James Harrell
SONOCO PRODUCTSAbout James A. Harrell, III
James A. Harrell, III is President, Global Industrial Paper Packaging Division at Sonoco Products Company. Sonoco’s 2025 proxy lists him among Named Executive Officers but does not disclose age, education, or start date. Company performance levers tied to his pay include Adjusted EBITDA and Operating Cash Flow for annual incentives (2024 actuals: Adjusted EBITDA $1,032,335k; Adjusted Operating Cash Flow $811,848k) and a 3‑year PCSU plan focused on Adjusted EPS growth and ROIC with a relative TSR modifier; the 2022–2024 PCSU cycle vested at 200% of target on strong ROIC (11.24%) and cumulative BEPS ($16.17) .
Past Roles
Not disclosed in the 2025 proxy for Mr. Harrell .
External Roles
Not disclosed in the 2025 proxy for Mr. Harrell .
Fixed Compensation
Multi-year compensation summary
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $567,579 | $603,682 | $624,243 |
| Bonus | $0 | $0 | $0 |
| Stock Awards (RSUs, PCSUs grant-date fair value) | $773,304 | $804,175 | $790,171 |
| Non-Equity Incentive Plan Compensation | $595,958 | $0 | $499,849 |
| Change in Pension Value & NQDC Earnings | $0 | $0 | $0 |
| All Other Compensation | $185,545 | $169,715 | $147,699 |
| Total | $2,122,386 | $1,577,572 | $2,061,962 |
Base salary progression
| Metric | 2023 Year-End | 2024 Year-End | % Change |
|---|---|---|---|
| Base Salary | $613,512 | $631,908 | 3.0% |
Annual cash incentive framework and 2024 outcome
| Item | Harrell Terms |
|---|---|
| Threshold / Target / Max (% of base) | 37.5% / 75.0% / 150.0% |
| 2024 Company Metrics & Weights | Adjusted EBITDA (75%); Operating Cash Flow (25%) |
| 2024 Metric Targets | Adjusted EBITDA Target: $1,076,276k; Operating Cash Flow Target: $690,000k |
| 2024 Actual Performance | Adjusted EBITDA: $1,032,335k; Adjusted Operating Cash Flow: $811,848k |
| 2024 Plan Payout Factor | 106.8% of target |
| 2024 Award | $499,849 (80.1% of base salary) |
Performance Compensation
2024 long-term equity awards (grant date: Feb 20, 2024)
| Instrument | Shares (Threshold) | Shares (Target) | Shares (Max) | Grant-date Fair Value |
|---|---|---|---|---|
| PCSUs (60% of LTI) | 4,601 | 9,201 | 18,402 | $465,019 |
| RSUs (40% of LTI) | — | 5,915 | — | $310,005 |
| RSUs – DC SERP (deferred stock) | — | 269 | — | $15,147 |
| Total Target LTI Value | — | — | — | $775,024 |
- RSUs vest in equal annual installments on the 1st, 2nd, and 3rd anniversaries of grant (generally Feb 20, 2025/2026/2027) .
- PCSUs performance period: Jan 1, 2024 – Dec 31, 2026 .
PCSU 2024–2026 performance metrics
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Three-year cumulative Adjusted EPS growth | 60% | -0.7% | 3.5% | 7.4% |
| Average three-year ROIC | 40% | 10.00% | 11.10% | 12.20% |
| rTSR Modifier vs S&P Composite 1500 Materials | ±20% | — | — | — |
Prior PCSU cycle result (applies to NEOs)
| Cycle | ROIC (3-year avg) | Cumulative BEPS | Payout |
|---|---|---|---|
| 2022–2024 | 11.24% | $16.17 | 200% of target |
Equity Ownership & Alignment
Beneficial ownership and equity positions (as of reporting dates)
| Item | Value |
|---|---|
| Beneficially owned shares (Feb 7, 2025) | 47,499 |
| Deferred vested RSUs | 21,138 |
| Deferred compensation units | 0 |
| SSARs vested/exercisable | 15,528 |
| SSARs with appreciation (Feb 7, 2025) | 112; net shares issuable: 16 |
| RSUs to be issued within 60 days (as of Feb 7, 2025) | 5,652 |
Ownership policies and compliance
- Stock ownership guideline for Presidents: 2.0x annual base salary .
