Thomas Whiddon
SONOCO PRODUCTSAbout Thomas E. Whiddon
Thomas E. Whiddon, age 72, has served on Sonoco’s Board since 2001 and is an independent director designated as an Audit Committee financial expert by the Board. His background includes senior operating, finance, logistics, and technology leadership in retail and private equity, notably as EVP and CFO of Lowe’s Companies and Advisory Director at Berkshire Partners. He has extensive governance experience with prior public company board service (Dollar Tree, Carter’s) and brings strong financial acumen to Sonoco’s audit and compensation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | Executive Vice President—Logistics & Technology; Executive Vice President & Chief Financial Officer | Not disclosed | Led finance and large-scale logistics/technology operations, strengthening capital discipline and systems oversight |
| Berkshire Partners, LLC | Advisory Director | 2005–2013 | Advised portfolio companies in executive capacities, enhancing operational and governance rigor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dollar Tree Stores, Inc. | Director (board and audit committee) | 2003–2022 | Public company governance and audit oversight experience |
| Carter’s Inc. | Director (board and audit committee) | 2003–2021 | Public company governance and audit oversight experience |
Board Governance
- Independence: The Board determined Whiddon is independent under NYSE standards .
- Committee assignments:
- Audit Committee (Financial Expert)
- Corporate Governance & Nominating Committee
- Executive Compensation Committee
- Attendance: All directors attended at least 75% of aggregate Board and committee meetings in 2024; Board held 11 meetings, Audit 8, Corporate Governance & Nominating 4, and Executive Compensation 4 .
- Board leadership context: Chair is John R. Haley; Lead Independent Director is Robert R. Hill Jr. .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $135,000 | $110,000 |
| Stock Awards ($) | $142,500 | $145,000 |
| Total ($) | $277,500 | $255,000 |
| Quarterly Cash Retainer | $27,500 (effective 4/1/2023) | $27,500 |
| Quarterly Equity Retainer (Deferred Stock Equivalent Units) | $36,250 (effective 4/1/2023) | $36,250 |
| Chair/Committee Fees (structure) | Audit Chair $6,250; Exec Comp Chair $5,000; other chairs $4,375; LID $7,500; Chair $37,500 | Same structure |
Performance Compensation
Directors do not receive performance-contingent equity; Sonoco grants mandatory quarterly deferred stock equivalent units (phantom stock) to align director pay with shareholder outcomes.
| 2023 Quarterly Mandated Deferred Equity Grants | Jan 3, 2023 | Apr 3, 2023 | Jul 3, 2023 | Oct 2, 2023 |
|---|---|---|---|---|
| Deferred Stock Equivalent Units Grant Value ($) | $33,750 | $36,250 | $36,250 | $36,250 |
| 2024 Quarterly Mandated Deferred Equity Grants | Jan 2, 2024 | Apr 1, 2024 | Jul 1, 2024 | Oct 1, 2024 |
|---|---|---|---|---|
| Deferred Stock Equivalent Units Grant Value ($) | $36,250 | $36,250 | $36,250 | $36,250 |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Notes |
|---|---|---|
| Dollar Tree Stores, Inc. | Former Director | No related-party transactions disclosed with Sonoco; prior governance experience |
| Carter’s Inc. | Former Director | No related-party transactions disclosed with Sonoco; prior governance experience |
- Sonoco’s related-party policy requires Corporate Governance & Nominating Committee approval for any transactions >$120,000 involving directors; none attributed to Whiddon .
Expertise & Qualifications
- Audit committee financial expert designation; financially literate per SEC/NYSE criteria .
- Deep finance, audit, logistics, and technology experience (Lowe’s CFO and EVP) .
- Private equity advisory experience (Berkshire Partners) with operational turnaround exposure .
- Long-tenured governance across consumer and retail end-markets (Dollar Tree, Carter’s) .
