UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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NORDSON CORPORATION
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NORDSON CORPORATION

Notice of

2020 Annual Meeting

and Proxy Statement

LOGOLOGO


PRELIMINARY COPY – SUBJECT TO COMPLETION

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, as amended, please be advised that Nordson Corporation intends to release definitive copies of this Proxy Statement to shareholders beginning on or about January 27, 2023

LOGO

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

January 17, 2020[    ], 2023

Dear Shareholder:

It is my pleasure, onOn 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 heldconducted in an audio-only format, at the law offices of BakerHostetler LLP, 2000 Key Tower, 127 Public Square, Cleveland, Ohio 44114, at 8:00 a.m., Eastern Time,www.virtualshareholdermeeting.com/NDSN2023 on Tuesday, February 25, 2020.28, 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. If you are a registered shareholder, youYou may also vote in person atelectronically 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 2020.2023.

 

LOGO 

Sincerely,

LOGO

 

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

   23 

General Information

   23 

Voting Matters and Board Recommendations

   23 

Business Highlights

   45 

Governance Highlights

   56 

Compensation Highlights

   67 

Directors Serving on Boards of Other Public Companies

   9 

Proxy Statement

   10 

Proposal 1: Election of Directors Whose Terms Expire in 2023

   11 

Corporate Governance

   2021

Shareholder Engagement, Environmental and Social Governance, and Sustainability

21 

Committees of the Board of Directors

   2527 

Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm

   2931 

Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners

   3133 

Proposal 3: Advisory Vote to Approve the Compensation of Our Named Executive Officers

   3335 

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

   3538 

Executive Summary

   3740 

Discussion of Our Compensation Program

   4244 

Compensation Committee Report

   6164 

Risks Related to Executive Compensation Policies and Practices

   6265 

Summary Compensation for Fiscal Year 20192022

  

63

66

Grants of Plan-Based Awards

  

67

70

Outstanding Equity Awards at October 31, 20192022

  

70

73

Stock Option Exercises and Stock Vested Tables

  

74

76

Pension Benefits

  

75

77

Non-Qualified Deferred Compensation

  

77

80

Potential Benefits Upon Termination or Change of Control

  

79

82

CEO Pay Ratio

  

83

86

Introductory Note to Proposals 5, 6, 7, and 8

  

87

Proposal 5: Approve Amendments to the Company’s Articles of Incorporation to Replace the Existing Supermajority Voting Requirement 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 the Existing 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

  

84

96

Questions and Answers About the Annual Meeting and These Proxy Materials

  

85

97


Nordson Corporation

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

To Be Held Tuesday, February 25, 202028, 2023

 

Date and Time:  

Tuesday, February 25, 202028, 2023

at 8:9:00 a.m., Eastern Time

Place:  

Law offices of BakerHostetler LLPVirtually, Via Audio-Only

2000 Key Tower

127 Public Square

Cleveland, Ohio 44114www.virtualshareholdermeeting.com/NDSN2023

Items of Business:          

1.   To elect as directors fivedirector 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 20232026 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, 2020;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 existing 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

 

4.9.   To transact other business as may properly come before the meeting or any adjournment or postponement thereof.

Record Date:  Close of business on January 2, 2020.December 30, 2022.

A Proxy Statement, Proxy/Voting Instruction Card, and Annual Report to Shareholders, which includes our Annual Report on Form10-K for the fiscal year ended October 31, 2019,2022, accompany this Notice and are also available at:www.nordson.com/en/our-company/investors/annual-reports-and-presentationshttps://investors.nordson.com/financials/default.aspx#annual-reports. The Board of Directors has determined that shareholders of record at the close of business on January 2, 2020December 30, 2022 are entitled to notice of, and to vote during, the Annual Meeting.

By Order of the Board of Directors,

LOGO

GINA A. BEREDOJennifer L. McDonough

Executive Vice President, General Counsel

and Secretary

January 17, 2020[    ], 2023

Westlake, Ohio

 

Nordson Corporation – 2023 Proxy Statement   |   1


Important Notice Regarding the Availability of Proxy Materials for the Annual

Annual Meeting of Shareholders to be held on February 25, 2020:28, 2023:

The Proxy Statement, Proxy/Voting Instruction Card, and the Annual Report to Shareholders, which

includes our Annual Report on Form10-K for the fiscal year ended October 31, 2019,2022, are available at:

www.nordson.com/en/our-company/investors/annual-reports-and-presentations.https://investors.nordson.com/financials/default.aspx#annual-reports.

 

Nordson Corporation – 2020

2   |   Nordson Corporation – 2023 Proxy Statement

|  1


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 onForm 10-K for the fiscal year ended October 31, 20192022 filed with the United States Securities and Exchange Commission on December 13, 201919, 2022 (the “2019“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
 

20202022 ANNUAL MEETING

DATE AND TIME

  

Tuesday, February 25, 202028, 2023

8:9:00 a.m., Eastern Time

  
 

PLACE

  

Law Offices of BakerHostetler LLPVirtually, Via Audio-Only

2000 Key Towerwww.virtualshareholdermeeting.com/NDSN2023

ACCESS

Visit www.virtualshareholdermeeting.com/NDSN2023.

127 Public Square

Cleveland, Ohio 44114

USATo 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 January 2, 2020December 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, 20202023

  Thisnon-binding proposal will be considered approved if more votes are cast in favor than against. FOR 2931
   

3.  Advisory vote to approve compensation of named executive officers

  Thisnon-binding proposal will be considered approved if more votes are cast in favor than against. FOR 3335

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.FOR37

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.FOR88

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.FOR90

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.FOR92

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.FOR94

 

Nordson Corporation – 2023 Proxy Statement   |   3


HOW TO VOTE
   
VIA THE INTERNET BY TELEPHONE  BY MAIL  IN PERSON     VOTE AT MEETING     
   

 

LOGO

 

 

LOGO

 

  

LOGO

 

  

LOGO     LOGO      

 

www.proxyvote.com 

Call1-800-690-6903

in the U.S. or Canada

  

Follow the instructions on the     proxy/

     proxy / voting instruction card

  

Attend our Annual Meeting     

and vote by ballotelectronically     

Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting. TheyAbstentions 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 3,8 being equivalent to a votevotes “against” the Proposals.proposals.

2  |Nordson Corporation – 2020 Proxy Statement


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, of Nordson Corporation No Executive Extensive experience in operational leadership, global industrial businesses, strategic vision, acquisitions and divestitures, and public company board experience.
    

Ginger M. JonesMichael J. Merriman, Jr.  

 RetiredStrategic Advisor, Resilience Capital Partners, LLC Yes NoneCompensation, Executive SubstantialSignificant executive general management, financial management experience, a unique perspective on investor relations, and substantial public company board experience.

Milton M. Morris

Principal, MEHL BioMedical, LLCYesAuditBroad experience in the medical device sector, understanding of financial accountingtalent development and financialtechnology matters, international business experience, and public company board experience.
    

Joseph P. Keithley

RetiredYesAudit; Governance & NominatingExtensive broad based international business, executive management, and leadership experience, and public company board experience.

Michael J. Merriman, Jr.  

Strategic Advisor of Resilience Capital PartnersYes

Compensation;

Executive

Significant executive general management, financial experience, and understanding of financial accounting and financial matters, a unique perspective in investor relations, and substantial public company board experience.

Mary G. Puma

 President, and Chief Executive Officer, of Axcelis Technologies Inc. Yes 

Compensation;Compensation, Governance & Nominating;

Executive

Nominating
 Deep operational experience in global industrial businesses, strategic vision, and public company board experience.

 

Nordson Corporation – 2020

4   |   Nordson Corporation – 2023 Proxy Statement

|  3


BUSINESS HIGHLIGHTS

Fiscal year 20192022 was an outstanding year where we achieved record-breaking financial results despite a year of solid results in a challengingdifficult macroenvironment. Despite these challenges, we remained focused on the things that matter: our commitment to our customers andlow-growth global macroeconomic environment. The following advancing our long-term profitable growth strategy. Our performance highlights our performance for fiscal year 2019:2022 include:

 

Sales     Operating Profit(1)     Net IncomeIncome/Free Cash Flow(2)

$2.2 Billion

Third consecutive year over $2B$2.6 Billion

 

   

$483707 Million

 

22%27% of sales

   

$337513 Million/
$462 Million

 

15%FCF 90% of salesnet income

                
Gross ProfitDividends Paid     

GAAP DilutedLeverage Ratio

Earnings Per Share(1)

     Total Shareholder Return(2)(3)
$1.2 Billion$5.79

3 Year: 65.81%

5 Year: 117.48%

10 Year: 569.72%

Operating MarginDividends Paid

22%

Fourth consecutive year over 20%

$82126 Million

 

56th59th consecutive year

dividend has increased

 

  

0.7x

Based on trailing

12-month EBITDA

3 Year: 113.18%

5 Year: 166.06%

10 Year: 507.13%

 

(1)

In 2019,“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 Company experienced benefits from the Tax CutsNDC acquisition, and Jobs Act (the “Act”). The Company’s 2019 diluted earnings per share, excluding the benefits from the Act, and utilizingfacility closures. Adjusted operating profit as a more normalized effective tax rate, was $5.37.percentage of sales is defined as adjusted operating profit divided by sales.

 

(2)

We define “Total“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” as:is defined as (share price end of period – share price start of period + dividends paid) / share price start of period.

 

4  |Nordson Corporation – 2020 Proxy Statement

Nordson Corporation – 2023 Proxy Statement   |   5


GOVERNANCE HIGHLIGHTS

The following summarizes the structure of our board of directors as of our record date, January 2, 2020December 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

Audit, Compensation, and

Governance & Nominating

Committee Members

 

100% Independent

Committee Chairs

   

The Board, as a whole, exercises its

oversight responsibilities with

respect to

material risks

risks. The Board has delegated

responsibility for the oversight of specific

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

   

Ournon-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

Michael J. Merriman, Jr.

   

Robust policy

                

      

Advisory Vote on Named

Executive Officer Compensation

     

Shareholder Rights Plan

(“Poison Pill”)

     

Average AgeTenure of

Independent Directors

Annual Vote

 

   No shareholder rights plan in place   

Age: 638 years

            

      

LOGOLOGO

   

LOGOLOGO

   

LOGOLOGO

 

1 

As of January 2, 2020, the board of directors consisted of ten directors. Michael F. Hilton, our prior President and Chief Executive Officer,Arthur L. George, Jr. retired as a director effectiveprior to December 31, 201930, 2022, and his information is not included in the Governance HighlightsHighlight summary data. Effective August 1, 2019September 15, 2022, the Board appointed Milton M. Morris to serve as a director and November 26, 2019, the board elected Sundaram Nagarajan and Ginger M. Jones, respectively to the board of directors, and theirhis information is included in the Governance Highlights summary data.

 

Nordson Corporation – 2020

6   |   Nordson Corporation – 2023 Proxy Statement

|  5


COMPENSATION HIGHLIGHTS

The information below reflects highlights of our named executive officer compensation program for fiscal year 2019.2022. 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 20192022 Annual Meeting, approximately 97.95%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 “Compensation“Executive Compensation Discussion and Analysis” section of this Proxy Statement.

Principal Components of Named Executive Officer Compensation

 

LOGOLOGO

LOGO

 

LOGO

    

Base Salary

 

    

 

•  25.76%Represents 12% of the CEO’s, (on an annualized basis) and 28.97%23% of the average of the other named executive officer’sofficers’ target direct compensation (other than CEO)

•  Target levels of incentive compensation based on percentage of base salary(1)

 

    

 

Annual Cash Incentive Award

 

    

 

•  25.76%Represents 12% (at target) of the CEO’s, (on an annualized basis and at15% (at target) and 19.97% of the average of the other named executive officer’sofficers’ target direct compensation (other than CEO)

 

•  Designed to drive high performance results year-over-year

 

•  Places significant portion of annual compensation at risk

 

  

 

Long-term Incentive Awards

 

    

 

•  48.48%Represents 76% of the CEO’s, and 51.06%62% of the average of the other named executive officer’sofficers’ target direct compensation (other than CEO) aligns

•  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 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)
6  |Nordson Corporation – 2020 Proxy Statement

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 – 20192022 Opportunity and Earned/Realized

Mr. Nagarajan’s Compensation

Pay Component

2019 Compensation Opportunity(1)

2019 Compensation Realized(2)

Base Salary

$850,000 (annualized)

$212,500

Annual Cash Incentive Award

$850,000

(100% of annualized base salary, prorated for 2019)

$212,500

(guaranteed minimum payout)(3)

Long-Term Compensation

Performance Shares

Target number of 2017-2019

performance share units:

2,198

Value at target:

$300,000

Performance Shares

Number of performance

share units earned:

2,664

Award settlement date value:

$437,056

 

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 annualized base salary for the year, target annual cash incentive award and thefor 2022, target performance share units representing theand grant date fair value of the performance share incentive awards that could have vested if the cumulative diluted earnings per share growth and cumulative revenue growth performance conditions were metat target for the 2017-20192022-2024 performance period. Mr. Nagarajan becameperiod, 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 President and Chief Executive Officer effective August 1, 2019.common stock on the grant date.

 

(2)

The amount shown as the compensation realized by Mr. Nagarajan for 2019 includes his base salary, the actual annual cash incentive award, and the value of the performance share units, as of the vesting date, that were realized for the 2017-2019 performance period. The value of the performance share units includes dividends.

(3)

Mr. Nagarajan was guaranteed a minimum payout of the Annual Cash Incentive Award of $212,500 as part of his negotiated compensation, which represented a prorated payout of the award at target (25% of $850,000), recognizing that he would serve as Chief Executive Officer for 25% of the fiscal year.

Nordson Corporation – 2020 Proxy Statement

|  7


Mr. Hilton’s Compensation

Pay Component  2019 Compensation Opportunity(1)  2019 Compensation Realized(2)
  

Base Salary

  $945,000  $945,000
  

Annual Cash Incentive Award

  $945,000 (at target)  $675,675

Long-Term Compensation

  Performance Shares  Performance Shares
  

Target number of 2017-2019

performance share units:

14,900

 

Grant date fair value at target:

$1,545,875

  

Number of performance

share units earned:

18,059

 

Award settlement date value:

$2,962,760

  

Stock Options

 

51,400 shares

$1,594,051 grant date fair value

  

Stock Options

 

0 options exercised in FY 2019

Value Realized: $0

  

Restricted Shares

 

6,400 shares

$799,360 grant date fair value

  

Restricted Shares

 

Number of shares vested: 10,868

Value Realized: $1,361,323

(1)

The compensation opportunity amount shown for Mr. Hilton includes his base salary, target annual cash incentive award, the target performance share units representing the grant date fair value of the performance share awards that could have vested if the cumulative diluted earnings per share growth and cumulative revenue growth performance conditions were met for the 2017-2019 performance period, the fair value at grant of option awards calculated with Black-Scholes options pricing, and the fair value at grant of restricted shares calculated at the closing price of our common stock on the date of grant. Mr. Hilton retired as our President and Chief Executive Officer effective August 1, 2019 and served as Senior Advisor to the Company until his retirement, which was effective December 31, 2019.

(2)

The amount shown as the compensation realized by Mr. Hilton for 20192022 includes his base salary, the actual annual cash incentive award paid in January 2020 for 2019 performance;2022 performance, the value of the performance share units as(as of the vesting date,date) that were realized for the 2017-2019 performance period, the valueeach of the stock options less the option price as of the sale date, that were exercised,2020-2022 and 2019-2021 performance periods, and the value of the restricted shares, asshare units (as of the vesting date,date), that were vested in FY2019.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 – 2020 Proxy Statement

8   |   Nordson Corporation – 2023 Proxy Statement


DIRECTORS SERVING ON BOARDS OF OTHER PUBLIC COMPANIES

Board service by members of our boardBoard of directorsDirectors is within the limits set by our Governance Guidelines:

“It is the Company’s policyGuidelines, which provides that directors who are not executive officers of a Directorpublic company may serve on up to three other public company boards, and directors who is notalso serve as an executive officer of a public company may serve ason a director on up to fivemaximum of one other boards of public companies. For Directors who are also serving as an executive officer of a public company board. The following table shows our directors as of our record date, December 30, 2022, and the maximum number of public company boards onupon which the Director maythey serve is two in addition to serving as a director on the board of his or her company.”other than ours:

 

Lee C. Banks

     Director

  

Parker-Hannifin Corporation (NYSE: PH)

Other Public Companies

 

Arthur L. George, Jr.John A. DeFord

  

Axcelis Technologies,NuVasive, Inc. (Nasdaq: ACLS)NUVA)

 

Frank M. Jaehnert

  

Briggs & Stratton Corporation (NYSE: BGG)

Itron, Inc. (Nasdaq: ITRI)

 

Ginger M. Jones

  

Libby, Inc. (NYSE: LBY)

Tronox Limited (NYSE: TROX)

Joseph P. Keithley

Axcelis Technologies,Holley, Inc. (Nasdaq: ACLS)(NYSE: HLLY)

 

Michael J. Merriman, Jr. (Chair)

  

Regis Corporation (NYSE: RGS)

OMNOVA SolutionsInvacare Corporation (NYSE: IVC)

Milton M. Morris

Embecta Corporation (Nasdaq: EMBC)

Myomo, Inc. (NYSE: OMN)MYO)

 

Sundaram Nagarajan (CEO)

  

Sonoco Products CompanyWesco International (NYSE: SON)WCC)

 

Mary G. Puma

  

Axcelis Technologies, Inc. (Nasdaq: ACLS)

Victor L. Richey, Jr.

  

ESCO Technologies Inc. (NYSE: ESE)

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   9

|  9


NORDSON CORPORATION

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

FEBRUARY 25, 2020February 28, 2023

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Nordson Corporation for use at the 20202023 Annual Meeting. The Annual Meeting will be held virtually, via audio-only, at the law offices of BakerHostetler LLP, 2000 Key Tower, 127 Public Square, Cleveland, Ohio 44114 at 8:00 a.m., Eastern Time,www.virtualshareholdermeeting.com/NDSN2023 on Tuesday, February 25, 202028, 2023, at 9:00 a.m. Eastern Time, for the following purposes:

 

 1.

To elect as directors fivefour nominees, named in this Proxy Statement and recommended by the Board, to serve until the 2023 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, 2020;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 existing 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

 

 4.9.

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

This Proxy Statement and the accompanying proxy/voting instruction card were first mailed to shareholders on or about January 17, 2020.[27], 2023. Our 20192022 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”“Nordson,” or the “Company” refers to Nordson Corporation.

 

10  |Nordson Corporation – 2020 Proxy Statement

10   |   Nordson Corporation – 2023 Proxy Statement


PROPOSAL 1: ELECTION OF DIRECTORS WHOSE TERMS EXPIRE IN 2023

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. WithThe Board underwent a change in its composition in 2022: Arthur L. George Jr. retired from the retirementBoard effective May 27, 2022 and Milton M. Morris was appointed to the Board effective September 15, 2022. The Board is currently comprised of Michael F. Hilton, our former President and CEO effective December 31, 2019, andnine directors, with the elections of Sundaram Nagarajan effective August 1, 2019 and Ginger M. Jones on November 26, 2019, our Board now consists of ten directors. Mr. Hilton’s retirement also created a vacancyequally balanced classes having three directors per class. Although Dr. Morris was appointed in September 2022 to the class of 2021. As a matter of good corporate governance, Mr. Nagarajan and Ms. Jones aredirectors whose term expires in 2024, he is standing for election at the 2020 Annual Meeting. We anticipate that, after the director elections at the2023 Annual Meeting the Governance & Nominating Committee willre-balance the classes to include a minimumallow for shareholder approval of three directors per class and appoint Ms. Jones to the class of 2021 and Mr. Nagarajan to the class of 2023.his appointment.

The Governance & Nominating Committee has recommended, and the Board has approved, the persons named as nominees for terms expiring in 2023 and, unless otherwise marked, a duly executed and properly submitted proxy will be voted for suchthose nominees. Nominees Sundaram Nagarajan, Ginger M. Jones, Joseph P. Keithley, 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, and the classes will beterm. Dr. Morris has agreed to stand for election for a re-balancedone-year as noted above after the Annual Meeting.term.

In consideringassessing 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 Governance & Nominating Committee believes enablesenable 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.

Consistent with the Board’s commitment to actively seek diverse candidates, and to enhance the collective experience and expertise of the Board, in 2019 the Board engaged an executive search firm to assist in identifying and recruiting potential candidates for membership on the Board. The firm identified, evaluated and performed background searches of potential nominees, and facilitated interviews. Following the firm’s identification of Ms. Jones as a potential candidate, the Governance & Nominating Committee reviewed Ms. Jones’s qualifications and recommended her for election to the Board. The Board appointed Ms. Jones as a director on November 26, 2019. We believe that Ms. Jones, a seasoned financial executive, is a valuable addition to the Board due to her global perspective, business leadership experience, and financial acumen. We paid customary compensation to the executive search firm for its services.

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.

 

Nordson Corporation – 2020 Proxy Statement

|  11


Global Business ExperienceSKILLS, EXPERIENCE & ATTRIBUTES

LOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGO

BUSINESS STRATEGY & OPERATIONS

Provides a practical understanding of developing, implementing, and assessing our operating plan and business strategy

   Mergers & Acquisitions Experience

ACCOUNTING & FINANCIAL

Working outside the United States and/or with globalProvides guidance in evaluating our financial reporting obligations, financial statements, capital structure, and internal controls

GLOBAL BUSINESS

enterprises to helpHelps oversee the management of our global

operations.

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)

WorkingCurrent or previous service on M&A transactions, which providesadditional 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 businesses.

business

 
Financial Experience   Public Company CEO Experience

Finance, accounting, and/or financial reporting experience to

help drive our operating and financial performance.

Serving as a public company CEO to help us drive business strategy, growth and performance, and create shareholder value.

Public Company Board Experience   Capital Allocation Experience

CORPORATE GOVERNANCE

Working with publicly-traded companiesSupports our goals of strong Board and corporate governance issues to help us oversee an ever-changing mixmanagement accountability, transparency, and protection of strategic, operational, and compliance-related matters.shareholder interests

  

Capital allocation decision-making experience to help us allocate capital efficiently.

 
Strategy Development Experience

INDUSTRY & END MARKET EXPERTISE

Provides deep experience and insight into end markets, customers and industries that are strategically important to the Company

   Manufacturing Experience

TECHNOLOGY

ExperienceHelps 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 developmentquality of decision making; helps the Board respond effectively to the needs of customers, shareholders, employees, suppliers, and oversight of long-term

strategic planning.

other stakeholders, enhancing the Company’s business performance.

 

*

Manufacturing operationsAll directors bring public company and C-Suite experience to help us drive

operating performance.

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 1315 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 January 2, 2020,for the Annual Meeting, the average tenure of our independent directors is 108 years, and the average age of our independent directors is 63 years. Forty61 years, and fifty-six percent of our independent 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 forre-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.

We believe that the tenure spectrum of our directors provides an effective mix of deep knowledge and new perspectives. The Board does not believe in a specific limit for the overall length of time an independent director may serve. We believe the addition of Ms. Jones to the Board brings fresh perspective, while the senior-in-service status of Mr. Keithley and Ms. Puma brings deep institutional knowledge and historical context vital to the growth of Nordson. Directors, such as Mr. Keithley and Ms. Puma, who have served on the Board for an extended period can provide valuable insight into the operations and future of the Company based on their experience with, and understanding of, the Company’s history, policies, and objectives. Our Governance Guidelines provide that a director is expected to retire at the conclusion of the Board meeting immediately prior to a director’s 72nd birthday.

It is intended that 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 knows of no reason why any nominee might not be a candidate at the 2020 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.

The name and age (as of February 25, 2020)the Annual Meeting) of each of the fivefour nominees for election as directors, for terms expiring in 2023, 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

 

12  |MILTON M. MORRIS.    Director Since: 2022Age: 53

LOGO

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 Corporation – 2020 Proxy StatementCommittees.    Audit

14   |   Nordson Corporation – 2023 Proxy Statement


Nominees for Terms Expiring in 20232026

 

MICHAEL J. MERRIMAN, JR.Director Since: 2008Age: 66

LOGO

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)

Nordson Corporation – 2023 Proxy Statement   |   15


SUNDARAM NAGARAJAN    Director Since: 2019  Age5760    

 

LOGO

Director Qualifications:

CEO Experience,Business Strategy &

Operations, Global

Business Management,

Additional Public Company, Board Experience

Service, Mergers &

Acquisitions, Corporate

Governance, Industry &

End Market Expertise

 

Non-independent Director

 

Other Public Boards:

Sonoco Products Co.Wesco International (NYSE: SON)WCC)

 

President and Chief Executive Officer, Nordson Corporation

  

 

Business Experience.    Mr. Nagarajan ishas served as Nordson’s President and Chief Executive Officer of Nordson Corporation.since August, 2019. He joined Nordson as President and Chief Executive Officer effective August 1, 2019 following a23-year career with Illinois Tool Works Inc. (NYSE: ITW), a FORTUNE® 200 manufacturer of industrial products and equipment, where he had roles of increasing responsibility. Most recently, he was theequipment. In his last role at ITW, Mr. Nagarajan served as executive vice president, ITW Automotive OEM Segment, whicha position he held since 2015. Prior to that he held various executive and managerial roles of increasing responsibility.

 

Current 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 leadingindustry-leading excellence in quality and delivery. Mr. Nagarajan has an intimate understanding of management, leadership, strategy development andday-to-day operations of a global company.companies.

 

Nordson Committees.    Executive

MARY G. PUMADirector Since: 2001Age: 65

LOGO

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. JAEHNERTDirector Since: 2012Age: 65

LOGO

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  Age5958    

 

LOGO

Director Qualifications:

Business Strategy &

Operations, Accounting &

Financial, Expertise, Public Company Board Experience, Global Business

Management, Additional

Public Board Service,

Mergers & Acquisitions,

Corporate Governance

 

Independent Director

 

Other Public Boards:

Libby, Inc.

(NYSE: LBY)

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 (NYSE:(formerly, NYSE: CTB), a provider of car, light truck, medium truck, motorcycle, and racing tires, from December 2014 until December 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 2004-2014.2004 to 2014.

 

Current Directorships.    Ms. Jones is a director of Libby, Inc. (NYSE: LBY), a glass and tableware manufacture, where she chairs the audit committee and is a member of the compensation committee. She is also 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. Additionally,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 also serves onchairs the privately-held board of Hearthside Food Solutions, a producer of high-quality snack food products and packaging services.audit committee.

 

Key Attributes, Experiences, and Skills.    Ms. Jones brings thirty30 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 CFOchief 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.    NoneAudit

 

  

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   17

|  13


JOSEPH P. KEITHLEYDirector Since: 2001Age: 71

LOGO

Director Qualifications:

CEO Experience, Financial Management Expertise, Global Business Management, Corporate Governance

Independent Director

Other Public Boards:

Axcelis Technologies, Inc. (Nasdaq: ACLS)

Retired President and Chief Executive Officer, Keithley Instruments, Inc.

Business Experience.    Mr. Keithley served as chair of the board of Keithley Instruments, Inc., a provider of measurement solutions to the semiconductor, fiber optics, telecommunications, and electronics industries, from 1991 until December 2010 when Keithley Instruments was purchased by Danaher Corporation (NYSE: DHR). He also served as Keithley Instruments’ chief executive officer from November 1993 to December 2010, as president from May 1994 to December 2010, and as a member of its board of directors from 1986 until December 2010.

Current Directorships.    Mr. Keithley is a director of Axcelis Technologies, Inc. (Nasdaq: ACLS), a provider of equipment and service solutions for the semiconductor manufacturing industry.

Key Attributes, Experiences, and Skills.    Mr. Keithley previously served as chair of our Board, as chair of the board of Keithley Instruments, and as a director of Materion Corporation (NYSE: MTRN), an integrated producer of high performance engineered materials used in a variety of electrical, electronic, thermal, and structural applications. Mr. Keithley brings extensive, broad-based international business and executive management and leadership experience from his leadership roles at Keithley Instruments to his role as a member of our Board. Among other things, Mr. Keithley draws upon his extensive knowledge of the global semiconductor and electronics industries garnered while leading Keithley Instruments. Mr. Keithley also has extensive public company board and governance experience.

Nordson Committees.    Audit, Governance & Nominating

14  |Nordson Corporation – 2020 Proxy Statement


MICHAEL J. MERRIMAN, JR.Director Since: 2008Age: 63

LOGO

Director Qualifications:

CEO Experience, Financial Management Expertise, Global Business Management, Investor Relations

Independent Director

Other Public Boards:

Regis Corporation

(NYSE: RGS)

OMNOVA Solutions Inc. (NYSE: OMN)

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 June 2008 until June 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 November 2006 to November 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 September 2005 until November 2006.

Current 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; and of OMNOVA Solutions Inc. (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.

Key Attributes, Experiences, and Skills.    Mr. Merriman was 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 from May 2014 until May 2018, and a director of American Greetings from 2006 through August 2013, when American Greetings became a private company. Mr. Merriman also served as a director of RC2 Corporation (formerly, Nasdaq: RCRC), a manufacturer of pre-school toys and infant products, from 2004 until its sale in April 2011.

Mr. Merriman’s prior experience as a public company chief executive officer and chief financial officer and his current service on the boards of directors of two publicly traded companies, as well as his experience at Resilience, provides 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 significant 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

Nordson Corporation – 2020 Proxy Statement

|  15


MARY G. PUMADirector Since: 2001Age: 62

LOGO

Director Qualifications:

CEO Experience, Business Strategy and Operations Expertise, Corporate Governance

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 January 2002. She also served as Axcelis’ president and chief operating officer from 2000 until January 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.

Current Directorships.    Ms. Puma is a director of Axcelis. From May 2005 to May 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, Executive

Present Directors with Terms Expiring in 20212025

 

ARTHUR L. GEORGE, JR.JOHN A. DEFORD    Director Since: 20122020  Age5861    

 

LOGOLOGO

Director Qualifications:

Business Strategy and &

Operations, Expertise, Global

Business Management,

Mergers & Acquisitions,

Corporate Governance, Technology Expertise

 

Independent Director

 

Other Public Boards:

Axcelis Technologies,NuVasive, Inc. (Nasdaq: ACLS)

(Nasdaq: NUVA)

 

Retired SeniorExecutive Vice President Texas Instruments Inc.and Chief Technology Officer, Becton, Dickinson and Company

  

 

Business Experience.    Mr. GeorgeDr. 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 manager, Analog Engineering OperationsClinical Affairs for C.R. Bard, Inc. At the time of Texas Instruments Incorporated from 2011 until his retirementacquisition, C.R. Bard, Inc. was a leading multinational developer, manufacturer, and marketer of innovative, life-enhancing medical technologies in March 2014. Texas Instruments (Nasdaq: TXN) is onethe fields of the world’s largest semiconductor companiesvascular, urology, oncology and surgical specialty products. His prior work experience includes serving as a highly innovative, high performing global leader in analog, embedded processing,managing director of Early Stage Partners, a venture capital fund and wireless technologies. Mr. George was senior viceas president and worldwide general manager, High Performance Analogchief executive officer of Texas Instruments from 2006 to 2011.Cook Group Incorporated, a privately held medical device manufacturer.

 

Current Directorships.    Mr. GeorgeDr. DeFord is a director of Axcelis Technologies,NuVasive, Inc. (Nasdaq: ACLS)NUVA), a providermedical device company focusing on medical devices and procedures for minimally invasive surgery and world class surgeon education, where he is a member of equipmentthe nominating, corporate governance, and service solutions for the semiconductor manufacturing industry.compliance committee.

 

Key Attributes, Experiences, and Skills.    Mr. George brings to the Board significant executive and general management experience as well as extensive operational and new product development experiences in high technology markets. Mr. George’s experience with high performance analog products used in a wide range of industrial products gives him insight onDr. DeFord has a diverse set of industriesexperiences 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 affordshas a Ph.D in Electrical Engineering. His expertise in the Board a unique perspectivemedical device sector and executive experience in identifying strategicmulti-billion dollar companies enables him to make significant contributions to discussions regarding the Company’s strategy and tactical risks attendant to the semiconductor electronics market.growth.

 

Nordson Committees.    Audit

 

  

 

16  |Nordson Corporation – 2020 Proxy Statement


FRANK M. JAEHNERTJENNIFER A. PARMENTIER    Director Since: 20122020  Age6255    

 

LOGOLOGO

Director Qualifications:

CEO Experience, Financial Management Expertise, Business Strategy &

Operations, Accounting

& Financial, Global

Business Management,

Mergers & Acquisitions,

Corporate Governance

 

Independent Director

 

Other Public Boards:

Briggs & Stratton Corporation

(NYSE: BGG)

Itron, Inc.

(Nasdaq: ITRI)None

 

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 April 2003 through October 2013. Mr. Jaehnert has been the chief executive officer and president of a global manufacturing business. He also served as chief financial officer of that business. 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.

Current Directorships.    Mr. Jaehnert is a director of Briggs & Stratton Corporation (NYSE: BGG), a world leader in gasoline engines for outdoor power equipment, portable generators, and lawn and garden powered equipment and related accessories. He is also 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.

Key Attributes, Experiences, and Skills.    Mr. Jaehnert served as a director of Brady from April 2003 through October 2013. Mr. Jaehnert received the equivalent of a master of business administration degree from the University of Stuttgart, Germany, and has been designated as a “financial expert” on the Audit Committee, 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, Executive

Present Directors with Terms Expiring in 2022

LEE C. BANKSDirector Since: 2010Age: 57

LOGO

Director Qualifications:

Business Strategy & Operations Expertise, Merger & Acquisition Experience, Global Business

Independent Director

Other Public Boards:

Parker-Hannifin Corporation

(NYSE: PH)

President and Chief Executive Officer, Parker-Hannifin Corporation

  

 

Business Experience.    Mr. Banks has been president andMs. Parmentier serves as the chief operatingexecutive officer of Parker-Hannifin Corporation (NYSE: PH), the world’s leading diversified manufacturer ofa global leader in motion and control technologies, and systems,a position she has held since February 2015. Mr. BanksJanuary 2023. Immediately prior to her current role, Ms. Parmentier served as executivethe chief operating officer at Parker-Hannifin from August 2021 to January 2023. She also served as vice president and operating officerpresident of Parker-HannifinMotion Systems Group from 2008February 2019 to 2015 and seniorAugust 2021, vice president and operating officerpresident 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 from 2006in 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.

 

Current Directorships.    Mr. Banks is a director of Parker-Hannifin.Ms. Parmentier does not serve on any other public boards.

 

Key Attributes, Experiences, and Skills.    AsMs. Parmentier brings strong international operating experience in the industrial sector to the Board. Her experiences, specifically her career with Parker, which serves a senior executivediverse market base spanning mobile, industrial, and director of aaerospace clients, enables her to make significant contributions to discussions regarding the Company’s diverse and complex global corporation, Mr. Banks provides the Board with significant executive general management and operational experiences and a unique perspective in identifying governance, strategic, and tactical risks attendant to a multi-national sales, distribution, manufacturing, and operational footprint.organization.

 

Nordson Committees.    Compensation

Audit

 

  

 

Nordson Corporation – 2020

18   |   Nordson Corporation – 2023 Proxy Statement

|  17


RANDOLPH W. CARSONDirector Since: 2009Age: 69

LOGO

Director Qualifications:

Business Strategy &

Operations Expertise,

Financial Management

Experience, Global

Business

Independent Director

Other Public Boards:

None

Retired Chief Executive Officer, Eaton Corporation’s Electrical Group

Business Experience.    From 2000 to 2009, Mr. Carson served as chief executive officer of Eaton Corporation’s Electrical Group (NYSE: ETN). Eaton is a global, diversified industrial manufacturer and technology leader in electrical components and systems for power quality, distribution, and control. Mr. Carson retired from Eaton in May 2009 following ten years with the company. Prior to Eaton Corporation, Mr. Carson held several executive positions with Rockwell International (formerly, NYSE: ROK).

Current Directorships.    Mr. Carson is a director of Southwire Company, LLC, the leading North American supplier of wire and cable products.

Key Attributes, Experiences, and Skills.    Mr. Carson served as a director of Fairchild Semiconductor International, Inc. (formerly, Nasdaq: FCS), a leading global manufacturer of semiconductor devices, until September 2016, when ON Semiconductor Corporation (Nasdaq: ON) acquired Fairchild. Mr. Carson served as chair of the board of GrafTech International, Ltd. (NYSE: EAF), a global manufacturer of carbon and graphite products, prior to GrafTech becoming an indirect wholly-owned affiliate of Brookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA).

