CORPORATE GOVERNANCE
Corporate Governance Documents
The following corporate governance documents are available at: https://www.nordson.com/en/about-us/corporate-governance and https://www.nordson.com/en/about-us/corporate-responsibility.
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Conflict Minerals Policy |
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Related Persons Transaction Policy |
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Share Ownership Guidelines |
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Code of Ethics and Business Conduct |
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Suppliers Code of Conduct |
The Governance Guidelines contain general principles regarding the functions of Nordson’s Board and Board committees and the Director Recruitment and Performance Guidelines. The Annual Report to Shareholders, which includes the Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (the “2023 Annual Report”) and this Proxy Statement, are available at: www.nordson.com/investors/financials/annual-reports. Upon request, copies of the Annual Report to Shareholders will be mailed to you (at no charge) by contacting Nordson Corporation, Attn: Corporate Communications, 28601 Clemens Road, Westlake, Ohio 44145. The information in, or that can be accessed through, our internet site is not part of this Proxy Statement, and all references in this document to our internet site are for informational or reference purposes only.
Code of Ethics and Business Conduct
We have a Code of Ethics and Business Conduct (the “Code”) that applies to all Nordson directors, officers, employees, and its subsidiaries, wherever located. Our Code contains the general guidelines and principles for conducting Nordson’s business consistent with the highest standards of business ethics. Our Code embodies our five guiding values, which form the foundation of our Company: Integrity, Excellence, Passion for Our Customers, Energy, and Respect for People. Our employees are expected to report all suspected violations of Company policies and the law, including incidents of harassment or discrimination, directly to their managers, human resources, or the Chief Compliance Officer. We also provide confidential, anonymous reporting through our third-party helpline, which is available 24 hours per day, seven days per week via a toll-free telephone line or the internet. We provide interpreters who speak the reporter’s preferred language. We will take appropriate steps to investigate all reports we receive through these channels and will take appropriate action. Under no circumstances will our employees be subject to any disciplinary or retaliatory action for reporting, in good faith, a possible violation of our Code or applicable law or for cooperating in any investigation of a possible violation.
Shareholder Engagement, Environmental and Social Governance, and Sustainability
We recognize that managing our economic, environmental, social, and governance impacts enhances our ability to deliver results over the long term for shareholders, employees, our communities, and other stakeholders. Our Board oversees our corporate responsibility efforts, while cross functional teams of senior management drive these and our sustainability efforts throughout the Company. Further information about our Corporate Responsibility and Sustainability initiatives can be found on our website at www.nordson.com/en/our-company/corporate-responsibility.
Sharing the Nordson story and being accessible to our shareholders is a priority for Nordson. In 2023, we engaged over 200 institutional investors and analysts through phone calls, virtual and in-person conferences, and virtual and in-person road trips hosted by sell-side research analysts. Key themes from these conversations included the diversity of our end markets and geographies, growth drivers of our business, the ongoing deployment of the NBS Next growth framework and capital deployment, including our acquisition strategy.
In November 2023, Nordson published its latest Environmental, Social and Governance (“ESG”) report. The reports reflect an intentional, systemic approach to organizing and communicating our commitments, accomplishments and aspirations through an ESG lens. To view the reports, visit https://www.nordson.com/en/our-company/corporate-responsibility.
Nordson Corporation – 2024 Proxy Statement | 21
third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. To the extent any member of the Audit Committee is involved in any transaction under review, that member recuses him or herself.
Our monitoring and reporting program with respect to transactions involving products supplied by, or to, a company that may employ a director or may have a director serving on its board includes all relevant transactions collectively over $120,000 in one annual period. Under the program, we reviewed all relevant transactions with all of these companies for 2023. Our Audit Committee determined that any related persons transactions were neither material nor significant to either Nordson or the respective director’s company based on our written policy and the guidelines set forth in Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All transactions were conducted at arms-length. Additional information on the related persons transaction review is set forth under the caption “Director Independence” above.
Compensation Committee Interlocks and Insider Participation
There are no matters relating to compensation committee interlocks or insider participation that we are required to report.
