Jennifer L. McDonough
NORDSONAbout Jennifer L. McDonough
Executive Vice President, General Counsel & Secretary of Nordson Corporation since November 1, 2021; she leads global legal, ethics & compliance, intellectual property, and general corporate legal matters, following senior legal roles at PPL Corporation (Vice President, Deputy General Counsel & Assistant Secretary, 2017–2021), REX Energy (SVP, General Counsel & Secretary, 2011–2017), Kennametal (Assistant General Counsel & Assistant Secretary, 2005–2011), and prior practice at Morgan, Lewis & Bockius LLP . Under Nordson’s Ascend strategy, FY2024 delivered record sales of $2.7B, record EBITDA of $849M, operating profit of $674M (25% of sales), and a 10‑year TSR of 259%, with say‑on‑pay support of 94.8%, evidencing strong pay‑for‑performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nordson Corporation | EVP, General Counsel & Secretary | Nov 1, 2021 – present | Leads global legal function in ethics & compliance, IP, and corporate legal matters |
| PPL Corporation | VP, Deputy General Counsel & Assistant Secretary | 2017 – 2021 | Advised on corporate law, M&A, venture investments, securities & finance |
| REX Energy Corporation | SVP, General Counsel & Secretary | 2011 – 2017 | Legal leadership at independent condensate and natural gas company |
| Kennametal Inc. | Assistant General Counsel & Assistant Secretary | 2005 – 2011 | Legal roles at global engineered products manufacturer |
| Morgan, Lewis & Bockius LLP | Business & Finance Attorney | Early career | Corporate legal foundation; business/finance practice |
External Roles
No public company directorships or external board roles disclosed for Ms. McDonough in Nordson’s filings .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 425,000 | 445,000 | 462,000 |
| Target Bonus (% of Salary) | 70% | 70% | 70% |
| Actual Annual Cash Incentive Paid ($) | 473,280 | 75,548 | 247,008 |
Perquisites are modest: in 2024 she had $650 of airline club dues; prior relocation reimbursements ($225) and related tax gross‑up ($11,518) tied to 2023 activity; company contributions to qualified/non‑qualified plans totaled $32,925 in 2024 .
Performance Compensation
Annual Cash Incentive (FY2024) – design and outcome
| Component | Weight | Target (Framework) | Actual Result (% of Target) | Notes |
|---|---|---|---|---|
| Corporate Organic Revenue | 40% | Company‑wide goal set at $2,655M at target | 68.7% (actual currency) | Excludes M&A effects; measured at actual FX and currency‑neutral per policy |
| Corporate Base Business Operating Profit | 60% | Company‑wide goal set at $697M at target | 99.2% (actual currency) | Excludes non‑recurring acquisition and relocation costs |
| Segment Weighted Average (for functional executives) | 50% of payout (combined with corporate) | Weighted average of IPS/MFS/ATS goals | 32.9% | Weighted blend of segment organic revenue and base business operating profit |
| Combined Factor Payout | — | — | 76.4% | Resulting in $247,008 payout for Ms. McDonough |
Definitions: Organic revenue excludes acquisitions/divestitures; base business operating profit excludes interest, taxes, ancillary investments, and specified non‑recurring costs .
Performance Share Units (PSUs)
2022–2024 PSU cycle – metrics, results, payout:
| Metric (Weight) | 2022 Target | 2022 Actual (% of Target) | 2023 Target | 2023 Actual (% of Target) | 2024 Target | 2024 Actual (% of Target) | 3‑Year Average |
|---|---|---|---|---|---|---|---|
| Adjusted EPS Growth (40%) | 8% | 200% | 8% | Below threshold due to (10%) actual | 8% | Below threshold due to (4%) actual | — |
| ROIC (30%) | 12% | 200% | 12% | 155% | 12% | 103% | — |
| EBITDA Margin (30%) | 28% | 174% | 28% | 146% | 28% | 153% | — |
| PSU Payout (% of Target) | — | — | — | — | — | — | 120% |
| PSU Award | Target Shares | Payout % | Shares Earned |
|---|---|---|---|
| 2022–2024 PSU (Ms. McDonough) | 973 | 120% | 1,167 |
2024–2026 PSU cycle – targets:
| Award | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024–2026 PSU (granted Dec 1, 2023) | 476 | 1,902 | 3,804 | 436,661 |
RSUs and Stock Options (FY2024 grants)
| Instrument | Grant Date | Quantity | Grant Date Value ($) | Vesting |
|---|---|---|---|---|
| RSU | Dec 1, 2023 | 761 | 181,727 | Three annual installments over 3 years |
| Stock Options | Dec 1, 2023 | 3,147 | 255,033 (Black‑Scholes) | 25% per year over 4 years; 10‑year term; strike $238.80 |
Program mix: PSUs 50%, options 30%, RSUs 20% of long‑term incentive opportunity for executives .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 8,885 |
| Shares Outstanding (as of Jan 3, 2025) | 57,087,783 |
| Ownership as % of Shares Outstanding | ~0.0156% (8,885 / 57,087,783) |
| Rights to Acquire within 60 Days: PSUs | 1,167 (from 2022–2024 cycle) |
| Rights to Acquire within 60 Days: Options | 23,933 (vested options) |
| Stock Ownership Guideline (Other Executive Officers) | 2× base salary |