Our Board believes that Mr. Carson’s deep operational experience in global industrial businesses enables him to provide unique insight to our Board with respect to meeting marketplace challenges, implementing Lean and other productivity initiatives, integrating business units, and anticipating and planning for commercial risk and uncertainties. Together with his experience, strategic vision, and understanding of financial accounting and financial matters, our Board believes Mr. Carson is well qualified to serve as a member of our Board. Mr. Carson’s public company board experience contributes to his familiarity with current issues and his ability to identify and address matters that come before the Governance & Nominating and Audit Committees on which he serves.

Nordson Committees.    Audit, Governance & Nominating

VICTOR L. RICHEY, JR.    Director Since: 2010  Age6265    

 

LOGO

Director Qualifications:

CEO Experience, Business Strategy &

Operations, Expertise,Global

Business Management,

Additional Public Company Board

Service, Mergers &

Acquisitions, Corporate

Governance, Technology

 

Independent Director

 

Other Public Boards:

ESCO Technologies Inc. (NYSE: ESE)

 

Chair, President, and Chief Executive Officer,Chair, ESCO Technologies Inc.

  

 

Business Experience.    Mr. Richey hasserves 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 offrom 2003 to 2022. ESCO Technologies Inc. (NYSE: ESE) since 2003. ESCO Technologies 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.

 

Current Directorships.    Mr. Richey is executive chair of the board of ESCO Technologies.

 

Key Attributes, Experiences, and Skills.    Our Board believes Mr. Richey provides a breadth of skills critical to the Board’s ability to discharge its oversight responsibility.     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 someseveral of our end markets, including the semiconductor industry.industry, which provides our Board with a breadth of skills critical to its oversight responsibility.

 

Nordson Committees.    Compensation (Chair), Governance & Nominating Executive

 

  

18  |Nordson Corporation – 2020 Proxy Statement


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 20202022 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 brokernon-votes will have no effect on the election of a Director and are not counted under our majority voting policy.

Nordson Corporation – 2023 Proxy Statement   |   19


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 suchthe 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 suchthe nominee (including brokernon-votes) will not be counted toward suchthe nominee’s achievement of a plurality, but will be counted for quorum purposes.

RECOMMENDATION REGARDING PROPOSAL 1:

 

LOGOLOGO

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.

 

 

 

Nordson Corporation – 2020

20   |   Nordson Corporation – 2023 Proxy Statement

|  19


CORPORATE GOVERNANCE

Corporate Governance Documents

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

 

Governance Guidelines

 

¡Director Recruitment and Performance Guidelines

¡Director Resignation Policy

Committee Charters

Director Recruitment and Performance Guidelines

Conflict Minerals Policy

Related Persons Transaction Policy

 

Share Ownership Guidelines

 

Code of Ethics and Business Conduct

 

Suppliers Code of Ethics for Suppliers and Third-Party ProvidersConduct
 

 

The Governance Guidelines contain general principles regarding the functions of Nordson’s Board of Directors (the “Board”) and Board committees. The Annual Report to Shareholders, which includes the 20192022 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 hereinin 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.

Nordson Corporation – 2023 Proxy Statement   |   21


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 Mses. Puma and Jones, and Messrs. Banks, Carson, George, Jaehnert, Keithley, Merriman, and Richey each satisfy the definitionall of “independent director”our current directors except Mr. Nagarajan are independent under these listing standards. Mr. Nagarajan is not an independent director because he serves as our President and Chief Executive Officer. In addition, Mr. Hilton, who served as a director during the 2019 fiscal year and retired from the Board effective December 31, 2019, was determined not to be an independent director because he served as our President and Chief Executive Officer until August 1, 2019. Our Governance Guidelines also require that our Audit, Compensation, and Governance & Nominating Committeescommittees each be comprised of independent directors who meet all of 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 suchthese 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 such directors,the members, including any consulting, advisory or other compensatory fee paid by Nordson to thethese directors, and whether suchthe 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 to purchases of products supplied by, or to, a company whichthat may employ a director or which may have a director serving on its board to ensure the avoidance ofidentify and address any potential conflicts of interest resulting from our relationship. AllIn 2022, all transactions and relationships evaluated by the Board involved only theimmaterial 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 2019the 2022 fiscal year and, in each case, the amounts

20  |Nordson Corporation – 2020 Proxy Statement


involved were less than the greater of $1 million or 2%1% of our and the recipient’s respective annual revenues in each of the last three years. Ginger M. Jones is not included in the table because she did not serve as a director in 2019.

 

Director / Nominee Entity and Relationship Transactions % of Entity’s Annual
Revenues in each of
the last 3 years
   

Lee C. BanksJohn A. DeFord

 

Parker-Hannifin CorporationBecton, Dickinson and Company

Retired Executive Vice President and Chief OperatingTechnology Officer

 We sell products to and purchase products from Parker-Hannifin Corporation.Becton, Dickinson, and Company. Less than 1%

NuVasive, Inc.

Director

We sell products to NuVasive, Inc.

Less than 1%

   

Arthur L. George, Jr.

Axcelis Technologies, Inc.

Director

We sell products to Axcelis Technologies, Inc.Less than 1%

Frank M. Jaehnert

Briggs & Stratton

Director

We sell products to Briggs & Stratton.Less than 1%

Frank M. Jaehnert

 

Itron, Inc.

Director

 We sell products to Itron, Inc. Less than 1%
  

Joseph P. Keithley

Axcelis Technologies, Inc.

Director

We sell products to Axcelis Technologies, 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%

   

Mary G. PumaJennifer Parmentier

 

Axcelis Technologies, Inc.Parker-Hannifin Corporation

President and Chief Operating Officer

 We sell products to Axcelis Technologies, Inc.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, and Michael Hilton, who served as a director during the 2019 fiscal year until his retirement on December 31, 2019 and was an employee director. The Board has also determined that each member and chair of its Audit, Compensation, and Governance & Nominating Committees is ancommittees are independent director.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 QualificationsSelf-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

Through its selectionPerformance

Board LeadershipClawback 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 plan8 years

LOGO

LOGO

LOGO

1

Arthur L. George, Jr. retired as a director prior to December 30, 2022, and vetting process,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

LOGO

LOGO

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 & Nominating Committee seeks not onlyYoung 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 identifyour Articles of Incorporation to replace certain existing 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

LOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGO

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 meet basic criteria, but alsoare strategically important to enhance 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 15 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: 2022Age: 53

LOGO

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 such areas2022 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 professionalpresident 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 race, gender, ethnicity,also includes serving as a director, program management and ageoperations of InnerPulse, Inc., a developer of technology, devices, software protocols, and procedures to obtaintransform 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: 2008Age: 66

LOGO

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 occupational, educational,commercial, industrial, and personal backgroundsresidential 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 Boardmultiple public company boards, and his experience at Resilience all provide him with valuable experience and significant knowledge in order to providethe 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 range of viewpoints and perspectives. As a whole, we believe thatcertified public accountant, which provides the Board should possess a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. Diversity of background includes racial and gender diversity. As of our record date, forty percent of our independent directors are women or racially diverse individuals.

The Governance & Nominating Committee also 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 findwith valuable in the future, considering the Company’s current situation and strategic plans. We believe that this focus on finding qualified directors from diverse backgrounds has allowed the Company to assemble a Board comprised of directors of the highest caliber and with a wide range of viewpoints.financial expertise.

 

Nordson Committees.    Compensation, Executive (Chair)

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   15

|  21


Consideration of SUNDARAM NAGARAJANDirector Candidates Recommended by ShareholdersSince: 2019Age: 60

Under its charter, the LOGO

Director Qualifications:

Business Strategy &

Operations, Global

Business Management,

Additional Public Board

Service, Mergers &

Acquisitions, Corporate

Governance, Industry & Nominating Committee is responsible for vetting shareholder nominations of directors. The Committee does not have a formal policy with respect to the consideration of director candidates recommended by shareholders. However, its practice is to consider those candidates on the 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.

Code of Ethics and Business ConductEnd Market Expertise

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. We will take appropriate steps to investigate all such reports and will take appropriate action. Under no circumstances will 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.

Board Leadership StructureNon-independent Director

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, the Chair of the Board position is separate from the Chief Executive Officer position. The Board’s role in risk oversight does not affect the Board’s leadership structure.

We believe that separating the Chair of the BoardOther Public Boards:

Wesco International (NYSE: WCC)

President and Chief Executive Officer, positions provides independent oversight of management while permitting ourNordson 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 focus his timethat he held various executive and energymanagerial 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 setting the strategic direction foraudit 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 Company, overseeing daily operations, engaging with external constituents, developing and mentoringonly member of Nordson’s management serving on our future leaders, and promoting employee engagement at all levels of the organization. Our independent Chair ofBoard. He brings to the Board leads thesignificant 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. PUMADirector Since: 2001Age: 65

LOGO

Director Qualifications:

Business Strategy &

Operations, Accounting

& Financial, Global

Business Management,

Additional Public Board in the performance of its duties by establishing agendas

Service, Corporate

Governance, Industry &

End Market Expertise

Independent Director

Other Public Boards:

Axcelis Technologies, Inc. (Nasdaq: ACLS)

President 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,Axcelis Technologies, Inc.

Business Experience.    Ms. Puma is president and providing overall guidancechief 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. JAEHNERTDirector Since: 2012Age: 65

LOGO

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 Board’s viewsresourceful use of energy and perspectives, particularly on the strategic directionwater and providing comprehensive solutions that measure, manage, and analyze energy and water, and serves as chair of the Company.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.

MeetingsKey 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

The Board held eight meetings during 2019. In addition, there wereDirectors” section of this Proxy Statement. Mr. Jaehnert’s experience as head of a total oftwenty-two meetings of our committees. Nordson’s policy isdiversified international business and his expertise in finance and operations enable him to require attendancemake significant contributions to discussions regarding the Company’s strategy and active participation by directors at Board and committee meetings. In 2019, each director attended at least 75%the activities 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 then serving at the time attended the 2019 Annual Meeting of Shareholders held on February 26, 2019.

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.Audit Committee.

 

22  |Nordson Corporation – 2020 Proxy Statement


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’sday-to-dayNordson Committees.    risk management activities and oversees areas of material risk, which may include operational, financial, legal and regulatory, human capital, information technology and security, 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.

In addition, our Board committees each oversee certain aspects of risk management as presented below:Audit (Chair), Executive

 

Audit CommitteeCompensation CommitteeGovernance & 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 and performance management of officers.

Risks associated with Board independence, effectiveness and organization, corporate governance matters, and director succession planning.
GINGER M. JONESDirector Since: 2019Age: 58

LOGO

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 management attends BoardVice President and BoardChief 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 meetings at the invitation of the Board or its committees and is available to address any questions or concerns raised by the Board on risk management and any other matters.

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

Like all businesses, we also face threats to our cybersecurity, as we are reliant upon 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.

Review 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, such member recuses themselves.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.

 

Nordson Corporation – 2020 Proxy Statement

|  23


We have a monitoringKey Attributes, Experiences, and reporting program with respect to transactions with products supplied by, or to, a company which may employ a director or which may have a director serving on its board, to ensure the avoidanceSkills.    Ms. Jones brings 30 years of any conflicts of interest resultingaccounting and finance skills, in industries ranging from our relationship. This program includes all such transactions collectively over $120,000 in one annual period. Under the program, we reviewed transactions with all companies which employ a director or have one of our directors servingconsumer goods, industrial manufacturing, supply chain management and software. She served as a member of its board. The review determined that any related persons transactions were neither material norpublic company chief financial officer for ten years at two different global companies. Ms. Jones has significant to either Nordson or the respective director’s company based on our written policyfinance, financial reporting, and the guidelines set forth in Item 404(a) of RegulationS-K under the Securities Exchange Act of 1934, as amended. All such transactions were conducted at arms-length. Information on the related persons transaction review is set forth under the caption “Director Independence” above.

The Board’s Role in Talent Development

A primary Board responsibility 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 developmentaccounting expertise 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 duringwas formerly a certified public accountant, 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 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.

in-depthNordson Committees.    assessmentAudit

Nordson Corporation – 2023 Proxy Statement   |   17


Present Directors with Terms Expiring in 2025

JOHN A. DEFORDDirector Since: 2020Age: 61

LOGO

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 senior managersScience, Technology and their potentialClinical 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 succeedmake significant contributions to discussions regarding the Company’s strategy and growth.

Nordson Committees.    Audit

JENNIFER A. PARMENTIERDirector Since: 2020Age: 55

LOGO

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 positionBoard. 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: 2010Age: 65

LOGO

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 CEO or other keythe board of ESCO Technologies Inc. (NYSE: ESE) effective January 2023. He previously served as been chair of the board, president, and chief executive positions.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 2022 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.

Nordson Corporation – 2023 Proxy Statement   |   19


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:

LOGO

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.

Governance Guidelines

¡Director Recruitment and Performance Guidelines

¡Director Resignation Policy

Committee Charters
Conflict Minerals Policy

Related Persons Transaction Policy

Share Ownership Guidelines

Code of Ethics and Business Conduct

Suppliers Code of Conduct

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.

Nordson Corporation – 2023 Proxy Statement   |   21


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 RelationshipTransactions% 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.

Self-Assessments

OnPlurality 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 LeadershipClawback 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 plan8 years

LOGO

LOGO

LOGO

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 conductsappointed Milton M. Morris to serve as a self-assessmentdirector 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

LOGO

LOGO

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 existing 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

LOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGOLOGO

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 15 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: 2022Age: 53

LOGO

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: 2008Age: 66

LOGO

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)

Nordson Corporation – 2023 Proxy Statement   |   15


SUNDARAM NAGARAJANDirector Since: 2019Age: 60

LOGO

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. PUMADirector Since: 2001Age: 65

LOGO

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. JAEHNERTDirector Since: 2012Age: 65

LOGO

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. JONESDirector Since: 2019Age: 58

LOGO

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 whole to determine, among other matters, whetherpublic 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 is functioning effectively. The independent directors also undertake a peer assessment of other independent directorswith valuable financial expertise. She has been designated as part of this self-assessment process. Eachan “audit committee financial expert”, as described under the “Committees of the Board also conductsof Directors” section of this Proxy Statement.

Nordson Committees.    Audit

Nordson Corporation – 2023 Proxy Statement   |   17


Present Directors with Terms Expiring in 2025

JOHN A. DEFORDDirector Since: 2020Age: 61

LOGO

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 self-assessmentleading 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 committee’s effectiveness. Thenominating, 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. PARMENTIERDirector Since: 2020Age: 55

LOGO

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: 2010Age: 65

LOGO

Director Qualifications:

Business Strategy &

Operations, Global

Business Management,

Additional Public Board considers this

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 2022 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.

Nordson Corporation – 2023 Proxy Statement   |   19


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:

LOGO

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.

Governance Guidelines

¡Director Recruitment and Performance Guidelines

¡Director Resignation Policy

Committee Charters
Conflict Minerals Policy

Related Persons Transaction Policy

Share Ownership Guidelines

Code of Ethics and Business Conduct

Suppliers Code of Conduct

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.

Nordson Corporation – 2023 Proxy Statement   |   21


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 RelationshipTransactions% of Entity’s Annual
Revenues in each of
the primary meanslast 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 CommitteeCompensation CommitteeGovernance & 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.

 

24  |Nordson Corporation – 2020 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. Respective committee functions, memberships and number of meetings held during fiscal year 2019

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

 

 

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 control;

 

•  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; and

 

•  Reviewing and approving all related-persons transactions.

 

•  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;

 

•  Recommending to the Board directors to serve on each committee and a chair for such committee;

 

•  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*

Randolph W. Carson

Arthur L. George Jr.

Joseph P. Keithley

  

 

Mary G. Puma*

Lee C. Banks

Michael J. Merriman Jr.

Victor L. Richey

 

  

 

Victor L. Richey*

Randolph W. Carson

Joseph P. Keithley

Mary J. Puma

 

Meetings

  

 

Meetings

  

 

Meetings

 

9

  

 

5

  

 

8

*

Committee chair

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

The Audit Committee has confirmed Ernst & Young LLP’s independence from management and the Company, including compatibility ofnon-audit services with the auditors’ independence. The Audit Committee Report to the Board is at page 84

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 – 2020

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|  25


DIRECTOR COMPENSATION

Objectives of Director Compensation

Qualitynon-employee directors are critical to our success. We believe that the two primary duties ofnon-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 fornon-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 calibernon-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 componentsfeatures of our director compensation program support the objectives above:

 

We provide cash compensation through retainers for Board and committee service, as well as additionalsupplemental cash retainers to the Chair of the Board and chairs of our standing Board committees.

We do not provide Board and committee meeting fees. Compensating our directors in this manner simplifies the administration of our program and creates greater equality in rewarding service on committees of the Board. The additionalsupplemental 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 thenon-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 of the Board provides oversight on director compensation. The Committee oversees, reviews, and reports to the Board on director compensation. The Governance & Nominating Committee annually reviews competitive market data fornon-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 20192022 consisted of an analysis of competitive market data from a selected peer group of companies.companies approved by the Compensation Committee. The peer group is consistent with the peer group Exequity used for the executive compensation review conducted during 2019.2022.

 

26  |Nordson Corporation – 2020 Proxy Statement

28   |   Nordson Corporation – 2023 Proxy Statement


The components and respective amounts ofnon-employee director compensation for fiscal year 20192022 were:

 

ANNUAL DIRECTOR COMPENSATION(1)    ANNUAL CHAIR COMPENSATION

 

LOGOLOGO

 

 

Chair of the Board

 

 

 

$75,000100,000

 

 

 

Audit Committee Chair

 

 

 

$15,00018,000

 

 

 

Compensation Committee Chair

 

 

 

$12,50015,000

 

 

 

Governance & Nominating Committee Chair

 

 

 

$10,00015,000

 

 

(1)

The number of restricted share units granted is determined by dividing the target dollar value by the average of the fourth quarter closing share price on the date of grant.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 monthsdays 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 apro-rata basis, based on the number of monthsdays served prior to retirement. If a director is electedappointed 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 monthsdays 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 aone-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 anon-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 the10-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 aone-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.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.period or in a lump sum, as elected by the director.

Share Ownership Guidelines.    The Board believes that ournon-employee directors should have a meaningful ownership interest in the Company and has implemented share ownership guidelines for ournon-employee directors. The ownership guidelines requirenon-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. Allnon-employee directors except for Ms. Jones, currently meet the guidelines. Ms.guidelines, except for Drs. DeFord and Milton and Mses. Jones was elected November 26, 2019 and hasParmentier who were all appointed within the last three years and have five years from the dates of their respective appointment to achieve hertheir ownership requirement, per the governance guidelines.Governance Guidelines.

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   29

|  27


Charitable Matching Gifts Matching Program.    Current and retirednon-employee directors may participate in our charitable matching giftgifts program that is available to all current and retired employees. Directors Banks,Messrs. George, Jaehnert, Keithley, Puma, and Richey Jr.and Mses. Jones and Puma participated in this program in fiscal year 2019. During fiscal year 2019,2022, under which we made matching contributions totaling $56,750 under this program.$53,700 in 2022.

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

Director Compensation Table for Fiscal Year 20192022

The following table sets forth the total compensation of eachnon-employee director for services provided as a director for 2019. Ms. Jones did not receive any compensation during 2019 because she was appointed to our Board after the 2019 fiscal year ended.in 2022.

 

Name

  Fees Earned or Paid
in Cash
($)
  Stock Awards  (1)
($)
  All Other
Compensation
  (2)
($)
  

Total

($)

Lee C. Banks

  80,000  130,000  11,523  221,523

Randolph W. Carson

  80,000  130,000  25,972  235,972

Arthur L. George, Jr.

  80,000  130,000  20,489  230,489

Frank M. Jaehnert

  95,000  130,000  7,830  232,830

Joseph P. Keithley

  80,000  130,000  80,230  290,230

Michael J. Merriman, Jr. (3)

  155,000  130,000  47,894  332,894

Mary G. Puma

  92,500  130,000  20,070  242,570

Victor L. Richey, Jr.

  90,000  130,000  30,913  250,913

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 dodoes 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 20192022 are discussed in Note 1415 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form10-K for 2019.2022. 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 restricted shares, restricted share units,deferred compensation accounts for all non-employee directors except for Ms. Parmentier; (ii) health, life, and share equivalent units, premiums for 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 made during 2019.

(3)

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 anon-employee director on the same terms as our employees. We imputed $17,858 in income to Mr. Merriman for insurance premiums for coverage based on the full COBRA premium value for 2019. No othernon-employee directors participate in this legacy, and now discontinued, program.

 

(3)
28  |Nordson Corporation – 2020 Proxy Statement

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, 20202023

Ernst & Young LLP served as our independent registered public accounting firm for the fiscal year ended October 31, 2019.2022. The Audit Committee has appointed Ernst & Young LLP to serve as our auditors for the fiscal year ending October 31, 2020.2023. 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 of Directors 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, of Directors, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as our independent auditors would be considered by the Board of Directors 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 andNon-Audit Services

At the start of each fiscal year, our Audit Committeepre-approves the audit services and audit-related services, if any, together with specific details regarding such services anticipated beingthat we anticipate will be required for suchthe 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. Additionalpre-approval is required before actual fees for any service can exceed the originallypre-approved amount. The Audit Committee may also revise the list ofpre-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 20182021 and 20192022 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 sucheach specific engagement as well as the estimated fees. SuchThe 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 suchthe engagement. Any such 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 such specifically-approved services.

Nordson Corporation – 2020 Proxy Statement

|  29


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, 20192022 and October 31, 2018:2021:

 

Services

  Fiscal Year 2019   Fiscal Year 2018   Fiscal Year 2022  Fiscal Year 2021   

Audit Fees(1)

  $2,037,900   $2,204,684   $2,394,000  $1,947,300 

Audit-Related Fees(2)

  $   $18,000   $     16,000  $     12,100 

Tax Fees (3)

  $     56,000  $              0 

Other Fees

  $   $   $              0  $              0 

Total Fees

  $2,037,900    2,222,684   $2,466,000  $1,959,400  

Nordson Corporation – 2023 Proxy Statement   |   31


 

(1)

Audit servicesFees 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 generally include fees for employee benefit plans, business acquisitions, accounting consultations, and services related to SEC registration statements.

(3)

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

RECOMMENDATION REGARDING PROPOSAL 2:

 

 

LOGOLOGO

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, 2020.2023.

 

 

 

30  |Nordson Corporation – 2020 Proxy Statement

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 January 2, 2020December 30, 2022 by directors, director nominees, each named executive officer, and all directors and executive officers as a group. There were 57,740,52157,178,683 shares of common stock outstanding as of January 2, 2020.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 Rule13d-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

 

Percent of
Outstanding
Shares

 

Direct
Ownership(1)

 

Employee

Plan(2)

 

Right to

Acquire(3)

 

Restricted Share 

Units and Share 

Equivalent 

Units(4) 

 

 

Lee C. Banks, Director

 

 

 

 

 

15,771

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

15,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Randolph W. Carson, Director

 

 

 

 

 

27,981

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

13,129

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,852

 

 

 

 

Arthur L. George, Jr., Director

 

 

 

 

 

8,403

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,403

 

 

 

 

Frank M. Jaehnert, Director

 

 

 

 

 

14,826

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

12,209

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,617

 

 

 

 

Ginger M. Jones, Director

 

 

 

 

 

1,000

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Joseph P. Keithley, Director

 

 

 

 

 

49,563

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

49,563

 

 

 

 

Michael J. Merriman, Jr., Chair of the Board

 

 

 

 

 

23,807

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

2,701

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,106

 

 

 

 

Mary G. Puma, Director

 

 

 

 

 

18,893

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

16,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,496

 

 

 

 

Victor L. Richey, Jr., Director

 

 

 

 

 

14,684

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,684

 

 

 

 

Sundaram Nagarajan,
President and Chief Executive
Officer, and Director

 

 

 

 

 

7,097

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,097

 

 

 

 

Gregory A. Thaxton, Executive Vice President and Chief Financial Officer

 

 

 

 

 

134,368

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

9,357

 

 

 

 

 

 

 

8,710

 

 

 

 

 

 

 

84,100

 

 

 

 

 

 

 

32,202

 

 

 

 

John J. Keane, Executive Vice President

 

 

 

 

 

105,916

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

29,268

 

 

 

 

 

 

 

908

 

 

 

 

 

 

 

60,875

 

 

 

 

 

 

 

14,866

 

 

 

 

Gregory P. Merk, Executive Vice President

 

 

 

 

 

110,227

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

39,289

 

 

 

 

 

 

 

369

 

 

 

 

 

 

 

56,100

 

 

 

 

 

 

 

14,469

 

 

 

 

Jeffrey A. Pembroke,
Executive Vice President

 

 

 

 

 

39,900

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

7,369

 

 

 

 

 

 

 

141

 

 

 

 

 

 

 

22,150

 

 

 

 

 

 

 

10,241

 

 

 

 

Michael F. Hilton, Former President and Chief Executive Officer, and Former Director

 

 

 

 

 

403,322

 

 

 

 

 

 

 

*

 

 

 

 

 

 

 

7,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

250,650

 

 

 

 

 

 

 

145,285

 

 

 

 

Directors, director nominees, and executive officers as a Group (20 persons)

 

 

 

 

 

1,158,487

 

 

 

 

 

 

 

2.01

 

 

%

 

 

 

 

 

199,506

 

 

 

 

 

 

 

13,788

 

 

 

 

 

 

 

320,185

 

 

 

 

 

 

 

221,686

 

 

 

  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%

 

Nordson Corporation – 2020 Proxy Statement

|  31


(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 Stock OwnershipSavings 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 March 1, 2020.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 ornon-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 January 2, 2020.December 30, 2022.

 

Beneficial Owner

  

Total Number

of Shares
Beneficially Owned

  

Percent of  

Outstanding  

Shares  

  

Total Number

of Shares

Beneficially Owned

 

   

Percent of 

Outstanding 

Shares 

 

 

The Vanguard Group, Inc.(1)

   

 

 

 

 

4,962,966

 

 

 

   

 

 

 

 

8.6

 

 

%

 

  

 

 

 

 

6,036,535

 

 

 

 

  

 

 

 

 

10.42

 

 

 

BlackRock, Inc.(2)

   

 

 

 

 

4,705,381

 

 

 

   

 

 

 

 

8.1

 

 

%

 

  

 

 

 

 

4,861,009

 

 

 

 

  

 

 

 

 

8.40

 

 

 

Massachusetts Financial Services Company(3)

   

 

 

 

 

4,423,478

 

 

 

   

 

 

 

 

7.6

 

 

%

 

Jennifer A. Savage (3)

  

 

 

 

 

2,956,395

 

 

 

 

  

 

 

 

 

5.10

 

 

 

Jennifer A. Savage(4)

   

 

 

 

 

4,034,537

 

 

 

   

 

 

 

 

7.0

 

 

%

 

Jane B. Nord (4)

  

 

 

 

 

2,991,902

 

 

 

 

  

 

 

 

 

5.10

 

 

 

 

(1)

The information set forth is based solely on the Schedule 13G/A filed February 11, 2019March 9, 2022 with the SEC by The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, wherein it reported beneficial ownership of 4,962,9666,036,535 shares and stated that it has sole voting power over 29,975none of the reported shares, sole investment power over 4,931,7615,852,120 of the reported shares, shared voting power over 6,51977,641 of the reported shares, and shared investment power over 31,205184,415 of the reported shares. According to the Schedule 13G/A, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 24,686 shares as a result of its serving as an investment manager of collective trust accounts, and Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 11,808 shares as a result of its serving as investment manager of Australian investment offerings.

 

(2)

The information set forth is based solely on the Schedule 13G/A filed February 6, 20191, 2022 with the SEC by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, wherein it reported beneficial ownership of 4,705,3814,861,093 shares and stated that it has sole voting power over 4,480,0804,560,633 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 filed February 13, 2019 with the SEC by Massachusetts Financial Services Company, 111 Huntington Avenue, Boston MA 02199, wherein it reported beneficial ownership of 4,423,478 shares and stated that it has sole voting power over 4,351,496 of the reported shares and sole investment power over all of the reported shares.

(4)

The information set forth is based solely on the Schedule 13G/A filed January 22, 201912, 2022 with the SEC by Jennifer A. Savage, an individual, c/o Schneider Smeltz Spieth Bell LLP, 1375 East 9th Street, Suite 900, Cleveland, OH 44114, wherein she reported beneficial ownership of 4,034,5372,956,395 shares and stated that she has sole voting and investment power over 2,788,5261,721,236 of the reported shares and shared voting and investment power over 1,246,0111,235,159 of the reported shares. According to the Schedule 13G/A, the amount of shares beneficially owned by Ms. Savage includes (a) 1,143,3841,620,536 shares owned by Nord Irrevocable Trusts held in trusts for the benefit of Nord family descendants, of which Ms. Savage is the sole trustee, (b) 1,645,142100,700 shares collectively owned by several GRATs and a CLAT, of which Ms. Savage is the sole trustee, (c) 892,536754,536 shares owned by Eric T. Nord Trusts, of which Ms. Savage is aco-trustee, and (d) 353,475480,623 shares owned by Nord Trusts held for the benefit of Nord family descendants, of which Ms. Savage is aco-trustee. Ms. Savage has shared voting and investment power with respect to all shares held by trusts for which she serves asco-trustee.

(4)

The information set forth is based solely on the Schedule 13G/A filed January 14, 2022 with the SEC by Jane B. Nord, P.O. Box 457, Oberlin, Ohio 44074, wherein she reported beneficial ownership of 2,994,034 shares and stated that she has sole voting and investment power over 2,237,366 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 2,237,366 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.

We are party to an agreement that, with some exceptions, gives us a right of first refusal with respect to proposed sales of our common shares by certain members of the Nord family and The Nord Family Foundation.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and beneficial owners of more than ten percent of our outstanding common shares to file reports of beneficial ownership and changes in beneficial ownership with the SEC, and to furnish copies of those reports to us. To our knowledge, based solely on a review of the Forms 3, 4, and 5 and amendments thereto with respect to fiscal year ended October 31, 2019, we believe that for the year 2019 all filing requirements were met on a timely basis.34   |   Nordson Corporation – 2023 Proxy Statement

32  |Nordson Corporation – 2020 Proxy Statement


PROPOSAL 3: ADVISORY VOTE TO APPROVE

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

During our 20192022 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 97.95%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. AtWe currently hold our 2017 Annual Meeting, our shareholders voted in favor of holding our“Say-on-Pay” vote annually, whichannually. We are asking our Board subsequently approved. Our next shareholdershareholders to vote on the frequency of our“Say-on-Pay” vote is expected to be held at our 2023 Annual Meeting.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 over the years by successive 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.Pay-for-Performance. A significant portion of executive pay is tied to key financial and operating measures that are disclosed to our shareholders.

  

 Independent Compensation Consultant.Consultant. The Compensation Committee engages an independent compensation consultant, Exequity LLP.

  

Share Ownership Guidelines.Guidelines. There are restrictions on sales of vested awards until an executive officer has attained meaningful stock ownership of the Company.

  

Peer Group Benchmarking.Benchmarking. We review annually our compensation peer group and make adjustments as needed.

  

Balanced Compensation Structure.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.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.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.Performance. The Compensation Committee certifies performance based uponpre-established financial and operating measures before any incentive award payouts are made.

  

Capped Award Payouts.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.Policy. Equity awards are generally made on a consistent schedule (with exceptions for newly hired executives)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.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.Management. We engage in an ongoing, rigorous review of executive talent and succession plans for key operating and corporate roles.

 

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   35

|  33


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 onnon-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.

  

×NoChange-in-Control Severance TaxGross-Ups.Gross-Ups.For executive officers elected after November 1, 2015, we have eliminated tax gross upups on any severance benefits.

  

×No Single-Trigger forChange-in-Control Severance Payments.Payments.Cash severance payments forto our CEO require a qualifying termination of employment and to our other executive officers require a “double-trigger” — achange-in-control and involuntary termination without cause or termination by the executive officer for Good Reason within two years following achange-in-control — and equity awards granted after December 27, 2017 under our Amended and Restated 2012 Stock Incentive and Award Plan (the “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, granted under the Plan, with an exception for awards covering up to 5% of the Plan’s share reserve.reserve of our Stock Incentive and Award Plan.

  

 

We encourage you to read the “Compensation“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 20202023 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 20202023 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 isnon-binding on the Board. Althoughnon-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:

 

LOGO

LOGO

The Board of Directors recommends that,

on an advisory basis,

you vote“FOR”FOR the

approval of

the compensation of

our named executive officers.

 

 

 

34  |Nordson Corporation – 2020 Proxy Statement

36   |   Nordson Corporation – 2023 Proxy Statement


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:

LOGO

    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 2019.2022. They are:

 

Named Executive Officer

Title

Sundaram Nagarajan

  President and Chief Executive Officer
 

Gregory A. ThaxtonJoseph P. Kelley

  Executive Vice President and Chief Financial Officer

John J. Keane

Executive Vice President

Gregory P. Merk

Executive Vice President
 

Jeffrey A. Pembroke

  Executive Vice President, Industrial Precision Solutions
 

Michael F. HiltonStephen P. Lovass

  Senior Advisor, FormerExecutive Vice President, Medical and Chief Fluid Solutions

Jennifer L. McDonough

Executive OfficerVice President, General Counsel & Secretary

As part of our normal succession planning process and as a result of a robust search, the Board of Directors appointed Mr. Nagarajan as our President and Chief Executive Officer, effective August 1, 2019. On the same day, Mr. Hilton ceased as President and Chief Executive Officer and became Senior Advisor to the Company. Unless otherwise stated, all references in this Compensation Discussion and Analysis to CEO Compensation for 2019 reflect Mr. Nagarajan’s compensation (annualized where noted) because he was our Chief Executive Officer on October 31, 2019.

On December 12, 2019, we announced Mr. Thaxton’s plans to retire in 2020, with the last 12 years as our Chief Financial Officer. We have initiated a search of internal and external candidates for his successor. Mr. Thaxton will remain in his current role throughout this transition period.

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 20192022 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.

 

Nordson Corporation – 2020

38   |   Nordson Corporation – 2023 Proxy Statement

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

 

   

Section

 

Subject

  

Page

Executive Summary

 

•   Fiscal Year 2022 Performance

40

•   Executive Compensation Philosophy

  

3741

 

•   Pay for Performance

  

3741

 

•   CEO Compensation

  

3842

 

•   Shareholder Returns and 20192022 Financial and Operating Highlights

  

4043

Discussion of our

Compensation Program

 

•   Executive Compensation Decision Process

  

42

44
 

•   Elements of Compensation

  

45

47
 

¡  Base Salary

  

46

48
 

¡  Performance-Based Compensation

  

46

48
 

•   20192022 Actions and Analysis

  

49

51
 

•   Other ElementsComponents of Compensation

  

55

58

 

•   Additional Compensation Policies

  

59

61
 

¡  Executive Share Ownership

  

59

61
 

¡  Anti-Pledging/Anti-Hedging Policy

  

59

62
 

¡  Tax and Accounting Treatment

  

59

 

¡  Equity Grant Policy

  

60

62
 

¡  Clawback Policy

  

60

62

Compensation Committee Report

  

61

64

Compensation Tables

and Explanatory Notes

 

•   20192022 Summary Compensation Table

  

64

67
 

•   20192022 Grants of Plan-Based Awards

  

67

70
 

•   20192022 Outstanding Equity Awards

  

70

73
 

•   20192022 Options Exercised and Stock Vested

  

74

76
 

•   NonqualifiedNon-Qualified Deferred Compensation

  

77

80
 

•   Potential PaymentsBenefits Upon Termination or Change of Control

  

79

82

 

36  |Nordson Corporation – 2020 Proxy Statement

Nordson Corporation – 2023 Proxy Statement   |   39


EXECUTIVE SUMMARY

Fiscal Year 2022 Financial Performance

Over the last three years, our world has been faced with significant macro-economic challenges. Fiscal 2022 brought global supply chain constraints, inflation at a 40-year high, increasing foreign currency pressures, COVID-19 shutdowns and continuing labor challenges. Through it all, our teams remained true to Nordson’s core values, exemplifying excellence, energy and respect for people, while innovating and solving complex problems for our customers. We also continued to deploy the Ascend Strategy, adding new core capabilities to Nordson that made this strong company even stronger. The results are increasingly evident, as we achieved our second consecutive year of record results in 2022.

