DEF: Nordson Sets 2026 Annual Meeting Agenda, Highlights 2025 Records

Nordson Corporation announced its 2026 Annual Meeting of Shareholders to be held virtually on March 2, 2026, while highlighting record sales and EBITDA for fiscal year 2025.

Summary

• The Annual Meeting of Shareholders will be held virtually on Monday, March 2, 2026, at 8:30 a.m. Eastern Time.
• Shareholders will vote on the election of three director nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, and an advisory vote on named executive officer compensation.
• Nordson achieved record sales of $2.8 billion in fiscal year 2025, a 4% increase from 2024.
• Record adjusted EBITDA reached $900 million in 2025, meeting the Ascend Strategy goal.
• Adjusted earnings per share (EPS) for 2025 was a record $10.24.
• Free cash flow conversion was 136% of net income, totaling $661 million.
• The company repurchased approximately $300 million in shares during 2025.
• Nordson increased its dividend for the 62nd consecutive year.
• The Board of Directors has 10 members, with 9 independent directors and an independent Chair.
• Executive compensation for 2025 included a CEO base salary of $1,050,000 and a target annual cash incentive of $1,312,500 (125% of base salary).
• Annual cash incentive awards for 2025 were paid out at 101% of target for the CEO and other functional executive leaders, and between 88% and 120% for segment leaders.
• The 2023-2025 Performance Share Unit Award paid out at 65% of target based on average performance over the three-year period.
• Annette Clayton is not being nominated for re-election to the Board, and Jim DeVries, Executive Vice President, Continuous Improvement, announced his retirement effective March 2026.
• Justin Hall was promoted to Executive Vice President, Medical Fluid Solutions in April 2025, following Stephen Lovass's cessation to serve as segment leader.

Sentiment

Score: 8

Explanation: The filing presents a very positive review of fiscal year 2025 financial performance, highlighting record sales, EBITDA, and EPS, along with consistent dividend increases and strong corporate governance. While some incentive payouts were below maximum, the overall tone is one of successful execution of strategy and strong shareholder value creation.

Positives

• Achieved record sales of $2.8 billion in fiscal year 2025, up 4% from 2024.
• Delivered record adjusted EBITDA of $900 million in 2025, meeting the Ascend Strategy goal.
• Reported record adjusted earnings per share of $10.24 in 2025.
• Maintained average gross margins of 55%, demonstrating value and differentiation.
• Generated strong free cash flow conversion of 136% of net income, totaling $661 million.
• Repurchased approximately $300 million in shares during 2025.
• Increased dividends for the 62nd consecutive year, reflecting consistent shareholder returns.
• Successful integration of Atrion Medical contributed to sales and EPS growth in its first year.
• Board refreshment efforts since 2019 have added six new directors, enhancing skills, experience, and tenure.
• All directors attended at least 75% of Board and committee meetings in fiscal year 2025.
• Shareholder Say-on-Pay proposal received 97.3% support, affirming compensation practices.

Negatives

• The 2023-2025 Performance Share Unit Award paid out at 65% of target, indicating some performance metrics were below the initial target over the three-year period.
• ROIC for the 2023-2025 Performance Share Incentive Award was 92% in 2023, 52% in 2024, and 46% in 2025, consistently below the 100% target.
• EPS Growth for the 2023-2025 Performance Share Incentive Award was 0% in 2023 and 2024, indicating no growth in those years relative to target.

Risks

• Forward-looking statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated.
• Risks include those contained in Nordson's Annual Report on Form 10-K for the year ended October 31, 2025 and other documents filed with the SEC.
• Cybersecurity threats and reliance on information systems pose risks to business activities.
• Supply chain interruptions, material availability, and labor shortages are potential operational or financial implications.
• Emerging areas of risk, such as artificial intelligence and technology, require proper oversight.
• Executive compensation policies are designed to balance risk and management motivations, but inherent risks remain.

Future Outlook

The filing primarily reviews past performance and outlines governance for the upcoming annual meeting. It does not provide explicit forward-looking financial guidance or estimates for future periods, beyond the general statement that the company's compensation plans are designed to drive sustainable results and deliver long-term shareholder returns. The 2025-2027 Performance Share Incentive Award targets for EPS Growth (7%), ROIC (12%), and EBITDA Margin (30%) represent internal goals for future performance.

