Michael J. Merriman, Jr.

About Michael J. Merriman, Jr.

Independent director since 2008 (age 68), Merriman is a business consultant for Product Launch Ventures, LLC, which he founded in 2004. He previously served as President & CEO of Lamson & Sessions Co. and as SVP & CFO of American Greetings Corporation; he was formerly a certified public accountant, bringing deep finance, accounting, governance, and transaction expertise to Nordson’s board. He served as Chair of the Board from February 2018 to March 2024 and currently chairs the Compensation Committee and serves on the Executive Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Executive Committee member; prior Chair of the Board (Feb 2018–Mar 2024); independent Chair now Victor L. Richey, Jr. (elected March 2024, reaffirmed March 4, 2025) .
• Independence: Board determined all directors except CEO Sundaram Nagarajan are independent; all Audit, Compensation, and Governance & Sustainability committees comprised solely of independent directors .
• Attendance and engagement: In FY2024 the Board held 7 meetings and committees held 17; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
• Compensation Committee effectiveness: Holds executive sessions every meeting, engages independent consultant Exequity, benchmarks peer structures/performance, ties incentive pay to financial/operating metrics; issued formal Compensation Committee Report (Jan 17, 2025) .
• Related-party review: Audit Committee oversees related-person transactions; 2024 interlocks were immaterial (< the greater of $1 million or 1% of revenues) and arms-length, including transactions with Regis Corporation .

Fixed Compensation

• Chair/committee fees: Supplemental retainers—Chair of the Board $100,000; Audit Chair $20,000; Compensation Chair $15,000; Governance & Sustainability Chair $15,000 (no per-meeting fees) .
• RSUs: Annual director RSUs granted first business day of fiscal year; vest 100% on last day of fiscal year; grant determined by target dollar value divided by 30-day average share price; directors may defer RSUs and cash retainers under the nonqualified plan .
• Perquisites: Legacy health care program—Merriman received $20,758 COBRA-equivalent insurance income in 2024; program discontinued for additional participants (red flag mitigated by legacy status) .

Performance Compensation

Executive incentive design overseen by Merriman (as Compensation Committee Chair):

• 2022–2024 PSIA payout averaged 120% of target; currency fluctuation policy applied as designed but discontinued for FY2025, signaling cleaner metric integrity going forward .
• 2024–2026 PSIA targets (set Nov 2023): EPS Growth 7% target; ROIC 13%; EBITDA Margin 30% (thresholds and maxima per table below) .

Other Directorships & Interlocks

• Board annually reviews interlocks; Audit Committee oversees related-person transactions with arm’s-length standards; board concluded no material relationships for 2024 .

Expertise & Qualifications

• Ex-CEO and ex-CFO of public companies; prior CPA; extensive finance, reporting, investor relations, M&A, product development, and governance experience—identified as providing valuable financial expertise to the Board .

Equity Ownership

• Ownership guidelines: Directors must own ≥5x annual cash retainer; all non-employee directors meet guidelines except Mapes, Morris, and Clayton (within five-year grace period). Merriman meets the guideline .

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Tenured independent director with prior Chair experience; currently Compensation Chair with robust processes (independent consultant, executive sessions, peer benchmarking) supporting pay-for-performance alignment .
  • High shareholder support for Say-on-Pay (94.78% in 2024) and strong 2025 advisory vote results (48.1M For vs 1.34M Against), underpinning investor confidence in compensation oversight .
  • Clear independence determination and disciplined related-party oversight; 2024 interlocks immaterial and arms-length .
  • Attendance and engagement: No directors under 75% attendance; executive sessions of independent directors regularly held .
  • Ownership alignment: Meets 5x retainer guideline; anti-hedging/pledging policy in place .
  • Metric integrity: Discontinued currency adjustment starting FY2025 reduces complexity in incentive payouts (positive governance signal) .

• Potential red flags or watch items

  • Legacy health care program perquisite (COBRA-equivalent income) is atypical for non-employee directors, though discontinued for new participants and relatively small in context .
  • Ongoing external board seat at Regis with minor Nordson transactions (<1% revenues); currently immaterial and monitored by Audit Committee but merits continued oversight for potential conflicts .

• Context on Board leadership transition

  • Transition from Merriman to independent Chair Richey in March 2024; Richey reaffirmed as Chair in March 2025, supporting independent board leadership structure .

• Compensation structure observations (Merriman’s director pay)

  • Year-over-year: Cash decreased (190,000 → 134,278) and equity modestly decreased (164,869 → 158,428); overall pay down (466,932 → 403,702), consistent with moving from Board Chair role to committee chair .

Additional reference tables

Board & Committee Activity (FY2024)

Say-on-Pay Outcomes

Compensation Committee Report Signatories (Jan 17, 2025)