Sales grew 10% over record 2021 sales to $2.6 billion and adjusted operating profit grew 15% over the prior year adjusted profits to $707 million. All segments contributed both sales growth and operating profit growth. Free cash flow totaled $462 million or 90% of net income, which was impacted by strategic investments being made in inventory throughout the year to address supply chain constraints and support the historic backlog. We increased our dividend by 27% in the fourth quarter, marking the 59th consecutive year that dividends have increased.

Business Segment Realignment

On January 31, 2022, Jeffrey A. Pembroke began leading our Industrial Precision Solutions (IPS) segment while Sundaram Nagarajan increased his responsibilities as CEO and President by assuming interim leadership of the Advanced Technology Solutions (ATS) segment. To recognize the change in his responsibilities, Mr. Pembroke’s annual cash incentive award calculation for 2022 was adjusted to reflect a payout utilizing seventy-five percent of ATS’s goals for segment performance and twenty-five percent of IPS’s goals for segment performance.

On August 1, 2022 the Company reorganized into three financial reporting segments: IPS led by Jeffrey A. Pembroke, Executive Vice President; ATS led by Srinivas Subramanian, Executive Vice President; and Medical and Fluid Solutions (MFS) led by Stephen Lovass, Executive Vice President (“Segment Realignment”).

Mr. Pembroke continued to lead the IPS segment, while Mr. Subramanian was promoted from Vice President, Electronics Processing Systems division to lead the ATS segment, and Mr. Lovass was promoted from Executive Vice President, Strategy and Corporate Development to lead the MFS segment. As a result of Messrs. Lovass and Subramanian assuming new responsibilities in overseeing their new respective segments, the amounts of their base salaries, annual cash incentives, and long-term incentives were each adjusted to recognize their promotions to a segment leader responsible for delivering segment results for the company and to further align their long-term awards with our shareholder interests.

No changes were made to the performance metrics used to determine annual cash incentive award calculation for FY 2022 as a result of the Segment Realignment; for FY 2023 performance metrics will be established for the three financial reporting segments.

40   |   Nordson Corporation – 2023 Proxy Statement


Executive Compensation Philosophy

Our compensation plans and programs are designed to drive sustainable results and deliver long-term, superior shareholder returns. We design our executive compensation plans and programs based on three fundamental objectives that help us achieve those goals: (1) alignment with shareholder interests, (2) pay for performance, and (3) talent retention.

 

   Objective

  How Objective is Achieved
 

Alignment with Shareholder Interests

  

A significant portion of our executive compensation program is provided in the form of equity-based, long-term awards, which directly tie to share price movement.

 

We impose share ownership requirements, which encourage our executives to maintain a meaningful equity interest in the Company.

 

Pay for Performance

  Our incentive awards are based on performance against a balanced mix of long-standing, consistent andpre-established financial measures, as well as quantitative operating performance measures.

Talent Retention

  

Total direct compensation opportunities generally are targeted to approximate the median of the peer group with which we compete for talent. In certain circumstances,addition, other factors affect total direct compensation, relative to the peer group such as experience, internal equity, future potential, and tenure.

 

The vesting periods for equity-based compensation (performance share units, stock options, and restricted shares)share units) encourage our executives to remain employed with and invested in the Company over the long-term.

Our compensation philosophy emphasizes a long-term view aligned with shareholder interests. Our long track record of sustained success is exemplified by the following:

 

  

Annual average shareholder return is above marketremains strong..    Over the past 10 years, ourOur annual shareholder return, measured over the 12 months of fiscal year 2022 and including dividends, is 29.27%, compared to the average annual return for the S&P 500 of 14.33%32.51%.

 

  

Continued dividend payment recordrecord..    In 2019,2022, we increased our dividend by 27%, marking the 56th59th consecutive year we have increased our annual dividend.

Pay for Performance

The Company’sOur executive compensation program is structured so that a significant portion of the compensation paid to ourthe named executive officers is dependent upondepends directly on the Company’s performance. The program is not overly weighted toward cash incentive compensation and does not otherwise have the potential to threaten long-term shareholder value by promoting unnecessary or excessive risk-taking by our executive officers.

For incentive compensation awards that are based on the Company’s performance, our specific decisions setting performance measures and goals and other actions impacting executive compensation focus on certain areas that are tied directly to our business plan.growth strategy. These include organic revenue, andoperating profit, earnings growth, and return on totalinvested capital, and EBITDA margin, which we believe are the most criticalkey value drivers of the business.

Specifically,As we continued to execute on our Ascend Strategy in 2022, we established complementary metrics for the 2022 Annual Cash Incentive Award payout is tied to organic revenue growth and base business operating profit growth. We believe this simple, 2-metric structure helps to focus our teams and aligns them to drive sustained, profitable growth.

With respect to our long-term incentive program for 2022, the Compensation Committee based the 2022-2024 Performance Share Incentive Award payout on performance metrics that were established for the three-year period. Annual attainment against these goals will be calculated each year, and the final payout will be determined by the average attainment in each of the three individual years in the performance period. To continue the focus on long-term metrics that we believe will result in sustainable shareholder value creation, we retained the performance measures of return on invested capital (ROIC), diluted earnings per share growth and return on total capital. The Performance Share Incentive Award payout is based on cumulative diluted earnings per share growth and cumulative revenue growth over a three-yearEBITDA margin for the 2022-2024 performance period. The Performance Share Incentive Award payout is also impacted by share price performance, as the payout value (in dollars) is based on the settlement date share price. We believe that using the diluted earnings per share as a metricestablished metrics for boththe 2022 annual and long-term incentive awards iswere appropriate because it measuresthey measure the rate at which management has succeeded in increasing the profits per unit of ownership by shareholders and is a measure commonly used by the investment community to evaluate performance.

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   41

|  37


succeeded in growing revenue and include other performance metrics that are designed to ultimately translate into and align with long-term shareholder value creation.

A Significant Portion of CEO Compensation Opportunity is Performance-Based and/orAt-Risk

We design our Chief Executive Officer’s compensation opportunity to be largely performance-based andat-risk. Consistent with our pay for performance philosophy and to incentivize Mr. Nagarajan to focus on performance, approximately 67.80%88% of the target total compensation opportunity for Mr. Nagarajan in 2019 (with base salary and annual bonus calculated on an annualized basis)2022 wasat-risk and was designed to be based on attainment of performance metrics. This includes approximately 48.48%76% in the form of long-term and multi-year incentive opportunities granted in restricted share units, stock options, and performance shares, whichshare units. The performance share units depend on attainment ofpre-established performance metrics and 19.32%alignment with relative total shareholder return. Approximately 12% of Mr. Nagarajan’s 2022 compensation was in the form of anat-risk annual cash incentive opportunity. Theat-risk portion excludes Mr. Nagarajan’s minimum payout of his Annual Cash Incentive Award of $212,500, which was negotiated at his time of hire.

Principal Components of Chief Executive Officer Compensation

 

 

LOGO

LOGO

    

Base Salary

•  Represents 12% of CEO’s total direct compensation(1)

 

    

•  25.76% of CEO’s total direct compensation (on an annualized basis)

Annual Cash Incentive Award

    

•  25.76%Represents 12% of CEO’s total direct compensation (on an annualized basis and at(at target)

•  19.32% at risk; 6.44% guaranteed with a minimum payout of $212,500

 

•  Target levels of incentive compensation are based on a percentage of base salary

 

•  Designed to drive high performance results year-over-year

•  Places significant portion of annual compensation at risk

 

  

Long-term Incentive Awards

    

•  48.48%Represents 76% of CEO’s total direct compensation

 

•  Aligns interests of executive officers with shareholders’ long-term interests

 

(1)

•  Performance Share Awards are payableTarget 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 unrestricted Nordson common stock toeach case, calculated at the extentpre-established quantitative performance goals are mettarget level specified by the Compensation Committee.

CEO Compensation

Mr. Nagarajan’s Compensation

In negotiating the 2019 compensation for Mr. Nagarajan, at the time of his hire,During its November 22, 2021 meeting, the Compensation Committee, (the “Committee”) engaged the services ofwith input from its independent compensation consultant, Exequity LLP (“Exequity”). In addition, the Committee considered a number of factors, including his prior executive experience and performance, and peer compensation. Considering these factors, the Committee established his total target direct compensation for 2019 as:

        2019 Compensation Element

Value

Base Salary

$850,000 (on an annualized basis)

Annual Cash Incentive Award Target Opportunity

$850,000

(100% of base salary, prorated for 2019, with a guaranteed minimum payout of $212,500)

Performance Share Incentive Awards

        2017-2019

2,198 share units

$300,000 economic grant date value

        2018-2020

3,956 share units

$540,000 economic grant date value

        2019-2021

5,567 share units

$760,000 economic grant date value

38  |Nordson Corporation – 2020 Proxy Statement


The performance share grants were made on his hire date, August 1, 2019, and the number of shares granted was determined by using the specified economic grant date value and the most recent fiscal quarter closing average share price of common stock immediately preceding the hire date and rounding to the nearest whole share. Mr. Nagarajan was guaranteed a minimum payout of the Annual Cash Incentive Award of $212,500 as part of his negotiated compensation which represented a prorated payout of the award at target (25% of $850,000), recognizing that he would serve as Chief Executive Officer for 25% of the fiscal year.

Mr. Hilton’s Compensation

The compensation paid to Mr. Hilton during his time as Chief Executive Officer was consistent with our pay for performance compensation philosophy that applies to all of our named executive officers. Considering Mr. Hilton’s tenure, experience, and performance, his total target direct compensation approximated the 75th percentile of other chief executive officers in our proxy peer group. Mr. Hilton’s actual annual and long-term incentive awards were aligned with our earnings per share growth, return on total capital, and revenue growth.

During its November 26, 2018 meeting, the Compensation Committee, with input from Exequity, established Mr. Hilton’s 2019Nagarajan’s 2022 total target direct compensation as Chief Executive Officer, taking into account a number of factors, including a competitive market review, tenure and experience, relative internal pay equity, the Board’s assessment of Mr. Hilton’s multi-yearNagarajan’s performance, and the Company’s overall financial and operating performance. Considering these factors, the Compensation Committee established his 20192022 compensation as:

 

    20192022 Compensation Element

  Value
 

Base Salary

  

$945,000

(2.2% increase over 2018)

900,000
 

Annual Cash Incentive Award Target Opportunity

  

$945,000900,000

(100% of base salary, same target percentage as 2018)salary)

 

2019-20212022-2024 Performance Share Incentive Award

Target Opportunity

  

12,7007,600 share units

$1,586,2301,980,560 grant date fair value

 

Stock Options

  

51,40031,000 shares

$1,594,051*2,475,660 grant date fair value (1)

Restricted SharesShare Units

  

6,400 shares3,800 share units

$799,3601,016,538 grant date fair value

 

*(1)

The grant date fair value was determined using the Black-Scholes option pricing model on the date of grant. The actual value of stock option awards earned will be determined by the value of our common shares on the date of exercise.

Mr. Hilton’s total direct compensation did not change as a result of his new position as Senior Advisor to the Company. Pursuant to the terms of Mr. Hilton’s Amendment to Employment Agreement, effective November 1, 2019, Mr. Hilton was no longer eligible to participate in the Long-Term Performance Plan or any successor plan, or any other long-term incentive plan implemented by the Company, except for the existing awards granted to Mr. Hilton prior to November 1, 2019.

42   |   Nordson Corporation – 2023 Proxy Statement

Nordson Corporation – 2020 Proxy Statement

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Shareholder Returns and 20192022 Financial and Operating Highlights

The graph and corresponding table below compare Nordson’s total shareholder return*return(1) for theten-year period ended October 31, 20192022 with that of the following indexes: the S&P 500 Index, the S&P MidCap 400, the S&P 500 Industrial Machinery, the S&P MidCap 400 Industrial Machinery, and the median return of our proxy peer group companies shown below (assuming the reinvestment of all dividends). Both the chart and table show our strong long-term performance compared to our benchmarks and peers over aten-year period of time. We continue to achieve our long-term objective of creating and maximizing shareholder value, which is evidenced by our above-market return and outperformanceout performance of our peers and benchmarks. Due to changes in our peer group, as further discussed in the “Benchmarking -Peer Group and Compensation Survey” section of this CD&A, we have included trend lines for both our Old Peer Group and New Peer Group.

Comparison of 10 Year Cumulative Total Return

Assumes Initial Investment of $100 on November 1, 2012

Fiscal Year Ending October 31, 2022

 

LOGO

 

Comparison of 10 Year Cumulative Total Shareholder Return

LOGO

*(1)

We define Total Shareholder Return (“TSR”) as: (share price at end of period – share price at start of period + dividends paid) / share price at start of period.

ASSUMES $100 INVESTED ON NOVEMBER 1, 20092012

ASSUMES DIVIDENDS REINVESTED

FISCAL YEAR ENDED OCTOBER 31, 20192022

 

Company/Market/Peer Group

 2009  2010  2011  2012  2013  2014  2015  2016  2017  2018  2019  2012  2013  2014  2015  2016  2017  2018  2019  2020  2021  2022 
  

Nordson Corporation

 $100.00  $151.62  $183.67  $238.70  $294.28  $315.68  $297.38  $423.52  $540.90  $528.58  $683.29  $100.00  $123.28  $132.25  $124.58  $177.43  $226.60  $221.44  $286.25  $356.25  $472.06  $421.83 
  

S&P 500 Index

 $100.00  $116.52  $125.94  $145.09  $184.52  $216.38  $227.64  $237.90  $294.12  $315.73  $360.96  $100.00  $127.18  $149.14  $156.89  $163.97  $202.72  $217.61  $248.78  $272.94  $390.07  $333.08 
  

S&P MidCap 400

 $100.00  $127.64  $138.55  $155.32  $207.33  $231.49  $239.42  $254.39  $314.12  $317.33  $345.94  $100.00  $133.48  $149.04  $154.14  $163.78  $202.23  $204.30  $222.72  $220.16  $327.82  $289.99 
  

S&P 500 Ind. Machinery

 $100.00  $127.95  $132.38  $158.43  $226.22  $255.10  $254.71  $290.84  $400.96  $369.97  $451.20  $100.00  $142.79  $161.02  $160.77  $183.57  $253.08  $233.52  $284.79  $312.37  $412.31  $357.98 
  

S&P MidCap 400 Ind. Machinery

 $100.00  $129.97  $147.82  $161.44  $224.14  $237.52  $198.82  $233.34  $334.67  $327.62  $389.31  $100.00  $138.84  $147.12  $123.15  $144.53  $207.30  $202.93  $241.15  $257.68  $366.04  $331.62 

Peer Group

 $100.00  $123.63  $139.16  $157.09  $217.28  $239.51  $230.50  $235.93  $354.82  $364.75  $464.87 
 

New Peer Group

 $100.00  $139.87  $146.90  $137.12  $146.21  $226.20  $221.22  $290.46  $324.19  $494.93  $418.27 

Old Peer Group

 $100.00  $138.31  $150.81  $147.25  $151.00  $227.92  $233.26  $298.70  $323.26  $475.86  $419.71 

Our solid 2019The Company’s record-breaking performance is the direct result of our multi-year efforts to diversify our portfolio, products, and customer base such that, in a challenging and competitive macroenvironment, the Company2022 continued to deliver significant shareholder value.

 

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Nordson Corporation – 2020 Proxy Statement


The tables below represent fiscal years 20172019 as reported results for the three primary drivers of incentive compensation for the named executive officers – Diluted Earnings per Share, Return on Total Capital, and Revenue.2023 Proxy Statement   |   43

LOGOLOGOLOGO

*

In 2018 and 2019, the Company experienced benefits from the Tax Cuts and Jobs Act. The Company’s 2018 and 2019 data, excluding the benefits from the Tax Cuts and Jobs Act, and utilizing a more normalized effective tax rate, were: Diluted Earnings Per Share was $5.70 and $5.37, respectively, and Return on Total Capital was 14% and 13%, respectively, which were used in calculating the Annual Cash Incentive Award and Performance Share Incentive Award payouts for our named executive officers.

Nordson Corporation – 2020 Proxy Statement

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DISCUSSION OF OUR COMPENSATION PROGRAM

Executive Compensation Decision Process

ShareholderSay-on-Pay Vote

In setting executive compensation, the Compensation Committee considers the results of the advisorysay-on-pay shareholder vote. The Compensation Committee believes the historical results of the advisorysay-on-pay shareholder vote represent an affirmation of our current pay practices and philosophies. As a result, no significant changes were made to our executive compensation pay practices for 2019. The Compensation Committee will continue to consider the outcome of thesay-on-pay vote when making future compensation decisions for the named executive officers. The results of oursay-on-pay vote for the past five years are as follows:

 

Annual Meeting Year

  FOR Vote (%)

2015

  98.50

2016

  98.97

2017

  98.11

2018

  97.70

2019

  97.95

    

 

Annual Meeting Year

  FOR Vote (%)     
 

2022

  93.99 
 

2021

  96.11 
 

2020

  98.74 
 

2019

  97.95 
  

2018

  97.70  

At the 2017 Annual Meeting, the Company’s shareholders voted in favor of an annual frequency for holding

We currently hold oursay-on-pay“Say-on-Pay” vote which the Board subsequently approved. The next shareholderannually. We are asking our shareholders to vote on the frequency of our advisorysay-on-pay“Say-on-Pay” vote is expected to be held at our 2023 Annual Meeting.this year. Please see Proposal 4 on page 37 for more information.

Role of the Compensation Committee

The Compensation Committee consists entirely of independent directors as defined by our Governance Guidelines and Nasdaq listing standards and is supported by our human resources department.and legal departments. It has responsibility for establishing our executive compensation program and for making compensation decisions under the program. In fulfilling its duties and responsibilities for 2019,2022, the Compensation Committee sought input, advice, and recommendations from anits independent executive compensation consultant as well as recommendations from our Chief Executive Officer. At all times, however, the Compensation Committee exercised independent judgment in making executive compensation decisions.

Third-Party Executive Compensation Consultant

The Compensation Committee retained Exequity as its independent executive compensation consultant to support the Compensation Committee’s oversight and management of our executive compensation programs. Exequity reports directly to the Compensation Committee, and its responsibilities include assisting the Compensation Committee with validating our executive compensation plans and programs through periodic studies and analysis. In addition, Exequity informs the Compensation Committee of regulatory developments and market trends related to executive compensation practices. The Compensation Committee’s written policies require that it annually assess the independence of Exequity in light of SEC rules and Nasdaq listing standards. In 2019,2022, the Compensation Committee performed this assessment and concluded that no conflict of interest prevented Exequity from independently and objectively advising the Compensation Committee.

Role of Executive Management

Our Chief Executive Officer, along with our Executive Vice President of Human Resources, provide additional information and analysis as requested by the Compensation Committee. More specifically, Mr. Hilton, while serving as Chief Executive Officer, Mr. Nagarajan, after his election to Chief Executive Officer, and Ms. Peet, Executive Vice President of Human Resources, provided support for Compensation Committee meetings and made recommendations about designs for, and, if warranted, changes to, our Annual Cash Incentive Award and long-term equity-based awards. In addition to the responsibilities above, Messrs.Mr. Nagarajan and Hilton, also: (i) provided to the Board of Directors a self-assessmentself- assessment of their respective performances while serving as Chief Executive Officer;his own performance; (ii) provided an

42  |Nordson Corporation – 2020 Proxy Statement


assessment of each executive officer’s performance during their respective tenures as Chief Executive Officer;performance; and (iii) recommended annual base salary adjustments, payouts of Annual Cash Incentive Awards and Performance Share Incentive Awards, and other long-term incentive equity awards for executive officers other than themselves.himself.

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Benchmarking-Peer Group and Compensation Surveys

Our compensation peer group for 2019,2022, which was developed in consultation with Exequity, consisted of the 2017 publicly-traded companies listed below. The Compensation Committee believes the listed companies serve as the appropriate peer group because they have: (i) revenues generally within the range of 0.5x - 2.0x Nordson’s revenue; (ii) a global scope and business complexity; (iii) a focus on precision industrial manufacturing, innovation and technology; (iv) global growth strategies; and (v) profiles or business models similar to Nordson’s, based on industries or diverse markets served. The Compensation Committee reviews the peer group annually and makes appropriate modifications from time to time so that the group closely resembles our competitive market for executive talent. For 2019, two companies, Gardner Denver Holdings, Inc. and National Instruments Corporation, were added to the peer group because they met the criteria established for peer group inclusion.

 

Company

  Revenue*
($MMs)
   

Market Cap

As of Dec. 2017
($MMs)

    

Revenue(1)

($MMs)

 

Market Cap

As of Dec. 2020(2)  

($MMs)

Actuant Corporation

  $1,096   $1,517 

Albany International Corp.

  $864   $1,976 

AMETEK Inc.

  $4,300   $16,749     $4,540 $ 27,824

Barnes Group Inc.

  $1,436   $3,392     $1,124 $  2,566

Chart Industries Inc.

  $989   $1,442     $1,177 $  4,228

Donaldson Company, Inc.

  $2,372   $6,359     $2,589 $  7,054

Entegris, Inc.

  $1,343   $4,306     $1,859 $12,973

Esterline Technologies Corp.

  $2,002   $2,220 

FLIR Systems, Inc.

  $1,800   $6,460 

Gardner Denver Holdings, Inc.

  $2,375   $6,651 

FLIR Systems, Inc. (nka Teledyne Technologies Incorporated)

    $1,924 $  5,748

Graco, Inc.

  $1,475   $7,615     $1,650 $12,122

IDEX Corporation

  $2,287   $10,083     $2,352 $15,081

ITT, Inc.

  $2,585   $4,697     $2,478 $  6,655

Keysight Technologies, Inc.

  $3,189   $7,791     $4,221 $24,581

Lincoln Electric Holdings, Inc.

  $2,624   $6,022     $2,655 $  6,914

MKS Instruments, Inc.

    $2,330 $  8,295

National Instruments Corporation

  $1,289   $5,443     $1,287 $  5,767

Roper Technologies, Inc.

  $4,607   $26,512 

Teradyne, Inc.

    $3,121 $19,908

Teradyne, Inc.

  $2,137   $8,213 

Trimble Inc.

    $3,148 $16,704

Watts Water Technologies, Inc.

  $1,457   $2,594     $1,509 $  4,094

Woodward, Inc.

  $2,099   $4,688       $2,496 $  7,631

75th Percentile

  $2,532   $7,747 

75th Percentile

    $2,655 $15,081

Average

  $2,148   $6,813     $2,380 $11,068

Median

  $2,050   $5,359     $2,352 $  7,631

25th Percentile

  $1,442   $2,793 

25th Percentile

      $1,650 $  5,767

Nordson Corporation

  $2,067   $8,454     $2,121 $11,674

 

*(1)

Revenue values are as of the most recent fiscal year end prior toon or before December 2017.31, 2020.

(2)

The Compensation Committee identified our compensation peer group for 2022 during its May 2021 meeting. Due to the date of this meeting, the latest full-year data available to and considered by the Compensation Committee was December 2020.

In May, 2021, FLIR Systems, Inc. was acquired by Teledyne Technologies Incorporated (NYSE: TDY) and ceased to be an independent public company. However, the Compensation Committee incorporated FLIR Systems, Inc. in its comparisons in benchmarking 2022 compensation and establishing the 2022 executive compensation levels because its 2020 data was available and determined relevant.

Nordson Corporation – 2020

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During the peer group review at the May 2021 meeting, the Committee approved the removal of Enerpac Tool Group Corp., Albany International Corp., Gardner Denver Holdings, Inc. (nka Ingersoll Rand Inc.), and Roper Technologies, Inc. because each had fallen outside of the parameters used to establish the peer group and approved the addition of MKS Instruments, Inc. and Trimble Inc., which fall within such parameters.    Where peer group proxy data was not available, and as a reference and a primary source of data for the functional leaders, we utilized survey data published by Aon Hewitt for the position or positions that most closely match the job descriptiondescriptions of each named executive officer or executive officer position.

Setting Goals and Compensation

In order toTo focus on delivering growth and value for shareholders over time and to communicate consistently with investors and other stakeholders,shareholders, we take a long-term approach to incentive compensation. Our incentive plan metrics were designed to be highly performance-oriented, with rigorous targets remainto drive shareholder value. As we launched the Ascend Strategy, we took a fresh look at our incentive metrics and made changes that ensured we focused on profitable growth, established simple and clear metrics, aligned performance with shareholder expectations and market trends, and maintained the best attributes from our prior compensation program.

We established goals using the prior year-end financials as a baseline for growth and kept consistent metrics for a multi-year period of time, which is more aligned with our five-year strategic plan cycle.the entire Company. We annually assessthen assessed measures and performance goals (threshold, target, and maximum) to validate that they arewere appropriately set appropriately based on internal and external factors, such as historic peer performance, long-term growth projections for Nordson,the Company, our own past and current performance, and market conditions and expectations.

The most heavily weighted component of our annual review of incentive goals is the historical performance of our peers, particularly our proxy peers, though we also review a group ofmid-cap industrial peers for reference. For each corporate measure, we review theone-, three-, and five-year median performance of our peers in comparison to our performance goals. In general, if our performance goals fall outside a corridor around the median peer performance for two consecutive years, we further evaluate the appropriateness of our goals.

Using two consecutive years outside our range of peer median performance for a metric as our guideline, we complete a full review to determine whether we should make a change. We looklooked at additional internal and external data to further develop our recommendation.recommendation and establish our relevant targets.

 

  

NordsonExpected future performance.    We assessed our future expected future performance based on our five-year strategic plan.    This allows usplan and thoroughly analyzed our incentive goals compared to assess whetherthose of our future expected performance continues to align with existing incentive targets and therefore would indicate that our goals should stayas-is, or whether our five-year plan expected performance projections are more in line with the movement in peer performance, and suggest we consider an adjustment.peers.

 

  

Nordson historicHistoric performance.    OurWe maintained our rigorous annual review of our historic performance is reviewed along with projected futureand the historic performance of our peers, particularly our proxy peers, but also considered a group of mid-cap industrial peers and growth-focused companies for reference, to help us assess whether we believe targets should be changed.establish relevant targets.

 

  

Other external factors.    Consideration ofWe considered economic conditions, investor and shareholder expectations, pay for performance alignment, and other factors also contribute toin establishing our final recommendation as to whether or not our targets should be adjusted.targets.

Based on a qualitative analysis of all factors, and considering input from the independent executive compensation consultant, the Compensation Committee may changeset the annual goals or retain the targets currently in place.and targets.

Currency Fluctuation Policy

The Compensation Committee after considering a number of factors, including peer and survey group practices and receiving input from Exequity, has determinedbelieves that management should be held accountable for some, but not all, of the effect of currency fluctuation on corporate financial and operating unitsegment performance results. Accordingly, in determining Annual Cash Incentive Award and Performance Share Incentive Award payouts, the Compensation Committee adopted a policy whereby management will be held accountable for the first 10% of the impact on payouts due to currency fluctuation.

Under the policy, payout rates (as a percent of target) for the Annual Cash Incentive Award and Performance Share Incentive Award are calculated first at actual foreign currency rates and then at currency neutral rates for the U.S. dollar during the fiscal year. TheThese two payout rates are then compared and if the difference between totalthem is less than +/- 10%, the payout rates under these two translation methods is allwill be based on the calculation at actual foreign currency related, and the Committee has determined that the first 10% of this difference should not affect final payouts. The final payout includes a currency adjustment equal torates. If the difference between these two payout rates lessis more than +/- 10%, the currency neutral payout calculation will be used, offset by 10% points, which represents a corridor or range of fluctuation in currency rates for which management is accountable. We believe this policy is appropriate because it requires management to respond to currency fluctuations within a specified range. However, it does not unfairly benefit or harm management if currency impact is beyond what may be considered normal and not under management’s control.

As an example of the policy in practice, if the difference between the two payout percentage rates is equal to or less than +/- 10 percentage points, the Annual Cash Incentive Award payout will be based on the calculation at

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44  |Nordson Corporation – 2020 Proxy Statement


actual currency rates, with no adjustment. When the payout percentage at actual currency rates is more than 10 percentage points lower than the payout percentage rate at currency neutral rates, the final payout will be based on the currency neutral calculation adjusted downward by 10 percentage points. Conversely, when the payout percentage rate at actual currency rates is more than 10 percentage points higher than the payout percentage rate at currency neutral rates, the final payout rate will be based on the currency neutral calculation adjusted upward by 10 percentage points.

In certifying the results for the financial performance measures employed in calculating the Performance Share Incentive Award, the Committee applies the same methodology as described in the section above, with the revenue and earnings per share at currency neutral rates reflecting the cumulative effect of differences from actual exchange rates over the three-year versusone-year performance period.

Foreign Currency Translation Methodology

For purposes of applying the currency adjustment policy, current year financial statements and supplemental schedules are retranslated at the prior year’s exchange rates using the same methodology as disclosed in Note 1 in the “Notes to Consolidated Financial Statements” section of our Form10-K for 20192022 to determine the currency neutral result, with the exception that we do not attempt tore-measure gains and losses, based on a retranslation at the prior year’s exchange rates, from foreign currency transactions, including forward contracts, of Nordson’sthe Company’s subsidiaries and the United States parent, in order to include the effect in net income. All currency rates are determined from published sources. Monthly average rates are the average of daily spot rates of currency exchange. The annual measurement period is the sum of each month translated at monthly average rates.

Elements of Compensation

The table below summarizes the components and objectives of our 20192022 total direct compensation program for executive officers, including our named executive officers.

 

 

Element of Pay

 

 

Form    

 

 

LinksLink to Performance

  

 

Link to Compensation

Objectives

Base Salary

 Cash 

•  Fixed annual compensation

  

•  Attract and retain exceptional executive talent by providing market competitive salaries.

 

•  Compensate executives for their responsibilities, experience, and individual performance.

  

Annual Cash

Incentive Award

 Cash 

•  Corporate payout isand segment leader payouts are tied to year-over-year growth in earnings per shareorganic revenue and return on total capital.base business operating profit.

 

•  For the operating unit namedCEO and functional executive officers, the corporate financial measures account forpayout is based 50% of anyon total Company performance and 50% weighted based on combined segment performance. For the segment executive leaders, the payout withis based 50% on total Company performance and 50% on the respective operating unit’s quantitative operating measures accounting for the other 50% of the payout.individual segment performance.

  

•  Drives key business, operating, and individual results on an annual basis.

 

•  Strictly performance-based againstpre-established corporate and segment financial business unit metrics, no payout guaranteed, except for $212,500 of Mr. Nagarajan’s 2019 bonus opportunity.guaranteed.

Long-Term

Incentive Awards

 

Performance Share Units

 

Stock Options

and Restricted Stock  Share Units

 

•  Tied to3-year cumulative achievement of long-term financial goals of earnings per share growth, return on invested capital and3-year cumulative revenue. EBITDA margin.

 

•  Aligned with shareholder returns because all awards are denominated in shares of stock or share units.

  

•  Value tied to share price and with respect to performance share units, to achievement ofpre-established long-term financial goals.

 

•  Links executive officer and long-term shareholder interests.

 

•  Serves as a key attraction and retention tool and a strong long-term performance driver.

 

•  Multiyear long-term retention.

 

Nordson Corporation – 2020

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Below is a depiction of the elements of the total direct compensation components.components and the limited perquisites provided to the named executive officers.

 

 

LOGOLOGO

Our executive compensation program does not prescribe a specific formula for the mix of base salary and annual and long-term incentive components. This allows us to develop an appropriate compensation mix, depending on business performance.

 

 Base Salary

The Compensation Committee determines annually the base salaries of our executive officers, including whether to award base salary increases from the previous year and, if so, the magnitude of the increase, based on the following factors:

 

level of experience and responsibility;

 

Company, business segment, and individual performance during the prior year;

 

market and survey data;

 

internal pay equity;

 

the Compensation Committee’s assessment of other elements of compensation provided to the executive officer; and

 

our Chief Executive Officer’s recommendation for all executive officers other than himself.

 

 Annual Cash Incentive Award

The Annual Cash Incentive Award drivesis designed to drive high-performance results year-over-year based on the achievement ofpre-established quantitative performance goals our annual financial objectives, which focus our executives on key business strategies and align the interests of our executive officers with our shareholders. Through the Annual Cash Incentive Award, executive officers are provided the opportunity to earn a significantly higher payout if target performance is exceeded but bear the risk of a lower payout if target performance is not achieved, and no payout if threshold performance is not achieved.

48   |   Nordson Corporation – 2023 Proxy Statement


Performance and payouts under the Annual Cash Incentive Award arewere determined based on quantitative corporate financial measures — diluted earnings per shareorganic revenue growth (weighted 40%) and base business operating profit growth (weighted 60%), excluding acquisition or divestiture revenue and operating profit impact from the calculations for a full 12 months from the acquisition or divestiture.

We considered organic revenue growth and return on total capital — and quantitativebase business operating measures.

We consider diluted earnings per shareprofit growth and return on total capital to be measures critical to our success. We believe these measuresfinancial metrics offer the proper balance between growth and profitability. We also believe that achieving greater return on total capital and earnings per share growth over timeour annual financial objectives will drive improved shareholder return and foster maximumdeliver long-term value forto our assets.shareholders. More specifically:

 

Diluted earnings per shareOrganic revenue growthmeasures the rate at which management has succeeded in increasing the profits per unit of shareholder ownership. Earnings per sharesales from its existing businesses and excludes any growth is easily compared among peers and the measure is commonly used by the investment community to evaluate performance. The formula we utilize for diluted earnings per share is net income divided by weighted average common diluted shares outstanding.from acquisitions or divestitures.

 

46  |Nordson Corporation – 2020 Proxy Statement


Return on total capitalBase business operating profit growth measures the amounttotal earnings from the core business, and excludes the deduction of profitability per unitinterest, taxes, and profits from any ancillary investments, the impact on operating profit of capital invested by management to generate earnings. We have adopted a definition of return on total capital that is consistent with financial disclosure in our Report on Forman acquisition or divestiture for one year following such acquisition or divestiture, or other 10-K:one-time the sum of net income (loss) plusafter-tax interest expense on debt as a percentageactions of the sum of average of quarterly debt (net of cash) plus average quarterly shareholders’ equity over five accounting periods.Company.

For named executive officers who have responsibility for certain corporate functions (including our Chief Executive Officer, and Chief Financial Officer),Officer, and General Counsel) the corporate financial measures accountaccounted for 50% of any payout with a weighted average of the operating units’ quantitative operatingbusiness segments’ financial measures accounting for the other 50% of the payout. For the operating unit named executive officers with responsibility for a business segment, the corporate financial measures accountaccounted for 50% of any payout with the respective operating unit’s quantitative operatingapplicable business segment’s financial measures accounting for the other 50% of the payout.

 

 Long Term Incentive Awards

Our long-term incentive awards are currently delivered through a combination of three forms of equity: (i) performance share units; (ii) stock options; and (iii) restricted shares.share units. This combination of awards balances the opportunity between performance share units, which are earned based on multi-year financial performance, and stock options and restricted shares,share units, the value of which is based on performance of our common shares.

The Compensation Committee begins the process of determining equity awards by comparing our equity compensation programs to those of our peer group. The Compensation Committee also reviews market compensation data based on survey data provided by Aon Hewitt.

In reaching a final decision on the mix and amount of equity compensation our named executive officers should receive, the Compensation Committee takestook numerous factors into consideration. As referenced above, market alignment and competitiveness arewere key factors the Compensation Committee considersconsidered in setting equity compensation levels. Other factors considered arewere current industry trends, practices among our peer group, and the behaviors the awards arewere intended to drive. In addition to these factors, the Compensation Committee placesplaced significant weight on the dilutive impact equity issuances have on our shareholders. In assessing dilution, the Compensation Committee considersconsidered the annualized effect of equity compensation by analyzing the equity “burn rate” overone-one-year and three-year periods. Burn rate, in its simplest form, is determined by dividing the projected number of shares to be issued to employees by the weighted average number of shares outstanding. The Compensation Committee also considersconsidered the aggregate impact of all past equity compensation grants by looking at the company’sCompany’s equity compensation “overhang.” Overhang is determined by dividing all outstanding equity grants and shares available for future grants by the total number of shares outstanding. The resulting percentage providesprovided the Compensation Committee with insight into the long-term cost of the Company’s equity compensation programs.

