UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material Pursuant Rule 14a-12

NORDSON CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

January 27, 2023

Dear Shareholder:

On behalf of the Board of Directors of Nordson Corporation (the “Board of Directors”), it is my pleasure to invite you to attend our virtual annual meeting of shareholders (the “Annual Meeting”), which will be conducted in an audio-only format, at www.virtualshareholdermeeting.com/NDSN2023 on Tuesday, February 28, 2023, at 9:00 a.m. Eastern Time. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions electronically during the Annual Meeting. As the Annual Meeting is being held in a virtual format only, you will not be able to attend the Annual Meeting in person.

The accompanying Notice of Annual Meeting and Proxy Statement describe the items of business that will be discussed and voted upon during the Annual Meeting. It is important that you vote your shares of common stock whether or not you plan to attend the Annual Meeting. You have a choice of voting through the Internet, by telephone, or by returning the enclosed proxy/voting instruction card by mail. You may also vote electronically during the Annual Meeting. Please refer to the instructions in the enclosed materials.

On behalf of management and the Board of Directors, I want to thank you for your continued support and confidence in 2023.

 

		Sincerely,       MICHAEL J. MERRIMAN, JR. Chair of the Board of Directors

NORDSON CORPORATION

TABLE OF CONTENTS

 

Notice of Annual Meeting of Shareholders			1
Proxy Statement Summary			3
General Information			3
Voting Matters and Board Recommendations			3
Business Highlights			5
Governance Highlights			6
Compensation Highlights			7
Directors Serving on Boards of Other Public Companies			9
Proxy Statement			10
Proposal 1: Election of Directors			11
Corporate Governance			21
Shareholder Engagement, Environmental and Social Governance, and Sustainability			21
Committees of the Board of Directors			27
Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm			31
Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners			33
Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers			35
Proposal 4: Advisory Vote on the Frequency for Holding the Advisory Vote on the Compensation of Our Named Executive Officers			37
Executive Compensation Discussion and Analysis			38
Executive Summary			40
Discussion of Our Compensation Program			44
Compensation Committee Report			64
Risks Related to Executive Compensation Policies and Practices			65
Summary Compensation for Fiscal Year 2022			66
Grants of Plan-Based Awards			70
Outstanding Equity Awards at October 31, 2022			73
Stock Option Exercises and Stock Vested Tables			76
Pension Benefits			77
Non-Qualified Deferred Compensation			80
Potential Benefits Upon Termination or Change of Control			82
CEO Pay Ratio			86
Introductory Note to Proposals 5, 6, 7, and 8			87
Proposal 5: Approve Amendments to the Company’s Articles of Incorporation to Replace Certain Supermajority Voting Requirements with a Simple Majority Voting Standard			88
Proposal 6: Approve an Amendment to the Company’s Articles of Incorporation to Adopt a Simple Majority Voting Standard for Matters Requiring Shareholder Approval Under the Ohio Revised Code			90
Proposal 7: Approve Amendments to the Company’s Regulations to Replace Certain Supermajority Voting Requirements with a Simple Majority Voting Standard			92
Proposal 8: Approve an Amendment to the Company’s Regulations to Allow the Board of Directors to Amend the Regulations to the Extent Permitted by Ohio Law			94
Audit Committee Report			96
Questions and Answers About the Annual Meeting and These Proxy Materials			97

Nordson Corporation

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

To Be Held Tuesday, February 28, 2023

 

Date and Time:		Tuesday, February 28, 2023 9:00 a.m. Eastern Time
Place:		Virtually, Via Audio-Only www.virtualshareholdermeeting.com/NDSN2023
Items of Business:		1.   To elect as director one nominee named in this Proxy Statement and recommended by the Board of Directors to serve until the 2024 Annual Meeting and until his successor shall have been duly elected and qualified and three nominees named in this Proxy Statement and recommended by the Board of Directors to serve until the 2026 Annual Meeting and until their successors shall have been duly elected and qualified;   2.   To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2023;   3.   To approve, on an advisory basis, the compensation of our named executive officers;   4.   To approve, on an advisory basis, the frequency of our named executive officer compensation advisory vote;   5.   To approve amendments to our Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard;   6.   To approve an amendment to our Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law;   7.   To approve amendments to our Regulations to replace certain supermajority voting requirements with a simple majority standard;   8.   To approve an amendment to our Regulations to allow the Board of Directors to amend our Regulations to the extent permitted by Ohio law; and   9.   To transact other business as may properly come before the meeting or any adjournment or postponement thereof.
Record Date:		Close of business on December 30, 2022.

A Proxy Statement, Proxy/Voting Instruction Card, and Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, accompany this Notice and are also available at: https://investors.nordson.com/financials/default.aspx#annual-reports. The Board of Directors has determined that shareholders of record at the close of business on December 30, 2022 are entitled to notice of, and to vote during, the Annual Meeting.

By Order of the Board of Directors,

 

 

Jennifer L. McDonough

Executive Vice President, General Counsel

and Secretary

January 27, 2023

Westlake, Ohio

 

Nordson Corporation – 2023 Proxy Statement   |   1

 

2   |   Nordson Corporation – 2023 Proxy Statement

PROXY STATEMENT SUMMARY

This summary highlights select information relating to the items to be voted on during the Annual Meeting and important business, compensation, and corporate governance matters. For additional information, please refer to the discussions contained in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022 filed with the United States Securities and Exchange Commission on December 19, 2022 (the “2022 Annual Report”). Unless otherwise noted, all references to 2022 in this Proxy Statement refer to our fiscal year that ended October 31, 2022.

 

GENERAL INFORMATION
2023 ANNUAL MEETING DATE AND TIME		Tuesday, February 28, 2023 9:00 a.m. Eastern Time
PLACE		Virtually, Via Audio-Only www.virtualshareholdermeeting.com/NDSN2023
ACCESS		Visit www.virtualshareholdermeeting.com/NDSN2023. To attend the Annual Meeting, you must have your 16-digit control number appearing on your proxy/voting instruction card.
RECORD DATE		Close of business on December 30, 2022
VOTING		Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for the election of directors and one vote for each of the proposals to be voted on.

 

VOTING MATTERS AND BOARD RECOMMENDATIONS
PROPOSAL		REQUIRED VOTE		BOARD’S VOTING   RECOMMENDATION		PAGE
1.  Election of directors		Each nominee must receive a plurality of the votes cast.		FOR the election of each director nominee		11
2.  Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2023		This non-binding proposal will be considered approved if more votes are cast in favor than against.		FOR		31
3.  Advisory vote to approve compensation of named executive officers		This non-binding proposal will be considered approved if more votes are cast in favor than against.		FOR		35
4.  Advisory vote to approve the frequency of our named executive officer compensation advisory vote		The frequency that receives the highest number of votes cast will be considered the non-binding recommended frequency.		FOR one year		37
5.  Approve amendments to our Articles to replace certain supermajority voting requirements with a simple majority standard		This proposal will be considered approved if 80% or more of our outstanding shares of common stock are cast in favor.		FOR		88
6.  Approve an amendment to our Articles to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law		This proposal will be considered approved if 66-2/3% or more of our outstanding shares of common stock are cast in favor.		FOR		90
7.  Approve amendments to our Regulations to replace certain supermajority voting requirements with a simple majority standard		This proposal will be considered approved if more than 50% of our outstanding shares of common stock are cast in favor and Proposal 8 is approved.		FOR		92
8.  Approve an amendment to our Regulations to allow the Board to amend our Regulations to the extent permitted under Ohio law		This proposal will be considered approved if more than 50% of our outstanding shares of common stock are cast in favor and Proposal 7 is approved.		FOR		94

 

Nordson Corporation – 2023 Proxy Statement   |   3

HOW TO VOTE
VIA THE INTERNET		BY TELEPHONE		BY MAIL		VOTE AT MEETING
www.proxyvote.com		Call 1-800-690-6903      in the U.S. or Canada		Follow the instructions on the           proxy / voting instruction card		Attend our Annual Meeting           and vote electronically

Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting. Abstentions are not included in the vote count for election of directors. Abstentions will not affect the outcome of the vote on Proposal 4. However, abstentions will affect the outcome of the votes on Proposals 2, 3, 5, 6, 7, and 8 being equivalent to votes “against” the proposals.

We will also consider any other matters that may properly be brought before the Annual Meeting and any postponement(s) or adjournment(s) thereof. As of the date of this Proxy Statement, we have not received notice of other matters that may be properly presented at the Annual Meeting.

The following table provides summary information about our director nominees:

 

NOMINEE		PRIMARY OCCUPATION		INDEPENDENT		BOARD COMMITTEE MEMBERSHIPS		KEY ATTRIBUTES/ QUALIFICATIONS
Sundaram Nagarajan		President and Chief Executive Officer, Nordson Corporation		No		Executive		Extensive experience in operational leadership, global industrial businesses, strategic vision, acquisitions and divestitures, and public company board experience.
Michael J. Merriman, Jr.		Strategic Advisor, Resilience Capital Partners, LLC		Yes		Compensation, Executive		Significant executive general management, financial experience, a unique perspective on investor relations, and substantial public company board experience.
Milton M. Morris		Principal, MEHL BioMedical, LLC		Yes		Audit		Broad experience in the medical device sector, understanding of talent development and technology matters, and public company board experience.
Mary G. Puma		President, and Chief Executive Officer, Axcelis Technologies Inc.		Yes		Compensation, Governance & Nominating		Deep operational experience in global industrial businesses, strategic vision, and public company board experience.

 

4   |   Nordson Corporation – 2023 Proxy Statement

BUSINESS HIGHLIGHTS

Fiscal year 2022 was an outstanding year where we achieved record-breaking financial results despite a difficult macroenvironment. Despite these challenges, we remained focused on the things that matter: our commitment to our customers and advancing our long-term profitable growth strategy. Our performance highlights for 2022 include:

 

Sales

Operating Profit(1)

Net Income/Free Cash Flow(2)

$2.6 Billion

$707 Million   27% of sales

$513 Million/ $462 Million   FCF 90% of net income

Dividends Paid

Leverage Ratio

Total Shareholder Return (3)

$126 Million   59th consecutive year dividend has increased

0.7x   Based on trailing 12-month EBITDA

10 Year: 322%   3 Year: 47% 5 Year: 86%

 

(1)

“Adjusted Operating Profit,” a non-GAAP measure, is defined as operating profit plus certain adjustments, such as severance, non-cash inventory charges related to the NDC acquisition, and facility closures. Adjusted operating profit as a percentage of sales is defined as adjusted operating profit divided by sales.

 

(2)	“Free cash flow,” a non-GAAP measure, is defined as Net cash provided by operating activities ($513,131), less Additions to property, plant and equipment ($51,428), both from our Consolidated statement of cash flows.

 

(3)	“Total Shareholder Return” is defined as (share price end of period – share price start of period + dividends paid) / share price start of period.

