Joseph M. Rutledge
NORDSONAbout Joseph M. Rutledge
Joseph M. Rutledge, age 46, was appointed Vice President and Chief Accounting Officer (principal accounting officer) of Nordson Corporation on July 14, 2025, overseeing accounting operations and financial reporting; he previously spent 15 years at Eaton and eight years at Deloitte in audit and enterprise risk services . He has signed Nordson’s SEC filings as Chief Accounting Officer, including the Q3 2025 Form 10‑Q and an August 2025 Form 8‑K . Nordson’s FY2024 context: record sales of ~$2.7B with record EBITDA and ~31% EBITDA margin; 10‑year TSR of 259% underscores long-term value creation and pay-for-performance orientation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eaton Corporation | Vice President & Assistant Controller | May 2021–Jul 2025 | Led consolidated financial statements, internal control framework, and global shared service accounting centers . |
| Eaton Corporation | Senior finance roles (FP&A; VP, Financial Accounting & Reporting) | Prior to May 2021 | Oversaw FP&A across business sectors; led accounting and due diligence for M&A; partnered with treasury on cash flow forecasting . |
| Deloitte | Manager, Audit & Enterprise Risk Services | 8 years (prior to Eaton) | Managed audit and enterprise risk engagements; strengthened controls and reporting disciplines . |
Fixed Compensation
| Component | Rutledge-specific status | Design / Policy |
|---|---|---|
| Base salary | Not disclosed | Executive pay targets benchmarked to peers; base salaries set by tenure, role scope, performance, and market data . |
| Target annual bonus (%) | Not disclosed | Annual Cash Incentive Award uses rigorous financial metrics; payout range 0–200% of target . |
| Ownership guideline | 2x base salary (Other Executive Officers) | Executives must meet stock ownership multiples; newly elected executives have up to 5 years to comply . |
| Perquisites | Not disclosed for Rutledge | Limited perqs: up to two airline club memberships; financial/tax planning up to $5,000; annual executive physicals; competitive relocation policy . |
Performance Compensation
| Metric | Weighting | Targeting Approach | Vesting / Payout |
|---|---|---|---|
| Annual Cash Incentive: Organic Revenue | 40% | Corporate and segment goals; functional executives’ payout = 50% corporate + 50% weighted segments . | 1‑year performance; payout 0–200% of target; straight-line interpolation . |
| Annual Cash Incentive: Base Business Operating Profit | 60% | Excludes significant non-recurring acquisition/relocation costs . | Same as above . |
| PSUs: Adjusted EPS Growth | 40% | Three-year program; defined as net income per diluted share adjusted for acquisition amortization and nonrecurring items . | 3-year averaging; payout 0–200% of target; settled in unrestricted shares . |
| PSUs: ROIC | 30% | Net income + after-tax interest / (avg equity + avg debt net of cash), measured annually and averaged . | 3-year averaging; 0–200% payout . |
| PSUs: EBITDA Margin | 30% | Operating profit (adjusted) + D&A / total revenue; emphasizes sustained profitability . | 3-year averaging; 0–200% payout . |
| Stock Options | ~30% of LTI mix | FMV strike; 10-year term | Vest 25% per year over 4 years . |
| RSUs | ~20% of LTI mix | Service-based | Vest ratably over 3 years; dividends accrue and vest with shares . |
Program calibration example (company-wide 2022–2024 PSUs): Averaged results yielded a 120% payout on target (EPS: 192%, ROIC: 155%/103%, EBITDA margin: 174%/146%/153%) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership | Form 3 filed July 24, 2025 shows 0 NDSN shares owned; no derivative holdings . |
| Ownership as % outstanding | 0% as of initial filing . |
| Pledging / hedging | Executives are prohibited from pledging NDSN shares and engaging in hedging, short sales, or derivative transactions . |
| Ownership guideline & retention | 2x base salary guideline; executives not yet compliant must retain 100% of shares acquired net of taxes until achieving progress or compliance; 5‑year window for new execs . |
| Clawback | Cash and equity incentives subject to clawback for “big R/little r” restatements within 3 fiscal years; Board may also recoup for Code violations or willful misconduct/fraud causing harm . |
Employment Terms
| Term | Provision |
|---|---|
| Appointment date | July 14, 2025 (VP & Chief Accounting Officer; principal accounting officer) . |
| Executive Severance Policy (outside change-in-control) | For U.S.-based execs effective Nov 1, 2025: lump-sum equal to annual base salary; pro‑rated annual bonus based on actual performance; up to 12 months employer-paid medical/dental/vision with COBRA election; up to $10k outplacement; subject to “cause”/“good reason” definitions and release . |
| Change‑in‑control (general executive framework) | Double-trigger: 2x salary + target bonus; pro‑rated annual bonus; benefits continuation up to 24 months; outplacement; equity generally vests on double-trigger under the shareholder-approved plan; no excise tax gross‑ups for agreements executed after Nov 1, 2015 . |
| Equity grant policy | Grants typically on the first day of the month following the first Compensation Committee meeting of the fiscal year; CEO has limited delegated grant authority; no timing around MNPI; awards can also be made to recruit/retain executives . |
| Insider trading | Strict policy and processes to promote compliance; anti‑hedging/anti‑pledging; derivative/short transactions prohibited for directors and executive officers . |
| Related party transactions | None involving Rutledge requiring Item 404(a) disclosure at appointment . |
Company Performance Context (for pay-for-performance alignment)
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Say‑on‑Pay support (%) | 93.99% | 95.06% | 94.78% |
| Sales ($) | — | — | ~$2.7B (record) |
| EBITDA margin (%) | — | — | ~31% (record EBITDA) |
| 10‑Year TSR (%) | — | — | 259% cumulative |
Investment Implications
- Alignment and retention: Rutledge is subject to strict anti‑pledging/anti‑hedging rules and a 2x salary ownership guideline with a 5‑year compliance horizon; retention of 100% of net shares until compliant reduces near‑term insider selling pressure and supports alignment .
- Risk safeguards: Broad clawback provisions and double‑trigger change‑in‑control design mitigate excessive risk‑taking and guard against windfalls; executive severance policy standardizes off‑cycle separations, lowering governance risk around ad‑hoc arrangements .
- Execution profile: Depth in internal controls, global shared services, and SEC reporting from Eaton/Deloitte should support financial reporting quality; ongoing CAO signatures on filings reflect operational accountability .
- Watch items: Monitor Form 4s for initial equity grants and vesting cadence given the December equity grant schedule; track progress toward ownership guideline and any future disclosures on Rutledge’s specific salary/bonus targets in the next proxy .