Form 4: Sonoco Products Director Accrues Additional Phantom Stock Units Under Deferred Compensation Plan

Sonoco Products Company Director John R. Haley has accrued 2,213.6 additional phantom stock units, increasing his beneficial ownership to 74,770 units, as part of a deferred compensation plan.

Summary

• John R. Haley, a Director of Sonoco Products Company (SON), acquired 2,213.6 phantom stock units on July 1, 2025.
• Each phantom stock unit is the economic equivalent of one share of Sonoco Products Company common stock.
• The units were accrued under the Sonoco Products Company directors deferred compensation plan and are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• These phantom stock units are to be settled in Sonoco Products Company common stock six months after Mr. Haley's retirement.
• The price of the derivative security was $45.74 per unit.
• Following this transaction, Mr. Haley beneficially owns a total of 74,770 phantom stock units.

Sentiment

Score: 7

Explanation: The accrual of phantom stock units by a director is generally a positive signal, indicating continued alignment of interests with shareholders and participation in a long-term compensation plan. It's a routine, expected transaction, not indicative of significant new news, but positive in its implications for governance and alignment.

Positives

• The acquisition of phantom stock units by a director aligns management's interests with shareholders, as the value of these units is directly tied to the company's common stock performance.
• Participation in a deferred compensation plan, particularly one structured for settlement post-retirement, indicates a long-term commitment from the director to the company's future.

Future Outlook

The phantom stock units are scheduled to be settled in Sonoco Products Company common stock six months after John R. Haley's retirement, indicating a future conversion event tied to his tenure.

Industry Context

This transaction is a routine insider compensation disclosure, common across various industries where directors and executives receive equity-based compensation to align their interests with company performance. It reflects specific corporate governance and compensation practices at Sonoco Products Company rather than broader industry trends.

Comparison to Industry Standards

• The use of phantom stock units as a form of deferred compensation for directors is a common practice in many publicly traded companies, including those in the packaging and industrial products sector like Sonoco Products Company.
• This method aligns director incentives with long-term shareholder value, similar to practices observed at peers such as WestRock Company (WRK) or Packaging Corporation of America (PKG), which also utilize various forms of equity-based compensation for their boards.
• The specific terms, such as settlement upon retirement, are standard for deferred compensation plans designed to retain experienced leadership and ensure continuity.

Corporate Governance

Related Party Transactions

• The transaction involves John R. Haley, a Director of Sonoco Products Company, acquiring phantom stock units from the company as part of his compensation, which constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's stock performance, potentially benefiting shareholders through improved governance and long-term strategic focus.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• Settlement of the phantom stock units in Sonoco Products Company common stock six months after John R. Haley's retirement.

Key Dates

Keywords

Sonoco Products Company, SON, SEC Form 4, phantom stock units, director compensation, deferred compensation, insider transaction, equity compensation, corporate governance, Rule 10b5-1