NDSN Nordson Corporation

Nordson Corporation

28601 Clemens Road

Westlake, Ohio 44145

January 17, 2025

Dear Shareholder:

On behalf of the Board of Directors of Nordson Corporation (the “Board of Directors”), it is my pleasure to invite you to attend our virtual annual meeting of shareholders (the “Annual Meeting”), which will be conducted in an audio-only format on Tuesday, March 4, 2025, at 9:00 a.m. Eastern Time. You will be able to attend the Annual Meeting online by registering at www.proxydocs.com/NDSN, where you will be able to vote your shares electronically, and submit your questions during the Annual Meeting. As the Annual Meeting is being held in a virtual format only, you will not be able to attend the Annual Meeting in person.

The accompanying Notice of Annual Meeting and Proxy Statement describe the proposals that will be discussed and voted upon during the Annual Meeting. It is important that you vote your shares whether or not you plan to virtually attend the Annual Meeting. You have a choice of voting through the internet, by telephone, or by returning the proxy/voting instruction card by mail. You may also vote electronically during the Annual Meeting. Please refer to the instructions in the proxy materials.

On behalf of management and the Board of Directors, I want to thank you for your continued support and confidence in 2025.

		Sincerely,   VICTOR L. RICHEY, JR. Chair of the Board of Directors

NORDSON CORPORATION

TABLE OF CONTENTS

Website References

Throughout this proxy statement, we identify certain materials that are available in full on our website. The information contained on, or available through Nordson’s internet website is not and shall not be deemed to be, incorporated by reference in this proxy statement.

Forward-looking Statements

This proxy statement contains forward-looking statements within the meaning of the federal securities laws. Forward looking statements may be identified by the use of words such as “believe,” “expect,” “plans,” “intends,” “may,” “strategy,” “target,” “goals,” “anticipate,” and other similar words, and include, without limitation, our expectations about our future financial performance, earnings and dividend growth. These statements are subject to certain risks, uncertainties, and other factors, which could cause actual results to differ materially from those anticipated. Such risks include those contained in Nordson’s Annual Report on Form 10-K for the year ended October 31, 2024 and other documents Nordson files with the Securities and Exchange Commission. These risks are not comprehensive and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Any forward-looking statements made by Nordson speak only as of the date on which they are made. Nordson is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.

Nordson Corporation

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS

To Be Held Tuesday, March 4, 2025

We have provided access to our proxy materials over the internet at www.proxydocs.com/NDSN by mailing our shareholders a Notice of Internet Availability of Proxy Materials or, upon your request, by mailing this Proxy Statement and the enclosed proxy/voting instruction card on or about January 17, 2025. The Notice of Internet Availability of Proxy Materials provides information on how shareholders can obtain paper copies of our proxy materials, if they so choose.

Our Proxy Statement, and our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, are also available at: https://investors.nordson.com/financials/default.aspx#annual-reports. The Board of Directors has determined that shareholders of record at the close of business on January 3, 2025 are entitled to notice of, and to vote during, the Annual Meeting.

By Order of the Board of Directors,

Jennifer L. McDonough

Executive Vice President, General Counsel

and Secretary

January 17, 2025

Westlake, Ohio

Nordson Corporation – 2025 Proxy Statement  |  1

PROXY STATEMENT SUMMARY

This summary highlights select information about Nordson’s 2025 Annual Meeting of Shareholders and our corporate governance and executive compensation practices. These charts do not contain all of the information provided elsewhere in this Proxy Statement; therefore you should read the entire proxy statement carefully before voting.

We first released this proxy statement and the accompanying proxy materials to shareholders on or about January 17, 2025.

Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting. Abstentions are not included in the vote count for election of directors. However, abstentions will affect the outcome of the votes on Proposals 2 and 3, being equivalent to votes “against” the proposals.

We will also consider any other matters that may properly be brought before the Annual Meeting and any postponement(s) or adjournment(s) thereof. As of the date of this Proxy Statement, we have not received notice of other matters that may be properly presented at the Annual Meeting.

2  |  Nordson Corporation – 2025 Proxy Statement

The tables below highlight select information about our corporate governance and executive compensation practices:

Nordson Corporation – 2025 Proxy Statement  |  3

2024 HIGHLIGHTS

FINANCIAL

GOVERNANCE

4  |  Nordson Corporation – 2025 Proxy Statement

COMPENSATION

Nordson Corporation – 2025 Proxy Statement  |  5

DIRECTORS SERVING ON BOARDS OF OTHER PUBLIC COMPANIES

Board service by members of our Board is set forth in our Governance Guidelines, which provides that directors who are not executive officers of a public company may serve on up to three other public company boards, and directors who also serve as an executive officer of a public company may serve on a maximum of one other public company board. The following table shows our directors as of our record date, January 3, 2025, and the public company boards upon which they serve other than ours:

6  |  Nordson Corporation – 2025 Proxy Statement

NORDSON CORPORATION

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

March 4, 2025

The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) of Nordson Corporation for use at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held virtually, via live audio-only webcast on Tuesday, March 4, 2025, at 9:00 a.m. Eastern Time, for the following purposes:

The Notice of Internet Availability of Proxy Materials or, if requested, the Proxy Statement and the accompanying proxy/voting instruction card were first mailed to shareholders on or about January 17, 2025.

We are holding the Annual Meeting virtually this year. You will be able to attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by registering in advance at www.proxydocs.com/NDSN. You will not be able to attend the Annual Meeting in person. This Proxy Statement includes more information about the procedures for the virtual Annual Meeting.

