John Florence
SONOCO PRODUCTSAbout John Florence
John M. Florence, Jr. is Sonoco’s General Counsel & Secretary and Vice President/General Manager—Industrial Paper Packaging, North America (appointed January 2025), having joined Sonoco in 2015 and previously served as CHRO and led the integration of Metal Packaging after the Ball Metalpack acquisition; age 46 . In 2023, the combined North America Paper and Converted Paper Products businesses he now oversees represented over $1.4 billion in net sales, reflecting significant operational scope . Company performance context during his senior leadership tenure: five-year cumulative TSR was -6.37% versus peer index +36.68%, while Adjusted EBITDA was $1,147.8M (2022), $1,049.9M (2023), and $1,032.3M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sonoco | General Counsel, Secretary & VP/GM—Converted Paper Products, North America | 2022–2025 | Led and operated a foundational paper converting business; prepared for the 2025 combination with NA Paper |
| Sonoco | VP, General Counsel, Human Resources & Secretary | 2019–2022 | Led HR and legal; integrated Metal Packaging post Ball Metalpack acquisition |
| Sonoco | Corporate VP, General Counsel & Secretary | 2016–2019 | Built legal governance infrastructure across a global footprint |
| Sonoco | General Counsel & Secretary (joined Sonoco) | 2015–2016 | Established executive legal leadership; joined Executive Committee |
External Roles
- None disclosed in SEC filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $536,864 | $558,330 | $577,346 |
| Stock Awards ($) | $1,023,237 | $1,027,632 | $1,014,021 |
| All Other Compensation ($) | $176,167 | $151,136 | $130,151 |
| Total ($) | $2,299,975 | $1,737,098 | $2,152,996 |
| Year-end Base Salary ($) | — | $567,420 | $584,436 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Result |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($000) | 75% | $968,649 | $1,076,276 | $1,183,904 | $1,032,335 | Between threshold and target |
| Operating Cash Flow ($000) | 25% | $552,000 | $690,000 | $828,000 | $811,848 | Between target and maximum |
| Plan Payout | — | — | — | — | — | 106.8% of target |
| Executive Parameter | 2024 Value |
|---|---|
| Target Bonus (% of Base) | 70% |
| Threshold / Max (% of Base) | 35% / 140% |
| Actual 2024 Bonus ($) | $431,477 |
Notes:
- Committee changed annual metrics in 2024 to 75% Adjusted EBITDA and 25% Operating Cash Flow (replacing net working capital days) .
Long-Term Incentives
| Element | 2024 Grant Details | Vesting / Metrics |
|---|---|---|
| PCSUs (60% of LTI) | $600,011 grant-date fair value; target shares 11,872; threshold 5,936; max 23,744 | 2024–2026 cycle; 60% three-year cumulative Adjusted EPS growth (threshold -0.7%, target 3.5%, max 7.4%), 40% average three-year ROIC (10.00%, 11.10%, 12.20%); ±20% rTSR modifier vs S&P Composite 1500 Materials |
| RSUs (40% of LTI) | $400,046; 7,633 shares | Time-vest 1/3 on each of the first, second, and third anniversaries; optional post-vesting deferral to 6 months after separation (dividend equivalents accrue during deferral) |
| 2022–2024 PCSU outcome | Vested at 200% of target based on ROIC and BEPS performance; Florence deferred 23,104 shares to settlement after separation |
Equity Ownership & Alignment
| Category | Value |
|---|---|
| Beneficial Ownership (Direct/Indirect Shares) | 7,052 |
| Deferred Vested RSUs (#) | 27,603 |
| Deferred Compensation Units (#) | 18,281 |
| Outstanding RSUs (unvested) at 12/31/2024 | 7,633; MV $372,872 (at $48.85) |
| Outstanding PCSUs (max potential) at 12/31/2024 | 26,118; MV $1,275,884 (at $48.85) |
| NQDC Contributions in 2024 (Deferred PCSUs/RSUs) | $1,511,937; Aggregate Balance $3,009,746 |
| DC Restoration—Aggregate Balance | $405,572 |
| DC SERP—Deferred Cash Aggregate Balance | $468,596 |
- Ownership as % of shares outstanding is ~0.007% based on 7,052 shares vs 98,624,785 shares outstanding on the 2025 record date .
- Options/SSARs: Florence had 18,908 total SSARs vested/exercisable; none were in-the-money as of Feb 7, 2025; restricted stock units to be issued within 60 days: 0 .
