Scott Clark
SONOCO PRODUCTSAbout Scott A. Clark
Scott A. Clark, age 59, was appointed as an independent director of Sonoco Products Company in February 2025. He serves on the Audit Committee and the Executive Compensation Committee, bringing extensive global operating experience from Michelin Group, including EVP and Executive Committee membership, President/Chairman of Michelin North America, COO, and SVP Asia Pacific; earlier roles included management positions at Ralston Purina/Ralcorp. His nomination was recommended by Sonoco’s Lead Independent Director, and the Board has affirmatively determined his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Michelin Group | Executive Vice President; Member, Group Executive Committee | 2019–2025 | Led largest global segments and geographies; deep European market knowledge |
| Michelin North America | Chairman and President; Executive Vice President & COO | Not disclosed | North American leadership; broad operational oversight |
| Michelin Group (Asia) | Senior Vice President, Asia Pacific | Not disclosed | Asia expansion; regional leadership |
| Michelin Group (EU/NA) | Various executive positions | Not disclosed | Multi-region operating roles |
| Ralston Purina/Ralcorp | Management roles in cereals, snacks, pet food | Not disclosed | Consumer goods experience |
External Roles
| Category | Details |
|---|---|
| Current public company boards | Not disclosed in Sonoco’s proxy for Mr. Clark |
| Prior public company boards | Not disclosed |
| Non-profit/academic/private boards | Not disclosed |
Board Governance
- Independence: The Board determined Mr. Clark is independent; a majority of the Board is independent under NYSE rules .
- Nomination and selection: Nominated for election for the first time in 2025; recommended by the Lead Director .
- Leadership structure: Separate Chair (John R. Haley) and CEO (R. Howard Coker); Lead Independent Director (Robert R. Hill, Jr.) oversees executive sessions and investor communications .
- Attendance norms: In 2024, all directors met ≥75% attendance and all then-serving directors attended the 2024 Annual Meeting; Mr. Clark joined in 2025 so his 2024 attendance is not applicable .
Committee assignments for Mr. Clark:
| Committee | Role | Member Since | 2024 Meetings | Independence | Financial Expert Status |
|---|---|---|---|---|---|
| Audit | Member | Feb 2025 | 8 | All members independent; financially literate | Financial experts designated as Chair (Drew) and Whiddon; Clark not designated as “financial expert” |
| Executive Compensation | Member | Feb 2025 | 4 | All members independent | N/A (committee independence affirmed) |
Fixed Compensation
Director compensation structure (2024, latest disclosed):
| Element | Amount (USD) |
|---|---|
| Quarterly cash retainer (non-employee directors) | $27,500 |
| Quarterly equity retainer (deferred stock equivalent units) | $36,250 |
| Audit Committee Chair (quarterly) | $6,250 |
| Executive Compensation Chair (quarterly) | $5,000 |
| Corporate Governance & Nominating, Financial Policy, Employee & Public Responsibility Chairs (each quarterly) | $4,375 |
| Lead Independent Director (quarterly) | $7,500 |
| Chairman of the Board (quarterly) | $37,500 |
Deferral and alignment features:
- Directors may defer cash retainers into stock equivalent units or an interest-bearing account; 2024 interest rate was 5.273% (Merrill Lynch 10-year HQ bond rate). Stock equivalents accrue dividend equivalents and settle 6 months after board service ends; payout elections in 1, 3, or 5 annual installments .
- Mandatory quarterly equity retainers are granted as deferred stock equivalent units; grant date valuation follows ASC 718 .
Peer context (2024 actuals for non-employee directors):
| Typical Director | Cash Fees | Stock Awards (ASC 718) | Total |
|---|---|---|---|
| Non-chair director example | $110,000 | $145,000 | $255,000 |
Performance Compensation
Directors do not receive performance-based annual incentives; equity compensation for directors is delivered as deferred stock equivalent units (not tied to performance metrics), supporting long-term alignment rather than short-term targets .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Interlocks (Sonoco Compensation Committee and other companies) | None; no Sonoco executive served on boards/comp committees of entities whose officers served on Sonoco’s Board/Comp Committee in 2024 |
| Related party ties | None disclosed for Mr. Clark; Sonoco discloses Coker–Haley family relationship separately |
Expertise & Qualifications
- Global manufacturing leadership (Michelin EVP, multi-continent roles) with deep European and Asia-Pacific market experience relevant post-Eviosys acquisition .
- Audit Committee service indicates financial literacy; broad operating and risk management perspective .
Equity Ownership
Security ownership as of February 7, 2025:
| Holder | Beneficial Ownership (#) | Percent of Class | Deferred Vested RSUs (#) | Deferred Compensation Units (#) |
|---|---|---|---|---|
| Scott A. Clark | 0 | 0 | 0 | 0 |
Ownership framework and policies:
- Director stock ownership guidelines: 3,000 shares at 2 years, 5,000 at 4 years, 8,000 at 6 years; deferred stock equivalents count toward compliance. As of 12/31/2024, all then-serving directors met guidelines (Mr. Clark joined 2025) .
- Anti-hedging and anti-pledging policies apply to directors; no directors or executive officers had pledged shares as of 12/31/2024 .
Governance Assessment
- Board effectiveness and independence: Mr. Clark adds global operating depth; committee placement on Audit and Executive Compensation enhances oversight in financial reporting and pay-for-performance governance. Independent status and Lead Director’s involvement in his nomination support investor confidence .
- Compensation alignment: Director pay is balanced between cash and long-duration equity (deferred stock equivalents held during service), with robust deferral mechanics—an alignment-positive structure without performance gaming risk .
- Risk controls: Strong governance policies (majority voting resignation, proxy access, anti-hedging/pledging, clawback) and committee independence reduce governance risk; 2024 Say-on-Pay approval was 96.5%, indicating broad shareholder support for compensation governance .
- Conflicts/related parties: No related party transactions or interlocks involving Mr. Clark disclosed; overall related party policy requires review >$120,000, and current disclosed related-party relationship is between CEO and Chairman (family), not involving Mr. Clark .
Red flags and signals:
- RED FLAG: None identified specific to Mr. Clark (no pledging/hedging, no related-party exposure, independent committee memberships) .
- Neutral/monitoring: As a new director, current ownership is zero but quarterly deferred equity units are expected to build alignment over time under Sonoco’s guidelines .