This Proxy Statement contains important information regarding our Annual Meeting, the proposals on which you are being asked to vote, information you may find useful in determining how to vote, and information about voting procedures. As used in this Proxy Statement, “we,” “us,” “our,” “Nordson,” or the “Company” refers to Nordson Corporation.

Nordson Corporation – 2025 Proxy Statement  |  7

PROPOSAL 1: ELECTION OF DIRECTORS

The Governance and Sustainability Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the Annual Meeting. Our Board is divided into three classes, with each class serving for three-year terms. The composition of the Board changed in 2024 following a comprehensive director search that concluded in the selection of two directors identified and recommended to the Board by a third-party search firm: Christopher L. Mapes was appointed to the Board effective January 16, 2024 and subsequently elected by the shareholders at the 2024 Annual Meeting to the class of directors with terms expiring in 2026; and Annette K. Clayton was appointed to the Board effective April 1, 2024. The Board is currently comprised of ten directors, with one class having four directors and two classes having three directors. Although Ms. Clayton was appointed in April 2024 to the class of directors whose term expires in 2026, she is standing for election at the 2025 Annual Meeting to allow for shareholder approval of her appointment.

The Governance and Sustainability Committee has recommended, and the Board has approved, the persons named as nominees and, unless otherwise marked, a duly executed and properly submitted proxy will be voted for those nominees. Nominees Annette K. Clayton, John A. DeFord, Jennifer A. Parmentier and Victor L. Richey, Jr., currently serve as directors. All nominees other than Ms. Clayton have agreed to stand for election for a three-year term. Ms. Clayton has agreed to stand for election for a one-year term.

In assessing each director nominee and the composition of the Board as a whole, the Governance and Sustainability Committee considers a diverse group of experiences, qualifications, attributes, and skills that the Committee believes enable a director nominee to make significant contributions to the Board, Nordson, and our shareholders. The Board is committed to an inclusive director search process, which includes actively seeking highly experienced and diverse candidates, including women and racially or ethnically diverse candidates, for each search the Board undertakes.

8  |  Nordson Corporation – 2025 Proxy Statement

The current-serving directors, including the nominees, collectively have a mix of various skills and qualifications, some of which are listed in the table below. These collective attributes enable the Board to provide insightful leadership as it strives to advance our strategies and deliver returns to shareholders.

DIRECTOR SKILLS & ATTRIBUTES

SKILLS, EXPERIENCE & ATTRIBUTES

BUSINESS STRATEGY & OPERATIONS Provides a practical understanding of developing, implementing, and assessing our operating plan and business strategy

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

ACCOUNTING & FINANCIAL Provides guidance in evaluating our financial reporting obligations, financial statements, capital structure, and internal controls

✓

✓

✓

✓

✓

GLOBAL BUSINESS Helps oversee the management of our global operations and understands operating in foreign countries

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

PUBLIC COMPANY Helps oversee an ever-changing mix of strategic, operational, and compliance-related matters as well as drive business strategy, growth, performance, and to create shareholder value

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

ADDITIONAL PUBLIC BOARD(S) Current or previous service on additional Boards of public companies

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

C-SUITE Current or previous experience as a CEO, CFO or other member of the C-Suite

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

MERGERS & ACQUISITIONS Provides insight into developing and implementing strategies for growing our business

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

CORPORATE GOVERNANCE Supports our goals of strong Board and management accountability, transparency, and protection of shareholder interests

✓

✓

✓

✓

✓

✓

✓

✓

✓

INDUSTRY & END MARKET EXPERTISE Provides deep experience and insight into end markets, customers and industries that are strategically important to the Company

✓

✓

TECHNOLOGY Helps drive technological innovation and assists in overseeing our technology-related security risks

✓

✓

✓

✓

ETHNIC, GENDER, NATIONAL ORIGIN, OR OTHER DIVERSITY Provides diversity of background and life experience, which together with diverse thought and opinion improves the quality of decision making; helps the Board respond effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders, enhancing the Company’s business performance.

✓

✓

✓

✓

✓

✓

See director biographies beginning on page 11 for further detail.

Nordson Corporation – 2025 Proxy Statement  |  9

Our Board recognizes the importance of Board refreshment to ensure that the directors possess a composite set of skills, experience, and qualifications necessary to successfully oversee the Company’s strategic priorities. We do not believe in a specific limit for the overall length of time an independent director may serve; however, we believe that the tenure spectrum of our directors should provide an effective mix of deep knowledge and new perspectives. Our Governance Guidelines provide that a director is expected to retire on or before the annual meeting immediately following a director’s 72nd birthday. We periodically rotate the chairs of each of our committees to ensure continued diverse perspectives. As a result of our refreshment, as of our record date for the Annual Meeting, the average tenure of our independent directors is 6.3 years, the average age of our independent directors is 62.1 years, and fifty percent of our directors represent gender and racial or ethnic diversity.

In determining whether to recommend a director for re-election, the Governance and Sustainability Committee considers, among other attributes, the director’s skills and expertise, participation in and contributions to the activities of the Board, the results of the annual Board evaluation, and past meeting attendance.

The name and age (as of the Annual Meeting) of each of the four nominees for election as directors, as well as current directors whose terms will continue after the Annual Meeting, are listed in the next section, together with his or her principal occupation for at least the past five years, the year each became a director of the Company and certain other relevant information.

