Pamela Davies

About Pamela L. Davies

Independent director of Sonoco since 2004; age 68. President Emerita and Professor of Strategy at Queens University of Charlotte; previously President of Queens (2002–2019) and former Dean of Drexel University’s LeBow College of Business. Core credentials cited by Sonoco include financial and strategic planning expertise, broad leadership, global perspective, and public company governance experience . She is designated independent by the Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Dr. Davies is independent under NYSE standards .
• Board and committee activity/attendance: Board met 11 times in 2024; all directors attended at least 75% of Board and committee meetings; all then‑serving directors attended the 2024 annual meeting .

• Committee scopes: As EPR Chair, she oversees sustainability, employee safety/health, morale, charitable/educational contributions, public policy (including political/government affairs), and major public constituencies oversight . The CG&N Committee handles governance guidelines, board nominations, CEO performance appraisal process, and succession planning oversight . The Executive Compensation Committee sets pay philosophy, oversees company-wide compensation programs, and determines CEO/CFO/NEO pay; all members are independent .

Fixed Compensation (Non‑Employee Director, 2024)

Program structure (applies to all non‑employee directors):

• Quarterly cash retainer: $27,500; quarterly equity retainer (deferred stock equivalent units): $36,250; chairs: EPR/CG&N/Financial Policy each $4,375 per quarter; Executive Compensation Chair $5,000; Audit Chair $6,250; Lead Independent Director $7,500; Chairman $37,500 .
• Optional deferral of cash retainer/fees (except chair retainers) into stock units or an interest-bearing account (2024 rate 5.273%) .

Performance Compensation

• Non‑employee directors do not receive bonus/option or performance‑conditioned equity; director equity is delivered as deferred stock equivalent units and must be held for the duration of board service, aligning interests with shareholders .

Other Directorships & Interlocks

Expertise & Qualifications

• Sonoco cites Dr. Davies’ “financial and strategic planning expertise, broad leadership ability, global perspective, and a strong business academic viewpoint,” plus experience on other public company boards and corporate governance/regulatory understanding .
• Committee leadership experience as Chair of EPR (sustainability/ESG oversight), with memberships on CG&N and Executive Compensation committees .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep governance and compensation oversight: member of Executive Compensation and CG&N committees; chairs EPR (sustainability/ESG, employee safety/public policy) .
  • Engagement: Board held 11 meetings in 2024; all directors met ≥75% attendance; directors attended 2024 annual meeting .
  • Alignment: Mandatory equity retainer paid as deferred stock equivalents held through service; Dr. Davies deferred $145,000 of 2024 equity and holds ~60k units, and director ownership guidelines indicate all directors are in compliance, supporting skin‑in‑the‑game .
  • Shareholder signals: 2024 Say‑on‑Pay support of 96.5% indicates broad investor approval of pay practices overseen by the committee on which she serves .
  • Risk controls: Anti‑hedging/anti‑pledging policies with compliance; SEC‑compliant clawback policy adopted; independent compensation consultant (FW Cook) assessed as conflict‑free .

• Watch items

  • Tenure: On the Board since 2004 (long tenure can raise independence‑perception questions despite formal independence); the Board continues periodic refreshment (five new members since 2019, including four independents) .
  • Board‑level related‑party context: Not involving Dr. Davies, but the CEO (R. Howard Coker) is the brother‑in‑law of the Chairman (John R. Haley), which is disclosed; Board maintains related‑party review policies .
  • No related‑party transactions disclosed for Dr. Davies in the proxy .

• Committee effectiveness notes

  • Executive Compensation Committee composition (all independent; no interlocks), scope, use of independent consultant, and stable shareholder support suggest a functioning pay‑for‑performance framework; committee members include Chair Richard G. Kyle, Dr. Davies, Robert R. Hill Jr., and Thomas E. Whiddon .

Fixed Compensation (Program Details)

Performance Compensation (Directors)

• None disclosed; non‑employee director compensation consists of fixed cash retainers and mandatorily deferred equity units without performance conditions .

Other Directorships & Interlocks (Detail)

Related Party Exposure

• Policy requires Corporate Governance & Nominating Committee approval for related‑party transactions >$120,000; annual questionnaires and independence assessments conducted; employment of related parties disclosed (CEO/Chairman family relationship); no related‑party transactions disclosed for Dr. Davies .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑Pay approval at April 2024 annual meeting: 96.5% support; committee made no material design changes as a result of the vote .

Expertise & Qualifications (Company‑stated)

• “Financial and strategic planning expertise,” “broad leadership ability,” “global perspective,” “strong business academic viewpoint,” and prior public company board experience with governance/regulatory knowledge .

Equity Ownership (Detail)

RED FLAGS: None disclosed specific to Dr. Davies (no related‑party transactions, no hedging/pledging, strong attendance). Board‑level family relationship between CEO and Chairman exists and is disclosed; oversight mitigants include independent Lead Director, majority‑independent Board, and committee independence .