Ginger M. Jones
NORDSONAbout Ginger M. Jones
Ginger M. Jones, age 59, has served as an independent director of Nordson Corporation since 2019. She is a retired Senior Vice President and Chief Financial Officer of Cooper Tire & Rubber (2014–2018) and previously CFO of Plexus Corporation (2004–2014), bringing over 30 years of finance and accounting experience across industrial and technology sectors. Ms. Jones serves on Nordson’s Audit and Compensation Committees and has been designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper Tire & Rubber Company | Senior Vice President & Chief Financial Officer | 2014–2018 | Led finance for a global industrial manufacturer; deepened M&A, governance and global operations expertise |
| Plexus Corp. (Nasdaq: PLXS) | Chief Financial Officer | 2004–2014 | Oversaw finance in electronics manufacturing; significant public-company finance and strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tronox Holdings plc (NYSE: TROX) | Director (current) | Not disclosed | Current public company directorship; Nordson sells products to Tronox; transactions <1% of revenues and conducted at arm’s length per related-person review |
| Holley, Inc. (NYSE: HLLY) | Director (current) | Not disclosed | Current public company directorship |
| Libbey, Inc. (formerly NYSE: LBY) | Director (prior) | 2013–2020 | Prior public company directorship |
Board Governance
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Independence and roles
- Independent director; all directors except the CEO are independent under Nasdaq and Nordson guidelines .
- Committee assignments: Audit; Compensation .
- Audit Committee financial expert: Board determined Ms. Jones qualifies under SEC rules .
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Attendance and engagement
- Board meetings: 7; committee meetings: 17 in fiscal 2024 .
- No directors attended fewer than 75% of meetings; Board and committee meetings held in 2024 totaled 24 .
- Independent directors hold regular executive sessions without management .
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Committee activity (FY2024 meeting counts)
- Audit Committee (8 meetings): financial reporting, auditor oversight, related-party review, cybersecurity oversight .
- Compensation Committee (5 meetings): executive pay approvals, plan administration, succession oversight, independent consultant engagement .
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Board leadership structure
- Independent Chair of the Board (Victor Richey) since March 2024; CEO and Chair roles separated to enhance oversight .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount | Detail |
|---|---|---|
| Cash retainer (Fees Earned or Paid in Cash) | $90,000 | Ms. Jones’ FY2024 director cash compensation |
| Equity (Stock Awards, grant-date fair value) | $158,428 | Annual RSUs vest 100% on last day of fiscal year; no awards outstanding at FY2024 year-end |
| All Other Compensation | $28,145 | $8,082 interest/dividends on deferred accounts; $63 insurance benefits; $20,000 company charitable matching contributions |
| Meeting fees | $0 | Nordson does not pay separate meeting fees to directors |
| Supplemental chair fees | N/A for Ms. Jones | Chair retainers exist (e.g., Audit Chair $20k; Compensation Chair $15k) but Ms. Jones is not a chair |
Program structure applicable to all non-employee directors:
- Cash retainers paid quarterly; RSUs granted first business day of fiscal year, vest 100% at fiscal year-end; may defer cash and/or RSUs under the directors’ deferred compensation plan (returns based on 10-year Treasury or share equivalent units) .
- No retirement plan; company provides business travel and accident insurance; no equity repricing practice .
Performance Compensation
| Performance Metric(s) for Director Equity | Weighting | Payout Calibration | Status |
|---|---|---|---|
| None – director RSUs are time-based only | N/A | N/A | RSUs vest 100% at fiscal year-end; not performance-conditioned |
Note: Nordson’s performance metrics (e.g., revenue, operating profit, TSR) apply to executive incentive plans, not to non-employee director compensation. Director equity is time-based RSUs .
Other Directorships & Interlocks
| Director | External Entity | Relationship to NDSN | Materiality/Controls |
|---|---|---|---|
| Ginger M. Jones | Tronox Holdings plc (Director) | Nordson sells products to Tronox | Transactions <1% of each entity’s revenues over last 3 years; Audit Committee reviewed and determined immaterial and at arm’s length; related-person policy in place |
| Ginger M. Jones | Holley, Inc. (Director) | No specific transactions disclosed | Board annually reviews independence; Ms. Jones deemed independent |
- Compensation Committee interlocks/insider participation: none to report .
Expertise & Qualifications
- Former CFO at two public companies (Cooper Tire & Rubber; Plexus) with 30+ years in accounting and finance across industrials, consumer goods, supply chain, and software .
- Board-designated Audit Committee Financial Expert; expertise in strategy, operations, M&A, corporate governance, and global business complexity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ginger M. Jones | 4,644 | <1% | Beneficial ownership as of Jan 3, 2025; 57,087,783 shares outstanding |
Ownership alignment and policies:
- Director stock ownership guideline: at least 5× annual cash retainer; newly elected directors have 5 years to comply. All non-employee directors meet the guideline except Mapes, Morris, and Clayton (still within their five-year windows), indicating Ms. Jones meets the guideline .
- Anti-pledging/hedging: Directors prohibited from pledging Nordson shares or engaging in hedging transactions .
- At FY2024 year-end, no non-employee directors had awards outstanding because director RSUs vest at fiscal year-end .
Governance Assessment
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Strengths supporting investor confidence
- Independence and financial expertise: Ms. Jones is independent and an Audit Committee financial expert; she serves on both Audit and Compensation Committees, central to oversight of reporting integrity and pay practices .
- Attendance and engagement: No directors under 75% attendance; Board/committee cadence suggests active oversight (24 total meetings in FY2024) .
- Pay alignment and transparency: Director pay mix balances cash and time-vested equity; no meeting fees; clear guidelines and deferral options; no repricing practice .
- Shareholder alignment: Robust ownership guideline met by Ms. Jones; anti-hedging/pledging policy applies to directors .
- Broader say-on-pay results (context): Executive say-on-pay support of 94.78% in 2024 underscores shareholder endorsement of compensation governance .
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Potential conflict monitoring
- Nordson sells to Tronox (where Ms. Jones is a director); Audit Committee reviewed and deemed transactions immaterial (<1%) and arm’s length under written policy—mitigating conflict risk .
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Committee process quality
- Compensation Committee relies on an independent consultant (Exequity) and meets regularly; all members independent .
- Audit Committee independence affirmed; formal charter; oversight of cybersecurity and related-party transactions .
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RED FLAGS
- None identified specific to Ms. Jones. No attendance shortfall; no disclosed related-party transactions deemed material; no pledging; no director-specific pay anomalies disclosed .