The approximate allocation for 2022 of the three equity components (as a percent of the long-term incentive compensation opportunity) iswas as follows (other than the allocation for Mr. Nagarajan for 2019, his first partial year of service as CEO):follows:

 

Equity Form

  % of Opportunity     

Performance Share Units

  

40

 

Stock Options

  

40

 

Restricted SharesShare Units

  

20

  

 

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Performance Share Incentive Award

A portion of each named executive officer’s annual total direct compensation opportunity is in the form of performance share units, which are settled in unrestricted Nordson common stock at the time of payout.

In selecting the quantitative performance measures and goals for the 2022 Performance Share Incentive Award, the Compensation Committee considersconsidered whether the measures arewere appropriately aligned with those in the Annual Cash Incentive Award so that the overall compensation design doesdid not unintentionally encourage our executive officers to take unnecessary or excessive risk or actions that are inconsistent with our year-over-year and long-term objectives. Performance and payouts under the

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Performance Share Incentive AwardareAwardare determined based on quantitative corporate financial measures —cumulative diluted earnings per share growth, return on invested capital, and cumulative revenue growth. We believe these measures offer the proper balance between growth and profitability over a longer term.EBITDA margin. More specifically:

 

Cumulative diluted earningsEarnings per share (EPS) growth measures the rate at which management has succeeded in growing profits per unit of shareholder ownership. We define it as net income divided by the weighted average common shares outstanding and it is consistent with financial disclosure in our Annual Report on a sustained basis over a three-year period.Form 10-K. We believe it puts the highest emphasis on revenue growth and operating profit growth and focuses leadership on profitable growth in the long-term.

Return on invested capital (ROIC) measures the amount of profitability per unit of capital invested by management to generate earnings. We define it as the constantsum of net income (loss) plus after-tax interest expense on debt as a percentage by which diluted earnings per share would need to grow over a base period amount during a three-year period such thatof the sum of diluted earnings per share calculated at such a constant growth rate for such three years is equal to the sumaverage quarterly shareholders’ equity plus average quarterly debt (net of the actual diluted earnings per share earned over the same three-year period. We believe it is a superior measure of sustained earnings growth because it is influenced by the earnings performance during each year of the performance period rather than simply a compound growth rate that compares the final year’s earnings to the base period amount.cash and cash equivalents).

 

Cumulative revenue growth EBITDA margin measures the rate at which management has succeeded in growing revenue onprofitability created through a sustained basis over a three-year period.high level of differentiation and operation excellence of the Company. We define it as the constant percentage by which revenue would need to grow over a base period amount during a three-year period such that the sum of revenue growth calculated at such a constant growth rate for such three years is equal to the sum of the actual revenue growth over the same three-year period. We believe it is a superior measure of sustained revenue growth because it is influencedoperating profit plus depreciation and amortization expenses divided by revenue performance during each year of the performance period rather than simply a compound growth rate that compares the final year’s revenues to the base period amount.total revenue. While the growth in profitsrevenue and profitability areoperating profit were of primary importance, management iswas also expected to growmaintain the sizehighly differentiated business in terms of profitability and scale of the enterprise and cumulative revenue growth is an effectiveusing this measure of their success in doing so.allows us to reward leaders when we sustain or improve our differentiated return.

Stock Options

Stock options align the interests of the named executive officers with those of shareholders because the stock options are granted with an exercise price equal to the fair market value on the grant date, meaning they only have value if the price of the Company’s stock increases after the stock options are awarded. Stock options vest in 25% increments over a four-year period (on the first four anniversaries of the grant date) and generally expire ten years from the grant date. We fix the exercise price of an option at the fair market value on the grant date. Stock options are a valuable retention tool because our option awards vest over a four-year period and unvested options are forfeited if an executive officer voluntarily terminates employment.

Restricted Share Units

Restricted share units are designed to align executive officers’ interests with that of our long-term shareholders. The Compensation Committee also views these service-based awards as an important management succession planning, retention, and recognition tool, tying our executive officers’ compensation to shareholder interests. Restricted share units generally vest over a three-year period and cannot be transferred until vesting. Dividends on restricted share units are credited and will be earned when the underlying award vests.

We granted stock optionsrestricted share units to our executive officers on November 26, 2018,22, 2021, at the same time we granted stock optionsrestricted share units to other key employees under our Key Employee2021 Stock Option Program.Incentive and Award Plan. We have historically granted stock optionsrestricted share units (or restricted shares, prior to 2021) during the Compensation Committee’s November meeting, which is scheduled at this time of year to permit us to verify prior fiscal year performance results, to determine incentive award payouts, and to set compensation and performance measures and goals for the next fiscal year.

Restricted Shares50   |   Nordson Corporation – 2023 Proxy Statement

Restricted shares are designed to align executive officers’ interests with that of our long-term shareholders. The Committee also views these service-based awards as an important management succession planning, retention, and recognition tool, tying our executive officers’ compensation to shareholder interests. Restricted shares generally vest over a three-year period and cannot be transferred until vesting. Restricted shares provide participants with dividends and voting rights beginning on the grant date.

48  |Nordson Corporation – 2020 Proxy Statement


20192022 Actions and Analysis

 

 Base Salary

Except for Mr. Nagarajan, during our November 26, 2018 meeting, weThe Compensation Committee set individual base salaries of our named executive officers for 20192022 at a level consistent with the general objective of paying total target direct compensation to approximate the median of our peer group; however, each named executive officer’s position relative to median may vary depending on a consideration of factors such as tenure, experience, future potential, internal pay equity, and performance. In setting the salaries, we considered Exequity’s input and analysis, and the recommendations of Mr. Hilton because he was theNagarajan, Chief Executive Officer in November 2018, when the base salaries were determined.(except with respect to his own salary). Mr. Nagarajan’sLovass received an increase to his annual base salary effective August 1, 2022 to reflect an increase in his responsibilities with his promotion in connection with the Segment Realignment. The increase was established atprorated from the time of hire also using Exequity’s analysis of peer group data and reflects that he is new to the position and his prior executive experience and performance.effective date through October 31, 2022.

The following table reflects the annualized base salaries of our named executive officers for 20192022 and 20182021 (fiscal year end):

 

 

Named Executive Officer

  Base Salary
2019 ($)
  Base Salary
2018 ($)
  

Increase in Base

Salary (%)

Sundaram Nagarajan

  850,000           —   —

Gregory A. Thaxton

  485,000  470,000  3.2

John J. Keane

  470,000  455,000  3.3

Gregory P. Merk

  435,000  420,000  3.6

Jeffrey A. Pembroke

  432,000  415,000  4.1

Michael F. Hilton

  945,000  925,000  2.2

Named Executive Officer

  Base Salary
2022 ($)
 

    Base Salary    

2021 ($)

     Increase in Base  
Salary (%)

Sundaram Nagarajan

  900,000 870,000   3.4%

Joseph P. Kelley

  527,000 512,000   2.9%

Jeffrey A. Pembroke

  500,000 481,000   4.0%

Stephen P. Lovass(1)

  450,000 409,000 10.0%

Jennifer L. McDonough

  425,000           —    —%

(1)

Effective August 1, 2022, the Committee increased Mr. Lovass’ base salary to $450,000 to reflect his promotion in connection with the Segment Realignment.

 

 Annual Cash Incentive ProgramAward

Except for Mr. Nagarajan, theThe Compensation Committee established target payout opportunity,opportunities, including threshold and maximum payout opportunities, for our named executive officers was established during ourthe Compensation Committee’s November 26, 201822, 2021 meeting. These metrics considered Exequity’s analysis of theour peer groupgroup’s annual incentive opportunities. Mr. Nagarajan’s target opportunityLovass received an increase to his annual cash incentive award effective August 1, 2022 to reflect his promotion in connection with the Segment Realignment. The increase was established atprorated from the time of hire and also used Exequity’s analysis of peer group data and reflects the same metrics that were set for Mr. Hilton byeffective date through October 31, 2022, however, the Compensation Committee during its November 26, 2018 meeting. Mr. Nagarajan’s Annual Cash Incentive Award target was prorated and included a minimum guaranteeddetermined that any payout of $212,500, which represented 25% ofearned for the target annual award value and reflected his negotiated compensation.full year would continue to be based on the Total Company Measures previously established.

The following table reflects the payout opportunities as a percentage of base salary:

 

    Incentive Amount as a
Percentage (%) of Base Salary

Named Executive Officer

  Threshold  Target  Maximum 

Sundaram Nagarajan*

        100    200

Gregory A. Thaxton

    37.5    75    150

John J. Keane

    35.0    70    140

Gregory P. Merk

    32.5    65    130

Jeffrey A. Pembroke

    32.5    65    130

Michael F. Hilton

    50.0    100    200
 Incentive Amount as a
Percentage (%) of Base Salary

Named Executive Officer

ThresholdTargetMaximum 

Sundaram Nagarajan

 25.0 100 200

Joseph P. Kelley

 18.8 75 150

Jeffrey A. Pembroke

 17.5 70 140

Stephen P. Lovass(1)

 17.5 70 140

Jennifer L. McDonough

 15.0 60 120

 

*(1)

Effective August 1, 2022, the Committee increased Mr. Nagarajan’s Annual Cash Incentive payout was prorated and included a minimum guaranteed payout of $212,500. Lovass’ annual cash incentive award target from 65% to 70% to reflect his promotion in connection with the Segment Realignment.

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   51

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We thenThe Compensation Committee established the following quantitative corporate financial performance measures and goals which measures account for 50% of the Annual Cash Incentive Award payout:Awards (the applicability of which differ depending on the Named Executive Officer)(1):

 

Measure

  Threshold Target Maximum Weighting     

Diluted Earnings Per Share Growth

    0%   8%   20%   50%  

Return on Total Capital

    8.0%   11.5%   16%   50%  

Total Company Measure

  Weight  Threshold  Target Maximum

Organic Revenue Growth

  40%  -1%  4% 9%

Base Business Operating Profit Growth

  60%  0%  7% 16%

ATS Segment Measure

  Weight  Threshold  Target Maximum

Organic Revenue Growth

  40%  -1%  6% 13%

Base Business Operating Profit Growth

  60%  0%  12% 26%

IPS Segment Measure

  Weight  Threshold  Target Maximum

Organic Revenue Growth

  40%  -1%  3% 7%

Base Business Operating Profit Growth

  60%  0%  4.5% 10%

 

*(1)

Straight line interpolation applies to performance between designated goals.

Operating unit performance measures and respective weighting were set through a collaborative effort between the Committee and the Chief Executive Officer:

Measure

Weighting (%)

Revenue Growth (year-over-year)

20

Operating Profit Growth (year-over-year)

40

Operating Margin (as % of revenue)

20

Asset Turns (% achieved)

10

Days of Inventory

10

Individual operating unit performance goals and results are not disclosed in this CD&A because we believe that the disclosure would result in competitive harm to us by potentially disrupting our customer, vendor and supplier relationships, and providing our competitors with insight into our business strategies beyond what is disclosed publicly. We also do not believe that the disclosure of individual operating unit performance goals and results for 2019 is material to an understanding of our 2019 executive compensation program as covered by this Proxy Statement.

Determination of Payout Amounts

Determination ofThe Compensation Committee determined the Annual Cash Incentive Award payout is atwo-step process:

Step 1: Calculation of the Payout Rate (as a % of Target) on an Actual Currency and Currency Neutral Basis

Prior to applying the currency adjustment policy as described above, the Committeeby first certifiedcertifying performance and calculated payoutscalculating performance as a percentage of target for the corporatetotal company financial measure:

Actual Currency — performance unadjusted for the effect of currency fluctuation, and

Currency Neutral — performance adjusted for the effect of currency fluctuation

measures. The results are reflectedpresented in the following table:table below:

 

Measure

 

Target

Performance

 Performance at
Actual Currency
 

Payout at Actual
Currency

(% of Target)

 Performance at
Currency
Neutral
 Payout
Currency
Neutral (% of
Target)
   

Diluted Earnings Per Share Growth

  $6.16  $5.37   0.0*  $5.64   0.0*  

Return on Total Capital

   11.5%    12.9%    131.1   13.5%    144.4  

Combined Corporate Factor

         65.6      72.2   
                                                                                                                                    

Total Company Measure

 Weight Target Actual
Currency
Result
 Actual
Currency
(% of
Target)
 Currency
Neutral
Result
 

Currency
Neutral

(% of Target)

Organic Revenue Growth

 40% 4% 6.3% 146.9% 10.6% 200%

Base Business Operating Profit Growth

 60% 7% 13% 167.1% 18.5% 200%

 

*

The payout calculation for the diluted earnings per share growth measure at actual currency and currency neutral was 0.0% because performance did not meet the threshold of $5.70.

                                                                                                                                                

ATS Segment Measure

 Weight Target Actual
Currency
Result
 Actual
Currency
(% of
Target)
 Currency
Neutral
Result
 

Currency
Neutral

(% of Target)

Organic Revenue Growth

 40% 6% 12.4% 190.8% 15.1% 200%

Base Business Operating Profit Growth

 60% 12% 29% 200% 32.2% 200%

                                                                                                                                    

IPS Segment Measure

 Weight Target Actual
Currency
Result
 Actual
Currency
(% of
Target)
 Currency
Neutral
Result
 

Currency
Neutral

(% of Target)

Organic Revenue Growth

 40% 3% 0.9% 60.9% 6.5% 188.5%

Base Business Operating Profit Growth

 60% 4.5% 2.9% 72.8% 8.9% 179.7%

 

The Committee next certified the operating units’ results, at actual currency and at currency neutral. The range of results, as a percentage of target, were:52   |   Nordson Corporation – 2023 Proxy Statement

50  |Nordson Corporation – 2020 Proxy Statement


Operating Units’ Results

Currency Calculation Method

% of Target (Range)

Actual Currency

71.5 – 86.8

Currency Neutral

90.8 – 120.0

In calculatingNext, the corporate financial measure and operating units’ results, at actual currency and at currency neutral, the Committee did not utilize the “as reported” diluted earnings per share or return on total capital; rather it utilized a more normalized tax rate in determining the diluted earnings per share and return on total capital, which excluded the benefits inured to the Company as a result of the 2017 Tax Cuts and Jobs Act (the “Act”).

Step 2: Calculation of Payouts to Named Executive Officers Applying the Currency Adjustment Policy

Next, theCompensation Committee determined the combined factor payouts, as a percentpercentage of target, for actual currency and applied the currency adjustment policy.neutral performance. The results are presented in the tablestable below:

Actual CurrencyCurrency:

 

Named Executive Officer

  

Target

Payout
Opportunity ($)

  

Corporate
Factor

(% of Target))

  

Operating Unit
Factor

(% of Target)

  

Combined

Factor

Payout

(% of Target)

 

    

Sundaram Nagarajan

    212,500    65.6    76.2    70.9  

Gregory A. Thaxton

    363,750    65.6    76.2    70.9  

John J. Keane

    329,000    65.6    108.1    86.8  

Gregory P. Merk

    282,750    65.6    90.7    78.1  

Jeffrey A. Pembroke

    280,800    65.6    84.9    75.2  

Michael F. Hilton

    945,000    65.6    76.2    70.9  

Named Executive Officer

Company

Factor

    (% of Target)    

Segment

Factor

    (% of Target)    

Combined

Factor

Payout

    (% of Target)  

 

Sundaram Nagarajan

 159.0% 128.9% 144.0%

Joseph P. Kelley

 159.0% 128.9% 144.0%

Jeffrey A. Pembroke(1)(2)

 159.0% 164.2% 161.6%

Stephen P. Lovass(3)

 159.0% 128.9% 144.0%

Jennifer L. McDonough

 159.0% 128.9% 144.0%

(1)

The combined factor payout for Mr. Pembroke is based 50% on his business segment’s results and 50% on total company results.

(2)

The segment factor payout for Mr. Pembroke is based 75% on the ATS segment results and 25% on the IPS segment results.

(3)

The combined factor payout for Mr. Lovass is based 50% on combined segment results and 50% on total company results.

Currency NeutralNeutral:

 

Named Executive Officer

  

Target

Payout
Opportunity ($)

  

Corporate
Factor

(% of Target)

  

Operating Unit
Factor

(% of Target)

  

Combined

Factor

Payout

(% of Target)

 

    

Sundaram Nagarajan

    212,500    72.2    90.8    81.5  

Gregory A. Thaxton

    363,750    72.2    90.8    81.5  

John J. Keane

    329,000    72.2    120.0    96.1  

Gregory P. Merk

    282,750    72.2    111.0    91.6  

Jeffrey A. Pembroke

    280,800    72.2    93.1    82.6  

Michael F. Hilton

    945,000    72.2    90.8    81.5  

Named Executive Officer

Company

Factor

    (% of Target)    

Segment

Factor

    (% of Target)    

Combined

Factor

Payout

    (% of Target)  

 

Sundaram Nagarajan

 200.0% 191.2% 195.6%

Joseph P. Kelley

 200.0% 191.2% 195.6%

Jeffrey A. Pembroke(1)(2)

 200.0% 195.8% 197.9%

Stephen P. Lovass(3)

 200.0% 191.2% 195.6%

Jennifer L. McDonough

 200.0% 191.2% 195.6%

(1)

The combined factor payout for Mr. Pembroke is based 50% on his business segment’s results and 50% on total company results.

(2)

The segment factor payout for Mr. Pembroke is based 75% on the ATS segment results and 25% on the IPS segment results.

(3)

The combined factor payout for Mr. Lovass is based 50% on combined segment results and 50% on total company results.

Under our currency adjustment policy, because some of the difference between the two potential payout calculations at actual currency were morepercentage rates is greater than ten10 percentage points, lower than the Annual Cash Incentive Award payout calculations atincludes a currency neutral rates, some of theadjustment. The final payouts were adjusted to be no more than tendownward by 10 percentage points lower thanfrom the currency neutral calculations,calculation, reflecting the Committee’s position that payouts should be affected by only the first ten10 percentage points of the impact of currency fluctuation. The results are presented in the table below:

 

Nordson Corporation – 2020

Named Executive Officer

  Target Payout
Opportunity ($)
 

Combined

Factor

Payout

    (% of Target)    

 

Actual

Payout ($)

   

Sundaram Nagarajan

  $900,000 185.6% $1,670,400 

Joseph P. Kelley

  $395,250 185.6% $   733,584 

Jeffrey A. Pembroke

  $350,000 187.9% $   657,650 

Stephen P. Lovass

  $283,987 185.6% $   527,081 

Jennifer L. McDonough

  $255,000 185.6% $   473,280  

Nordson Corporation – 2023 Proxy Statement|   53

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Named Executive Officer

  Target Payout
Opportunity ($)
  

Combined Factor Payout
After Currency Adjustment
Policy

(% of Target)

 

Actual

Payout ($)

 

    

Sundaram Nagarajan

  212,500  * 212,500 

Gregory A. Thaxton

  363,750  71.5 260,081 

John J. Keane

  329,000  86.8 285,572 

Gregory P. Merk

  282,750  81.6 230,724 

Jeffrey A. Pembroke

  280,800  75.2 211,162 

Michael F. Hilton

  945,000  71.5 675,675 

*

Pursuant to Mr. Nagarajan’s employment agreement, his Annual Cash Incentive payout was predetermined at $212,500.

Other than utilizing a more normalized tax rate and excluding the financial benefits inured to the Company by the Act, noNo discretion was exercised to increase or decrease the formulaic incentive award payouts to the named executive officers.

 

 Long Term Incentive Awards

Performance Share Incentive Awards

During its November 21, 2016 meeting,2020-2022 Performance Share Incentive Award – Calculation of Payout

The performance period for the 2020-2022 Performance Share Incentive Award ended on October 31, 2022. As established by the Compensation Committee, establishedthe quantitative performance measures and goals for the 2017-2019 Performance Share Incentive Award. These measures are equally-weighted.

Measure

  Threshold  Target  Maximum     

Cumulative Diluted Earnings Per Share Growth

    4%    8%    14%  

Cumulative Revenue Growth

    5%    7%    11%  

Determination of Payout Amounts

Determination of the2020-2022 Performance Share Incentive Award payout iswere set on atwo-stepyear-by-year process:

Step 1: Calculation of the Payout Rate (as a % of Target) on an Actual Currency and Currency Neutral Basis

Prior to applying the Currency Adjustment Policy described above, the Committee first certified performance for the Cumulative Earnings per Share Growth and Cumulative Revenue measures:

Actual Currency – performance unadjusted for the effect of currency fluctuation, and

Currency Neutral – performance adjusted for the effect of currency fluctuation

Following this certification process, the Committee calculated the payoutsbasis as a percent of target. The results are reflected in the following table:

Measures

  

Target

Performance

 Performance
at Actual
Currency
 

Payout at
Actual
Currency

(% of Target)

 Performance at
Currency
Neutral
 Payout at
Currency
Neutral (% of
Target)
     

Cumulative Diluted Earnings per Share Growth

   $16.48  $16.15   41.2%  $15.93   36.7%  

Cumulative Revenue

   $6,222.9*  $6,515.9*   80.0%  $6,503.3*   78.7%  

Combined Factor

        121.2%     115.4%   

*

millions

In calculating the performance share results for 2019 and 2018, the Committee did not utilize the “as reported” diluted earnings per share for each respective year; rather, it utilized a more normalized effective tax rate in determining the diluted earnings per share for 2019 and 2018, which excluded the benefits inured to the Company as a result of the Act. The Committee determined this adjustment reflected more accurately the intent of the Committee when it set the three-year, cumulative performance standards during its November 2016 meeting, which was before the Act was passed.follows:

 

52  |

FY2020 Performance Measure

  Target

Nordson Corporation – 2020 Proxy StatementTSR performance at or above 50th percentile of the S&P 900 selected peer group

100%

(capped)

Nordson TSR performance between the 25th and 50th percentile of the S&P 900 selected peer group

25%

Nordson TSR performance at or below the 25th percentile of the S&P 900 selected peer group

0%

FY2021 Performance Measures

    Weight        Threshold        Target        Maximum    

EPS Growth

 40% 0% 7% 14%

ROIC

 30% 8% 11% 15%

EBITDA Margin

 30% 23% 26% 29%

FY2022 Performance Measures

    Weight        Threshold        Target        Maximum    

EPS Growth

 40% 0% 8% 16% 

ROIC

 30% 8% 12% 18% 

EBITDA Margin

 30% 23% 28% 32% 

To determine the payout of this award, the Compensation Committee first certified performance for the applicable performance measures for each year, as reflected in the tables below:

2020 Measure

     Weight         Target         Actual     

Payout

    (% of Target)    

Nordson TSR performance at or above 50th percentile of the S&P 900 selected peer group

 100% 100%

(capped)

 100% 100%

2021 Measure

    Weight        Threshold        Target        Maximum        Actual    

Payout

    (% of Target)    

EPS Growth

 40% 0% 7% 14% 35% 200% 

ROIC

 30% 8% 11% 15% 17% 200% 

EBITDA Margin

 30% 23% 26% 29% 31% 200% 

2022 Measure

    Weight        Threshold        Target        Maximum        Actual    

Payout

    (% of Target)    

EPS Growth

 40% 0% 8% 16% 20% 200% 

ROIC

 30% 8% 12% 18% 19% 200% 

EBITDA Margin

 30% 23% 28% 32% 31% 174% 

54   |   Nordson Corporation – 2023 Proxy Statement


Step 2: CalculationThe Compensation Committee then determined the overall attainment for the 2020—2022 Performance Share Incentive Award by averaging the performance achieved across each of Payouts to Named Executive Officers Applying the Currency Adjustment Policythree years, as follows:

Performance Year

 

Payout

    (% of Target)    

2020

 100%

2021

 200%

2022

 192%

Total Performance

 164%

Under theour currency adjustment policy, because the difference between the two potential payout percentage rates is equal to or less than +/- 10 percentage points, the final payouts for the 2017-2019 performance period are2020-2022 Performance Share Incentive Award payout is based on the calculation at actual currency rates, with no adjustments:adjustments. The results are presented in the table below:

 

Named Executive Officer

  

Target Payout
Opportunity

(# of Shares)

  

Post-Currency
Adjustment Policy
Combined Factor
Payout

(% of Target)

  

Payout

(# of Shares)

 

    

Sundaram Nagarajan

    2,198    121.2    2,664  

Gregory A. Thaxton

    3,600    121.2    4,363  

John J. Keane

    3,600    121.2    4,363  

Gregory P. Merk

    2,700    121.2    3,272  

Jeffrey A. Pembroke

    1,680    121.2    2,036  

Michael F. Hilton

    14,900    121.2    18,059  

Named Executive Officer

Target Payout

Opportunity

    (# of Shares)    

Payout

    (% of Target)    

Payout

    (# of Shares)    

Sundaram Nagarajan

 9,500 164% 15,590

Joseph P. Kelley

 3,399 164% 5,578

Jeffrey A. Pembroke

 2,193 164% 3,599

Stephen P. Lovass

 1,456 164% 2,389

Jennifer L. McDonough

 419 164% 688

At the time of his hire, the Committee determined that Mr. Nagarajan’s 2017-20192022-2024 Performance Share Incentive Award target payout opportunity would be– Grant of Award

During its November 2021 meeting, the numberCompensation Committee established the quantitative performance measures and goals for the first year of shares equal to $300,000, or 2,198 shares, which was determined by using the specified economic grant date value and the most recent fiscal quarter closing average price share of Nordson common stock immediately preceding the hire date and rounding to the nearest whole share.

Other than utilizing a more normalized tax rate and excluding the financial benefits inured to the Company by the Act in calculating the diluted earnings per share for 2019 and 2018, no discretion was exercised by the Committee to increase or decrease the formulaic incentive award payouts to the named executive officers.

In-Progress2022-2024 Performance Share Incentive AwardsAward. The measures, as weighted, and performance goals for 2022 are reflected below:

Performance Measure

    Weight        Threshold        Target        Maximum    

EPS Growth

 40% 0% 8% 16% 

ROIC

 30% 8% 12% 18% 

EBITDA Margin

 30% 23% 28% 32% 

Performance goals for 2023 and 2024 will be determined by the Compensation Committee, which will set financial goals at the beginning of each respective fiscal year. Attainment for each year will be determined at the end of each fiscal year, and overall attainment for the three-year performance period will be determined based on the average performance achieved across each of the three years.

We granted performance share units to our executive officers on November 22, 2021. The award share valuation on the grant date was $260.60. In connection with his promotion and the Segment Realignment, the Compensation Committee granted Mr. Lovass a special promotional Performance Share Incentive Award on August 1, 2022 to recognize Mr. Lovass’ promotion to a segment leader responsible for delivering segment results for the company and to further align his long-term award with our shareholder interests. The award share valuation on Mr. Lovass’ grant date was $221.94.

Nordson Corporation – 2023 Proxy Statement   |   55


The following tables summarizetable provides information regarding the key elements and share payout opportunities for each of the named executive officers on a cumulative basis at threshold, target, and maximum performance for the 2018-2020 and 2019-2021 Performance Share Incentive Awards.

2018-2020 Performance Share Incentive Award2022-2024 performance period:

 

Performance Measure

  Threshold  Target  Maximum     

Cumulative Diluted Earnings Per Share Growth

    2%    8%    14%  

Cumulative Revenue Growth

    2%    5%    8%  

Grant Date

  

Grant Date

Share
Price

  

Threshold
Payout

(# Shares)

  

Target
Payout

(# Shares)

  

Maximum
Payout

(# Shares)

  

Target Earned

Date

  Actual Payout

11/20/2017

  $127.67  11,950  23,900  47,800  October 31, 2020  Not determined

08/01/2019

(Nagarajan only)

  $138.53  1,978  3,956  7,912  October 31, 2020  Not determined

Named Executive Officer

Threshold

Payout

(# Shares)

Target

Payout

(# Shares)

Maximum

Payout

(# Shares)

Target Earned

Date

Actual Payout

Sundaram Nagarajan

 3,800 7,600 15,200October 31, 2024 Not determined

Joseph P. Kelley

 1,091 2,181 4,362October 31, 2024 Not determined

Jeffrey A. Pembroke

 881 1,762 3,524October 31, 2024 Not determined

Stephen P. Lovass(1)

 768 1,536 3,072October 31, 2024 Not determined

Jennifer L. McDonough

 210 839 1,678October 31, 2024 Not determined

 

(1)

Nordson Corporation – 2020 Proxy StatementFor Mr. Lovass the table above reflects the number of performance share units granted on November 22, 2021 and the number of performance share units granted on August 1, 2022 in connection with the Segment Realignment as discussed above.

|  53


2019-2021 Performance Share Incentive Award

Performance Measure

  Threshold   Target   Maximum 

Cumulative Diluted Earnings Per Share Growth

   2   8%   14

Cumulative Revenue Growth

   2   5%   8

Grant Date

  

Grant Date

Share
Price

  

Threshold
Payout

(# Shares)

  

Target
Payout

(# Shares)

  

Maximum
Payout

(# Shares)

  

Target Earned

Date

  Actual Payout

11/26/2018

  $124.90  11,450  22,900  45,800  October 31, 2021  Not determined

08/01/2019

(Nagarajan only)

  $138.53  2,784  5,567  11,134  October 31, 2021  Not determined

Stock Options

Except for Mr. Nagarajan, we2022 Stock Options – Grant of Award

We granted stock options for 2022 to our executive officers on November 26, 2018, at the same time we granted stock options to other key employees under our Key Employee Stock Option Program. We have historically granted stock options22, 2021 during the Compensation Committee’s November meeting, which is scheduled at the same time this year, to permitpermits us to verify prior fiscal year performance results, to determine incentive award payouts, and to set compensation, awards, and performance measures and goals for the next fiscal year. We did not grantIn connection with his promotion and the Segment Realignment, the Compensation Committee granted Mr. Lovass a special promotional stock optionsoption award on August 1, 2022 to recognize Mr. Nagarajan in 2019.Lovass’ promotion to a segment leader responsible for delivering segment results for the company and to further align his long-term award with our shareholder interests.

The following table provides information regarding the stock options granted to our named executive officers for 2019:2022:

 

Named Executive Officer

  Options Granted (#)   Grant Date
Fair Value ($)
  (1)
       

Sundaram Nagarajan

   None      

Gregory A. Thaxton

   11,800    392,342  

John J. Keane

   11,700    389,017  

Gregory P. Merk

   8,800    292,594  

Jeffrey A. Pembroke

   8,300    275,969  

Michael F. Hilton

   51,400    1,709,014  

Named Executive Officer

Options

Granted (#)

Grant Date

Fair Value ($) (1)

Sundaram Nagarajan

 31,000 2,475,660

Joseph P. Kelley

 8,953 714,987

Jeffrey A. Pembroke

 7,231 577,468

Stephen P. Lovass(2)

 5,932 464,364

Jennifer L. McDonough

 3,994 318,961

 

(1)

The grant date fair value was determined using the Black-Scholes option pricing model on the date of grant. The actual value of stock option awards will be determined by the value of our common shares on the date of exercise.

(2)

For Mr. Lovass, the table above reflects the number of stock options granted on November 22, 2021 and the number of stock options granted on August 1, 2022 in connection with the Segment Realignment as discussed above.

Restricted SharesShare Units

Except2020 Continuation Award – Calculation of Payout

The performance period for Mr. Nagarajan, wethe special, one-time continuation equity award (the “Continuation Award”) granted to certain members of management ended on October 31, 2022. As established by the Compensation Committee, the Continuation Award had a two-year cliff vesting schedule with gateway performance metrics as follows:

Measure

    Gateway  

2021 Average ROIC

8%

2022 Average ROIC

8%

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To determine payout of the Continuation Award, the Compensation Committee certified performance for the gateway performance metric as follows:

Measure

GatewayActual

Payout

(% of Target)

2021 Average ROIC

 8% 17% 100%

2022 Average ROIC

 8% 19% 100%

The following sets forth information with respect to the vested Continuation Award before payment of any applicable withholding tax and broker commissions:

 Continuation Award
Awarded on November 24, 2020
Vested on November 24, 2022

Named Executive Officer

Number of Shares
Acquired
Value
Realized

Sundaram Nagarajan

 5,095$1,194,268

Joseph P. Kelley(1)

  

Jeffrey A. Pembroke

 2,548$597,251

Stephen P. Lovass

 1,783$417,935

Jennifer L. McDonough(1)

  

(1)

Neither Mr. Kelley nor Ms. McDonough received a Continuation Award because each of their compensation packages at hire, on July 6, 2020 and on November 1, 2021, respectively, reflected our retention and incentivization goals given the challenges faced by the Company.

2022 Restricted Share Unit – Grant of Award

We granted restricted sharesshare units to our executive officers on November 26, 2018.22, 2021. The award share pricevaluation on the grant date was the closing share price on November 26, 201822, 2021$124.90$267.51. Upon her hire, the Compensation Committee also granted Ms. McDonough a special restricted share unit award on November 8, 2021. The award share valuation on Ms. McDonough’s grant date was $262.08. Finally, in connection with his promotion and the Segment Realignment, the Compensation Committee granted Mr. Lovass a special promotional restricted share unit award on August 1, 2022 to recognize Mr. Lovass’ promotion to a segment leader responsible for named executive officers. We did notdelivering segment results for the company and to further align his long-term award with our shareholder interests. The award share valuation on Mr. Lovass’ grant restricted shares to Mr. Nagarajan in 2019.date was the closing share price on August 1, 2022—$230.50

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The following table provides information regarding the restricted share awardsunits granted to our named executive officers for 2019:2022:

 

Named Executive Officer

  Restricted
Shares
Granted (#)
  Grant
Date
Value  ($)

Sundaram Nagarajan

        —          —

Gregory A. Thaxton

  1,500  187,350

John J. Keane

  1,500  187,350

Gregory P. Merk*

  1,100  137,390

Jeffrey A. Pembroke*

  1,000  124,900

Michael F. Hilton

  6,400  799,360

Named Executive Officer

Restricted
Share Units
Granted

(#)

Grant

Date

Value ($)

Sundaram Nagarajan

 3,800 1,016,538

Joseph P. Kelley

 1,090 291,586

Jeffrey A. Pembroke

 881 235,676

Stephen P. Lovass(1)

 768 197,972

Jennifer L. McDonough(2)

 1745 459,974

 

*(1)

AsFor Mr. Lovass the table above reflects the amount of restricted share units granted November 22, 2021 and the amount of restricted share units granted on August 1, 2022 in connection with the Segment Realignment as discussed below, Messrs. Merk and Pembroke were each granted additional restricted shares in our effort to retain our top executive talent.above.

(2)

For Ms. McDonough the table above reflects the amount of restricted share units granted November 8, 2021 in connection with her hire and the restricted share units granted November 22, 2021 as discussed above.

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In addition to the restricted grants made above, Messrs. Merk and Pembroke were each granted 6,408 restricted shares on February 28, 2019. These grants were made to retain our top executive talent. The share price on the grant date was the closing price on February 28, 2019 – $135.76. These additional restricted shares will vest at the end of atwo-year period and cannot be transferred until vesting.


Other Components of our Executive Compensation Program

In addition to base salary, the Annual Cash Incentive Award, and long-term equity-based incentive awards, we offer other forms of compensation, including: (i) executive perquisites; (ii) welfare and retirement benefits; and(iii) change-in-control benefits.

Executive Perquisites

We provide limited and modest perquisites to each of our executive officers to promote the business objectives described below. We also use these perquisites to provide a competitive executive compensation program, which allows us to attract and retain top executive talent.

 

  

Business Clubs.    We do not reimburse any executive officer for fees or dues associated with personal country club memberships. We reimbursed Messrs. Hilton andMr. Nagarajan for one private business club membership each to encourage entertainment of business colleagues and customers, engaging in social interaction with peers from other companies, local leadership in the community, and holding business meetings at a convenient offsite location. In addition, we provide all executive officers with the opportunity for memberships in up to two airline travel clubs that allow them to be more productive when traveling on commercial airlines.

 

  

Financial, Estate, and Tax Planning and Preparation.    We pay for financial, estate, and tax planning and preparation fees and expenses. The maximum amount is $5,000 for each named executive officer per calendar year. We provide this perquisite to assist our executive officers in obtaining financial counseling, enabling them to concentrate on business matters rather than on personal financial planning. Pursuant to Mr. Nagarajan’s employment agreement, we paid $12,390 for attorneys’ fees incurred in reviewing Mr. Nagarajan’s employment contract. In addition, pursuant to the amendment to Mr. Hilton’s employment agreement, we paid $2,560 for attorneys’ fees incurred in reviewing the amendment.

