Nordson Corp Governance Guidelines
NORDSON CORPORATION
GOVERNANCE GUIDELINES
The Board of Directors (“Board”) of Nordson Corporation (the “Company”) has adopted the following Governance Guidelines (“Guidelines”) to assist it in following corporate practices that serve the best interests of the Company and its shareholders. The Board intends that these Guidelines, along with the charters of the committees of the Board, provide the framework for the governance of the Company. The Guidelines should be interpreted in the context of all applicable laws, rules, regulations, listing standards and the Company’s certificate of incorporation, code of regulations (“Regulations”), and other governing documents.
1. Composition
a. Board Size. In accordance with the Regulations, the Board is classified, with three classes of Directors each containing not less than three Directors. The number of Directors may be changed by the shareholders or by a vote of the majority of Directors then in office.
b. Independence Standards. A majority of the Directors must meet the NASDAQ Stock Market Rules for director independence.
c. Board Membership Criteria. The Board should be comprised of a individuals with a broad spectrum of experience who are able to contribute to the success of the Company. The Governance and Sustainability Committee is responsible for reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the current composition of the Board. To that end, the Board has adopted Director Recruitment and Performance Guidelines setting forth the minimum criteria for use in identifying and recruiting directors for the Board. The Director Recruitment and Performance Guidelines are attached as Attachment A to these Guidelines.
d. Board Skill Oversight. The Board, with support from the Governance and Sustainability Committee, will periodically review the Board’s overall composition, including skills, experience, independence, and tenure in light of the Company’s strategy and risks and will consider Board refreshment and succession planning as part of its ongoing governance practices.
e. Orientation and Education. The Governance and Sustainability Committee of the Board will arrange for orientation for new directors and Directors will engage in continuing education programs as deemed necessary by the committee to support effective Board and committee performance.
f. Chair and Presiding Director Responsibilities. The Chair of the Board’s responsibilities are described in the Role of the Chair of the Board, which is attached as Attachment B to these Guidelines. In the event that the Chair of the Board is not an independent director under the Nasdaq Stock Market Rules for director independence, the Governance and Sustainability Committee will recommend to the Board an independent director to be elected as the presiding director (the “Presiding Director”). The Presiding Director’s responsibilities are described in the Role of the Presiding Director, which is attached as Attachment C to these Guidelines. The Governance and Sustainability Committee will periodically review and make recommendations regarding succession planning for Board leadership roles, including Chair and Presiding Director, as applicable, and committee chair roles.
2. Meetings
a. Agenda. The Chair of the Board (or, when applicable, the Presiding Director) and the Chief Executive Officer will establish the agenda for each Board meeting. Each Director is free to suggest the inclusion of item(s) on the agenda.
b. Organizational Meeting and Meeting Schedule. The Board holds an organizational meeting (the “Organizational Meeting”) after each Annual Meeting of Shareholders at which time officers are elected. The Annual Meeting and the Organizational Meeting of the Board are held between February 15 and March 15 of each year. Otherwise, the Board may establish regular meetings at such times and places as it may decide. Regular Board meetings are generally held four times each year. Dates are determined in advance. A majority of Directors then in office constitutes a quorum for Board meetings.
c. Materials Distributed in Advance. Information and data that are important to the Board’s understanding of the Company’s business will be provided to the Board before each Board meeting. Highly sensitive subjects may be discussed at the meeting without advance distribution of materials.
d. Management Presentations. The Board encourages management to bring managers into Board meetings who (a) can provide additional insight into the items being discussed because of personal involvement in these areas and/or (b) represent managers with future potential that management believes should be given exposure to the Board.
3. Meeting Attendance
Directors are expected to attend the Annual Meeting of Shareholders, all Board meetings, and all meetings of the committees on which the Director serves. Meetings may be held in person or conducted via conference telephone or other virtual, remote, or electronic means. Additionally, the Board and its committees may take action from time to time by written consent.
