Frank M. Jaehnert
NORDSONAbout Frank M. Jaehnert
Retired industrial executive and independent director of Nordson Corporation. Age 66, director since 2012, currently chairs the Audit Committee and serves on the Compensation and Executive Committees. Former President and CEO of Brady Corporation (2003–2013), with prior CFO/divisional leadership at Brady and finance roles at Robert Bosch. Holds NACD Directorship Certification, NACD Directorship 100 honors (2020, 2024), and an NACD/Carnegie Mellon cybersecurity certificate (2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brady Corporation | President & CEO | 2003–2013 | Led strategy, M&A, governance, capital allocation |
| Brady Corporation | CFO; Divisional President | Not disclosed | Financial reporting, governance, strategic planning |
| Robert Bosch GmbH | Finance positions (Germany/US) | Not disclosed | Financial management in global manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Itron, Inc. (Nasdaq: ITRI) | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined Jaehnert is independent under Nasdaq and company standards; all committee members are independent .
- Committee assignments: Audit (Chair), Compensation, Executive; Audit Committee met 8 times in FY2024 .
- Financial expertise: Designated “audit committee financial expert” (with Ginger M. Jones) under SEC rules ; signed the Audit Committee Report .
- Attendance and engagement: Board held 7 meetings; committees held 17; no director attended fewer than 75%; all directors attended the 2024 annual meeting; independent directors hold regular executive sessions .
- Board leadership: Independent Chair structure; chair leads executive sessions and agenda-setting .
- ESG and risk oversight: Committees oversee financial/cyber (Audit), compensation/human capital (Compensation), governance/ESG (Governance & Sustainability) .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $110,000 | Includes board/committee retainers and chair supplements (Audit Chair supplement $20,000) |
| Stock Awards (RSUs grant-date fair value) | $158,428 | Annual RSUs vest 100% at fiscal year-end; directors may defer |
| All Other Compensation | $28,672 | Interest/dividends on deferred comp $28,609; insurance $63 |
| Total | $297,101 | No meeting fees; transparent, pay-for-service structure |
Additional structure:
- Annual RSU award effective first business day of fiscal year; vests fully on last day of fiscal year; number of units set by target dollar value ÷ 30-day average price .
- Directors’ share ownership guideline: ≥5× annual cash retainer; participation in deferred comp allowed; directors prohibited from pledging/hedging company shares .
Performance Compensation
- Nordson does not use performance-based metrics for non-employee director pay; annual RSUs are service-based and vest at year-end (no PSUs/options for directors disclosed) .
- As of FY2024 year-end, directors had no outstanding RSU awards due to year-end vesting cadence; deferrals convert to share equivalent units if elected .
Other Directorships & Interlocks
| External Company | Relationship to Nordson | Transaction Materiality | Board Determination |
|---|---|---|---|
| Itron, Inc. (Nasdaq: ITRI) | Nordson sells products to Itron | Less than 1% of Itron’s annual revenues in each of last 3 years | Ordinary course, arm’s length; immaterial; independence maintained |
Governance guideline limits: Non-executive public company directors may serve on up to three other public boards; Jaehnert serves on one, within limits .
Expertise & Qualifications
- CEO/CFO experience in global industrials; deep financial reporting and governance expertise .
- SEC “audit committee financial expert” designation and current Audit Chair .
- NACD Directorship Certification; NACD Directorship 100 honoree; cybersecurity certificate (NACD/CMU) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Frank M. Jaehnert | 18,633 | <1% | Beneficial ownership under Rule 13d-3; directors may have rights to acquire shares via settled PSUs; no director RSUs outstanding at FY-end due to vesting schedule |
- Shares outstanding: 57,087,783 as of January 3, 2025 .
- Ownership guideline: Meets requirement (≥5× cash retainer) .
- Anti-hedging/anti-pledging policy applies to directors .
Governance Assessment
Positive signals
- Independent, highly engaged director with Audit Chair role and SEC financial expert designation; strong attendance and executive session practice support robust oversight .
- Transparent, simple director pay structure with significant equity, ownership guidelines, and no meeting fees; anti-hedging/pledging and clawback policies bolster alignment .
- Related-party transactions with Itron reviewed under formal policy, arm’s length, immaterial (<$1m or <1% of entity revenues), preserving independence .
Potential red flags to monitor
- Interlock with Itron: While currently immaterial, continued monitoring warranted for any scaling of commercial ties that could challenge independence perceptions .
- Deferred compensation interest/dividends indicate use of deferral programs; no concerns disclosed, but deferral mechanics should be watched for alignment vs liquidity preferences .
Overall, Jaehnert’s background and committee leadership strengthen board effectiveness in financial oversight and risk management, with policies and disclosures mitigating conflict risks and supporting investor confidence .