 

  

Executive Physicals.    We pay for annual physicals for our executive officers. We provide this benefit to preserve our investment in our executive officers by encouraging them to maintain healthy lifestyles and be proactive in their preventative healthcare.

 

  

Relocation Expense Reimbursement.    We maintain a general relocation policy under which the Company provides reimbursement for certain relocation expenses to certain key new employees and to employees whose job

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function requires relocation. We believe it is important to maintain market competitive relocation benefits in order to fill positions that are critical to Nordson’s business needs. Mr. Nagarajan’s relocation assistance included the incremental cost paid or incurred by us for Mr. Nagarajan’s relocation from Illinois to Ohio, including home sale and home repurchase assistance, shipment of household goods, duplicate housing costs, lump sum relocation allowance and $100,000 for the cash loss on the sale of his primary residence based on the original purchase price. The cash loss of $100,000 was grossed up for tax purposes.

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Welfare and Retirement Benefits

The following summarizes the welfare and retirement benefits available to our named executive officers:

 

Qualified Defined Contribution 401(k) Plan

 

•  Our named executive officers are eligible to participate in a Company-sponsored 401(k)tax-qualified retirement savings plan for all U.S.-based employees.

 

•  We match employee contributions $0.50 on the dollar for the first 6% of contributed compensation. Employee contributions to the 401(k) Plan vest immediately, while matching contributions vest in increments based on years of service, with participants being fully vested after three years of service.

 

 
Non-Qualified Deferred Compensation Plan

 

•  We maintain anon-qualified, unfunded, and unsecured deferred compensation plan for the benefit of eligible management employees whose benefits under the 401(k) Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code.

 

•  Participants are able tomay defer up to 100% of their base salary and Annual Cash Incentive Award payout, and up to 90% of their Performance Share Incentive Award payout.

 

 
Defined Benefit Pension Plan

 

•  OurCertain of our named executive officers participate in a Company-sponsoredtax-qualified pension plan for U.S.-based salaried employees. The pension plan is designed to work together with social security benefits to provide employees with 30 years of service retirement income that is approximately 55% of eligible compensation, subject to the Internal Revenue Code maximum monthly benefit. We closed our defined benefit pension plan to new participants in 2021.

 

 
Excess Defined Benefit Pension Plan

 

•  We maintain a supplemental executive retirement benefit restoration plan which is an unfunded,non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible participants as a replacement for those retirement benefits limited by regulations under the Internal Revenue Code.

 

•  Together, the defined benefit pension plan and excess defined benefit pension plan are intended to provide our named executive officers who participate in them with retirement income at a level equivalent to that provided to other employees under the defined benefit pension plan.

 

•  Additionally, pursuant to the employment agreement that was negotiated at the time he was hired, as CEO, Mr. Nagarajan is entitled to an individual nonqualified pension benefit (the “Supplemental Individual Pension Benefit”), which will make up for benefits that he may forfeit under ourtax-qualified defined benefit pension plan if his employment terminates prior to vesting under the pension plan in certain circumstances. In particular, the Supplemental Individual Pension Benefit will treat Mr. Nagarajan as if he were fully vested in ourtax-qualified defined benefit pension plan, solely in the event of his death, disability, involuntary termination without cause or termination for good reason (whether or not in connection with ana change in control of Nordson), prior to becoming 100% vested under the pension plan.

No other named executive officer is entitled to the Supplemental Individual Pension Benefit.

 

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Severance Agreements

Messrs.Mr. Nagarajan and Hilton areis the only executive officersofficer for whichwhom we have any obligation to pay severance other than following achange-in-control.2 As part of the negotiated employment agreements with Messrs. Hilton and Nagarajan, we We have agreed to provide eachMr. Nagarajan with cash severance and other benefits in the event their respectivehis employment is terminated by us without “Cause” or eitherhe terminates his employment with us for “Good Reason” (each such term as defined in the respectivehis employment agreements)agreement).

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Upon a termination by us without Cause or by Mr. Nagarajan for Good Reason, in addition to payment of any accrued and unpaid compensation and benefits, Mr. Nagarajan would be entitled to post-termination payments and benefits as follows:

 

a lump sum cash payment equal to two (2) times the sum of his annual base salary and his target cash incentive opportunity;

 

apro-rata payout of his Annual Cash Incentive Award, based on actual performance;

 

apro-rata payout of long-term performance share incentive awards granted to Mr. Nagarajan for any performance period(s) not completed on the date of termination, based upon actual performance in each such applicable performance period, as determined at the end of the applicable performance period;

 

continuation of vesting for stock options in accordance with the normal vesting schedule;

 

full vesting of restricted share unit awards; and

 

continuation of health care and welfare benefits for a period of twenty-four (24) months following the date of termination; and

 

immediate vesting of Mr. Nagarajan’s benefits under the Supplemental Individual Pension Benefit, if the triggering event occurs within the first five years of his employment.

We will notgross-up any tax imposed upon any payment received by Mr. Nagarajan under his employment agreement.

Our obligation to Mr. Hilton, had there been a termination by us without Cause or by Mr. Hilton for Good Reason prior to his retirement from the Company, in addition to payment of any accrued and unpaid compensation and benefits, would have been post-termination payments and benefits as follows:

an amount equal to two (2) times the sum of his annual base salary and the greater of (x) ninety percent (90%) of his annual base salary or (y) his target cash incentive opportunity;

apro-rata payout of his Annual Cash Incentive Award, based on actual performance;

apro-rata payout of long-term performance share awards granted to Mr. Hilton for any performance period(s) not completed on the date of termination, based upon actual performance in each such applicable performance period, as determined at the end of the applicable performance period;

full vesting of restricted share awards; and

continuation of health care and welfare benefits for a period of twenty-four (24) months following the date of termination.

We would not have providedgross-up of any tax imposed upon any payment that would have been received by Mr. Hilton.

2

The Company’s obligations to Mr. Hilton under his employment agreement, including the terms of severance, ceased as of December 31, 2019 in connection with his retirement.

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Change-in-Control

We believe that the occurrence, or potential occurrence, of achange-in-control transaction in which we are the target could create substantial uncertainty regarding the continued employment of our executive officers. Therefore, we have entered intochange-in-control retention agreements with our executive officers that provide severance and other benefits in the event of a qualifying termination within two years following achange-in-control. The primary purpose of these agreements is to keep senior executivesexecutive officers focused on pursuing all corporate transaction activity that is in the best interests of shareholders, regardless of whether those transactions may result in their own job loss. The Compensation Committee has determined thatchange-in-control retention agreements executed after November 1, 2015, including the agreement executed with Mr. Nagarajan, will not provide for“gross-up” payments to cover any federal excise taxes that may be owed onchange-in-control severance payments and benefits.Change-in-control retention agreements executed prior to November 1, 2015, which do provide for agross-up for any excess federal excise taxes that may be owed on change in control-related severance payments and benefits, remain in effect.

Severance and Other Benefits

Severance benefits payable underchange-in-control retention agreements are conditioned upon the occurrence of a “double trigger” event (meaning there must be both achange-in-control of the Company and, within the following 24 months, a termination of employment by either the Company without Cause, or by the officer for Good Reason, as defined in the respectivechange-in-control retention agreements). We opted for a double-trigger, rather than a “single trigger” that provides for severance payments solely on the basis of achange-in-control, because a double trigger is consistent with the purpose of encouraging the continued employment of the executive officer following achange-in-control.

In the event of achange-in-control and a qualifying termination of employment, an executive officer will be entitled to receive:

 

accrued but unpaid compensation, including apro-rata payout of the Annual Cash Incentive Award;

 

a lump sum cash payment in an amount equal to two (2) times the sum of (x) annual base salary in effect at the time of termination of employment plus (y) target Annual Cash Incentive Award opportunity for the year in which termination of employment occurs;

 

continuation of coverage for the executive officer and his or her eligible spouse and dependents under the Company’s group health plans, life insurance, accidental death and dismemberment, pension, disability and tax and financial planning plans for the lesser of 24 months following termination of employment or until the date he or she becomes covered under similar benefit plans;

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tax and financial planning plans for the lesser of 24 months following termination of employment or until the date he or she becomes covered under similar benefit plans;

 

professional outplacement services; and

 

for eligible executives, two additional years of age and two additional years of service credit under the Company-sponsored qualified andnon-qualified pension plans, the benefit being paid from the Excess Defined Benefit Pension Plan.

Treatment of Share-based Awards

To provide our executive officers with the same opportunity as our shareholders to realize the value created by achange-in-control, the shareholder-approved Amended and Restated 20122021 Nordson Corporation Share and Incentive Award Plan historically has providedgenerally provides for full vesting of all outstanding share-based awards upon achange-in-control. However, effective for awards granted under that plan after December 27, 2017, equity awards generally will vest on a “double-trigger” basis in the event of achange-in-control and a qualifying termination of the participant’s employment.

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Additional Compensation Policies

Executive Share Ownership

We require share ownership by our executive officers to emphasize our executive compensation program’s objective of aligning the individual financial interests of our executive officers with the investment interests of our long-term shareholders. We require our executive officers to own the following multiples of base salary in the equivalent number of common shares:

 

Title

Ownership Requirement

Chief Executive Officer

   5 times base salary 

President (other than the Chief Executive Officer)

   3 times base salary 

Chief Financial Officer

   3 times base salary 

Other Executive Officers

   2 times base salary 

The number of shares required to be held varies according to our common share price movement. Newly elected executive officers will have up to five years to meet the ownership requirements after their election.

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Executive officers who have not satisfied the share ownership requirements by the end of the five-year period or who have not shown progress (as subjectively determined by the Compensation Committee) toward the required ownership level prior to the end of such five-year period will be expected to retain 100% of the shares acquired through exercise of options, lapse of transfer restrictions on restricted sharesshare units, or Performance Share Incentive Award payouts, net of shares withheld to cover the taxes due, until the share ownership requirement is achieved or there is progress towards the ownership requirement. We review the share ownership of each executive officer compared to the applicable share ownership guidelines, including the number of vested stock options, share equivalent units in deferred compensation plans and share ownership in the Nordson Corporation Employee Stock Ownership PlanSavings Trust and 401(k) Plan, each of which count as valid forms of share ownership under the ownership guidelines. As of October 31, 2019,December 30, 2022, except for Mr. Nagarajan and Ms. McDonough, all named executive officers met or exceeded their respective ownership guidelines. Each of Mr. Nagarajan and Ms. McDonough has five years from their respective appointments on August 1, 2019, and November 1, 2021 in which to achieve his or her share ownership requirement. Actual share ownership of our named executive officers is shown in the table below:

Named Executive Officer

Ownership

Requirement as a

Multiple of Salary

Ownership

Requirement

($)

Current Share

Ownership

Market Value  ($)(1)

Sundaram Nagarajan

5$4,875,000$4,794,575

Joseph P. Kelley

3$1,629,000$1,882,425

Jeffrey A. Pembroke

2$1,040,000$3,400,188

Stephen P. Lovass

2$928,000$1,547,986

Jennifer L. McDonough

2$890,000$516,645

(1)

Market Value was calculated by multiplying the closing price of our common shares on December 30, 2022 – $237.72 per share – by the total number of shares owned (owned outright, owned indirectly, owned jointly, vested deferred share equivalent units, and unvested restricted share units).

Anti-Pledging/Anti-Hedging Policy

We prohibit directors and executive officers from pledging Nordson common shares as collateral. AlsoOther types of transactions that are prohibited areinclude trading in derivative securities of Nordson’s common shares, engaging in short sales of Nordson securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Nordson securities. At this time, we do not prohibit other employees from hedging Nordson common shares or pledging Nordson common shares as collateral.

Tax and Accounting Treatment

The Committee takes into account the tax and accounting treatment of executive compensation arrangements when structuring our executive compensation program. One of those considerations is Section 162(m) of the Internal Revenue Code, which sets a limit of $1 million on the amount we can deduct for compensation paid to our “covered employees”. Historically, compensation meeting the requirements of “qualified performance-based compensation” under Section 162(m) did not count toward the $1 million limit. However, the Tax Cuts and Jobs Act, which was enacted on December 22, 2017 (the “Act”), made a number of changes to Section 162(m), generally effective for taxable (fiscal) years beginning after December 31, 2017, including the repeal of the “qualified performance-based compensation” exemption and the expansion of the definition of “covered employees” (for example, by including both the chief financial officer and certain former named executive officers as covered employees).

Prior to the Act, our general philosophy had been to attempt to qualify compensation for tax deductibility under Section 162(m) of the Internal Revenue Code, wherever we deemed appropriate, recognizing that, under certain circumstances, the limitations may be exceeded. Historically, treatment as “qualified performance-based compensation” was sought to the extent practicable and only to the extent that it was consistent with our overall compensation objectives. However, due to uncertainties regarding the scope of relief under the Act, there can be no guarantee that any compensation paid to our covered employees in excess of $1 million will be or remain exempt from Section 162(m).

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In any event, the Committee retains full discretion to construct compensation packages that will best attract, retain, and reward successful executive officers. Therefore, the Committee may award compensation that is not fully deductible under Section 162(m) if the Committee believes it will contribute to the achievement of our business objectives.

Equity Grant Policy

We grant equity on a consistent schedule, generally at the first Compensation Committee meeting following the end of the fiscal year. We do not grant performance share units, stock options, or restricted sharesshare units to our executive officers in anticipation of the release of significant earnings announcements or other materialnon-public information likely to result in changes to the price of our common shares. Similarly, we do not time the release of materialnon-public information based on equity award grant dates. Awards generally are effective on the date that we grant the award. The Compensation Committee may also make occasional grants of stock options and other equity-based awards at other times to recognize, retain or recruit executive officers and key employees. We have delegated limited authority to the Chief Executive Officer to grant equity awards, excluding awards made to executive officers. Equity awards granted by the Chief Executive Officer in any quarter will be effective the first day of the month following public disclosure of quarterly earnings for that quarter.

Incentive Compensation Forfeiture (Clawback) Policy

We have a formal “clawback” policy for incentive awards that is broader in its reach than that imposed by Section 304 of the Sarbanes-Oxley Act. Under the policy, we may require our executive officers to repay cash-based incentive compensation and/or equity incentive awards in the event of a material restatement of the

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consolidated financial statements of the Company, other than any restatement required pursuant to a change in applicable accounting rules. Recovery is limited to amounts paid or realized by an executive officer during the three-year period preceding the date that we are required to prepare a restatement.

Additionally, our Board, of Directors, upon the Compensation Committee’s recommendation, may, to the extent permitted by law and to the extent it determines that it is in our best interests to do so, require reimbursement or payment by the executive officer to the Company of equity-based compensation and performance-based compensation in an amount determined by the Board of Directors to be attributable to: (i) conduct that violates our Code of Ethics and Business Conduct, or (ii) willful misconduct or fraud that causes harm to the Company.

The Compensation Committee will revise the policy as appropriate oncein accordance with the final rules arerecently issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act.Act and the forthcoming Nasdaq listing standards.

 

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COMPENSATION COMMITTEE REPORT

We have reviewed and discussed with management the Executive Compensation Discussion and Analysis that appears in this Proxy Statement. Based on such review and discussion, we recommended to the Board of Directors that the Executive Compensation Discussion and Analysis be included in the Company’s definitive Proxy Statement on Schedule 14A and incorporated by reference into the Company’s 20192022 Annual Report, each as filed with the SEC.

Compensation Committee,

Mary G. Puma,Victor L. Richey, Jr., Chair

Lee C. Banks

Michael J. Merriman, Jr.

Victor L. Richey, Jr.Mary G. Puma

January 17, 2020[    ], 2023

The above Compensation Committee Report does not constitute soliciting material and should not be deemed filed with the SEC or subject to Regulation 14A or 14C (other than as provided in Item 407 of RegulationS-K) or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information in this Report be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act. If this Report is incorporated by reference into the Company’s Annual Report on Form10-K, such disclosure will be furnished in such Annual Report on Form10-K and will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

 

Nordson Corporation – 2020

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RISKS RELATED TO EXECUTIVE COMPENSATION POLICIES AND PRACTICES

The Compensation Committee believes that the design of the executive compensation program as outlined in the “Compensation“Executive Compensation Discussion and Analysis” places emphasis on long-term incentives and competitive base salaries. While the Annual Cash Incentive Award is tied to short-term performance, the Compensation Committee concluded that emphasis on long-term incentives appropriately balances risk and management’s motivations for our long-term success, including share price performance, with the interests of our long-term shareholders. Although our executive compensation program is designed to pay for performance and provide incentive-based compensation, the incentive-driven elements of our executive compensation program contain various mitigating features that are designed to discourage management from taking unnecessary risks in managing the business that could maximize short-term results at the expense of long-term value.

The Compensation Committee has the authority to set performance measures and goals, monitor performance, and to exercise negative discretion in determining incentive award payouts to our executive officers.

We believe that our compensation policies and practices do not encourage our executive officers to take excessive or unnecessary risks and are not reasonably likely to have a material adverse effect on the Company.

The table below summarizes the risk mitigation factors applicable to the primary elements of the Company’s executive compensation program.

 

Base Salary Risk Mitigation Factors

 

Fixed Amount.Base salary does not encourage risk-taking as it is a fixed amount.

 

Small Percentage of Total Compensation.Base salary is a relatively small percentage of total direct compensation for executive officers.

 

 
Annual Cash Incentive Award Risk Mitigation Factors

Multiple Performance FactorsFactors..The Annual Cash Incentive Award features multiple quantitative performance measures that encourage executives to focus on the overall strength of the business rather than a single financial measure.

 

Award CapCap..Awards payable to any individual are capped.

 

Management ProcessesProcesses..Board and management processes are in place to oversee risks associated with the Annual Cash Incentive Award, including, but not limited to, monthly and quarterly business performance reviews by management and regular business performance reviews by the Board of Directors and the Audit Committee.

 

Clawback ProvisionProvision..Robust forfeiture (“clawback”) terms accompany cash-based incentive awards for our executive officers.

 

 
Long-Term Equity Compensation Risk Mitigation Factors

 

Share Ownership GuidelinesGuidelines..Share ownership guidelines align the executive interests with those of our long-term shareholders.

 

Vesting Schedule OverlapsOverlaps..The vesting schedules for long-term incentives overlap and, therefore, reduce an executive officer’s motivation to maximize performance in any one period.

 

Service-based VestingVesting..Service-based vesting aligns with long-term shareholder interests.

 

Anti-Hedging/Anti-Pledging PolicyPolicy..The Company’s anti-hedging policy prohibits directors and our executive officers from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of our common stock, including prepaid variable forward contracts, equity swaps, collars, and exchange funds. Our anti-pledging policy prohibits our directors and executive officers from pledging our common stock as collateral.

 

Clawback ProvisionProvision..Robust forfeiture (“clawback”) terms accompany equity-based awards for our executive officers.

 

 

 

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SUMMARY COMPENSATION FOR FISCAL YEAR 20192022

All references in this section to years are references to fiscal years unless otherwise noted. Our fiscal year ends October 31.

The following narratives, tables, footnotes, and supplemental tables present the components of compensation for our named executive officers for the fiscal year ended October 31, 2019.2022. The individual components of the compensation reflected in the Summary Compensation Table (“SCT”) for 20192022 and the prior two fiscal years are:

 

  

Salary.    Base salary earned by a named executive officer. Any amount of base salary deferred by a named executive officer is identified in footnote 1 to the“Non-Qualified Deferred Compensation” table.

 

  

Bonus.    We did not award any discretionary cashA one-time signing bonus was paid to any named executive officer.Ms. McDonough in connection with the commencement of her employment on November 1, 2021 in lieu of a bonus forfeited from her former employer.

 

  

Stock Awards.    The awards disclosed in the “Stock Awards” column consist of restricted share unit awards and performance share incentive awards for the 2019-2021, 2018-2020,2022-2024, 2021-2023, the modified 2020-2022 performance periods, and 2017-2019 performance periods.the Continuation Award. The calculations are based upon the grant date fair value of restricted sharesshare units and performance share units as calculated under FASB ASC Topic 718 for 2019, 2018,2022, 2021, and 2017.2020. Details about the performance share incentive awards made during 20192022 are included in the narrative accompanying the “Grants of Plan-Based Awards” table below. For performance share incentive awards, grant date fair value disclosed in the SCT is based on the level at which the award is expected to pay out, rather than at the maximum possible payout. The grant date fair value at maximum payout appears in a footnote to the table.

 

  

Option Awards.    The awards disclosed in the “Option Awards” column consist of option awards for our common stock. The award amounts represent the grant date fair value of stock options as calculated under FASB ASC Topic 718. Details about the option awards made during 20192022 are included in the narrative accompanying the “Grants of Plan-Based Awards” table.

 

  

Non-Equity Incentive Plan Compensation.    The amounts disclosed under the“Non-Equity Incentive Plan Compensation” column represent compensation earned under the Annual Cash Incentive Award. Further information concerning the Annual Cash Incentive Award may be reviewed in the Executive Compensation Discussion and Analysis section of this Proxy Statement under the caption “Elements of Compensation.”

 

  

Change in Pension Value andNon-Qualified Deferred Compensation Earnings.    The amounts disclosed in the “Change in Pension Value andNon-Qualified Deferred Compensation Earnings” column represent any actuarial increase during the fiscal year in the pension value provided under our qualified defined benefit pension plan andnon-qualified excess defined benefit pension plan. We do not pay above-market or preferential rates on thenon-qualified deferred compensation of our named executive officers. A narrative discussion of our defined benefit pension plan and excess defined benefit pension plan accompanies the “Pension Benefits” table.

 

  

All Other Compensation.    The amounts disclosed in the “All Other Compensation” column include the combined value of each named executive officer’s perquisites, our matching contributions to the qualified deferred compensation 401(k) plan andnon-qualified deferred compensation plan and other noted payments.

 

Nordson Corporation – 2020

66   |   Nordson Corporation – 2023 Proxy Statement

|  63


Summary Compensation Table For Fiscal Year 2022

In this section we provide certain tabular and narrative information regarding the compensation of our named executive officers for 2019.2022, 2021, and 2020 (as applicable).

 

Name and

Principal Position

 Fiscal
Year
  Salary(1)
$
  Bonus
$
  Stock
Awards
(2)
$
  Option
Awards
(3)
$
  Non-Equity
Incentive Plan
Compensation
(4)
$
  

Change in
Pension Value

& Non-
Qualified
Deferred
Compensation
Earnings
(5)

$

  

All Other
Compensation
(6)

$

  

Total

$

 

Sundaram Nagarajan

President and Chief

Executive Officer

  2019   212,500      788,621      212,500   69,136   241,066   1,523,824 
  2018                         
  2017                         

Gregory A. Thaxton

Executive Vice

President and Chief

Financial Officer

 

 

 

2019

 

 

 

485,000

 

 

 

 

 

 

547,710

 

 

 

392,342

 

 

 

260,081

 

 

 

1,679,874

 

 

 

50,994

 

 

 

3,416,001

 

 

 

2018

 

 

 

470,000

 

 

 

 

 

 

586,967

 

 

 

435,170

 

 

 

384,930

 

 

 

47,260

 

 

 

37,854

 

 

 

1,962,181

 

 

 

 

2017

 

 

 

 

 

 

450,000

 

 

 

 

 

 

 

 

 

 

 

 

567,270

 

 

 

 

 

 

423,951

 

 

 

 

 

 

397,215

 

 

 

 

 

 

407,504

 

 

 

 

 

 

42,123

 

 

 

 

 

 

2,288,063

 

 

 

John J. Keane

Executive Vice

President

  2019   470,000      547,710   389,017   285,572   1,452,191   47,895   3,192,385 
  2018   455,000      586,967   435,170   339,203      32,662   1,849,002 
  2017   435,000      567,270   423,951   395,850   161,304   38,577   2,021,952 

Gregory P. Merk

Executive Vice

President

  2019   435,000      401,654   292,594   230,724   1,134,926   27,522   2,522,420 
  2018   420,000      430,967   313,322   337,428      24,764   1,526,481 
  2017   403,000      425,453   302,822   351,799   364,368   23,766   1,871,207 

Jeffrey A. Pembroke

Executive Vice

President

  2019   432,000      365,140   275,969   211,162   728,979   36,554   2,049,805 
  2018   415,000      380,743   292,434   389,789   37,374   38,794   1,554,134 
  2017   403,000      264,726   196,834   301,444   181,553   31,918   1,379,475 

Michael F. Hilton

Former President and

Chief Executive Officer

  2019   945,000      2,324,884   1,709,014   675,675   1,276,703   111,133   7,042,409 
  2018   925,000      2,509,619   1,942,599   1,082,250   454,746   82,876   6,997,090 
  2017   875,000      2,347,868   1,829,045   1,103,375   505,485   87,542   6,748,315 

Name and

Principal Position

 

Fiscal

Year

  

Salary

$(1)

  

Bonus

$

  

Stock

Awards

$(2)

  

Option

Awards

$(3)

  

Non-Equity

Incentive Plan

Compensation

$(4)

 

Change in

Pension Value

& Non-

Qualified

Deferred

Compensation

Earnings

$(5)

 

All Other

Compensation

$(6)

 

Total

$

 

Sundaram Nagarajan

President and Chief Executive Officer

  2022   900,000      2,997,098   2,475,660  1,670,400 327,553   61,402  8,432,113   
  2021   870,000      5,830,079   1,970,346  1,740,000 239,445   49,669  10,699,539   
  2020   882,692      2,092,522   1,628,219     353,077 290,917 103,048  5,350,475   

Joseph P. Kelley

Executive Vice President and Chief Financial Officer

 

 

2022

 

 

 

527,000

 

 

 

 

 

 

859,955

 

 

 

714,987

 

 

   733,584

 

          —

 

  31,600

 

 

2,935,688  

 

 

 

2021

 

 

 

512,000

 

 

 

 

 

 

1,344,240

 

 

 

457,502

 

 

   768,000

 

          —

 

  23,512

 

 

3,105,254  

 

 

 

2020

 

 

 

163,462

 

 

 

 

 

 

1,786,069

 

 

 

1,101,518

 

 

     49,038

 

          —

 

          —

 

 

3,100,087  

 

         
         

Jeffrey A. Pembroke

Executive Vice President

  2022   500,000      694,854   577,468     657,650           —   29,319  2,459,290   
  2021   481,000      1,484,280   457,502     673,400 235,982   33,485  3,365,649   
  2020   478,608      481,246   373,822     112,901 465,128   30,606  1,942,310   

Stephen P. Lovass

Executive Vice President

  2022   428,250      582,635   464,364     527,081           —   32,834  2,037,913   
  2021   409,000      1,004,448   303,130     531,700           —   14,313  2,262,591   
  2020   408,231    317,256   248,782     103,475           —   12,531  1,090,275   

Jennifer L. McDonough

Executive Vice President

  2022   425,000   250,000   1,000,155   318,961     473,280           — 102,018  2,569,413   
  2021                          —           —           —  —   
  2020                          —           —           —  —   

 

(1)

The respective salary earned for each officer in fiscal year 2020 is higher than the base amount because an extra pay period occurred (27 pay periods versus 26) during fiscal year 2020 (except Mr. Kelley’s salary which is lower because his hire date was July 6, 2020). This column also includes amounts of base salary deferred into the 2005 Deferred Compensation Plan.deferred. These deferrals are noted in footnote 1 to the“Non-Qualified Deferred Compensation” table.

 

(2)

This column representsincludes the grant date fair value of restricted sharesshare units and performance share units as calculated under FASB ASC Topic 718. The grant date fair value disclosed for performance share incentive awards for fiscal year 2020 is based on target performance.performance and for fiscal year 2021 and 2022 it is also based on target performance but the value is slightly greater than the stock price on the date of grant due to the use of the Monte Carlo simulation model to determine the grant date fair value for part of the award. The maximum performance share incentive award amount with respect to each of the named executive officersfor 2022 awards is shown in the table below. The assumptions made in valuing share awards reported in this column for 20192022 are discussed in Note 1415 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form10-K for 2019.2022.

 

Named Executive Officer

  Fiscal
Year
   Maximum
Payout
(# Units)
   Maximum
Grant Date Fair
Value Payout
($)
 

Sundaram Nagarajan

   2019    11,134   $1,577,242 
   2018       $ 
   2017       $ 

Gregory A. Thaxton

   2019    6,000   $720,720 
   2018    6,200   $765,390 
   2017    7,200   $747,000 

John J. Keane

   2019    6,000   $720,720 
   2018    6,200   $765,390 
   2017    7,200   $747,000 

Gregory P. Merk

   2019    4,400   $528,528 
   2018    4,500   $555,525 
   2017    5,400   $560,250 

Jeff Pembroke

   2019    4,000   $480,480 
   2018    4,100   $506,145 
   2017    3,360   $348,600 

Michael F. Hilton

   2019    25,400   $3,051,048 
   2018    26,800   $3,308,460 
   2017    29,800   $3,091,750 

Named Executive Officer

Fiscal

Year

Maximum

Payout

(# Units)

Maximum

   Grant Date Fair   

Value Payout

($)

Sundaram Nagarajan

 2022 15,200 3,961,120

Joseph P. Kelley

 2022 4,362 1,136,737

Jeffrey A. Pembroke

 2022 3,524 918,354

Stephen P. Lovass

 2022 3,072 769,326

Jennifer L. McDonough

 2022 1,946 507,128

 

64  |Nordson Corporation – 2020 Proxy Statement


(3)

This column represents the grant date fair value of the stock option award as calculated under FASB ASC Topic 718 as of the respective grant date for each award. The grant date fair value was determined using the Black-Scholes valuation model. For additional information regarding such awards, see the “Grants of Plan-Based Awards” table below. The aggregate grant date fair value may not correspond to the actual value that may be recognized by the named executive officer. The actual amount, if any, realized upon the exercise of stock options will depend upon the market price of our common shares relative to the exercise price per share at the time of exercise.

 

Nordson Corporation – 2023 Proxy Statement   |   67


 

The table below lists the assumptions used to estimate the grant date fair value of stock options awarded to the named executive officers and included in this column as of October 31, 2019:2022:

 

Fiscal Year

 Number of Shares
Awarded
 Exercise Price Expected Life
(in years)
 Dividend Yield Volatility     Risk-Free  Rate    

2017

   104,900  $107.65   6.2   1.17%   0.2918   2.01%

2018

   98,200  $127.67   6.2   0.97%   0.2670   2.20%

2019

   92,000  $124.90   6.2   1.04%   0.2414   2.95%

Fiscal Year

Number of Shares
Awarded
Exercise Price

Expected Life

(in years)

Dividend YieldVolatility    Risk-Free  Rate    

2022

 55,827$267.51 6.2 0.76% 0.30627 1.47%

2022(i)

 1,283$230.50 6.1 0.89% 0.30535 2.65%

2021

 56,800$201.50 6.2 0.83% 0.3084 0.54%

2020

 77,557$165.20 6.3 1.16% 0.2453 1.68%

2020(ii)

 1,666$138.59 6.3 0.92% 0.2921 0.50%

2020(iii)

 21,317$189.72 6.3 0.87% 0.305 0.44%

 

(i)

As discussed above, Mr. Lovass was granted 1,283 stock options in connection with the Segment Realignment.

(ii)

On March 30, 2020, the Company awarded 860 stock options each to Messrs. Pembroke, and Lovass as part of the business realignment.

(iii)

The Company awarded Mr. Kelley 21,317 stock options on his hire date, July 6, 2020, as part of his negotiated compensation.

 

The assumptions listed above for individual awards differ slightly from those presented in Note 1415 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form10-K for 2019.2022. The assumptions in Note 1415 represent awards to all executive officers and key employees and grant dates during each year.

 

 

See the “Grants of Plan-Based Awards” table for information with respect to the stock options awarded in 20192022 and the “Outstanding Equity Awards” table for information with respect to the stock options awarded prior to 2019.2022.

 

(4)

The amounts in this column represent the totalnon-equity incentive plan compensation we recognizedearned by each named executive officer in the respective fiscal year under our Annual Cash Incentive Award and also include(including the portion of the Annual Cash Incentive Award payout that was deferred by our named executive officers.officers). These deferrals are noted in footnote 1 to the“Non-Qualified Deferred Compensation” table.

 

(5)

The amounts entered in this column include the aggregate change in the actuarial present value of the named executive officer’s accumulated benefits under the Nordson Corporation Salaried Employees Defined Benefit Pension Plan and Excess Defined Benefit Pension Plan. Amounts for Mr. Pembroke and Mr. Lovass are not reported in the table because the values for each decreased in 2022: for Mr. Pembroke, a decrease of $732,310 and for Mr. Lovass, a decrease of $13,334. There were no above-market or preferential earnings onnon-qualified deferred compensation. The present value amounts of the accumulated benefits were determined using assumptions discussed in Note 67 Retirement, Pension and other Post-retirement Plans in the “Notes to Consolidated Financial Statements” section of our Form10-K for 2019.2022.

 

    

The following table provides further details to the increases or (decreases) by plan for 2019:2022:

 

Named Executive Officer

  Change in Pension
Plan Value ($)
 Change in Excess
    Pension Plan  Value ($)    

Sundaram Nagarajan

    2,862   66,274

Gregory A. Thaxton

    382,558   1,297,316

John J. Keane

    347,515   1,104,676

Gregory P. Merk

    106,622   1,028,304

Jeffrey A. Pembroke

    199,341   529,638

Michael F. Hilton

    126,896   1,149,807

Named Executive Officer

Change in Pension

Plan Value ($)

Change in Excess
    Pension Plan  Value ($)    

Sundaram Nagarajan

 3,851 323,702

Joseph P. Kelley(i)

  

Jeffrey A. Pembroke

 (308,816) (423,494)

Stephen P. Lovass

 (57,014) 43,680

Jennifer L. McDonough(ii)

  

 

(i)

No pension benefits are listed for Mr. Kelley because he has not met his 5-year service requirement for vesting and is therefore not vested in the pension.

(ii)

No pension benefits are listed for Ms. McDonough because the pension was closed to new employees prior to her hire date.

68   |   Nordson Corporation – 2023 Proxy Statement


(6)

The following tables describe each component of the “All Other Compensation” column in the Summary Compensation Table:Table for 2022:

 

Named Executive Officer

 Total
Perquisites
($)
(a)
 Relocation
Expenses
($)
 Tax
Gross-Up
Related to
Relocation
Expenses
($)
 

Company
Contributions to

Tax-Qualified  and
Non-Qualified
Plans
($)

 Dividends
Related to
Share-
Based
Plans ($)
 Company
Match of
Charitable
Contributions
($)
 

Total All
Other
  Compensation  

($)

Sundaram Nagarajan

   5,000   166,989   69,077            241,066

Gregory A. Thaxton

   6,577         30,538   2,384   11,495   50,994

John J. Keane

   7,134         24,300   2,384   14,077   47,895

Gregory P. Merk

   900         24,834   1,788      27,522

Jeffrey A. Pembroke

   5,432         19,037   1,354   10,731   36,554

Michael F. Hilton

   13,094         68,210   7,689   22,140   111,133

Named Executive Officer

Total

Perquisites

($)(a)

Relocation

Expenses

($)

Tax

Gross-Up

Related to

Relocation

Expenses

($)

Company

Contributions to

Tax-Qualified and

Non-Qualified

Plans

($)

Company

Match of

Charitable

Contributions

($)

Other(b)

Total All

Other

Compensation

($)

Sundaram Nagarajan

 7,121   37,281 17,000  61,402

Joseph P. Kelley

 5,450   17,350 8,800  31,600

Jeffrey A. Pembroke

 8,646   20,673   29,319

Stephen P. Lovass

 5,070   17,163 10,000 600 32,834

Jennifer L. McDonough

 3,991 65,387 17,534 9,106 6,000  102,018

 

Nordson Corporation – 2020 Proxy Statement

|  65


 (a)

Total perquisites for 2019:2022:

 

Named Executive Officer

  Financial
Planning
($)
  Business
and Airline
Club Dues
($)
  Executive
Physicals
($)
 

Total
    Perquisites    

($)

Sundaram Nagarajan

    5,000           5,000

Gregory A. Thaxton

    3,600    1,345    1,632   6,577

John J. Keane

    5,000        2,134   7,134

Gregory P. Merk

    900           900

Jeffrey A. Pembroke

    2,500        2,932   5,432

Michael F. Hilton

    5,000    3,989    4,105   13,094

Named Executive Officer

Financial

Planning

($)

Business

and Airline

Club Dues

($)

Executive

Physicals

($)

Total

Perquisites

($)

Sundaram Nagarajan

 5,000 550 1,571 7,121

Joseph P. Kelley

 5,000 450  5,450

Jeffrey A. Pembroke

 5,000  3,646 8,646

Stephen P. Lovass

 2,200 550 2,320 5,070

Jennifer L. McDonough

   3,991 3,991

 

(b)
66  |Nordson Corporation – 2020 Proxy Statement

“Other” includes for Mr. Lovass, an annual payment for his contributions on an issued Company patent.