4. Committees
a. Committees of the Board. The Board will, at a minimum, establish and maintain an Audit Committee, a Compensation Committee, and a Governance and Sustainability Committee. The Board may convene an Executive Committee or other committees and delegate to those committees any authority permitted by applicable law and the Company’s Regulations.
b. Corporate Responsibility Oversight. The Board recognizes that corporate responsibility matters, such as environmental, social, sustainability and governance, may present strategic, operational, regulatory and reputational considerations. Oversight of corporate responsibility matters will be allocated among the Board and its committees as reflected in applicable committee charters, and the committees will coordinate as appropriate to promote consistent oversight and disclosure.
c. Assignment and Rotation of Committee Members. Directors are expected to serve on one or more committees. The Governance and Sustainability Committee may periodically recommend rotation of service of members and chairs among the various committees.
d. Establishment of and Appointment to Committees. During the Organizational Meeting of the Directors, the Board, acting on the recommendation of the Governance and Sustainability Committee, will:
i. elect or confirm a Chair of the Board;
ii. elect or confirm a Chief Executive Officer;
iii. elect or confirm other executive and non-executive officers of the Company;
iv. establish or acknowledge committees of the Board; and
v. appoint or affirm committee members and committee chairs.
e. Committee Membership. Each of the Audit Committee, the Compensation Committee, and the Governance and Sustainability Committee will consist of three or more Directors, each of whom will meet the independence requirements of the Securities and Exchange Act of 1934, as amended, and the Nasdaq Stock Market Rules. The members of these committees will also meet any other membership criteria specified in the respective committee charters.
f. Committee Charters. Each of the Audit Committee, Compensation Committee and Governance and Sustainability Committee will develop a charter for approval by the full Board. Each charter will set forth the principles, policies, objectives, powers, and responsibilities of the applicable committee. The charters will provide that each committee will meet to review its performance at least once per year. The charters will be subject to periodic review by the Board and will be posted on the Company’s website.
g. Committee Counsel and Advisors. Each committee of the Board is authorized to retain its own counsel and other advisors, at Company expense, if and to the extent necessary to carry out its responsibilities and in compliance with any regulatory requirements.
5. Retirement or Resignation
A Director may not stand for re-election after reaching age 72 and must retire on or before the annual meeting immediately following the Director's 72nd birthday. Should a Director desire to retire or resign from the Board at an earlier point, the Director should notify the Chair, the Chief Executive Officer, the Chair of the Governance and Sustainability Committee, and the Company’s Secretary. Written notice to the Company’s Secretary shall constitute formal notice of the impending resignation or retirement.
6. Change in Status
a. Offer of Resignation. Except as set forth in Section 6(d) of these Guidelines, when a Director experiences a “change in status,” the Director must advise the Company’s Secretary of the change and offer a letter of resignation to the Board through the Secretary. The resignation will not be effective until accepted by the Board.
b. Process for evaluating a change in status. The Company’s Secretary will inform the Chair of the Board, the Chair of the Governance and Sustainability Committee, and the Chief Executive Officer of any change in status brought to the Secretary’s attention. The Company’s Secretary will evaluate whether the change in status presents any conflicts, potential conflicts or other concerns and report such findings to the Chair of the Governance and Sustainability Committee. Thereafter, the Governance and Sustainability Committee will evaluate and recommend to the Board action to be taken, if any. The Board may accept or reject the resignation in its discretion .
c. Definition. A “change in status” is defined as: (i) a change in the Director’s principal occupation or business association from the position he or she held when last elected to the Board; (ii) a Director’s retirement; or (iii) an extraordinary promotion or a significant change in job responsibilities that might reasonably be expected to affect a Director’s ability to serve as a Director.
d. Company Chief Executive Officer Change in Status. The Chief Executive Officer of the Company who serves as a member of the Board of Directors is expected to retire from the Board of Directors upon his or her leaving the employ of the Company. A former Chief Executive Officer of the Company may be eligible to serve as a member of the Board of Directors upon expiration of three years from the date the former Chief Executive Officer leaves the employ of the Company.
7. Membership on Other Boards
Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and avoid actual or potential conflicts of interest that may arise from serving on other boards of directors. A Director who is not an executive officer of a public company may serve as a director on up to four public company boards. For Directors who are also serving as an executive officer of a public company, the maximum number of public company boards on which the Director may serve is two. Each Director has the responsibility to inform the Chair of the Governance and Sustainability Committee and the Chief Executive Officer prior to accepting an invitation to serve as a director for another public company.
8. Executive Sessions of Independent Directors
The independent Directors of the Board will meet in executive session at each regular meeting of the Board. The Chair of the Board (or, when applicable, the Presiding Director) will preside at the executive sessions of the independent Directors.
9. Assessing Board and Committee Performance
The Board and each of the committees will conduct an annual self-assessment. The Board may use surveys or other methods to obtain observations and recommendations from each Director as part of these assessments.
The purpose of these assessments should be to improve the effectiveness of the Board and each committee.
10. Evaluation of the Chief Executive Officer
The independent Directors, led by the Chair (or, when applicable, the Presiding Director), will conduct an annual evaluation of the Chief Executive Officer, and the results of the evaluation should be communicated to the Chief Executive Officer by the Chair or Presiding Director, as the case may be. The evaluation will be considered by the Compensation Committee when establishing the Chief Executive Officer’s compensation.