Proxies that are duly executed and properly submitted but do not withhold the authority to vote for any or all of the nominees will be voted for the election as directors of all of the nominees named below. At this time, the Board is not aware of any reason that would prevent any nominee from being a candidate at the Annual Meeting. However, in the event any one or more of such nominees becomes unavailable for election, proxies will be voted in accordance with the best judgment of the proxy holder.

10  |  Nordson Corporation – 2025 Proxy Statement

Nominee for Term Expiring in 2026

				Career Highlights and Qualifications   Now retired, Ms. Clayton served as chief executive officer and president of Schneider Electric North America SE (digital automation and energy management) from 2016 through 2024. She served as executive vice president and chief supply chain officer of Schneider Electric from 2011 until 2016. Prior to her career at Schneider Electric, she was vice president of global operations and supply chain at Dell Technologies, Inc. (global technology company), where she led the transformation of its global supply chain and fulfillment model. In addition, she held senior management roles at General Motors Corporation (automotive manufacturing) from 1983-2006, including president of Saturn Corporation.   Attributes and Skills   Ms. Clayton has served in the public company leadership capacities noted above as well as other significant leadership roles at global companies. Her experience includes leading and overseeing corporate strategy, profitable growth, mergers and acquisitions, corporate governance, and financial performance, including corporate finance, financial reporting, risk management, capital allocation and strategic planning.   Based on her strong background, experience and performance in senior leadership roles and as a director, our Board believes Ms. Clayton represents each of the key skills and qualifications noted for her in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.
ANNETTE K. CLAYTON
Director Since 2024
Age 61
Retired President and CEO, Schneider Electric North America
Committees: Audit
Other Public Directorships (current in bold)
Oshkosh Corporation (NYSE: OSK) NXP Semiconductors N.V. (Nasdaq: NXPI) Duke Energy Corporation (NYSE: DUK)

Nordson Corporation – 2025 Proxy Statement  |  11

Nominees for Term Expiring in 2028

				Career Highlights and Qualifications   Dr. DeFord is currently chairman, chief executive officer and president of Samothrace Medical Innovations, Inc., a privately held medical technology company, which he co-founded in March 2022. Previously, Dr. DeFord served as executive vice president and chief technology officer of Becton, Dickinson and Company (NYSE: BDX) (medical technology and manufacturing) from 2017 until 2021. Prior to that, he was senior vice president of Science, Technology and Clinical Affairs for C.R. Bard, Inc. (medical technology manufacturing), which was acquired by BDX in 2017, managing director of Early Stage Partners, a venture capital fund, and president and chief executive officer of Cook Incorporated, a privately held medical device manufacturer.   Attributes and Skills   Dr. DeFord brings a wealth of diverse experiences resulting from serving in various leadership positions over the past 35 years, he holds 14 U.S. patents, is the author of numerous peer-reviewed scientific papers, and has a Ph.D in Electrical Engineering. His experience also includes leading and overseeing mergers and acquisitions and corporate governance initiatives. Dr. DeFord’s expertise in the medical device sector and executive experience in multi-billion dollar, global companies enables him to make significant contributions to discussions regarding the Company’s strategy and growth.   Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Dr. Ford represents each of the key skills and qualifications noted for him in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.
JOHN A. DEFORD
Director Since 2020
Age 62
Chairman, CEO and President, Samothrace Medical Innovations, Inc.
Committees: Compensation, Governance and Sustainability
Other Public Directorships (current in bold)
Globus Medical Inc. (NYSE: GMED) Maravai LifeSciences Holdings, Inc. (Nasdaq: MRVI)   NuVasive, Inc. (Nasdaq: NUVA) (2018-2023)

12  |  Nordson Corporation – 2025 Proxy Statement

				Career Highlights and Qualifications   Ms. Parmentier has served as chair of the board and chief executive officer of Parker-Hannifin Corp. (NYSE: PH) (motion control manufacturing) since January 2023. Immediately prior to her current role, Ms. Parmentier served as the chief operating officer at Parker-Hannifin from August 2021 to January 2023. She also served as vice president and president of Motion Systems Group from February 2019 to August 2021, vice president and president of the Engineered Materials Group from September 2015 to February 2019, and general manager for the Hose Products Division in the Fluid Connectors Group since joining Parker-Hannifin in 2008.   Attributes and Skills   Ms. Parmentier brings strong international operating experience in the industrial sector to the Board. Her experiences, specifically her career with Parker-Hannifin, which serves a diverse market base spanning mobile, industrial, and aerospace clients, enables her to make significant contributions to discussions regarding the Company’s diverse and complex global organization. She also has extensive experience in financial planning and performance, mergers and acquisitions, employee engagement, management of corporate initiatives and other corporate governance matters.   Based on her strong background, experience and performance in senior leadership roles and as a director, our Board believes Ms. Parmentier represents each of the key skills and qualifications noted for her in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.
JENNIFER PARMENTIER
Director Since 2020
Age 57
CEO, Parker-Hannifin Corp.
Committees: Executive, Compensation, Governance and Sustainability (Chair)
Other Public Directorships (current in bold)
Parker-Hannifin Corp. (NYSE: PH)

