DEF 14A of Nordson Corp, Jan 19, 2024

DEF 14A of Nordson Corp

Filed Jan 19, 2024 · FY20230001193125-24-010767

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Governance and Sustainability 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 2023: Mary Puma retired from the Board effective November 1, 2023 and Christopher L. Mapes was appointed to the Board effective January 16, 2024. The Board is currently comprised of nine directors, with equally balanced classes having three directors per class. Although Mr. Mapes was appointed in January 2024 to the class of directors whose term expires in 2026, he is standing for election at the 2024 Annual Meeting to allow for shareholder approval of his appointment. The Governance and Sustainability 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 Frank M. Jaehnert, Ginger M. Jones, Christopher L. Mapes and Milton M. Morris currently serve as directors. All nominees other than Mr. Mapes have agreed to stand for election for a three-year term. Mr. Mapes has agreed to stand for election for a two-year term. In assessing each director nominee and the composition of the Board as a whole, the Governance and Sustainability 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 racially or ethnically diverse candidates, for each search the Board undertakes. 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.

  2. DIRECTOR SKILLS & ATTRIBUTES

    DIRECTOR SKILLS & ATTRIBUTES

  3. DIRECTOR SKILLS & ATTRIBUTES

    | SKILLS, EXPERIENCE & ATTRIBUTES | | | | | | | | | | | BUSINESS STRATEGY & OPERATIONS Provides a practical understanding of developing, implementing, and assessing our operating plan and business strategy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ACCOUNTING & FINANCIAL Provides guidance in evaluating our financial reporting obligations, financial statements, capital structure, and internal controls | | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | GLOBAL BUSINESS Helps oversee the management of our global operations and understands operating in foreign countries | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | PUBLIC COMPANY Helps oversee an ever-changing mix of strategic, operational, and compliance-related matters as well as drive business strategy, growth, performance, and 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. | | ✓ | ✓ | | | ✓ | ✓ | ✓ | |

  4. DIRECTOR SKILLS & ATTRIBUTES

    See director biographies beginning on page 11 for further detail. 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 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 6.25 years, the average age of our independent directors is 61 years, and forty-four percent of our directors represent gender and racial or ethnic diversity.

  5. DIRECTOR SKILLS & ATTRIBUTES

    | BOARD DIVERSITY MATRIX (as of January 19, 2024) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | 2 | 7 | — | — | | Part II: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | 1 | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | 2 | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | LGBTQ+ | — | — | — | — | | Did Not Disclose Demographic Background | — | — | — | — | | Directors who are Military Veterans | 1 | | | | | Directors with Disabilities | 0 | | | |

  6. DIRECTOR SKILLS & ATTRIBUTES

    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 present 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.

  7. Nominee for Terms Expiring in 2026

    Nominee for Terms Expiring in 2026

  8. Nominee for Terms Expiring in 2026

    | | CHRISTOPHER L. MAPES | | | | Director Since: 2024 Age: 62 Committees: • Audit | Other Public Directorships (current in bold): • Lincoln Electric Holdings, Inc. (Nasdaq: LECO) • The Timken Company (NYSE: TKR) • A.O. Smith Corporation (NYSE: AOS) |

  9. Nominee for Terms Expiring in 2026

    Mr. Mapes retired as president and chief executive officer of Lincoln Electric Holdings, Inc. (Nasdaq: LECO) (global manufacturer of welding and automation solutions) in December 2023, a position he held since December 2012 after serving as chief operating officer in 2011. Prior to that, he served as executive vice president and a divisional president of A.O. Smith Corporation (NYSE: AOS) (residential and commercial water heater and boiler manufacturing) until its divestiture in 2011. He continues to serve as executive chairman of Lincoln Electric, a position he has held since 2013. Mr. Mapes’ experience spans more than 35 years of industrial manufacturing experience in large, global, publicly-traded companies. Beyond his keen understanding of the manufacturing industry, Mr. Mapes has significant experience developing and implementing strategies related to operating plans, merger and acquisitions, global operations and international compliance. Additionally, his service on other public boards enables Mr. Mapes to provide meaningful insight on corporate governance and financial matters. Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Mr. Mapes represents each of the key skills and qualifications noted for him in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.

  10. Nominees for Terms Expiring in 2027

    Nominees for Terms Expiring in 2027

  11. Nominees for Terms Expiring in 2027

    | | FRANK M. JAEHNERT | | | | Director Since: 2012 Age: 66 Committees: • Audit (Chair) • Executive | Other Public Directorships (current in bold): • Itron, Inc. (Nasdaq: ITRI) • Briggs & Stratton Corporation (formerly NYSE: BGG) (2014-2021) |

  12. Nominees for Terms Expiring in 2027

    Now retired, Mr. Jaehnert served as chief executive officer and president of Brady Corporation (NYSE: BRC) (high performance labels, signage, printers, and software) from 2003 through 2013. Previously, he served as a divisional president and chief financial officer of Brady Corporation and held various financial positions in Germany and in the United States for Robert Bosch GmbH (international manufacturer). Mr. Jaehnert has earned a NACD Directorship Certification and was named as an NACD Directorship 100 honoree for the year 2020. Mr. Jaehnert has also earned a Certificate in Cybersecurity through the NACD/Software Institute of Carnegie Mellon University in 2023. Mr. Jaehnert has served in the public company leadership capacities noted above as well as other significant leadership roles at global companies. His experience includes leading and overseeing corporate strategy, profitable growth, mergers and acquisitions, corporate governance, and financial performance, including corporate finance, financial reporting, risk management, capital allocation and strategic planning. Additionally, Mr. Jaehnert has significant experience, perspective and insight from his service and leadership with other public company boards. Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Mr. Jaehnert represents each of the key skills and qualifications noted for him in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.

  13. Nominees for Terms Expiring in 2027

    | | GINGER M. JONES | | | | Director Since: 2019 Age: 59 Committees: • Audit • Compensation | Other Public Directorships (current in bold): • Tronx Limited (NYSE: TROX) • Holley (NYSE: HLLY) • Libbey, Inc. (formerly NYSE: LBY) (2013-2020) |

  14. Nominees for Terms Expiring in 2027

    Now retired, Ms. Jones served as the senior vice president and chief financial officer of Cooper Tire & Rubber Company (NYSE: CTB) (tire manufacturing), from 2014 until her retirement in 2018. Prior to joining Cooper, Ms. Jones served as chief financial officer of Plexus Corporation (Nasdaq: PLXS) (electronics manufacturing) from 2004 to 2014. Ms. Jones brings 30 years of accounting and finance skills, in industries ranging from consumer goods, industrial manufacturing, supply chain management and software. In addition to her strong financial acumen, Ms. Jones has meaningful expertise in business strategy and operations, mergers and acquisitions, corporate governance, and understands the unique challenges that come with operating a global business. Ms. Jones’ also brings her experience on previous and currently held board positions on other publicly traded companies, including with audit committees. Based on her strong background, experience and performance in senior leadership roles and as a director, our Board believes Ms. Jones represents each of the key skills and qualifications noted for her in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.

  15. Nominees for Terms Expiring in 2027

    | | MILTON M. MORRIS | | | | Director Since: 2022 Age: 53 Committees: • Audit • Governance and Sustainability | Other Public Directorships (current in bold): • Embecta Corp. (Nasdaq: EMBC) • Myomo, Inc. (NYSE: MYO) |

  16. Nominees for Terms Expiring in 2027

    Dr. Morris currently serves as a Principal of MEHL BioMedical, LLC (biomedical consulting services), where he has provided consulting services to start-up companies in the biomedical device industry since 2015. Dr. Morris retired from Neuspera Medical Inc., a privately held company (medical technology), where he had served as president and chief executive officer from 2015 to 2022. 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., (medical technology), as well as director, marketing and arrythmia franchise leader of Boston Scientific Corporation (NYSE: BSX) (multinational medical device manufacturing). 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 expertise in global decentralized organizations, mergers and acquisitions, international compliance, and affords the Board a unique perspective in identifying strategic and tactical risks attendant to the medical device market. Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Dr. Morris represents each of the key skills and qualifications noted for him in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.

  17. Present Directors with Terms Expiring in 2025

    Present Directors with Terms Expiring in 2025

  18. Present Directors with Terms Expiring in 2025

    | | JOHN A. DEFORD | | | | Director Since: 2020 Age: 62 Committees: • Audit • Governance and Sustainability | Other Public Directorships (current in bold): • Globus Medical Inc. (NYSE: GMED) • Maravai LifeSciences Holdings, Inc. (Nasdaq: MRVI) • NuVasive, Inc. (Nasdaq: NUVA) (2018-2023) |

  19. Present Directors with Terms Expiring in 2025

    Dr. DeFord is currently chairman, chief executive officer and president of Samothrace Medical Innovations, Inc., a privately held medical technology company, which he co-founded in March 2022. Previously, Dr. DeFord served as executive vice president and chief technology officer of Becton, Dickinson and Company (NYSE: BDX) (medical technology and manufacturing) from 2017 until 2021. Prior to that, he was senior vice president of Science, Technology and Clinical Affairs for C.R. Bard, Inc. (medical technology manufacturing), which was acquired by BDX in 2017, managing director of Early Stage Partners, a venture capital fund, and president and chief executive officer of Cook Incorporated, a privately held medical device manufacturer. Dr. DeFord brings a wealth of diverse experiences resulting from serving in various leadership positions over the past 35 years, he holds 14 U.S. patents, is the author of numerous peer-reviewed scientific papers, and has a Ph.D in Electrical Engineering. His experience also includes leading and overseeing mergers and acquisitions and corporate governance initiatives. Dr. DeFord’s expertise in the medical device sector and executive experience in multi-billion dollar, global companies enables him to make significant contributions to discussions regarding the Company’s strategy and growth.

  20. Present Directors with Terms Expiring in 2025

    | | JENNIFER PARMENTIER | | | | Director Since: 2020 Age: 56 Committees: • Governance and Sustainability (Chair) • Audit • Executive | Other Public Directorships (current in bold): • Parker-Hannifin Corp. (NYSE: PH) |

  21. Present Directors with Terms Expiring in 2025

    Ms. Parmentier has served as chief executive officer of Parker-Hannifin Corp. (NYSE: PH) (motion control manufacturing) 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. Ms. Parmentier brings strong international operating experience in the industrial sector to the Board. Her experiences, specifically her career with Parker-Hannifin, 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. She also has extensive experience in financial planning and performance, mergers and acquisitions, employee engagement, management of corporate initiatives and other corporate governance matters.