Nordson Corporation – 2023 Proxy Statement   |   69


GRANTS OF PLAN-BASED AWARDS

We granted the following awards to our executive officers in 2019:2022:

 

  

Annual Cash Incentive Awards The Compensation Committee establishes quantitative corporate financial and operating unit measures andsegment performance goals at the beginning of a fiscal year. Any payouts are determined by actual fiscal year performance against thepre-established corporate financial and business operatingsegment performance measures for our named executive officers that lead our businesses. These awards are referred to in the following table as “ACIA.”

 

  

Performance Share Incentive Awards The Compensation Committee establishes performance share incentive awards for executive officers based on three-year cumulative performance measures. The award is in the form of performance share units which are settled in unrestricted Nordson common shares on aone-for-one basis or share equivalent units on aone-for-one basis for payouts that are deferred. The payout will vary based upon the actual level of performance over a three-year period. However, the threshold performance level must be achieved before any payout is made. These awards are referred to in the following table as “PSIA.”

 

  

Restricted Share Unit Awards Restricted sharesshare units are awarded and represent a contingent right to receive shares, following vesting and subject to restrictions on transferability.other terms and conditions of the award. The sharesrestricted share units may not be voted, but not sold, or transferred during the restriction period.prior to settlement. Cash dividends are not paid on the restricted shares duringshare units, but are credited to the restriction period.grantee’s account and any such dividends will be accumulated and paid in cash (without interest) at the time the restricted share units become vested. Restricted sharesshare units vest generally on apro-rata basis annually each year for three years following the date of award. These awards are referred to in the following table as “RS.“RSU.

 

  

Stock Option Awards Stock options have a term of ten years, become exercisable over a four-year period at the rate of 25% per year beginning one year from the grant date, and have an exercise price equal to the closing price of our common shares on the grant date. Under the terms of award, the exercise price andtax-withholding obligations may be paid with previously owned common shares or with shares acquired upon exercise. Information with respect to each of these awards on anaward-by-award basis is set forth in the table below. These awards are referred to in the following table as “Options.”

 

Nordson Corporation – 2020

70   |   Nordson Corporation – 2023 Proxy Statement

|  67


Grants of Plan-Based Awards

The following table and footnotes present the components of the plan-based awards made to our named executive officers during 2019.

Grants of Plan-Based Awards Table2022.

 

        

Estimated Future Payouts
UnderNon-equity
    Incentive Plan Awards(1)    

  

Estimated Future Payouts
Under Equity
    Incentive Plan Awards(2)    

  

All Other
Stock
Awards:
Number of
Shares
of Stock
or Units

(#)

  

All Other
Option
Awards:
Number of
Securities
Underlying
Options

(#)

  

Exercise
or Base
Price of
Option
Awards

($/sh)

  

Grant
Date

  Fair Value  
of Stock
and
Option
Awards(3)

($)

 

Name

 Plan Grant
Date
  

Threshold

($)

  

Target

($)

  

Maximum

($)

  

Threshold

(#)

  

Target

(#)

  

Maximum

(#)

 

Nagarajan

 ACIA  8/1/2019      212,500   425,000                      
 PSIA  8/1/2019            2,784   5,567   11,134            788,621 
 RS  8/1/2019                               
 Options  8/1/2019                          $138.53    

Thaxton

 ACIA  11/26/2018   181,875   363,750   727,500                      
 PSIA  11/26/2018            1,500   3,000   6,000            360,360 
 RS  11/26/2018                     1,500         187,350 
 Options  11/26/2018                        11,800  $124.90   392,342 

Keane

 ACIA  11/26/2018   164,500   329,000   658,000                      
 PSIA  11/26/2018            1,500   3,000   6,000            360,360 
 RS  11/26/2018                     1,500         187,350 
 Options  11/26/2018                        11,700  $124.90   389,017 

Merk

 ACIA  11/26/2018   141,375   282,750   565,500                      
 PSIA  11/26/2018            1,100   2,200   4,400            264,264 
 RS  11/26/2018                     1,100         137,390 
 Options  11/26/2018                        8,800  $124.90   292,594 

Pembroke

 ACIA  11/26/2018   140,400   280,800   561,600                      
 PSIA  11/26/2018            1,000   2,000   4,000            240,240 
 RS  11/26/2018                     1,000         124,900 
 Options  11/26/2018                        8,300  $124.90   275,969 

Hilton

 ACIA  11/26/2018   472,500   945,000   1,890,000                      
 PSIA  11/26/2018            6,350   12,700   25,400            1,525,524 
 RS  11/26/2018                     6,400         799,360 
 Options  11/26/2018                        51,400  $124.90   1,709,014 

Name

       Plan         

Grant

Date

  

 

Estimated Possible Payouts

Under Non-equity

Incentive Plan Awards(1)

  

 

Estimated Future Payouts

Under Equity

Incentive Plan Awards(2)

  

All Other

Stock

Awards:

Number of

Shares

of Stock

or Units

(#)

  

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

  

Exercise

or Base

Price of

Option

Awards

($/sh)

  

Grant

Date

Fair Value
of Stock

and

Option

Awards

($)(3)

 
 

Threshold

($)

  

Target

($)

  

Maximum

($)

  

Threshold

(#)

  

Target

(#)

  

Maximum

(#)

 

Nagarajan

 ACIA  11/22/2021   450,000   900,000   1,800,000                      
 PSIA  11/22/2021            3,800   7,600   15,200            1,980,560 
 RSU  11/22/2021                     3,800         1,016,538 
 Options  11/22/2021                        31,000   267.51   2,475,660 

Kelley

 ACIA  11/22/2021   197,625   395,250   790,500                      
 PSIA  11/22/2021            1,091   2,181   4,362            568,369 
 RSU  11/22/2021                     1,090         291,586 
 Options  11/22/2021                        8,953   267.51   714,987 

Pembroke

 ACIA  11/22/2021   175,000   350,000   700,000                      
 PSIA  11/22/2021            881   1,762   3,524            459,177 
 RSU  11/22/2021                     881         235,676 
 Options  11/22/2021                        7,231   267.51   577,468 

Lovass

 ACIA  11/22/2021   141,994   283,987   567,974                      
 PSIA  11/22/2021            566   1,132   2,264            294,999 
 PSIA  8/1/2022            202   404   808            89,664 
 RSU  11/22/2021                     566         151,411 
 RSU  8/1/2022                     202         46,561 
 Options  11/22/2021                        4,649   267.51   371,269 
 Options  8/1/2022          1,283   230.50   93,094 

McDonough

 ACIA  11/22/2021   127,500   255,000   510,000                      
 PSIA  11/22/2021            487   973   1,946            253,564 
 PSIA  11/8/2021      210   839   1,678      209,504 
 PSIA  11/8/2021      210   419   838      77,113 
 RSU  11/22/2021                     487         130,277 
 RSU  11/8/2021         1,258     329,697 
  Options  11/22/2021                        3,994   267.51   318,961 

 

(1)

These columns show the estimated dollar value of the potential payout under the ACIAannual cash incentive award at threshold, target, or maximum payout levels. The Compensation Committee’s process to determine payouts under the ACIAannual cash incentive award is described in the Executive Compensation Discussion and Analysis section of this Proxy Statement under the caption “Elements of Executive Compensation.”

 

(2)

These columns show the potential number of shares to be paid out for our named executive officers under the PSIAperformance share incentive award at threshold, target, or maximum performance. The measures and potential payouts are described in more detail in the Executive Compensation Discussion and Analysis section of this Proxy Statement under the caption “Elements of Executive Compensation.” The grant date fair value, based on target performance for these performance awards, is included in the “Stock Awards” column of the Summary Compensation Table.

 

(3)

Values in this column reflect the grant date fair value for stock option awards, restricted shares,share unit awards, and PSIAsperformance share incentive awards determined in accordance with FASB ASC Topic 718. The grant date fair value of the PSIAsperformance share incentive awards are at target. The actual amounts that will be received by the named executive officer will be determined at the end of the performance period based upon our actual performance, which may differ from the performance that was probable on the grant date.

 

68  |Nordson Corporation – 2020 Proxy Statement

The calculations for the fair value of restricted share units are based upon the grant date fair value of restricted share unit awards determined using the market price of our common stock at the award date.

Nordson Corporation – 2023 Proxy Statement   |   71


    

For establishing grant date fair value of stock options,Options, we use the Black-Scholes stock option pricing model to calculate the fair value of stock options.Options. The key assumptions for the Black-Scholes valuation method include the expected life of the option,Option, stock price volatility, the risk-free interest rate, dividend yield and exercise price. The exercise price of stock optionsOptions is the fair market value of our common shares on the grant date. The following sets forth the assumptions used in the calculation of the amounts for stock optionOption awards presented in the table:table for the named executive officers:

Named Executive Officer

  11/22/2021   08/01/2022   

Expected Volatility

   0.306    0.305 

Risk-Free Interest Rate(i)

   1%    3% 

Dividend Yield

   1%    1% 

Expected Life

   6.2    6.1 

 

 a.(i)

Expected Volatility: 0.2414.

b.

Risk-Free Interest Rate: The rate available at the time the award was made onzero-coupon U.S. Government issues with a remaining term equal to the expected life: 2.95%.life.

 

c.

Dividend Yield: 1.04% based on the historical dividend yield.

72   |   Nordson Corporation – 2023 Proxy Statement

d.

Expected Life: 6.2 years.

The calculations for the fair value of restricted shares are based upon the grant date fair value of restricted share awards determined using the market price of our common stock at the award date.

Nordson Corporation – 2020 Proxy Statement

|  69


OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 20192022

The following narrative, table, and footnotes describe equity awards to our named executive officers under our Amended and Restated 2012 Nordson Corporation 2021 Stock Incentive and Award Plan that were outstanding as of the end of 2019:2022:

 

  

2018-20202020-2022 Performance Share Incentive Awards (disclosed as “2018“2020 PSIA” awards in the “Stock Awards” columns).The 2018-20202020-2022 performance period began November 1, 20172019, was modified on November 23, 2020, and concludesconcluded October 31, 2020.2022. Settlement of these awards will be in the form of unrestricted Nordson common shares on a one-for-one basis. The ultimate value of the awards will depend on the number of share units earned and the price of our common shares at the time of settlement. The awards included in this table only reflect the modified amounts.

2021-2023 Performance Share Incentive Awards (disclosed as “2021 PSIA” awards in the “Stock Awards” columns).    The 2021-2023 performance period began November 1, 2020 and concludes October 31, 2023. Settlement of these awards will be in the form of unrestricted Nordson common shares on a one-for-one basis. The ultimate value of the awards will depend on the number of share units earned and the price of our common shares at the time of settlement.

 

  

2019-20212022-2024 Performance Share Incentive Awards (disclosed as “2019“2022 PSIA” awards in the “Stock Awards” columns).The 2019-20212022-2024 performance period began November 1, 20182021 and concludes October 31, 2021.2024. Settlement of these awards will be in the form of unrestricted Nordson common shares on aone-for-one basis. The ultimate value of the awards will depend on the number of share units earned and the price of our common shares at the time of settlement. The awards included in this table only reflect the modified amounts.

Continuation Awards (disclosed as “2021 Continuation Award” awards in the “Stock Awards” columns).The Continuation Award was issued on November 24, 2020 and is conditioned upon performance during a two-year cycle ending October 31, 2022. Vesting of these awards will be in the form of unrestricted Nordson common shares on a one-for-one basis. The ultimate value of the awards will depend on meeting the gateway metric and the price of our common shares at the time of vesting.

 

  

Restricted Share Unit Awards (disclosed in the “Stock Awards” columns).    Consist of the unvested restricted sharesshare units as of October 31, 2019.2022.

 

  

Stock Option Awards (disclosed in the “Option Awards” columns).Consist of outstanding stock options awarded to our named executive officers.

 

70  |Nordson Corporation – 2020 Proxy Statement

Nordson Corporation – 2023 Proxy Statement   |   73


Outstanding Equity Awards

The following table sets forth information with respect to performance share incentive awards, restricted share unit awards and stock optionsoption awards held by our named executive officers as of October 31, 2019.2022. Dates noted below the names of the named executive officers represent award dates for stock options and restricted shares.share units.

 

 Option Awards Stock Awards Option Awards Stock Awards 
Named Executive Officer Number of
Securities
Underlying
Unexercised
Options-
Exercisable
(1)
(#)
 Number of
Securities
Underlying
Unexercised
Options-
Unexercisable
(1)
(#)
 Option
Exercise
Price
$/sh
 

Option
Expiration

Date

 

Number of
Shares or
Units of
Stock

That
Have

Not
Vested
(2)
(#)

 

Market
Value of
Shares or
Units of
Stock That
Have

Not
Vested
(2)
($)

 

Equity
Incentive
Plan

Awards:
Number of
Unearned
Shares,

Units
or Other
Rights Not
Vested
(3)
(#)

 

Equity

Incentive
Plan

Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
Not Vested
(4)
($)

 

Number of

Securities

Underlying

Unexercised

Options-

Exercisable(1)

(#)

 

Number of

Securities

Underlying

Unexercised

Options-

Unexercisable(1)

(#)

 Option
Exercise
Price
$/sh
 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock

That

Have

Not

Vested(2)

(#)

 

Market

Value of

Shares or

Units of

Stock That

Have

Not

Vested(2)

($)

 

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units

or Other

Rights Not

Vested(3)

(#)

 

Equity

Incentive
Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

Not Vested(4)

($)

 

Sundaram Nagarajan

                

2018 PSIA

             7,912 1,240,681

2019 PSIA

             11,134 1,745,923

Restricted Shares:

                

2020 PSIA (mod)

                   15,833  3,562,500 

2021 PSIA

       16,400  3,690,000 

2022 PSIA

                   15,200  3,420,000 

2021 Continuation Award

       5,095  1,146,375 

Restricted Share Units:

        

25-Nov-2019

             1,567  352,575       

23-Nov-2020

             2,734  615,150       

22-Nov-2021

             3,800  855,000       

Stock Options:

                        

Gregory A. Thaxton

        

2018 PSIA

             6,200 972,222

2019 PSIA

             6,000 940,860

Restricted Shares:

        

21-Nov-2016

         600 94,086    

20-Nov-2017

         1,067 167,316    

26-Nov-2018

         1,500 235,215    

25-Nov-2019

 20,900  20,900  165.21  11/25/2029             

23-Nov-2020

 8,775  26,325  201.50  11/23/2030             

22-Nov-2021

     31,000   267.51   11/22/2031             

Joseph P. Kelley

        

2020 PSIA (mod)

       5,665  1,274,625 

2021 PSIA

                   3,780  850,500 

2022 PSIA

                   4,362  981,450 

Restricted Share Units:

        

06-Jul-2020

             2,039  458,775       

23-Nov-2020

             620  139,500       

22-Nov-2021

             1,090  245,250       

Stock Options:

                

28-Nov-2011

 13,000   43.73 28-Nov-2021        

28-Nov-2012

 11,000   61.59 28-Nov-2022        

25-Nov-2013

 11,000   71.75 25-Nov-2023        

06-Jul-2020

 10,658  10,659  189.72  7/6/2030             

23-Nov-2020

 2,037  6,113  201.50  11/23/2030             

22-Nov-2021

  0   8,953   267.51   11/22/2031             

Jeffrey A. Pembroke

        

2020 PSIA (mod)

       3,655  822,375 

2021 PSIA

                   3,780  850,500 

2022 PSIA

                   3,524  792,900 

2021 Continuation Award

       2,548  573,300 

Restricted Share Units:

        

25-Nov-2019

             334  75,150       

30-Mar-2020

             32  7,200       

23-Nov-2020

             620  139,500       

22-Nov-2021

             881  198,225       

Stock Options:

        

24-Nov-2014

 12,200   79.66 24-Nov-2024         1,800     79.66  11/25/2024             

23-Nov-2015

 12,900 4,300 70.91 23-Nov-2025         3,200     70.91  11/23/2025             

21-Nov-2016

 7,000 7,000 107.65 21-Nov-2026         6,500     107.65  11/21/2026             

20-Nov-2017

 3,125 9,375 127.67 20-Nov-2027         8,400     127.67  11/20/2027             

26-Nov-2018

    11,800  124.90  26-Nov-2028         6,225  2,075  124.90  11/26/2028             

John J. Keane

        

2018 PSIA

             6,200 972,222

2019 PSIA

             6,000 940,860

Restricted Shares:

        

21-Nov-2016

         600 94,086    

20-Nov-2017

         1,067 167,316    

26-Nov-2018

         1,500 235,215    

Stock Options:

        

25-Nov-2013

 11,500   71.75 25-Nov-2023        

24-Nov-2014

 12,500   79.66 24-Nov-2024        

23-Nov-2015

 12,900 4,300 70.91 23-Nov-2025        

21-Nov-2016

 7,000 7,000 107.65 21-Nov-2026        

20-Nov-2017

 3,125 9,375 127.67 20-Nov-2027        

26-Nov-2018

    11,700  124.90  26-Nov-2028        

25-Nov-2019

 4,400  4,400  165.21  11/25/2029             

30-Mar-2020

 430  430  138.59  3/30/2030             

23-Nov-2020

 2,037  6,113  201.50  11/23/2030             

22-Nov-2021

  0   7,231   267.51   11/22/2031             

 

Nordson Corporation – 2020

74   |   Nordson Corporation – 2023 Proxy Statement

|  71


   Option Awards Stock Awards
  Named Executive Officer Number of
Securities
Underlying
Unexercised
Options-
Exercisable
(1)
(#)
 Number of
Securities
Underlying
Unexercised
Options-
Unexercisable
(1)
(#)
 Option
Exercise
Price
$/sh
 

Option
Expiration

Date

 

Number of
Shares or
Units of
Stock

That
Have

Not
Vested
(2)
(#)

 

Market
Value of
Shares or
Units of
Stock That
Have

Not
Vested
(2)
($)

 

Equity
Incentive
Plan

Awards:
Number of
Unearned
Shares,

Units
or Other
Rights Not
Vested
(3)
(#)

 

Equity

Incentive
Plan

Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
Not Vested
(4)
($)

Gregory P. Merk

                

2018 PSIA

                     4,500   705,645

2019 PSIA

                     4,400   689,964

Restricted Shares:

                

21-Nov-2016

               450   70,565      

20-Nov-2017

               800   125,448      

26-Nov-2018

               1,100   172,491      

28-Feb-2019

               6,408   1,004,838      

Stock Options:

                

28-Nov-2011

   5,000      43.73   28-Nov-2021            

28-Nov-2012

   7,600      61.59   28-Nov-2022            

25-Nov-2013

   7,600      71.75   25-Nov-2023            

24-Nov-2014

   8,300      79.66   24-Nov-2024            

23-Nov-2015

   10,050   3,350   70.91   23-Nov-2025            

21-Nov-2016

   5,000   5,000   107.65   21-Nov-2026            

20-Nov-2017

   2,250   6,750   127.67   20-Nov-2027            

26-Nov-2018

      8,800   124.90   26-Nov-2028            

Jeffrey A. Pembroke

                

2018 PSIA

                     4,100   642,921

2019 PSIA

                     4,000   627,240

Restricted Shares:

                

21-Nov-2016

               280   43,907      

20-Nov-2017

               667   104,592      

26-Nov-2018

               1,000   156,810      

28-Feb-2019

               6,408   1,004,838      

Stock Options:

                

24-Nov-2014

   3,800      79.66   24-Nov-2024            

23-Nov-2015

   5,400   1,800   70.91   23-Nov-2025            

21-Nov-2016

   3,250   3,250   107.65   21-Nov-2026            

20-Nov-2017

   2,100   6,300   127.67   20-Nov-2027            

26-Nov-2018

      8,300   124.90   26-Nov-2028            

Michael F. Hilton

                

2018 PSIA

                     26,800   4,202,508

2019 PSIA

                     25,400   3,982,974

Restricted Shares:

                

21-Nov-2016

               1,382   216,711      

20-Nov-2017

               2,485   389,673      

26-Nov-2018

               6,400   1,003,584      

Stock Options:

                

28-Nov-2012

   43,000      61.59   28-Nov-2022            

25-Nov-2013

   42,700      71.75   25-Nov-2023            

24-Nov-2014

   49,000      79.66   24-Nov-2024            

23-Nov-2015

   54,600   18,200   70.91   23-Nov-2025            

21-Nov-2016

   30,200   30,200   107.65   21-Nov-2026            

20-Nov-2017

   13,950   41,850   127.67   20-Nov-2027            

26-Nov-2018

      51,400   124.90   26-Nov-2028            
   Option Awards  Stock Awards 

  Named Executive Officer

 

Number of

Securities

Underlying

Unexercised

Options-

Exercisable(1)

(#)

  

Number of

Securities

Underlying

Unexercised

Options-

Unexercisable(1)

(#)

  Option
Exercise
Price
$/sh
  

Option

Expiration

Date

  

Number of

Shares or

Units of

Stock

That

Have

Not

Vested(2)

(#)

  

Market

Value of

Shares or

Units of

Stock That

Have

Not

Vested(2)

($)

  

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units

or Other

Rights Not

Vested(3)

(#)

  

Equity

Incentive
Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

Not Vested(4)

($)

 

Stephen P. Lovass

        
                    2,500   562,500 

2020 PSIA (mod)

                    2,427   546,000 

2021 PSIA

                    2,500   562,500 

2022 PSIA

                    3,072   691,200 

2021 Continuation Award

        1,783   401,175 

Restricted Share Units:

        

25-Nov-2019

              210   47,250       

30-Mar-2020

              30   6,750       

23-Nov-2020

              417   93,825       

22-Nov-2021

              566   127,350       

1-Aug-2021

              202   45,450   

Stock Options:

        

20-Nov-2017

  5,000      127.67   11/20/2027             

26-Nov-2018

  3,750   1,250   124.90   11/26/2028             

25-Nov-2019

  2,820   2,820   165.21   11/25/2029             

30-Mar-2020

  403   403   138.59   3/30/2030             

23-Nov-2020

  1,350   4,050   201.50   11/23/2030             

22-Nov-2021

     4,649   267.51   11/22/2021             

01-Aug-2022

     1,283   230.50   8/1/2032             

Jennifer L. McDonough

        

2020 PSIA (mod)

        698   157,125 

2021 PSIA

                    1,678   377,550 

2022 PSIA

                    1,946   494,693 

Restricted Share Units:

        

8-Nov-2021

              1,258   283,050       

22-Nov-2021

              487   109,575       

Stock Options:

        

22-Nov-2021

     3,994   267.51   11/22/2031             

 

(1)

Amounts in these columns represent outstanding vested and unvested stock options awarded from November 28, 20112012 to October 31, 2019.2022. The options are exercisable in four equal annual installments (25% of award per year), commencing one year after the grant date. As of October 31, 2019,2022, none of the options awarded during 20192022 had vested.

 

72  |Nordson Corporation – 2020 Proxy Statement


(2)

Amounts in these columns represent restricted share unit awards that have not vested as of October 31, 2019.2022. Restricted sharesshare units vest in three equal annual installments, commencing one year after date of grant, except for the restricted shares awarded on February 28, 2019 to Messrs. Merk and Pembroke, which will fully vest after two years on February 28, 2021.grant. Market Value was calculated by multiplying the closing price of our common shares on October 31, 201929, 2022$156.81$225.00 per share – by the number of unvested shares.

 

(3)

This column reflects the maximum performance share units awarded in 20182020, 2021 and 2019.2022. Payouts in unrestricted sharesshare units are conditioned upon performance during three-year cycles ending on October 21, 2022, October 31, 20202023 and October 31, 2021,2024, respectively, and will be determined following the Compensation Committee’s certification of performance at the close of the respective performance period.

 

(4)

The 2018-20202020, 2021 and 2019-2021 performance period awards2022 Performance Share Incentive Awards are shown at maximum payout sincebecause the target performance level would be exceeded based on performance to date. The amount reflected for the Continuation Award is an all or nothing award and is included because the gateway performance metric was met. Market value was calculated by multiplying the closing price of our common shares on October 31, 201930, 2022$156.81$225.00 per share – by the maximum number of performance share units.

 

Nordson Corporation – 2020

Nordson Corporation – 2023 Proxy Statement|   75

|  73


STOCK OPTION EXERCISES AND STOCK VESTED TABLES

The following tables set forth information with respect to the stock options exercised, restricted shares vested and the Performance Share Incentive Award earned, and restricted share units vested, before payment of any applicable withholding tax and broker commissions.

 

         Stock Option         2017-2019
        PSIA Payout        
 

Named Executive Officer

Number of
Shares
Acquired on
Exercise
(#)
Value
Realized
on Exercise
($)
 Number of
Shares
Earned
(#)

Value
    Realized    

($)(1)

 

Sundaram Nagarajan

   2,664 437,056

Gregory A. Thaxton

 22,650$2,173,661 4,363 715,794

John J. Keane

 43,900$3,701,918 4,363 715,794

Gregory P. Merk

 14,000$1,409,850 3,272 536,804

Jeffrey A. Pembroke

 3,200$218,978 2,036 334,026

Michael F. Hilton

   18,059 2,962,760
            Option Awards             

2020-2022

        PSIA Payout        

Named Executive Officer

  

Number of
Shares
Acquired on
Exercise

(#)

  

Value

Realized

on
Exercise

($)

    

Number of

Shares
Earned on
Vesting

(#)

  

Value

Realized

    on Vesting    

($)

Sundaram Nagarajan

              15,590    3,710,888

Joseph P. Kelley

              5,578    1,327,731

Jeffrey A. Pembroke

              3,599    856,670

Stephen P. Lovass

              2,389    568,654

Jennifer L. McDonough

              688    163,765

    Restricted Share Units
Awarded on 11/26/2018
(Vested on 11/30/2021)
    

Restricted Share Units

Awarded on 11/25/2019

(Vested on 11/30/2021)

    

Restricted Share Units

Awarded on 11/23/2020

(Vested on 11/23/2021)

Named Executive Officer

  

Number of

Shares

Acquired

(#)

  

Value

Realized

($)(1)

    

Number of

Shares

Acquired

(#)

  

Value

Realized

($)(1)

    

Number of

Shares
Acquired

(#)

  

Value

    Realized    

($)(2)

Sundaram Nagarajan

              1,567    398,316      1,367    320,425

Joseph P. Kelley

                        310    72,664

Jeffrey A. Pembroke

    334    84,899      333    84,645      310    72,664

Stephen P. Lovass

    200    50,838      210    53,380      208    48,755

Jennifer L. McDonough

                            

 

(1)

Settlement of performance share units occurred on January 3, 2020. TheValue was calculated by multiplying the closing price of our common shares was $164.06 on January 3, 2020. Mr. Nagarajan deferred 2,397November 30, 2021—$254.19 per share—by the number of shares having a settlement date value of $393,252. Mr. Merk deferred 654 shares having a settlement date value of$107,295. Mr. Pembroke deferred 1,832 shares having a settlement date value of $300,558.

 

Restricted Shares
(Vested on 11/23/16)(1)

 

Restricted Shares
(Vested on 11/30/17)
(2)

 

Restricted Shares
(Vested on 11/30/18)
(3)

Named Executive Officer

Number of
Shares
Acquired
on
Vesting
(#)
Value
Realized
on
Vesting
($)
(4)(a)
 Number of
Shares
Acquired
on
Vesting
(#)

Value

Realized

on

Vesting

($)(4)(b)

 Number of
Shares
Acquired
on
Vesting
(#)

Value

    Realized    

on

Vesting

($)(4)(c)

Sundaram Nagarajan

      

Gregory A. Thaxton

 800$87,888 600$77,016 533$64,179

John J. Keane

 800$87,888 600$77,016 533$64,179

Gregory P. Merk

 568$62,400 450$57,762 400$48,164

Jeffrey A. Pembroke

 300$32,958 280$35,941 333$40,097

Michael F. Hilton

 3,068$337,050 3,585$460,171 4,215$507,528

(1)

These restricted shares were awarded November 23, 2015.that vested.

 

(2)

These restricted shares were awarded November 21, 2016.

(3)

These restricted shares were awarded November 20, 2017.

(4)

Value realized was calculated by multiplying the closing price of our common shares on the date restrictions expired November 23, 2021— $234.40 per share—by the number of shares that vested:vested.

 

    

Restricted Share Units

Awarded on 03/30/2020

(Vested on 03/30/2021)

  

Restricted Share Units

Awarded on 07/06/2020

(Vested on 07/06/2021)

Named Executive Officer

  

Number of

Shares

Acquired

(#)

  

Value

Realized

($)(1)

  

Number of

Shares

Acquired

(#)

  

Value

    Realized    

($)(2)

Joseph P. Kelley

            2,039    416,282

Jeffrey A. Pembroke

    32    7,357        

Stephen P. Lovass

    30    6,897        

(a)(1)

November 23, 2016 ($109.86Value was calculated by multiplying the closing of our common shares on March 30, 2022—$229.91 per share) share—by the number of shares that vested:vested.

 

(b)(2)

November 29, 2017 ($128.36Value was calculated by multiplying the closing of our common shares on July 6, 2022—$204.16 per share), andshare—by the number of shares that vested.

 

(c)

November 29, 2018 ($120.41 per share).

76   |   Nordson Corporation – 2023 Proxy Statement

74  |Nordson Corporation – 2020 Proxy Statement


PENSION BENEFITS

The following narrative, table and footnotes set forth the actuarial present value of, and other information about, the pension benefits accumulated by each of our named executive officers for 2019.2022.

 

Named Executive Officer

 Plan Name  

Number of

Years
Credited
Service
(#)

  Present Value  of
Accumulated
Benefit
(1)(2)
($)
  

Payments

  During Last  

Fiscal Year

($)

Sundaram Nagarajan

 Salaried Employees Pension Plan    0.25    2,862    
 Excess Defined Benefit Pension Plan    0.25    66,274    

Gregory A. Thaxton

 Salaried Employees Pension Plan    30.00    1,439,710    
 Excess Defined Benefit Pension Plan    30.00    4,395,326    

John J. Keane

 Salaried Employees Pension Plan    27.00    1,302,076    
 Excess Defined Benefit Pension Plan    27.00    3,607,392    

Gregory P. Merk(3)

 Salaried Employees Pension Plan    25.33    242,667    
 Excess Defined Benefit Pension Plan    25.33    2,906,023    

Jeffrey A. Pembroke

 Salaried Employees Pension Plan    14.08    570,108    
 Excess Defined Benefit Pension Plan    14.08    1,201,394    

Michael F. Hilton

 Salaried Employees Pension Plan    9.75    545,361    
 Excess Defined Benefit Pension Plan    9.75    5,025,936    

Named Executive Officer

  Plan Name  

Number of

Years

Credited

Service

(#)

   

Present Value of

Accumulated

Benefit

($)(1)(2)

   

Payments

  During Last  

Fiscal Year

($)

Sundaram Nagarajan

  Salaried Employees Pension Plan   3.25        115,087       
  Excess Defined Benefit Pension Plan   3.25        811,965       

Joseph P. Kelley

  Salaried Employees Pension Plan   2.33        49,394       
  Excess Defined Benefit Pension Plan   2.33        158,253       

Jeffrey A. Pembroke

  Salaried Employees Pension Plan   17.08        456,382       
  Excess Defined Benefit Pension Plan   17.08        1,284,920       

Stephen P. Lovass

  Salaried Employees Pension Plan   5.92        207,966       
  Excess Defined Benefit Pension Plan   5.92        414,793       

Jennifer L. McDonough

  Salaried Employees Pension Plan   —        —       
   Excess Defined Benefit Pension Plan   —        —       

 

(1)

For the Salaried Employees Pension Plan, the actuarial assumptions used to determine the present value of the accumulated benefit at October 31, 20192022 are:

 

measurement date of October 31;

 

each participant’s benefit commences at age 65, the age at which retirement may occur without anyage-based reduction in benefits, discounted to October 31, 20192022 using a discount rate of 2.97%5.75%;

 

the benefits are payable as a single life annuity; and

 

post-retirement mortality based on the RP2006Pri-2012 Fully Generational Mortality Table for Healthy EmployeesAnnuitant projected with mortality improvements by Scale MP2019.MP2021.

 

(2)

For the Excess Defined Benefit Pension Plan, the calculation of the present value of the accumulated benefit for Messrs. Nagarajan, Thaxton, Keane, Merk, and Hilton assumes that each participant’s benefit is payable as a lump sum commencing at age 65, the age at which retirement may occur without anyage-based reduction in benefits, discounted to October 31, 20192022 using a discount rate of 2.97%5.26%, a lump sum interest rate of 2.19%4.04% and post-retirement mortality based on the life expectancy under IRC regulation1.401(a)(9)-9.

(3)

Mr. Merk became a participant in the Salaried Employees Pension Plan and the Excess Defined Benefit Pension Plan effective February 1, 2013. He receives benefit service credit for his service prior to February 1, 2013 with Nordson under the Excess Defined Benefit Pension Plan.

Salaried Employees Pension Plan

We sponsor the Nordson Corporation Salaried Employees Pension Plan (the “Salaried Employees Pension Plan”), a defined benefit pension plan for our U.S.-based salaried employees, including certain of our U.S.-based named executive officers. We closed the Salaried Employees Pension Plan to new participants in March 2021.

Benefits under the pension plan are based on a “final average pay,” which means the monthly average of the highest aggregate compensation (base salary and cash incentive payment) for 60 months of the 120 most recent consecutive months prior to retirement. Compensation used to determine benefits under the Salaried Employees Pension Plan may not exceed the limit under the Internal Revenue Code.

Normal retirement age under the Salaried Employees Pension Plan is age 65. Employees who retire on or after age 55 may begin receiving their benefit immediately but experience a reduction in the benefit for every month prior to age 65 that the benefit begins. Employees become 100% vested in their benefit at the earlier of age 65, or after five years of service. The benefits are further reduced by benefits received under the Social Security program.

 

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If the employee dies prior to receiving the vested benefit, the surviving spouse, if any, will receive a 50% survivor annuity for the rest of the surviving spouse’s life. Benefits under the Salaried Employees Pension Plan become payable on the first of the month following retirement, absent any election by a participant to commence the payment of benefits at a different time. Benefits are payable in one of the following ways:

 

  

Life Only Annuity.If a participant is not married or has been married less than 12 months when payments begin and does not elect an optional payment method, he or she will receive the full amount of his or her benefit in equal monthly installments for the rest of his or her life. Payments begin on the first of the month following the retirement date. After death, no additional payments are made.

 

  

50% Joint & Survivor Annuity.If a participant is married for at least 12 months when payments begin, he or she will receive his or her benefit as a 50% Joint & Survivor Annuity, absent election of (and spousal consent for) an optional payment form. Under this option, a participant will receive a reduced monthly benefit during his or her lifetime. After the participant’s death, his or her spouse receives a benefit equal to 50% of the monthly benefit the participant was receiving. If the spouse dies before the participant, but after the participant begins receiving payments, the participant will continue to receive the same benefit amount during his or her lifetime and no additional payments are made after death.

 

  

100% (or 75%) Joint & Survivor Annuity.A participant will receive a reduced lifetime benefit under this option. The participant names a beneficiary and chooses the percentage of his or her benefit to continue to that individual after the participant’s death. After death, the beneficiary receives the percentage of benefit elected (100% or 75%) for the remainder of his or her life. The participant’s age at the date the benefit commences, the beneficiary’s age, and the percentage elected to continue after death affect the amount of the benefit received during the participant’s lifetime.

 

  

10 Year Certain Annuity.A participant will receive a reduced lifetime benefit in equal monthly installments with payments guaranteed for at least ten years under this option. Payments continue for the rest of the participant’s life even if he or she lives longer than the period of time elected. However, if the participant receives less than 120 payments before death, the same monthly benefit continues to the beneficiary until the combined total number of installment payments are made.

 

  

Level Income Option.    This option allows a participant to receive an increased monthly payment from the pension plan initially if a participant retires early and begins receiving payments from the pension plan before he or she is eligible for Social Security benefits. After Social Security benefits begin, the monthly payment from the pension plan is reduced. This option does not provide any survivor benefit and, therefore, no benefit is payable after death.