Director Qualifications
We believe that the Board, as a whole, should reflect a combination of skills, professional experience, and diversity of backgrounds necessary to oversee the Company’s business. The Governance and Sustainability Committee periodically evaluates the composition of the Board to assess the skills and experience that are currently represented on the Board, as well as the skills and experience that the Board will find valuable in the future, considering the Company’s current situation and strategic plans. Through its selection and vetting process, the Governance and Sustainability Committee seeks not only to identify directors that meet desired qualifications, but also to enhance the diversity of the Board in areas such as professional experience, race, gender, ethnicity, and age, and to obtain a variety of occupational, educational, and personal backgrounds on the Board in order to provide a range of viewpoints and perspectives. This focus on identifying and nominating qualified directors from diverse backgrounds has enabled the Company to assemble a Board comprised of high caliber directors with a range of expertise and viewpoints. Forty-four percent of our directors are women or racially or ethnically diverse individuals.
Consideration of Director Candidates Recommended by Shareholders
Under its charter, the Governance and Sustainability Committee is responsible for reviewing shareholder nominations of directors. The Governance and Sustainability Committee’s considers shareholder-nominated candidates on the same basis and in the same manner as it considers recommendations from other sources. For more information on how a shareholder can recommend a candidate, see the “Questions and Answers About the Annual Meeting and These Proxy Materials” section of this proxy statement.
Board Leadership Structure
Our Governance Guidelines require us to have either an independent Chair of the Board or a presiding independent director if the Chair is not an independent director. The Governance Guidelines set forth the responsibilities of the Chair of the Board and the Presiding Director when the Chair of the Board is not an independent director.
At present, we have an independent Chair of the Board separate from the Chief Executive Officer position.
We separated the Chair of the Board and Chief Executive Officer positions to further enhance independent oversight of management and to allow our Chief Executive Officer to focus his time and energy on setting the strategic direction for the Company, overseeing daily operations, engaging with external constituents, developing and mentoring our future leaders, and promoting employee engagement at all levels of the organization. Our independent Chair of the Board leads the Board in the performance of its duties by establishing agendas and
24 | Nordson Corporation – 2024 Proxy Statement
ensuring appropriate meeting content (in collaboration with our Chief Executive Officer), presiding during regularly held executive sessions with our independent directors, actively engaging with all independent directors and our Chief Executive Officer between Board meetings, and providing overall guidance to our Chief Executive Officer as to the Board’s views and perspectives, particularly on the strategic direction of the Company.
Meetings of the Board of Directors
The Board held eight meetings and our committees held 17 meetings during fiscal year 2023. Nordson’s policy requires attendance and active participation by directors at Board and committee meetings. In fiscal year 2023, each director who served during the year attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees on which he or she served (during the period that he or she served). Directors are encouraged to attend the Annual Meeting. All of Nordson’s directors serving at the time attended the 2023 Annual Meeting of Shareholders held on February 28, 2023.
Executive Sessions of Independent Directors
Pursuant to our Governance Guidelines, independent directors meet in regularly scheduled executive sessions without management. The Chair of the Board (or, when our Chair is not an independent director, the Presiding Director) chairs all regularly scheduled executive sessions of the Board, and also has authority to convene meetings of the independent directors at any time with appropriate notice.
Risk Oversight
The Board plays an active role, both as a whole and also at the committee level, in the oversight and management of the Company’s risks. Management is responsible for the Company’s day-to-day risk management activities and oversees areas of material risk, which include operational, financial, legal and regulatory, human capital, information technology, cybersecurity and physical security, ESG and strategic and reputational risks. The Company has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with the Company’s annual planning, audit scoping, and control evaluation management by its internal auditor.
The involvement of the Board in assessing our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk for Nordson. The Board regularly receives updates from management and outside advisors regarding this oversight responsibility.
In addition, our Board committees each oversee certain aspects of risk management as presented below:
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Compensation Committee |
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Governance and Sustainability Committee |
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| Risks associated with financial matters, particularly financial reporting, accounting, disclosure, cybersecurity, and internal controls. |
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Risks associated with the establishment and administration of executive compensation and equity-based compensation programs, performance management of officers, and human capital management. |
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Risks associated with Board independence, effectiveness and organization, director succession and ESG oversight. |
The Audit and Compensation Committees also rely on the advice and counsel of our independent auditors and independent compensation consultant, respectively, to raise awareness of any risks that may arise during their regular reviews of our financial statements, audit work, and executive compensation policies and practices.