 

Nordson Corporation – 2023 Proxy Statement   |   5

GOVERNANCE HIGHLIGHTS

The following summarizes the structure of our board of directors as of our record date, December 30, 2022¹, and key elements of our corporate governance framework:

 

Share Ownership Guidelines

Board Independence

Oversight of Risk

Share ownership guidelines for directors and executive officers:   •   Directors – 5x cash retainer •   CEO – 5x base salary •   CFO – 3x base salary •   Other executive officers – 2x base salary

100% Independent Committee Members   100% Independent Committee Chairs

The Board, as a whole, exercises its oversight responsibilities with respect to material risks. The Board has delegated responsibility for the oversight of specific risks to Board committees

Meeting of Independent Directors

Board Meeting Attendance

Hedging/Pledging Transactions

Executive sessions of independent directors are conducted during each Board meeting

Each of our directors attended at least 75% of board and committee meetings

Strict policy of no pledging or hedging of company shares by directors or executive officers

Voting Standard for Election of Directors

Compensation

Board Self-Assessments

Plurality vote with director resignation policy for failure to receive a majority vote in uncontested director elections

Our non-employee director compensation is not excessive when compared to non-employee director compensation of proxy peers

Board, Committee, and peer self-assessments conducted on a regular basis

Chief Executive Officer Performance

Board Leadership

Clawback Policy

Annual review by independent directors

Independent Chair

Robust policy

Advisory Vote on Named Executive Officer Compensation

Shareholder Rights Plan (“Poison Pill”)

Average Tenure of Independent Directors

Annual Vote

No shareholder rights plan

8 years

 

1

Arthur L. George, Jr. retired as a director prior to December 30, 2022, and his information is not included in the Governance Highlight summary data. Effective September 15, 2022, the Board appointed Milton M. Morris to serve as a director and his information is included in the Governance Highlights summary data.

 

6   |   Nordson Corporation – 2023 Proxy Statement

COMPENSATION HIGHLIGHTS

The information below reflects highlights of our named executive officer compensation program for fiscal year 2022. The charts are not substitutes for, nor do they reflect, all of the information provided in the Summary Compensation Table presented later in this Proxy Statement. During our 2022 Annual Meeting, approximately 93.99% of shareholder votes cast were in favor of the compensation paid to our named executive officers. We value this positive endorsement by our shareholders of our executive compensation policies.

Additional information about our compensation philosophy and program, including the compensation awarded to each of our named executive officers, may be found in the “Executive Compensation Discussion and Analysis” section of this Proxy Statement.

Principal Components of Named Executive Officer Compensation

 

						Base Salary
						•  Represents 12% of the CEO’s, and 23% of the average of the other named executive officers’ target direct compensation(1)
						Annual Cash Incentive Award
						•  Represents 12% (at target) of the CEO’s, and 15% (at target) of the average of the other named executive officers’ target direct compensation   •  Designed to drive high performance results year-over-year   •  Places significant portion of annual compensation at risk
						Long-term Incentive Awards
						•  Represents 76% of the CEO’s, and 62% of the average of the other named executive officers’ target direct compensation   •  Intended to align interests of executive officers with shareholders’ long-term interests   •  Performance share incentive awards (at target, 40% of long-term compensation opportunity) are payable in unrestricted Nordson common stock to the extent pre-established quantitative performance goals are met   •  Stock options (approximately 40% of long-term compensation opportunity) vest in 25% increments over four years and only have value if the price of the Company’s stock increases after the award   •  Restricted share unit awards (approximately 20% of long-term compensation opportunity) vest over a three-year period and are an important management succession planning, retention, and recognition tool

 

(1)	Target direct compensation is defined as the sum of an executive officer’s base salary, annual cash incentive award, and annual stock and long-term incentive awards, in each case calculated at the target level specified by the Compensation Committee.

 

Nordson Corporation – 2023 Proxy Statement   |   7

CEO Compensation – 2022 Opportunity and Earned/Realized

 

Pay Component		2022 Compensation Opportunity(1)		2022 Compensation Realized(2)
Base Salary		$900,000		$900,000
Annual Cash Incentive Award		$900,000 (at target)		$1,670,400
Long-Term Compensation		Performance Share Units   Target number of performance share units awarded in 2022-2024: 7,600   Grant date fair value at target: $1,980,560		Performance Shares Units   Number of performance share units earned: 2020-2022: 15,590 2019-2021: 5,095   Value Realized: $3,710,888
		Stock Options   Options for shares granted: 31,000 Grant date fair value: $2,475,660		Stock Options   Options exercised: 0 Value Realized: $0
		Restricted Share Units   Restricted share units granted: 3,800 Grant date fair value: $1,016,538		Restricted Share Units   Number of shares vested: 2,934 Value Realized: $718,741

 

(1)

The 2022 compensation opportunity amount shown for Mr. Nagarajan includes his base salary for the year, target annual cash incentive award for 2022, target performance share units and grant date fair value of the performance share incentive awards at target for the 2022-2024 performance period, the grant date fair value of stock option awards granted in 2022 calculated using the Black-Scholes options pricing method, and the grant date fair value of restricted share units granted in 2022 calculated at the closing price of our common stock on the grant date.

 

(2)

The amount shown as the compensation realized by Mr. Nagarajan for 2022 includes his base salary, the actual annual cash incentive award paid for 2022 performance, the value of the performance share units (as of the vesting date) that were realized for each of the 2020-2022 and 2019-2021 performance periods, and the value of the restricted share units (as of the vesting date), that vested. In each case, the value of the performance share units and restricted share units includes dividends. Mr. Nagarajan did not exercise any stock options during 2022.

 

8   |   Nordson Corporation – 2023 Proxy Statement

DIRECTORS SERVING ON BOARDS OF OTHER PUBLIC COMPANIES

Board service by members of our Board of Directors is within the limits set by our Governance Guidelines, which provides that directors who are not executive officers of a public company may serve on up to three other public company boards, and directors who also serve as an executive officer of a public company may serve on a maximum of one other public company board. The following table shows our directors as of our record date, December 30, 2022, and the public company boards upon which they serve other than ours:

 

Director		Other Public Companies
John A. DeFord		NuVasive, Inc. (Nasdaq: NUVA)
Frank M. Jaehnert		Itron, Inc. (Nasdaq: ITRI)
Ginger M. Jones		Tronox Limited (NYSE: TROX) Holley, Inc. (NYSE: HLLY)
Michael J. Merriman, Jr. (Chair)		Regis Corporation (NYSE: RGS) Invacare Corporation (NYSE: IVC)
Milton M. Morris		Embecta Corporation (Nasdaq: EMBC) Myomo, Inc. (NYSE: MYO)
Sundaram Nagarajan (CEO)		Wesco International (NYSE: WCC)
Mary G. Puma		Axcelis Technologies, Inc. (Nasdaq: ACLS)
Victor L. Richey, Jr.		ESCO Technologies Inc. (NYSE: ESE)

 

Nordson Corporation – 2023 Proxy Statement   |   9

NORDSON CORPORATION

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

February 28, 2023

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Nordson Corporation for use at the 2023 Annual Meeting. The Annual Meeting will be held virtually, via audio-only, at www.virtualshareholdermeeting.com/NDSN2023 on Tuesday, February 28, 2023, at 9:00 a.m. Eastern Time, for the following purposes:

 

1.

To elect as directors four nominees, named in this Proxy Statement and recommended by the Board, to serve until their successors shall have been duly elected and qualified;

 

2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2023;

 

3.

To approve, on an advisory basis, the compensation of our named executive officers;

 

4.

To approve, on an advisory basis, the frequency of our named executive officer compensation advisory vote;

 

5.

To approve amendments to our Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard;

 

6.

To approve an amendment to our Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law;

 

7.

To approve amendments to our Regulations to replace certain supermajority voting requirements with a simple majority voting standard;

 

8.

To approve an amendment to our Regulations to allow the Board of Directors to amend our Regulations to the extent permitted by Ohio law; and

 

9.

To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement.

This Proxy Statement and the accompanying proxy/voting instruction card were first mailed to shareholders on or about January 27, 2023. Our 2022 Annual Report to Shareholders is enclosed with this Proxy Statement.

We are once again holding the Annual Meeting virtually this year. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/NDSN2023. You will not be able to attend the Annual Meeting in person. This Proxy Statement includes more information about the procedures for the virtual Annual Meeting.

This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used in this Proxy Statement, “we,” “us,” “our,” “Nordson,” or the “Company” refers to Nordson Corporation.

 

10   |   Nordson Corporation – 2023 Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

The Governance & Nominating Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the Annual Meeting. Our Board is divided into three classes, with each class serving for three-year terms. The Board underwent a change in its composition in 2022: Arthur L. George Jr. retired from the Board effective May 27, 2022 and Milton M. Morris was appointed to the Board effective September 15, 2022. The Board is currently comprised of nine directors, with equally balanced classes having three directors per class. Although Dr. Morris was appointed in September 2022 to the class of directors whose term expires in 2024, he is standing for election at the 2023 Annual Meeting to allow for shareholder approval of his appointment.

The Governance & Nominating Committee has recommended, and the Board has approved, the persons named as nominees and, unless otherwise marked, a duly executed and properly submitted proxy will be voted for those nominees. Nominees Michael J. Merriman, Jr., Sundaram Nagarajan, Milton M. Morris, and Mary G. Puma currently serve as directors. All nominees other than Dr. Morris have agreed to stand for election for a three-year term. Dr. Morris has agreed to stand for election for a one-year term.

In assessing each director nominee and the composition of the Board as a whole, the Governance & Nominating Committee considers a diverse group of experiences, qualifications, attributes, and skills that the Committee believes enable a director nominee to make significant contributions to the Board, Nordson, and our shareholders. The Board is committed to an inclusive director search process, which includes actively seeking diverse candidates, including women and minority candidates, for each search the Board undertakes.

 

Nordson Corporation – 2023 Proxy Statement   |   11

The current-serving directors, including the nominees, collectively have a mix of various skills and qualifications, some of which are listed in the table below. These collective attributes enable the Board to provide insightful leadership as it strives to advance our strategies and deliver returns to shareholders.

 

SKILLS, EXPERIENCE & ATTRIBUTES

BUSINESS STRATEGY & OPERATIONS Provides a practical understanding of developing, implementing, and assessing our operating plan and business strategy

✓

✓

✓

✓

✓

✓

✓

✓

ACCOUNTING & FINANCIAL Provides guidance in evaluating our financial reporting obligations, financial statements, capital structure, and internal controls

✓

✓

✓

✓

✓

✓

GLOBAL BUSINESS Helps oversee the management of our global operations and understands operating in foreign countries

✓

✓

✓

✓

✓

✓

✓

✓

✓

PUBLIC COMPANY* Helps oversee an ever-changing mix of strategic, operational, and compliance-related matters as well as drive business strategy, growth, performance, end to create shareholder value

ADDITIONAL PUBLIC BOARD(S) Current or previous service on additional Boards of public companies

✓

✓

✓

✓

✓

✓

C-SUITE* Current or previous experience as a CEO, CFO or other member of the C-Suite

MERGERS & ACQUISITIONS Provides insight into developing and implementing strategies for growing our business

✓

✓

✓

✓

✓

✓

✓

✓

CORPORATE GOVERNANCE Supports our goals of strong Board and management accountability, transparency, and protection of shareholder interests

✓

✓

✓

✓

✓

✓

✓

✓

✓

INDUSTRY & END MARKET EXPERTISE Provides deep experience and insight into end markets, customers and industries that are strategically important to the Company

✓

✓

TECHNOLOGY Helps drive technological innovation and assists in overseeing our technology-related security risks

✓

✓

✓

ETHNIC, GENDER, NATIONAL ORIGIN, OR OTHER DIVERSITY Provides diversity of background and life experience, which together with diverse thought and opinion improves the quality of decision making; helps the Board respond effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders, enhancing the Company’s business performance.