  22. Present Directors with Terms Expiring in 2025

    | | VICTOR L. RICHEY, JR. | | | | Director Since: 2010 Age: 66 Committees: • Compensation (Chair) • Executive | Other Public Directorships (current in bold): • Thermon Group Holdings, Inc. (NYSE: THR) • ESCO Technologies Inc. (NYSE: ESE) (2006-2023) |

  23. Present Directors with Terms Expiring in 2025

    Now retired, Mr. Richey served as executive chair of the board of ESCO Technologies Inc. (NYSE: ESE) (fluid management manufacturing) from January 2023 to June 2023. He previously served as ESCO Technologies’ chair of the board, president, and chief executive officer from 2003 to 2022. Mr. Richey has extensive experience in senior leadership 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. He has also demonstrated meaningful expertise in mergers and acquisitions and the ability to provide accountability, transparency and protection of shareholder interests.

  24. Present Directors with Terms Expiring in 2026

    Present Directors with Terms Expiring in 2026

  25. Present Directors with Terms Expiring in 2026

    | | MICHAEL J. MERRIMAN, JR. | | | | Director Since: 2008 Age: 67 Committees: • Executive (Chair) • Compensation | Other Public Directorships (current in bold): • Regis Corporation (NYSE: RGS) • Invacare Corporation (NYSE: IVC) (2014-2018), (2022-2023) • OMNOVA Solutions Inc. (formerly, NYSE: OMN) (2008-2020) |

  26. Present Directors with Terms Expiring in 2026

    Mr. Merriman has served as Chair of our Board since February 2018. He is 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. Previously, Mr. Merriman was an operating and strategic advisor of Resilience Capital Partners LLC, a private equity firm, from 2008 until 2017. Prior to that, Mr. Merriman served as president and chief executive officer of Lamson & Sessions Co. (formerly, NYSE: LMS) (thermoplastic conduit manufacturing) and as senior vice president and chief financial officer of American Greetings Corporation (formerly, NYSE: AM) (greeting card manufacture and design). 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.

  27. Present Directors with Terms Expiring in 2026

    | | SUNDARAM NAGARAJAN | | | | Director Since: 2019 Age: 61 Committees: • Executive | Other Public Directorships (current in bold): • Wesco International,Inc. (NYSE: WCC) • Sonoco Products Company (NYSE: SON) (2015-2022) |

  28. Present Directors with Terms Expiring in 2026

    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 Illinois Tool Works, 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. 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. He has been instrumental in driving and implementing strategies to strengthen our financial performance, culture, values, purpose, employee engagement, customer experience, profitable growth and management of ESG initiatives, cybersecurity and other significant risks and opportunities. 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 2024 Annual Meeting.

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  30. Objectives of Director Compensation

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

  31. Objectives of Director Compensation

    | • | 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; |

  32. Objectives of Director Compensation

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

  33. Objectives of Director Compensation

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

  34. Objectives of Director Compensation

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

  35. Objectives of Director Compensation

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

  36. Elements of Director Compensation

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

  37. Elements of Director Compensation

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

  38. Elements of Director Compensation

    | • | We do not provide separate Board and committee meeting fees. |

  39. Elements of Director Compensation

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

  40. Elements of Director Compensation

    | • | 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. |

  41. Elements of Director Compensation

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

  42. Elements of Director Compensation

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

  43. Elements of Director Compensation

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

  44. Elements of Director Compensation

    | • | Directors are prohibited from pledging or hedging Nordson common shares. |

  45. Elements of Director Compensation

    Determining Director Compensation. The Governance and Sustainability Committee oversees, reviews, and reports to the Board on director compensation. The Governance and Sustainability Committee annually reviews competitive market data for non-employee director compensation and makes recommendations to the Board for its approval. The Governance and Sustainability Committee is assisted in performing its duties by Exequity LLP (“Exequity”), the Compensation Committee’s independent compensation consultant. Exequity’s review for 2023 consisted of an analysis of competitive market data from a selected peer group of companies approved by the Compensation Committee. The peer group is consistent with the peer group used for the executive compensation review conducted during 2023. The components and respective amounts of non-employee director compensation for 2023 were:

  46. Elements of Director Compensation

    | ANNUAL DIRECTOR COMPENSATION(1) | ANNUAL CHAIR COMPENSATION | | | | Chair of the Board | $100,000 | | | Audit Committee Chair | $20,000 | | | Compensation Committee Chair | $15,000 | | | Governance and Sustainability Committee Chair | $15,000 |

  47. Elements of Director Compensation

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

  48. Elements of Director Compensation

    Annual Cash Retainer. The cash retainers are paid in equal quarterly installments. Generally, for directors who join the Board after the commencement of a fiscal year, the annual retainer is prorated based on the number of days remaining in the fiscal year. Annual Equity Award. Restricted share unit awards are granted annually and are effective the first business day of the fiscal year. The awards vest 100% on the last day of the fiscal year. If a director retires from the Board prior to the vesting date, restricted share units are forfeited on a pro-rata basis, based on the number of days served prior to retirement. If a director is appointed by the Board or elected by the shareholders after the commencement of a fiscal year, generally, the restricted share unit award is prorated based on the number of days remaining in the fiscal year. If restricted share units are not deferred, then the units and accrued dividend equivalents convert to Nordson common shares on a one-for-one basis on the vesting date. Deferred Compensation Program. Under the directors deferred compensation plan, non-employee directors may defer all or a portion of their annual cash retainer into a non-qualified, unfunded deferred compensation account in the form of deferred cash or share equivalent units. Amounts deferred (i) as cash will earn a return based on the 10-year Treasury bill constant maturity interest rate or (ii) as share equivalent units will earn a return based on our common share price and accrued dividend equivalents. We do not pay above market or preferential interest rates under this deferred compensation plan. Directors may elect to defer the receipt of restricted share units prior to the grant date. If the receipt is deferred, the restricted share units and accrued dividend equivalents will convert to share equivalent units on a one-for-one basis on the vesting date and thereafter are not subject to forfeiture. After retirement or resignation from our Board, the share equivalent units and any cash retainers that were deferred as share equivalent units are paid out in our common shares in predetermined quarterly installments over a four-year period or in a lump sum, as elected by the director. Any cash retainers that were deferred as cash, and accrued interest thereon, will be paid out in cash in predetermined quarterly installments over a four-year period or in a lump sum, as elected by the director. Share Ownership Guidelines. The Board believes that our non-employee directors should have a meaningful ownership interest in the Company and has implemented share ownership guidelines for our non-employee directors. The ownership guidelines require non-employee directors to own a minimum of five times their annual cash retainer in common shares. Shares held in the form of share equivalent units or restricted share units qualify as shares owned under the guidelines. Newly elected directors have five years within which to achieve the share ownership requirement. All non-employee directors currently meet the guidelines, except for Mr. Mapes, Dr. Morris and Ms. Parmentier, who were appointed within the last four years and have five years from the date of their respective appointment to achieve their ownership requirement, per the Governance Guidelines. Charitable Matching Gifts Program. Current and retired non-employee directors may participate in our charitable matching gifts program that is available to all current and retired employees. Messrs. Merriman, Morris and Richey, and Mses. Jones and Puma participated in this program in 2023, under which we made matching contributions totaling $125,000 in 2023. Indemnity Agreements. To attract and retain highly qualified candidates to serve as our directors, we provide indemnification agreements that are intended to secure protection for our directors contemplated by our Amended Regulations (the “Regulations”) and to the full extent permitted by Ohio law.

  49. Director Compensation Table for Fiscal Year 2023

    Director Compensation Table for Fiscal Year 2023 The following table sets forth the total compensation of each non-employee director for services provided as a director in 2023.

  50. Director Compensation Table for Fiscal Year 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | John A. DeFord | 90,000 | 164,869 | $5,727 | $260,596 | | Frank M. Jaehnert | 110,000 | 164,869 | $24,645 | $299,513 | | Ginger M. Jones | 90,000 | 164,869 | $25,589 | $280,458 | | Michael J. Merriman, Jr. | 190,000 | 164,869 | $112,063 | $466,932 | | Milton M. Morris | 90,000 | 164,869 | $15,065 | $269,934 | | Jennifer A. Parmentier | 92,609 | 164,869 | $65 | $257,542 | | Mary G. Puma | 102,391 | 164,869 | $46,837 | $314,097 | | Victor L. Richey, Jr. | 105,000 | 164,869 | $65,493 | $335,362 |

  51. Director Compensation Table for Fiscal Year 2023

    | (1) This column represents the grant date fair value of the restricted share unit awards as calculated under FASB ASC Topic 718 and does not reflect whether the recipient has actually received a financial gain from these awards. The assumptions made in valuing share awards reported in this column for 2023 are discussed in Note 14 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form 10-K for 2023. Because the restricted share unit awards vest at the end of each fiscal year, none of our non-employee directors had any awards outstanding as of the end of fiscal 2023. |

  52. Director Compensation Table for Fiscal Year 2023

    | (2) The following table describes each component of the “All Other Compensation” column of the Director Compensation Table for 2023: |

  53. Director Compensation Table for Fiscal Year 2023

    | Name | Interest and dividends on deferred compensation accounts ($) | Health, life, and business travel accident insurance benefits ($) | Charitable matching contributions made by the Company ($) | Total All Other Compensation ($) | | John A. DeFord | $5,662 | $65 | $0 | $5,727 | | Frank M. Jaehnert | $24,580 | $65 | $0 | $24,645 | | Ginger M. Jones | $5,524 | $65 | $20,000 | $25,589 | | Michael J. Merriman, Jr. | $62,834 | $19,229(a) | $30,000 | $112,063 | | Milton M. Morris | $0 | $65 | $15,000 | $15,065 | | Jennifer A. Parmentier | $0 | $65 | $0 | $65 | | Mary G. Puma | $6,772 | $65 | $40,000 | $46,837 | | Victor L. Richey, Jr. | $45,428 | $65 | $20,000 | $65,493 |

  54. Director Compensation Table for Fiscal Year 2023

    (a) Mr. Merriman receives $19,164 in income for insurance premiums for coverage based on the full COBRA premium value for 2023 because Mr. Merriman participates in our company-sponsored health care plan under a legacy program which affords health care coverage to a non-employee director on the same terms as our employees. No other non-employee directors participate in this legacy, and now discontinued, program.

