Robert Hill Jr.
SONOCO PRODUCTSAbout Robert R. Hill Jr.
Independent director and Lead Independent Director of Sonoco Products Company since 2022; age 58; director since 2019. Former Executive Chairman and CEO of South State Corporation with deep financial services, M&A, and audit oversight experience, including serving as Audit Committee Chair at the Federal Reserve Bank of Richmond. Core credentials: banking CEO, public company board experience, governance leadership (CG&N Chair), and financial policy oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| South State Corporation | Executive Chairman | 2020–2023 | Oversaw strategy and governance post-CEO tenure |
| South State Corporation | Chief Executive Officer | 2004–2020 | Led bank through growth/M&A cycles |
| South State Corporation | President & COO | 1999–2004 | Operational leadership prior to CEO role |
| Federal Reserve Bank of Richmond | Director; Audit Committee Chair | 2015–2020 | Audit oversight, regulatory governance |
External Roles
- No current public company directorships disclosed for Hill; prior public board roles include South State Corporation and Federal Reserve Bank of Richmond .
Board Governance
- Roles: Lead Independent Director since 2022; Chair, Corporate Governance & Nominating Committee; Member, Executive Committee, Executive Compensation Committee, Financial Policy Committee .
- Independence: Board determined Hill is independent under NYSE standards (one of ten independent directors) .
- Attendance and engagement: Board held 11 meetings in 2024; all directors attended ≥75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting; committees met as below .
| Committee | Chair | 2024 Meetings | Hill’s Membership |
|---|---|---|---|
| Corporate Governance & Nominating | Robert R. Hill Jr. | 4 | Chair |
| Executive Compensation | Richard G. Kyle | 4 | Member |
| Financial Policy | Blythe J. McGarvie | 4 | Member |
| Audit | Theresa J. Drew | 8 | Not a member |
| Employee & Public Responsibility | Pamela L. Davies | 4 | Not a member |
| Executive Committee | John R. Haley | 3 | Member |
- Lead Independent Director mandate: presides at executive sessions, liaises with Chair/management, reviews Board information flow/agenda, and is available for major shareholder engagement .
Fixed Compensation
- Structure: Quarterly cash retainer $27,500; Lead Independent Director retainer $7,500 quarterly; committee chair retainers: Audit $6,250; Executive Compensation $5,000; Corporate Governance & Nominating, Financial Policy, Employee & Public Responsibility each $4,375; Chairman of the Board $37,500 quarterly .
- Director deferral options: Cash fees (except chair retainers) may be deferred into stock-equivalent units or an interest-bearing account (2024 rate 5.273%) .
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $157,500 | Includes base, Lead Independent Director, and chair fees |
| 2024 Stock Awards (Deferred Stock Units) | $145,000 | Mandatory quarterly equity retainer ($36,250 per quarter) |
| 2024 Total Director Compensation | $302,500 | Sum of cash and stock awards |
| 2024 Deferral Election – Stock Units | $145,000 | Payout over 3 years post-service |
Performance Compensation
- Directors receive equity in the form of mandatorily deferred stock equivalent units each quarter; no performance metrics (RSUs/PSUs and annual incentive metrics apply to executives, not directors) .
| Equity Item | 2024 Grants/Units | Vesting/Settlement |
|---|---|---|
| Quarterly Deferred Stock Equivalent Units | $36,250 per quarter | Settled in shares 6 months after board service ends; dividend equivalents accrue |
Other Directorships & Interlocks
- Prior board service: South State Corporation; Federal Reserve Bank of Richmond (Audit Committee Chair) .
- No disclosed current interlocks with Sonoco’s major customers/suppliers or related-party transactions involving Hill; Board maintains related-party approval policy through CG&N Committee .
Expertise & Qualifications
- Financial industry leadership, M&A execution, audit oversight, regulatory governance; complements Sonoco’s Financial Policy and governance needs, with global and banking insights supporting risk oversight and capital structure reviews .
Equity Ownership
| Ownership Measure | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficially Owned Shares | 24,065 | Feb 7, 2025 | Sole voting/dispositive power |
| Deferred Compensation Units | 22,929 | Feb 7, 2025 | No voting/dispositive rights |
| Deferred Stock Equivalent Units | 22,174 | Dec 31, 2024 | Value $1,083,177 at $48.85/share |
| Director Ownership Guideline | 8,000 shares | 6 years of service | All directors in compliance; stock equivalents count toward guideline |
- Policies: Anti-hedging and anti-pledging policies applicable to directors; all directors in compliance as of Dec 31, 2024 .
Governance Assessment
- Effectiveness signals: Hill’s Lead Independent Director role strengthens independent oversight, shareholder engagement, and board evaluation processes; CG&N chair responsibilities include governance guidelines, nominations, CEO performance appraisal, succession planning—core to board effectiveness .
- Alignment: Material portion of director pay in deferred stock units held until six months post-service; deferral elections and ownership guidelines reinforce long-term alignment .
- Independence and attendance: Independent status, multi-committee service, and strong attendance record support investor confidence .
- Compensation governance context: Say-on-Pay support at 96.5% in 2024 and use of independent consultant (FW Cook) indicate responsiveness to shareholder expectations and disciplined pay governance (executive pay context) .
- RED FLAGS to monitor: Familial relationship between Chairman John R. Haley and CEO R. Howard Coker (not involving Hill) noted under related-party disclosures; continued vigilance via CG&N oversight recommended . No hedging/pledging, tax gross-ups for directors, or director-related party transactions disclosed regarding Hill—low conflict profile .
Overall: Hill’s LID status, CG&N chair role, and financial policy membership provide robust governance oversight. His compensation mix and ownership suggest strong alignment; no specific conflicts disclosed involving Hill. Continued monitoring of board independence around familial ties at the Chair/CEO level remains prudent .