Victor L. Richey, Jr.
NORDSONAbout Victor L. Richey, Jr.
Retired industrial CEO with deep M&A and public company governance experience; age 67, Nordson director since 2010 and elected Independent Chair of the Board in March 2024 . The Board affirmed he is independent (all directors except the CEO) under Nasdaq standards . His background includes leading ESCO Technologies (NYSE: ESE) and domain knowledge across Nordson end markets, including semiconductors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESCO Technologies Inc. (NYSE: ESE) | Chair, President & CEO | 2003–2022 | Led diversified technology company; extensive M&A and governance experience |
| ESCO Technologies Inc. | Executive Chair | Jan 2023–Jun 2023 | Transition leadership; continued board oversight |
| Nordson Corporation | Compensation Committee Chair | Historical (e.g., noted in 2024 proxy) | Oversaw executive pay; rotation from chair role consistent with refresh practices |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thermon Group Holdings, Inc. (NYSE: THR) | Director | Current | Current public board service; within Nordson’s board service limits |
| ESCO Technologies Inc. (NYSE: ESE) | Director | 2006–2023 | Prior public board service |
Board Governance
- Current Nordson committee roles: Executive Committee Chair; Independent Chair of the Board since March 2024 .
- Independence and attendance: Board determined independence (all except CEO); no director attended fewer than 75% of meetings; Board held 7 meetings and committees held 17 in FY2024; directors attended the 2024 Annual Meeting .
- Governance practices: Executive sessions of independent directors; annual self-evaluations; mandatory retirement age 72; limits on other boards; anti-hedging/anti-pledging policy for directors .
Fixed Compensation
| Component | Structure | FY2024 Amount (Richey) |
|---|---|---|
| Cash retainer and supplemental chair fees | Cash retainers for Board/committee service; Chair of the Board supplemental retainer $100,000; no meeting fees | $160,722 (Fees Earned) |
| Equity grant | Annual RSUs granted first business day of fiscal year; vest 100% on last day of fiscal year | $158,428 grant date fair value |
| Deferred comp and other | Directors may defer cash/RSUs; returns tied to 10-year Treasury (cash) or share equivalents; “All Other Compensation” includes interest/dividends on deferred accounts and insurance benefits | $51,416 (incl. $51,353 interest/dividends; $63 insurance) |
| Total FY2024 director pay | Cash + RSUs + other | $370,566 |
Performance Compensation
| Equity Vehicle | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Share Units (Director) | First business day of fiscal year | 100% on last day of fiscal year; no awards outstanding at FY-end due to year-end vesting | None (time-based RSUs; directors prohibited from hedging/pledging) |
Note: Nordson’s director compensation program does not use performance-conditioned equity or options for non-employee directors; equity is time-based RSUs aligned with ownership guidelines .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | Thermon Group Holdings (current); ESCO Technologies (prior) |
| Board service limits | Non-exec directors may serve on up to three other public boards; Richey is within limits |
| Related-party/Interlocks | Transactions with ESCO Technologies (sell to/purchase from) reviewed; amounts < greater of $1M or 1% of each party’s revenues for last 3 years; Audit Committee concluded immaterial, arm’s length |
Expertise & Qualifications
- Senior leadership of diversified industrial technology and public companies; strong M&A and corporate governance competence; end-market familiarity (including semiconductors) supporting board oversight .
- Public company board experience; supports accountability, transparency, and shareholder interests .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 19,099; less than 1% of outstanding |
| Ownership guidelines | Directors must own at least 5x annual cash retainer; newly elected directors have 5 years; all directors meet guidelines except Mapes, Morris, Clayton (still within 5-year window) |
| Vested vs. unvested | Director RSUs vest at fiscal year-end; none outstanding at FY2024 end; deferred RSUs convert to share equivalent units if elected |
| Pledging/hedging | Prohibited for directors; anti-hedging/anti-pledging policy in place |
Governance Assessment
- Strengths: Independent Chair role enhances oversight; high attendance; robust director ownership guidelines; anti-hedging/pledging; committee rotation and refresh; no compensation committee interlocks to report; say-on-pay support strong (94.8% in 2024), signaling shareholder confidence in governance .
- Potential conflict monitoring: Ordinary-course transactions with ESCO evaluated and deemed immaterial; ongoing monitoring via Related Persons Transaction Policy and Audit Committee review mitigates risk .
- Compensation alignment: Balanced cash/equity mix; equity via time-based RSUs strengthens ownership without encouraging undue risk; no meeting fees; transparent program overseen by Governance & Sustainability Committee with independent consultant Exequity .
RED FLAGS
- None identified in the proxy specific to Richey: no pledging/hedging, no material related-party transactions, no low attendance, no director meeting fees, and compliance with board service limits .