Nordson Corp DEF 14A: Executive Comp & Equity Awards Detailed

Ticker: NDSN · Form: DEF 14A · Filed: Jan 17, 2025 · CIK: 72331

Nordson Corp DEF 14A Filing Summary
FieldDetail
CompanyNordson Corp (NDSN)
Form TypeDEF 14A
Filed DateJan 17, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$2.7 Billion, $849 Million, $674 Million, $161 Million, $467 Million
Sentimentneutral

Sentiment: neutral

Topics: executive-compensation, proxy-statement, equity-awards

Related Tickers: NDSN

TL;DR

Nordson's 2025 DEF 14A drops: exec pay, stock awards, pension details for FY20-24. Check it.

AI Summary

Nordson Corp filed its DEF 14A on January 17, 2025, for the fiscal year ending October 31, 2024. The filing details executive compensation, including stock and option awards, and pension benefits for the fiscal years 2020-2024. Specific figures for dividend earnings on equity awards and year-over-year changes in the fair value of outstanding equity awards are presented.

Why It Matters

This filing provides transparency into how Nordson Corp compensates its top executives, which can influence investor decisions and perceptions of corporate governance.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing executive compensation and is not indicative of immediate financial risk.

Key Numbers

  • 2020-2024 — Fiscal Years Covered (Executive compensation and equity award data spans these years.)

Key Players & Entities

  • NORDSON CORP (company) — Filer
  • 20250117 (date) — Filing Date
  • 20250304 (date) — Period of Report
  • 2024-10-31 (date) — Fiscal Year End

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When was Nordson Corp's DEF 14A filed?

Nordson Corp's DEF 14A was filed on January 17, 2025.

What fiscal period does this DEF 14A cover?

This DEF 14A filing pertains to the fiscal year ending October 31, 2024, and includes data from fiscal years 2020 through 2024.

What specific types of compensation are detailed in the filing?

The filing details executive compensation, including stock awards, option awards, and pension benefits.

Where is Nordson Corp headquartered?

Nordson Corp is headquartered in Westlake, Ohio.

Filing Stats: 4,406 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2025-01-17 08:02:24

Key Financial Figures

  • $2.7 Billion — Sales EBITDA (1) Operating Profit $2.7 Billion A Nordson Record $849 Million A Nord
  • $849 Million — rofit $2.7 Billion A Nordson Record $849 Million A Nordson Record $674 Million 25% of
  • $674 Million — Record $849 Million A Nordson Record $674 Million 25% of Sales Dividends Paid Total S
  • $161 Million — n (2) Net Income/Free Cash Flow (1) $161 Million 61 st consecutive year dividend has i
  • $467 Million — ividend has increased 10 Year = 259% $467 Million/ $492 Million FCF 105% of net income
  • $492 Million — reased 10 Year = 259% $467 Million/ $492 Million FCF 105% of net income GOVERNANCE B

Filing Documents

Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management

Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management 36 Proposal 3: Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers 38

Executive Compensation Discussion and Analysis

Executive Compensation Discussion and Analysis 39 Executive Summary 41 Discussion of Our Compensation Program 43 Compensation Committee Report 65 Risks Related to Executive Compensation Policies and Practices 66 Summary Compensation for Fiscal Year 2024 67 Grants of Plan-Based Awards 71 Outstanding Equity Awards at October 31, 2024 74 Option Exercises and Stock Vested Tables 77 Pension Benefits 78 Non-Qualified Deferred Compensation 81 Potential Benefits Upon Termination or Change of Control 84 CEO Pay Ratio 88 Pay versus Performance 89 Questions and Answers About the Annual Meeting and These Proxy Materials 93 Financial Reconciliations 100 Table of Contents Website References Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through Nordson's internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.

Forward-looking Statements

Forward-looking Statements This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward looking statements may be identified by the use of words such as "believe," "expect," "plans," "intends," "may," "strategy," "target," "goals," "anticipate," and other similar words, and include, without limitation, our expectations about our future financial performance, earnings and dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in Nordson's Annual Report on Form 10-K for the year ended October 31, 2024 and other documents Nordson files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by Nordson speak only as of the date on which they are made. Nordson is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise. Table of Contents Nordson Corporation NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held Tuesday, March 4, 2025 Date and Time: Tuesday, March 4, 2025 9:00 a.m. Eastern Time Place: Virtually, Via Audio-Only To attend the Annual Meeting you must register at www.proxydocs.com/NDSN Proposals: 1.To elect four director nominees to our Board of Directors; 2.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2025; 3.To approve, on an advisory basis, the compensation of our named executive officers; and 4.To transact other business as may properly come before the Annual Meeting or any adjournme

: Gender Identity

Part I: Gender Identity Directors 3 7 — —

: Demographic Background

Part II: Demographic Background African American or Black — 1 — — Alaskan Native or Native American — — — — Asian — 1 — — Hispanic or Latino — — — — Native Hawaiian or Pacific Islander — — — — White 3 5 — — 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 and Sustainability 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 current directors whose terms will continue after the Annual Meeting, are listed in the next section, 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. 10| Nordson Corporation – 2025 Proxy Statement Table of Contents Nominee for Term Expiring in 2026 Career Highlights and Qualifications Now retired, Ms. Clayton served as chief executive officer and president of Schneider Electric North America SE (digital automation and energy management) from 2016 through 2024. She served as executive vice preside

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