DEF 14A of Watts Water Technologies Inc, Apr 1, 2024

DEF 14A of Watts Water Technologies Inc

Filed Apr 1, 2024 · FY20230001104659-24-041656

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Under our by-laws, directors are elected by plurality vote. This means that the nine director nominees receiving the highest number of affirmative votes will be elected as directors. You may vote for all the director nominees, withhold your vote from all the director nominees or withhold your vote from any one or more of the director nominees. Votes that are withheld and broker non-votes will have no effect on the results of the vote.

  2. Information as to Nominees for Director

    Information as to Nominees for Director Set forth below are the names of the nominees for our Board of Directors, their ages, principal occupations for at least the past five years, the years they originally became members of our Board of Directors and certain other information. The ages of all nominees listed below are current as of May 22, 2024, the date of our 2024 Annual Meeting. All other information provided below for nominees other than Mr. Napolitano is current as of February 1, 2024, and all other information provided below for Mr. Napolitano is current as of March 12, 2024. For additional information regarding the specific experience, qualifications, attributes or skills that led to the conclusion that each person should serve as a director, see “Criteria and Diversity” within the Corporate Governance section below.

  3. Information as to Nominees for Director

    | | Rebecca J. Boll Age: 52 Director Since: 2024 Ms. Boll has served as Senior Vice President and Chief Product Officer at Fluence Energy, Inc. since 2020. Fluence is a leading provider of energy storage products and services and cloud-based software for the renewable energy and energy storage markets, and its service offerings include delivery services and recurring operational services, as well as financing structuring services. Ms. Boll previously served as Chief Technology Officer and Vice President of Strategy for the Building Management business unit at Schneider Electric from 2018 to 2020. Schneider Electric is a global company that specializes in digital automation and energy management. Prior to this position, Ms. Boll held several management positions at General Electric from 2005 to 2018, including Chief Technology Officer of GE Licensing and Technology Ventures; Executive General Manager, Edge Computing and Software Solutions, Automation & Controls; and Commercial Leader, GE2GE, Automation & Controls. Prior to joining General Electric, Ms. Boll held management positions at Northrop Grumman, Allied Domecq and Leo Burnett Advertising, and she served as an electronic combat officer, AWACS, in the United States Air Force. |

  4. Information as to Nominees for Director

    | | Michael J. Dubose Age: 68 Director since: 2020 Mr. Dubose served as President of the Fisher Healthcare Division of Thermo Fisher Scientific Inc. from March 2019 until his retirement in August 2023. Thermo Fisher Scientific engages in the provision of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery, and diagnostics. Mr. Dubose previously served as Vice President of National Accounts and Cross Border Business Globally for W.W. Grainger, Inc. from 2010 to March 2019. W. W. Grainger is a leading broad line supplier of maintenance, repair and operating (MRO) products, with operations primarily in North America, Japan and Europe. Prior to this position, he served as a Regional Vice President of Staples, Inc. from 2008 to 2010. Prior to 2008, Mr. Dubose held senior management positions with Corporate Express Inc., Alliant Foodservice Inc. and Baxter International Inc. |

  5. Information as to Nominees for Director

    | | David A. Dunbar Age: 62 Director since: 2017 Mr. Dunbar has served as Lead Independent Director of our Board of Directors since July 2023. Mr. Dunbar has served as President, Chief Executive Officer and a member of the board of directors of Standex International Corporation since January 2014, and as Chairperson since October 2016. Standex is a global, multi-industry manufacturer comprised of five business segments of Electronics, Engraving, Scientific, Engineering Technologies and Specialty Solutions. Mr. Dunbar previously served as President of the valves and controls global business unit of Pentair, Inc. from October 2009 to December 2013. The unit was initially owned by Tyco Flow Control, and Tyco Flow Control and Pentair merged in 2012. Prior to his tenure at Pentair, Mr. Dunbar held a number of senior positions at Emerson Electric Co., including President of each of the following: Emerson Process Management Europe; Machinery Health Management; and Emerson Climate Technologies Refrigeration. |

