CHARTER OF THE GOVERNANCE AND SUSTAINABILITY COMMITTEE
OF THE BOARD OF DIRECTORS OF NORDSON CORPORATION
PURPOSE
This Charter sets forth the Governance and Sustainability Committee’s (the “Committee”) scope of duties and responsibilities as set forth in the rules of the Nasdaq Stock Market and any applicable rules of the Securities and Exchange Commission.
The purpose of the Committee is to carry out the responsibilities delegated by the board of directors (the “Board”) of Nordson Corporation (the “Company”) relating to the Company's Director nominations process and procedures, independent Director compensation, developing and maintaining the Company's corporate governance and corporate responsibility policies and any related matters.
MEMBERSHIP
The Committee shall consist of three or more Directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market rules for director independence.
The members of the Committee shall be appointed by the Board based on recommendations from the Committee. The members of the Committee shall serve at the pleasure of the Board or for such term or terms as the Board may determine or until earlier resignation or death.
DUTIES AND RESPONSIBILITIES
The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other duties and responsibilities delegated to it by the Board of Directors from time to time
The Committee shall have the following authority and responsibilities:
- In consultation with the Board, to determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the "Director Criteria");
- To periodically review the size, structure, and composition of the Board, including considerations of skills, experience, independence, tenure, and board refreshment, in light of the Company’s strategy and risks, and make recommendations to the Board as appropriate;
- To identify individuals qualified to become members of the Board, consistent with the Director Criteria. The Committee shall consider any director candidates recommended by the Company's shareholders pursuant to the procedures described in the Company's proxy statement;
- To nominate director candidates for election at each annual meeting of shareholders, including incumbent directors for re-election and any new director nominees, and recommend to the Board the slate of director nominees to be included in the Company’s proxy statement;
- To oversee the periodic review of the Board skills and experience matrix along with tenure to support director recruitment, succession planning and disclosure regarding Board composition.The Committee’s oversight responsibilities include the Company’s risks associated with Board independence, effectiveness and organization, Director succession and corporate responsibility oversight;
- To develop and recommend to the Board a set of corporate governance guidelines applicable to the Company (“Governance Guidelines”), to review these principles at least once a year and to recommend any changes to the Board;
- To oversee the Company's corporate governance practices and procedures, including identifying best practices and reviewing and recommending to the Board for approval any changes to the documents, policies and procedures in the Company's corporate governance framework, and, prior to recommending a nominee for election or to fill a vacancy, determine that the election of the nominee as a Director would meet the Company’s Governance Guidelines;
- For the Board’s consideration at its Organizational Meeting, to recommend for election a Chair of the Board and a slate of executive and non-executive officers. In the event that the Chair of the Board is not an independent director under the Nasdaq Stock Market rules for director independence, the Committee will recommend to the Board of Directors an independent director to be elected and assume the role of Presiding Director;
- To oversee and periodically review succession planning for Board leadership roles, including the Chair and Presiding Director, as applicable, and committee chair roles, and make recommendations to the Board as appropriate;
- To recommend annually to the Board the establishment of committees of the Board, chairs for those committees and membership qualifications for committee members in compliance with any regulatory requirements. The Committee shall also recommend directors to serve as committee members.The Committee shall consider the desired qualifications for membership on each Committee, the availability of the Director to meet the time commitment required for membership on the particular committee;
- If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by election by shareholders or appointment by the Board;
- To review biannually Director compensation and at its discretion, adjust Director compensation and grant equity awards to Directors to effect the same. The Committee may also review periodically compensation data provided by a compensation consultant retained with respect to compensation of the Directors, in relation to a peer group of U.S. manufacturing and S&P 500 companies.The Committee shall review and approve annually the Company’s Directors and Officers Insurance coverage;
- To review an annual update of key governance topics and best practices and distribute the annual update to the entire Board;
- To provide oversight of the Company’s strategy and related risks, policies, and disclosures with respect to corporate social responsibility, sustainability, and governance matters, other than those matters which are reviewed pursuant to the charter of another committee of the Board, with such oversight to include review and discussion of the annual sustainability disclosure issued by the Company;
- To review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence and the director nomination process, and to recommend that this disclosure be, included in the Company’s proxy statement;
- To review and discuss the Company’s annual proxy statement and any proposals submitted by Company shareholders for inclusion in the Company’s proxy materials and recommend to the Board appropriate action; and
- To oversee management’s development of an orientation program for new directors. The program should include background material, meetings with senior management and visits to company facilities; and
- Pursuant to the Company's Governance Guidelines, the Committee shall develop, administer and oversee an annual performance review of the Board and its members.
OUTSIDE ADVISORS
The Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of third-party consultants, legal advisors or other advisors, as necessary, to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and oversee the work of the third-party firm.
The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its search consultants, outside counsel and any other advisors.
The third-party consultants and any other advisors retained by the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market.
STRUCTURE AND OPERATIONS
The Board shall designate a member of the Committee as the chair. The Committee shall meet as frequently as it determines necessary to fulfill its responsibilities, but no fewer than two times per year and at such times and places as may be called by its Chair or by any two members of the Committee. The Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board, except that a majority of the members of the Committee shall constitute a quorum of the Committee and a majority of the members in attendance shall decide any question brought before any meeting of the Committee.
The Committee shall meet separately, and periodically, in executive sessions and shall invite such individuals to its meetings as it deems appropriate to assist in carrying out its duties and responsibilities.
The Committee shall submit to the Board all Committee meeting minutes or, alternatively, discuss the matters considered at each Committee meeting with the Board.
The Committee shall review this Charter at least annually and recommend proposed changes to the Board for approval and will make this Charter publicly available on the Company’s website.
DELEGATION OF AUTHORITY
The Committee shall have the authority to delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees as the Committee may deem appropriate in its sole discretion.
PERFORMANCE EVALUATION
The Committee shall conduct an annual evaluation of the performance of its duties under this Charter and shall present the results of the evaluation to the Board. The Committee shall review the results of such evaluations and oversee appropriate follow-up actions. The Committee may consider the use of an independent third-party facilitator, as appropriate. The Committee shall conduct this evaluation in such manner as it deems appropriate.
Nothing in this Charter is intended to, nor shall it, create any right in any person other than the Company, its directors and management.
Last Revised: March 2026