✓

✓

✓

✓

✓

 

*	All directors bring public company and C-Suite experience to our Board and each has identified additional skills and attributes they contribute to the Board, its Committees, and our Company.

 

See director biographies beginning on page 14 for further detail.

 

12   |   Nordson Corporation – 2023 Proxy Statement

Our Board recognizes the importance of Board refreshment to ensure that the directors possess a composite set of skills, experience, and qualifications necessary to successfully oversee the Company’s strategic priorities. We do not believe in a specific limit for the overall length of time an independent director may serve; however, we believe that the tenure spectrum of our directors should provide an effective mix of deep knowledge and new perspectives. Our recent refreshment reflects our focus on this healthy tenure spectrum, with Ms. Puma serving as a seasoned strategic advisor with historical knowledge and context on the vitality and continued growth of Nordson, and with Dr. Morris providing a fresh perspective and additional diversity of thought. Our Governance Guidelines provide that a director is expected to retire on or before the annual meeting immediately following a director’s 72nd birthday. We periodically rotate the chairs of each of our committees to ensure continued diverse perspectives. As a result of our refreshment, as of our record date for the Annual Meeting, the average tenure of our independent directors is 8 years, the average age of our independent directors is 61 years, and fifty-six percent of our directors represent gender and racial or ethnic diversity.

 

BOARD DIVERSITY MATRIX
Total Number of Directors		9
		Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		3		6		—		—
Part II: Demographic Background
African American or Black		—		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		1		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		3		4		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—
Directors who are Military Veterans		1
Directors with Disabilities		0

In determining whether to recommend a director for re-election, the Governance & Nominating Committee considers, among other attributes, the director’s skills and expertise, participation in and contributions to the activities of the Board, the results of the annual Board evaluation, and past meeting attendance.

The name and age (as of the Annual Meeting) of each of the four nominees for election as directors, as well as present directors whose terms will continue after the Annual Meeting, appear below, together with his or her principal occupation for at least the past five years, the year each became a director of the Company and certain other relevant information.

Proxies that are duly executed and properly submitted but do not withhold the authority to vote for any or all of the nominees will be voted for the election as directors of all of the nominees named below. At this time, the Board is not aware of any reason that would prevent any nominee from being a candidate at the Annual Meeting. However, in the event any one or more of such nominees becomes unavailable for election, proxies will be voted in accordance with the best judgment of the proxy holder.

 

Nordson Corporation – 2023 Proxy Statement   |   13

Nominee for Term Expiring in 2024

 

MILTON M. MORRIS.		Director Since: 2022		Age: 53						Accounting & Financial, Global Business Management, Mergers & Acquisitions, Corporate Governance, Technology   Independent Director   Other Public Boards: Embecta Corporation (Nasdaq: EMBC)   Myomo, Inc. (NYSE: MYO)
Principal, MEHL BioMedical, LLC
Business Experience.    Dr. Morris retired in 2022 from Neuspera Medical Inc., a privately held, venture-backed, clinical stage neuromodulation company committed to developing implantable medical device technology, where he had served as president and chief executive officer since 2015. Dr. Morris currently serves as a Principal of MEHL BioMedical, LLC, where he has provided consulting services to start-up companies in the biomedical device industry since 2015. He previously was the senior vice president, research and development of Cyberonics, Inc., maker of the Vagus Nerve Stimulation (VNS Therapy) System from 2009 through 2014. His prior work experience also includes serving as a director, program management and operations of InnerPulse, Inc., a developer of technology, devices, software protocols, and procedures to transform the treatment of cardiac arrhythmias, as well as director, marketing and arrythmia franchise leader of Boston Scientific Corporation (NYSE: BSX), a biomedical/biotechnology engineering firm and multinational manufacturer of medical devices used in interventional medical specialties.   Directorships.    Dr. Morris is a director of Embecta Corp. (Nasdaq: EMBC), one of the largest pure-play diabetes management companies in the world, where he serves as a member of the technology, quality and regulatory committee and as a member of the compensation and management development committee. He also serves as a director of Myomo, Inc. (NYSE: MYO), a medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis, where he serves as co-chair of the compensation committee.   Key Attributes, Experiences, and Skills.    Dr. Morris brings to the Board significant new product development experiences in the medical device markets. Dr. Morris’s robust business leadership experience gives him insight on a diverse set of decentralized organizations and affords the Board a unique perspective in identifying strategic and tactical risks attendant to the medical device market.   Nordson Committees.    Audit

 

14   |   Nordson Corporation – 2023 Proxy Statement

Nominees for Terms Expiring in 2026

 

MICHAEL J. MERRIMAN, JR.		Director Since: 2008		Age: 66						Director Qualifications: Business Strategy & Operations, Accounting & Financial, Global Business Management, Additional Public Board Service, Mergers & Acquisitions, Corporate Governance   Independent Director   Other Public Boards: Regis Corporation (NYSE: RGS)   Invacare Corporation (NYSE: IVC)
Strategic Advisor, Resilience Capital Partners
Business Experience.    Mr. Merriman has served as Chair of our Board since February 2018. Mr. Merriman was an operating advisor of Resilience Capital Partners LLC, a private equity firm focused on principal investing in lower, middle-market underperforming and turnaround opportunities, from 2008 until 2017, and currently serves on the board of one of Resilience’s portfolio companies. Mr. Merriman is also a business consultant for Product Launch Ventures, LLC, a company that he founded in 2004 to pursue consumer product opportunities and provide business advisory services. Mr. Merriman served as president and chief executive officer of Lamson & Sessions Co. (formerly, NYSE: LMS), a manufacturer of thermoplastic conduit, fittings and electrical switch and outlet boxes, from 2006 to 2007. Mr. Merriman served as senior vice president and chief financial officer of American Greetings Corporation (formerly, NYSE: AM), a designer, manufacturer and seller of greeting cards and other social expression products, from 2005 until 2006.   Directorships.    Mr. Merriman is a director of Regis Corporation (NYSE: RGS), a company that owns, franchises, and operates beauty salons, hair restoration centers and cosmetology education facilities, where he is chair of the audit committee and a member of the compensation committee. He also serves as a director of Invacare Corporation (NYSE: IVC), a global leader in the manufacture and distribution of innovative home and long-term care medical products that promote recovery and active lifestyles, where he serves as the non-executive chair and serves on the strategy committee. Mr. Merriman previously served as a director of OMNOVA Solutions Inc. (formerly, NYSE: OMN), a technology-based company and an innovator of emulsion polymers, specialty chemicals, and decorative and functional surfaces for a variety of commercial, industrial, and residential end uses, from 2008 until its acquisition by Synthomer plc (LSE: SYNT) in 2020; and as a director of Invacare Corporation from 2014 until 2018.   Key Attributes, Experiences, and Skills.    Mr. Merriman’s prior roles as a public company chief executive officer and chief financial officer, his history of service on the multiple public company boards, and his experience at Resilience all provide him with valuable experience and significant knowledge in the areas of executive management, strategy, corporate governance, acquisitions and divestitures, finance and financial reporting, product development expertise, and investor relations. Mr. Merriman has extensive finance, financial reporting, and accounting expertise and was formerly a certified public accountant, which provides the Board with valuable financial expertise.   Nordson Committees.    Compensation, Executive (Chair)

 

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SUNDARAM NAGARAJAN		Director Since: 2019		Age: 60						Director Qualifications: Business Strategy & Operations, Global Business Management, Additional Public Board Service, Mergers & Acquisitions, Corporate Governance, Industry & End Market Expertise   Non-independent Director   Other Public Boards: Wesco International (NYSE: WCC)
President and Chief Executive Officer, Nordson Corporation
Business Experience.    Mr. Nagarajan has served as Nordson’s President and Chief Executive Officer since August, 2019. He joined Nordson following a 23-year career with Illinois Tool Works Inc. (NYSE: ITW), a FORTUNE® 200 manufacturer of industrial products and equipment. In his last role at ITW, Mr. Nagarajan served as executive vice president, ITW Automotive OEM Segment, a position he held since 2015. Prior to that he held various executive and managerial roles of increasing responsibility.   Directorships.    Mr. Nagarajan is a director of Wesco International (NYSE: WCC), a leading provider of business-to-business distribution, logistics services and supply chain solutions, where he serves on the audit committee. Mr. Nagarajan was a director of Sonoco Products Company (NYSE: SON), a global provider of consumer packaging industrial products.   Key Attributes, Experiences, and Skills.    Mr. Nagarajan is the only member of Nordson’s management serving on our Board. He brings to the Board significant global manufacturing company experience, with a focus on creating value for customers through innovation and industry-leading excellence in quality and delivery. Mr. Nagarajan has an intimate understanding of management, leadership, strategy development and day-to-day operations of global companies.   Nordson Committees.    Executive

 

MARY G. PUMA		Director Since: 2001		Age: 65						Director Qualifications: Business Strategy & Operations, Accounting & Financial, Global Business Management, Additional Public Board Service, Corporate Governance, Industry & End Market Expertise   Independent Director   Other Public Boards: Axcelis Technologies, Inc. (Nasdaq: ACLS)
President and Chief Executive Officer, Axcelis Technologies, Inc.
Business Experience.    Ms. Puma is president and chief executive officer of Axcelis Technologies, Inc. (Nasdaq: ACLS), a provider of equipment and service solutions for the semiconductor manufacturing industry. Ms. Puma has served as chief executive officer of Axcelis since 2002. She also served as Axcelis’ president and chief operating officer from 2000 until 2002, where she played an instrumental role in Axcelis’ spin off from Eaton Corporation (NYSE: ETN), a global diversified industrial manufacturer. Ms. Puma was general manager and vice president of the Implant Systems Division of Eaton from 1998 to 2000.   Directorships.    Ms. Puma is a director of Axcelis. From 2005 to 2015, Ms. Puma was chair of the board of Axcelis.   Key Attributes, Experiences, and Skills.    Ms. Puma contributes extensive executive management experience in an international, technology-driven business and possesses a thorough knowledge of corporate governance and strategy development. Ms. Puma brings valuable experience in compensation and talent management planning matters to our Compensation Committee.   Nordson Committees.    Compensation, Governance & Nominating (Chair), Executive

 

16   |   Nordson Corporation – 2023 Proxy Statement

Present Directors with Terms Expiring in 2024

 