Nordson Corporation – 2025 Proxy Statement  |  13

				Career Highlights and Qualifications   Mr. Richey has served as Chair of our Board since March 2024. Now retired, Mr. Richey served as executive chair of the board of ESCO Technologies Inc. (NYSE: ESE) (fluid management manufacturing) from January 2023 to June 2023. He previously served as ESCO Technologies’ chair of the board, president, and chief executive officer from 2003 to 2022.   Attributes and Skills   Mr. Richey has extensive experience in senior leadership of a diversified global producer and marketer of technology, and he has significant executive management and board experience at public and private companies within several of our end markets, including the semiconductor industry, which provides our Board with a breadth of skills critical to its oversight responsibility. He also has extensive expertise in mergers and acquisitions and the ability to provide accountability, transparency and protection of shareholder interests.   Based on his strong background, experience and performance in senior leadership roles and as a director, our Board believes Mr. Richey represents each of the key skills and qualifications noted for him in the Director Skills Matrix on page 9, and will continue to effectively serve our Board, our business, our management team and our shareholders.
VICTOR A. RICHEY, JR.
Director Since 2010
Age 67
Retired President and CEO, ESCO Technologies, Inc.
Committees: Executive (Chair)
Other Public Directorships (current in bold)
Thermon Group Holdings, Inc. (NYSE: THR)   ESCO Technologies Inc. (NYSE: ESE) (2006-2023)

14  |  Nordson Corporation – 2025 Proxy Statement

Current Directors with Terms Expiring in 2026

				Career Highlights and Qualifications   Mr. Mapes retired as president and chief executive officer of Lincoln Electric Holdings, Inc. (Nasdaq: LECO) (global manufacturer of welding and automation solutions) in December 2023, a position he held since December 2012 after serving as chief operating officer in 2011. He also retired as Executive Chair of Lincoln Electric in December 2024, and served as a director since 2010. Prior to that, he served as executive vice president and a divisional president of A.O. Smith Corporation (NYSE: AOS) (residential and commercial water heater and boiler manufacturing) until its divestiture in 2011.   Attributes and Skills   Mr. Mapes’ experience spans more than 35 years of industrial manufacturing in large, global, publicly-traded companies. Beyond his keen understanding of the manufacturing industry, Mr. Mapes has significant experience developing and implementing strategic operating plans, mergers and acquisitions, global operations and international compliance. Additionally, his service on other public boards enables Mr. Mapes to provide meaningful insight on corporate governance and financial matters.
CHRISTOPER L. MAPES
Director Since 2024
Age 62
Retired President and CEO, Lincoln Electric Holdings, Inc.
Committees: Audit
Other Public Directorships (current in bold)
The Timken Company (NYSE: TKR) AO Smith Corporation (NYSE: AOS)   Lincoln Electric Holdings, Inc. (Nasdaq: LECO)

Nordson Corporation – 2025 Proxy Statement  |  15

16  |  Nordson Corporation – 2025 Proxy Statement

				Career Highlights and Qualifications   Mr. Nagarajan has served as Nordson’s President and Chief Executive Officer since August 2019. He joined Nordson following a 23-year career with Illinois Tool Works Inc. (NYSE: ITW), (FORTUNE® 200 manufacturer of industrial products and equipment). In his last role at Illinois Tool Works, Mr. Nagarajan served as executive vice president, ITW Automotive OEM Segment, a position he held since 2015. Prior to that he held various executive and managerial roles of increasing responsibility.   Attributes and Skills   Mr. Nagarajan is the only member of Nordson’s management serving on our Board. He brings to the Board significant global manufacturing experience, with a focus on creating value for customers through innovation and industry-leading excellence in quality and delivery. Mr. Nagarajan has an intimate understanding of management, leadership, strategy development and day-to-day operations of global companies. He has been instrumental in driving and implementing strategies to strengthen our financial performance, culture, values, purpose, employee engagement, customer experience, profitable growth and management of ESG initiatives, cybersecurity and other significant risks and opportunities.
SUNDARAM NAGARAJAN
Director Since 2019
Age 62
President and CEO, Nordson Corporation
Committees: Executive
Other Public Directorships (current in bold)
Wesco International, Inc. (NYSE: WCC)   Sonoco Products Company (NYSE: SON) (2015-2022)

Nordson Corporation – 2025 Proxy Statement  |  17

Current Directors with Terms Expiring in 2027

				Career Highlights and Qualifications   Now retired, Mr. Jaehnert served as chief executive officer and president of Brady Corporation (NYSE: BRC) (high performance labels, signage, printers, and software) from 2003 through 2013. Previously, he served as a divisional president and chief financial officer of Brady Corporation and held various financial positions in Germany and in the United States for Robert Bosch GmbH (international manufacturer). Mr. Jaehnert has earned a NACD Directorship Certification and was named as an NACD Directorship 100 honoree for the years 2020 and 2024. Mr. Jaehnert has also earned a Certificate in Cybersecurity through the NACD/Software Institute of Carnegie Mellon University in 2023.   Attributes and Skills   Mr. Jaehnert has served in the public company leadership capacities noted above as well as other significant leadership roles at global companies. His experience includes leading and overseeing corporate strategy, profitable growth, mergers and acquisitions, corporate governance, and financial performance, including corporate finance, financial reporting, risk management, capital allocation and strategic planning. Additionally, Mr. Jaehnert has significant experience, perspective and insight from his service and leadership with other public company boards.
FRANK M. JAEHNERT
Director Since 2012
Age 66
Retired President and CEO, Brady Corporation
Committees: Audit (Chair), Compensation, Executive
Other Public Directorships (current in bold)
Itron, Inc. (Nasdaq: ITRI)   Briggs & Stratton Corporation (formerly NYSE: BGG) (2014-2021)

