During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”) as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan"). The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that were available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan. As of October 31, 2024, a total of 1,875 common shares were available to be granted under the 2021 Plan.

Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post-retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $4,616, $6,655 and $7,265 for 2024, 2023 and 2022, respectively.


	Number of Options	Weighted˗Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted˗Average Remaining Term
Outstanding at October 31, 2023	1,062	$	152.41
Granted	61	$	238.35
Exercised	(261)	$	121.80
Forfeited or expired	(7)	$	229.54
Outstanding at October 31, 2024	855	$	167.26	$	70,409	4.7 years
Expected to vest	164	$	239.44	$	2,110	7.8 years
Exercisable at October 31, 2024	690	$	149.97	$	68,283	4.0 years


	Range of Exercise Price
	$67 - $125		$126 - $190		$191 - $268
Number outstanding	261		314		280
Weighted-average remaining contractual life, in years	3.0		4.5		7.4
Weighted-average exercise price	$	110.17	$	154.44	$	235.04
Number exercisable	261		313		116
Weighted-average exercise price	$	110.15	$	154.36	$	227.51


	2024	2023	2022
Expected volatility	30.3%-31.7%	30.4%-31.8%	30.6%-30.8%
Expected dividend yield	1.15%-1.20%	1.12%-1.27%	0.76%-0.89%
Risk-free interest rate	4.22%-4.52%	3.79%-4.21%	1.36%-2.65%
Expected life of the option (in years)	5.0-6.2	5.0-6.2	5.3-6.2

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of United States Treasury issues with terms equal to the expected life of the option being valued.

Restricted shares and restricted share units — We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to three years) defined at the date of grant. We may also grant continuation awards in the form of restricted share units with cliff vesting and a performance measure that must be achieved for the restricted share units to vest.

For employee recipients, in the event of termination of employment due to early retirement, with consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to normal retirement at age 65, restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee. In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest.

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.

As of October 31, 2024, there was no unrecognized compensation cost related to restricted shares. The amount charged to expense related to restricted shares was $0, $336 and $1,096 in 2024, 2023 and 2022, respectively. These amounts included common share dividends of $0, $5 and $19 in 2024, 2023 and 2022, respectively.

As of October 31, 2024, there was $8,883 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.8 years. The amounts charged to expense related to restricted share units in 2024, 2023 and 2022 were $8,853, $8,765 and $8,403, respectively. Restricted share unit expense increased beginning in 2021 compared to prior years as the granting of restricted share units has generally replaced the granting of stock options for key employees.

Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved.

The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered. The calculations are based upon the grant date fair value which is principally driven by the stock price on the date of grant or a Monte Carlo valuation for awards with market conditions. The per share values were $229.58 and $225.14 for 2024; $231.34, $211.25 and $214.51 for 2023; and $260.60, $273.50 and $221.94 for 2022. The amount charged to expense for executive officers and selected other key employees in 2024, 2023 and 2022 were $5,070, $6,543 and $13,626, respectively. As of October 31, 2024, there was $6,529 of unrecognized compensation cost related to performance share incentive awards.

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their share-based performance incentive award payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan was $97, $107 and $72 for 2024, 2023 and 2022, respectively.

Deferred directors’ compensation — Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared.


	Number of Shares	Weighted˗Average Grant Date Fair Value Per Share
Outstanding at October 31, 2023	78	$	93.11
Restricted stock units vested	5	$	215.81
Dividend equivalents	1	$	249.07
Distributions	(19)	$	54.54
Outstanding at October 31, 2024	65	$	115.66