  55. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | Section | Subject | Page | | Executive Summary | • Fiscal Year 2023 Performance | 39 | | | • Long-Term Shareholder Value Creation | 39 | | | • Say on Pay Results | 40 | | | • Pay for Performance | 40 | | Discussion of our Compensation Program | • Executive Compensation Philosophy | 42 | | | • Executive Compensation Decision Process | 43 | | | • Elements of Compensation | 46 | | | • CEO Compensation | 47 | | | • Total Target Compensation Mix | 47 | | | • 2023 Actions and Analysis | 51 | | | • Other Components of Compensation | 57 | | | • Additional Compensation Policies | 60 | | Compensation Committee Report | | 63 | | Compensation Tables and Explanatory Notes | • 2023 Summary Compensation Table | 66 | | | • 2023 Grants of Plan-Based Awards | 70 | | | • 2023 Outstanding Equity Awards | 73 | | | • 2023 Options Exercised and Stock Vested | 75 | | | • Non-Qualified Deferred Compensation | 79 | | | • Potential Benefits Upon Termination or Change of Control | 81 |

  56. Long-Term Shareholder Value Creation

    Long-Term Shareholder Value Creation

  57. Long-Term Shareholder Value Creation

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

  58. 2023 Annual Cash Incentive Award

    2023 Annual Cash Incentive Award

  59. 2023 Annual Cash Incentive Award

    | Performance Measure (Weight)(1) | Achievement % of Target(2) | | | | | | Corporate | IPS | ATS | MFS | | Organic Revenue (40%) | 0% | 78% | 0% | 0% | | Base Business Operating Profit (60%) | 0% | 131% | 0% | 0% |

  60. 2023 Annual Cash Incentive Award

    | (1) See the Compensation Discussion and Analysis below for how these metrics are defined. |

  61. 2023 Annual Cash Incentive Award

    | (2) Achievement is shown for actual currency results. |

  62. 2021—2023 Performance Share Unit Award: Performance Measures

    2021—2023 Performance Share Unit Award: Performance Measures

  63. 2021—2023 Performance Share Unit Award: Performance Measures

    | | 2021 | | | 2022 | | | 2023 | | | | | Performance Measure (Weight)(1) | Target | Actual | Result (% of Target) | Target | Actual | Result (% of Target) | Target | Actual | Result (% of Target) | Total | | EPS Growth (40%) | 7% | 35% | 200% | 8% | 20% | 200% | 8% | (10)% | —% | | | ROIC (30%) | 11% | 17% | 200% | 12% | 19% | 200% | 12% | 15% | 155% | | | EBITDA Margin (30%) | 26% | 31% | 200% | 28% | 31% | 174% | 28% | 30% | 146% | | | Total Performance | | | 200% | | | 192% | | | 90% | 161% |

  64. 2021—2023 Performance Share Unit Award: Performance Measures

    | (1) See the Compensation Discussion and Analysis below for how these metrics are defined and weighted. |

  65. 2021—2023 Performance Share Unit Award: Relative TSR Modifier

    2021—2023 Performance Share Unit Award: Relative TSR Modifier

  66. 2021—2023 Performance Share Unit Award: Relative TSR Modifier

    | TSR Relative to S&P 900 Selected Peer Group | | | | Pay-for- Performance Result | | Threshold (-20 % points from Total Performance) ≤25th percentile of the peer group | Target (no change) 25th - 75th percentile of the peer group | Maximum (+ 20 % points to Total Performance) ≥75th percentile of the peer group | | | | | | S&P 900 Peer Group TSR% | | Nordson percentile rank | | | | 42% | | <25 | | | | | Payout | 141% |

  67. Executive Compensation Philosophy

    | Align with Shareholder Interests | Pay for Performance | Talent Retention | | Executives are primarily rewarded through equity-based, long-term awards, which directly tie to share price movement and the creation of shareholder value. | A significant portion of compensation is provided through variable, performance based components that are at-risk and based on achievement of designated objectives. | Our program is designed to achieve the Company’s goal of attracting, developing and retaining agile, global business leaders who can establish and drive financial and strategic growth objectives to build long-term shareholder value. |

  68. Role of the Third-Party Executive Compensation Consultant

    Role of the 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 benchmarking 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 charter requires that it annually assess the independence of Exequity in light of SEC rules and Nasdaq listing standards. In 2023, the Compensation Committee performed this assessment and concluded that no conflict of interest prevented Exequity from independently and objectively advising the Compensation Committee.

  69. Benchmarking - Peer Group and Compensation Surveys

    Benchmarking - Peer Group and Compensation Surveys As part of its compensation decision process, the Compensation Committee conducts an annual review of the compensation practices of the competitive market against a group of peer companies. The Compensation Committee also reviews the peer group annually and makes modifications so that the group closely resembles our competitive market for executive talent. Generally, we set our executive compensation to be in line with benchmark data using companies selected as our proxy peers. In line with our pay-for-performance philosophy, we would expect that, over time, incentive awards would pay out above target for performance that outperforms our peer group median, and below target for performance that falls short of peer group performance. At its May 2022 meeting, the Compensation Committee, in consultation with Exequity, approved a compensation peer group for 2023 compensation decisions based on the following criteria:

  70. Benchmarking - Peer Group and Compensation Surveys

    | Peer Group Determining Criteria | | • Revenue generally between 0.5x - 2.0x Nordson’s revenue | | • Market value generally between 0.33x - 3.0x Nordson’s market value | | • Global scope and similar business model characteristics | | • Profiles similar to Nordson’s, based on industries served |

  71. Benchmarking - Peer Group and Compensation Surveys

    Based on a review of companies meeting this criteria, the following companies are included in our peer group for 2023:

  72. Benchmarking - Peer Group and Compensation Surveys

    | Nordson’s Peer Group for 2023 | | | | | AMETEK, Inc. | Graco Inc. | Lincoln Electric Holdings, Inc. | Trimble Inc. | | Barnes Group Inc. | ICU Medical, Inc.* | MKS Instruments, Inc. | Vontier Corporation* | | Chart Industries, Inc. | IDEX Corporation | National Instruments Corporation | Watts Water Technologies, Inc. | | Donaldson Company, Inc. | ITT Inc. | Teleflex Incorporated* | Woodward, Inc. | | Entegris, Inc. | Keysight Technologies | Teradyne, Inc. | |

  73. Benchmarking - Peer Group and Compensation Surveys

    | * Companies added to the 2023 compensation peer group based on the selection criteria. FLIR Systems, Inc. was removed because it was acquired by Teledyne Technologies in 2021. |

  74. Benchmarking - Peer Group and Compensation Surveys

    | | Revenue(1) ($MMs) | Market Cap As of Dec. 2021(2) ($MMs) | | 75th Percentile | $3,112 | $18,371 | | Average | $2,733 | $13,565 | | Median | $2,765 | $8,747 | | 25th Percentile | $1,898 | $6,166 | | Nordson Corporation | $2,362 | $14,851 |

  75. Benchmarking - Peer Group and Compensation Surveys

    | (1) Revenue values are as of the most recent fiscal year ending on or before December 31, 2021. |

  76. Benchmarking - Peer Group and Compensation Surveys

    | (2) Our compensation peer group for 2023 was approved during the May 2022 meeting. Due to the date of this meeting, the latest full-year data available to and considered by the Compensation Committee was December 2021. |

  77. Elements of Compensation

    | Pay Component | | Role | Determination Factors | | Salary | | Fixed cash compensation that provides a reliable source of income | • Competitive positioning against benchmark data for similar roles, individual performance, experience and potential. | | Annual Cash Incentive Awards | | Cash incentive compensation that rewards for driving key business, operational and individual performance. Range: 0-200% | One-year performance period | | | | | • 50% Segment Performance* ¡ 40% Organic Revenue Growth ¡ 60% Base Business Profit Growth | | | | | • 50% Total Company Performance ¡ 40% Organic Revenue Growth ¡ 60% Base Business Profit Growth | | Long-Term Incentive Awards | | Long-term equity based compensation that facilitates retention, increases share ownership and aligns interest of executives and shareholders. | | | | Performance Share Units (40%) | Rewards executives for achieving long-term financial goals. Granted at the beginning of a three-year performance period with units earned based on performance achievement over the three-year period. Range: 0-200% | Three-year performance period | | | | | • 40% EPS Growth | | | | | • 30% ROIC | | | | | • 30% EBITDA Margin | | | Stock Options (40%) | Incentivizes executives through share price appreciation. Vested options remain exercisable for 10 years from the date of the grant. | Four-year incremental vesting | | | | | • Share price | | | Restricted Share Units (20%) | Promotes execution on longer-term financial and strategic goals that drive shareholder value creation. | Three-year incremental vesting | | | | | • Share price | | | | | • Continued employment | | Perquisites | | Minimal perquisites are provided to enable executives to focus on company business with minimal distractions. | • Competitive market practice for similar roles |

  78. CEO Compensation

    | 2023 Compensation Element | Value | | Base Salary | $975,000 | | Annual Cash Incentive Award Target Opportunity | $1,170,000 (120% of base salary) | | 2023-2025 Performance Share Unit Award Target Opportunity | 8,852 share units $2,124,569 grant date fair value | | Stock Options | 25,582 shares $2,012,792 grant date fair value (1) | | Restricted Share Units | 4,426 share units $1,062,284 grant date fair value |

  79. CEO Compensation

    | (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. |

  80. Total Target Compensation Mix

    Total Target Compensation Mix We design our executive officers’ compensation opportunity to be largely performance-based and at-risk. Consistent with our pay for performance philosophy and to incentivize our executives to focus on performance, approximately 87% of the target total compensation opportunity for Mr. Nagarajan and 75% of the average total target compensation opportunity for our other named executive officers in 2023 was at-risk or based on attainment of performance metrics. This includes approximately 71% for Mr. Nagarajan’s compensation and 56% for the average named executive officer’s compensation in the form of long-term and multi-year incentive opportunities granted in restricted share units, stock options, and performance share units. The performance share units depend on attainment of pre-established performance metrics and for the 2021-2023 performance cycle, alignment with relative total shareholder return. Approximately 16% of Mr. Nagarajan’s and 17% of the average of the other named executive officers’ 2023 compensation was in the form of an at-risk annual cash incentive opportunity that is tied to year over year achievement of strategic goals. 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.