18  |  Nordson Corporation – 2025 Proxy Statement

				Career Highlights and Qualifications   Now retired, Ms. Jones served as the senior vice president and chief financial officer of Cooper Tire & Rubber Company (tire manufacturing), from 2014 until her retirement in 2018. Prior to joining Cooper, Ms. Jones served as chief financial officer of Plexus Corporation (Nasdaq: PLXS) (electronics manufacturing) from 2004 to 2014.   Attributes and Skills   Ms. Jones brings more than 30 years of accounting and finance skills, in industries ranging from consumer goods, industrial manufacturing, supply chain management and software. In addition to her strong financial acumen, Ms. Jones has meaningful expertise in business strategy and operations, mergers and acquisitions, corporate governance, and understands the unique challenges that come with operating a global business. Ms. Jones’ also brings her experience on previous and currently held board positions on other publicly traded companies, including with audit committees.
GINGER M. JONES
Director Since 2019
Age 59
Retired Senior Vice President and Chief Financial Officer, Cooper Tire & Rubber Company
Committees: Audit, Compensation
Other Public Directorships (current in bold)
Tronox Holdings plc (NYSE: TROX) Holley (NYSE: HLLY)   Libbey, Inc. (formerly NYSE: LBY) (2013-2020)

Nordson Corporation – 2025 Proxy Statement  |  19

				Career Highlights and Qualifications   Dr. Morris currently serves as a Principal of MEHL BioMedical, LLC (biomedical consulting services), where he has provided consulting services to start-up companies in the biomedical device industry since 2015. Dr. Morris retired from Neuspera Medical Inc., a privately held company (medical technology), where he had served as president and chief executive officer from 2015 to 2022. He previously was the senior vice president, research and development of Cyberonics, Inc., maker of the Vagus Nerve Stimulation (VNS Therapy) System from 2009 through 2014. His prior work experience also includes serving as a director, program management and operations of InnerPulse, Inc., (medical technology), as well as director, marketing and arrhythmia franchise leader of Boston Scientific Corporation (NYSE: BSX) (multinational medical device manufacturing). Dr. Morris has earned a NACD Directorship Certification and certification in Cybersecurity through the National Association of Corporate Directors.   Attributes and Skills   Dr. Morris brings to the Board significant new product development experiences in the medical device markets. Dr. Morris’s robust business leadership experience gives him expertise in global decentralized organizations, mergers and acquisitions, international compliance, and affords the Board a unique perspective in identifying strategic and tactical risks attendant to the medical device market.
MILTON M. MORRIS
Director Since 2022
Age 53
Principal of MEHL BioMedical, LLC
Committees: Audit, Governance and Sustainability
Other Public Directorships (current in bold)
Embecta Corp. (Nasdaq: EMBC) Myomo, Inc. (NYSE: MYO)

No shareholder or group that beneficially owns 1% or more of our outstanding common shares has recommended a candidate for election as a director at the 2025 Annual Meeting.

Cumulative Voting

Voting for directors will be cumulative if any shareholder provides notice in writing to the President, an Executive Vice President, or the Secretary of Nordson of a desire to have cumulative voting. The notice must be received at least 48 hours before the time set for the Annual Meeting, and an announcement of the notice must be made at the beginning of the meeting by the Chair or the Secretary, or by or on behalf of the shareholder giving the notice. If cumulative voting is in effect, each shareholder will be entitled to cast, in the election of directors, a number of votes equal to the product of the number of directors to be elected multiplied by the number of shares that the shareholder is voting. Shareholders may cast all of these votes for one nominee or distribute them among several nominees, as they see fit. If cumulative voting is in effect, shares represented by each properly submitted proxy will also be voted on a cumulative basis, with the votes distributed among the nominees in accordance with the judgment of the persons named on the proxy/voting instruction card.

To date, we have not received a notice from any shareholder of his, her, or its intention to request cumulative voting.

Majority Voting Policy

The Director nominees receiving the greatest number of votes will be elected (plurality standard). However, our majority voting policy states that any Director who fails to receive a majority of the votes cast in his/her favor is required to submit his/her resignation to the Board. The Governance and Sustainability Committee of the Board would then consider each resignation and determine whether to accept or reject it. Abstentions and broker non-votes will have no effect on the election of a Director and are not counted under our majority voting policy.

20  |  Nordson Corporation – 2025 Proxy Statement

Required Vote

The election of directors requires the affirmative vote of the holders of a plurality of the shares of common stock voting at the Annual Meeting. Under the plurality voting standard, the nominees receiving the most “for” votes will be elected, regardless of whether any nominee received a majority of the votes. Only shares that are voted in favor of a particular nominee will be counted toward the nominee’s achievement of a plurality. Shares present at the meeting that are not voted for a particular nominee or shares present by proxy where the shareholder properly withheld authority to vote for the nominee (including broker non-votes) will not be counted toward the nominee’s achievement of a plurality, but will be counted for quorum purposes.

RECOMMENDATION REGARDING PROPOSAL 1:

The Board of Directors recommends that

you vote “FOR” all four nominees as directors.

Proxies received by the Board will be voted for all nominees

unless shareholders specify a different vote.

