Michael Hilton
JELD-WEN HoldingAbout Michael F. Hilton
Independent director at JELD-WEN Holding, Inc.; former President and CEO of Nordson Corporation. Age 70; director since 2023; determined independent under NYSE rules; holds a B.S. in chemical engineering and an MBA from Lehigh University . Committees: Compensation Committee and Governance & Nominating Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation | President & CEO | 2010–2019 | Grew sales from $819M to $2.3B; led 30+ transactions expanding into medical, test & inspection, flexible packaging |
| Air Products and Chemicals, Inc. | SVP & GM, Electronics and Performance Materials | 2007–2010; prior roles 1976–2007 | Multinational operations leadership; broad operational and P&L oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Rexnord Corporation | Director | 2019–present | Compensation committee chair (noted by company biography) |
| Lincoln Electric Holdings, Inc. | Director | 2015–present | Compensation committee chair (noted by company biography) |
| Ryder System, Inc. | Director | 2012–present | Compensation committee chair (noted by company biography) |
Board Governance
- Committee assignments: Compensation Committee member; Governance & Nominating Committee member .
- Independence: Board affirmatively determined Hilton as independent under NYSE rules and Exchange Act Rule 10A-3(b)(1) .
- Attendance: Board held 11 meetings in 2024; all directors who served attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at all Board and committee meetings .
- Committee meeting cadence (FY2024): Audit (8), Compensation (6), Governance & Nominating (4) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Committee chair fees | N/A | Not a chair; chair fees are $25,000 (Audit), $18,000 (Compensation), $15,000 (Governance) if applicable |
| Board/committee meeting fees | None | No meeting fees |
| 2024 cash paid | $100,000 | Director-specific total cash fees earned |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual equity retainer) | 2024-04-25 | 7,153 | $150,000 | Vest one year from grant, subject to continued service |
| 2024 stock awards total | — | — | $150,000 | As reported in 2024 Director Compensation table |
- Performance metrics for director equity: None disclosed (director RSUs are time-based; no performance conditions) .
Other Directorships & Interlocks
- Current public company boards: Regal Rexnord; Lincoln Electric; Ryder System .
- Committee interlocks: Company discloses no compensation committee interlocks and no insider participation conflicts .
Expertise & Qualifications
- Former public company CEO with deep global manufacturing, M&A and operational experience; led >30 acquisitions and portfolio expansion at Nordson .
- Human capital and compensation governance experience; chairs compensation committees at multiple industrial companies .
- Financial and compliance experience; broad multinational leadership background .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Michael F. Hilton | 13,505 | * | Includes RSUs vesting within 60 days per company’s reporting convention; company footnote uses “*” in percent column (see table and footnotes) |
- RSUs outstanding at 12/31/2024: 7,153 (director annual grant) .
- Ownership guidelines for directors: Required to hold common stock or RSUs equal to 5× annual cash retainer; compliance/on-track status confirmed for all non-employee directors as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors; the only grandfathered pledge relates to director Roderick Wendt from pre-IPO; Board removed ability to waive policy in 2021 .
Governance Assessment
- Strengths: Independent status; dual committee service (Compensation; Governance & Nominating); strong attendance culture (≥75%); executive sessions at all meetings; extensive compensation governance expertise from chair roles at other public companies .
- Alignment: Director pay mix combines fixed cash retainer and time-vested RSUs; ownership guideline of 5× cash retainer and anti-hedging/pledging policy support alignment; 2024 RSU grant aligns with standard market practice for directors .
- Conflicts/Red flags: Company reports no related-party transactions ≥$120,000 in 2024 and no compensation committee interlocks; grandfathered pledge exists for another director (Wendt) but not for Hilton .