Theresa Drew
SONOCO PRODUCTSAbout Theresa J. Drew
Theresa J. Drew, age 67, is an independent director of Sonoco Products Company and has served on the Board since 2018. A Certified Public Accountant, she is the Audit Committee Chair and an SEC-designated “audit committee financial expert,” reflecting 40 years of accounting and consulting experience at Deloitte, where she was the Carolinas Managing Partner prior to her 2019 retirement . She also serves on Sonoco’s Financial Policy Committee, with the Board confirming her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Carolinas Practice Managing Partner; various leadership roles; CPA | 1979–2019 | 40 years of audit, accounting, and consulting across industries; leadership experience underpinning audit oversight; SEC “audit committee financial expert” designation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cato Corporation (NYSE: CATO) | Director | Current | Public company board and audit committee experience cited as part of qualifications . |
| NACD Carolinas Chapter | Chair | Current | Governance network leadership; director education and best practices . |
| YMCA of Greater Charlotte | Past Chair of the Board | 2012–2017; 2019–2022 | Non-profit governance and community leadership . |
| UNC Charlotte | Board of Trustees | 2013–2021 | Higher education governance . |
| Additional non-profit boards | Director/Trustee | Various | Multiple board roles noted, enhancing governance perspective . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent by Board under NYSE rules . |
| Committees | Audit (Chair; Financial Expert); Financial Policy (Member) . |
| Committee Meetings (2024) | Board 11; Audit 8; Financial Policy 4 . |
| Attendance | All directors attended ≥75% of aggregate Board/committee meetings; all then-serving directors attended the 2024 Annual Meeting . |
| Audit Committee Composition | All members independent; all financially literate; Ms. Drew and Mr. Whiddon are SEC “audit committee financial experts” . |
| Audit Oversight Scope | Financial statements integrity; ICFR; compliance; auditor independence; risk oversight including cybersecurity . |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Quarterly cash retainer | $27,500 per quarter | Standard non-employee director cash retainer; $110,000 annualized . |
| Audit Committee Chair retainer | $6,250 per quarter | $25,000 annualized for Audit Chair . |
| Total cash fees | $135,000 | Reported in Director Compensation Table . |
| Quarterly equity retainer (Deferred Stock Equivalent Units) | $36,250 per quarter | Mandatory deferral into stock equivalent units; $145,000 annual grant-date value . |
| Total 2024 compensation | $280,000 | $135,000 cash + $145,000 stock awards . |
| 2024 deferrals into stock equivalent units | $145,000 | Mandatory quarterly stock award deferrals (Jan 2, Apr 1, Jul 1, Oct 1); Ms. Drew elected 1-year payout schedule . |
Performance Compensation
Non-employee directors do not receive performance-based bonuses or PSU/option awards; equity is delivered as deferred stock equivalent units with no performance conditions .
Other Directorships & Interlocks
| External Board | Interlock Detail | Governance Note |
|---|---|---|
| The Cato Corporation (CATO) | Ms. Drew and Sonoco director Dr. Pamela L. Davies both serve on Cato’s board . | Soft interlock that may facilitate information flow; Cato is a retailer, reducing direct supplier/customer conflict risk for Sonoco; no related-party transactions disclosed involving Ms. Drew . |
Expertise & Qualifications
- CPA; SEC “audit committee financial expert,” bringing deep audit, accounting, and controls expertise to Sonoco’s Audit Committee .
- Senior leadership experience from Deloitte; financial literacy consistent with Audit Committee requirements .
- Public company board service (Cato) adding regulatory and governance experience .
Equity Ownership
| Measure | Value | Date/Context |
|---|---|---|
| Beneficial ownership (common shares) | 0 | As of Feb 7, 2025 . |
| Percent of class | 0% | As of Feb 7, 2025 . |
| Deferred vested RSUs | 0 | As of Feb 7, 2025 . |
| Deferred compensation units (beneficial ownership table) | 16,476 units | As of Feb 7, 2025 . |
| Stock equivalent units outstanding (director table) | 15,721 units; $767,948 value | As of Dec 31, 2024; valued at $48.85/share . |
| Director stock ownership guidelines | Target shares: 2 yrs 3,000; 4 yrs 5,000; 6 yrs 8,000; all directors in compliance | Guidelines include deferred units; Board states full compliance . |
| Hedging/Pledging status | Hedging prohibited; pledging prohibited for required shares; all directors compliant as of Dec 31, 2024 | Anti-hedging and anti-pledging policies; compliance confirmed . |
Governance Assessment
- Strengths: Independent status; Audit Chair with SEC “financial expert” designation; high attendance; robust equity alignment via mandatory deferred stock units; compliance with stock ownership guidelines; anti-hedging/pledging policies; formal clawback policy for Section 16 officers reinforces culture of accountability .
- Compensation structure: Cash plus equity retainer with mandatory deferral promotes long-term alignment; additional Audit Chair retainer recognizes workload; no performance-based or option awards for directors, supporting independence .
- Conflicts: No related-party transactions disclosed involving Ms. Drew; Board’s related-party review process in place . Note broader Board context: CEO is brother-in-law of the Chairman, a governance consideration unrelated to Ms. Drew .
- Signals: Dual outside directorship at Cato shared with another Sonoco director may create a network interlock; monitor for committee independence and information flows. Overall, Ms. Drew’s audit leadership and compliance posture support investor confidence in financial oversight .