- Anti-hedging and anti-pledging policies in place; no directors or executive officers have pledged shares as of Dec 31, 2024; all directors and NEOs in compliance with policies .
Deferred compensation balances (DC SERP, DC Restoration, NQDC)
| Plan Component | 2024 Company Contributions | 2024 Aggregate Earnings | 2024 Year-end Balance |
|---|---|---|---|
| DC Restoration | $34,980 | $53,235 | $617,707 |
| DCSERP (Deferred Cash) | $84,307 | $34,886 | $948,290 |
| DCSERP (Deferred Stock) | $15,092 | $(21,610) | $310,129 |
| NQDC—Deferred PCSUs/RSUs | $0 | $(73,357) | $719,321 |
Employment Terms
Severance and change-in-control economics (Harrell-specific)
| Scenario | Cash Severance | Unvested PCSUs | Unvested RSUs | Healthcare Premiums | Executive Life Insurance Lump Sum |
|---|---|---|---|---|---|
| Involuntary Not for Cause / Resignation for Good Reason | $631,908 | $562,830 | $276,100 | $13,249 | $3,856 |
| Termination following Change-in-Control | $1,658,759 | $862,203 | $560,358 | $13,249 | $3,856 |
| Retirement (age ≥60, ≥5 years) | $0 | $425,378 | $243,520 | $0 | $3,856 |
| Death | $0 | $425,378 | $560,358 | $0 | $1,750,000 |
| Disability | $0 | $425,378 | $560,358 | $0 | $1,750,000 |
Key plan mechanics:
- Executive Severance Plan: for non‑CIC qualifying terminations, cash severance equals 1.0x base salary for officers; annual bonus prorated on actual performance; equity that would vest in 12 months continues to vest; 12 months of benefits at employee rates; outplacement up to $25,000 .
- CIC Plan: for qualifying terminations within 24 months of CIC, lump sum equals Annual Cash Plan payout (greater of target or actual, prorated) plus 1.5x (base salary + target bonus) for officers in Harrell’s tier; COBRA up to 18 months; outplacement up to $25,000; PCSUs deemed achieved at greater of actual/target with service-based vesting; RSUs immediate vesting upon termination .
- Clawback policy (Dodd‑Frank compliant) applies to Section 16 officers for incentive comp erroneously paid due to financial misstatements, for comp received on/after Oct 2, 2023 .
- No individual employment contracts; minimization of guarantees; limited perquisites; no tax gross-ups (except broad-based relocation) .
Investment Implications
- Pay-for-performance alignment: Harrell’s annual incentive tied 75% to Adjusted EBITDA and 25% to Operating Cash Flow; 2024 payout at 106.8% reflects EBITDA below target but cash flow significantly above target—shifting focus to cash generation reduces working capital risk and may favor deleveraging post-portfolio actions .
- Long-term incentives emphasize value creation: PCSUs require sustained Adjusted EPS growth and ROIC with a ±20% rTSR modifier; strong 2022–2024 vesting (200%) underscores execution on returns, a positive signal for future award realizability if strategy persists .
- Retention and selling pressure: RSUs vest over three years (ongoing share delivery), and Harrell has RSUs to be issued within 60 days (5,652 shares), but SSARs in-the-money exposure is small (112 SSARs; 16 net shares), suggesting limited near-term forced selling pressure .
- Alignment safeguards: Required ownership of 2x salary for Presidents, anti-hedging and anti-pledging (no pledging reported), and clawback provisions mitigate misalignment and governance risk .
- Downside protections: Severance (1.0x base) and CIC benefits (1.5x salary+target bonus with equity vesting protections) reduce retention risk amid strategic portfolio changes; investors should monitor PCSU goal rigor (EPS/ROIC targets and rTSR calibration) to ensure awards remain performance-contingent rather than guarantee-like .
References
- Sonoco 2025 Proxy Statement (DEF 14A), published Mar 14, 2025: executive and compensation sections, tables, and policies .