Christopher L. Mapes
NORDSONAbout Christopher L. Mapes
Christopher L. Mapes, age 62, has served as an independent director of Nordson since 2024 and sits on the Audit Committee. He is the retired President and CEO of Lincoln Electric Holdings (2012–2023), having previously served as COO (2011) and later as Executive Chair through December 2024; his career spans 35+ years across global industrial manufacturing with expertise in strategic operating plans, M&A, global operations, and international compliance . The Board has determined he is independent under Nasdaq and Nordson standards; all Audit Committee members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Electric Holdings, Inc. (LECO) | President & CEO | Dec 2012 – Dec 2023 | Led a global industrial manufacturer; strategic operating plans and M&A execution |
| Lincoln Electric Holdings, Inc. (LECO) | Chief Operating Officer | 2011 | Operational leadership prior to CEO role |
| Lincoln Electric Holdings, Inc. (LECO) | Executive Chair; Director | Exec Chair retired Dec 2024; Director since 2010 | Governance leadership; retired as Executive Chair in Dec 2024 |
| A.O. Smith Corporation (AOS) | EVP and Divisional President | Until 2011 | Segment leadership; industrial manufacturing expertise |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| The Timken Company (NYSE: TKR) | Director | Current | Listed in Nordson’s “Directors serving on other public companies” table |
| A.O. Smith Corporation (NYSE: AOS) | Director | Current | Listed as current external board service |
| Lincoln Electric Holdings, Inc. (Nasdaq: LECO) | Director; Executive Chair (ret.) | Prior | Retired as Executive Chair Dec 2024; service as director noted in biography |
Board Governance
- Committee assignments: Audit Committee member; Audit met 8 times in FY2024; responsibilities include internal control oversight, auditor selection and independence, related-person transaction oversight, and cybersecurity risk oversight; all Audit members are independent .
- Independence and engagement: Board reports 100% of committee members independent and “none” attended fewer than 75% of meetings in 2024; each director attended at least 75% of Board and assigned committee meetings; independent directors hold regular executive sessions .
- Board leadership: Independent Chair of the Board (Victor L. Richey, Jr.); roles separated from CEO to enhance oversight .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $71,413 | Prorated annual retainer given mid-year appointment; Nordson does not pay separate meeting fees |
| All Other Compensation | $293 | $230 interest/dividends on deferred accounts; $63 insurance benefits |
| Total Fixed Cash & Other | $71,706 | Sum of cash fees and other compensation |
| Structure: Chair/Committee Chair retainers | Chair $100,000; Audit Chair $20,000; Compensation Chair $15,000; Governance & Sustainability Chair $15,000 | Supplemental retainers for chair duties; paid quarterly |
Performance Compensation
| Equity Award Type | Grant-Date Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Share Units (RSUs) – FY2024 | $132,026 | RSUs generally vest 100% on last day of fiscal year; directors may elect deferral; prorated for appointments mid-year | |
| Performance metrics tied to director equity | N/A | Director RSUs are service-based; no TSR/financial metrics tied to director compensation | Nordson specifies annual RSUs for directors; no meeting fees; focus on ownership alignment |
- Deferred compensation: Directors may defer cash retainers (earn 10-year Treasury rate) or convert RSUs to share equivalent units upon vesting; no above-market or preferential interest rates .
- Anti-hedging/pledging: Directors are prohibited from pledging or hedging Nordson shares .
- Ownership guidelines: Minimum of 5x annual cash retainer; newly appointed directors (including Mapes) have five years to comply .
Other Directorships & Interlocks
| Related Entity | Relationship | Nordson Transaction | Materiality |
|---|---|---|---|
| Lincoln Electric Holdings, Inc. | Retired Director, President & CEO | We sell products to Lincoln Electric | <1% of entity revenues for last 3 years; Board deemed immaterial |
| A.O. Smith Corporation | Director | We sell products to A.O. Smith | <1% of entity revenues for last 3 years |
| The Timken Company | Director | We sell products to Timken | <1% of entity revenues for last 3 years |
- The Board operates a monitoring/reporting program for such relationships; all were immaterial and ordinary course; Mapes remains independent .
Expertise & Qualifications
- 35+ years in global industrial manufacturing, strategic planning, M&A, global operations, and international compliance; offers corporate governance and financial insight from other public boards .
- Skills alignment: Business strategy/operations, public company leadership, M&A, corporate governance; reflected in Director Skills Matrix .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Christopher L. Mapes | 800 | <1% | Includes 517 RSUs (FY2024 prorated award with accrued dividends) scheduled to vest on Jan 16, 2025 (within 60 days of Jan 3, 2025) |
- As of Jan 3, 2025, Nordson had 57,087,783 shares outstanding; directors’ beneficial holdings generally <1% .
Governance Assessment
- Alignment and independence: Strong structural safeguards—independent Chair, fully independent committees, anti-hedging/pledging, majority voting, and director ownership guidelines support board effectiveness and investor confidence .
- Attendance/engagement: All directors met ≥75% attendance; robust executive sessions without management indicate active oversight .
- Compensation balance: Director pay emphasizes equity RSUs (ownership alignment) with simple retainer-based cash; no meeting fees; supplemental chair retainers reflect added responsibility; Exequity LLP assists with market benchmarking for non-employee directors .
- Interlocks/conflicts: Nordson sells to companies where Mapes serves/served as director or executive; Board review concluded all transactions were immaterial (<1% of revenues) and ordinary course; Audit Committee oversees related-person transactions, mitigating conflict risk .
- Ownership guideline status: Mapes is within his 5-year window to achieve the 5x cash retainer ownership requirement; monitoring warranted but not a red flag given tenure .
- Shareholder signals: 2025 Say-on-Pay received strong support (48,121,047 For; 1,340,226 Against); governance votes at the annual meeting reflect broad shareholder engagement and confidence .
Potential red flags: None material identified. Note the outstanding related-party exposure is monitored and immaterial, and Mapes’ ownership guideline is within permitted ramp-up period for new directors .