  81. Total Target Compensation Mix

    | | Base Salary | | | • Represents 13% of the CEO’s, and 25% of the average of the other named executive officers’ target direct compensation(1) | | | Annual Cash Incentive Award | | | • Represents 16% (at target) of the CEO’s, and 17% (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 71% of the CEO’s, and 58% 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 shares 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 shares 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 |

  82. Total Target Compensation Mix

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

  83. Total Target Compensation Mix

    The Annual Cash Incentive Award is designed to drive high-performance results based on the achievement of 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. Performance and payouts under the Annual Cash Incentive Award were determined based on financial measures — organic 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 consider organic revenue growth and base business operating profit growth to be measures critical to our success and that offer the proper balance between growth and profitability. More specifically:

  84. Total Target Compensation Mix

    For named executive officers who have responsibility for certain corporate functions (including our Chief Executive Officer, Chief Financial Officer, and Executive Vice President, Continuous Improvement) the corporate financial measures accounted for 50% of any payout with a weighted average of the business segments’ financial measures accounting for the other 50% of the payout. For the named executive officers with responsibility for a business segment, the corporate financial measures accounted for 50% of any payout with the applicable business segment’s financial measures accounting for the other 50% of the payout. 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 share units. 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 took numerous factors into consideration. As referenced above, market alignment and competitiveness were key factors the Compensation Committee considered in setting equity compensation levels. Other factors considered were current industry trends, practices among our peer group, and the behaviors the awards were intended to drive. In addition to these factors, the Compensation Committee placed significant weight on the dilutive impact equity issuances have on our shareholders. In assessing dilution, the Compensation Committee considered the annualized effect of equity compensation by analyzing the equity “burn rate” over 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 considered the aggregate impact of all past equity compensation grants by looking at the Company’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 provided the Compensation Committee with insight into the long-term cost of the Company’s equity compensation programs. The approximate allocation for 2023 of the three equity components (as a percent of the long-term incentive compensation opportunity) was as follows:

  85. Total Target Compensation Mix

    | Equity Form | % of Opportunity | | Performance Share Units | 40 | | Stock Options | 40 | | Restricted Share Units | 20 |

  86. Total Target Compensation Mix

    For fiscal year 2024, the Compensation Committee has adjusted the approximate allocation of the three components (as a percentage of the long-term incentive compensation opportunity) to 50% Performance Share Units, 30% Stock Options, and 20% Restricted Share Units. 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 shares at the time of payout. In selecting the quantitative performance measures and goals for the 2023 Performance Share Incentive Award, the Compensation Committee considered whether the measures were appropriately aligned with those in the Annual Cash Incentive Award so that the overall compensation design did 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 Performance Share Incentive Award are determined based on quantitative corporate financial measures — earnings per share growth, return on invested capital, and EBITDA margin. More specifically:

  87. Total Target Compensation Mix

    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 share price 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. 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 those 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. Dividends on restricted share units are credited and earned on the number of underlying shares that ultimately vests. We made equity grants, including performance awards, stock option awards, and restricted unit awards, to our executive officers on December 1, 2022, at the same time we granted equity to other key employees under our 2021 Stock Incentive and Award Plan. We have historically considered equity grants 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.

  88. 2023 Actions and Analysis

    | Named Executive Officer | Company Factor (% of Target) | Segment Factor (% of Target) | Combined Factor Payout (% of Target) | | Sundaram Nagarajan | 0.0% | 28.3% | 28.3% | | Joseph P. Kelley | 0.0% | 28.3% | 28.3% | | Jeffrey A. Pembroke | 0.0% | 54.9% | 54.9% | | Stephen P. Lovass | 0.0% | 0.0% | 0.0% | | James E. DeVries | 0.0% | 28.3% | 28.3% |

  89. 2023 Actions and Analysis

    | Named Executive Officer | Company Factor (% of Target) | Segment Factor (% of Target) | Combined Factor Payout (% of Target) | | Sundaram Nagarajan | 0.0% | 33.9% | 33.9% | | Joseph P. Kelley | 0.0% | 33.9% | 33.9% | | Jeffrey A. Pembroke | 0.0% | 65.6% | 65.6% | | Stephen P. Lovass | 0.0% | 0.0% | 0.0% | | James E. DeVries | 0.0% | 33.9% | 33.9% |

  90. 2023 Actions and Analysis

    Under our currency adjustment policy, because the difference between the two potential payout percentage rates for the IPS segment is greater than 10 percentage points, the Annual Cash Incentive Award payout includes a currency adjustment. The final payout for Jeffrey A. Pembroke, leader of the IPS segment, was adjusted down 10 percentage points from the currency neutral results, (which represents a 0.7% upward adjustment from the actual currency results), reflecting the Committee’s position that payouts should be affected only by currency fluctuation greater than 10 percentage points. The results are presented in the table below:

  91. 2023 Actions and Analysis

    | Named Executive Officer | Target Payout Opportunity ($) | Combined Factor Payout (% of Target) | Actual Payout ($) (1) | | Sundaram Nagarajan | $1,170,000 | 28.3% | $331,012 | | Joseph P. Kelley | $434,400 | 28.3% | $122,921 | | Jeffrey A. Pembroke | $364,000 | 55.6% | $202,354 | | Stephen P. Lovass | $324,800 | 0.0% | $0 | | James E. DeVries | $258,000 | 28.3% | $73,004 |

  92. 2023 Actions and Analysis

    | (1) The Actual payout shows the dollar amount paid to each named executive officer and may not add due to rounding. |

  93. 2023 Actions and Analysis

    | | 2021 | | | 2022 | | | 2023 | | | | Performance Measure (Weight %) | Threshold (25%) | Target (100%) | Maximum (200%) | Threshold (25%) | Target (100%) | Maximum (200%) | Threshold (25%) | Target (100%) | Maximum (200%) | | EPS Growth (40%) | —% | 7% | 14% | —% | 8% | 16% | —% | 8% | 16% | | ROIC (30%) | 8% | 11% | 15% | 8% | 12% | 18% | 10% | 16% | 22% | | EBITDA Margin (30%) | 23% | 26% | 29% | 23% | 28% | 32% | 26% | 30% | 34% |

  94. 2023 Actions and Analysis

    | TSR Relative to S&P 900 Selected Peer Group | | | | Threshold (-20 % points from Total Performance) | Target (no change) | Maximum (+ 20 % points to Total Performance) | | ≤25th percentile of the peer group | 25th - 75th percentile of the peer group | ≥75th percentile of the peer group |

  95. 2023 Actions and Analysis

    Under our currency adjustment policy, because the difference between the two potential payout percentage rates is equal to or less than +/- 10 percentage points, the 2021-2023 Performance Share Incentive Award payout is based on the calculation at actual currency rates, with no adjustments. Next, the Compensation Committee determined the Company’s relative total shareholder return performance over the three-year period as compared to the S&P 900 Selected. To assess the modifier impact, the 30-day average share price of each company in the month preceding the start of the three-year period and for the final month of the three-year period was used to calculate total shareholder return over the three-year period. The Company’s percentile rank was <25. Therefore, the payout percentage was adjusted down by 20 percentage points. The final payout results are presented in the table below:

  96. 2023 Actions and Analysis

    | Named Executive Officer | Target Payout Opportunity (# of Shares) | Payout (% of Target) | Payout (# of Shares)(1) | | Sundaram Nagarajan | 8,200 | 141% | 11,554 | | Joseph P. Kelley | 1,890 | 141% | 2,663 | | Jeffrey A. Pembroke | 1,890 | 141% | 2,663 | | Stephen P. Lovass | 1,250 | 141% | 1,761 | | James E. DeVries | 1,200 | 141% | 1,691 |

  97. 2023 Actions and Analysis

    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. In November 2022, the Compensation Committee fixed values for the 2023-2025 Performance Share Incentive Award grants to each named executive officer, as aligned with approximately the median peer group and survey benchmark for the position, as reported by Exequity. We granted performance share units to our executive officers on December 1, 2022. The award share valuation on the grant date was $231.34. The following table provides information regarding the share payout opportunities for each of the named executive officers at threshold, target, and maximum performance for the 2023-2025 performance period:

  98. 2023 Actions and Analysis

    | Named Executive Officer | Threshold Payout (# Shares) | Target Payout (# Shares) | Maximum Payout (# Shares) | Target Earned Date | Actual Payout | | Sundaram Nagarajan | 2,213 | 8,852 | 17,704 | October 31, 2025 | Not determined | | Joseph P. Kelley | 753 | 3,010 | 6,020 | October 31, 2025 | Not determined | | Jeffrey A. Pembroke | 487 | 1,948 | 3,896 | October 31, 2025 | Not determined | | Stephen P. Lovass | 376 | 1,505 | 3,010 | October 31, 2025 | Not determined | | James E. DeVries | 354 | 1,416 | 2,832 | October 31, 2025 | Not determined |

  99. 2023 Actions and Analysis

    Stock Options 2023 Stock Options – Grant of Award We granted stock options for 2023 to our executive officers on December 1, 2022 following the Compensation Committee’s November meeting. The stock options were granted with an exercise price equal to $240.01 per share. The following table provides information regarding the stock options granted to our named executive officers for 2023:

  100. 2023 Actions and Analysis

    | (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. |

  101. Welfare and Retirement Benefits

    | Qualified Defined Contribution 401(k) Plan | | • Our 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 a non-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 may 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 under this plan. | | Defined Benefit Pension Plan | | • Certain of our executive officers participate in a Company-sponsored tax-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 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, 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 our tax-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 our tax-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 a 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. |

  102. Severance and Other Benefits due to a Change in Control

    Severance and Other Benefits due to a Change in Control We believe that the occurrence, or potential occurrence, of a change-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 into change-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 a change-in-control. The primary purpose of these agreements is to keep executive 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. Severance benefits payable under our change-in-control retention agreements are conditioned upon the occurrence of a “double trigger” event (meaning there must be both a change-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 respective change-in-control retention agreements in order for the benefits to become payable). We include a double-trigger, rather than a “single trigger” that provides for severance payments solely on the basis of a change-in-control, because a double trigger is consistent with the purpose of encouraging the continued employment of the executive officer following a change-in-control. In the event of a change-in-control and a qualifying termination of employment, an executive officer will be entitled to receive:

  103. Severance and Other Benefits due to a Change in Control

    | • | accrued but unpaid compensation, including a pro-rata payout of the Annual Cash Incentive Award; |

  104. Severance and Other Benefits due to a Change in Control

    | • | 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; |

  105. Severance and Other Benefits due to a Change in Control

    | • | 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; |

  106. Severance and Other Benefits due to a Change in Control

    | • | professional outplacement services; and |

  107. Severance and Other Benefits due to a Change in Control

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

  108. Severance and Other Benefits due to a Change in Control

    The Compensation Committee has determined that change-in-control retention agreements executed after November 1, 2015, will not provide for “gross-up” payments to cover any federal excise taxes that may be owed on change-in-control severance payments and benefits. Change-in-control retention agreements executed prior to November 1, 2015, which do provide for a gross-up for any excess federal excise taxes that may be owed on change in control-related severance payments and benefits, remain in effect.

  109. Treatment of Share-based Awards

    Treatment of Share-based Awards To provide our executive officers with the same opportunity as our shareholders to realize the value created by a change-in-control, the shareholder-approved 2021 Nordson Corporation Share and Incentive Award Plan generally provides for full vesting of all outstanding share-based awards upon a “double-trigger” basis in the event of a change-in-control and a qualifying termination of the participant’s employment.

