Milton M. Morris
NORDSONAbout Milton M. Morris
Independent director at Nordson Corporation since 2022; age 53. Principal of MEHL BioMedical, LLC; former President & CEO of Neuspera Medical and prior SVP, R&D at Cyberonics, with earlier leadership roles at InnerPulse and Boston Scientific. NACD Directorship Certification and cybersecurity certification; expertise in medical device product development, global operations, M&A, and compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neuspera Medical, Inc. | President & CEO | 2015–2022 | Led implantable neurostimulation startup; executive leadership . |
| MEHL BioMedical, LLC | Principal | 2015–Present | Advises biomedical startups; product development expertise . |
| Cyberonics, Inc. | SVP, Research & Development | 2009–2014 | Oversaw VNS Therapy R&D; medical device leadership . |
| InnerPulse, Inc. | Director, Program Mgmt & Operations | N/A | Medical technology operations . |
| Boston Scientific | Director, Marketing; Arrhythmia Franchise Leader | N/A | Commercial and franchise leadership in medtech . |
External Roles
| Company | Exchange/Ticker | Role | Notes |
|---|---|---|---|
| Embecta Corporation | Nasdaq: EMBC | Director | Current public board service . |
| Myomo, Inc. | NYSE: MYO | Director | Current public board service . |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Morris is independent and serves solely on independent committees .
- Committees: Audit; Governance & Sustainability; not a chair .
- Attendance: Board held 7 meetings; committees held 17 (Audit 8; Compensation 5; Governance 4). No director attended fewer than 75% of meetings .
- Executive sessions: Independent directors meet regularly without management; independent Chair leads sessions (Victor L. Richey, Jr.) .
- ESG oversight: Governance & Sustainability Committee oversees ESG strategy; Audit oversees cybersecurity; Compensation oversees human capital .
Fixed Compensation
| Component | FY 2024 Amount | Detail |
|---|---|---|
| Cash retainer and committee service | $90,194 | No per‑meeting fees; chairs receive supplemental retainers (Audit $20k; Compensation $15k; Governance $15k) though Morris is not a chair . |
| Insurance benefits | $63 | Health, life, business travel accident insurance . |
| Total fixed cash & other | $90,257 | Sum of cash fees and insurance benefits . |
Program features:
- No meeting fees; annual cash paid in quarterly installments .
- Directors may defer cash retainers; returns tied to 10‑yr Treasury or share equivalent units; no above‑market rates .
Performance Compensation
| Equity Instrument | FY 2024 Grant Value | Vesting | Notes |
|---|---|---|---|
| Restricted Share Units (RSUs) | $158,428 (grant‑date fair value) | 100% vests on last day of fiscal year | RSUs may be deferred into share equivalent units; dividend equivalents accrue and convert on vesting . |
Performance metric table (directors):
- Directors do not have performance‑based pay; annual equity is time‑based RSUs with no performance metrics, options, or PSU grants disclosed for directors .
Charitable matching:
- Participated in Nordson charitable matching gifts program; Company matched $35,000 in 2024 .
Other Directorships & Interlocks
| Director Company | Relationship to Nordson | Transaction Type | Materiality Screen |
|---|---|---|---|
| Embecta; Myomo | Morris is a director | No specific Nordson transactions disclosed with these entities | Board’s related‑party review found only immaterial ordinary course transactions in 2024 across companies with director affiliations; all < greater of $1mm or 1% revenues, arms‑length . |
- Compensation Committee interlocks: None required to report .
- Nordson limits for other public boards: Non‑executive directors may serve on up to three other public boards; Morris currently serves on two (within guideline) .
Expertise & Qualifications
- Technical: Medical device R&D, product development, cybersecurity certification; NACD directorship certification .
- Strategic: Global decentralized organizations, M&A, international compliance, risk identification in medtech markets .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Milton M. Morris | 1,574 | <1% | As of Jan 3, 2025; beneficial ownership under Rule 13d‑3 . |
Ownership alignment policies:
- Director stock ownership guideline: Minimum 5× annual cash retainer; newly appointed directors have 5 years to comply. Morris appointed in 2022 and has 5 years; current status not yet met (along with Mapes and Clayton) .
- Anti‑pledging/anti‑hedging: Directors prohibited from pledging or hedging Nordson shares; insider trading policy enforced .
- Outstanding awards at FY end: Director RSUs vest fully each fiscal year; no director awards outstanding at FY2024 year‑end .
Governance Assessment
- Strengths: Independent status; service on Audit and Governance committees overseeing financial reporting, cybersecurity, ESG, and board effectiveness; solid attendance norms; robust anti‑hedging/pledging and clawback policies; director compensation balanced with significant equity component aligning interests .
- Potential risks/RED FLAGS:
- Ownership guideline progress: Not yet at 5× retainer but within permitted 5‑year window for newly appointed directors; monitor progress for alignment .
- External board load: Two other public boards, within Nordson’s limit; ongoing related‑party monitoring found immaterial transactions only; no specific conflicts flagged with Embecta or Myomo .
- Investor implications: Committee roles suggest active oversight of financial integrity and ESG, supporting board effectiveness. Equity compensation and ownership guidelines promote alignment, though tracking guideline compliance remains a watchpoint. No attendance or interlock concerns noted; related‑party controls and arms‑length transactions reduce conflict risk .