Justin Hall
NORDSONAbout Justin Hall
Executive Vice President and segment leader for Medical and Fluid Solutions (MFS) since April 28, 2025; tenure at Nordson began in 2006 with progressive operating roles. Education: B.S. in Electrical Engineering (Cleveland State University) and MBA (University of Northern Colorado) . Track record includes leading NBS Next deployment, repositioning manufacturing closer to customers, and focusing MFS strategy on proprietary components via divestiture of contract manufacturing lines to Quasar Medical . Performance context: Company FY2024 sales $2.7B and record EBITDA $849M; 10-year TSR 259% . Under Hall’s segment, Q3 FY2025 MFS sales were $219.5M (+32% y/y) with EBITDA ~$83M (38% margin), supported by Atrion contribution and SG&A leverage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nordson Corporation | EVP, Medical & Fluid Solutions Segment Leader | 2025–present | Drives MFS strategy; focus on proprietary medical components; executed divestiture of select contract manufacturing lines |
| Nordson Electronics Processing Systems | Vice President | — | Deployed NBS Next holistically; repositioned global manufacturing closer to customers; positioned for profitable growth as semi packaging inflects |
| Nordson MEDICAL Fluid Components | General Manager | 2020–— | Early NBS Next pilot; scaled to meet pandemic-driven demand for medical fluid components |
| Nordson Sealant Equipment & Automotive | Leadership roles | — | Global leadership roles building end-market and operations expertise |
| Nordson Industrial Coating Systems | Application Engineer | 2006–— | Foundation in applications; start of Nordson tenure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board or external roles disclosed in filings/web materials |
Fixed Compensation
Not specifically disclosed for Justin Hall (not an FY2024 NEO; appointment April 2025). Company EVP benchmarks (from NEOs) indicate target annual cash incentive opportunities commonly range 70–80% of base salary: Kelley 80%, Lovass 70%, McDonough 70% . Base salaries for comparable EVPs in FY2024 were $563k (Kelley), $481k (Lovass), $462k (McDonough) .
| Element | Company EVP Benchmark (FY2024) | Notes |
|---|---|---|
| Base Salary ($) | $563k (Kelley); $481k (Lovass); $462k (McDonough) | Illustrative peers; Hall-specific not disclosed |
| Target Bonus (% of Salary) | 80% (Kelley); 70% (Lovass, McDonough) | Design aligns with revenue and base business profit metrics |
| Perquisites | Airline clubs, financial/tax planning ($5k cap), executive physicals | Modest; no excessive perks |
Performance Compensation
Company program design applies to executive officers (including segment leaders):
- Annual Cash Incentive metrics and weights: Organic Revenue (40%) and Base Business Operating Profit (60%); payouts interpolated from threshold/target/maximum; corporate vs segment weighting depends on role .
- PSU metrics and weights: EPS Growth (40%), ROIC (30%), EBITDA Margin (30%); three-year performance with 0–200% payout .
- Mix: PSUs 50%, Options 30%, RSUs 20% (long-term incentives) .
| Metric | Weighting | FY2024 Target | FY2024 Actual (% of Target) | Payout | Vesting |
|---|---|---|---|---|---|
| Annual: Organic Revenue (Corporate) | 40% | $2,655M | 68.7% | Contributes to combined factor | Annual cash |
| Annual: Base Business Operating Profit (Corporate) | 60% | $697M | 99.2% | Contributes to combined factor | Annual cash |
| PSU: EPS Growth (yr avg 2022–2024) | 40% | 8%/yr | 192% (avg 2022=200%, 2023=—%, 2024=—%) | 120% total PSU payout (3-yr avg) | 3-year; settled in shares |
| PSU: ROIC (yr avg 2022–2024) | 30% | 12% | 153% avg (200%, 155%, 103%) | Included in 120% | 3-year |
| PSU: EBITDA Margin (yr avg 2022–2024) | 30% | 28% | 158% avg (174%, 146%, 153%) | Included in 120% | 3-year |
Note: FY2024 combined annual cash incentive payouts varied by role; NEOs ranged 72–93% of target (Corporate factor 43.5% and segment factors by unit). Hall-specific actuals are not disclosed given his FY2025 appointment .
Equity Ownership & Alignment
- Ownership guidelines: executive officers must hold 2x base salary in common shares; 5-year compliance window; sales restrictions apply until compliant .
- Anti-hedging/anti-pledging: directors and executive officers prohibited from pledging Nordson shares; hedging and short sales banned .
- Clawbacks: recovery of incentive compensation upon financial restatements (both “big R” and “little r”) and for certain misconduct; extends to former officers .
- Beneficial ownership: Hall not listed as FY2024 NEO in proxy; individual beneficial ownership not disclosed in FY2025 proxy .
