Annette K. Clayton
NORDSONAbout Annette K. Clayton
Annette K. Clayton (age 61) is an independent director of Nordson Corporation, appointed April 1, 2024 and standing for shareholder election at the 2025 Annual Meeting; she serves on the Audit Committee. She is the retired President and CEO of Schneider Electric North America (2016–2024), previously EVP & Chief Supply Chain Officer at Schneider (2011–2016), held senior global operations roles at Dell, and earlier held senior roles at General Motors including President of Saturn (1983–2006) . The Board has determined she is independent under Nasdaq and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schneider Electric North America | President and CEO | 2016–2024 | Led strategy, profitable growth, M&A, governance, and financial performance oversight |
| Schneider Electric | EVP & Chief Supply Chain Officer | 2011–2016 | Global supply chain leadership |
| Dell Technologies | VP, Global Operations & Supply Chain | Not disclosed | Led transformation of global supply chain and fulfillment |
| General Motors / Saturn | Senior management roles; President, Saturn | 1983–2006 | Large-scale operations leadership |
External Roles
| Company | Ticker | Role | Notes |
|---|---|---|---|
| Oshkosh Corporation | OSK | Director | Current public directorship |
| NXP Semiconductors N.V. | NXPI | Director | Current public directorship |
| Duke Energy Corporation | DUK | Director | Current public directorship |
Nordson policy caps non-executive directors at up to three other public boards; Clayton’s three concurrent boards comply with this limit .
Board Governance
- Committee assignments: Audit Committee member; not designated the committee’s financial expert (experts are F. Jaehnert and G. Jones) .
- Independence: Board determined she is independent; all directors except the CEO are independent .
- Attendance and engagement: No director attended fewer than 75% of meetings in 2024; Board held 7 meetings and committees held 17 (Audit 8; Compensation 5; Governance & Sustainability 4) .
- Leadership structure: Independent Chair; independent directors meet in regular executive sessions .
- Tenure on NDSN Board: Director since 2024; standing for a one-year term at the 2025 meeting to ratify appointment .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees earned/paid in cash | $52,500 |
| Stock awards (RSUs) – grant date fair value | $98,352 |
| All other compensation (interest/dividends on deferred comp and insurance) | $176 |
| Total | $151,027 |
- Program structure: Cash retainers for Board/committee service; supplemental retainers for Chair roles (Chair of Board $100,000; Audit Chair $20,000; Compensation Chair $15,000; Governance & Sustainability Chair $15,000). No meeting fees .
- Equity for directors: Annual RSU grants vest 100% on the last day of the fiscal year; prorated if appointed mid-year (applies to Clayton’s 2024 grant) .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based elements | Not applicable — Non-employee directors receive service-vesting RSUs; no performance metrics are attached to director equity . |
Other Directorships & Interlocks
| Entity | Relationship to Clayton | Nordson Relationship | Materiality |
|---|---|---|---|
| NXP Semiconductors N.V. | Director | Nordson sells products to NXP | Less than 1% of NXP’s revenues in each of last 3 years |
| Oshkosh Corporation | Director | Nordson sells products to Oshkosh | Less than 1% of Oshkosh’s revenues |
| Schneider Electric | Retired President & CEO | Nordson sells products to Schneider | Less than 1% of Schneider’s revenues |
| Duke Energy | Director | Nordson purchases products from Duke | Less than 1% of Duke’s revenues |
- Related party oversight: All such transactions were arms-length, immaterial, reviewed under the Related Persons Transaction Policy, and did not affect independence determinations .
Expertise & Qualifications
- Core expertise: Corporate strategy, profitable growth, M&A, governance, financial performance, risk management, capital allocation, and strategic planning; deep global operations and supply chain leadership across diversified industrial and technology end markets .
- Audit Committee participation indicates involvement in oversight of financial reporting, internal controls, related-party reviews, and cybersecurity risk oversight; not designated an “audit committee financial expert” (experts are Jaehnert, Jones) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (1/3/2025) | 210 shares; less than 1% of outstanding |
| Shares outstanding (reference) | 57,087,783 as of 1/3/2025 |
| Outstanding director awards at FY2024-end | None — director RSUs vest at fiscal year-end |
| Stock ownership guideline | 5x annual cash retainer; new directors have 5 years to comply |
| Clayton guideline status | Not yet required to meet; within 5-year compliance window |
| Pledging/hedging | Prohibited for directors |
| Deferred compensation | Directors may defer cash/RSUs; Clayton reported $113 of interest/dividends on deferred amounts in 2024 |
Governance Assessment
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Strengths and investor confidence signals
- Independent director with significant operating and supply chain expertise across industrial and technology end markets; adds depth to Audit Committee oversight including cyber risk .
- Strong governance framework: independent Chair, majority-independent board/committees, anti-hedging/anti-pledging, majority voting policy, and robust director ownership guidelines .
- Shareholder alignment environment: recent Say-on-Pay support at 94.8% and consistent engagement with investors .
-
Watch items and potential risks
- Overboarding proximity: holds three other public directorships — at Nordson’s internal maximum for non-executive directors; currently compliant, but capacity for additional boards is effectively zero (monitor time/attention risk) .
- Interlocks/related transactions: NDSN sells to/ buys from companies where Clayton is a director or former executive; all immaterial and reviewed, but remains a perception risk to monitor .
- Audit Committee expertise: Clayton is not designated an “audit committee financial expert”; not a deficiency, but relevant for committee balance .
- Short NDSN tenure: Board-specific knowledge still building (appointed 2024) .
- Ownership alignment early stage: 210 shares and within 5-year window to reach 5x retainer guideline (not uncommon for a new appointee) .
No compensation committee interlocks or insider participation issues were required to be reported .
Directors do not receive meeting fees, and director RSUs are service-based (no performance metric dilution of independence) .