  110. Non Change-in-control Severance Agreements

    Non Change-in-control Severance Agreements Mr. Nagarajan is the only executive officer for whom we have any obligation to pay severance other than following a change-in-control. We have agreed to provide Mr. Nagarajan with cash severance and other benefits in the event his employment is terminated by us without “Cause” or he terminates his employment with us for “Good Reason” (each such term as defined in his employment agreement). 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:

  111. Non Change-in-control Severance Agreements

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

  112. Non Change-in-control Severance Agreements

    | • | a pro-rata payout of his Annual Cash Incentive Award, based on actual performance; |

  113. Non Change-in-control Severance Agreements

    | • | a pro-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; |

  114. Non Change-in-control Severance Agreements

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

  115. Non Change-in-control Severance Agreements

    | • | full vesting of restricted share unit awards; |

  116. Non Change-in-control Severance Agreements

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

  117. Non Change-in-control Severance Agreements

    | • | 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. |

  118. Non Change-in-control Severance Agreements

    We will not provide a gross-up for any tax imposed upon any payment received by Mr. Nagarajan under his employment agreement.

  119. Equity Grant Policy

    Equity Grant Policy We grant equity on a consistent schedule, generally on the first day of the month following the first Compensation Committee meeting of the fiscal year, which are generally scheduled three years in advance. We do not grant performance share units, stock options, or restricted share units to our executive officers in anticipation of the release of significant earnings announcements or other material non-public information likely to result in changes to the price of our common shares. Similarly, we do not time the release of material non-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 month will be effective the first day of the following month.

  120. Currency Fluctuation Policy

    Currency Fluctuation Policy The Compensation Committee believes that management should be held accountable for some, but not all, of the effect of currency fluctuation on corporate financial and segment 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. These two payout rates are then compared and if the difference between them is less than or equal to +/-10%, the payout will be based on the calculation at actual foreign currency rates. If the difference between these two payout rates is 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. 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 Form 10-K for 2023 to determine the currency neutral result, with the exception that we do not attempt to re-measure gains and losses, based on a retranslation at the prior year’s exchange rates, from foreign currency transactions, including forward contracts, of the 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.

  121. RISKS RELATED TO EXECUTIVE COMPENSATION POLICIES AND PRACTICES

    RISKS RELATED TO EXECUTIVE COMPENSATION POLICIES AND PRACTICES The Compensation Committee believes that the design of the executive compensation program as outlined in the “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.

  122. SUMMARY COMPENSATION FOR FISCAL YEAR 2023

    | • | Bonus. We did not award any discretionary cash bonus to any named executive officer. |

  123. SUMMARY COMPENSATION FOR FISCAL YEAR 2023

    | • | Stock Awards. The awards disclosed in the “Stock Awards” column consist of restricted share unit awards and performance share incentive awards for the 2023-2025, 2022-2024, 2021-2023 performance periods. The calculations are based upon the grant date fair value of restricted share units and performance share units as calculated under FASB ASC Topic 718 for 2023, 2022, and 2021. Details about the performance share incentive awards made during 2023 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. |

  124. SUMMARY COMPENSATION FOR FISCAL YEAR 2023

    | • | 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.” |

  125. SUMMARY COMPENSATION FOR FISCAL YEAR 2023

    | • | Change in Pension Value and Non-Qualified Deferred Compensation Earnings. The amounts disclosed in the “Change in Pension Value and Non-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 and non-qualified excess defined benefit pension plan. We do not pay above-market or preferential rates on the non-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. |

  126. Summary Compensation Table For Fiscal Year 2023

    Summary Compensation Table For Fiscal Year 2023 In this section we provide certain tabular and narrative information regarding the compensation of our named executive officers for 2023, 2022, and 2021 (as applicable).

  127. Summary Compensation Table For Fiscal Year 2023

    | Name and Principal Position | Fiscal Year | Salary $(1) | 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 | 2023 | 975,000 | 3,110,106 | 2,012,792 | 331,012 | 443,516 | 109,219 | 6,981,645 | | | 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 | | Joseph P. Kelley Executive Vice President and Chief Financial Officer | 2023 | 543,000 | 1,779,504 | 684,359 | 122,921 | 110,709 | 67,940 | 3,308,433 | | | 2022 | 527,000 | 859,955 | 714,987 | 733,584 | 68,563 | 31,600 | 2,935,688 | | | 2021 | 512,000 | 1,344,240 | 457,502 | 768,000 | — | 23,512 | 3,105,254 | | Jeffrey A. Pembroke Executive Vice President | 2023 | 520,000 | 684,420 | 442,811 | 202,354 | 242,832 | 42,642 | 2,135,059 | | | 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 | | Stephen P. Lovass Executive Vice President | 2023 | 464,000 | 817,351 | 342,179 | — | 185,924 | 42,808 | 1,852,263 | | | 2022 | 428,250 | 582,635 | 464,364 | 527,801 | — | 32,234 | 2,035,283 | | | 2021 | 409,000 | 1,004,448 | 303,130 | 531,700 | — | 14,313 | 2,262,591 | | James E. DeVries Executive Vice President | 2023 | 430,000 | 690,111 | 322,037 | 73,004 | 348,748 | 43,375 | 1,907,275 | | | 2022 | 415,000 | 429,847 | 357,453 | 462,144 | — | 33,794 | 1,698,238 | | | 2021 | 399,000 | 977,782 | 291,903 | 476,400 | — | 26,130 | 2,171,215 |

  128. Summary Compensation Table For Fiscal Year 2023

    | (1) This column also includes amounts of base salary deferred. These deferrals are noted in footnote 1 to the “Non-Qualified Deferred Compensation” table. |

  129. Summary Compensation Table For Fiscal Year 2023

    | (2) This column includes the grant date fair value of restricted share 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 2023 is based on target performance and for fiscal year 2021 and 2022 it is also based on target performance but the value is slightly greater than the share 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 for 2023 awards is shown in the table below. The assumptions made in valuing share awards reported in this column for 2023 are discussed in Note 14 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form 10-K for 2023. |

  130. Summary Compensation Table For Fiscal Year 2023

    | Named Executive Officer | Fiscal Year | Maximum Payout (# Units) | Maximum Grant Date Fair Value Payout ($) | | Sundaram Nagarajan | 2023 | 17,704 | 4,095,643 | | Joseph P. Kelley | 2023 | 6,020 | 1,392,667 | | Jeffrey A. Pembroke | 2023 | 3,896 | 901,301 | | Stephen P. Lovass | 2023 | 3,010 | 696,333 | | James E. DeVries | 2023 | 2,832 | 655,155 |

  131. Summary Compensation Table For Fiscal Year 2023

    | (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. |

  132. Summary Compensation Table For Fiscal Year 2023

    | 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, 2023: |

  133. Summary Compensation Table For Fiscal Year 2023

    | Fiscal Year | Number of Shares Awarded | Exercise Price | Expected Life (in years) | Dividend Yield | Volatility | Risk-Free Rate | | 2023 | 48,350 | $240.01 | 6.1 | 1.12% | 0.30352 | 3.79% | | 2022 | 56,309 | $267.51 | 6.2 | 0.76% | 0.30627 | 1.47% | | 2022 | 1,283 | $230.50 | 6.1 | 0.89% | 0.30535 | 2.65% | | 2021 | 62,000 | $201.50 | 6.2 | 0.83% | 0.3084 | 0.54% |

  134. Summary Compensation Table For Fiscal Year 2023

    | The assumptions listed above for individual awards differ slightly from those presented in Note 14 Stock-based Compensation in the “Notes to Consolidated Financial Statements” section of our Form 10-K for 2023. The assumptions in Note 14 represent awards to all executive officers and key employees and grant dates during each year. |

  135. Summary Compensation Table For Fiscal Year 2023

    | See the “Grants of Plan-Based Awards” table for information with respect to the stock options awarded in 2023 and the “Outstanding Equity Awards” table for information with respect to the stock options awarded prior to 2023. |

  136. Summary Compensation Table For Fiscal Year 2023

    | (4) The amounts in this column represent the total non-equity incentive plan compensation earned by each named executive officer in the respective fiscal year under our Annual Cash Incentive Award (including the portion of the Annual Cash Incentive Award payout that was deferred by our named executive officers). These deferrals are noted in footnote 1 to the “Non-Qualified Deferred Compensation” table. |

  137. Summary Compensation Table For Fiscal Year 2023

    | (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. There were no above-market or preferential earnings on non-qualified deferred compensation. The present value amounts of the accumulated benefits were determined using assumptions discussed in Note 6 Retirement, Pension and other Post-retirement Plans in the “Notes to Consolidated Financial Statements” section of our Form 10-K for 2023. |

  138. Summary Compensation Table For Fiscal Year 2023

    | The following table provides further details to the increases or (decreases) by plan for 2023: |

  139. Summary Compensation Table For Fiscal Year 2023

    | Named Executive Officer | Change in Pension Plan Value ($) | Change in Excess Pension Plan Value ($) | | Sundaram Nagarajan | 37,416 | 406,100 | | Joseph P. Kelley(i) | 19,809 | 90,900 | | Jeffrey A. Pembroke | 28,147 | 214,685 | | Stephen P. Lovass | 39,940 | 145,984 | | James E. DeVries | 37,295 | 311,453 |

  140. Summary Compensation Table For Fiscal Year 2023

    | (i) Mr. Kelley has not met his 5-year service requirement for vesting and is therefore not vested in the pension. |

  141. Summary Compensation Table For Fiscal Year 2023

    | (6) The following tables describe each component of the “All Other Compensation” column in the Summary Compensation Table for 2023: |

  142. Summary Compensation Table For Fiscal Year 2023

    | Named Executive Officer | Total Perquisites ($)(a) | Company Contributions to Tax-Qualified and Non-Qualified Plans ($) | Company Match of Charitable Contributions ($) | Total All Other Compensation ($) | | Sundaram Nagarajan | 8,932 | 80,288 | 20,000 | 109,219 | | Joseph P. Kelley | 10,868 | 39,672 | 17,400 | 67,940 | | Jeffrey A. Pembroke | — | 36,042 | 6,600 | 42,642 | | Stephen P. Lovass | 6,116 | 27,293 | 9,400 | 42,808 | | James E. DeVries | 3,269 | 27,560 | 12,547 | 43,375 |

  143. Summary Compensation Table For Fiscal Year 2023

    | (a) Total perquisites for 2023: |

  144. Summary Compensation Table For Fiscal Year 2023

    | Named Executive Officer | Financial Planning ($) | Business and Airline Club Dues ($) | Executive Physicals ($) | Total Perquisites ($) | | Sundaram Nagarajan | 5,000 | 550 | 3,382 | 8,932 | | Joseph P. Kelley | 5,000 | 450 | 5,418 | 10,868 | | Jeffrey A. Pembroke | — | — | — | — | | Stephen P. Lovass | 3,500 | 550 | 2,066 | 6,116 | | James E. DeVries | 2,800 | 469 | — | 3,269 |

  145. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS We granted the following awards to our executive officers in 2023:

  146. GRANTS OF PLAN-BASED AWARDS

    | • | Annual Cash Incentive Award. The Compensation Committee establishes quantitative corporate financial and segment performance goals at the beginning of a fiscal year. Any payouts are determined by actual fiscal year performance against the pre-established corporate financial and segment performance measures for our named executive officers that lead our businesses. This award is referred to in the following table as “ACIA.” |

  147. GRANTS OF PLAN-BASED AWARDS

    | • | Performance Share Incentive Awards. The Compensation Committee establishes performance share incentive awards for executive officers based on performance measures. The award is in the form of performance share units which are settled in unrestricted Nordson common shares on a one-for-one basis or share equivalent units on a one-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.” |

  148. GRANTS OF PLAN-BASED AWARDS

    | • | Restricted Share Unit Awards. Restricted share units are awarded and represent a contingent right to receive shares, following vesting and subject to other terms and conditions of the award. The restricted share units may not be voted, sold, or transferred prior to settlement. Cash dividends are not paid on the restricted share units, but are credited to the 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. Annual awards of restricted share units vest generally on a pro-rata basis annually each year for three years following the date of award. These awards are referred to in the following table as “RSU.” |

  149. GRANTS OF PLAN-BASED AWARDS

    | • | 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 and tax-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 an award-by-award basis is set forth in the table below. These awards are referred to in the following table as “Options.” |

  150. Grants of Plan-Based Awards

    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 2023.