11. Succession Planning/Management Development
At least every other year, the Chief Executive Officer shall report to the Board on succession planning and the Company’s program for management development. The entire Board will be fully engaged in the succession planning process.
Any potential candidate to replace the Chief Executive Officer should have the requisite skills, experience, and characteristics, as assessed by the Board in the context of the perceived needs of the Company at the time, which assessment should include considerations of diversity. Diversity should be viewed expansively to include personal characteristics such as race, ethnicity, gender, age, physical ability, religious or ethical values system, and other unique attributes in addition to education, background, skills, and experience. If the Board is conducting a search for a new Chief Executive Officer that will include candidates who are not then Company employees, the Board will require a diverse pool of potential candidates and will instruct any firm assisting with the search to include qualified female, and/or racially, ethnically or otherwise diverse or underrepresented candidates in the pool of candidates for consideration.
There should also be available, on a continuing basis, the Chief Executive Officer’s recommendation as to his/her successor should he/she be unexpectedly disabled and be unable to carry on his/her duties as Chief Executive Officer.
12. Board Access to Senior Management and Independent Advisors
Directors have complete access to Nordson’s management and will inform the Chief Executive Officer of substantive communications of a non-routine nature with management.
The Board, at its discretion, may engage and consult with independent advisors to assist the Board in carrying out its oversight responsibilities. The Company will provide the appropriate funding for any independent advisor engaged by the Board.
13. Board Interaction with Investors
The Board believes that management generally speaks for the Company and that communications with investors are ordinarily conducted by management. Directors who receive inquiries should direct the inquiry to the Chief Financial Officer.
From time to time, and when appropriate, the Chair or Presiding Director, as applicable, may participate in communications with investors, in coordination with management and consistent with applicable law and Company policies.
14. Director Compensation
The Governance and Sustainability Committee is authorized to establish reasonable compensation for Directors. A Director who is a full-time employee of the Company does not receive compensation for his or her services as a Director.
Directors are eligible to participate in The Nordson Corporation Foundation Matching Gift Program.
15. Share Ownership
To reinforce the importance of aligning the financial interests of Nordson’s Directors, executive officers and shareholders, Nordson Directors and executive officers are required to hold a minimum number of shares of Nordson Common Stock in accordance with the Company’s Share Ownership Guidelines policy.
16. Anti-Pledging/Anti-Hedging Policy
Directors and executive officers are prohibited from pledging Nordson Common Shares as collateral. Each of the following activities is also prohibited: trading in derivative securities of Nordson’s common stock, engaging in short sales of Nordson securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Nordson securities.
These guidelines are intended to provide a framework for effective governance and are not intended to create, and shall not be construed to create, any legally enforceable obligations, rights or liabilities on the part of the Company, the Board, any Director or any other person.
Last Revised: March 2026
ATTACHMENT A
DIRECTOR RECRUITMENT AND PERFORMANCE GUIDELINES
The following Director Recruitment and Performance Guidelines, approved by the Governance and Sustainability Committee and adopted by the Board of Directors (“Board”), are for use in identifying and recruiting directors for the Board. These criteria are not rigid rules that must be satisfied in each case, but are flexible guidelines to assist in evaluating and focusing the search for director candidates:
(a) A director should have a record of demonstrated integrity, honesty, fairness, responsibility, good judgment and high ethical standards.
(b) A director should have a deep concern for society and a view of the role of a corporation in society which is consistent with the traditional values of the Company.
(c) In the case of outside directors, a director must meet the NASDAQ “independence” criteria.
(d) An independent director should not be serving as a director of more than four public companies.
(e) A director who is employed as an executive officer of a public company should not be serving as a director of more than two public companies.
(f) A director should have a high level of expertise in areas of importance to the Company (such as technology, innovation, global operations, finance, governance, talent management, executive management, etc.).
(g) A director should have the business acumen, experience and ability to use sound judgment and to contribute to the effective oversight of the business and financial affairs of a large, multifaceted, global organization.
(h) A director should be committed to understanding the Company and its industry and to spending the time necessary to function effectively as a director, including regularly attending and participating in meetings of the Board and its committees.
(i) A director should neither have, nor appear to have, a conflict of interest that would impair the director’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.
(j) A director should be able to work well with other directors and executive officers with a view to a long-term relationship with the Company as a director.
(k) A director should have independent opinions and be willing to state them in a constructive manner.