Like all businesses, we face cybersecurity threats, as we rely on information systems and the internet to conduct our business activities. In light of the pervasive and increasing threat from cyberattacks, the Audit Committee, with input from management, identifies, assesses and monitors the Company’s cybersecurity and other information
Nordson Corporation – 2024 Proxy Statement | 25
Anti-Pledging/Anti-Hedging Policy
We prohibit directors and executive officers from pledging Nordson common shares as collateral. Other types of transactions that are prohibited include trading in derivative securities of Nordson’s common shares, 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. At this time, we do not prohibit other employees from hedging Nordson common shares or pledging Nordson common shares as collateral.
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.
Incentive Compensation Forfeiture (Clawback) Policy
Our “clawback” policy for incentive awards meets the requirements of, but is broader in its reach than, that imposed by Nasdaq listing standards and Section 10D of the Exchange Act. Under the policy, we require our current and former officers within the meaning of Rule 16a-1(f) to repay, without regard to taxes paid, excess cash-based incentive compensation and/or equity incentive awards in the event the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements (including both “big R” and “little r” restatements), without regard to any fault or misconduct and that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required (unless an enumerated clawback exception applies).
Additionally, our Board, upon the Compensation Committee’s recommendation, may, to the extent permitted by law and to the extent it determines that it is in our best interests to do so, require reimbursement or payment by any current or former executive officer to the Company of equity-based compensation and performance-based compensation in an amount determined by the Board to be attributable to: (i) conduct that violates our Code, or (ii) willful misconduct or fraud that causes harm to the Company.
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.
Nordson Corporation – 2024 Proxy Statement | 61
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THESE PROXY MATERIALS
Why am I receiving this Proxy Statement? You have been sent this Proxy Statement and proxy/voting instruction card(s) because you were a shareholder, or held Nordson common shares through a broker, trustee, or other third party, at the close of business on January 5, 2024, the record date for shareholders entitled to vote at the Annual Meeting. As of January 5, 2024, there were 57,115,502 common shares outstanding, excluding treasury shares which cannot be voted, and each common share is entitled to one vote upon all matters presented to the shareholders.
What is a proxy? A proxy is your legal appointment of another person to vote the shares that you own in accordance with your instructions. The person you appoint to vote your shares is also called a proxy.
On the proxy/voting instruction card, you will find the names of the persons designated by the Company to act as proxies to vote your shares at the Annual Meeting. The proxies are required to vote your shares in the manner you instruct.
Who can attend the Annual Meeting? All shareholders of record as of the close of business on January 5, 2024 may attend the Annual Meeting.
Must I inform anyone of my intent to attend the Annual Meeting? No. The Annual Meeting will be held virtually and no advanced notice of attendance is required.
How do I attend the Annual Meeting? We will be hosting the Annual Meeting live via the internet. You will not be able to attend the Annual Meeting in person. Only shareholders of record as of the close of business on January 5, 2024, the record date, or their legal proxy holders, are entitled to virtually attend the Annual Meeting.
In order to attend the Annual Meeting, you must register at www.proxydocs.com/NDSN. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.
As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.
On the day of the Annual Meeting, March 5, 2024, shareholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting at 8:45 a.m. Eastern Time. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time.
How do I ask questions during the Annual Meeting? Shareholders will have substantially the same opportunities to participate as they would have at an in-person meeting. Shareholders may submit questions while registering to attend the Annual Meeting on the internet. If you wish to submit a question, you may do so by logging into the virtual meeting using the unique link provided, typing the question into the “Q&A” field and clicking “Submit”. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting will be set forth in the Annual Meeting’s Rules of Conduct, which will be made available within the virtual Annual Meeting platform.
What if I have technical difficulties accessing the Annual Meeting? We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted in your instructional email
Nordson Corporation – 2024 Proxy Statement | 91
printed version of these proxy materials, you may request a full set of proxy materials through the instructions in the Notice of Internet Availability of Proxy Materials.