FRANK M. JAEHNERT		Director Since: 2012		Age: 65						Director Qualifications: Business Strategy & Operations, Accounting & Financial, Global Business Management, Additional Public Board Service, Mergers & Acquisitions, Corporate Governance   Independent Director   Other Public Boards: Itron, Inc. (Nasdaq: ITRI)
Retired President and Chief Executive Officer, Brady Corporation
Business Experience.    Mr. Jaehnert served as chief executive officer and president of Brady Corporation (NYSE: BRC), a leading provider of high-performance labels and signs, safety devices, printing systems, and software, from 2003 through 2013. Previously, Mr. Jaehnert was the chief financial officer and president of Brady Corporation. His prior work experience includes various financial positions in Germany and in the United States for Robert Bosch GmbH, an international manufacturer of automotive, communications, industrial, and consumer products.   Directorships.    Mr. Jaehnert serves as a director of Itron, Inc. (Nasdaq: ITRI), a world-leading technology and services company dedicated to the resourceful use of energy and water and providing comprehensive solutions that measure, manage, and analyze energy and water, and serves as chair of the compensation committee and as a member of the nominating and corporate governance committee. Mr. Jaehnert served as a director of Brady Corporation from April 2003 through October 2013.   Key Attributes, Experiences, and Skills.    Mr. Jaehnert received the equivalent of a master of business administration degree from the University of Stuttgart, Germany, and has been designated as an “audit committee financial expert”, as described under the “Committees of the Board of Directors” section of this Proxy Statement. Mr. Jaehnert’s experience as head of a diversified international business and his expertise in finance and operations enable him to make significant contributions to discussions regarding the Company’s strategy and the activities of the Audit Committee.   Nordson Committees.    Audit (Chair), Executive

 

GINGER M. JONES		Director Since: 2019		Age: 58						Director Qualifications: Business Strategy & Operations, Accounting & Financial, Global Business Management, Additional Public Board Service, Mergers & Acquisitions, Corporate Governance   Independent Director   Other Public Boards: Tronox Limited (NYSE: TROX)   Holley Inc. (NYSE: HLLY)
Retired Senior Vice President and Chief Financial Officer, Cooper Tire & Rubber Company
Business Experience.    Ms. Jones served as the senior vice president and chief financial officer of Cooper Tire & Rubber Company (formerly, NYSE: CTB), a provider of car, light truck, medium truck, motorcycle, and racing tires, from December 2014 until 2018 when she retired. Prior to joining Cooper, Ms. Jones served as chief financial officer of Plexus Corporation (Nasdaq: PLXS), a global electronics, engineering and manufacturing service company from 2004 to 2014.   Directorships.    Ms. Jones is a director of Tronox Limited (NYSE: TROX), a chemical company, where she chairs the audit committee and is a member of the compensation and human resource committees and Holley Inc. (NYSE: HLLY), a leading designer, marketer, and manufacturer of high-performance automotive aftermarket products for car and truck enthusiasts, where she chairs the audit committee.   Key Attributes, Experiences, and Skills.    Ms. Jones brings 30 years of accounting and finance skills, in industries ranging from consumer goods, industrial manufacturing, supply chain management and software. She served as a public company chief financial officer for ten years at two different global companies. Ms. Jones has significant finance, financial reporting, and accounting expertise and was formerly a certified public accountant, which provides the Board with valuable financial expertise. She has been designated as an “audit committee financial expert”, as described under the “Committees of the Board of Directors” section of this Proxy Statement.   Nordson Committees.    Audit

 

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Present Directors with Terms Expiring in 2025

 

JOHN A. DEFORD		Director Since: 2020		Age: 61						Director Qualifications: Business Strategy & Operations, Global Business Management, Mergers & Acquisitions, Corporate Governance, Technology   Independent Director   Other Public Boards: NuVasive, Inc. (Nasdaq: NUVA)
Retired Executive Vice President and Chief Technology Officer, Becton, Dickinson and Company
Business Experience.    Dr. DeFord retired from Becton, Dickinson and Company (NYSE: BDX) in 2021, a leading global medical technology company which manufactures and sells medical devices, instrument systems, and reagents. He served as executive vice president and chief technology officer since BDX acquired C.R. Bard, Inc. in 2017 until 2021. Previously, Dr. DeFord was the senior vice president of Science, Technology and Clinical Affairs for C.R. Bard, Inc. At the time of acquisition, C.R. Bard, Inc. was a leading multinational developer, manufacturer, and marketer of innovative, life-enhancing medical technologies in the fields of vascular, urology, oncology and surgical specialty products. His prior work experience includes serving as a managing director of Early Stage Partners, a venture capital fund and as president and chief executive officer of Cook Group Incorporated, a privately held medical device manufacturer.   Directorships.    Dr. DeFord is a director of NuVasive, Inc. (Nasdaq: NUVA), a medical device company focusing on medical devices and procedures for minimally invasive surgery and world class surgeon education, where he is a member of the nominating, corporate governance, and compliance committee.   Key Attributes, Experiences, and Skills.    Dr. DeFord has a diverse set of experiences resulting from serving in various leadership positions over the past 35 years, he holds 13 U.S. patents, is the author of numerous peer-reviewed scientific papers, and has a Ph.D in Electrical Engineering. His expertise in the medical device sector and executive experience in multi-billion dollar companies enables him to make significant contributions to discussions regarding the Company’s strategy and growth.   Nordson Committees.    Audit

 

JENNIFER A. PARMENTIER		Director Since: 2020		Age: 55						Director Qualifications: Business Strategy & Operations, Accounting & Financial, Global Business Management, Mergers & Acquisitions, Corporate Governance   Independent Director   Other Public Boards: None
Chief Executive Officer, Parker-Hannifin Corporation
Business Experience.    Ms. Parmentier serves as the chief executive officer of Parker-Hannifin Corporation (NYSE: PH), a global leader in motion and control technologies, a position she has held since January 2023. Immediately prior to her current role, Ms. Parmentier served as the chief operating officer at Parker-Hannifin from August 2021 to January 2023. She also served as vice president and president of Motion Systems Group from February 2019 to August 2021, vice president and president of the Engineered Materials Group from September 2015 to February 2019, and general manager for the Hose Products Division in the Fluid Connectors Group since joining Parker-Hannifin in 2008. Prior to joining Parker-Hannifin, Ms. Parmentier served as a business leader of Trane Technologies (NYSE: TT), an industrial manufacturing company, which was acquired by Ingersoll Rand Inc. in 2008.   Directorships.    Ms. Parmentier does not serve on any other public boards.   Key Attributes, Experiences, and Skills.    Ms. Parmentier brings strong international operating experience in the industrial sector to the Board. Her experiences, specifically her career with Parker, which serves a diverse market base spanning mobile, industrial, and aerospace clients, enables her to make significant contributions to discussions regarding the Company’s diverse and complex global organization.   Nordson Committees.    Audit

 

18   |   Nordson Corporation – 2023 Proxy Statement

VICTOR L. RICHEY, JR.		Director Since: 2010		Age: 65						Director Qualifications: Business Strategy & Operations, Global Business Management, Additional Public Board Service, Mergers & Acquisitions, Corporate Governance, Technology   Independent Director   Other Public Boards: ESCO Technologies Inc. (NYSE: ESE)
Executive Chair, ESCO Technologies Inc.
Business Experience.    Mr. Richey serves as executive chair of the board of ESCO Technologies Inc. (NYSE: ESE) effective January 2023. He previously served as been chair of the board, president, and chief executive officer from 2003 to 2022. ESCO manufactures highly-engineered filtration and fluid control products for the aviation, space, and process markets worldwide, is the industry leader in RF shielding and EMC test products, provides diagnostic instruments, software, and services for the benefit of the electric utility industry and industrial power users, and produces custom thermoformed packaging, pulp-based packaging, and specialty products for medical and commercial markets.   Directorships.    Mr. Richey is executive chair of the board of ESCO Technologies.   Key Attributes, Experiences, and Skills.     Mr. Richey has extensive experience as chair, president, and chief executive officer of a diversified global producer and marketer of technology, and he has significant executive management and board experience at public and private companies within several of our end markets, including the semiconductor industry, which provides our Board with a breadth of skills critical to its oversight responsibility.   Nordson Committees.    Compensation (Chair), Governance & Nominating

No shareholder or group that beneficially owns 1% or more of our outstanding common shares has recommended a candidate for election as a director at the 2023 Annual Meeting.

Cumulative Voting

Voting for directors will be cumulative if any shareholder provides notice in writing to the President, an Executive Vice President, or the Secretary of Nordson of a desire to have cumulative voting. The notice must be received at least 48 hours before the time set for the Annual Meeting, and an announcement of the notice must be made at the beginning of the meeting by the Chair or the Secretary, or by or on behalf of the shareholder giving the notice. If cumulative voting is in effect, each shareholder will be entitled to cast, in the election of directors, a number of votes equal to the product of the number of directors to be elected multiplied by the number of shares that the shareholder is voting. Shareholders may cast all of these votes for one nominee or distribute them among several nominees, as they see fit. If cumulative voting is in effect, shares represented by each properly submitted proxy will also be voted on a cumulative basis, with the votes distributed among the nominees in accordance with the judgment of the persons named on the proxy/voting instruction card.

To date, we have not received a notice from any shareholder of his, her, or its intention to request cumulative voting.

Majority Voting Policy

The Director nominees receiving the greatest number of votes will be elected (plurality standard). However, our majority voting policy states that any Director who fails to receive a majority of the votes cast in his/her favor is required to submit his/her resignation to the Board. The Governance & Nominating Committee of the Board would then consider each resignation and determine whether to accept or reject it. Abstentions and broker non-votes will have no effect on the election of a Director and are not counted under our majority voting policy.

 

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Required Vote

The election of directors requires the affirmative vote of the holders of a plurality of the shares of common stock voting at the Annual Meeting. Under the plurality voting standard, the nominees receiving the most “for” votes will be elected, regardless of whether any nominee received a majority of the votes. Only shares that are voted in favor of a particular nominee will be counted toward the nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for the nominee (including broker non-votes) will not be counted toward the nominee’s achievement of a plurality, but will be counted for quorum purposes.

RECOMMENDATION REGARDING PROPOSAL 1:

 

The Board of Directors recommends that

you vote “FOR” all nominees as directors.

Proxies received by the Board will be voted for all nominees

unless shareholders specify a contrary vote.

 

 

 

 

20   |   Nordson Corporation – 2023 Proxy Statement

CORPORATE GOVERNANCE

Corporate Governance Documents

The following corporate governance documents are available at: www.nordson.com/en/our-company/corporate-governance.

 

 

The Governance Guidelines contain general principles regarding the functions of Nordson’s Board and Board committees. The Annual Report to Shareholders, which includes the 2022 Annual Report and this Proxy Statement, are available at: www.nordson.com/investors. Upon request, copies of the Annual Report to Shareholders will be mailed to you (at no charge) by contacting Nordson Corporation, Attn: Corporate Communications, 28601 Clemens Road, Westlake, Ohio 44145. The information in, or that can be accessed through, our internet site is not part of this Proxy Statement, and all references in this document to our internet site are for informational or reference purposes only.