  6. Information as to Nominees for Director

    | | Louise K. Goeser Age: 70 Director since: 2018 Ms. Goeser served as President and Chief Executive Officer of Grupo Siemens S.A. de C.V. from March 2009 until her retirement in May 2018. In this position, Ms. Goeser was responsible for Siemens Mesoamérica, which is the Mexican, Central American and Caribbean unit of multinational Siemens AG, a global engineering company operating in the industrial, energy and healthcare sectors. Ms. Goeser previously served as President and Chief Executive Officer of Ford of Mexico from January 2005 to November 2008. Prior to this position, she served as Vice President, Global Quality for Ford Motor Company from 1999 to 2005. Prior to 1999, Ms. Goeser served as General Manager, Refrigeration and Vice President, Corporate Quality at Whirlpool Corporation and held various leadership positions with Westinghouse Electric Corporation. Ms. Goeser has served as a member of the board of directors of MSC Industrial Direct Co., Inc. since December 2009. MSC is a North American distributor of metal working and maintenance, repair, and operations products and services. Ms. Goeser previously served as a member of the boards of directors of Talen Energy from June 2015 to December 2016, PPL Corporation from March 2003 to June 2015, and Witco Corporation from 1997 to 1999. |

  7. Information as to Nominees for Director

    | | Kenneth Napolitano Age: 62 Director since: 2024 Mr. Napolitano served as Senior Vice President and President of the Applied Water Systems and Americas Commercial Team of Xylem, Inc. from 2017 until his retirement in 2020, and as Senior Vice President and President of Applied Water Systems at Xylem from 2011 to 2017. Xylem is a global designer, manufacturer and equipment and service provider for water and wastewater applications which spun off from ITT Corporation in 2011. Prior to the spin-off, Mr. Napolitano held several management roles at ITT from 1998 to 2011, including President of Residential and Commercial Water, President of the Industrial Products Group, Vice President of Sales and Service Operations, Americas, General Manager of PumpSmart Control Solutions and Director of Distributor Sales. Mr. Napolitano held several sales and sales management roles at Goulds Pumps, Inc. from 1984 to 1998, which was acquired by ITT in 1997. |

  8. Information as to Nominees for Director

    | | Joseph T. Noonan Age: 42 Director since: 2013 Mr. Noonan is currently an angel investor and advisor to consumer, software and technology-enabled companies. Mr. Noonan previously served as Founder and Chief Executive Officer of Linger Home, Inc., a direct-to-consumer home textile brand, from August 2018 to January 2020. From November 2013 to January 2018, Mr. Noonan served as Chief Executive Officer of Homespun Design, Inc., an online marketplace for American-made furniture and home accents. Mr. Noonan previously worked as an independent digital strategy consultant from November 2012 to November 2013. Mr. Noonan was employed by Wayfair LLC from April 2008 to November 2012. During his time at Wayfair, Mr. Noonan served as Senior Director of Wayfair International from June 2011 to November 2012, Director of Category Management and Merchandising from February 2009 to June 2011 and Manager of Wayfair’s Business-to-Business Division from April 2008 to February 2009. Wayfair is an online retailer of home furnishings, décor and home improvement products. Prior to joining Wayfair, Mr. Noonan worked as a venture capitalist at Polaris Partners and as an investment banker at Cowen & Company. |

  9. Information as to Nominees for Director

    | | Robert J. Pagano, Jr. Age: 61 Director since: 2014 Mr. Pagano has served as Chief Executive Officer and President of our Company since May 2014 and as Chairperson of our Board of Directors since February 2022. He also served as interim Chief Financial Officer from October 2014 to April 2015 and from April 2018 to July 2018. Mr. Pagano previously served as Senior Vice President of ITT Corporation and President, ITT Industrial Process from April 2009 to May 2014. Mr. Pagano originally joined ITT in 1997 and served in several additional management roles during his career at ITT, including as Vice President Finance, Corporate Controller, and President of Industrial Products. ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets. Prior to joining ITT, Mr. Pagano worked at KPMG LLP. Mr. Pagano is a Certified Public Accountant. Mr. Pagano has also served as a member of the board of directors of Applied Industrial Technologies, Inc. since August 2017. Applied Industrial Technologies is a distributor of bearings, power transmission products, fluid power components and other industrial supplies and provides engineering, design and systems integration for industrial and fluid power applications, as well as customized mechanical, fabricated rubber and fluid power shop services. Mr. Pagano has also served on the board of directors of The Water Council since October 2021. The Water Council is a non-profit organization focused on water research, education and economic development to solve critical water challenges by driving innovation in freshwater technology and advancing water stewardship. |