  151. Grants of Plan-Based Awards

    | 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 | 12/1/2022 | 585,000 | 1,170,000 | 2,340,000 | — | — | — | — | — | — | — | | | PSIA | 12/1/2022 | — | — | — | 2,213 | 8,852 | 17,704 | — | — | — | 2,047,822 | | | RSU | 12/1/2022 | — | — | — | — | — | — | 4,426 | — | — | 1,062,284 | | | Options | 12/1/2022 | — | — | — | — | — | — | — | 25,582 | 240.01 | 2,012,792 | | Kelley | ACIA | 12/1/2022 | 217,200 | 434,400 | 868,800 | — | — | — | — | — | — | — | | | PSIA | 12/1/2022 | — | — | — | 753 | 3,010 | 6,020 | — | — | — | 696,333 | | | RSU | 10/31/2023 | | | | | | | 3,396 | | | 721,956 | | | RSU | 12/1/2022 | — | — | — | — | — | — | 1,505 | — | — | 361,215 | | | Options | 12/1/2022 | — | — | — | — | — | — | — | 8,698 | 240.01 | 684,359 | | Pembroke | ACIA | 12/1/2022 | 182,000 | 364,000 | 728,000 | — | — | — | — | — | — | — | | | PSIA | 12/1/2022 | — | — | — | 487 | 1,948 | 3,896 | — | — | — | 450,650 | | | RSU | 12/1/2022 | — | — | — | — | — | — | 974 | — | — | 233,770 | | | Options | 12/1/2022 | — | — | — | — | — | — | — | 5,628 | 240.01 | 442,811 | | Lovass | ACIA | 12/1/2022 | 162,400 | 324,800 | 649,600 | — | — | — | — | — | — | — | | | PSIA | 12/1/2022 | — | — | — | 376 | 1,505 | 3,010 | — | — | — | 348,167 | | | RSU | 10/31/2023 | | | | | | | 1,358 | | | 288,697 | | | RSU | 12/1/2022 | — | — | — | — | — | — | 752 | — | — | 180,488 | | | Options | 12/1/2022 | — | — | — | — | — | — | — | 4,349 | 240.01 | 342,179 | | DeVries | ACIA | 12/1/2022 | 129,000 | 258,000 | 516,000 | — | — | — | — | — | — | — | | | PSIA | 12/1/2022 | — | — | — | 354 | 1,416 | 2,832 | — | — | — | 327,577 | | | RSU | 10/31/2023 | | | | | | | 906 | | | 192,607 | | | RSU | 12/1/2022 | — | — | — | — | — | — | 708 | — | — | 169,927 | | | Options | 12/1/2022 | — | — | — | — | — | — | — | 4,093 | 240.01 | 322,037 |

  152. Grants of Plan-Based Awards

    | (1) These columns show the estimated dollar value of the potential payout under the annual cash incentive award at threshold, target, or maximum payout levels. The Compensation Committee’s process to determine payouts under the annual cash incentive award is described in the Executive Compensation Discussion and Analysis section of this Proxy Statement under the caption “Elements of Executive Compensation.” |

  153. Grants of Plan-Based Awards

    | (2) These columns show the potential number of shares to be paid out for our named executive officers under the performance 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. |

  154. Grants of Plan-Based Awards

    | (3) Values in this column reflect the grant date fair value for stock option awards, restricted share unit awards, and performance share incentive awards determined in accordance with FASB ASC Topic 718. The grant date fair value of the performance 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. |

  155. Grants of Plan-Based Awards

    | 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 shares at the award date. |

  156. Grants of Plan-Based Awards

    | For establishing grant date fair value of Options, we use the Black-Scholes stock option pricing model to calculate the fair value of Options. The key assumptions for the Black-Scholes valuation method include the expected life of the Option, stock price volatility, the risk-free interest rate, dividend yield and exercise price. The exercise price of Options 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 Option awards presented in the table for the named executive officers: |

  157. Grants of Plan-Based Awards

    | Named Executive Officer | 12/1/2023 | | Expected Volatility | 0.304 | | Risk-Free Interest Rate(i) | 4% | | Dividend Yield | 1% | | Expected Life | 6.1 |

  158. Grants of Plan-Based Awards

    | (i) The rate available at the time the award was made on zero-coupon U.S. Government issues with a remaining term equal to the expected life. |

  159. OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023 The following narrative, table, and footnotes describe equity awards to our named executive officers under our Nordson Corporation 2021 Stock Incentive and Award Plan that were outstanding as of the end of 2023:

  160. OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023

    | • | 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. |

  161. OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023

    | • | 2022-2024 Performance Share Incentive Awards (disclosed as “2022 PSIA” awards in the “Stock Awards” columns). The 2022-2024 performance period began November 1, 2021 and concludes October 31, 2024. 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. |

  162. OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023

    | • | 2023-2025 Performance Share Incentive Awards (disclosed as “2023 PSIA” awards in the “Stock Awards” columns). The 2023-2025 performance period began November 1, 2022 and concludes October 31, 2025. 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. |

  163. OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023

    | • | Restricted Share Unit Awards (disclosed in the “Stock Awards” columns). Consist of the unvested restricted share units as of October 31, 2023. |

  164. OUTSTANDING EQUITY AWARDS AT OCTOBER 31, 2023

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

  165. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth information with respect to performance share incentive awards, restricted share unit awards and stock option awards held by our named executive officers as of October 31, 2023. Dates noted below the names of the named executive officers represent award dates for stock options and restricted share units.

  166. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 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) ($) | | Sundaram Nagarajan | | | | | | | | | | 2021 PSIA | — | — | — | — | — | — | 16,400 | 3,486,476 | | 2022 PSIA | — | — | — | — | — | — | 15,200 | 3,231,368 | | 2023 PSIA | — | — | — | — | — | — | 17,704 | 3,983,400 | | Restricted Share Units: | | | | | | | | | | 23-Nov-2020 | — | — | — | — | 1,367 | 290,611 | — | — | | 22-Nov-2021 | — | — | — | — | 2,533 | 538,490 | — | — | | 1-Dec-2022 | — | — | — | — | 4,426 | 940,923 | — | — | | Stock Options: | | | | | | | | | | 25-Nov-2019 | 31,350 | 10,450 | 165.21 | 11/25/2029 | — | — | — | — | | 23-Nov-2020 | 17,550 | 17,550 | 201.50 | 11/23/2030 | — | — | — | — | | 22-Nov-2021 | 7,750 | 23,250 | 267.51 | 11/22/2031 | — | — | — | — | | 1-Dec-2022 | — | 25,582 | 240.01 | 12/1/2032 | — | — | — | — | | Joseph P. Kelley | | | | | | | | | | 2021 PSIA | | | | | | | 3,780 | 803,590 | | 2022 PSIA | — | — | — | — | — | — | 4,362 | 927,318 | | 2023 PSIA | — | — | — | — | — | — | 6,020 | 1,354,500 | | Restricted Share Units: | | | | | | | | | | 23-Nov-2020 | — | — | — | — | 620 | 139,500 | — | — | | 22-Nov-2021 | — | — | — | — | 1,090 | 245,250 | — | — | | 1-Dec-2022 | — | — | — | — | 1,505 | 319,948 | — | — | | 31-Oct-2023 | — | — | — | — | 3,396 | 721,956 | — | — | | Stock Options: | | | | | | | | | | 06-Jul-2020 | 15,987 | 5,330 | 189.72 | 7/6/2030 | — | — | — | — | | 23-Nov-2020 | 4,075 | 4,075 | 201.50 | 11/23/2030 | — | — | — | — | | 22-Nov-2021 | 2,238 | 6,715 | 267.51 | 11/22/2031 | — | — | — | — | | 1-Dec-2022 | 0 | 8,698 | 240.01 | 12/1/2032 | — | — | — | — | | Jeffrey A. Pembroke | | | | | | | | | | 2021 PSIA | — | — | — | — | — | — | 3,780 | 803,590 | | 2022 PSIA | — | — | — | — | — | — | 3,524 | 749,167 | | 2023 PSIA | — | — | — | — | — | — | 3,896 | 876,600 | | Restricted Share Units: | | | | | | | | | | 23-Nov-2020 | — | — | — | — | 310 | 65,903 | — | — | | 22-Nov-2021 | — | — | — | — | 587 | 124,790 | — | — | | 1-Dec-2023 | — | — | — | — | 974 | 207,063 | — | — | | Stock Options: | | | | | | | | | | 21-Nov-2016 | 6,500 | — | 107.65 | 11/21/2026 | — | — | — | — | | 20-Nov-2017 | 8,400 | — | 127.67 | 11/20/2027 | — | — | — | — | | 26-Nov-2018 | 8,300 | — | 124.90 | 11/26/2028 | — | — | — | — | | 25-Nov-2019 | 6,600 | 2,200 | 165.21 | 11/25/2029 | — | — | — | — | | 30-Mar-2020 | 645 | 215 | 138.59 | 3/30/2030 | — | — | — | — | | 23-Nov-2020 | 4,075 | 4,075 | 201.50 | 11/23/2030 | — | — | — | — | | 22-Nov-2021 | 1,807 | 5,424 | 267.51 | 11/22/2031 | — | — | — | — | | 1-Dec-2022 | 0 | 5,628 | 240.01 | 12/1/2032 | — | — | — | — |