Nordson Corporation – 2025 Proxy Statement  |  21

CORPORATE GOVERNANCE

Corporate Governance Documents

The following corporate governance documents are available at: https://www.nordson.com/en/About-Us/Corporate-Governance

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, 2024 (the “2024 Annual Report”) and this Proxy Statement, are available at: https://investors.nordson.com/financials/annual-reports/default.aspx. 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 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 https://www.nordson.com/en/about-us/corporate-responsibility.

Sharing the Nordson story and being accessible to our shareholders is a priority for Nordson. In 2024, 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. Additionally, we hosted an Investor Day in New York City on October 3, 2024. Attendees heard directly from our executive leadership team on our growth strategy and long-term financial targets. A recording of the live-streamed event is available on www.nordson.com/investors.

In November 2024, Nordson published its latest Environmental, Social and Governance (“ESG”) report. The report reflects an intentional, systemic approach to organizing and communicating our commitments, accomplishments and aspirations through an ESG lens. To view the 2024 and previous reports, visit https://www.nordson.com/en/about-us/corporate-responsibility

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Director Independence

In accordance with the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), and our Governance Guidelines, the Board must consist of a majority of independent directors. The Board has determined that all of our current directors, except Mr. Nagarajan, are independent under these standards. Mr. Nagarajan is not an independent director because he serves as our President and Chief Executive Officer. Our Governance Guidelines also require that our Audit, Compensation, and Governance and Sustainability committees each be comprised solely of independent directors who meet all the independence and experience requirements of Nasdaq.

In determining independence, each year the Board affirmatively determines, among other things, whether directors have a “material relationship” with Nordson. When assessing the “materiality” of a director’s relationship with Nordson, the Board considers all relevant facts and circumstances, including a consideration of the persons or organizations with which the director has an affiliation. Where an affiliation is present, the Board considers the frequency or regularity of the provision of services, whether the services are being carried out at arm’s length in the ordinary course of business and whether the services are being provided substantially on the same terms to Nordson as those prevailing at the time from unrelated parties for comparable transactions. With respect to Audit Committee members, the Board must affirmatively determine that these directors, in addition to the general independence requirements described above, satisfy certain financial education requirements and do not, among other things, accept any consulting, advisory, or other compensatory fee from Nordson. With respect to Compensation Committee members, the Board must consider, in addition to the general independence requirements described above, the source of compensation of the members, including any consulting, advisory or other compensatory fee paid by Nordson to these directors, and whether the directors are affiliated with Nordson, a subsidiary of Nordson or an affiliate of a subsidiary of Nordson.

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As part of our commitment to ensuring director independence, and in accordance with our Related Person Transaction Policy (described in more detail below) we have a monitoring and reporting program with respect to products supplied by, or to, a company that may employ a director or may have a director serving on its board to identify and address any potential conflicts of interest resulting from our relationship. In 2024, all transactions and relationships evaluated by the Board involved only immaterial ordinary course of business purchase and sale of goods and services at companies where our directors serve as an officer or director. The table below more particularly describes the transactions and relationships the Board considered in the 2024 fiscal year and, in each case, the amounts involved were less than the greater of $1 million or 1% of our and the recipient’s respective annual revenues in each of the last three years.

Based on this review and the information provided in response to annual questionnaires completed by each independent director regarding employment, business, familial, compensation, and other relationships with the Company and management, the Board has determined that every director that served during 2024 and director nominee (i) has no material relationship with Nordson, (ii) satisfies all of the Nasdaq independence standards and our independence standards, and (iii) is independent, with the exception of Sundaram Nagarajan, who is an employee director. The Board has also determined that each member and chair of its Audit, Compensation, and

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Governance and Sustainability committees are independent directors. For more information on our review standards for related party transactions, see “Review of Transactions with Related Persons” below.

Review and Approval of Transactions with Related Persons

The Board has adopted a written policy regarding the review and approval of transactions between the Company and its subsidiaries and certain persons that are required to be disclosed in proxy statements, which are commonly referred to as “related persons transactions.” Related persons include our directors, nominees for election as a director, persons controlling over 5% of our common shares, executive officers, and the immediate family members of each of these individuals. Under the written policy, Nordson’s Audit Committee is responsible for reviewing any related persons transactions and will consider factors it deems appropriate, including but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated 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 2024. 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. Fifty 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.

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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 separate the Chair of the Board and Chief Executive Officer positions to 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 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. In March 2024, Mr. Richey was elected independent Chair of the Board, succeeding Mr. Merriman, who had served in that capacity since February 2018.

Meetings of the Board of Directors

The Board held seven meetings and our committees held 17 meetings during fiscal year 2024. Nordson’s Governance Guidelines require attendance and active participation by directors at Board and committee meetings. In fiscal year 2024, each director 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 2024 Annual Meeting of Shareholders held on March 5, 2024.

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 through focused reviews 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 regularly assessing our business strategy, through dedicated annual reviews and periodic tailored sessions, 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 receives updates from management and guidance from outside advisors regarding this oversight responsibility.

In addition, the Board receives regular updates from management regarding matters critical to the business, which may include the safety of our workforce, supply chain interruptions, material availability, labor shortages and potential operational or financial implications of all these issues.

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Assisting the Board with its oversight responsibilities, each of our Board committees oversee certain aspects of risk management as presented below:

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 technology risks and threats and the measures implemented by the Company to mitigate and prevent cyberattacks, and the Board receives periodic reports from the Audit Committee and management on the Company’s cybersecurity program.