  10. Information as to Nominees for Director

    | | Merilee Raines Age: 68 Director since: 2011 Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Ms. Raines also served as Executive Vice President of IDEXX from July 2012 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX, including Corporate Vice President of Finance, Vice President of Finance and Treasurer, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures and distributes products and provides services primarily for the companion animal veterinary, livestock and poultry, dairy and water testing industries. Ms. Raines also served as a member of the board of directors of Aratana Therapeutics, Inc., a pet therapeutics company focused on licensing, developing and commercializing biopharmaceutical products for companion animals, from February 2014 until it was acquired in July 2019. Ms. Raines served as a member of the board of directors of Benchmark Electronics, Inc., a worldwide provider of engineering services, integrated technology solutions and electronic manufacturing services, from May 2018 to June 2021. Ms. Raines has served as a member of the board of directors of TransMedics Group, Inc., a medical technology company providing novel systems for the preservation and transport of organs to be used for transplant, since January 2021. Ms. Raines has also served as a member of the board of directors of Ocular Therapeutix, Inc., a biopharmaceutical company focused on the formulation, development and commercialization of innovative therapies for diseases and conditions of the eye, since September 2021. |

  11. Information as to Nominees for Director

    | | Joseph W. Reitmeier Age: 59 Director since: 2016 Mr. Reitmeier has served as Executive Vice President and Advisor of Lennox International Inc. since January 2024. Mr. Reitmeier previously served as Executive Vice President and Chief Financial Officer of Lennox International from July 2012 until December 2023, as Vice President of Finance for the Commercial business segment of Lennox International from 2007 to July 2012, and as Director of Internal Audit of Lennox International from 2005 to 2007. Lennox International is a leading global provider of climate control solutions and it designs, manufactures and markets a broad range of products for the heating, ventilation, air conditioning and refrigeration markets. Before joining Lennox International, Mr. Reitmeier held financial leadership roles at Cummins Inc. and PolyOne Corporation. |

  12. Director Compensation

    Director Compensation Our non-employee directors are compensated for their service as directors. During 2023, our Chief Executive Officer, Robert J. Pagano, Jr., was the only member of our Board of Directors who was an employee of Watts, and he did not receive any additional compensation for his service as a director. Our current compensation arrangements for non-employee directors were set effective as of the second quarter of 2022, informed by a comprehensive competitive analysis of non-employee director compensation performed for the Compensation Committee by its independent compensation consultant, Pearl Meyer & Partners, LLC. This review included a consideration of non-employee director compensation practices among a peer group of companies identical to the peer group roster we used at the time for benchmarking executive pay practices, and the current compensation arrangements are intended to position our non-employee director compensation program at approximately the median of our peer group. Set forth below is a summary of the current compensation arrangements for our non-employee directors.

  13. Director Compensation

    | Annual cash retainer: | $85,000 | | Additional annual cash retainer for the Lead Independent Director: | $25,000 | | Additional annual cash retainer for the Chairperson of the Audit Committee: | $20,000 | | Additional annual cash retainer for the Chairperson of the Compensation Committee: | $15,000 | | Additional annual cash retainer for the Chairperson of the Governance and Sustainability Committee: | $12,500 | | Value of annual grant of class A common stock: | $130,000 |

  14. Director Compensation

    We also reimburse non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings. Non-employee directors do not receive any additional compensation for attendance at Board or committee meetings. Our Board typically approves grants of stock awards to non-employee directors at its first quarterly meeting following the election of directors at our Annual Meeting of Stockholders. On July 31, 2023, we granted 713 shares of class A common stock to each of Messrs. Conway, Dubose, Dunbar, Kissel, Noonan and Reitmeier and Mses. Goeser and Raines. Such awards were not subject to vesting or any other conditions or restrictions. Under our Third Amended and Restated 2004 Stock Incentive Plan (the “2004 Stock Incentive Plan”), the maximum aggregate number of shares of class A common stock with respect to one or more awards that may be granted to a non-employee director during any one calendar year is 100,000. For the July 31, 2023 grants, our Board determined the number of shares to be awarded to our non-employee directors using a thirty-day trailing average stock price, which resulted in a grant date fair value that was slightly higher than the target value of the annual stock grant to non-employee directors. We have instituted a program under which our non-employee directors may defer receipt of their annual grant of shares of class A common stock. If any dividends are paid on our class A common stock during the period in which the stock is deferred, the non-employee director accrues dividends in the amount he or she would have received if the shares had been issued and held by the director at the time the dividend was paid. The accrued dividends will be distributed, without interest, in cash at the end of the deferral period chosen by such director when the stock is issued to the director. Mr. Conway and Ms. Raines elected to defer receipt of their 2023 stock awards. Our non-employee directors are subject to stock ownership guidelines. These guidelines stipulate that each non-employee director should own shares of our class A common stock with a market value of at least three times the amount of the annual cash retainer payable to non-employee directors, which market value was $255,000 for 2023. It is expected that this ownership level will generally be achieved within a three-year period beginning when a director is first elected to the Board. For purposes of determining a director’s compliance with these ownership guidelines, any deferred shares are considered held by the director. The Compensation Committee reviews each non-employee director’s compliance with these guidelines on an annual basis. Compliance is typically measured based on stock ownership as of the last day of the second fiscal quarter. At the end of the second fiscal quarter of 2023, all our non-employee directors who had been members of our Board for three or more years were in compliance with our stock ownership guidelines. The following table contains information on compensation for the non-employee members of our Board of Directors during the fiscal year ended December 31, 2023.