| Requirement vs Current (as of Jan 3, 2025) | Requirement: $960,000; Current: $904,201 (closing price $207.56 × owned/vested units) |
| Compliance Status & Timing | Below guideline; 5 years from appointment to achieve (Nov 1, 2021 start) |
| Anti‑hedging/Anti‑pledging | Directors and executive officers prohibited from pledging or hedging Nordson stock; short sales and derivatives prohibited |
| Clawback Policy | Recoupment for restatements (big R/little r) within 3 years; potential clawback for Code violations or willful misconduct/fraud |
Outstanding Equity Awards (as of Oct 31, 2024)
| Award Type | Details | Quantity | Valuation |
|---|---|---|---|
| RSUs | 08‑Nov‑2021 (unvested) | 420 | $104,114 (at $247.89/sh) |
| RSUs | 22‑Nov‑2021 (unvested) | 163 | $40,406 |
| RSUs | 01‑Dec‑2022 (unvested) | 472 | $117,004 |
| RSUs | 01‑Dec‑2023 (unvested) | 761 | $188,644 |
| PSUs | 2022 PSIA (Target) | 973 | $241,197 (market/payout value) |
| PSUs | 2023 PSIA (Threshold) | 354 | $87,753 |
| PSUs | 2024 PSIA (Threshold) | 476 | $117,872 |
| Stock Options (Ms. McDonough) | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 26‑Nov‑2018 | 5,000 | — | $124.90 | 11/26/2028 |
| 25‑Nov‑2019 | 5,640 | — | $165.21 | 11/25/2029 |
| 30‑Mar‑2020 | 806 | — | $138.29 | 3/30/2030 |
| 23‑Nov‑2020 | 4,050 | 1,350 | $201.50 | 11/23/2030 |
| 22‑Nov‑2021 | 2,324 | 1,997 | $267.51 | 11/22/2031 |
| 01‑Aug‑2022 | 641 | 642 | $230.50 | 8/1/2032 |
| 01‑Dec‑2022 | 1,087 | 3,070 | $240.01 | 12/1/2032 |
| 01‑Dec‑2023 | — | 3,147 | $238.80 | 12/1/2033 |
RSU vesting: three equal annual installments commencing one year after grant; options vest 25% per year over four years and have 10‑year terms; PSUs settle based on three‑year performance cycles .
Employment Terms
- Change‑in‑Control retention agreement (double trigger): upon a change‑in‑control and qualifying termination within 24 months, cash severance equal to 2× (base salary + target annual cash incentive), pro‑rated annual incentive, 24 months of benefit continuation, outplacement, and (for eligible executives) pension service credit; no excise tax gross‑ups for agreements entered after Nov 1, 2015 .
- Equity treatment on change‑in‑control (double trigger): full vesting of outstanding share‑based awards under shareholder‑approved plan upon change‑in‑control plus qualifying termination .
- Clawback and conduct provisions: incentive award recoupment for restatements; Board may require reimbursement for Code violations or willful misconduct causing harm .
- Insider trading policy: prohibits pledging/hedging, short sales, and derivative transactions for directors/executive officers .
Multi‑Year Compensation (disclosed SCT totals)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 425,000 | 445,000 | 461,869 |
| Bonus | 250,000 | — | — |
| Stock Awards (RSUs + PSUs grant date fair value) | 1,000,155 | 497,505 | 618,388 |
| Option Awards (grant date fair value) | 318,961 | 322,037 | 255,033 |
| Non‑Equity Incentive Plan Compensation | 473,280 | 75,548 | 247,008 |
| Change in Pension Value & NQ Deferred Comp Earnings | — (none) | — (none) | — (none) |
| All Other Compensation | 102,018 | 54,813 | 50,318 |
| Total | 2,569,414 | 1,394,903 | 1,632,616 |
Pension note: No pension benefits listed for Ms. McDonough because the plan was closed to new employees prior to her hire date .
Compensation Structure Analysis
- Equity‑heavy design: Long‑term incentives split 50% PSUs (three‑year EPS/ROIC/EBITDA margin), 30% options, 20% RSUs; payouts capped and subject to robust clawback policy .
- Annual incentive tied to growth and profitability (organic revenue 40%, base business operating profit 60%), with functional executives’ payouts balanced by corporate and segment performance; 2024 payout at 76.4% indicates disciplined pay‑for‑performance .
- Governance safeguards: anti‑hedging/pledging; no option repricing; double‑trigger CIC; no excise tax gross‑ups for CIC agreements post‑2015 .
Investment Implications
- Alignment: Equity‑dominant LTI with rigorous multi‑year metrics, anti‑hedging/pledging, and clawbacks supports shareholder alignment and reduces misaligned risk‑taking .
- Retention vs. selling pressure: Scheduled RSU vesting (2022–2025, 2023–2026 cohorts) and sizable vested options create potential liquidity events, but policy constraints (no hedging/pledging) and ownership guidelines (2× salary, currently ~$56k short at Jan 3, 2025) may temper net selling until guideline compliance is achieved .
- Change‑of‑control economics: Double‑trigger severance (2× salary+bonus) and accelerated vesting on CIC+qualifying termination could influence behavior around strategic transactions but also promote continuity through closing and integration phases .
- Execution risk: 2024 annual incentive payout at 76.4% and PSU payout at 120% (2012–2024 cycle) reflect mixed short‑term top‑line versus strong profitability; continued delivery against EPS/ROIC/EBITDA margin targets will be pivotal for future PSU value realization .