- Stock Ownership Guidelines: Vice Presidents must hold 1.0x salary; all NEOs/directors were in compliance as of 12/31/2024 .
- Hedging/Pledging: Prohibited; all NEOs/directors in compliance; no shares pledged as of 12/31/2024 .
- Deferral reduces near-term selling pressure: Florence deferred settlement of vested PCSUs/RSUs into the NQDC (e.g., 23,104 shares from the 2022–2024 cycle) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (non-CIC) | Cash severance equal to 1.0x base salary; pro-rata annual bonus based on actual; certain RSUs/PCSUs scheduled to vest over 12 months post-termination subject to performance culminations; up to 12 months continued benefits; up to $25,000 outplacement |
| Change-in-Control (CIC) | Double-trigger: upon qualifying termination within 24 months post-CIC—cash payment equals (target or actual pro-rated annual bonus) + 2.0x (base salary + target bonus) for officers reporting to CEO; COBRA up to 18 months; outplacement up to $25,000; vesting: PCSUs deemed achieved at ≥ target or actual, then service-based vesting through period; RSUs fully vest; special RSUs for CEO prorated |
| Clawback | Executive Compensation Clawback Policy compliant with SEC rules; applies to incentive comp received on/after Oct 2, 2023 |
| Contracts/Non-compete | Not disclosed in proxy/10-K for Florence (skip) |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: RSUs/PCSUs comprise ~55% of non-CEO NEO target total direct compensation, aligning with pay-for-performance .
- 2024 annual incentive paid at 106.8% of target driven by strong cash flow (811,848 adjusted OCF) against headwinds on EBITDA, reinstating cash bonus relative to no payout in 2023 for Florence .
- Year-over-year cash vs equity: salary increased (2023: $558,330 → 2024: $577,346), stock awards were stable (2023: $1,027,632; 2024: $1,014,021), and bonus re-emerged in 2024 ($431,477), indicating improved short-term performance without increasing guaranteed compensation .
Performance & Track Record
- Leadership achievements: Integrated Metal Packaging post Ball Metalpack, served as CHRO, expanded to combine NA Paper and Converted Paper Products into a single operating unit (>$1.4B net sales in 2023) to simplify operations and enhance growth .
- Company results context: Adjusted EBITDA was $1,032.3M in 2024, $1,049.9M in 2023, $1,147.8M in 2022; five-year cumulative TSR -6.37% vs peer index +36.68% .
Say-on-Pay & Peer Benchmarking
- 2024 Say-on-Pay approval: 96.5% .
- Peer group methodology: 12 packaging peers; target median (50th percentile) positioning with FW Cook as independent consultant .
Equity Award Vesting Schedules
- RSUs: Standard 3-year ratable vesting; eligible post-vesting deferral to 6 months after separation; dividend equivalents accrue during deferral .
- PCSUs: 3-year performance cycle; 2024–2026 measures are Adjusted EPS growth (60%) and ROIC (40%) with ±20% rTSR modifier; threshold required for payout .
Related Party & Governance Risk Indicators
- Anti-hedging and anti-pledging policies in force; all NEOs/directors compliant as of year-end 2024 .
- Clawback policy aligned with Dodd-Frank and SEC rules .
- No tax gross-ups to NEOs; limited perquisites; Florence’s perquisites were $0 in 2024; executive life insurance premium $3,499; DC contributions $50,991; DC SERP $75,662 .
- CFO transition (Jan 3, 2025) covered by Severance Plan and interim CFO compensation structures; not tied to disagreements; orderly transition .
Investment Implications
- Alignment: High proportion of equity-based pay (PCSUs/RSUs) and rigorous metrics (Adjusted EPS, ROIC, OCF, EBITDA) link pay to value creation; strong say-on-pay support reduces governance overhang .
- Retention/Selling Pressure: Significant deferrals of vested equity (e.g., 23,104 PCSUs) and policy restrictions (hedging/pledging) mitigate near-term selling pressure; DC SERP vests only at age 55 with service, supporting retention .
- Execution Risk: Expanded operational remit (> $1.4B NA paper/converting unit) requires continued productivity and pricing discipline amid margin headwinds (EBITDA down vs 2022) and leverage normalization post-Eviosys; monitor PCSU performance cycles (2024–2026), OCF sustainability, and deleveraging from pending divestiture proceeds .