  15. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  16. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Christopher L. Conway | 100,000 | 132,996 | 232,996 | | Michael J. Dubose | 85,000 | 132,996 | 217,996 | | David A. Dunbar | 91,250 | 132,996 | 224,246 | | Louise K. Goeser | 85,000 | 132,996 | 217,996 | | W. Craig Kissel | 116,250 | 132,996 | 249,246 | | Joseph T. Noonan | 85,000 | 132,996 | 217,996 | | Merilee Raines | 105,000 | 132,996 | 237,996 | | Joseph W. Reitmeier | 85,000 | 132,996 | 217,996 |

  17. 2023 DIRECTOR COMPENSATION

    (1) The amounts in this column reflect the grant date fair value of the stock awards granted during 2023 determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 13 to our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2024. The amounts reflected in this column for Mr. Conway and Ms. Raines were deferred under our non-employee director stock deferral program described above. None of our non-employee directors held any unvested stock awards or option awards as of December 31, 2023.

  18. 2023 DIRECTOR COMPENSATION

    | CORPORATE GOVERNANCE |

  19. Compensation Philosophy

    Compensation Philosophy Our executive compensation philosophy, as adopted by the Compensation Committee of our Board of Directors, is to provide compensation programs that attract, retain and motivate our key executives who are critical to our long-term success. We implement this philosophy through the following principles: • Positioning total direct compensation and each component of compensation at approximately the median of our peer companies, which are industry and size relevant and which are identified by a rules-based selection process. Some variation in competitive positioning by executive is expected to account for factors such as relevant business experience, individual performance and criticality of role. • Rewarding achievement relative to short- and long-term goals that we believe will drive long-term stockholder value creation. • Aligning long-term pay outcomes with stockholder value creation over time. This necessitates tying a significant portion of each executive’s compensation to Company and individual performance, placing that compensation at risk. The following key elements are used to compensate our executives: • Base salaries, representing the only fixed element of total direct compensation. • Annual incentives, currently consisting of a performance-based bonus under the Executive Officer Incentive Bonus Plan, which rewards achievement relative to Company goals, both financial and strategic in nature. • Long-term incentives, currently consisting of performance stock units and deferred stock awards, which link pay outcomes to long-term stockholder value creation. Executive officers may also purchase restricted stock units under our Management Stock Purchase Plan, providing additional alignment with stockholder value creation. In addition, we provide our executive officers with other employee benefits and limited perquisites, which are primarily intended to maintain our competitive position for attracting and retaining executive talent. However, in general, the Compensation Committee strives to mitigate the use of these non-performance-based forms of compensation without jeopardizing our ability to offer a compensation program that will attract and retain executives in a competitive market.

  20. Benchmarking

    Benchmarking Benchmarking is one factor, among many, that we rely on in establishing our compensation levels and program design. We use information regarding pay practices at other comparable companies in two respects. First, we use benchmarking information to evaluate whether our compensation practices are competitive in the marketplace in which we compete for executive talent. Second, we use marketplace information as one factor in assessing the reasonableness of our executive compensation. During 2023, the Compensation Committee used an executive compensation peer group consisting of the following companies:

  21. Benchmarking

    | A.O. Smith Corporation Barnes Group Inc. Chart Industries, Inc. Crane Co. EnPro Industries, Inc. | Franklin Electric Co., Inc. Graco Inc. Itron, Inc. ITT Corporation Mueller Industries, Inc. | Mueller Water Products, Inc. Nordson Corporation Pentair plc SPX Technologies, Inc. Zurn Water Solutions Corporation |

