John Haley
SONOCO PRODUCTSAbout John R. Haley
John R. Haley, 63, is Chairman of the Board at Sonoco and has served as a director since 2011; he is Chief Executive Officer of Gosiger, Inc. (2010–present) with prior roles as Managing Partner and Division Vice President, bringing executive leadership in manufacturing and automation, corporate finance, and sales/marketing . He is the brother‑in‑law of Sonoco’s CEO, R. Howard Coker, and is therefore not independent under NYSE/Company policies; the proxy lists ten independent directors and does not include Haley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gosiger, Inc. (privately owned distributor of CNC machine tools and factory automation) | Chief Executive Officer; previously Managing Partner; Division Vice President | CEO 2010–present | Executive leadership in manufacturing/automation; finance; sales/marketing |
| Sonoco Products Company | Director; Chairman of the Board | Director since 2011; Chair since 2019 | Board leadership and strategy oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ultra‑met Carbide Technologies | Director | Private | Current board service |
| Various non‑profit organizations | Board roles | N/A | Current service |
Board Governance
- Independence: Not independent due to immediate family relationship (brother‑in‑law) with CEO R. Howard Coker; not included among the ten independent directors designated by the Board .
- Board leadership: Roles are separated (Coker is CEO; Haley is Chair); the Lead Independent Director (Robert R. Hill, Jr.) presides over executive sessions, agendas, and shareholder communications as needed .
- Committee assignments (2024): Executive Committee Chair; Executive Committee empowered between regular meetings within legal limits .
- Attendance/engagement: Board held 11 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all then‑serving directors attended the 2024 Annual Meeting of Shareholders .
- 2025 director election result (individual): For 72,828,847; Against 2,563,586; Abstain 134,784; Broker non‑votes 13,379,314 .
Fixed Compensation
Director compensation structure (non‑employee directors; quarterly amounts unless noted):
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $27,500 per quarter | Standard non‑employee director cash retainer |
| Equity retainer (deferred stock equivalent units) | $36,250 per quarter | Mandatorily deferred until six months post‑service; accrues dividend equivalents |
| Chairman of the Board retainer | $37,500 per quarter | Additional to standard retainers |
| Lead Independent Director retainer | $7,500 per quarter | Additional to standard retainers |
| Committee Chair retainers | Audit $6,250; Exec Comp $5,000; CG&N/Financial Policy/Employee & Public Responsibility $4,375 per quarter | Additional to standard retainers |
2024 compensation – John R. Haley (non‑employee Chair):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John R. Haley | 0 | 405,000 | 405,000 |
- Deferral elections: Mr. Haley elected to defer his Chairman fees ($150,000) and cash retainer ($110,000) into deferred stock equivalent units in 2024; total deferred into stock equivalent units: $405,000; payout schedule: 5 years .
Performance Compensation
- Non‑employee directors do not receive performance‑based incentives (no annual bonus metrics, no PSU/option awards specific to director service); director equity is delivered as deferred stock equivalent units with time‑based settlement post‑service .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mr. Haley; listed service is Ultra‑met Carbide Technologies (private) and non‑profits .
- Compensation Committee interlocks/insider participation: None—no Sonoco executive served on another entity’s board/compensation committee whose officers served on Sonoco’s Board or Executive Compensation Committee in 2024 .
Expertise & Qualifications
- Executive leadership in manufacturing and factory automation; corporate finance; sales and marketing; currently serves as Board Chair; committee experience as Executive Committee Chair .