Code of Ethics and Business Conduct

We have a Code of Ethics and Business Conduct (the “Code”) that applies to all Nordson directors, officers, employees, and its subsidiaries, wherever located. Our Code contains the general guidelines and principles for conducting Nordson’s business consistent with the highest standards of business ethics. Our Code embodies our five guiding values, which form the foundation of our Company: Integrity, Excellence, Passion for Our Customers, Energy, and Respect for People. Our employees are expected to report all suspected violations of Company policies and the law, including incidents of harassment or discrimination, directly to their managers, human resources, or the Chief Compliance Officer. We also provide confidential, anonymous reporting through our third-party helpline, which is available 24 hours per day, seven days per week via a toll-free telephone line or the internet. We provide interpreters who speak the reporter’s preferred language. We will take appropriate steps to investigate all reports we receive through these channels and will take appropriate action. Under no circumstances will our employees be subject to any disciplinary or retaliatory action for reporting, in good faith, a possible violation of our Code or applicable law or for cooperating in any investigation of a possible violation.

Shareholder Engagement, Environmental and Social Governance, and Sustainability

We recognize that managing our economic, environmental, social, and governance impacts enhances our ability to deliver results over the long term for shareholders, employees, our communities, and other stakeholders. Our Board oversees our corporate responsibility efforts, while cross functional teams of senior management drive these and our sustainability efforts throughout the Company. Further information about our Corporate Responsibility and Sustainability initiatives can be found on our website at www.nordson.com/en/our-company/corporate-responsibility.

Sharing the Nordson story and being accessible to our shareholders is a priority for Nordson. In 2022, we reached over 200 institutional investors and analysts through phone calls, virtual and in-person conferences, and virtual and in-person road trips hosted by sell-side research analysts. Key themes from these conversations included the diversity of our end markets and geographies, growth drivers of our business, the ongoing deployment of the NBS Next growth framework and capital deployment, including our acquisition strategy.

In November 2021, Nordson launched its Environmental, Social and Governance (ESG) report, which was updated and supplemented in November 2022. The reports reflect an intentional, systemic approach to organizing and communicating our commitments, accomplishments and aspirations through an ESG lens. To view the reports, visit https://www.nordson.com/en/our-company/corporate-responsibility.

 

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Director Independence

In accordance with the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), and our Governance Guidelines, the Board must consist of a majority of independent directors. The Board has determined that all of our current directors except Mr. Nagarajan are independent under these standards. Mr. Nagarajan is not an independent director because he serves as our President and Chief Executive Officer. Our Governance Guidelines also require that our Audit, Compensation, and Governance & Nominating committees each be comprised of independent directors who meet all the independence and experience requirements of Nasdaq.

In determining independence, each year the Board affirmatively determines, among other things, whether directors have a “material relationship” with Nordson. When assessing the “materiality” of a director’s relationship with Nordson, the Board considers all relevant facts and circumstances, including a consideration of the persons or organizations with which the director has an affiliation. Where an affiliation is present, the Board considers the frequency or regularity of the provision of services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to Nordson as those prevailing at the time from unrelated parties for comparable transactions. With respect to Audit Committee members, the Board must affirmatively determine that these directors, in addition to the general independence requirements described above, satisfy certain financial education requirements and do not, among other things, accept any consulting, advisory, or other compensatory fee from Nordson. With respect to Compensation Committee members, the Board must consider, in addition to the general independence requirements described above, the source of compensation of the members, including any consulting, advisory or other compensatory fee paid by Nordson to these directors, and whether the directors are affiliated with Nordson, a subsidiary of Nordson or an affiliate of a subsidiary of Nordson.

As part of our commitment to ensuring director independence, and in accordance with out Related Person Transaction Policy (described in more detail below) we have a monitoring and reporting program with respect of products supplied by, or to, a company that may employ a director or may have a director serving on its board to identify and address any potential conflicts of interest resulting from our relationship. In 2022, all transactions and relationships evaluated by the Board involved only immaterial ordinary course of business purchase and sale of goods and services at companies where directors serve as an officer or director. The table below more particularly describes the transactions and relationships the Board considered in the 2022 fiscal year and, in each case, the amounts involved were less than the greater of $1 million or 1% of our and the recipient’s respective annual revenues in each of the last three years.

 

Director / Nominee		Entity and Relationship		Transactions		% of Entity’s Annual Revenues in each of the last 3 years
John A. DeFord		Becton, Dickinson and Company Retired Executive Vice President and Chief Technology Officer		We sell products to and purchase products from Becton, Dickinson, and Company.		Less than 1%
		NuVasive, Inc. Director		We sell products to NuVasive, Inc.		Less than 1%
Frank M. Jaehnert		Itron, Inc. Director		We sell products to Itron, Inc.		Less than 1%
Sundaram Nagarajan(1)		Sonoco Products Company Director		We sell products to and purchase products from Sonoco Products Company.		Less than 1%
Jennifer Parmentier		Parker-Hannifin Corporation Chief Operating Officer		We sell products to and purchase products from Parker-Hannifin Corporation.		Less than 1%
Victor L. Richey, Jr.		ESCO Technologies Inc. Director, President and Chief Executive Officer		We sell products to and purchase products from ESCO Technologies Inc.		Less than 1%

 

(1)	Mr. Nagarajan resigned from the Board of Sonoco Products in September 2022.

 

22   |   Nordson Corporation – 2023 Proxy Statement

Based on this review and the information provided in response to annual questionnaires completed by each independent director regarding employment, business, familial, compensation, and other relationships with the Company and management, the Board has determined that every director that served during 2022 and director nominee (i) has no material relationship with Nordson, (ii) satisfies all of the Nasdaq independence standards and our independence standards, and (iii) is independent, with the exception of Sundaram Nagarajan, who is an employee director. The Board has also determined that each member and chair of its Audit, Compensation, and Governance & Nominating committees are independent directors. For more information on our review standards for related party transactions, see “Review of Transactions with Related Persons” below.

Review and Approval of Transactions with Related Persons

The Board has adopted a written policy regarding the review and approval of transactions between the Company and its subsidiaries and certain persons that are required to be disclosed in proxy statements, which are commonly referred to as “related persons transactions.” Related persons include our directors, nominees for election as a director, persons controlling over 5% of our common shares, executive officers, and the immediate family members of each of these individuals. Under the written policy, Nordson’s Audit Committee is responsible for reviewing any related persons transactions and will consider factors it deems appropriate, including but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. To the extent any member of the Audit Committee is involved in any transaction under review, that member recuses him or herself.

Our monitoring and reporting program with respect to transactions involving products supplied by, or to, a company that may employ a director or may have a director serving on its board includes all relevant transactions collectively over $120,000 in one annual period. Under the program, we reviewed all relevant transactions with all of these companies for 2022. Our Audit Committee determined that any related persons transactions were neither material nor significant to either Nordson or the respective director’s company based on our written policy and the guidelines set forth in Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All transactions were conducted at arms-length. Additional information on the related persons transaction review is set forth under the caption “Director Independence” above.

Compensation Committee Interlocks and Insider Participation

There are no matters relating to compensation committee interlocks or insider participation that we are required to report.

Director Qualifications

We believe that the Board, as a whole, should reflect a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. The Governance & Nominating Committee periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future, considering the Company’s current situation and strategic plans. Through its selection and vetting process, the Governance & Nominating Committee seeks not only to identify directors that meet desired qualifications, but also to enhance the diversity of the Board in areas such as professional experience, race, gender, ethnicity, and age, and to obtain a variety of occupational, educational, and personal backgrounds on the Board in order to provide a range of viewpoints and perspectives. This focus on identifying and nominating qualified directors from diverse backgrounds has enabled the Company to assemble a Board comprised of high caliber directors with a range of expertise and viewpoints. Fifty-six percent of our directors are women or racially or ethnically diverse individuals.

Consideration of Director Candidates Recommended by Shareholders

Under its charter, the Governance & Nominating Committee is responsible for reviewing shareholder nominations of directors. The Governance & Nominating Committee’s considers shareholder-nominated candidates on the

 

Nordson Corporation – 2023 Proxy Statement   |   23

same basis and in the same manner as it considers recommendations from other sources. For more information on how a shareholder can recommend a candidate, see the “Questions and Answers About the Annual Meeting and These Proxy Materials” section of this proxy statement.

Board Leadership Structure

Our Governance Guidelines require us to have either an independent Chair of the Board or a presiding independent director if the Chair is not an independent director. The Governance Guidelines set forth the responsibilities of the Chair of the Board and the Presiding Director when the Chair of the Board is not an independent director.

At present, we have an independent Chair of the Board separate from the Chief Executive Officer position.

We separated the Chair of the Board and Chief Executive Officer positions to further enhance independent oversight of management and to allow our Chief Executive Officer to focus his time and energy on setting the strategic direction for the Company, overseeing daily operations, engaging with external constituents, developing and mentoring our future leaders, and promoting employee engagement at all levels of the organization. Our independent Chair of the Board leads the Board in the performance of its duties by establishing agendas and ensuring appropriate meeting content (in collaboration with our Chief Executive Officer), presiding during regularly held executive sessions with our independent directors, actively engaging with all independent directors and our Chief Executive Officer between Board meetings, and providing overall guidance to our Chief Executive Officer as to the Board’s views and perspectives, particularly on the strategic direction of the Company.

Meetings of the Board of Directors

The Board held seven meetings and our committees held 18 meetings during fiscal year 2022. Nordson’s policy requires attendance and active participation by directors at Board and committee meetings. In fiscal year 2022, each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees on which he or she served (during the period that he or she served). Directors are encouraged to attend the Annual Meeting. All of Nordson’s directors serving at the time attended the 2022 Annual Meeting of Shareholders held on March 1, 2022.

Executive Sessions of Independent Directors

Pursuant to our Governance Guidelines, independent directors meet in regularly scheduled executive sessions without management. The Chair of the Board (or, when our Chair is not an independent director, the Presiding Director) chairs all regularly scheduled executive sessions of the Board, and also has authority to convene meetings of the independent directors at any time with appropriate notice.

Risk Oversight

The Board plays an active role, both as a whole and also at the committee level, in overseeing management of the Company’s risks. Management is responsible for the Company’s day-to-day risk management activities and oversees areas of material risk, which include operational, financial, legal and regulatory, human capital, information technology, cyber and physical security, ESG and strategic and reputational risks. The Company has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping, and control evaluation management by its internal auditor.

The involvement of the Board in assessing our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk for Nordson. The Board regularly receives updates from management and outside advisors regarding this oversight responsibility.

 

24   |   Nordson Corporation – 2023 Proxy Statement

In addition, our Board committees each oversee certain aspects of risk management as presented below:

 

Audit Committee

Compensation Committee

Governance & Nominating Committee

Risks associated with financial matters, particularly financial reporting, accounting, disclosure, cybersecurity, and internal controls.

Risks associated with the establishment and administration of executive compensation and equity-based compensation programs, performance management of officers, and human capital management.

Risks associated with Board independence, effectiveness and organization, director succession and ESG oversight.