As described above in the Executive Compensation Discussion and Analysis on page 35,47, if Mr. Nagarajan were to die, become disabled, be terminated without cause or terminate his employment for good reason (whether or not in connection with a change in control of Nordson), the Salaried Pension Plan Benefit amounts reported above would be payable, as if he were 100% vested in those benefits, pursuant to his Supplemental Individual Pension Benefit.

Excess Defined Benefit Pension Plan

We also sponsor an Excess Defined Benefit Pension Plan for certain of our U.S.-based executive officers. This plan is anon-taxnon-tax-qualified qualified supplemental defined benefit plan designed to work in conjunction with the Salaried Employees Pension Plan. Like the Salaried Employees Pension Plan, the Excess Defined Benefit Pension Plan was closed to new participants in March 2021.

The pension benefit outlined above for the Salaried Employees Pension Plan is calculated as if there were no compensation limits under the Internal Revenue Code. Then, the maximum benefit allowable is paid out under the Salaried Employees Pension Plan and the balance is paid out under the Excess Defined Benefit Pension Plan. In addition to the benefit payout alternatives under the Salaried Employees Pension Plan, our participating executive officers may under the Excess Defined Benefit Pension Plan elect a lump sum payout of the benefit following termination of employment.

Benefits under the Excess Defined Benefit Pension Plan are unsecured and are payable from our general assets. Payments will be delayed if and to the extent payment within six months of the termination of employment will

78   |   Nordson Corporation – 2023 Proxy Statement


result in the imposition of additional taxes on the executive officer pursuant to Section 409A of the Internal Revenue Code. Payments delayed due to Section 409A rules will accrue interest during the deferral period at the10-year Treasury bill rate in effect on the first business day of the Excess Defined Benefit Pension Plan year in which the delayed payment period commences.

 

76  |Nordson Corporation – 2020 Proxy Statement

Nordson Corporation – 2023 Proxy Statement   |   79


NON-QUALIFIED DEFERRED COMPENSATION

The following narrative, table and footnotes set forth the contributions, earnings, withdrawals or distributions, and aggregate balances for the named executive officers in 20192022 under the Amended and Restated 2005 Deferred Compensation Plan.

 

   Deferred Compensation Plan   

Named Executive Officer

 Executive
Contributions
in Last
Fiscal Year
(1)
($)
  Registrant
Contributions
in Last
Fiscal Year
($)
  Aggregate
Earnings in
Last Fiscal
Year
(2)
($)
  Aggregate
Withdrawals /
Distributions
($)
  

Aggregate
Balance at

Last Fiscal
Year End
(3)
($)

  

Sundaram Nagarajan

   11,180        392        11,573     

Gregory A. Thaxton

   48,454    17,839    1,086,587        6,181,907 

John J. Keane

   30,000    16,000    465,828        3,305,648 

Gregory P. Merk

   209,286    14,977    280,137        1,606,900 

Jeffrey A. Pembroke

   37,359    11,045    16,527        149,357 

Michael F. Hilton

   121,598    52,698    5,205,849        24,465,028 
   Deferred Compensation Plan   

Named Executive Officer

 

Executive

Contributions

in Last

Fiscal Year

($)(1)

  

Registrant

Contributions

in Last

Fiscal Year

($)

  

Aggregate

Earnings in
Last Fiscal
Year

($)

 

Aggregate

Withdrawals /

Distributions

($)

  

Aggregate

Balance at

Last Fiscal

Year End

($)(2)

  

Sundaram Nagarajan

   434,076    28,131    (208,150)       1,486,114 

Joseph P. Kelley

   323,750    8,200    13,595       559,680 

Jeffrey A. Pembroke(3)

   96,154    9,205    (116,427)       2,145,518 

Stephen P. Lovass

   33,026    6,050    (10,578)       89,426 

Jennifer L. McDonough

                    

 

(1)

This column includes:includes the following amounts, all of which were included in the Summary Compensation Table above:

 

 (a)

Amounts of base salary each named executive officer deferred in 2019:2022: Mr. Nagarajan, — $11,180;173,077; Mr. Thaxton — $48,454; Mr. Keane — $30,000; Mr. Merk — $20,890;Kelley, 131,750; Mr. Pembroke, — $37,359;96,154; Mr. Lovass, 6,441; and Mr. Hilton — $56,663.Ms. McDonough, 0. These amounts deferred are included in the “Salary” column of the Summary Compensation Table.

 

 (b)

Amounts of Annual Cash Incentive Award payout deferred in 2019:2022: Mr. Merk — $33,743Nagarajan, 261,000; Mr. Kelley, 192,000; Mr. Pembroke, 0; Mr. Lovass, 26,585; and Mr. Hilton — $64,935.

(c)

Of the 2016-2018 Performance Share Incentive Award payout, Mr. Merk deferred 1,260 shares having a settlement date value of $154,652.Ms. McDonough, 0.

 

(2)

The increase in aggregate earnings is attributable primarily to appreciation in the share price of Nordson common stock in 2019.

(3)

The fiscalyear-end aggregate balances reported in this column include the amounts of Base Salary, Annual Cash Incentive Award payouts and Performance Share Incentive Award payouts that were deferred as compensation in the previous two years:years shown in the aggregate:

 

 (a)

Base salary: Mr. Thaxton — $91,912;Nagarajan, 171,415; Mr. Keane — $59,031; Mr. Merk — $39,518;Kelley, 178,092; Mr. Pembroke, — $39,302;106,793; Mr. Lovass, 92,500; and Mr. Hilton — $107,885.Ms. McDonough, 0.

 

 (b)

Annual Cash Incentive Award payout: Mr. Thaxton — $445,862;Nagarajan, 33,935; Mr. Merk — $76,380;Kelley, 24,519 Mr. Pembroke 68,220; Mr. Lovass, 0; and Mr. Hilton — $149,027.Ms. McDonough, 0.

 

 (c)

Settlement date dollar value of Performance Share Incentive Award payout: Mr. Merk — $217,247;Nagarajan, 623,830; Mr. Kelley, 0 Mr. Pembroke, 329,654; Mr. Lovass, 119,375; and Ms. McDonough, 0.

(3)

Mr. Hilton — $4,795,624.Pembroke’s Aggregate Earnings in the Last Fiscal Year and Aggregate Balance at Last Fiscal Year End balances include amounts that were deferred to a legacy deferred compensation plan prior to his appointment as an executive officer.

Deferred Compensation Plan

Under the Amended and Restated 2005 Deferred Compensation Plan, our executive officers may elect to defer up to 100% of their base pay and Annual Cash Incentive Award payout, and 90% of their Performance Share Incentive Award payout each year. An executive officer may elect to invest in a number of investment accounts designated by the Compensation Committee, including an account comprised of units of our common shares. The cash investment accounts mirror the investment funds and investment returns provided under our qualified defined contribution 401(k) Plan, although the plans are not linked. The number of units credited to the share unit account is based on the closing price of our common shares on the day the share units are credited to the account and includes additional share units credited for quarterly dividends paid on our common shares.

Distributions are made in either a lump sum or installments based upon the executive officer’s annual election. An executive officer may elect to receive payment in the form of a single lump sum or periodic payments over a period of 5, 10, or 15 years. No later than 12 months prior to a distribution, an executive officer may make an election to change the payment date or form of payment, provided that the distribution occurs at least 5 years after the original date of distribution previously elected by the executive officer.

The Internal Revenue Code places limits on amounts that “highly compensated employees,” such as our executive officers, may contribute to 401(k) plans. Correspondingly, because of these limits, matching contributions to the 401(k) Plan accounts of our executive officers in 20192021 were limited. In order to restore any matching contribution amount that may have been forgone by our executive officers because of this limitation, we

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|  77


provide executive officers the opportunity to capture this potentially lost match in the deferred compensation plan. This restoration match is made to the executive officers who defer at least a minimum portion of their base salary.

80   |   Nordson Corporation – 2023 Proxy Statement


For all distributions, cash will be paid with respect to the cash accounts and our common shares will be issued equal to the number of share units in the executive officer’s share equivalent unit account. Upon an executive officer’s death, payment of any balance in a deferral account will be made to a designated beneficiary.

In order toTo permit deferrals and payouts that comply with Section 409A of the Internal Revenue Code, we adopted the 2005 Deferred Compensation Plan effective for deferrals by the executive officers after January 1, 2005. On December 10, 2008, the Compensation Committee adopted the Amended and Restated 2005 Deferred Compensation Plan to bring the plan into compliance with final rules issued under Section 409A.

The investment options and respective returns under the Amended and Restated 2005 Deferred Compensation Plan for 2017, 20182020, 2021, and 20192022 were as follows:

 

Investment Funds

          2019 Return         2018 Return         2017 Return             2022 Return         2021 Return         2020 Return   

Investment Contract

    3.00%  3.00%  3.00%     3.09%  3.00%  3.00% 

Money Market Trust

    2.07%  0.80%  0.01%     0.74%  %  0.71% 

Large Cap Value (500 Index B)

    10.56%  6.14%  16.10%     (14.83)%  42.54%  (10.70)% 

Large Cap Blend (Equity-Income)

    14.06%  0.78%  11.12%     (2.89)%  48.36%  14.88% 

Large Cap Growth (Blue Chip Growth)

    14.33%  9.77%  32.71%     (36.54)%  31.92%  35.88% 

International Equity Index (B)

    11.28%  (9.15)%  23.65%     (25.20)%  29.44%  3.24% 

Nordson Stock (includes dividends)

    29.00%  13.82%  13.82%      (6.11)%  32.29%  32.20%  

 

78  |Nordson Corporation – 2020 Proxy Statement

Nordson Corporation – 2023 Proxy Statement   |   81


POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

The following table and narrative address the impact a loss of employment in each of the following scenarios as of October 31, 20192022 would have on executive compensation and benefits: termination for cause or voluntary termination, death, long-term disability, retirement, involuntary termination and termination without cause or for good reason, and payments in connection with a termination following achange-in-control.

Payout of account balances of our executive officers’ deferred compensation plan accounts, qualified and excess defined benefit pension plans, and qualified defined contribution 401(k) plan would be made under the distribution provisions of those plans.

 

Benefit or Payment

 

Termination

for Cause

or

Voluntary

Termination

 

Termination

Due to

Death, Disability(1)

or Retirement

At Normal

Age

(age 65)(2)

 

Termination

Due to Early

Retirement

(age 55)(2)

 

Involuntary

Termination(3) /

Termination

Without

Cause or for Good

Reason(4)

 

Termination

following a

Change-in-Control(5)

Severance

(Cash)

 None None None 

Chief Executive

Officer Only:

 

Described in the “Severance Agreements” section above under Part IV of the Executive Compensation Discussion and Analysis

 

 Lump sum cash payment equal to two times the sum of the executive officer’s annual base salary and cash incentive award (at target payout)

Stock Options (Unvested)

 Forfeited 

Death or Disability: full
vesting(6)

 

Retirement at 65: vesting continues except for awards made less than 12 months prior to termination, which are forfeited(6)

 Vesting Continues except for awards made less than 12 months prior to termination, which are forfeited(7) Forfeited Vest upon achange-in-control or involuntary termination without cause or for good reason within 2 years after a change-in-control

Service-Based Restricted

Shares

(Unvested)

 Forfeited 

Death or Disability: full
vesting(6)

 

Retirement at 65: full vesting, except for awards made less than 12 months prior to termination, which are forfeited

 Pro-rated vesting based on number of months of service since award date except for awards made less than 12 months prior to termination, which are forfeited 

Chief Executive
Officer Only:

 

Full vesting

 

All Others: Forfeited

 Vest upon achange-in-control or involuntary termination without cause or for good reason within 2 years after a change-in-control

Performance Share Incentive Award

 Forfeited 

Pro-rated payout determined at the conclusion of the respective

performance period

 Pro-rated payout determined at the conclusion of the respective performance period Forfeited Vesting with payoutVest upon a change-in-control or involuntary termination without cause or for good reason within 2 years after a change-in-control. Payout based on performance to date, or if not determinable, at target as of the date ofchange-in-control

82   |   Nordson Corporation – 2023 Proxy Statement


Benefit or Payment

Termination

for Cause

or

Voluntary

Termination

Termination

Due to

Death, Disability(1)

or Retirement

At Normal

Age

(age 65)(2)

Termination

Due to Early

Retirement

(age 55)(2)

Involuntary

Termination(3) /

Termination

Without

Cause or for Good

Reason(4)

Termination

following a

Change-in-Control(5)

Excess Defined Pension Benefit

 

No

enhancement

 

No

Enhancement,enhancement, except Supplemental Individual Pension Benefit for Mr. Nagarajan due to death or disability prior to full vesting under Salaried Employees Pension Plan

 

No

enhancement

 

No

Enhancement,enhancement, except Supplemental Individual Pension Benefit for Mr. Nagarajan upon termination prior to full vesting under Salaried Employees Pension Plan

 

Two (2) additional years of age and benefit service

 

Supplemental Individual Pension Benefit for Mr. Nagarajan upon termination prior to full vesting under Salaried Employees Pension Plan

Paid Health Care Benefits

 None None None 

Chief Executive

Officer:Yes

 

For Others:

None

 Yes

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Benefit or Payment

Termination

for Cause
or

Voluntary
Termination

Termination
Due to

Death, Disability(1)
or Retirement
At Normal
Age

(age 65)(2)

Termination
Due to Early

Retirement
(age 55)(2)

Involuntary

Termination(3) /

Termination
Without
Cause or for  Good
Reason(4)

Termination

following a
Change-in-Control(5)

Professional Outplacement Services

 None None None None Yes (up to $50,000)

Excise and Related Income Tax Gross Up

 None None None None Yes(8)None

 

(1)

A disability benefit is payable under the long-term disability plan under a group life insurance policy. Any amounts due to an executive officer above the maximum disability payment provided by the policy ($25,000 per month) would be paid from our general assets. In the event of the Chief Executive Officer’s death, the surviving spouse will be entitled to: (a) a life insurance benefit equal to two times the sum of her or his annual base salary and target Annual Cash Incentive Award for the fiscal year in which the death occurs; (b) continued health benefits for 2 years; and (c) apro-rated amount of the Chief Executive Officer’s Annual Cash Incentive Award for the fiscal year of death based upon actual performance in such fiscal year, as determined at the end of the applicable performance period. In the event of the Chief Executive Officer’s termination of employment due to disability when she or he is age 65 or older or a termination due to retirement, the Chief Executive Officer shall receive a $12,000 Company-paid retiree life insurance benefit.

 

(2)

Predicated upon retirement under the Company-sponsored pension plan. Stock option and restricted share unit awards made less than 12 months prior to date of termination of employment are forfeited.

 

(3)

Presumes involuntary termination was not due to a violation of the Company’s Code of Ethics and Business Conduct.

 

(4)

We have no contractual obligation to provide severance payments or benefits to an executive officer whose employment is terminated without cause, other than with respect to Messrs.Mr. Nagarajan and Hilton under their respectivehis employment agreements.agreement. Severance benefits due to Messrs.Mr. Nagarajan and Hilton in the event of a termination without cause or a resignation for good reason are discussed under the caption “Severance Agreements” in the Executive Compensation Discussion and Analysis of this Proxy Statement.

 

    

If any negotiated severance arrangement were entered into between us and an executive officer for severance payments, we would require the executive officer to sign a general release and waiver of claims against us and would typically require compliance with confidentiality andnon-compete restrictions. Any agreed-upon severance payment will be subject to delay in the commencement of payments required by Section 409A of the Internal Revenue Code.

 

    

“Cause” and “Good Reason” are discussed in the “Severance Agreement” section of the Executive Compensation Discussion and Analysis section of this Proxy Statement.

 

(5)

Achange-in-control occurs if and when:

 

a report is filed with the SEC on Schedule 13D or Schedule14D-1 (or any successor schedule, form, or report), each as promulgated pursuant to the Exchange Act, disclosing that any “person” (as the term “person” is used in Section 13(d) or Section 14(d)(2) of the Exchange Act) is or becomes a beneficial owner, directly or indirectly, of securities representing 35% or more of the combined voting power of our then outstanding securities eligible to vote for the election of the Board of Directors;

 

during any period of 24 consecutive months, individuals who, at the beginning of such24-month period were our directors, which we refer to as the incumbent board, cease to constitute at least a majority of the Board of Directors, unless the election, or nomination for election, of any person becoming a director subsequent to the beginning of such24-month period was approved by a vote of at leasttwo-thirds of the incumbent board;

 

all or substantially all of our assets are sold in a single transaction or a series of related transactions to a single purchaser or a group of affiliated purchasers; or

 

Nordson Corporation – 2023 Proxy Statement   |   83


we are merged or consolidated with another corporation and, as a result, securities representing less than 50% of the combined voting power of the surviving or resulting corporation’s securities (or of the securities of a parent corporation in case of a merger in which the surviving or resulting corporation becomes a wholly-owned subsidiary of the parent corporation) are owned in the aggregate by holders of our securities immediately prior to such merger or consolidation.

 

    

Upon achange-in-control, all outstanding equity compensation awards that are not assumed or continued by the acquirer vest immediately. Unlike the “double trigger” discussed above, no termination of employment is required for the accelerated vesting of the awards. This “single-trigger” vesting provides our named executive officers with the same opportunity as our shareholders to realize the value createdEquity awards that are assumed or continued by the transaction.acquirer vest on termination without cause or for good reason within 2 years after the change-in-control.

 

(6)

Vested options may be exercised for the life of the option.

 

(7)

Vested options may be exercised for the earlier of (a) five (5) years following retirement date or (b) the life of the option.

(8)

Effective November 1, 2015, we have eliminated gross up payments on any severance benefits for tax purposes.

80  |Nordson Corporation – 2020 Proxy Statement


Enhanced Payments and Benefits Assuming Termination as of October 31, 20192022

The following table reflects the estimated value of enhanced payments and benefits that the named executive officers would receive under various termination scenarios assuming that all listed events occurred as of the last business day of fiscal year 20192022 — October 31, 2019.2022

In estimating the amounts reflected in the following table, we also applied the following general assumptions and principles:

 

No amounts for 20192022 base salary or payouts under the 20192022 Annual Cash Incentive Award and 2017-20192020-2022 Performance Share Incentive Award are included in the following tables because the amounts are already earned as of October 31, 20192022 and are not enhanced by any of the triggering events;

 

Amounts were calculated based on each named executive officer’s age, compensation, and years of service as of October 31, 2019;2022;

 

The value of our common shares on October 31, 201929, 2022 was $156.81$225.00 per share;

 

Unvested stock options that vest were valued at an amount per share equal to the difference between $156.81$225.00 and the grant date share price for each of the stock options on the grant date;

 

No amounts were included for account balances in our qualified defined contribution 401(k) plan because this plan is available to all U.S.-based salaried employees who have worked the minimum amount of hours required to receive this benefit;

 

No amounts were included for balances in a named executive officers’ deferred compensation account. Fiscalyear-end deferred account balances are reported in theNon-Qualified Deferred Compensation table;

 

The value of benefits and payments that are generally available to all employees on anon-discriminatory basis are not included;

 

The value of performance share units for termination other than voluntary termination or termination due to cause was determined using payout at target performance;

 

The value of restricted sharesshare units subject to accelerated vesting is based on shares outstanding as of October 31, 20192022 as shown in the Outstanding Equity Awards table. Value is determined by multiplying the number of shares by the closing price of our common shares on October 31, 2019 — $156.8129, 2022—$225.00 per share;

 

Other than Mr. Hilton, who retired from the Company effective December 31, 2019, noneNone of the named executive officers is qualified to receive an age 65 retirement pension benefit as of October 31, 2019.2022. The actuarial present value of the benefit under our Salaried Employees Pension Plan for each named executive officer may be found in the Pension Benefits table. In the event of Mr. Nagarajan’s death, disability, termination without cause or termination for good reason (whether or not in connection with a change in control of Nordson) on October 31, 2019,2022, that benefit would have been provided pursuant to his Supplemental Individual Pension Benefit; and

 

Calculation of post-termination payout of the Excess Defined Benefit Pension Plan assumes a lump sum payout. Other assumptions used in the calculation are noted in footnote 1 to the Pension Benefits table. The payout amount in the event of a qualifying termination following achange-in-control reflects an additional two years of age and two years of service, up to a maximum age 65 and 30 years of service.

 

Nordson Corporation – 2020

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|  81


Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount a named executive officer would have received if termination had occurred on October 31, 2019.2022.

 

    Death and Disability
($)
  Early Retirement
(Age 55)
(1)
($)
  Involuntary Termination/
Termination Without
Cause or for Good
Reason
(2)
($)
  

Qualifying
Termination
Following

  Change-in-Control  

($)

Sundaram Nagarajan

    436,559    436,559    3,400,000    10,086,006

Gregory A. Thaxton

    2,251,649    1,576,862        19,168,541

John J. Keane

    2,395,023    1,723,428        15,181,189

Gregory P. Merk

    2,784,275    1,278,877        14,025,269

Jeffrey A. Pembroke

    2,355,753    890,263        9,697,067

Michael F. Hilton

    9,775,727    6,985,234    5,389,968    54,683,473

Named Executive Officer

Death and

Disability

($)

Early Retirement

(Age 55)

($)(1)

Involuntary Termination /

Termination Without

Cause or for Good

Reason

($)(2)

Qualifying

Termination

Following

Change-in-Control

($)

Retirement

($)

 

Sundaram Nagarajan    

 6,045,742 5,122,123 9,645,742 10,561,971 

Joseph P. Kelley

 1,431,232 1,431,232  3,537,717 

Jeffrey A. Pembroke

 1,711,499 1,711,499  4,816,961 

Stephen P. Lovass

 1,130,355 1,130,355  3,052,745 

Jennifer L. McDonough

 340,753 340,753  1,798,376 

 

(1)

Other than Mr. Hilton, who retired from the Company effective December 31, 2019, asAs of October 31, 2019,2022, no named executive officer was eligible for retirement at the normal retirement age.

 

(2)

Messrs.Mr. Nagarajan and Hilton areis the only named executive officersofficer eligible to receive severance and full vesting of restricted sharesshare units in the event theirhis employment is terminated involuntarily by the Company or by Messrs.Mr. Nagarajan or Hilton for Good Reason, as that term is defined in their respectivehis employment agreements,agreement, absent achange-in-control. No enhancements are provided to the other named executive officers in this termination scenario. The Company’s obligations to Mr. Hilton under his employment agreement, including the terms of severance, ceased as of December 31, 2019 in connection with his retirement.

 

82  |Nordson Corporation – 2020 Proxy Statement

Nordson Corporation – 2023 Proxy Statement   |   85


CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of RegulationS-K, we are providing the following information with respect to our last completed fiscal year. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K.

For purposes of this disclosure and as permitted by the rules, we used theThe same median employee identifiedthat was used in 2018fiscal year 2021 was used for fiscal year 2022. The CEO pay ratio rule permits the use of a median employee for up to three years unless there has been a change to our 2019 analysis. There was noemployee population, or a change in employee compensation arrangements that Nordson reasonably believes would result in a significant change to the pay ratio disclosure (and the Company believes there have been no such changes). This will be the third year using this median employee in the Company’scalculation.

We identified our median employee population from 2018 to 2019 or in our compensation arrangements. In 2018, we examinedfiscal year 2020 by compiling a list of all full-time and part-time employees, excluding the target total cash compensation (base salary plus target bonus) as the consistently applied compensation measure for all individuals, excluding our CEO, who were employed by us on September 1, 2018.2020 and sorting that list based on the consistently applied compensation measure of total target cash compensation (base salary and annual cash incentive). We included all full-time and part-time employees and we did not exclude any employees located outside the United States.

We calculated the annual total compensation of the median employee by totalingusing the median employee’ssame methodology that we used to determine the annual base salary, annual cash incentive and pension value, if any.total compensation of our CEO, as reported in the 2022 Summary Compensation Table. Using this calculation method, the annual total compensation of our median employee, excluding the CEO, was $57,335. For our CEO, we used the total compensation for Mr. Nagarajan, our CEO as reported in the 2019 Compensation Table; however, because Mr. Nagarajan was appointed CEO in August 2019, we annualized Mr. Nagarajan’s base salary, annual cash incentive (based on a guaranteed minimum bonus at target),$69,167, and pension value. We included the value of the performance share grants made on his date of hire. Using this methodology, the annual total compensation of Mr. Nagarajan, our CEO, was $3,437,271; and$8,432,113. Using this methodology, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 60122 to 1.

The pay ratio disclosure rules of Item 402(u) of RegulationS-K provide reporting companies with flexibility in determining the methodology used to identify the median employee, in calculating the median employee’s annual total compensation and in estimating the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all other employees. As such, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which, along with differences in employee populations, geographic locations, business strategies and compensation practices, may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

 

Nordson Corporation – 2020

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|  83


INTRODUCTORY NOTE TO PROPOSALS 5, 6, 7, and 8

The Board and its Governance & Nominating Committee periodically review our corporate governance practices to consider whether refinements or updates may be warranted.

Prior to submitting the following proposals to our shareholders, our Board and Governance & Nominating Committee, with assistance from our management team and advisors, examined trends among other publicly traded companies, considered feedback from shareholders and best practices in corporate governance, and evaluated the benefits to our Company and our shareholders of adopting a simple majority voting standard for matters requiring shareholder approval in our Articles of Incorporation and our Code of Regulations. The following proposals 5-8 are a result of that review.

Our Board believes that, as a matter of good corporate governance, most matters requiring shareholder approval should be subject to a simple majority voting standard. Our Board also recognizes that obtaining shareholder approval on certain matters can be an expensive and time-consuming process and believes that in such cases the Board should be able to make certain limited amendments to the Company’s Regulations where permitted by Ohio law. After deliberation the Board believes that it is in the best interest of Nordson and its shareholders for the Board to present proposals 5-8 for our shareholders to consider.

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PROPOSAL 5: APPROVE AMENDMENTS TO THE COMPANY’S ARTICLES OF INCORPORATION TO REPLACE THE EXISTING SUPERMAJORITY VOTING REQUIREMENT FOR CERTAIN TRANSACTIONS AND AMENDMENTS TO THOSE SUPERMAJORITY VOTING REQUIREMENTS WITH A SIMPLE MAJORITY VOTING STANDARD

We are asking shareholders to adopt amendments to our Articles of Incorporation (the “Articles”) to replace each of the existing supermajority voting requirements for (i) certain business combinations and restructuring transactions with interested shareholders pursuant to Paragraph 1 of Article Sixth of our Articles and (ii) amendments to such voting requirements as set forth in Paragraph 6 of Article Sixth of our Articles with a simple majority voting standard.

Subject to certain exceptions, Paragraph 1 of Article Sixth of our Articles requires the affirmative vote of the holders of 80% of all outstanding shares of the Company entitled to vote in elections of directors, voting together as a single class, to approve certain business combinations and restructuring transactions with interested shareholders. Similarly, Paragraph 6 of Article Sixth of our Articles requires the affirmative vote of the holders of 80% of the outstanding shares of the Company entitled to vote in elections of directors, voting together as a single class, to amend or repeal, or adopt any provisions inconsistent with, Article Sixth of our Articles. These supermajority voting requirements are generally viewed as providing protection against self-interested action by large shareholders by encouraging a person seeking to affect a significant corporate action to negotiate with its board to reach terms that are fair and that provide the best results for all shareholders. However, corporate governance standards have evolved, and many investors now view these types of provisions as limiting a board’s accountability to shareholders and the ability of shareholders to effectively participate in corporate transactions. As previously stated, our Board believes that the vote required for our shareholders to (i) approve certain business combinations and restructuring transactions with interested shareholders and (ii) amend or repeal, or adopt any provisions inconsistent with, Article Sixth of our Articles should be a simple majority standard.

If this Proposal 5 is approved, the affirmative vote of shareholders representing a majority of the voting power in elections of directors, voting together as a single class, would be sufficient to approve certain business combinations and restructuring transactions with interested shareholders. Additionally, if this Proposal 5 is approved, the affirmative vote of shareholders representing a majority of the voting power in elections of directors, voting together as a single class, would be sufficient to amend Article Sixth of our Articles.

The full texts of Paragraphs 1 and 6 of Article Sixth of our Articles of Incorporation, as proposed to be amended, is set forth below, marked to show changes from the current provisions contained in our Articles. If this Proposal 5 is approved, Paragraphs 1 and 6 of Article Sixth of our Articles will be amended as follows:

SIXTH. Fair Price or SupermajorityMajority Vote Provision.

1.

Voting Requirement. Unless both the fair price requirement set forth in paragraph 2 and the other conditions set forth in paragraph 3 have been satisfied, the affirmative vote of the holders of80%a majority of all outstanding shares of the Corporation entitled to vote in elections of directors, voting together as a single class, shall be required for the authorization or approval of any of the following transactions:

a.

Merger or Consolidation. The merger or consolidation of the Corporation or any of its subsidiaries with or into an interested shareholder (as hereinafter defined).

b.

Disposition of Assets. The sale, lease, pledge, or other disposition, in one transaction or in a series of transactions, from the Corporation or any of its subsidiaries to an interested shareholder, or from an interested shareholder to the Corporation or any of its subsidiaries, of assets having an aggregate fair market value (as hereinafter defined) of $1,000,000 or more.

c.

Issuance or Transfer of Securities. The issuance, sale, or other transfer, in one transaction or in a series of transactions, by the Corporation or any of its subsidiaries to an interested shareholder, or by an interested shareholder to the Corporation or any of its subsidiaries, of securities for cash or other consideration having an aggregate fair market value of $1,000,000 or more.

88   |   Nordson Corporation – 2023 Proxy Statement


d.

Liquidation or Dissolution. The liquidation or dissolution of the Corporation proposed by an interested shareholder.

e.

Reclassification or Recapitalization. The reclassification of securities, recapitalization of the Corporation, or other transaction that has the effect of increasing the proportionate share of any class of outstanding securities of the Corporation or any of its subsidiaries beneficially owned (as hereinafter defined) by an interested shareholder or of otherwise diluting the position of any shareholder of the Corporation in comparison with the position of an interested shareholder.

f.

Other Transactions. Any other transaction or series of transactions that is similar in purpose or effect to those referred to in clauses (a) through (e) of this paragraph 1.

This voting requirement shall apply even though no vote, or a lesser percentage vote, may be required by law, by any other provision of these Articles of Incorporation, or otherwise. The term “business combination”, as used in this Article, means any of the transactions referred to in clauses (a) through (f) of this paragraph 1.

* * *

6.

Amendment, Repeal, etc. Notwithstanding any other provision of these Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be required by law, these Articles of Incorporation, or the Regulations of the Corporation), the affirmative vote of the holders of80%a majority of the outstanding shares of the Corporation entitled to vote in elections of directors, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Sixth.

Required Vote

Approval of Proposal 5 requires the affirmative vote of the holders of 80% of the outstanding shares of the Company entitled to vote in elections of directors, voting together as a single class. Unless otherwise directed, shares represented by proxy will be voted FOR the approval of Proposal 5. Accordingly, abstentions and broker non-votes will have the effect of a vote against Proposal 5.

RECOMMENDATION REGARDING PROPOSAL 5:

LOGO

The Board of Directors recommends that

you vote “FOR” the approval of amendments to the

Company’s Articles of Incorporation to replace the existing

supermajority voting requirement for certain transactions and

amendments to those supermajority voting requirements with a

simple majority voting standard.

Nordson Corporation – 2023 Proxy Statement   |   89


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

We are asking shareholders to adopt a new Article Seventh to our Articles to adopt a simple majority voting standard for matters requiring shareholder approval under the Ohio Revised Code that require a two-thirds vote of our shareholders. The proposed amendment will eliminate the default two-thirds voting standard provided under Ohio law and would replace it with the affirmative vote of a majority of the voting power of the Company for matters requiring shareholder approval under the Ohio Revised, except as otherwise may be provided in our Articles.

The Ohio Revised Code requires companies to seek shareholder approval for certain matters, such as:

a.

amendments to our Articles of Incorporation;

b.

a lease, sale, exchange, transfer or other disposition of all, or substantially all, of the assets of the Company;

c.

certain mergers involving the Company;

d.

a conversion of the Company into another entity;

e.

a combination or majority share acquisition involving the Company; and

f.

a voluntary dissolution of the Company.

Unless otherwise stated in the articles of incorporation, the default voting standard for approval of these matters is two-thirds of the voting power of the shareholders.

If approved, this Proposal 6 will add a new Article Seventh to our Articles to establish a simple majority voting standard for the shareholder vote, consent, waiver or release on certain matters requiring shareholder approval, notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the shareholders entitling them to exercise two-thirds or any other portion (but less than all) of the voting power of the Company or of any class or classes of shares thereof.

If this Proposal 6 is approved, the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the Company or of such class or classes shall be required for matters subject to shareholder approval under the Ohio Revised Code, unless otherwise stated in our Articles.

The full text of a new Article Seventh, as proposed to be added to our Articles, is set forth below. If this Proposal 6 is approved, our Articles will be amended to add Article Seventh as follows:

SEVENTH. Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise two-thirds or any other proportion (but less than all) of the voting power of the Corporation or of any class or classes of shares thereof, for such purpose the vote, consent, waiver or release of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or of such class or classes shall be required.

90   |   Nordson Corporation – 2023 Proxy Statement


Required Vote

Approval of Proposal 6 requires the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the Company on this Proposal 6. Unless otherwise directed, shares represented by proxy will be voted FOR the approval of Proposal 6. Accordingly, abstentions and broker non-votes will have the effect of a vote against Proposal 6.

RECOMMENDATION REGARDING PROPOSAL 6:

LOGO

The Board of Directors recommends that you

vote “FOR” the approval of 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.

Nordson Corporation – 2023 Proxy Statement   |   91


PROPOSAL 7: APPROVE AMENDMENTS TO THE COMPANY’S REGULATIONS TO REPLACE THE EXISTING SUPERMAJORITY VOTING REQUIREMENTS WITH A SIMPLE MAJORITY VOTING STANDARD

We are asking shareholders to adopt amendments to our Regulations to replace the existing supermajority voting requirements for (i) fixing or changing the number of the Company’s directors pursuant to Section 1 of Article II of our Regulations and (ii) amendments to our Regulations as set forth in Article IX of our Regulations with a simple majority voting standard. This Proposal 7 is conditioned on the shareholders’ approval of Proposal 8.

Section 1 of Article II of our Regulations requires the affirmative vote of shareholders at a shareholder meeting representing 80% of the voting power in elections of directors to fix or change the number of the Company’s directors. Similarly, Article IX of our Regulations, which relates to amendments to our Regulations, also includes supermajority voting requirements. It requires the written consent of shareholders representing two-thirds of the voting power entitled to vote on a proposal to amend our Regulations or adopt new regulations without a shareholder meeting. In addition, unless a proposed amendment to the provisions of Sections 2, 3 and 7 of Article I, Sections 1, 2 and 3 of Article II, Article V and Article IX of our Regulations is approved and recommended by our Board, Article IX of our Regulations requires the affirmative vote or written consent of shareholders representing 80% of the voting power of the Company to amend those provisions.

As previously stated, our Board believes that, as a matter of good corporate governance, the vote required for our shareholders to (i) fix or change the number of the Company’s directors and (ii) amend any of our Regulations or adopt new regulations should be a simple majority standard. Furthermore, as described in Proposal 8, we are also asking shareholders to adopt an amendment to our Regulations to allow our Board to amend our Regulations to the extent permitted by Ohio law without the time-consuming and expensive process of seeking shareholder approval.

If this Proposal 7 is approved, the affirmative vote of shareholders representing a majority of the voting power in elections of directors would be sufficient to fix or change the number of the Company’s directors. Additionally, if this Proposal 7 is approved, the affirmative vote or written consent of shareholders representing a majority of the voting power entitled to vote thereon would be sufficient to amend our Regulations or adopt new regulations regardless of whether such amendment or new regulation has been approved and recommended by our Board.

The full text of Section 1 of Article II of our Regulations, as proposed to be amended, is set forth below, marked to show changes from the current provisions contained in our Regulations. If this Proposal 7 is approved, Section 1 of Article II of our Regulations will be amended as follows:

SECTION 1. NUMBER AND CLASSIFICATION. The Board of Directors will be divided into three classes consisting of not less than three directors each. The number of directors may be fixed or changed (a) by the shareholders at any meeting of shareholders called to elect directors at which a quorum is present, by the vote of the holders of shares representing80%a majority of the voting power in elections of directors, or (b) by the Board of Directors by the vote of a majority of the directors then in office. The terms in office of the directors in each of the classes will expire in consecutive years. At each annual election of directors, directors will be elected to the class whose term in office expires in that year and will hold office for a term of three years and until their respective successors are elected. In case of any increase in the number of directors of any class, the additional director or directors elected to that class will hold office for the remainder of the term in office of that class.

