022 direct compensation elements at target. For annual performance-based cash incentives, “target” incentive is used as described in the “Performance-based Annual Cash Incentive” section. For long-term equity incentives, “target” is equal to the grant date value of the equity award and is described in the “Long-term Equity Incentives.” The method used to value equity awards is consistent with the information presented in the “Summary Compensation Table.”

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2022 TARGETED TOTAL DIRECT COMPENSATION

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. We refer to this as our “National Survey Data.” We match our corporate officer positions to the survey positions using the aggregate data that has been size-adjusted based on revenue and/or scope parameters, which helps to ensure that the data reflects the national market for talent among companies comparable in size to Sonoco. In addition to the National Survey Data, at least annually, the Committee’s independent consultant prepares customized compensation studies with respect to our NEOs in comparison to the NEOs of a 12-company group of packaging companies approved by the Committee that we refer to as our “Peer Group.” The Peer Group companies have revenues, assets and market capitalization similar to those of Sonoco.

The 2022 Peer Group companies, each of which has assets, revenues, and market caps that generally range be