If you are a shareholder of record, your deadline to cast your vote by proxy is 9:00 a.m., Eastern Time, on March 5, 2024. You may also vote electronically during the Annual Meeting by entering the control number found on your proxy/voting instruction card at the time you log into the Annual Meeting.
If you are a Plan participant, your deadline to cast your vote by proxy is 11:59 p.m., Eastern Time, on February 29, 2024.
Beneficial owners. If you are a beneficial owner, you should receive voting instructions from the broker, trustee, or other nominee holding your shares. You should follow the instructions in the notice or voting instructions provided by your broker, trustee, or nominee in order to instruct your broker, trustee, or other nominee on how to vote your shares. The availability of telephone and internet voting will depend on the voting process of the broker, trustee, or nominee. Shares held beneficially may be voted electronically during the Annual Meeting only if you obtain a legal proxy from the broker, trustee or nominee giving you the right to vote the shares.
All owners. If you receive more than one proxy/voting instruction card, it is important that you vote all shares represented by the multiple cards. Each card represents different shares.
May I change my vote? Yes. You may change your vote or revoke your proxy any time before the voting deadline.
Shareholders of record. If you are a shareholder of record, you may revoke your vote at any time before the final vote at the Annual Meeting by:
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submitting a later-dated proxy by telephone or via the internet as your latest internet or telephone proxy received will be counted; |
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returning a later-dated, duly executed proxy card; |
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delivering a written revocation to our Corporate Secretary at 28601 Clemens Road, Westlake, Ohio 44145 before the Annual Meeting; or |
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attending the Annual Meeting virtually and voting again, electronically. |
Plan participants. If you are a Plan participant, you may revoke previously given voting instructions on or before 11:59 p.m., Eastern Time, on February 29, 2024 by filing either a written notice of revocation or a properly completed and signed voting instruction card bearing a later date with John Hancock Trust Company, LLC, the trustee for each of the Plans.
Beneficial owners. If you are a beneficial owner of your shares in “street name”, you must contact the broker, trustee, or other nominee holding your shares and follow their instructions for changing your vote.
All shareholders. You will not revoke a proxy merely by attending the virtual Annual Meeting. To revoke a proxy, you must take one of the actions described above.
What will happen if I do not vote my shares?
Shareholders of record. If you are the shareholder of record and you do not vote by proxy card, by telephone, via the internet, or electronically at the Annual Meeting, your shares will not be voted at the Annual Meeting.
Beneficial owners. If you are the beneficial owner of your shares in “street name”, your broker, trustee, or nominee may vote your shares only on those proposals on which it has discretion to vote. Under applicable rules your broker, trustee, or nominee does not have discretion to vote your shares on non-routine matters, such as Proposals 1 and 3. Therefore, if you do not provide voting instructions to your broker, trustee, or other nominee, your broker, trustee, or other nominee may only vote your shares on Proposal 2 and any other routine matters properly presented for a vote at the Annual Meeting.
94 | Nordson Corporation – 2024 Proxy Statement
What if I do not specify how my shares are to be voted? If you are a shareholder of record and you submit a duly executed proxy, but you do not provide voting instructions, your shares will be voted as indicated in the following table:
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| PROPOSAL |
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VOTE TO BE CAST |
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| Proposal 1 — Election of four nominees as directors: Christopher L. Mapes, Frank M. Jaehnert, Ginger M. Jones and Milton M. Morris |
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FOR all nominees |
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| Proposal 2 — Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024 |
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FOR |
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| Proposal 3 — Approve, on an advisory basis, the compensation of our named executive officers |
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FOR |
What constitutes a quorum, and why is a quorum required? Our Regulations require a quorum of shareholders to hold our Annual Meeting. A quorum will be present when at least a majority of the outstanding shares entitled to vote are represented at the Annual Meeting either electronically or by proxy. Your shares will be counted towards the quorum if you submit a proxy or vote at the Annual Meeting. Abstentions and broker non-votes (described below) will also count towards the quorum requirement. If a quorum is not achieved, a majority of the shares present at the Annual Meeting may adjourn the meeting to a later date.
