Rodger Fuller
SONOCO PRODUCTSAbout Rodger Fuller
Rodger D. Fuller is Sonoco’s Chief Operating Officer and a Named Executive Officer (NEO). He has long-tenured service at the company with 32.50 years of credited service under the DB Restoration plan and 33.58 years under the DB SERP, and is fully vested in the DC SERP, indicating deep institutional experience and retention value . Company performance context during his recent tenure includes 2024 Adjusted Operating Cash Flow of $811.8 million and Adjusted EBITDA of $1,032.3 million, with the 2022–2024 PCSU cycle vesting at 200% on strong ROIC and BEPS outcomes; 2024 say‑on‑pay support was 96.5% and the company’s five‑year cumulative TSR was −6.37% versus peer +36.68% .
Fixed Compensation
| Metric | 2023 Year-End | 2024 Year-End | % Change |
|---|---|---|---|
| Base Salary ($) | $762,024 | $784,884 | 3.0% |
Performance Compensation
| Item | Threshold | Target | Maximum |
|---|---|---|---|
| Annual Incentive (% of base) | 43.8% | 87.5% | 175.0% |
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Context |
|---|---|---|---|---|---|---|
| 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 | $811,848 | Between target and maximum |
| 2024 Payout ($) | % of Target | % of Base Salary |
|---|---|---|
| $724,327 | 106.8% | 93.4% |
• 2024 plan design changed to replace Net Working Capital Days with Operating Cash Flow, aligning better with financial health; weightings set at 75% Adjusted EBITDA and 25% Operating Cash Flow .
Performance Compensation (Long-Term Incentives)
| Award Type | Grant Date | Target Value ($) | Shares at Target (#) | Vesting |
|---|---|---|---|---|
| PCSUs | 02-20-2024 | $1,200,022 | 23,744 | 3-year (2024–2026) on Adjusted EPS growth (60%) and ROIC (40%), with rTSR modifier ±20% vs S&P Composite 1500 Materials |
| RSUs | 02-20-2024 | $800,039 | 15,265 | Vest in equal installments on 1st, 2nd, 3rd anniversaries |
| RSUs—DC SERP | 02-20-2024 | $18,751 | 333 | Fully vested; settlement post‑retirement per plan |
| PCSU Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| 3-Year Cumulative Adjusted EPS Growth | 60% | −0.7% | 3.5% | 7.4% |
| Average 3-Year ROIC | 40% | 10.00% | 11.10% | 12.20% |
| Cycle | Metric Outcome | Vesting Multiple | Shares Vested (#) |
|---|---|---|---|
| 2022–2024 PCSU | ROIC 11.24% (> max) and cumulative BEPS $16.17 (> max) | 200% of target | 42,742 |
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Shares beneficially owned (#) | 149,538 |
| RSUs to be issued within 60 days (#) | 14,371 |
| Total vested/exercisable SSARs (#) | 80,285 |
| SSARs in‑the‑money (#) | 0 (no appreciation) |
| Executive stock ownership guideline (COO) | 4.0× annual base salary |
| Anti‑hedging / anti‑pledging compliance | All directors and NEOs in compliance as of 12/31/2024 |
| Outstanding Awards at 12/31/2024 | Count (#) | Market Value ($) |
|---|---|---|
| Unvested RSUs | 15,265 | $745,695 (at $48.85) |
| Unearned PCSUs (max potential for 2024 grant) | 52,237 | $2,551,768 (at $48.85) |
| Plan | 2024 Registrant Contribution ($) | Aggregate Balance at 12/31/2024 ($) |
|---|---|---|
| DC Restoration | $50,092 | $1,176,462 |
| DC SERP (Deferred Cash) | $112,476 | $571,275 |
| DC SERP (Deferred Stock) | $18,745 | $126,502 |
| DB Restoration (present value) | — | $3,422,482 |
| DB SERP (present value) | — | $847,313 |
| Years of Credited Service (DB Restoration / DB SERP) | 32.50 / 33.58 | — |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (non‑change‑in‑control) | Base salary ×1.0; pro‑rated actual bonus for year of termination; 12 months of benefits at employee rates; outplacement up to $25,000; time‑based and certain performance‑based awards continue to vest for 12 months subject to plan conditions |
| Change‑in‑Control (CIC) | Lump sum = pro‑rated (greater of target/actual) bonus + 2.0× (base salary + target bonus) for officers reporting to CEO; COBRA up to 18 months; equity per award agreements; outplacement up to $25,000 |
| Equity treatment at CIC | PCSUs deemed achieved at ≥ target or actual and then service‑vest through the performance period; full vest on qualifying termination within 24 months of CIC; RSUs fully vest on qualifying CIC termination |
| Clawback | Dodd‑Frank/SEC‑compliant clawback policy applies to incentive compensation received by Section 16 officers on/after Oct 2, 2023 |
| Scenario (as of 12/31/2024) | Cash Severance ($) | Unvested PCSUs ($) | Unvested RSUs ($) | Company‑paid healthcare premiums ($) | Executive life insurance lump sum ($) |
|---|---|---|---|---|---|
| Involuntary Not for Cause / Good Reason | $784,884 | $1,452,414 | $702,023 | $13,249 | $3,811 |
| Termination following CIC | $2,943,315 | $2,224,971 | $1,435,506 | $0 | $0 |
| Retirement | $0 | $1,097,712 (prorated) | $619,033 (prorated) | $0 | $3,811 |
Multi‑Year Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $720,980 | $749,814 | $775,359 |
| Stock Awards ($) | $1,885,304 | $2,041,641 | $2,018,812 |
| Non‑Equity Incentive ($) | $939,681 | $0 | $724,327 |
| All Other Compensation ($) | $281,088 | $242,089 | $205,997 |
| Total ($) | $3,827,053 | $3,033,544 | $3,724,494 |
Compensation Structure Observations
- At‑risk pay is the dominant component: Sonoco targets 60% PCSUs / 40% RSUs in LTI, and averages ~75% of NEO target total direct compensation as performance‑based, reinforcing alignment with shareholder outcomes .
- Program features include no option repricing without shareholder approval, no tax gross‑ups for NEOs, limited perquisites, and anti‑hedging/anti‑pledging policies; all directors and NEOs were in compliance as of 12/31/2024 .
- 2024 annual incentive metrics emphasized cash generation (Operating Cash Flow) alongside profitability (Adjusted EBITDA), supporting balance between growth and liquidity management .
Investment Implications
- Alignment: Fuller’s pay mix and long‑tenured, fully vested retirement standing suggest high alignment and low near‑term retention risk; absence of in‑the‑money SSARs removes near‑term option‑driven selling pressure .
- Vesting cadence: RSUs vest annually and PCSUs at cycle end; expect periodic tax‑related sales around vesting dates, while rTSR modifier in PCSUs adds market‑relative discipline to payouts .
- Event risk: CIC terms (2.0× base+bonus; equity acceleration) create notable event‑driven value; non‑CIC severance is moderate with 12‑month continued vesting, balancing retention and shareholder protection .
- Governance: Strong shareholder support (96.5% say‑on‑pay) and robust policies (clawback, anti‑hedging/pledging) mitigate compensation‑related red flags; note CFO transition in Jan 2025 handled under Severance Plan and does not change Fuller’s terms .