While our Governance and Sustainability Committee has primary oversight of governance and ESG matters for the Company, certain aspects of risk oversight related to ESG matters fall to the Board or to other committees, e.g., Audit (financial, environmental, and regulatory under our Enterprise Risk Management program) or Compensation (human capital) Committees.

Senior management attends Board and committee meetings at the invitation of the Board or its committees, respectively, and is available to address any questions or concerns raised by the Board on risk management and any other matters.

The Board is updated on each committee’s risk oversight and other activities via meeting reports from each committee chair to the full Board at each Board meeting.

The Board’s Role in Talent Development

A primary responsibility of the Board is to ensure that we have the appropriate management talent to successfully execute our strategies. Our Board believes that effective talent development is critical to Nordson’s continued success. Our Board’s involvement in leadership development and succession planning is systematic and ongoing. The Board plans for CEO succession and oversees management’s planning for succession of other key executive positions. Our Board calendar includes at least one meeting each year during which the Board conducts a detailed review of the Company’s talent strategies, leadership pipeline, and succession plans for key executive positions. The Compensation Committee oversees the process of succession planning and implements programs to retain and motivate key talent. To assist the Board, the CEO annually provides the Board with an in-depth assessment of senior managers and their potential to succeed to the position of CEO or other key executive positions.

Self-Assessments

On a regular basis, the Board conducts a self-assessment of the Board as a whole to determine, among other matters, whether the Board is functioning effectively. The independent directors also undertake a peer assessment of other independent directors as part of this self-assessment process. Each committee of the Board also conducts a self-assessment of the committee’s effectiveness. The Board considers the results of this process when determining whether incumbent directors continue to demonstrate the attributes that should be reflected on the Board, or whether changes to membership are appropriate.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees – Audit Committee, Compensation Committee, and Governance and Sustainability Committee – and an Executive Committee that convenes on an as-needed basis. The respective committee functions, memberships, and number of meetings held during fiscal year 2024 are listed below. A more detailed discussion of the purposes, duties, and responsibilities for each of the committees can be found in the respective committee charters, which are available at: https://www.nordson.com/en/about-us/corporate-governance

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The Audit Committee has confirmed Ernst & Young LLP’s independence from management and the Company, including compatibility of non-audit services with the auditors’ independence. The Audit Committee Report to the Board is at page 35 of this Proxy Statement.

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DIRECTOR COMPENSATION

Objectives of Director Compensation

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

Elements of Director Compensation

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

Determining Director Compensation. The Governance and Sustainability Committee oversees, reviews, and reports to the Board on director compensation. The Governance and Sustainability Committee bi-annually reviews competitive market data for non-employee director compensation and makes recommendations to the Board for its approval. The Governance and Sustainability Committee is assisted in performing its duties by Exequity LLP (“Exequity”), the Compensation Committee’s independent compensation consultant.

Exequity’s review for 2024 consisted of an analysis of competitive market data from a selected peer group of companies approved by the Compensation Committee. The peer group is consistent with the peer group used for the executive compensation review conducted during 2024.

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The components and respective amounts of non-employee director compensation for 2024 were:

Annual Cash Retainer. The cash retainers are paid in equal quarterly installments. Generally, for directors who join the Board after the commencement of a fiscal year, the annual retainer is prorated based on the number of days remaining in the fiscal year.

Annual Equity Award. Restricted share unit awards are granted annually and are effective the first business day of the fiscal year. The awards vest 100% on the last day of the fiscal year. If a director retires from the Board prior to the vesting date, restricted share units are forfeited on a pro-rata basis, based on the number of days served prior to retirement. If a director is appointed by the Board or elected by the shareholders after the commencement of a fiscal year, generally, the restricted share unit award is prorated based on the number of days remaining in the fiscal year. If restricted share units are not deferred, then the units and accrued dividend equivalents convert to Nordson common shares on a one-for-one basis on the vesting date.

Deferred Compensation Program. Under the directors deferred compensation plan, non-employee directors may defer all or a portion of their annual cash retainer into a non-qualified, unfunded deferred compensation account in the form of deferred cash or share equivalent units. Amounts deferred (i) as cash will earn a return based on the 10-year Treasury bill constant maturity interest rate or (ii) as share equivalent units will earn a return based on our common share price and accrued dividend equivalents. We do not pay above market or preferential interest rates under this deferred compensation plan.

Directors may elect to defer the receipt of restricted share units prior to the grant date. If the receipt is deferred, the restricted share units and accrued dividend equivalents will convert to share equivalent units on a one-for-one basis on the vesting date and thereafter are not subject to forfeiture.

After retirement or resignation from our Board, the share equivalent units and any cash retainers that were deferred as share equivalent units are paid out in our common shares in predetermined quarterly installments over a four-year period or in a lump sum, as elected by the director. Any cash retainers that were deferred as cash, and accrued interest thereon, will be paid out in cash in predetermined quarterly installments over a four-year period or in a lump sum, as elected by the director.

Share Ownership Guidelines. The Board believes that our non-employee directors should have a meaningful ownership interest in the Company and has implemented share ownership guidelines for our non-employee directors. The ownership guidelines require non-employee directors to own a minimum of five times their annual cash retainer in common shares. Shares held in the form of share equivalent units or restricted share units qualify as shares owned under the guidelines. Newly elected directors have five years within which to achieve the share ownership requirement. All non-employee directors currently meet the guidelines, except for Mr. Mapes, Dr. Morris, and Ms. Clayton, who were appointed within the last three years and have five years from the date of their respective appointment to achieve their ownership requirement, per the Governance Guidelines.