What are broker non-votes? A broker non-vote occurs when a broker, trustee, or other nominee holding your shares does not receive voting instructions from you as the beneficial owner of the shares by a specified date before the Annual Meeting and does not have discretionary authority to vote those undirected shares on specified matters under applicable rules. Proposals 1 and 3 are considered non-routine matters and discretionary voting on these matters is prohibited.
As a result, if you are a beneficial owner and hold your shares in street name, and do not give your broker, trustee, or other nominee instructions on how to vote your shares with respect to Proposals 1 and 3, no votes will be cast on your behalf with respect to those proposals. The ratification of auditors (Proposal 2) is a discretionary matter, so your broker, trustee, or other nominee will be permitted to exercise discretionary authority to vote your shares with respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm even if you do not give your broker, trustee, or other nominee instructions on how to vote your shares with respect to that proposal.
Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes with respect to a particular proposal. Thus, a broker non-vote will not impact our ability to obtain a quorum and will not otherwise affect the outcome of the vote on a proposal that requires a plurality of votes cast (Proposal 1 ) or the approval of Proposal 2 since brokers have discretion to vote uninstructed shares on that proposal. Broker non-votes will have no effect on the outcome of the vote on Proposal 3. It is important that you provide voting instructions for all shares you own beneficially.
Who will tabulate the votes? Mediant Communication, Inc. (“Mediant”) has been engaged as our independent agent to receive and tabulate shareholder votes. Broadridge will separately tabulate FOR, AGAINST and WITHHOLD votes, abstentions, and broker non-votes. The Inspector of Election will certify the election results and perform any other acts required by Ohio Corporation Law.
What happens if the Annual Meeting is adjourned or postponed? Your proxy will still be effective and will be voted at the rescheduled Annual Meeting. You will still be able to change or revoke your proxy until it is voted.
Who is paying for the costs of this proxy solicitation? We will bear the expense of soliciting proxies. Proxies may also be solicited by Nordson personnel in person or by mail, telephone, or electronic communications, but no additional compensation will be paid to them. We will also supply, at our expense, copies of proxy materials and the Annual Report to Shareholders to brokers, trustees, and other nominees for the purpose of soliciting proxies from beneficial owners.
How will I know the results of the Annual Meeting? The final voting results will be tallied by our Inspector of Election and published in a Current Report on Form 8-K filed with the SEC that we expect to file within four business days after the Annual Meeting.
Nordson Corporation – 2024 Proxy Statement | 95
If there is more than one shareholder living at the same address, will each shareholder receive proxy materials? To reduce the expense of delivering duplicate materials to shareholders sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain shareholders of record who have the same address and last name will receive only one copy of the Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and proxy materials until such time as one or more of these shareholders notifies us that they wish to receive individual copies by contacting us at the address and phone number below. Shareholders of record in the same household continue to receive separate proxy/voting instruction cards. In addition, if your household currently receives multiple copies of our Notice of Internet Availability of Proxy Materials or Annual Report to Shareholders and proxy materials, you may “opt in” to householding for future mailings to receive a single copy of these documents.
We will mail materials that you request at no cost. You may contact us with your request by writing to Corporate Communications, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145 or calling 440-414-5606. You may also access the Proxy Statement and Annual Report at: https://investors.nordson.com/financials/annual-reports/default.aspx.
How do I submit director nominations or shareholder proposals for the 2025 Annual Meeting?
Shareholder Proposals Submitted Under Rule 14a-8
Assuming that our 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) is held within 30 days of the one year anniversary of the 2024 Annual Meeting, any shareholder who wishes to submit a shareholder proposal for consideration at the 2025 Annual Meeting and for inclusion in next year’s Proxy Statement under Rule 14a-8 of the Exchange Act, should send the proposal to c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145 for receipt on or before September 21, 2024.
Proposals and Director Nominations Submitted Pursuant to our Regulations
Additionally, under our Regulations, a shareholder may submit a proposal for consideration at the 2025 Annual Meeting, but not for inclusion in next year’s Proxy Statement, if the shareholder provides written notice no earlier than 90 days and no later than 60 days prior to the 2025 Annual Meeting. Assuming that the 2025 Annual Meeting will be held on March 4, 2025, that means notice of such proposals must be received no earlier than December 4, 2024 and no later than January 3, 2025. Our Regulations are available at: https://www.nordson.com/en/about-us/corporate-governance.