Equity Ownership
Ownership and alignment (as of noted dates):
| Category | Amount | Valuation/Notes |
|---|---|---|
| Beneficial ownership (common shares) as of Feb 7, 2025 | 15,558 shares | Percent of class not shown (<1%) |
| Deferred compensation units as of Feb 7, 2025 | 68,860 units | Non‑voting/non‑dispositive; settled post‑service |
| Fees deferred into stock equivalent units as of Dec 31, 2024 | 66,752 units | Value $3,260,825 at $48.85/share (12/31/24 close) |
Ownership guidelines (directors):
- Two years: 3,000 shares; four years: 5,000; six years: 8,000; deferred stock equivalent units count toward compliance; all directors are in compliance . Policies and risk alignment:
- Anti‑hedging and anti‑pledging policies in place; as of 12/31/2024, all directors and NEOs were in compliance; directors/officers subject to guidelines may not pledge shares required under those guidelines .
- Executive compensation clawback policy applies to Section 16 officers (not directors) for erroneously paid incentive compensation tied to financial restatements, effective for compensation received on/after Oct 2, 2023 .
Governance Assessment
- Red flag—related party/independence: Mr. Haley is the CEO’s brother‑in‑law and is not independent; while Sonoco separates CEO and Chair roles and uses a Lead Independent Director, the familial relationship at the Chair level can be perceived as a potential conflict and may affect investor confidence if not mitigated by robust independent oversight .
- Oversight mitigants: Lead Independent Director presides over executive sessions and agendas, and independent directors chair all key committees (Audit, Executive Compensation, Corporate Governance & Nominating); all members of these committees are independent per NYSE/SEC rules .
- Attendance and engagement: Board met 11 times in 2024; all directors met the 75%+ attendance threshold; all then‑serving directors attended the 2024 Annual Meeting, signaling engagement .
- Shareholder voting signals: Mr. Haley was re‑elected at the 2025 AGM with 72.83M “For,” 2.56M “Against,” 0.13M “Abstain” (broker non‑votes 13.38M); overall Say‑on‑Pay support in 2025 was approved (71.01M For, 4.16M Against, 0.36M Abstain; 13.38M broker non‑votes), and 2024 Say‑on‑Pay support was 96.5% For, indicating broad support for compensation practices .
- Director compensation alignment: As Chair, Mr. Haley receives additional retainer; notably, he deferred 100% of his 2024 cash fees into stock equivalent units and, along with the mandatory equity retainer, had $405,000 in stock‑based awards for 2024, which strengthens ownership alignment (deferred units settle post‑service) .
- Related‑party review: Sonoco maintains a formal Related Party Transaction Approval Policy overseen by the Corporate Governance & Nominating Committee; the familial relationship between the CEO and Mr. Haley is disclosed; no specific transactions beyond the relationship are reported .
Director Compensation Details (reference)
| Item | 2024 Detail |
|---|---|
| Cash/equity structure | Quarterly cash retainer $27,500; quarterly equity retainer $36,250 (deferred stock equivalent units) |
| Chair/lead/chair fees | Chair $37,500/qtr; Lead Independent $7,500/qtr; committee chair fees as noted |
| Haley 2024 comp | Cash fees $0 (fully deferred); stock awards $405,000; total $405,000 |
| Haley deferral election | $405,000 deferred to stock equivalent units; 5‑year payout schedule |
Voting Results – 2025 (individual)
| Director | For | Against | Abstain | Broker non‑votes |
|---|---|---|---|---|
| John R. Haley | 72,828,847 | 2,563,586 | 134,784 | 13,379,314 |
Key Policies and Structures
- Lead Independent Director authority (executive sessions, agenda setting, shareholder communications) .
- Independent Audit, Executive Compensation, and Corporate Governance & Nominating Committees; 2024 meetings: Audit (8), Executive Compensation (4), CG&N (4); Employee & Public Responsibility (4); Financial Policy (4); Executive (3) .
- Anti‑hedging/anti‑pledging policies and director ownership guidelines; all directors in compliance as of year‑end 2024 .
Overall: Mr. Haley brings deep operating and commercial experience and strong equity alignment via deferrals, but his non‑independent status and family relationship with the CEO represent governance risk that investors typically expect to see mitigated through robust independent leadership (Lead Director), independent committees, and transparent related‑party oversight. Current structures and disclosures indicate those mitigants are in place .