John A. DeFord
NORDSONAbout John A. DeFord
Independent director since 2020; age 62. Chairman, CEO and President of Samothrace Medical Innovations, Inc. (co‑founded March 2022). Former EVP & Chief Technology Officer at Becton, Dickinson (2017–2021); prior senior roles at C.R. Bard, Early Stage Partners (MD), and Cook Incorporated (President & CEO). Holds 14 U.S. patents and a Ph.D. in Electrical Engineering. Committees: Compensation; Governance and Sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Becton, Dickinson and Company (BDX) | EVP & Chief Technology Officer | 2017–2021 | Executive leadership in medical technology; M&A and governance experience |
| C.R. Bard, Inc. | SVP, Science, Technology & Clinical Affairs | Not disclosed | Strategy and clinical affairs leadership |
| Early Stage Partners | Managing Director | Not disclosed | Venture capital investing; governance initiatives |
| Cook Incorporated | President & CEO | Not disclosed | Executive leadership at privately held medical device manufacturer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Globus Medical Inc. (NYSE: GMED) | Director | Current | NDSN sells products to Globus; immaterial (<1% of entity revenues) |
| Maravai LifeSciences Holdings, Inc. (Nasdaq: MRVI) | Director | Current | No NDSN transactions disclosed |
| NuVasive, Inc. (Nasdaq: NUVA) | Director | 2018–2023 | NDSN sells products to NuVasive; immaterial (<1% of entity revenues) |
Board Governance
- Independence: Board determined all current directors except the CEO are independent; all members and chairs of Audit, Compensation, and Governance & Sustainability committees are independent .
- Committee assignments: Member of Compensation Committee (5 meetings in 2024) and Governance & Sustainability Committee (4 meetings in 2024) .
- Attendance and engagement: No director attended fewer than 75% of meetings; Board held 7 meetings in 2024 and committees held 17; all directors attended the 2024 Annual Meeting; independent directors hold regular executive sessions .
- Board leadership: Independent Chair; separation of Chair and CEO roles .
- Other boards policy: Non‑executive directors may serve on up to three other public company boards; DeFord serves on two, within policy .
- Related‑party safeguards: Audit Committee reviews related‑person transactions; 2024 transactions involving companies with director affiliations were ordinary course and immaterial (<$1mm or <1% of revenues; arm’s‑length) .
- Policies: Anti‑hedging/pledging; robust share ownership guidelines; double‑trigger CIC vesting; clawback broader than Nasdaq/SEC minimums .
Committee Assignments
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Compensation Committee | Member | 5 | Executive pay decisions; equity/incentive plan administration; succession (non‑CEO); independent consultant (Exequity) |
| Governance & Sustainability Committee | Member | 4 | Director nominations; committee structure; ESG oversight; board self‑assessments; director compensation |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (RSUs) – grant date fair value | $158,428 |
| All Other Compensation | $10,133 |
| Total | $258,561 |
Breakdown of All Other Compensation (FY2024):
- Interest/dividends on deferred comp accounts: $10,070
- Insurance benefits: $63
- Charitable matching contributions: $0
Program features:
- Annual RSU grant vests 100% on last day of fiscal year; directors had no awards outstanding at FY2024 year‑end due to annual vesting cadence .
- Chair/committee chair supplemental retainers: Chair $100,000; Audit Chair $20,000; Compensation Chair $15,000; Governance & Sustainability Chair $15,000 .
Performance Compensation
Company executive incentive metrics overseen by the Compensation Committee (of which DeFord is a member):
2024 Annual Cash Incentive Award – Achievement vs Target
| Performance Measure (Weight) | Corporate | IPS | ATS | MFS |
|---|---|---|---|---|
| Organic Revenue (40%) – % of target achieved | 68.7% | 95.7% | Not disclosed (below threshold) | 70.1% |
| Base Business Operating Profit (60%) – % of target achieved | 99.2% | 101.2% | Not disclosed (below threshold) | 68.4% |
2022–2024 Performance Share Units – Performance Results (averaged over 3 years)
| Metric (Weight) | 2022 Result (% of Target) | 2023 Result (% of Target) | 2024 Result (% of Target) | Total Payout |
|---|---|---|---|---|
| EPS Growth (40%) | 200% | Not achieved (−10% actual) | Not achieved (−4% actual) | — |
| ROIC (30%) | 200% | 155% | 103% | — |
| EBITDA Margin (30%) | 174% | 146% | 153% | — |
| Total Payout (% of Target) | — | — | — | 120% |
Design practices and safeguards: pay‑for‑performance structure, independent consultant (Exequity), peer benchmarking, capped payouts, clawback policy, anti‑hedging/pledging, double‑trigger CIC; no repricing of underwater options .
Other Directorships & Interlocks
| Company | Relationship to NDSN | Transaction Exposure |
|---|---|---|
| Globus Medical Inc. | Customer | NDSN sells products; <1% of entity revenues (each of last 3 years) |
| Maravai LifeSciences Holdings, Inc. | Not disclosed | No transactions disclosed |
| NuVasive, Inc. (prior) | Customer | NDSN sells products; <1% of entity revenues (each of last 3 years) |
These transactions were reviewed under the Related Person Transaction Policy and deemed immaterial and arm’s‑length; directors remained independent under Nasdaq standards .
Expertise & Qualifications
- Medical device sector expertise; multi‑billion‑dollar global executive experience; M&A and governance leadership .
- Technical credentials: 14 U.S. patents; Ph.D. in Electrical Engineering .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Ownership Guideline Compliance |
|---|---|---|---|
| John A. DeFord | 3,947 | <1% | Directors must own ≥5× annual cash retainer; all non‑employee directors meet guidelines except Mapes, Morris, Clayton (within 5‑year window) |
Additional alignment safeguards:
- Anti‑pledging/anti‑hedging policy applicable to directors; prohibits pledging and derivative hedges .
- Director RSUs vest annually; none outstanding at FY2024 year‑end .
Governance Assessment
- Strengths: Independent status; active engagement (committee membership; regular executive sessions); strong ownership alignment and anti‑hedging/pledging; robust compensation governance (independent consultant; clawback) .
- Conflicts review: Customer relationships via Globus and past NuVasive engagements were immaterial and arm’s‑length; Audit Committee oversight reduces conflict risk .
- Workload/interlocks: Two current public boards, within NDSN limits; relevant domain expertise likely enhances oversight, with monitoring of any information flow managed via policy .
- Attendance/engagement: No low‑attendance flags; Board and committees met regularly; directors attended Annual Meeting .
No material red flags identified in independence, attendance, or related‑party exposure based on disclosed 2024–2025 proxy data; continued monitoring of medical device interlocks is prudent given NDSN’s end‑market exposure .