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Charitable Matching Gifts Program. Current and retired non-employee directors may participate in our charitable matching gifts program that is available to all current and retired employees. Mr. Merriman, Dr. Morris and Ms. Jones participated in this program in 2024, under which we made matching contributions totaling $75,000 in 2024.

Indemnity Agreements. To attract and retain highly qualified candidates to serve as our directors, we provide indemnification agreements that are intended to secure protection for our directors contemplated by our Amended Regulations (the “Regulations”) and to the full extent permitted by Ohio law.

Director Compensation Table for Fiscal Year 2024

The following table sets forth the total compensation of each non-employee director for services provided as a director in 2024.

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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, 2025

Ernst & Young LLP served as our independent registered public accounting firm for the fiscal year ended October 31, 2024. The Audit Committee has appointed Ernst & Young LLP to serve as our auditors for the fiscal year ending October 31, 2025. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate shareholder questions. Although ratification of the appointment of the independent auditors is not required by law, the Audit Committee and the Board believe that shareholders should be given the opportunity to express their views on the subject. While not binding on the Audit Committee or the Board, the failure of the shareholders to ratify the appointment of Ernst & Young LLP as our independent auditors would be considered by the Board in determining whether or not to continue the engagement of Ernst & Young LLP. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of independent auditors, whether or not our shareholders ratify the appointment.

As provided in the Audit Committee’s charter, the Audit Committee is responsible for directly appointing, retaining, terminating, and overseeing our independent registered public accounting firm. Our Audit Committee continuously evaluates the independence and effectiveness of Ernst & Young LLP and its personnel, and the cost and quality of its audit and audit-related services.

Pre-Approval of Audit and Non-Audit Services

At the start of each fiscal year, our Audit Committee pre-approves the audit services and audit-related services, if any, together with specific details regarding such services that we anticipate will be required for the fiscal year including, as available, estimated fees. The Audit Committee reviews the services provided to date and actual fees against the estimates and such fee amounts may be updated for presentation at the regularly scheduled meetings of the Audit Committee. Additional pre-approval is required before actual fees for any service can exceed the originally pre-approved amount. The Audit Committee may also revise the list of pre-approved services and related fees from time to time. All of the services described below under the captions “Audit Fees” and “Audit-Related Fees” with respect to fiscal years 2023 and 2024 were approved in accordance with this policy.

If we seek to engage our independent registered public accounting firm for other services that are not considered subject to general approval as described above, then the Audit Committee must approve each specific engagement as well as the estimated fees. The engagement will be presented to the Audit Committee for approval at its next regularly scheduled meeting. If the timing of the project requires an expedited decision, then we may ask the chair of the Audit Committee to approve the engagement. Any approval by the chair is then reported to the full Audit Committee for ratification at the next Audit Committee meeting. In any event, approval of any engagement by the Audit Committee or the chair of the Audit Committee is required before our independent registered public accounting firm may commence any engagement. Additional approval is required before any fees can exceed approved fees for any specifically-approved services.

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Fees Paid to Ernst & Young LLP

The following table shows the fees we paid or accrued for audit and other services provided by Ernst & Young LLP for the fiscal years ended October 31, 2024 and October 31, 2023:

RECOMMENDATION REGARDING PROPOSAL 2:

The Board of Directors recommends that

you vote “FOR” ratification of the Audit Committee’s

appointment of Ernst & Young LLP as our independent

registered public accounting firm for the fiscal year ending

October 31, 2025.

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AUDIT COMMITTEE REPORT

January 17, 2025

To: The Board of Directors of Nordson Corporation

The Audit Committee consists solely of independent Directors within the meaning of the Nasdaq listing standards. The Audit Committee oversees Nordson’s financial reporting process on behalf of the Board. Nordson’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an integrated audit of Nordson’s annual consolidated financial statements and internal control over financial reporting as of the end of the year in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). The Audit Committee operates under a written charter that specifies the Committee’s responsibilities. The full text of the Committee’s Charter is available at: https://www.nordson.com/en/about-us/corporate-governance/audit-committee-charter. The Audit Committee members are not auditors and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm.

Management has the responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended October 31, 2024, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee discussed with Ernst & Young LLP, which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, its judgment as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed with the Audit Committee by applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young LLP as required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence.

The Audit Committee discussed with our internal auditor and Ernst & Young LLP the overall scope and plan for their respective audits. The Audit Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024 filed with the Securities and Exchange Commission. The Audit Committee also evaluated and reappointed Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

This Audit Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Exchange Act.

This report has been furnished by the members of the Audit Committee:

Frank M. Jaehnert, Chair

Annette K. Clayton

Ginger M. Jones

Christopher L. Mapes

Milton M. Morris

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SECURITY OWNERSHIP OF NORDSON COMMON SHARES BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of issued and outstanding Nordson common shares beneficially owned as of January 3, 2025 by directors, director nominees, each named executive officer, and all directors and executive officers as a group. There were 57,087,783 shares of common stock outstanding as of January 3, 2025. The business address for matters related to Nordson for each of our directors, director nominees, and executive officers is 28601 Clemens Road, Westlake, Ohio 44145.

This beneficial ownership information is based on information furnished by the directors, director nominees, and executive officers. Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act for purposes of this Proxy Statement and is not necessarily to be construed as beneficial ownership for other purposes.