The Audit and Compensation Committees also rely on the advice and counsel of our independent auditors and independent compensation consultant, respectively, to raise awareness of any risks that may arise during their regular reviews of our financial statements, audit work, and executive compensation policies and practices.

Like all businesses, we face cybersecurity threats, as we rely on information systems and the internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Audit Committee, with input from management, identifies, assesses and monitors the Company’s cybersecurity and other information technology risks and threats and the measures implemented by the Company to mitigate and prevent cyberattacks, and the Board receives periodic reports from the Audit Committee on the Company’s cybersecurity program.

As we continued to monitor the impacts of the COVID-19 pandemic on our business and our employees in 2022, the Board received regular updates from management regarding matters critical to the business, including the safety of our workforce, supply chain interruptions, material availability, labor shortages and potential financial implications of all these issues. The Audit Committee continued its oversight of financial risks posed by the pandemic while the Compensation Committee oversaw human capital impacts and compensation actions considered in response to the pandemic.

While our Governance & Nominating Committee has primary oversight of ESG for the Company, certain aspects of risk oversight related to ESG matters fall to the Board or to other committees, e.g., Audit (financial, environmental, and regulatory under our Enterprise Risk Management program), Compensation (human capital), and Governance & Nominating (governance) Committees.

Senior management attends Board and committee meetings at the invitation of the Board or its committees, respectively, and is available to address any questions or concerns raised by the Board on risk management and any other matters.

The Board is updated on each committee’s risk oversight and other activities via meeting reports from each committee chair to the full Board at each Board meeting.

 

Nordson Corporation – 2023 Proxy Statement   |   25

The Board’s Role in Talent Development

A primary responsibility of the Board is to ensure that we have the appropriate management talent to successfully execute our strategies. Our Board believes that effective talent development is critical to Nordson’s continued success. Our Board’s involvement in leadership development and succession planning is systematic and ongoing. The Board plans for CEO succession and oversees management’s planning for succession of other key executive positions. Our Board calendar includes at least one meeting each year during which the Board conducts a detailed review of the Company’s talent strategies, leadership pipeline, and succession plans for key executive positions. The Compensation Committee oversees the process of succession planning and implements programs to retain and motivate key talent. To assist the Board, the CEO annually provides the Board with an in-depth assessment of senior managers and their potential to succeed to the position of CEO or other key executive positions.

Self-Assessments

On a regular basis, the Board conducts a self-assessment of the Board as a whole to determine, among other matters, whether the Board is functioning effectively. The independent directors also undertake a peer assessment of other independent directors as part of this self-assessment process. Each committee of the Board also conducts a self-assessment of the committee’s effectiveness. The Board considers the results of this process when determining whether incumbent directors continue to demonstrate the attributes that should be reflected on the Board, or whether changes to membership are appropriate.

 

26   |   Nordson Corporation – 2023 Proxy Statement

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees – Audit Committee, Compensation Committee, and Governance & Nominating Committee – and an Executive Committee that convenes on an as-needed basis. The respective committee functions, memberships, and number of meetings held during fiscal year 2022 are listed below. All members of the Audit Committee, Compensation Committee, and Governance & Nominating Committee are independent under the independence standards of Nasdaq and our Governance Guidelines. A more detailed discussion of the purposes, duties, and responsibilities of the committees is found in the respective committee charters which are available at: www.nordson.com/en/our-company/corporate-governance.

 

AUDIT				COMPENSATION				GOVERNANCE & NOMINATING
Function				Function				Function
•  Reviewing the proposed audits (including both independent and internal audits) for each fiscal year, the results of these audits, and the adequacy of our systems of internal accounting controls;   •  Appointing, compensating, and overseeing the independent auditors for each fiscal year;   •  Establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters;   •  Reviewing and approving all related-persons transactions; and   •  Providing oversight of cyber security risks.				•  Reviewing and approving compensation for our executive officers;   •  Administering the incentive and equity participation plans under which we compensate our executive officers;   •  Providing oversight to executive talent and management succession planning, other than chief executive officer succession, which is a responsibility of the entire Board; and   •  Overseeing the strong links between executive compensation and performance of our business by (i) holding executive sessions (without management present) at every regularly scheduled committee meeting; (ii) engaging an independent compensation consultant to advise on executive compensation issues, including peer benchmarking data; (iii) examining peer group compensation structures, goals, and financial performance; and (iv) basing incentive/variable pay on the achievement of financial and operating performance goals to foster alignment with shareholder interests.				•  Assisting the Board by identifying individuals qualified to serve as directors, and to recommend to the Board the director nominees for each annual meeting of shareholders;   •  Reviewing and recommending to the Board qualifications for committee membership and committee structure and operations;   •  Overseeing the Company’s ESG programs;   •  Developing and recommending to the Board a set of corporate governance policies and procedures;   •  Developing, administering, and overseeing the self-assessment process for the Board and its committees;   •  Overseeing management’s development of an orientation program for new directors; and   •  Reviewing director’s compensation.
Members				Members				Members
Frank M. Jaehnert* John A. DeFord Ginger M. Jones Milton M. Morris Jennifer A. Parmentier				Victor L. Richey, Jr.* Michael J. Merriman Jr. Mary G. Puma				Mary G. Puma* Victor L. Richey, Jr.
Meetings				Meetings				Meetings
8				6				4

 

*	Committee chair

The Board has designated Mr. Jaehnert and Ms. Jones, who are independent directors under the Nasdaq listing standings and the SEC’s audit committee requirements, each as an “audit committee financial expert” pursuant to the SEC’s final rules implementing Section 407 of the Sarbanes-Oxley Act. The designation of Mr. Jaehnert and Ms. Jones each as an “audit committee financial expert” is an SEC disclosure requirement and does not impose upon them any duties, obligations, or liabilities that are greater than those imposed on them as members of the Audit Committee and the Board in the absence of such designation.

The Audit Committee has confirmed Ernst & Young LLP’s independence from management and the Company, including compatibility of non-audit services with the auditors’ independence. The Audit Committee Report to the Board is at page 107 of this Proxy Statement.

 

Nordson Corporation – 2023 Proxy Statement   |   27

DIRECTOR COMPENSATION

Objectives of Director Compensation

Quality non-employee directors are critical to our success. We believe that the two primary duties of non-employee directors are (1) to effectively represent the long-term interests of our shareholders and (2) to provide guidance to management. As such, our compensation program for non-employee directors is designed to meet several key objectives:

 

•

Adequately compensate directors for their responsibilities and time commitments and for the personal liabilities and risks that they face as directors of a public company;

 

•

Attract the highest caliber non-employee directors by offering a compensation program consistent with those at companies of similar size, complexity, and business character;

 

•

Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to own our stock;

 

•

Provide compensation that is simple and transparent to shareholders and reflects corporate governance best practices; and

 

•

Where possible, provide flexibility in the form and timing of payments.

Elements of Director Compensation

We believe that the following features of our director compensation program support the objectives above:

 

•

We provide cash compensation through retainers for Board and committee service, as well as supplemental cash retainers to the Chair of the Board and chairs of our standing Board committees. The supplemental retainers compensate directors for the additional responsibilities and time commitments involved with chair responsibilities.

 

•

We do not provide separate Board and committee meeting fees.

 

•

All of the non-employee directors receive annual awards of restricted share units which vest 100% on the last day of the fiscal year.

 

•

As a practice, we do not grant securities to address any decrease in the market value of equity securities granted as compensation or held, directly or indirectly, by any officer, director, or other employee.

 

•

We pay for, provide, or reimburse directors for expenses incurred to attend Board and committee meetings and director education programs.

 

•

Directors do not have a retirement plan but are afforded business travel and accident insurance coverage.

 

•

Our share ownership guidelines require non-employee directors to own at least five times their annual cash retainer in Nordson common shares.

 

•

Directors are prohibited from pledging or hedging Nordson common shares.

Determining Director Compensation.    The Governance & Nominating Committee oversees, reviews, and reports to the Board on director compensation. The Governance & Nominating Committee annually reviews competitive market data for non-employee director compensation and makes recommendations to the Board for its approval. The Governance & Nominating Committee is assisted in performing its duties by Exequity LLP (“Exequity”), the Compensation Committee’s independent compensation consultant.

Exequity’s review for 2022 consisted of an analysis of competitive market data from a selected peer group of companies approved by the Compensation Committee. The peer group is consistent with the peer group used for the executive compensation review conducted during 2022.

 

28   |   Nordson Corporation – 2023 Proxy Statement

The components and respective amounts of non-employee director compensation for 2022 were:

 

ANNUAL DIRECTOR COMPENSATION(1)						ANNUAL CHAIR COMPENSATION
						Chair of the Board		$100,000
						Audit Committee Chair		$18,000
						Compensation Committee Chair		$15,000
						Governance & Nominating Committee Chair		$15,000

 

(1)	The number of restricted share units granted is determined by dividing the target dollar value by the average of the fourth quarter closing price of Nordson common shares.

Annual Cash Retainer.    The cash retainers are paid in equal quarterly installments. Generally, for directors who join the Board after the commencement of a fiscal year, the annual retainer is prorated based on the number of days remaining in the fiscal year.

Annual Equity Award.    Restricted share unit awards are granted annually and are effective the first business day of the fiscal year. The awards vest 100% on the last day of the fiscal year. If a director retires from the Board prior to the vesting date, restricted share units are forfeited on a pro-rata basis, based on the number of days served prior to retirement. If a director is appointed by the Board or elected by the shareholders after the commencement of a fiscal year, generally, the restricted share unit award is prorated based on the number of days remaining in the fiscal year. If restricted share units are not deferred, then the units and accrued dividend equivalents convert to Nordson common shares on a one-for-one basis on the vesting date.

Deferred Compensation Program.    Under the directors deferred compensation plan, non-employee directors may defer all or a portion of their annual cash retainer into a non-qualified, unfunded deferred compensation account in the form of deferred cash or share equivalent units. Amounts deferred (i) as cash will earn a return based on the 10-year Treasury bill constant maturity interest rate, or (ii) as share equivalent units will earn a return based on our common share price and accrued dividend equivalents. We do not pay above market or preferential interest rates under this deferred compensation plan.

Directors may elect to defer the receipt of restricted share units prior to the grant date. If the receipt is deferred, the restricted share units and accrued dividend equivalents will convert to share equivalent units on a one-for-one basis on the vesting date and are not subject to forfeiture.

After retirement or resignation from our Board, the share equivalent units and any cash retainers that were deferred as share equivalent units are paid out in our common shares in predetermined quarterly installments over a four-year period or in a lump sum, as elected by the director. Any cash retainers that were deferred as cash, and accrued interest thereon, will be paid out in cash in predetermined quarterly installments over a four-year period or in a lump sum, as elected by the director.

Share Ownership Guidelines.    The Board believes that our non-employee directors should have a meaningful ownership interest in the Company and has implemented share ownership guidelines for our non-employee directors. The ownership guidelines require non-employee directors to own a minimum of five times their annual cash retainer in common shares. Shares held in the form of share equivalent units or restricted share units qualify as shares owned under the guidelines. Newly elected directors have five years within which to achieve the share ownership requirement. All non-employee directors currently meet the guidelines, except for Drs. DeFord and Milton and Mses. Jones and Parmentier who were all appointed within the last three years and have five years from the dates of their respective appointment to achieve their ownership requirement, per the Governance Guidelines.