Similar to the requirements under our Regulations described above, the notice of the nomination of a director must be received no earlier than 90 days and no later than 60 days prior to an annual meeting of shareholders. Assuming the 2025 Annual Meeting is held on March 4, 2025, the deadline for director nominations would be no earlier than December 4, 2024 and no later than January 3, 2025. The Governance and Sustainability Committee will assess the qualifications of the candidate according to criteria set out in Nordson Corporation’s Governance Guidelines, which are available at: https://www.nordson.com/en/about-us/corporate-governance. For a candidate to be considered for election as a director or for business to be properly requested by a shareholder to be brought before an annual meeting of shareholders, the shareholder must comply with all of the requirements of our Regulations, not just the advance notice requirements described above. Any proposal for inclusion in the proxy materials, notice of proposal, or suggestion for nominee(s) for election to our Board of Directors should be sent to c/o Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145.
In addition to satisfying the foregoing requirements under our Regulations, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth any additional information required by Rule 14a-19 under the Exchange Act (including the names of the nominees and a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of the Company’s shares entitled to vote on the election of directors in support of director nominees other than Nordson’s nominees), which notice must be postmarked or transmitted electronically to our Secretary at our principal executive offices at the address above no later than 60 calendar days prior to the anniversary date of the 2024 Annual Meeting (for the 2025 Annual Meeting, no later than January 6, 2025, given that January 4, 2025 is a Saturday. However, if the date of the 2025 Annual Meeting
96 | Nordson Corporation – 2024 Proxy Statement
Pay vs Performance Disclosure
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12 Months Ended |
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Oct. 31, 2023
USD ($)
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Oct. 31, 2022
USD ($)
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Oct. 31, 2021
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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Summary
Compensation
Table Total for
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Compensation
Actually Paid
to PEO |
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Average Summary Compensation Table Total for Non-PEO Named Executive Officers |
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Average Compensation Actually Paid to Non-PEO Named Executive Officers |
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Fixed $100 Investment
Based On: |
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Peer Group
Total
Shareholder
Return |
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2023 |
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$ |
6,981,645 |
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$ |
3,332,104 |
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$ |
2,300,758 |
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$ |
72,661 |
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$ |
113.14 |
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$ |
137.60 |
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$ |
487,493 |
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(3 |
)% |
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2022 |
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$ |
8,432,113 |
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$ |
7,015,612 |
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$ |
2,500,576 |
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$ |
1,683,456 |
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$ |
118.41 |
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$ |
128.69 |
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$ |
513,103 |
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13 |
% |
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2021 |
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$ |
10,308,750 |
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$ |
11,919,691 |
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$ |
3,091,051 |
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$ |
2,028,682 |
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$ |
132.51 |
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$ |
142.05 |
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$ |
454,368 |
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34 |
% |
| (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. |
| (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: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
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 |
|
| (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. |
| (4) |
Net income is calculated in accordance with GAAP. |
| (5) |
The Company-selected measure of Base Business Operating Profit Growth is calculated set forth as described in “Executive Compensation Discussion and Analysis” above. |
|
|
|
| Company Selected Measure Name |
Base Business Operating Profit Growth
|
|
|
| Named Executive Officers, Footnote |
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.
|
|
|
| Peer Group Issuers, Footnote |
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.