  167. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | 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 | | | | | | | | | | 2021 PSIA | | | | | | | 2,500 | 531,475 | | 2022 PSIA | — | — | — | — | — | — | 3,072 | 653,076 | | 2023 PSIA | — | — | — | — | — | — | 3,010 | 677,250 | | Restricted Share Units: | | | | | | | | | | 23-Nov-2020 | — | — | — | — | 208 | 44,219 | — | — | | 22-Nov-2021 | — | — | — | — | 378 | 80,359 | — | — | | 01-Aug-2021 | — | — | — | — | 202 | 42,943 | — | — | | 01-Dec-2022 | — | — | — | — | 752 | 159,868 | — | — | | 31-Oct-2023 | — | — | — | — | 1,358 | 288,697 | | | | Stock Options: | | | | | | | | | | 20-Nov-2017 | 3,784 | — | 127.67 | 11/20/2027 | — | — | — | — | | 26-Nov-2018 | 5,000 | — | 124.90 | 11/26/2028 | — | — | — | — | | 25-Nov-2019 | 4,230 | 1,410 | 165.21 | 11/25/2029 | — | — | — | — | | 30-Mar-2020 | 604 | 202 | 138.59 | 3/30/2030 | — | — | — | — | | 23-Nov-2020 | 2,700 | 2,700 | 201.50 | 11/23/2030 | — | — | — | — | | 22-Nov-2021 | 1,162 | 3,487 | 267.51 | 11/22/2031 | — | — | — | — | | 01-Aug-2022 | 320 | 963 | 230.50 | 8/1/2032 | — | — | — | — | | 01-Dec-2022 | — | 4,349 | 240.01 | 12/1/2032 | — | — | — | — | | James E. DeVries | | | | | | | | | | 2021 PSIA | | | | | | | 2,400 | 510,216 | | 2022 PSIA | — | — | — | — | — | — | 2,180 | 463,446 | | 2023 PSIA | — | — | — | — | — | — | 2,832 | 637,200 | | Restricted Share Units: | | | | | | | | | | 23-Nov-2020 | — | — | — | — | 200 | 42,518 | — | — | | 22-Nov-2021 | — | — | — | — | 362 | 76,958 | — | — | | 01-Dec-2022 | — | — | — | — | 708 | 150,514 | — | — | | 31-Oct-2023 | — | — | — | — | 906 | 192,607 | — | — | | Stock Options: | | | | | | | | | | 24-Nov-2014 | 5,800 | — | 79.66 | 11/25/2024 | — | — | — | — | | 23-Nov-2015 | 9,100 | — | 70.91 | 11/23/2025 | — | — | — | — | | 21-Nov-2016 | 6,600 | — | 107.65 | 11/21/2026 | — | — | — | — | | 20-Nov-2017 | 6,500 | — | 127.67 | 11/20/2027 | — | — | — | — | | 26-Nov-2018 | 6,100 | — | 124.90 | 11/26/2028 | — | — | — | — | | 25-Nov-2019 | 4,631 | 1,544 | 165.21 | 11/25/2029 | — | — | — | — | | 23-Nov-2020 | 2,600 | 2,600 | 201.50 | 11/23/2030 | — | — | — | — | | 22-Nov-2021 | 1,119 | 3,357 | 267.51 | 11/22/2031 | — | — | — | — | | 01-Dec-2022 | — | 4,093 | 240.01 | 12/1/2032 | — | — | — | — |

  168. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Amounts in these columns represent outstanding vested and unvested stock options awarded from November 24, 2014 to October 31, 2023. The options become exercisable in four equal annual installments (25% of award per year), commencing one year after the grant date. As of October 31, 2023, none of the options awarded during 2023 had vested. |

  169. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) Amounts in these columns represent restricted share unit awards that have not vested as of October 31, 2023. Restricted share units generally vest in three equal annual installments, commencing one year after date of grant. The restricted share unit awards that were granted on October 31, 2023 vest in either two or three year cliff vesting. Market Value was calculated by multiplying the closing price of our common shares on October 31, 2023 – $212.59 per share – by the number of unvested shares. |

  170. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) This column reflects the maximum performance share units awarded in 2021, 2022 and 2023. Payouts in unrestricted share units are conditioned upon performance during three-year cycles ending on October 31, 2023, October 31, 2024 and October 31, 2025, respectively, and will be determined following the Compensation Committee’s certification of performance at the close of the respective performance period. |

  171. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) The 2021, 2022 and 2023 Performance Share Incentive Awards are shown at maximum payout because the target performance level would be exceeded based on performance to date. Market value was calculated by multiplying the closing price of our common shares on October 31, 2022 – $212.59 per share – by the maximum number of performance share units. |

  172. OPTION EXERCISES AND STOCK VESTED

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

  173. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | 2021-2023 PSIA Payout | | 2021 Continuation Award Payout | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Earned on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Earned on Vesting ($) | Value Realized on Vesting ($) | | Sundaram Nagarajan | — | — | 11,554 | 2,750,199 | 5,095 | 1,194,268 | | Joseph P. Kelley | — | — | 2,663 | 633,874 | — | — | | Jeffrey A. Pembroke | 5,000 | 847,046 | 2,663 | 633,874 | 2,548 | 597,251 | | Stephen P. Lovass | 1,216 | 124,567 | 1,761 | 419,171 | 1,783 | 417,935 | | James E. DeVries | 5,200 | 789,257 | 1,691 | 402,509 | 1,783 | 417,935 |

  174. OPTION EXERCISES AND STOCK VESTED

    | | Restricted Share Units Awarded on 11/25/2019 (Vested on 11/30/2022) | | Restricted Share Units Awarded on 11/23/2020 (Vested on 11/23/2022) | | Restricted Share Units Awarded on 11/22/2021 (Vested on 11/22/2022) | | | Named Executive Officer | Number of Shares Acquired (#) | Value Realized ($)(1) | Number of Shares Acquired (#) | Value Realized ($)(2) | Number of Shares Acquired (#) | Value Realized ($)(3) | | Sundaram Nagarajan | 1,566 | 370,343 | 1,367 | 320,425 | 1,266 | 295,725 | | Joseph P. Kelley | — | — | 310 | 72,664 | 363 | 84,793 | | Jeffrey A. Pembroke | 333 | 78,751 | 310 | 72,664 | 294 | 68,675 | | Stephen P. Lovass | 210 | 49,663 | 208 | 48,755 | 188 | 43,915 | | James E. DeVries | 233 | 55,102 | 200 | 46,880 | 181 | 42,280 |

  175. OPTION EXERCISES AND STOCK VESTED

    | (1) Value was calculated by multiplying the closing of our common shares on November 30, 2022—$236.49 per share—by the number of shares that vested. |

  176. OPTION EXERCISES AND STOCK VESTED

    | (2) Value was calculated by multiplying the closing of our common shares on November 23, 2022— $234.40 per share—by the number of shares that vested. |

  177. OPTION EXERCISES AND STOCK VESTED

    | (3) Value was calculated by multiplying the closing of our common shares on November 22, 2022— $233.59 per share—by the number of shares that vested. |

  178. OPTION EXERCISES AND STOCK VESTED

    | | Restricted Share Units Awarded on 03/30/2020 (Vested on 03/30/2023) | | Restricted Share Units Awarded on 07/06/2020 (Vested on 07/06/2023) | | Restricted Share Units Awarded on 08/01/2022 (Vested on 08/01/23) | | | Named Executive Officer | Number of Shares Acquired (#) | Value Realized ($)(4) | Number of Shares Acquired (#) | Value Realized ($)(5) | Number of Shares Acquired (#) | Value Realized ($)(6) | | Joseph P. Kelley | — | — | 2,039 | 490,848 | | | | Jeffrey A. Pembroke | 30 | 6,564 | — | — | — | — | | Stephen P. Lovass | 32 | 7,002 | — | — | 67 | 16,794 |

  179. OPTION EXERCISES AND STOCK VESTED

    | (4) Value was calculated by multiplying the closing of our common shares on March 3, 2023— $218.81 per share—by the number of shares that vested. |

  180. OPTION EXERCISES AND STOCK VESTED

    | (5) Value was calculated by multiplying the closing of our common shares on July 6, 2023— $240.73 per share—by the number of shares that vested |

  181. OPTION EXERCISES AND STOCK VESTED

    | (6) Value was calculated by multiplying the closing of our common shares on August 1, 2023— $250.66 per share—by the number of shares that vested |

  182. PENSION BENEFITS

    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 2023.

  183. PENSION BENEFITS

    | 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 | 4.25 | $152,503 | 0 | | | Excess Defined Benefit Pension Plan | 4.25 | $1,218,065 | 0 | | Joseph P. Kelley | Salaried Employees Pension Plan | 3.33 | $69,204 | 0 | | | Excess Defined Benefit Pension Plan | 3.33 | $249,153 | 0 | | Jeffrey A. Pembroke | Salaried Employees Pension Plan | 18.08 | $484,529 | 0 | | | Excess Defined Benefit Pension Plan | 18.08 | $1,499,606 | 0 | | Stephen P. Lovass | Salaried Employees Pension Plan | 6.92 | $247,906 | 0 | | | Excess Defined Benefit Pension Plan | 6.92 | $560,777 | 0 | | James E. DeVries | Salaried Employees Pension Plan | 38.17 | $1,247,485 | 0 | | | Excess Defined Benefit Pension Plan | 38.17 | $2,551,249 | 0 |

  184. PENSION BENEFITS

    | (1) For the Salaried Employees Pension Plan, the actuarial assumptions used to determine the present value of the accumulated benefit at October 31, 2023 are: |

  185. PENSION BENEFITS

    | • | measurement date of October 31; |

  186. PENSION BENEFITS

    | • | each participant’s benefit commences at age 65, the age at which retirement may occur without any age-based reduction in benefits, discounted to October 31, 2023 using a discount rate of 6.11%; |

  187. PENSION BENEFITS

    | • | the benefits are payable as a single life annuity; and |

  188. PENSION BENEFITS

    | • | post-retirement mortality based on the Pri-2012 Fully Generational Mortality Table for Healthy Annuitant projected with mortality improvements by Scale MP2021. |

  189. PENSION BENEFITS

    | (2) For the Excess Defined Benefit Pension Plan, the calculation of the present value of the accumulated benefit assumes a 25 percent single life annuity election and a 75 percent lump sum election at age 65, the age at which retirement may occur without any age-based reduction in benefits, discounted to October 31, 2023 using a discount rate of 5.77%, a lump sum interest rate of 4.95% and post-retirement mortality based on the life expectancy under IRC regulation 1.401(a)(9)-9. |

  190. Salaried Employees 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. 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:

  191. Salaried Employees Pension Plan

    | • | 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. |

  192. Salaried Employees Pension Plan

    | • | 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. |

  193. Salaried Employees Pension Plan

    | • | 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. |

  194. Salaried Employees Pension Plan

    | • | 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. |

  195. Salaried Employees Pension Plan

    | • | 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. |

  196. Salaried Employees Pension Plan

    As described above in the Executive Compensation Discussion and Analysis on page 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.