(l) A director should be willing to comply with the share ownership guidelines adopted by the Board.
The Board should aspire to a membership that collectively reflects the diverse nature of the business environment in which the Company operates with a combination of background, skills, experience, independence, and knowledge that the Board requires to be effective.
The nomination of a current director should be based on continuing qualification under these Guidelines and other criteria established by the Board.
The Governance and Sustainability Committee has sole authority to retain and terminate any search firm used to identify director candidates, including sole authority to approve the search firm fees and other retention terms. The Company shall provide the appropriate funding for any search firm retained by the Governance and Sustainability Committee. Board members are encouraged to submit to the Chair of the Governance and Sustainability Committee candidates for appointment or nomination to the Board.
ATTACHMENT B
ROLE OF THE CHAIR OF THE BOARD
The Chair of the Board (“Chair”) shall preside at all meetings of the Board of Directors (“Board”) and the Annual Meeting of Shareholders, preside at the executive sessions of the independent directors and act as the principal liaison on behalf of the Board with the Chief Executive Officer.
In this role, the Chair of the Board will:
(a) Approve the agenda for each meeting following consultation with the Chief Executive Officer;
(b) Convene and chair regular executive sessions of the independent directors. Provide feedback to the Chief Executive Officer after each session, reflecting the input of the independent directors as a whole;
(c) Provide timely feedback to the Chief Executive Officer as to the quality and quantity of the information provided by management to the Board (incorporating whatever suggestions the independent directors may wish to put forward);
(d) Lead the annual Chief Executive Officer performance evaluation process. This responsibility includes gathering input from all independent directors while in executive session, and individually if necessary, and providing a thorough and timely briefing for the chair of the Compensation Committee;
(e) Once the Compensation Committee has established the Chief Executive Officer’s compensation, the Chair will then meet with the Chief Executive Officer for a formal performance review covering the year just ending. At another time they will mutually agree on the objectives for the coming fiscal year. At all times during this process the Chair will keep the chair of the Compensation Committee informed on the outcome of these discussions;
(f) Lead the Chief Executive Officer succession planning activity where it is apparent that the Chief Executive Officer will leave or retire in the determinant future; and
(g) As a matter of course, the Board believes that management generally speaks on behalf of the Company rather than the Chair or any independent director. In the unlikely event it becomes necessary for the independent directors, rather than management, to respond directly to shareholder concerns, the Chair will be designated as the spokesperson for such communications. In this role the Chair will keep the other directors, and management as required, fully informed as to the timing and content of such discussions, if any.
ATTACHMENT C
ROLE OF THE PRESIDING DIRECTOR
Where the Board of Directors (“Board”) has elected a Presiding Director, in addition to other duties as a director, the Presiding Director is responsible for coordinating the activities of the independent directors, presiding at the executive sessions of the independent directors and acting as the principal liaison on behalf of the Board with the Chief Executive Officer. In this role, the Presiding Director will:
(a) Make recommendations to the Chief Executive Officer regarding the agenda and content of the Board meetings as spokesperson for the independent directors;
(b) Consult with the Chair of the Board on the agenda for each meeting;
(c) In coordination and consultation with the Chair of the Board, schedule regular executive sessions of the independent directors and chair those sessions. Provide feedback to the Chief Executive Officer after each session, reflecting the input of the independent directors as a whole;
(d) Provide timely feedback to the Chief Executive Officer as to the quality and quantity of the information provided by management to the Board (incorporating whatever suggestions the independent directors may wish to put forward);
(e) Lead the annual Chief Executive Officer performance evaluation process. This responsibility includes gathering input from all independent directors while in executive session, and individually if necessary, and providing a thorough and timely briefing for the chair of the Compensation Committee;
(f) Once the Compensation Committee has established the Chief Executive Officer’s compensation for the coming period the Presiding Director will then meet with the Chief Executive Officer for a formal performance review covering the year just ending. At another time they will mutually agree on the objectives for the coming fiscal year. At all times during this process the Presiding Director will keep the chair of the Compensation Committee informed on the outcome of these discussions;
(g) Lead the Chief Executive Officer succession planning activity where it is apparent that the Chief Executive Officer will leave or retire in the determinant future; and
(h) As a matter of course, the Board believes that management generally speaks on behalf of the Company rather than the Presiding Director or any independent director. In the unlikely event it becomes necessary for the independent directors, rather than management, to respond directly to shareholder concerns, the Presiding Director will be designated as the spokesperson for such communications. In this role the Presiding Director will keep the other directors, and management as required, fully informed as to the timing and content of such discussions, if any.