 

Nordson Corporation – 2023 Proxy Statement   |   29

Charitable Matching Gifts Program.    Current and retired non-employee directors may participate in our charitable matching gifts program that is available to all current and retired employees. Messrs. George, and Richey and Mses. Jones and Puma participated in this program in 2022, under which we made matching contributions totaling $53,700 in 2022.

Indemnity Agreements.    To attract and retain highly qualified candidates to serve as our directors, we provide indemnification agreements that are intended to secure protection for our directors contemplated by our Regulations and to the full extent permitted by Ohio law.

Director Compensation Table for Fiscal Year 2022

The following table sets forth the total compensation of each non-employee director for services provided as a director in 2022.

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				All Other Compensation ($)(2)				Total ($)
John A. DeFord			90,000				157,351				2,543				249,894
Arthur L. George, Jr.(3)			51,676				157,351				35,468				244,495
Frank M. Jaehnert			108,000				157,351				16,920				282,271
Ginger M. Jones			90,000				157,351				23,309				270,660
Michael J. Merriman, Jr.			190,000				157,351				69,450				416,801
Milton M. Morris			11,495				17,464				63				29,022
Jennifer A. Parmentier			90,000				157,351				63				247,414
Mary G. Puma			105,000				157,351				13,118				275,469
Victor L. Richey, Jr.			105,000				157,351				45,999				308,350

 

(1)

This column represents the grant date fair value of the restricted share unit awards as calculated under FASB ASC Topic 718 and does not reflect whether the recipient has actually received a financial gain from these awards. The assumptions made in valuing share awards reported in this column for 2022 are discussed in Note 15 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form 10-K for 2022. Because the stock awards vest at the end of each fiscal year, none of our non-employee directors had any stock awards outstanding as of the end of fiscal 2022.

 

(2)

This column includes the value of (i) interest and dividends on deferred compensation accounts for all non-employee directors except for Ms. Parmentier; (ii) health, life, and business travel accident insurance benefits for all non-employee directors; and (iii) charitable matching contributions made by the Company during 2022 pursuant to the charitable matching gifts program (described above) in the amounts indicated for Messrs. George $16,200 and Richey $10,000 and Mses. Jones $20,000 and Puma $7,500. This column also includes $19,164 in income to Mr. Merriman for insurance premiums for coverage based on the full COBRA premium value for 2022 because Mr. Merriman participates in our company-sponsored health care plan under a legacy program which affords health care coverage to a non-employee director on the same terms as our employees. No other non-employee directors participate in this legacy, and now discontinued, program.

 

(3)	Mr. George resigned from the Board effective May 27, 2022 and forfeited all but $10,725 of his stock award.

 

30   |   Nordson Corporation – 2023 Proxy Statement

PROPOSAL 2: RATIFY THE APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Appointment of Independent Registered Public Accounting Firm for Fiscal Year Ending October 31, 2023

Ernst & Young LLP served as our independent registered public accounting firm for the fiscal year ended October 31, 2022. The Audit Committee has appointed Ernst & Young LLP to serve as our auditors for the fiscal year ending October 31, 2023. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate shareholder questions. Although ratification of the appointment of the independent auditors is not required by law, the Audit Committee and the Board believe that shareholders should be given the opportunity to express their views on the subject. While not binding on the Audit Committee or the Board, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as our independent auditors would be considered by the Board in determining whether or not to continue the engagement of Ernst & Young LLP. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of independent auditors, whether or not our shareholders ratify the appointment.

As provided in the Audit Committee’s charter, the Audit Committee is responsible for directly appointing, retaining, terminating, and overseeing our independent registered public accounting firm. Our Audit Committee continuously evaluates the independence and effectiveness of Ernst & Young LLP and its personnel, and the cost and quality of its audit and audit-related services.

Pre-Approval of Audit and Non-Audit Services

At the start of each fiscal year, our Audit Committee pre-approves the audit services and audit-related services, if any, together with specific details regarding such services that we anticipate will be required for the fiscal year including, as available, estimated fees. The Audit Committee reviews the services provided to date and actual fees against the estimates and such fee amounts may be updated for presentation at the regularly scheduled meetings of the Audit Committee. Additional pre-approval is required before actual fees for any service can exceed the originally pre-approved amount. The Audit Committee may also revise the list of pre-approved services and related fees from time to time. All of the services described below under the captions “Audit Fees” and “Audit-Related Fees” with respect to fiscal years 2021 and 2022 were approved in accordance with this policy.

If we seek to engage our independent registered public accounting firm for other services that are not considered subject to general approval as described above, then the Audit Committee must approve each specific engagement as well as the estimated fees. The engagement will be presented to the Audit Committee for approval at its next regularly scheduled meeting. If the timing of the project requires an expedited decision, then we may ask the chair of the Audit Committee to approve the engagement. Any approval by the chair is then reported to the full Audit Committee for ratification at the next Audit Committee meeting. In any event, approval of any engagement by the Audit Committee or the chair of the Audit Committee is required before our independent registered public accounting firm may commence any engagement. Additional approval is required before any fees can exceed approved fees for any specifically-approved services.

Fees Paid to Ernst & Young LLP

The following table shows the fees we paid or accrued for audit and other services provided by Ernst & Young LLP for the fiscal years ended October 31, 2022 and October 31, 2021:

 

Services		Fiscal Year 2022		Fiscal Year 2021
Audit Fees (1)		$2,394,000		$1,947,300
Audit-Related Fees (2)		$     16,000		$     12,100
Tax Fees (3)		$     56,000		$              0
Other Fees		$              0		$              0
Total Fees		$2,466,000		$1,959,400

 

Nordson Corporation – 2023 Proxy Statement   |   31

 

(1)	Audit Fees of Ernst & Young LLP consisted of the audit of our annual consolidated financial statements, the quarterly review of interim financial statements, the audit of internal control over financial reporting, and statutory audits required internationally.

 

(2)	Audit-Related Fees include fees related to SEC registration statements.

 

(3)	Tax Fees include professional services rendered in connection with tax transaction diligence services.

RECOMMENDATION REGARDING PROPOSAL 2:

 

 

The Board of Directors recommends that

you vote “FOR” ratification of the Audit Committee’s

appointment of Ernst & Young LLP as our independent

registered public accounting firm for the fiscal year ending

October 31, 2023.

 

 

 

 

32   |   Nordson Corporation – 2023 Proxy Statement

SECURITY OWNERSHIP OF NORDSON COMMON SHARES BY DIRECTORS, DIRECTOR

NOMINEES, EXECUTIVE OFFICERS, AND LARGE BENEFICIAL OWNERS

The following table sets forth the number and percentage of issued and outstanding Nordson common shares beneficially owned as of December 30, 2022 by directors, director nominees, each named executive officer, and all directors and executive officers as a group. There were 57,178,683 shares of common stock outstanding as of December 30, 2022. The business address for matters related to Nordson for each of our directors, director nominees, and executive officers is 28601 Clemens Road, Westlake, Ohio, 44145.

This beneficial ownership information is based on information furnished by the directors, director nominees, and executive officers. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act for purposes of this Proxy Statement and is not necessarily to be construed as beneficial ownership for other purposes.

 

Name of Beneficial     Owner		Total Number of Shares Beneficially Owned(1)				Percent of Outstanding Shares		Direct Ownership				Employee Plan(2)				Right to Acquire(3)				Share  Equivalent  Units(4)
John A. DeFord, Director			1,998			*			—				—				—				1,998
Frank M. Jaehnert, Director			17,018			*			12,209				—				—				4,809
Ginger M. Jones, Director			3,091			*			1,000				—				—				2,091
Michael J. Merriman, Jr., Chair of the Board			25,492			*			1,701				—				—				23,791
Milton M. Morris, Director			—			*			—				—				—				—
Jennifer A. Parmentier, Director			1,227			*			1,227				—				—				—
Mary G. Puma, Director			18,175			*			15,612				—				—				2,563
Victor L. Richey, Jr., Director			17,198			*			—				—				—				17,198
Sundaram Nagarajan, Director, President and Chief Executive Officer			68,493			*			8,214				—				56,650				3,629
Joseph P. Kelley, Executive Vice President and Chief Financial Officer			20,309			*			3,338				—				16,971				—
Jeffrey A. Pembroke, Executive Vice President			46,660			*			2,921				143				41,112				2,484
Stephen P. Lovass, Executive Vice President			23,437			*			4,755				187				18,495				—
Jennifer L. McDonough, Executive Vice President, General Counsel and Secretary			1,300			*			302				—				998				—
Directors, director nominees, and executive officers as a Group (17 persons)			399,129			0.70%			105,883				4,019				216,455				70,774

 

*	Less than 1%

 

(1)

Except as otherwise stated, beneficial ownership of the shares held by each of the directors, director nominees, and executive officers consists of sole voting power and/or sole investment power, or of voting power and investment power that is shared with the spouse of the director, director nominee, or executive officer.

 

(2)	This column shows indirect shares held in our Employee Savings Trust Plan and 401(k) Plan, for which the individuals indicated have sole voting power and limited investment power.

 

(3)	This column shows shares covered by stock options that currently are exercisable or will be exercisable by February 28, 2023 and restricted share units that are subject to vesting by February 28, 2023.

 

(4)	This column shows the direct share unit ownership held by directors and director nominees, either as deferred or non-deferred, and executive officers under the deferred compensation plans described in this Proxy Statement.

 

Nordson Corporation – 2023 Proxy Statement   |   33

Five Percent Beneficial Owners

The following table lists each person we know to be an owner of more than 5% of our common shares as of December 31, 2022.

 

Beneficial Owner		Total Number of Shares Beneficially Owned				Percent of  Outstanding  Shares
The Vanguard Group, Inc.(1)			6,036,535				10.42	%
BlackRock, Inc.(2)			4,861,009				8.40	%
Jane B. Nord (3)			2,988,954				5.20	%

 

(1)

The information set forth is based solely on the Schedule 13G/A filed March 9, 2022 with the SEC by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, wherein it reported beneficial ownership of 6,036,535 shares and stated that it has sole voting power over none of the reported shares, sole investment power over 5,852,120 of the reported shares, shared voting power over 77,641 of the reported shares, and shared investment power over 184,415 of the reported shares.

 

(2)

The information set forth is based solely on the Schedule 13G/A filed February 1, 2022 with the SEC by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, wherein it reported beneficial ownership of 4,861,093 shares and stated that it has sole voting power over 4,560,633 of the reported shares and sole investment power over all of the reported shares.