Equity Ownership
| Ownership Metric | 12/31/2023 | 12/31/2024 | 2/7/2025 |
|---|---|---|---|
| Deferred Stock Equivalent Units (shares) | 55,262 | 60,071 | 60,826 (Deferred Compensation Units) |
| Deferred Stock Equivalent Units Value ($) | $3,087,478 | $2,934,469 | — |
| Beneficial Ownership (direct/indirect shares) | — | — | 15,590 shares; <1% of class |
Insider Trades (Form 4 – 2025)
| Filing Date | Transaction Type | Notes |
|---|---|---|
| Apr 3, 2025 | Phantom stock accrual | Economic equivalent of common stock; under director deferral program |
| Jul 3, 2025 | Phantom stock accrual; POA reference | Ongoing quarterly accrual; includes POA filing |
| Sep 10, 2025 | Phantom stock accrual | “Each share of phantom stock is the economic equivalent of one share of Sonoco common stock” |
| Oct 1, 2025 | Phantom stock accrual | Quarterly deferred units |
| EDGAR index | Reporting person CIK and filing index | SEC index page for Whiddon Form 4 |
Governance Assessment
- Independence and Expertise: Independent director with audit financial expert status; sits on Audit, Compensation, and Governance committees—positions that enhance board effectiveness in financial reporting, pay oversight, and board composition .
- Engagement: Board and committees were active in 2024 (Board 11; Audit 8; Compensation 4; Governance 4). All directors met the minimum attendance threshold, indicating engagement during a transformative year (Eviosys acquisition, TFP divestiture) .
- Alignment: Large holdings of deferred stock equivalent units (60,071 at 12/31/2024; 60,826 units as of 2/7/2025) and ongoing quarterly accruals demonstrate pay structured toward equity and long-term alignment; directors are in compliance with stock ownership guidelines .
- Compensation Structure Signals: Sonoco eliminated meeting fees in 2023 and increased retainers, maintaining a high equity component (quarterly $36,250 deferred units), which supports alignment rather than guaranteed cash; Whiddon’s total director pay decreased slightly YoY with consistent equity grants .
- RED FLAGS: None specific to Whiddon in related-party transactions, hedging, or pledging; Sonoco’s anti-hedging and anti-pledging policies cover directors, with compliance noted. Family ties exist between the Chair and CEO, but Whiddon is independent and not implicated in related-party disclosures .
Compensation Committee Analysis
- Composition: Richard G. Kyle (Chair), Scott A. Clark, Dr. Pamela L. Davies, Robert R. Hill Jr., Thomas E. Whiddon—all independent; no insider participation .
- Consultant: FW Cook serves as independent advisor to the Compensation Committee (and Corporate Governance & Nominating for director comp); committee affirmed independence and no conflicts .
- Interlocks: None disclosed—no Sonoco executives served on boards/compensation committees of entities whose officers served on Sonoco’s Board/Comp Committee during the last fiscal year .
- Shareholder Feedback: Say-on-Pay approval was 96.5% in 2024 and 98.2% in 2023—indicative of broad investor support for compensation practices .
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership | 15,590 shares; less than 1% of class |
| Deferred units | 60,071 units at 12/31/2024 (value $2,934,469); 60,826 deferred compensation units as of 2/7/2025 |
| Ownership guidelines | All directors in compliance; targets: 3,000 shares at 2 years; 5,000 at 4 years; 8,000 at 6 years; deferred units count toward compliance |
Governance Assessment (Implications)
- Whiddon’s committee mix and financial expert status position him to influence audit quality, risk oversight (including cybersecurity under Audit), and pay-for-performance alignment—key to investor confidence in controls and compensation discipline .
- His long tenure provides institutional knowledge, while prior retail and PE experience adds operational and financial rigor; current compensation structure emphasizes equity, reducing cash bias and aligning incentives with shareholders .
- No personal conflicts identified; robust related-party screening and anti-hedging/pledging policies lower governance risk; ongoing Form 4 phantom stock accruals reflect continued alignment without opportunistic trading behavior .