The full text of Article IX of our Regulations, as proposed to be amended by both Proposal 7 and Proposal 8, is set forth below, marked to show changes from the current provisions contained in our Regulations. If this Proposal 7 is approved, and Proposal 8 is approved, Article IX of our Regulations will be amended as follows:

TheseExcept as otherwise provided by law or by the Articles of Incorporation or these Regulations, these Regulations may be amended, or new Regulations may be adopted, either (i) by the shareholders at a meeting held for that purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on that proposal or without a meeting by the written consent of the holders of shares entitling them to exercisetwo-thirdsa majority of the voting power on that proposal; except that, unless the amendment is approved and recommendedor (ii) by the Board of Directors,totheprovisions of Sections 2, 3, and 7 of Article I, Sections 1, 2, and 3 of Article II, Article V, and this Article IX may not be amended without the affirmative vote or written consent of the holders of shares entitling them to exercise

92   |   Nordson Corporation – 2023 Proxy Statement


80% of the voting power of the Companyextent as may be permitted by Chapter 1701 of the Ohio Revised Code in effect from time to time. If the Regulations are amended or new Regulations are adopted without a meeting of the shareholders, the Secretary of the Company shall mail a copy of the amendment or the new Regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

Required Vote

Approval of Proposal 7 requires the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on this Proposal 7. Unless otherwise directed, shares represented by proxy will be voted FOR the approval of Proposal 7. Accordingly, abstentions and broker non-votes will have the effect of a vote against Proposal 7. If this Proposal 7 is approved by our shareholders, it will be implemented only if Proposal 8 is also approved. Accordingly, even if this Proposal 7 is approved by our shareholders, it will not be implemented unless Proposal 8 is also approved by our shareholders at the Annual Meeting.

RECOMMENDATION REGARDING PROPOSAL 7:

LOGO

The Board of Directors recommends that you

vote “FOR” the the approval of amendments to the

Company’s Regulations to replace the existing supermajority

voting requirements with a simple majority voting standard.

Nordson Corporation – 2023 Proxy Statement   |   93


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

We are asking shareholders to adopt an amendment to our Regulations to allow our Board to amend our Regulations to the extent permitted by Ohio law without the time-consuming and expensive process of seeking shareholder approval. This Proposal 8 is conditioned on the shareholders’ approval of Proposal 7.

On October 12, 2006, the Ohio Revised Code was amended to allow boards of directors of Ohio corporations to make certain amendments to their regulations without shareholder approval so long as such amendments do not divest or limit the shareholders’ power to adopt, amend or repeal the regulations of the corporation. Article IX of our Regulations currently requires that all amendments be approved by shareholders. Many jurisdictions, such as Delaware, allow the board of directors of a corporation to amend its bylaws without shareholder approval. The Ohio Revised Code now gives Ohio corporations similar flexibility, subject to statutory limitations that prohibit directors from amending the regulations to effect changes in certain areas deemed by the Ohio legislature to be important substantive rights, such as to:

a.

specify the percentage of shares a shareholder must hold in order to call a special meeting;

b.

specify the length of time period required for notice of a shareholders’ meeting;

c.

specify that shares that have not yet been fully paid can have voting rights;

d.

specify requirements for a quorum at a shareholders’ meeting;

e.

prohibit shareholder or director actions from being authorized or taken without a meeting;

f.

define terms of office for directors or provide for classification of directors;

g.

require greater than a majority vote of shareholders to remove directors without cause;

h.

establish requirements for a quorum at directors’ meetings, or specify the required vote for an action of the directors;

i.

delegate authority to committees of the board to adopt, amend or repeal regulations; or

j.

remove the requirement that a control share acquisition of an issuing public corporation be approved by shareholders of the acquired corporation.

If this Proposal 8 is approved, our Board would be allowed to amend our Regulations in the future to the extent permitted by Ohio law. Accordingly, our Board would be able to make ministerial and other changes to our Regulations without the time-consuming and expensive process of seeking shareholder approval, which would be required if this Proposal 8 is not adopted. Under Ohio law, if this Proposal 8 is adopted, we will be required to promptly provide shareholders with any amendment that our Board makes to our Regulations.

The full text of Article IX of our Regulations, as proposed to be amended by both Proposal 7 and this Proposal 8, is set forth below, marked to show changes from the current provisions contained in our Regulations. If this Proposal 8 is approved, and Proposal 7 is approved, Article IX of our Regulations will be amended as follows:

TheseExcept as otherwise provided by law or by the Articles of Incorporation or these Regulations, these Regulations may be amended, or new Regulations may be adopted, either (i) by the shareholders at a meeting held for that purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on that proposal or without a meeting by the written consent of the holders of shares entitling them to exercisetwo-thirdsa majority of the voting power on that proposal; except that, unless the amendment is approved and recommendedor (ii) by the Board of Directors,totheprovisions of Sections 2, 3, and 7 of Article I, Sections 1, 2, and 3 of Article II, Article V, and this Article IX may not be amendedwithout the affirmative vote or written consent of the holders of shares entitling them to exercise 80% of the voting power of the Companyextent as may be permitted by Chapter 1701 of the Ohio Revised Code in effect from time to time. If the Regulations are amended or new Regulations are adopted without a meeting of the shareholders, the Secretary of the Company shall mail a copy of the amendment or the new Regulations to each shareholder who would have been entitled to vote thereon and did not participate in the adoption thereof.

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Required Vote

Approval of Proposal 8 requires the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power on this Proposal 8. Unless otherwise directed, shares represented by proxy will be voted FOR the approval of Proposal 8. Accordingly, abstentions and broker non-votes will have the effect of a vote against Proposal 8. If this Proposal 8 is approved by our shareholders, it will be implemented only if Proposal 7 is also approved. Accordingly, even if this Proposal 8 is approved by our shareholders, it will not be implemented unless Proposal 7 is also approved by our shareholders at the Annual Meeting.

RECOMMENDATION REGARDING PROPOSAL 8:

LOGO

The Board of Directors recommends that you

vote “FOR” the the approval of an amendment to the

Company’s Regulations to allow the Board of Directors to

amend the Regulations to the extent permitted by Ohio law.

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AUDIT COMMITTEE REPORT

January 17, 2020[    ], 2023

To: The Board of Directors of Nordson Corporation

The Audit Committee consists solely of independent Directors within the meaning of the Nasdaq listing standards. The Audit Committee oversees Nordson’s financial reporting process on behalf of the Board. Nordson’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an integrated audit of Nordson’s annual consolidated financial statements and internal control over financial reporting as of the end of the year in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). The Audit Committee operates under a written charter that specifies the Committee’s responsibilities. The full text of the Committee’s Charter is available at:https://www.nordson.com/en/our-company/investors/annual-reports-and-presentations.corporate-governance/audit-committee-charter. The Audit Committee members are not auditors and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm.

Management has the responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Annual Report on Form10-K for the fiscal year ended October 31, 2019,2022, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee discussed with Ernst & Young LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and discussed withthe letter from Ernst & Young LLP written disclosures regarding Ernst & Young LLP’s independence as required by applicable requirements of the PCAOB.PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence.

The Audit Committee discussed with our internal auditor and Ernst & Young LLP the overall scope and plan for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended October 31, 20192022 filed with the Securities and Exchange Commission. The Audit Committee also evaluated and reappointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2020.2023.

This Audit Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act, of 1934 (the “Exchange Act”), except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Exchange Act.

This report has been furnished by the members of the Audit Committee:

Frank M. Jaehnert, Chair

Randolph W. CarsonJohn A. DeFord

Arthur L. George, Jr.Ginger M. Jones

Joseph P. KeithleyMilton M. Morris

Jennifer A. Parmentier

 

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS

Why am I receiving this Proxy Statement?    You have been sent this Proxy Statement and proxy/voting instruction card(s) because you were a shareholder, or held Nordson common stock through a broker, trustee, or other third party, at the close of business on January 2, 2020,December 30, 2022, the record date for shareholders entitled to vote at the Annual Meeting. As of January 2, 2020,December 30, 2022, there were outstanding, excluding treasury shares which cannot be voted, 57,740,52157,178,683 common shares entitled to one vote per share upon all matters presented to the shareholders.

What is a proxy?    A proxy is your legal appointment of another person to vote the shares that you own in accordance with your instructions. The person you appoint to vote your shares is also called a proxy.

On the proxy/voting instruction card, you will find the names of the persons designated by the Company to act as proxies to vote your shares at the Annual Meeting. The proxies are required to vote your shares in the manner you instruct.

Who can attend the Annual Meeting?    All shareholders of record as of the close of business on January 2, 2020December 30, 2022 may attend the meeting.

Must I inform anyone of my intent to attend the Annual Meeting?Yes. To permit your name to    No. The Annual Meeting will be registered withheld virtually and no advanced notice of attendance is required.

How do I attend the Key Tower security service to gain access to the BakerHostetler LLP offices, you must inform the Company’s Secretary, Gina A. Beredo, in writing (letter orAnnual Meeting?e-mail) before    We will be hosting the Annual Meeting of your intentlive via the Internet. You will not be able to attend the Annual Meeting in person. The Annual Meeting will only be held virtually via audio-only at: www.virtualshareholdermeeting.com/NDSN2023. Shareholders of record as of the close of business on December 30, 2022, the record date, or their legal proxy holders, are entitled to attend the Meeting. Ms. Beredo’ s contact information is as follows:

E-mail address: secretary@nordson.com

Mailing Address: 28601 Clemens Road, Westlake, Ohio 44145.

Must I present credentials to permit accessTo be admitted to the BakerHostetler LLP offices?Yes. YouMeeting, you must present a form of picture identificationlog-in using the 16-digit control number found on your proxy card or Voter Instruction Form. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Daylight Time on Tuesday, February 28, 2023. We encourage you to access the Annual Meeting prior to the security officerstart time. Online access will begin at 8:45 a.m. Eastern Daylight Time. Instructions on how to connect and participate in the desk locatedAnnual Meeting are posted at www.virtualshareholdermeeting.com/NDSN2023.

How do I ask questions during the Annual Meeting?    Shareholders will have substantially the same opportunities to participate as they would have at an in-person meeting. Shareholders may submit questions while connected to the Annual Meeting on the main floorInternet. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/NDSN2023, typing the question into the “Ask a Question” field and clicking “Submit”. Additional information regarding the ability of shareholders to ask questions during the Key Tower. YouAnnual Meeting will be provided a pass to permit access toset forth in the Key Tower elevators. YouAnnual Meeting’s Rules of Conduct, which will proceed tobe made available within the 20th floor offices of BakerHostetler LLP.virtual Annual Meeting platform.

What if I have a disability?technical difficulties accessing the Annual Meeting?    If you are disabledshareholders encounter any difficulties accessing the Annual Meeting webcast during the check-in or meeting time, there will be a technical support number posted on the virtual meeting login page for assistance. Technical support will be available beginning at 8:45 a.m. Eastern Time on February 28, 2023 through the conclusion of the Annual Meeting. The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and would likeSafari), and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Shareholders should ensure that they have a strong Internet connection if they intend to attend and/or participate in the Annual Meeting, weMeeting. Shareholders should allow plenty of time to log in and ensure that they can provide reasonable assistance. Please send any request for assistancehear streaming audio prior to c/o Secretary, the start of the Annual Meeting.

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What proposals may I vote on at the Annual Meeting and how does the Board recommend I vote?    The following chart explains your voting options with regard to each proposal to be voted upon at the Annual Meeting, how the Board of Directors recommends that you vote, and the vote required for that proposal to be approved.

 

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VOTING MATTERS AND BOARD RECOMMENDATIONS
    
PROPOSAL VOTING OPTIONS REQUIRED VOTE 

BROKER

  DISCRETIONARY  

VOTE

PERMITTED

 

BOARD’S VOTING

RECOMMENDATION

    

1.   Election of directors

 “FOR” all nominees or “WITHHOLD” your vote for one or more of the nominees. Each nominee must receive a plurality of the votes cast.(1) No 

FOR

the election of each of the 

director nomineesnominee

    

2.   Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 20202023

 “FOR” or “AGAINST” or “ABSTAIN” from voting. Thisnon-binding proposal will be considered approved if more votes are cast in favor than
against.(2)
 Yes(2) FOR
    

3.   Advisory vote to approve compensation of named executive officers

 “FOR” or “AGAINST” or “ABSTAIN” from voting. Thisnon-binding proposal will be considered approved if more votes are cast in favor than against.NoFOR

4.   Advisory vote to approve the frequency of our named executive officer compensation advisory vote

For a one-year, two-year, or three-year frequency or “ABSTAIN” from voting.The frequency that receives the highest number of votes cast will be considered the non-binding recommended frequency.No

FOR

a “one-year”

frequency

5.   Approve amendments to our Articles to replace certain supermajority voting requirements with a simple majority standard

“FOR” or “AGAINST” or “ABSTAIN” from voting.This proposal will be considered approved if 80% or more of our outstanding shares of common stock are cast in favor.NoFOR

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

“FOR” or “AGAINST” or “ABSTAIN” from voting.This proposal will be considered approved if 66-2/3% or more of our outstanding shares of common stock are cast in favor.NoFOR

7.   Approve amendments to our Regulations to replace certain supermajority voting requirements with a simple majority standard

“FOR” or “AGAINST” or “ABSTAIN” from voting.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.NoFOR

8.   Approve an amendment to our Regulations to allow the Board to amend our Regulations to the extent permitted under Ohio law

“FOR” or “AGAINST” or “ABSTAIN” from voting.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. No FOR

 

(1)

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

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whether to accept or reject it. Abstentions and brokernon-votes will have no effect on the election of a Director and are not counted under our majority voting policy.

 

(2)

This is considered to be a routine matter under applicable rules and, therefore, if you hold your shares in street name and do not provide voting instructions to the broker, trustee, or other nominee that holds your shares, the nominee has discretionary authority to vote on this Proposal but not any other Proposals since they are considered to be“non-routine” matters.

Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting. TheyAbstentions 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 3,8, being equivalent to a votevotes “against” the Proposals.

Will any other matters be voted on?    We are not aware of any other matters on which you will be asked to vote at the Annual Meeting. If other matters are properly brought before the Annual Meeting, the proxy holders will use their discretion to vote on these matters as they may arise. Furthermore, if a nominee cannot or will not serve as director, then the proxy holders will vote for a replacement nominated by the Board. We do not expect any nominee to be unwilling to serve.

May I ask questions at the Annual Meeting?    Yes. Our management will respond to shareholder questions at the end of the meeting. In order to give a greater number of shareholders the opportunity to ask questions, we may impose certain procedural requirements.

What is the difference between holding shares as a shareholder of record, a beneficial owner, or a Nordson-sponsored retirement plan participant?

 

  

Shareholder of record.    If Nordson shares are registered in your name with our transfer agent, Computershare, Inc., you are considered the shareholder of record and these proxy materials have been sent directly to you. You may vote in personelectronically during the Annual Meeting by entering the 16-digit control number found on your proxy/voting instruction card at the time you log into the Annual Meeting. You may also award us your proxy to vote your shares by telephone, via the Internet, or by mailing your signed proxy/voting instruction card in the postage-paid envelope provided. The card provides voting instructions.

 

  

Beneficial owner (“in street name”).    If your shares are not held in your name but instead are held in a brokerage account, by a trustee, or by another nominee, then that other entity/holder is considered the shareholder of record and you are considered a beneficial owner of those shares. We sent these proxy materials to that other entity/holder, and they have been forwarded to you with a voting instruction card. As the beneficial owner, you have the right to direct your broker, trustee, or other nominee how to vote. Please refer to the information your broker, trustee, or other nominee provided to determine what voting options are available to you. To vote electronically during the Annual Meeting as a beneficial owner, you will need to obtain a valid proxy from your broker, bank, or other nominee. Follow the instructions from your broker, bank, or other nominee with these proxy materials, or contact your broker, bank, or other nominee to request a proxy form.

 

  

Shares held as a participant in the Nordson Corporation Employees’ Savings Trust (“401(k)”) Plan and/or Nordson Corporation Employee Stock Ownership Plan (collectively, the “Plans”).    If you participate in one or

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both of these Plans you may have certain voting rights regarding shares of our common stock credited to your account in the Plans. You do not own these shares. They are owned by the Plan trustee, which is the same trustee for both Plans.

The Plans provide you with voting rights based on the number of shares that were constructively invested in your Plan account as of the close of business on the record date. You may vote these shares in much the same way as shareholders of record vote their shares, but you have an earlier deadline to vote.

You may vote the amount of shares credited to your account as of the record date for the Annual Meeting by telephone, via the Internet, or by mailing your signed proxy/voting instruction card in the postage-paid envelope provided. Your vote must be received by11:59 p.m., Eastern Time, on February 21, 2020.23, 2023. You may vote these shares by following the instructions provided on the proxy/voting instruction card included with these materials.

By submitting your voting instructions, you will direct the Plan trustee:

 

How to vote the shares allocated to your account in the Plan(s), and

 

How to vote a portion of the shares allocated to the accounts of other participants in the Plan(s)Plan (s) who have not submitted voting instructions by the deadline.

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The trustee will submit one proxy to vote all shares in each of the Plans. The trustee will vote the shares of participants submitting voting instructions in accordance with their instructions and will vote the remaining shares in each of the Plans in the same proportion as the final votes of all participants who actually voted. Please note that, if you do not submit voting instructions for the shares in your account by the voting deadline, those shares will be included with the other undirected shares and voted by the trustee as described above. Because the trustee submits one proxy to vote all shares in each of the Plans, you may not vote Plan shares in person atelectronically during the Annual Meeting.

Where is Nordson Corporation common stock traded?    Our common stock is traded and quoted on the Nasdaq Global Select Stock Market LLC under the symbol “NDSN.”

How many votes do I have, and can I cumulate my votes?    You have one vote for each share of our common stock that you own as of the record date of the Annual Meeting. Unless cumulative voting is invoked by a shareholder through proper notice to Nordson as described under “Proposal 1: Election of Directors Whose Terms Expire in 2023-CumulativeDirectors-Cumulative Voting,” cumulative voting is not allowed.

How do I vote and what are the voting deadlines?

Shareholders of record and Plan participants.    If you are a shareholder of record or a Plan participant, you may vote by proxy in any of the following three ways:

 

HOW TO VOTE
   
VIA THE INTERNET BY TELEPHONE  BY MAIL  IN PERSONVOTE AT MEETING
   

 

LOGO

 

 

LOGO

 

  

LOGO

 

  

LOGOLOGO

 

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 by ballot

electronically

The Internet and telephone voting procedures are designed to authenticate votes cast and allow shareholders to appoint a proxy and to confirm that their actions have been properly recorded. Specific voting instructions are set forth on the accompanying proxy/voting instruction card.

If you are a shareholder of record, your deadline to cast your vote by proxy is11:59 p.m., Eastern Time, on February 24, 2020.27, 2023. You may also vote in personelectronically during the Annual Meeting by entering the 16-digit control number found on your proxy/voting instruction card at the time you log into the Annual Meeting.

If you are a Plan participant, your deadline to cast your vote by proxy is11:59 p.m., Eastern Time, on February 21, 2020.23, 2023.

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Beneficial owners.    If you are a beneficial owner, you should receive voting instructions from the broker, trustee, or other nominee holding your shares. You should follow the instructions in the notice or voting instructions provided by your broker, trustee, or nominee in order to instruct your broker, trustee, or other nominee on how to vote your shares. The availability of telephone and Internet voting will depend on the voting process of the broker, trustee, or nominee. Shares held beneficially may be voted in person atelectronically during the Annual Meeting only if you obtain a legal proxy from the broker, trustee or nominee giving you the right to vote the shares.

All owners.    If you receive more than one proxy/voting instruction card, it is important that you vote all shares represented by the multiple cards. Each card represents different shares.

May I change my vote?    Yes. You may change your vote or revoke your proxy any time before the voting deadline.

Shareholders of record.If you are a shareholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by:

 

submitting a later-dated proxy by telephone or via the Internet since only your latest Internet or telephone proxy received by11:59 p.m.p.m., Eastern Time, on February 24, 202027, 2023 will be counted;

 

returning a later-dated, duly executed proxy card;

 

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delivering a written revocation to our Corporate Secretary at 28601 Clemens Road, Westlake, Ohio 44145 before the Annual Meeting; or

 

attending the Annual Meeting in personvirtually and voting again.again, electronically.

Plan participants.    If you are a Plan participant, you may revoke previously given voting instructions on or before11:59 p.m., Eastern Time, on February 21, 202023, 2023 by filing either a written notice of revocation or a properly completed and signed voting instruction card bearing a later date with John Hancock Trust Company, LLC, the trustee for each of the Plans.

Beneficial owners.If you are a beneficial owner of your shares, you must contact the broker, trustee, or other nominee holding your shares and follow their instructions for changing your vote.

All owners.You will not revoke a proxy merely by attending the Annual Meeting. To revoke a proxy, you must take one of the actions described above.

What will happen if I do not vote my shares?

Shareholders of record.If you are the shareholder of record and you do not vote by proxy card, by telephone, via the Internet, or in personelectronically at the Annual Meeting, your shares will not be voted at the Annual Meeting.

Beneficial owners.If you are the beneficial owner of your shares, your broker, trustee, or nominee may vote your shares only on those proposals on which it has discretion to vote. Under applicable rules your broker, trustee, or nominee does not have discretion to vote your shares onnon-routine matters such as Proposals 1, 3, 4, 5, 6, 7 and 3.8. Therefore, if you do not provide voting instructions to your broker, trustee, or other nominee, your broker, trustee, or other nominee may only vote your shares on Proposal 2 and any other routine matters properly presented for a vote at the Annual Meeting.

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What if I do not specify how my shares are to be voted?    If you are a shareholder of record and you submit a duly executed proxy, but you do not provide voting instructions, your shares will be voted as indicated in the following table:

 

PROPOSAL

  VOTE TO BE CAST

Proposal 1 — Election of fivefour nominees as directors to serve for a three-year term:directors: Milton M. Morris, Sundaram Nagarajan, GingerMichael M. Jones, Joseph P. Keithley,Merriman, Jr., and Mary G. Puma and Michael J. Merriman, Jr.

  FOR ALL NOMINEESall nominees

Proposal 2 — Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 20202022

  FOR

Proposal 3 — Advisory vote to approve the compensation of our named executive officers

FOR

Proposal 4 — Advisory vote to approve the frequency of our named executive officer compensation advisory vote

FOR

a “one-year” frequency

Proposal 5 — Approve amendments to our Articles to replace certain supermajority voting requirements with a simple majority standard

FOR

Proposal 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

FOR

Proposal 7 — Approve amendments to our Regulations to replace certain supermajority voting requirements with a simple majority standard

FOR

Proposal 8 — Approve an amendment to our Regulations to allow the Board to amend our Regulations to the extent permitted under Ohio law

  FOR

What constitutes a quorum, and why is a quorum required?    Our Regulations require a quorum of shareholders to hold our Annual Meeting. A quorum will be present when at least a majority of the outstanding shares entitled to vote are represented at the Annual Meeting either in personelectronically or by proxy. Your shares will be counted towards the quorum if you submit a proxy or vote at the Annual Meeting. Abstentions and broker

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non-votes (described below) will also count towards the quorum requirement. If a quorum is not achieved, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.

What are brokernon-votes?    A brokernon-vote occurs when a broker, trustee, or other nominee holding your shares does not receive voting instructions from you as the beneficial owner of the shares by a specified date before the Annual Meeting and does not have discretionary authority to vote those undirected shares on specified matters under applicable rules. The election of directors (Proposal 1)Proposals 1, 3, 4, 5, 6, 7, and the approval, on an advisory basis, of the compensation of our named executive officers (Proposal 3)8 are considerednon-routine matters and discretionary voting on these matters is prohibited.

As a result, if you are a beneficial owner and hold your shares in street name, and do not give your broker, trustee, or other nominee instructions on how to vote your shares with respect to the election of directorsProposals 1, 3, 4, 5, 6, 7 or the advisory vote on named executive compensation,8, no votes will be cast on your behalf with respect to those proposals. The ratification of auditors (Proposal 2) is a discretionary matter, so your broker, trustee, or other nominee will be permitted to exercise discretionary authority to vote your shares with respect to the ratification of our selection of Ernst & Young LLP as our independent registered public accounting firm even if you do not give your broker, trustee, or other nominee instructions on how to vote your shares with respect to that proposal.

Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes with respect to a particular proposal. Thus, a brokernon-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on a proposal that requires a plurality of votes cast (Proposal 1)1 and Proposal 4) or the approval of Proposal 2 since brokers have discretion to vote uninstructed shares on that proposal. Brokernon-votes will have no effect on the outcome of the vote on Proposal 3. However, broker non-votes will affect the outcome of the votes on Proposals 5, 6, 7 and 8, being equivalent to votes “against” the proposals because those proposals require the approval of a certain percentage of our outstanding shares of common stock. It is important that you provide voting instructions for all shares you own beneficially.

Who will tabulate the votes?    Broadridge Financial Solutions, Inc. (“Broadridge”) has been engaged as our independent agent to receive and tabulate shareholder votes. Broadridge will separately tabulate FOR, AGAINST and WITHHOLD votes, abstentions, and brokernon-votes. The Inspector of Election will certify the election results and perform any other acts required by Ohio Corporation Law.

What happens if the Annual Meeting is adjourned or postponed?    Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.

Who is paying for the costs of this proxy solicitation?    We will bear the expense of soliciting proxies. Proxies may also be solicited by Nordson personnel in person or by mail, telephone, facsimile or electronic communications, but no additional compensation will be paid to them .them. We will also supply, at our expense, copies of proxy materials and the Annual Report to Shareholders to brokers, trustees, and other nominees for the purpose of soliciting proxies from beneficial owners.

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How will I know the results of the Annual Meeting?    The final voting results will be tallied by our Inspector of Election and published in a Current Report on Form8-K filed with the SEC that we expect to file within four business days after the Annual Meeting.

If there is more than one shareholder living at the same address, will each shareholder receive proxy materials?    To reduce the expense of delivering duplicate materials to shareholders sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders of record who have the same address and last name will receive only one copy of the Annual Report to Shareholders and proxy materials until such time as one or more of these shareholders notifies us that they wish to receive individual copies by contacting us at the address and phone number below. Shareholders of record in the same household continue to receive separate proxy/voting instruction cards. In addition, if your household currently receives multiple copies of our Annual Report to Shareholders and proxy materials, you may “opt in” to householding for future mailings to receive a single copy of these documents.

We will mail materials that you request at no cost. You may contact us with your request by writing to or calling Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio, 44145 or calling 440-414-5606. You may also access the Proxy Statement and Annual Report at:www.nordson.com/en/our-company/investors/annual-reports-and-presentations.https://investors.nordson.com/financials/default.aspx#annual-reports.

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How do I submit director nominations or shareholder proposals for the 20212024 Annual Meeting?

Shareholder Proposals Submitted Under Rule14a-8

Assuming that our 20212024 Annual Meeting is held within thirty days of the anniversary of the 20202023 Annual Meeting, any shareholder who wishes to submit a proposal for consideration at the 20212024 Annual Meeting and for inclusion in next year’s Proxy Statement under Rule14a-8 of the Securities Exchange Act, of 1934, as amended, (the “Exchange Act”), should send the proposal to c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145 for receipt on or before September 19, 2020.29, 2023.

Proposals and Director Nominations Submitted Pursuant to our Regulations

Additionally, under our Regulations, a shareholder may submit a proposal for consideration at the 20212024 Annual Meeting, but not for inclusion in next year’s Proxy Statement, if the shareholder provides written notice no earlier than 90 days and no later than 60 days prior to the 20212024 Annual Meeting. Assuming that the 20212024 Annual Meeting will be held on February 23, 2021,27, 2024, that means notice of such proposals must be received no earlier than November 25, 202029, 2023 and no later than December 25, 2020.29, 2023. Our Regulations are available at:www.nordson.com/en/our-company/corporate-governance.

Similar to the timeliness requirements under our Regulations described above, the notice of the nomination of a director must be received no earlier than 90 days and no later than 60 days prior to our annual meeting. Assuming the 20212024 Annual Meeting is held on February 23, 2021,27, 2024, the deadlines would be no earlier than November 25, 202029, 2023 and no later than December 25, 2020.29, 2023. The Governance & Nominating Committee will assess the qualifications of the candidate according to criteria set out in Nordson Corporation’s Governance Guidelines, which are available at:www.nordson.com/en/our-company/corporate-governance. For a candidate to be considered for election as a director or for business to be properly requested by a shareholder to be brought before an annual meeting of shareholders, the shareholder must comply with all of the requirements of our Regulations, not just the timelinessadvance notice requirements described above. Any proposal for inclusion in the proxy materials, notice of proposal, or suggestion for nominee(s) for election to our Board of Directors should be sent to c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

In addition to satisfying the foregoing requirements under our Regulations, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to our Secretary at our principal executive offices at the address above no later than 60 calendar days prior to the anniversary date of the 2023 Annual Meeting (for the 2024 Annual Meeting, no later than January 2, 2024 (the next business day after December 30, 2023). However, if the date of the 2024 Annual Meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made by us.

If the notices delivered pursuant to the Regulations are not timely received, then we will not be required to present such proposals or nominations, as applicable, at the 20212024 Annual Meeting. If the Board chooses to present any information submitted after the deadlines set forth in the Regulations (other than pursuant to Rule14a-8 of the Exchange Act) at the 20212024 Annual Meeting, then the persons named in proxies solicited by the Board for the 20212024 Annual Meeting may exercise discretionary voting power with respect to such information.

90  |Nordson Corporation – 2020 Proxy Statement


What is our policy governing communication with our Board of Directors?

Members of our management team regularly meet with shareholders to discuss a broad range of topics, including our governance and compensation practices. In addition, our Board provides to every shareholder the ability to communicate with the Board as a whole and with individual directors through an established process for shareholder communication.

Shareholders may communicate with the Board, the Chair of the Board, a Board committee, thenon-employee directors as a group, or individual directors by sending written communications addressed to the Board, of Directors, a Board committee or such individual director or directors, c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.

Nordson Corporation – 2023 Proxy Statement   |   103


Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Our Secretary will initially review communications before forwarding them to members of the Board to whom the communication is directed, or if the communication is not directed to any specific member(s) of the Board, to the Chair of the Governance & Nominating Committee. We generally will not forward a shareholder communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about the Company. Concerns about accounting or auditing matters or possible violations of our Code of Ethics and Business Conduct should be reported pursuant to the procedures outlined in the Code.

 

YOUR VOTE IS VERY IMPORTANT, SO PLEASE VOTE.

Promptly return your proxy/voting instruction card or vote via telephone or the Internet,

which will help to reduce the cost of this solicitation.

This Proxy Statement and the enclosed proxy/voting instruction card are first being mailed to shareholders of record on or about January 17, 2020.27, 2023. Nordson’s executive offices are located at 28601 Clemens Road, Westlake, Ohio 44145, telephone number(440) 892-1580.

 

Nordson Corporation – 2020

104   |   Nordson Corporation – 2023 Proxy Statement

|  91


LOGO

YOUR VOTE IS IMPORTANT.

Please vote your proxy

according to the instructions

on the proxy/voting instruction card.LOGO


 

NORDSON CORPORATION

28601 CLEMENS ROAD

WESTLAKE, OH 44145-1119

  

LOGO

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above

 

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the websiteweb site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSDuring The Meeting - Go to www.virtualshareholdermeeting.com/NDSN2023

 

If you would like to reduceYou may attend the costs incurred by our company in mailing proxy materials, you may consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions.

 

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received no later than 11:59 P.M. Eastern Time the day before the cut-off date.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

  

E89160-P31239-Z76024

D94669-Z84053-P83589                             

  KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — 

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

NORDSON CORPORATION

 

  1.  The election of five nominees as directors to serve for a three year term.

Board recommendation: FOR all 5 Nordson nominees

 

For

All

 

 

 

Withhold

All

 

 

 

For All

Except

 

 

  

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

LOGO     

    1

The election of four nominees as directors.

Board recommendation: FOR all 4 Nordson nominees

 

  

LOGO

 
  

01)  Sundaram Nagarajan

02)  Ginger M. Jones

03)  Joseph P. Keithley

04)  Michael J. Merriman, Jr.

05)  Mary03)  Milton M. Morris

04)_Mary G. Puma

          
 
  For Against Abstain 

    2.

 2.

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2020.2023. Board recommendation: FOR

    3.

Advisory vote to approve the compensation of our named executive officers. Board recommendation: FOR

1 Year2 Years3 YearsAbstain

    4.

Advisory vote to approve the frequency of our named executive officer compensation advisory vote. Board recommendation: FOR a “1 Year” frequency.

    
 3. Advisory voteForAgainstAbstain

    5.

Approve amendments to approve the compensation of our named executive officers.Articles to replace certain supermajority voting requirements with a simple majority standard. Board recommendation: FOR

    

    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. Board recommendation: FOR

 

    7.

 

Approve amendments to our Regulations to replace certain supermajority voting requirements with a simple majority standard. Board recommendation: FOR

    8.

Approve an amendment to our Regulations to allow the Board to amend our Regulations to the extent permitted under Ohio law. Board recommendation: FOR

NOTE:Such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

    
                               
 

Signature [PLEASE SIGN WITHIN BOX]

Date

   

Signature (Joint Owners)

                                Date            

 

Date


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.

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D94670-Z84053-P83589    

 

E89161-P31239-Z76024

NORDSON CORPORATION

Annual Meeting of Shareholders

February 25, 202028, 2023

This proxy is solicited on behalf of the Board of Directors

The herein signedexecuting shareholder hereby appoints Lee C. Banks, Randolph W. Carson,Jennifer L. McDonough and Victor L. Richey, Jr.,Sundaram Nagarajan, or any of them, as proxies, each with the full power to appoint a substitute, to attend the 20202023 Annual Meeting of Shareholders of the Company (the “Annual Meeting”) to be held virtually, via audio-only, at Baker & Hostetler LLP, Key Tower, 127 Public Square, Suite 2000, Cleveland, Ohio 44114,www.virtualshareholdermeeting.com/NDSN2023 on Tuesday, February 28, 2023, at 8:9:00 A.M., Eastern Time, on February 25, 2020, and any adjournment or postponement thereof, to cast all votes that the shareholder or Plan Participant is entitled to vote at such Annual Meeting, as designated on the reverse side of this ballot, and otherwise to represent the shareholder with all of the powers possessed by the shareholder if personally present at the Annual Meeting. The shareholder hereby acknowledges receipt of the Notice of the Annual Meeting and the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to the Annual Meeting.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. If cumulative voting is invoked, by a shareholder through proper notice to Nordson Corporation, this proxy will give the proxy holders authority, in their discretion, to cumulate all votes to which the shareholder is entitled with respect to the shares represented by this proxy and allocate them in favor of one or more of the nominees for director if any situation arises, which in the opinion of the proxy holders, makes such action necessary or desirable.

In order to ensure that your securities are voted as you wish, if you are a shareholder of record, the proxy must be voted by 11:59 P.M., Eastern Time, on February 24, 2020.27, 2023.

 

 

IMPORTANT NOTICE TO PARTICIPANTS IN THE EMPLOYEES’ SAVINGS TRUST PLAN AND EMPLOYEE STOCK OWNERSHIP PLAN (COLLECTIVELY, THE “PLANS”(“PLAN”).

 

John Hancock Trust Company, LLC, as Trustee of the Plans,Plan, has been requested to forward to you the enclosed proxy material relative to the securities held by us in your account but not registered in your name. Such securities can be voted only by us as holder of record. We shall be pleased to vote your securities in accordance with your wishes if you will execute this form and return it to us promptly in the enclosed business reply envelope. It is understood that, if you sign without otherwise marking the form, the securities will be voted as recommended by the Board of Directors on all matters to be considered at the meeting.

 

For this meeting, the extent of our authority to vote your securities in the absence of your instructions, as directed by the Plans,Plan, is that securities for which no voting instructions have been given shall be voted in the same ratio as the ratio in which the total shares with respect to which timely directions were received were voted in such matters.In order to ensure that your securities are voted as you wish, the proxy must be voted by 11:59 P.M., Eastern Time, on February 21, 2020.24, 2023.

 

Continued and to be signed on reverse side