Management Comments

• Victor Richey, Jr., Chair of the Board, expressed gratitude for continued shareholder support and confidence in 2026.
• Management believes Nordson's consistent long-term shareholder value creation is attributable to a rigorously-applied operating model strengthened by the Ascend strategy and implemented by talented and committed executives.
• Management stated that in 2025, strong results were delivered by leveraging the NBS Next growth framework, close-to-the-customer business model, and differentiated products.
• Management noted the successful integration of Atrion Medical contributed to sales and EPS growth in its first year as a Nordson business.
• Management highlighted that the divestiture of the contract manufacturing business drove immediate improvement in margins and increased focus on remaining differentiated medical businesses.

Industry Context

Nordson operates in industrial manufacturing, serving diverse end markets including medical, and is focused on creating value through innovation and excellence in quality and delivery. The company's strategic initiatives, such as the NBS Next growth framework and Ascend Strategy, aim to drive profitable growth both organically and through acquisitions. The company's peer group for compensation benchmarking includes other global industrial product and equipment manufacturers, indicating a competitive landscape for executive talent and a focus on similar financial and operational metrics.

Comparison to Industry Standards

• Nordson's executive compensation program is benchmarked against a peer group of companies with similar revenue, market value, global scope, and business model characteristics, including Advanced Energy Industries, Inc., AMETEK, Inc., Graco Inc., Lincoln Electric Holdings, Inc., and Teleflex Incorporated.
• The company's 2025 revenue of $2.8 billion compares to the peer group's 75th percentile of $3,501 million, average of $3,035 million, and median of $3,038 million, placing Nordson below the median for revenue within its peer group.
• Nordson's market capitalization of $15,061 million as of December 2023 was above the peer group's 75th percentile of $14,292 million, average of $11,007 million, and median of $8,013 million, indicating a strong market valuation relative to its peers.
• The CEO pay ratio of 130 to 1 is provided for comparison, but no specific industry benchmark is given within the filing to assess its competitiveness.

Management Changes

Corporate Governance

Related Party Transactions

• The Board's Related Person Transaction Policy requires review and approval of transactions between the Company and its subsidiaries and related persons (directors, nominees, 5%+ owners, executive officers, and their immediate family members).
• In 2025, all transactions and relationships evaluated by the Board involved only immaterial ordinary course of business purchase and sale of goods and services at companies where directors serve as an officer or director.
• The amounts involved in these transactions were less than the greater of $1 million or 1% of Nordson's and the recipients' respective annual revenues in each of the last three years.
• Examples include sales of products to NXP Semiconductors N.V., Oshkosh Corporation, Globus Medical Inc., Itron, Inc., Tronox Holdings PLC, A.O. Smith Corporation, The Timken Company, Regis Corporation, and Wesco International, Inc. (also purchases from Wesco and Parker-Hannifin Corporation).

Stakeholder Impact

• Shareholders: Benefit from record financial performance, consistent dividend increases, share repurchases, and robust corporate governance practices, including an independent Board and strong risk oversight.
• Employees: Impacted by management changes (retirements, promotions), executive compensation policies, and the company's talent development and succession planning efforts.
• Customers: Benefit from the company's focus on differentiated products and the NBS Next growth framework.
• Investment Professionals/Analysts: Provided with detailed financial performance data, executive compensation disclosures, and corporate governance information to inform their analysis.
• Regulatory Authorities: The filing demonstrates compliance with SEC disclosure requirements and corporate governance standards.

Next Steps

• Shareholders to vote on director elections, auditor ratification, and executive compensation at the Annual Meeting on March 2, 2026.
• The Board and management will continue to implement the NBS Next growth framework and Ascend Strategy.
• The company will continue to monitor and address cybersecurity and other information technology risks.
• The Compensation Committee will continue to oversee executive talent and management succession planning.

Key Dates

Keywords

Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Financial Performance, SEC Filing, Shareholder Vote, EBITDA, Sales, EPS, Dividends, Risk Management, Cybersecurity, Board of Directors