|
|
|
| PEO Total Compensation Amount |
$ 6,981,645
|
$ 8,432,113
|
$ 10,308,750
|
| PEO Actually Paid Compensation Amount |
$ 3,332,104
|
7,015,612
|
11,919,691
|
| Adjustment To PEO Compensation, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
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 |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 2,300,758
|
2,500,576
|
3,091,051
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 72,661
|
1,683,456
|
2,028,682
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
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 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
| Tabular List, Table |
The following table lists the five financial performance measures (as defined and described in Executive Compensation Discussion and Analysis above) that we believe represent the most important financial performance measures we use to link compensation actually paid to our NEOs for fiscal 2023 to our performance:
|
| EPS Growth |
| ROIC |
| EBITDA Margin |
| Organic Revenue Growth |
| Base Business Operating Profit Growth |
|
|
|
| Total Shareholder Return Amount |
$ 113.14
|
118.41
|
132.51
|
| Peer Group Total Shareholder Return Amount |
137.6
|
128.69
|
142.05
|
| Net Income (Loss) |
$ 487,493,000
|
$ 513,103,000
|
$ 454,368,000
|
| Company Selected Measure Amount |
(3)
|
13
|
34
|
| PEO Name |
Sundaram Nagarajan
|
|
|
| Measure:: 1 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
EPS Growth
|
|
|
| Measure:: 2 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
ROIC
|
|
|
| Measure:: 3 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
EBITDA Margin
|
|
|
| Measure:: 4 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Organic Revenue Growth
|
|
|
| Measure:: 5 |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Name |
Base Business Operating Profit Growth
|
|
|
| PEO | Aggregate Change In Actuarial Present Value Of Pension Benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ (1,370,568)
|
$ (927,052)
|
$ (599,499)
|
| PEO | Service Cost Of Pension Benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
323,038
|
372,875
|
414,386
|
| PEO | Prior Service Cost Of Pension Benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
14,728
|
| PEO | Sct Stock Awards Column Value [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
3,110,106
|
2,997,098
|
5,830,079
|
| PEO | Sct Option Awards Column Value [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
2,012,792
|
2,475,660
|
1,970,346
|
| PEO | YearEnd Fair Value Of Equity Awards Granted In The Covered Year That Are Outstanding And Unvested As Of The Covered YearEnd [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
2,488,293
|
4,375,965
|
7,643,426
|
| PEO | YearOverYear Change In Fair Value Of Equity Awards Granted In Prior Years That Are Outstanding And Unvested As Of The Covered YearEnd [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(813,409)
|
1,167,627
|
2,449,803
|
| PEO | Vesting Date Fair Value Of Equity Awards Granted And Vested In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
713,027
|
1,370,250
|
0
|
| PEO | YearOverYear Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
96,827
|
23,961
|
(902,267)
|
| PEO | Fair Value As Of PriorYear End Of Equity Awards Granted In Prior Years That Failed To Vest In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| PEO | Dollar Value Of DividendsEarnings Paid On Equity Awards In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
36,149
|
7,885
|
0
|
| PEO | Excess Fair Value For Equity Award Modifications [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Aggregate Change In Actuarial Present Value Of Pension Benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(1,727,477)
|
(642,927)
|
(2,051,879)
|
| Non-PEO NEO | Service Cost Of Pension Benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
89,347
|
86,118
|
131,937
|
| Non-PEO NEO | Prior Service Cost Of Pension Benefits [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
4,608
|
| Non-PEO NEO | Sct Stock Awards Column Value [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
992,847
|
784,400
|
1,246,865
|
| Non-PEO NEO | Sct Option Awards Column Value [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
447,847
|
518,945
|
418,909
|
| Non-PEO NEO | YearEnd Fair Value Of Equity Awards Granted In The Covered Year That Are Outstanding And Unvested As Of The Covered YearEnd [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
854,453
|
1,048,192
|
1,778,869
|
| Non-PEO NEO | YearOverYear Change In Fair Value Of Equity Awards Granted In Prior Years That Are Outstanding And Unvested As Of The Covered YearEnd [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
(175,572)
|
(229,852)
|
895,006
|
| Non-PEO NEO | Vesting Date Fair Value Of Equity Awards Granted And Vested In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
109,324
|
292,838
|
0
|
| Non-PEO NEO | YearOverYear Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
50,727
|
71,519
|
(155,932)
|
| Non-PEO NEO | Fair Value As Of PriorYear End Of Equity Awards Granted In Prior Years That Failed To Vest In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
| Non-PEO NEO | Dollar Value Of DividendsEarnings Paid On Equity Awards In The Covered Year [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
11,795
|
3,377
|
795
|
| Non-PEO NEO | Excess Fair Value For Equity Award Modifications [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|