Richard Kyle
SONOCO PRODUCTSAbout Richard G. Kyle
Independent director of Sonoco Products Company; age 59; director since 2015. Former President and Chief Executive Officer of The Timken Company (2014–2024) with deep global manufacturing leadership across bearings and power transmission, and prior operating roles at Cooper Industries and Hubbell. Current committee roles at Sonoco: Chair of the Executive Compensation Committee and member of the Audit, Corporate Governance & Nominating, and Executive Committees. Independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company | President & CEO; Director | 2014–2024 (retired) | Led global manufacturing operations and strategy; brings regulatory and governance insights to Sonoco. |
| The Timken Company | COO, Bearings & Power Transmissions; Group President (Aerospace & Steel); President (Aerospace & Mobile Industries) | Not disclosed | Broad operating leadership across industrial segments. |
| Cooper Industries | Various management positions | Not disclosed | Industrial operations experience. |
| Hubbell, Inc. | Various management positions | Not disclosed | Industrial operations experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Timken Company (NYSE: TKR) | Director | Current | Ongoing public company board experience; potential network insights; no Sonoco related-party transactions disclosed. |
Board Governance
- Independence: Determined independent by the Board under NYSE standards.
- Committee assignments (2024): Executive Compensation (Chair); Audit; Corporate Governance & Nominating; Executive.
- Meeting cadence (2024): Board 11; Audit 8; Executive Compensation 4; Corporate Governance & Nominating 4; Executive 3.
- Attendance: All directors attended at least 75% of aggregate meetings of the Board and their committees; all then-serving directors attended the 2024 Annual Meeting.
- Board structure: Separate Chair and CEO; Lead Independent Director in place (Robert R. Hill, Jr.), with executive sessions led by the Lead Director.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $27,500 per quarter | Standard non-employee director cash retainer. |
| Committee chair retainer – Executive Compensation | $5,000 per quarter | Applies while serving as Exec Comp Chair. |
| 2024 cash actually paid to Kyle | $130,000 | Implied breakdown: $110,000 cash retainer + $20,000 Exec Comp chair retainer. |
| Meeting fees | None disclosed | No per-meeting fees disclosed. |
- Independence safeguards in pay: Non-employee director pay designed to preserve independence; significant portion delivered in stock equivalents held through service.
Performance Compensation (Oversight Signals)
While director compensation is not performance-based, as Chair of the Executive Compensation Committee, Kyle oversaw 2024 executive incentive design emphasizing Adjusted EBITDA (75%) and Operating Cash Flow (25%). The company achieved an overall 106.8% of target payout for the annual cash incentive, balancing under-target EBITDA with strong operating cash flow.
| Metric (2024) | Threshold | Target | Maximum | Actual | Weight | Resulting Component Outcome |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($000s) | $968,649 | $1,076,276 | $1,183,904 | $1,032,335 | 75% | Between threshold and target |
| Adjusted Operating Cash Flow ($000s) | $552,000 | $690,000 | $828,000 | $811,848 | 25% | Between target and maximum |
| Annual Incentive Payout (Overall) | — | 100% | 200% | 106.8% | — | 106.8% of target |
Additional long-term alignment signals under his committee leadership:
- Long-term incentives: 60% PCSUs (Adjusted EPS growth and ROIC for 2024–2026, with ±20% rTSR modifier vs S&P Composite 1500 Materials), 40% RSUs.
- 2022–2024 PCSU cycle vested at 200% based on above-maximum ROIC and BEPS performance (no TSR modifier on that cycle).
- Say-on-Pay support: 96.5% approval at April 2024 Annual Meeting.
Director Compensation (Richard G. Kyle – 2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Awards (mandatorily deferred stock equivalent units) | $145,000 (grant date fair value) |
| Total | $275,000 |
| Fees Deferred into Stock Equivalent Units (2024) | $145,000; payout over 5 years (election) |
Compensation structure reference:
- Equity retainer: $36,250 per quarter in deferred stock equivalent units; dividend equivalents accrued; settled 6 months post-board service in 1/3/5 annual installments (director election).
- Directors may defer cash retainers into stock units or an interest-bearing account; 2024 interest rate: 5.273%.
Other Directorships & Interlocks
- Current public company boards: The Timken Company (NYSE: TKR).
- Compensation Committee interlocks: None; no Sonoco officer sat on another company’s comp committee whose officers served on Sonoco’s Board/Comp Committee in the last fiscal year.
Expertise & Qualifications
- Global manufacturing leadership and operational expertise from CEO/COO roles at Timken, plus prior roles at Cooper Industries and Hubbell.
- Regulatory and corporate governance understanding from service on Timken’s board.
- Committee leadership experience (Exec Comp Chair) across pay design, peer benchmarking, and investor alignment.
Equity Ownership
| Category (as of date) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares (2/7/2025) | 0 | No direct common shares disclosed. |
| Deferred compensation units (2/7/2025) | 24,531 units | Non-voting until settlement; represents director deferrals. |
| Stock equivalent units (12/31/2024) | 23,775 units | Valued at $1,161,423 at $48.85/share. |
| Director stock ownership guidelines | 8,000 shares at 6 years of service (tiered) | Stock equivalent units count toward guidelines; all directors in compliance. |
| Anti-hedging/anti-pledging | Hedging prohibited; pledging of required holdings prohibited; all directors compliant as of 12/31/2024. |
Note: While Kyle had no directly beneficial common shares reported, his substantial deferred stock equivalent units count toward Sonoco’s ownership guidelines, and the company reports full compliance by all directors.
Related-Party Exposure and Conflicts
- Related-party transactions policy: Corporate Governance & Nominating Committee must approve any related-party transaction >$120,000; rigorous annual questionnaire-based review.
- Disclosed family relationship at Sonoco: CEO R. Howard Coker is the brother-in-law of Chairman John R. Haley (context for governance oversight but not related to Kyle).
- Compensation Committee independence: All members independent; Kyle chairs the committee.
- Compensation Committee interlocks: None in the last fiscal year.
Governance Assessment
Strengths
- Independent director with significant operating experience; chairs Executive Compensation and serves on Audit, CG&N, and Executive Committees—positions that influence pay design, talent oversight, audit quality, and board refreshment.
- Strong shareholder alignment signals under his compensation oversight: clear metrics (Adjusted EBITDA/Cash Flow), robust LTI design with EPS growth, ROIC, and rTSR modifier; 96.5% Say-on-Pay support in 2024.
- Ownership alignment: meaningful deferred stock units counting toward guidelines; all directors meet guideline thresholds; hedging/pledging prohibitions.
Watch items
- No directly beneficial common shares disclosed for Kyle as of 2/7/2025, though deferred units are counted toward compliance; some investors may prefer outright share ownership.
- Family tie between CEO and Chair creates perception risk; mitigants include independent Lead Director, independent comp committee chaired by Kyle, and established related-party oversight policy.
RED FLAGS (none identified for Kyle)
- No related-party transactions involving Kyle disclosed.
- No compensation committee interlocks.
- Attendance threshold met (75%+); no low-attendance flag.
- No pledging/hedging issues disclosed.
Notes on Data Availability
- Insider trading activity (Form 4) not disclosed in the proxy; no transactions involving Kyle are reported here. If needed, we can retrieve current Form 4 filings to analyze trading patterns.