 

(3)

The information set forth is based solely on the Schedule 13G/A filed January 11, 2023 with the SEC by Jane B. Nord, P.O. Box 457, Oberlin, Ohio 44074, wherein she reported beneficial ownership of 2,988,954 shares and stated that she has sole voting and investment power over 2,234,418 of the reported shares and shared voting and investment power over 754,536 of the reported shares. According to the Schedule 13G/A, the amount of shares beneficially owned by Ms. Nord includes 2,234,418 shares owned by the Jane B. Nord Grantor Trust, of which Jane B. Nord is the sole trustee, and 754,536 shares owned by the Eric T. Nord Trusts, of which Jane B. Nord is a co-trustee.

 

34   |   Nordson Corporation – 2023 Proxy Statement

PROPOSAL 3: ADVISORY VOTE TO APPROVE

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

During our 2022 Annual Meeting, we asked our shareholders to approve the compensation of our named executive officers, commonly referred to as a “Say-on-Pay” vote. Approximately 93.99% of shareholder votes cast were in favor of our named executive officer compensation program. We value the positive endorsement by our shareholders of our executive compensation policies and believe that the outcome signals our shareholders’ support of our executive compensation program. As a result, our Compensation Committee decided to retain our general approach to named executive officer compensation, with an emphasis on performance-based short and long-term incentive compensation that rewards our most senior executives when they deliver value for our long-term shareholders. We currently hold our “Say-on-Pay” vote annually. We are asking our shareholders to vote on the frequency of our “Say-on-Pay” vote this year. Please see Proposal 4 on page 37 for more information.

Nordson’s consistent long-term shareholder value creation is attributed to a rigorously-applied management process that has been strengthened by our NBS Next and Ascend strategies and implemented by teams of talented and committed executives. Our executive compensation program underpins and reinforces this process and the performance it generates. We believe the program strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our executives to dedicate themselves fully to creating value for our shareholders. In support of this belief, and reflective of the Compensation Committee’s diligent oversight of the executive compensation program, the Compensation Committee urges you to consider the following factors:

 

WHAT WE DO
✓  Pay-for-Performance. A significant portion of executive pay is tied to key financial and operating measures that are disclosed to our shareholders.
✓  Compensation Consultant. The Compensation Committee engages an independent compensation consultant, Exequity LLP.
✓  Share Ownership Guidelines. There are restrictions on sales of vested awards until an executive officer has attained meaningful stock ownership of the Company.
✓  Peer Group Benchmarking. We review annually our compensation peer group and make adjustments as needed.
✓  Balanced Compensation Structure. We utilize a balanced approach to compensation, which combines fixed and variable, short-term and long-term, and cash and equity compensation.
✓  Market Competitive Compensation. Our compensation program is competitive within our peer group and recognizes evolving governance practices, which allows us to attract and retain key talent.
✓  Responsibly Administered Incentive Compensation Programs. We have diversified incentive compensation goals without steep payout cliffs. Vesting periods for annual equity awards encourage consistent behavior and reward long-term, sustained performance.
✓  Certify Performance. The Compensation Committee certifies performance based upon pre-established financial and operating measures before any incentive award payouts are made.
✓  Capped Award Payouts. Cash payments that can be earned under the Annual Cash Incentive Award, as well as shares under the longer-term Performance Share Incentive Award, are capped.
✓  Consistent Equity Award Policy. Equity awards are generally made on a consistent schedule (with exceptions for newly hired executives and promotions) and are not made in anticipation of significant developments that may impact the price of our common shares. Similarly, we do not time the release of material, non-public information based on equity award dates.
✓  Clawback Provisions in our Equity and Annual Cash Incentive Awards. Our Annual Cash Incentive Award and equity-based compensation awards are subject to recoupment and forfeiture (“clawbacks”) that allows the Company to cancel all or any outstanding portion of equity awards and recover the payouts under the Annual Cash Incentive Award.
✓  Talent Management. We engage in an ongoing, rigorous review of executive talent and succession plans for key operating and corporate roles.

 

Nordson Corporation – 2023 Proxy Statement   |   35

WHAT WE DO NOT DO
×   No Significant Perquisites. The form of health insurance, life insurance, and Company matching contributions to the 401(k) Plan are the same benefits generally available to all of our employees. Our executive officers are reimbursed for airline club membership (up to two); financial, estate, and tax planning services (up to $5,000 a year); and executive physicals.
×   No Above-Market or Preferential Earnings. We do not pay above-market or preferential earnings on non-qualified deferred compensation.
×   No Hedging, Pledging or Short Sales Transactions Permitted. We prohibit directors and executive officers from pledging Nordson common shares as collateral, trading in derivative securities of Nordson’s common shares, engaging in short sales of Nordson securities, or purchasing any other financial instruments that are designed to hedge or offset any decrease in the market value of any Nordson securities.
×   No Change-in-Control Severance Tax Gross-Ups. For executive officers elected after November 1, 2015, we have eliminated tax gross ups on any severance benefits.
×   No Single-Trigger for Change-in-Control Severance Payments. Cash severance payments to our CEO require a qualifying termination of employment and to our other executive officers require a “double-trigger” — a change-in-control and involuntary termination without cause or termination by the executive officer for Good Reason within two years following a change-in-control — and equity awards granted under our Stock Incentive and Award Plan also provide for “double-trigger” vesting.
×   No Dividends or Dividend Equivalents on Unearned Performance Share Units. Performance share incentive awards do not earn or pay dividends until the shares are earned, and for awards granted after December 27, 2017, dividends and dividend equivalents on time based awards are required to be deferred until vesting of the underlying awards.
×   No Excessive Dilution. We review ongoing awards, forfeitures, overhang levels (dilutive impact of equity compensation on our shareholders), and annual run rates (the aggregate shares awarded as a percentage of total outstanding shares).
×   No Share Repricing. We prohibit repricing of underwater stock options and other awards without shareholder approval.
×   No Automatic Vesting. We require a minimum vesting period of at least one year for all types of equity awards, with an exception for awards covering up to 5% of the share reserve of our Stock Incentive and Award Plan.

 

We encourage you to read the “Executive Compensation Discussion and Analysis” section of the Proxy Statement, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives. Also, we encourage you to review the Summary Compensation Table and related compensation tables and narrative of this Proxy Statement, which provide detailed information on the compensation of our named executive officers.

We are asking our shareholders to indicate their support for compensation paid to our named executive officers as described in this Proxy Statement by voting “FOR” the following resolution at the 2023 Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Executive Compensation Discussion and Analysis, the executive compensation tables, and related narrative.”

This advisory resolution, commonly referred to as a “Say-on-Pay” resolution, is being presented to our shareholders for a vote pursuant to Section 14A of the Exchange Act and is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.

RECOMMENDATION REGARDING PROPOSAL 3:

 

 

The Board of Directors recommends that,

on an advisory basis, you vote “FOR” the

approval of the compensation of

our named executive officers.

 

 

 

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PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY FOR HOLDING THE ADVISORY VOTE ON

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In addition to requiring a periodic Say-on-Pay vote of shareholders, as set forth in Proposal 3 above, current SEC rules enable our shareholders to indicate how frequently we should seek a Say-on-Pay vote. By voting on this Proposal 4, shareholders may indicate whether they would prefer a Say-on-Pay advisory vote every year, every two years, or every three years.

At our 2017 annual meeting, a plurality of our shareholders voted for annual Say-on-Pay advisory votes on compensation paid to our named executive officers. We have conducted Say-on-Pay votes at every subsequent annual meeting. We are required to hold a Say-on-Frequency vote every six years.

After careful consideration, the Board has determined that continuing to hold an advisory vote on compensation paid to our named executive officers every year remains the most appropriate policy for us at this time, and recommends that shareholders vote for future advisory votes on compensation paid to our named executive officers to occur every year.

In formulating its recommendation, our Board considered the current policy of conducting an annual Say-on-Pay advisory vote, which has allowed our shareholders to provide us with direct input on our compensation philosophy, policies and practices as disclosed in the Proxy Statement every year. Additionally, an annual Say-on-Pay advisory vote is consistent with our policy of regularly seeking input from, and engaging in discussions with, our shareholders on corporate governance matters and our executive compensation philosophy, policies and practices. We understand that our shareholders may have different views as to what is the best approach for Nordson, and we look forward to hearing from our shareholders on this Proposal.

You may cast your vote on your preferred voting frequency for a Say-on-Pay advisory vote by choosing the option of one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below. Your vote is not considered a vote “FOR” or “AGAINST” the Board of Directors’ recommendation of an annual vote, but rather a vote for your preferred frequency.

“RESOLVED, that the option of one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of our named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).”

This advisory resolution, commonly referred to as a “Frequency of Say-on-Pay” resolution, is being presented to our shareholders for a vote pursuant to Section 14A of the Exchange Act and is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.

RECOMMENDATION REGARDING PROPOSAL 4:

 

 

    The Board of Directors recommends that,

    on an advisory basis, you vote “FOR” for the option every

    “one year” as the frequency with which our shareholders

    approve, on an advisory basis, the compensation of our named

    executive officers.

 

 

 

 

Nordson Corporation – 2023 Proxy Statement   |   37

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

All references in this Executive Compensation Discussion and Analysis section of the Proxy Statement to “year” or “years” are references to fiscal years unless otherwise noted. Our fiscal year ends October 31.

This Executive Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy, our compensation decision process, and the elements of our executive compensation program for our named executive officers for 2022. They are:

 

Named Executive Officer		Title
Sundaram Nagarajan		President and Chief Executive Officer
Joseph P. Kelley		Executive Vice President and Chief Financial Officer
Jeffrey A. Pembroke		Executive Vice President, Industrial Precision Solutions
Stephen P. Lovass		Executive Vice President, Medical and Fluid Solutions
Jennifer L. McDonough		Executive Vice President, General Counsel & Secretary

This CD&A contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from the results, performance or achievements expressed or implied thereby. For a detailed discussion of these risks, see Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Annual Report. Shareholders should note that statements contained in this CD&A regarding our company and business group performance targets and goals should not be interpreted as management’s expectations, estimates of results or other guidance.

 

38   |   Nordson Corporation – 2023 Proxy Statement

The CD&A and the Executive Compensation Tables are organized as follows:

 

Section		Subject		Page
Executive Summary		•   Fiscal Year 2022 Performance		40
		•   Business Segment Realignment		40
		•   Executive Compensation Philosophy		41
		•   Pay for Performance		41
		•   CEO Compensation		42
		•   Shareholder Returns and 2022 Financial and Operating Highlights		43
Discussion of our Compensation Program		•   Executive Compensation Decision Process		44
		•   Elements of Compensation		47
		•   2022 Actions and Analysis		51
		•   Other Components of Compensation		58
		•   Additional Compensation Policies		61
		¡  Executive Share Ownership		61
		¡  Anti-Pledging/Anti-Hedging Policy		62
		¡  Equity Grant Policy		62
		¡  Clawback Policy		62
Compensation Committee Report				64
Compensation Tables and Explanatory Notes		•   2022 Summary Compensation Table		67
		•   2022 Grants of Plan-Based Awards		70
		•   2022 Outstanding Equity Awards		73
		•   2022 Options Exercised and Stock Vested		76
		•   Non-Qualified Deferred Compensation		80
		•   Potential Benefits Upon Termination or Change of Control		82

 

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