Employment Terms
- Change-in-control retention agreements: double-trigger required; severance equals 2× (base salary + target annual bonus), pro-rata annual incentive, continued benefits up to 24 months; accelerated vesting per plan; no excise tax gross-ups for agreements executed after Nov 1, 2015 .
- Executive Severance Policy (non-CIC): adopted Oct 23, 2025, effective Nov 1, 2025; eligible U.S. executive officers (excluding those with separate severance agreements like CEO). Benefits upon “Qualifying Termination” (without cause or for good reason): lump-sum equal to annual base salary, pro-rated annual bonus based on actual performance, employer-paid portion of medical/dental/vision for up to 12 months (COBRA), outplacement up to $10k; equity treated per plans; conditioned on release and 1-year non-compete/non-solicit where enforceable; subject to clawback .
- Non-compete/solicit: one year (where enforceable) under Executive Severance Policy .
Performance & Track Record
| Period | Segment/Company Metric | Value | Notes |
|---|---|---|---|
| Q3 FY2025 | MFS sales ($M) | $219.5 | +32% y/y; Atrion contributed ~$52M; organic excluding divested business mixed |
| Q3 FY2025 | MFS EBITDA ($M) | $83 | 38% of sales; +34% y/y driven by Atrion and SG&A leverage |
| FY2024 | Company Sales ($B) | $2.7 | Record sales; aligns with Ascend strategy |
| FY2024 | Company EBITDA ($M) | $849 | Record profitability; 25% operating profit margin |
| 10-year TSR | Company TSR (%) | 259% | Long-term value creation |
Company Financial Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $2,590.3M | $2,628.6M | $2,689.9M |
| EBITDA ($USD) | $766.8M* | $793.4M* | $816.5M* |
| Net Income ($USD) | $513.1M | $487.5M | $467.3M |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $744.5M | $615.4M | $682.9M | $741.5M |
| EBITDA ($USD) | $218.7M* | $179.0M* | $207.3M* | $234.6M* |
| Net Income ($USD) | $122.2M | $94.7M | $112.4M | $125.8M |
*Values retrieved from S&P Global.
Compensation Structure Analysis
- Increased emphasis on PSUs (from 40% to 50% of LTI mix in 2024), with reduced options (from 40% to 30%)—tilts pay toward multi-year performance outcomes and reduces reliance on options volatility .
- Annual and PSU metrics emphasize profitable growth (Organic Revenue, Base Business Operating Profit; EPS growth, ROIC, EBITDA margin), with capped payouts and robust clawbacks—discourages excessive risk-taking .
- Company culture prohibits hedging/pledging and disallows repricing of underwater options—strong alignment and governance .
Vesting Schedules and Insider Selling Pressure
- Options: 4-year ratable vesting; 10-year term; only have value with share price appreciation .
- RSUs: 3-year ratable vesting; dividends credited and earned only on vested shares .
- PSUs: 3-year performance period; payout based on averaged annual targets .
- Insider transactions: Unable to fetch Justin Hall’s Form 4s due to an authorization error on the insider-trades tool; recommend monitoring SEC Form 4 filings for vesting cadence and potential selling pressure going forward. Attempted query parameters (NDSN, 2024-01-01 to 2025-11-19, person="Justin Hall") returned 401 Unauthorized.
Equity Ownership & Pledging
- Ownership guideline for Hall: 2x base salary (5 years to comply); sales restrictions until compliant .
- Pledging/hedging: prohibited for executive officers; short sales banned .
- Beneficial ownership details for Hall not disclosed in FY2025 proxy .
Employment Contracts, Severance, Change-of-Control
- Non-CIC severance (Executive Severance Policy, effective Nov 1, 2025): base salary lump sum, pro-rated actual bonus, up to 12 months employer-paid benefits, outplacement; release and 1-year non-compete/non-solicit required; clawback applies .
- CIC (double-trigger): 2× salary+target bonus; pro-rata annual incentive; benefits continuation; equity vesting per plan; no excise tax gross-ups post-2015 .
Say-on-Pay & Shareholder Feedback
- Strong support: 94.78% (2024), 95.06% (2023), 93.99% (2022)—affirmation of pay-for-performance design .
Investment Implications
- Alignment: Strong incentive design tied to ROIC, EPS, and EBITDA margins; anti-hedging/pledging and ownership guidelines reinforce shareholder alignment .
- Execution: Early signs under Hall show strategic focus (Quasar divestiture) and improving segment profitability (MFS EBITDA margin 38% in Q3 FY2025), aided by Atrion integration; watch for sustained organic growth as inventories normalize in interventional solutions .
- Retention risk: Moderated by standard CIC protections and new non-CIC severance; 1-year non-compete/non-solicit increases stickiness; lack of disclosed individual ownership makes near-term selling pressure assessment incomplete—monitor Form 4s .
- Pay-for-performance signals: PSU payout at 120% for 2022–2024 illustrates design integrity; continued outperformance should enhance long-term value capture for executives and holders .