  197. NON-QUALIFIED DEFERRED COMPENSATION

    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 2023 under the Amended and Restated 2005 Deferred Compensation Plan.

  198. NON-QUALIFIED DEFERRED COMPENSATION

    | | 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 | 3,910,071 | 70,388 | (270,142) | — | 5,196,431 | | Joseph P. Kelley | 304,453 | 29,772 | 24,967 | — | 918,873 | | Jeffrey A. Pembroke(3) | 870,726 | 26,142 | (14,665) | — | 3,027,721 | | Stephen P. Lovass | 43,777 | 17,393 | 3,767 | — | 154,362 | | James E. DeVries | 504,245 | 17,660 | 66,441 | — | 2,409,607 |

  199. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) This column includes the following amounts, all of which were included in the Summary Compensation Table above: |

  200. NON-QUALIFIED DEFERRED COMPENSATION

    | (a) Amounts of base salary each named executive officer deferred in 2023: Mr. Nagarajan, $236,192; Mr. Kelley, $20,869; Mr. Pembroke, $99,985; Mr. Lovass, $17,423; and Mr. DeVries, $85,988. These amounts deferred are included in the “Salary” column of the Summary Compensation Table. |

  201. NON-QUALIFIED DEFERRED COMPENSATION

    | (b) Amounts of Annual Cash Incentive Award payout deferred in 2023: Mr. Nagarajan, $334,080; Mr. Kelley, $283,584; Mr. Pembroke, 0; Mr. Lovass, $26,354; and Mr. DeVries, $418,257. |

  202. NON-QUALIFIED DEFERRED COMPENSATION

    | (c) Settlement date dollar value of Performance Share Incentive Award payout: Mr. Nagarajan, $3,339,799; Mr. Kelley, $0.; Mr. Pembroke, $770,741; Mr. Lovass, $0; and Mr. DeVries, $0. |

  203. NON-QUALIFIED DEFERRED COMPENSATION

    | (2) The fiscal year-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 shown in the aggregate: |

  204. NON-QUALIFIED DEFERRED COMPENSATION

    | (a) Base salary: Mr. Nagarajan, $291,531; Mr. Kelley,$263,689; Mr. Pembroke, $119,279; Mr. Lovass, $98,941; and Mr. DeVries, $162,800. |

  205. NON-QUALIFIED DEFERRED COMPENSATION

    | (b) Annual Cash Incentive Award payout: Mr. Nagarajan, $282,185; Mr. Kelley, $216,519 Mr. Pembroke $15,429; Mr. Lovass, $26,585; and Mr. DeVries, $548,406. |

  206. NON-QUALIFIED DEFERRED COMPENSATION

    | (c) Settlement date dollar value of Performance Share Incentive Award payout: Mr. Nagarajan, $230,579; Mr. Kelley, $— Mr. Pembroke, $29,096; Mr. Lovass, $119,375; and Mr. DeVries, $—. |

  207. NON-QUALIFIED DEFERRED COMPENSATION

    | (3) Mr. 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. |

  208. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    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, 2023 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 a change-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.

  209. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | 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 a change-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 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 a change-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 | Vest 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 of change-in-control |

  210. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | 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, 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, 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 Others: None | Yes | | Professional Outplacement Services | None | None | None | None | Yes (up to $50,000) | | Excise and Related Income Tax Gross Up | None | None | None | None | None |

  211. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (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) a pro-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. |

  212. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (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. |

  213. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (3) Presumes involuntary termination was not due to a violation of the Company’s Code. |

  214. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (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 Mr. Nagarajan under his employment agreement. Severance benefits due to Mr. Nagarajan 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. |

  215. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | 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 and non-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. |

  216. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

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

  217. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (5) A change-in-control occurs if and when: |

  218. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | • | a report is filed with the SEC on Schedule 13D or Schedule 14D-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; |

  219. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | • | during any period of 24 consecutive months, individuals who, at the beginning of such 24-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 such 24-month period was approved by a vote of at least two-thirds of the incumbent board; |

  220. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | • | 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 |

  221. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | • | 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. |

  222. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | Upon a change-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. Equity awards that are assumed or continued by the acquirer vest on termination without cause or for good reason within 2 years after the change-in-control. |

  223. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (6) Vested options may be exercised for the life of the option. |

  224. POTENTIAL BENEFITS UPON TERMINATION OR CHANGE OF CONTROL

    | (7) Vested options may be exercised for the earlier of (a) five (5) years following retirement date or (b) the life of the option. |

  225. CEO PAY RATIO

    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 Regulation S-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 Regulation S-K. We identified a new median employee for fiscal year 2023 because the previous median employee was unchanged for the past three years. We identified the median employee by compiling a list of all full-time and part-time employees, excluding the CEO, who were employed by us on October 19, 2023, 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 except for approximately 700 employees who are employed by the ARAG group entities that were acquired in August 2023 as more fully described in Note 3 Acquisitions in the “Notes to Consolidated Financial Statements” section of our Form 10-K for 2023. We calculated the annual total compensation of the median employee by using the same methodology that we used to determine the annual total compensation of our CEO, as reported in the 2023 Summary Compensation Table. Using this calculation method, the annual total compensation of our median employee, excluding the CEO, was $85,402, and the annual total compensation of Mr. Nagarajan, our CEO, was $6,981,645. 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 82 to 1. The pay ratio disclosure rules of Item 402(u) of Regulation S-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.

  226. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  227. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE |

  228. PAY VERSUS PERFORMANCE

    | Fiscal Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c)(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) (h)(4) | Base Business Operating Profit Growth (i)(5) | | | | | | | Total Shareholder Return (f)(3) | Peer Group Total Shareholder Return (g)(3) | | | | 2023 | $6,981,645 | $3,332,104 | $2,300,758 | $72,661 | $113.14 | $137.60 | $487,493 | (3)% | | 2022 | $8,432,113 | $7,015,612 | $2,500,576 | $1,683,456 | $118.41 | $128.69 | $513,103 | 13% | | 2021 | $10,308,750 | $11,919,691 | $3,091,051 | $2,028,682 | $132.51 | $142.05 | $454,368 | 34% |

  229. PAY VERSUS PERFORMANCE

    | (1) Sundaram Nagarajan served as our principal executive officer (“PEO”) for the full year for each of fiscal 2023, 2022 and 2021. For fiscal 2023, our non-PEO named executive officers (“NEOs”) included Joseph P. Kelley, Jeffrey A. Pembroke, Stephen P. Lovass, and James E. DeVries. For fiscal 2022, our non-PEO NEOs included Joseph P. Kelley, Jeffrey A. Pembroke, Stephen P. Lovass and Jennifer L. McDonough. For fiscal 2021, our non-PEO NEOs included Joseph P. Kelley, Gregory P. Merk, Jeffrey A. Pembroke and Stephen P. Lovass. |

  230. PAY VERSUS PERFORMANCE

    | (2) For each of fiscal 2023, 2022 and 2021, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |

  231. PAY VERSUS PERFORMANCE

    | SUNDARAM NAGARAJAN | 2023 | | 2022 | | 2021 | | | Summary Compensation Table Total for PEO (column (b)) | | 6,981,645 | | 8,432,113 | | 10,308,750 | | - aggregate change in actuarial present value of pension benefits | -$ | 1,370,568 | -$ | 927,052 | -$ | 599,499 | | + service cost of pension benefits | | 323,038 | | 372,875 | | 414,386 | | + prior service cost of pension benefits | | — | | — | | 14,728 | | - SCT “Stock Awards” column value | | 3,110,106 | | 2,997,098 | | 5,830,079 | | - SCT “Option Awards” column value | | 2,012,792 | | 2,475,660 | | 1,970,346 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | | 2,488,293 | | 4,375,965 | | 7,643,426 | | [+/-] year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | -$ | 813,409 | -$ | 1,167,627 | | 2,449,803 | | + vesting date fair value of equity awards granted and vested in the covered year | | 713,027 | | 1,370,250 | | — | | [+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | | 96,827 | | 23,961 | -$ | 902,267 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | | — | | — | | — | | + dollar value of dividends/earnings paid on equity awards in the covered year | | 36,149 | | 7,885 | | — | | [+ excess fair value for equity award modifications] | | — | | — | | — | | Compensation Actually Paid to PEO (column (c)) | | 3,332,104 | | 7,015,612 | | 11,919,691 |

  232. PAY VERSUS PERFORMANCE

    | AVERAGE FOR NON-PEO NEOS | 2023 | | 2022 | | 2021 | | | Average SCT Total for Non-PEO NEOs (column (d)) | | 2,300,758 | | 2,500,576 | | 3,091,051 | | - aggregate change in actuarial present value of pension benefits | -$ | 1,727,477 | -$ | 642,927 | -$ | 2,051,879 | | + service cost of pension benefits | | 89,347 | | 86,118 | | 131,937 | | + prior service cost of pension benefits | | — | | — | | 4,608 | | - SCT “Stock Awards” column value | | 992,847 | | 784,400 | | 1,246,865 | | - SCT “Option Awards” column value | | 447,847 | | 518,945 | | 418,909 | | + year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | | 854,453 | | 1,048,192 | | 1,778,869 | | [+/-] year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | -$ | 175,572 | -$ | 229,852 | | 895,006 | | + vesting date fair value of equity awards granted and vested in the covered year, | | 109,324 | | 292,838 | | — | | [+/-] year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | | 50,727 | -$ | 71,519 | -$ | 155,932 | | - fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | | — | | — | | — | | + dollar value of dividends/earnings paid on equity awards in the covered year | | 11,795 | | 3,377 | | 795 | | [+ excess fair value for equity award modifications] | | — | | — | | — | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | | 72,661 | | 1,683,456 | | 2,028,682 |

  233. PAY VERSUS PERFORMANCE

    | (3) For each of fiscal 2023, 2022 and 2021, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on October 31, 2020. The yearly percentage change in cumulative total shareholder return was measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period from October 31, 2020 through and including the last day of the covered fiscal year (the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between stock price per share at the end and the beginning of the Measurement Period, divided by (b) stock price per share at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the year-end values of such investment as of the end of fiscal 2023, 2022 and 2021, as applicable. For purposes of this pay versus performance disclosure, our peer group is the S&P MidCap 400 Ind. Machinery Index (the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. |

  234. PAY VERSUS PERFORMANCE

    | (4) Net income is calculated in accordance with GAAP. |

  235. PAY VERSUS PERFORMANCE

    | (5) The Company-selected measure of Base Business Operating Profit Growth is calculated set forth as described in “Executive Compensation Discussion and Analysis” above. |

  236. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of fiscal 2023, 2022, and 2021, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table.