  22. Benchmarking

    In May 2023, the Compensation Committee engaged Pearl Meyer to conduct a comprehensive review of our executive compensation peer group. Pearl Meyer used a rules-based process to evaluate the Company’s existing executive compensation peer group and to identify proposed changes to the peer group based on the similarity to Watts of the amount of their annual revenues, profitability, market capitalization and number of employees as well as the similarity of their industry, business models, scope of international operations, industrial classification codes, customers and analyst coverage, while attempting to minimize year-over-year changes in order to foster consistency in the benchmarking approach. Based on its review, Pearl Meyer recommended removing Altra Industrial Motion Corp. and Evoqua Water Technologies Corp. from the peer group since they were the subject of acquisition transactions and removing IDEX Corporation due to its high market capitalization. Pearl Meyer recommended replacing those companies with Chart Industries, Inc., Nordson Corporation and SPX Technologies, Inc. The Compensation Committee accepted Pearl Meyer’s recommendation and approved the new peer group. The executive compensation peer group had median 2022 annual revenue of approximately $2.04 billion, compared with our own revenue of approximately $1.98 billion for the same period. The peer group also had median market capitalization as of December 31, 2022 of approximately $3.76 billion, as compared to our market capitalization of approximately $4.87 billion.

  23. Base Salary

    Base Salary We provide each of our executive officers with a fixed salary that provides a secure base of compensation in an amount that recognizes each officer’s role and responsibilities as well as experience, performance and contributions. The Compensation Committee considers base salary increases for our executive officers annually. The amount of any increase is based primarily on the executive officer’s performance, level of responsibilities, leadership, experience, employee retention and internal pay equity considerations and the external competitiveness of the officer’s base salary and overall total compensation. The Compensation Committee typically meets with the Chief Executive Officer annually to review proposed adjustments in the base salary amounts for our executive officers other than our Chief Executive Officer and in such review discusses each officer’s performance evaluation. The Compensation Committee also typically reviews the proposed adjustment in base salary and the performance of our Chief Executive Officer with the other independent members of the Board of Directors and conducts a separate discussion with our Chief Executive Officer regarding his performance. As part of its review, the Compensation Committee receives and discusses tally sheets setting forth the total compensation of our executive officers, including base salary, bonus potential, equity awards, retirement benefits, perquisites and other compensation, and information regarding the competitiveness of our compensation programs relative to companies in our benchmarking peer group and other industry survey data. Based on this review and its consideration of each named executive officer’s performance, in February 2023 the Compensation Committee approved the following base salary increases for our named executive officers effective as of April 1, 2023:

  24. Annual Incentives

    Annual Incentives Under our Executive Officer Incentive Bonus Plan, annual bonus awards may be earned by our named executive officers based on the Company’s achievement of performance goals during each fiscal year. We offer our executives an opportunity to earn a bonus in order to focus our executives on execution against specific financial and strategic goals and reward performance based on achievement of such goals. For each of our executive officers, the Compensation Committee sets a target bonus amount expressed as a percentage of annual base salary rate. The Compensation Committee determines the target bonus amount for each executive officer based on a variety of factors, including competitive conditions for the executive officer’s position within our executive compensation peer group and in the broader employment market, length of employment, level of responsibility and experience, input from Pearl Meyer, and, in the case of executive officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. For 2023, each of the named executive officer’s 2023 target bonus as a percentage of annual base salary rate remained unchanged from 2022. The 2022 target bonus amounts for our named executive officers were set as follows:

  25. Annual Incentives

    | | Target as a Percent of Salary | Target in Dollars | | Robert J. Pagano, Jr. | 110% | $1,155,000 | | Shashank Patel | 70% | $364,000 | | Andre Dhawan | 65% | $368,225 | | Elie A. Melhem | 55% | $258,720 | | Kenneth R. Lepage | 60% | $277,680 |

  26. Annual Incentives

    The actual bonus payout for each named executive officer depends on the level of performance achieved with respect to various performance objectives. The relationship between the level of performance achieved and overall bonus payout for each performance objective is as follows, with bonus payout levels interpolated for performance between Threshold and Target and between Target and Maximum:

  27. Annual Incentives

    | Performance Level | Bonus Payout as a % of Target | | Maximum | 200% | | Target | 100% | | Threshold | 50% | | Below Threshold | 0% |

  28. Annual Incentives

    For 2023, corporate performance objectives under our Executive Officer Incentive Bonus Plan were established in the first quarter by our Compensation Committee after consultation with our Chief Executive Officer and Pearl Meyer. The 2023 financial objectives for our named executive officers under the Executive Officer Incentive Bonus Plan consisted of a sales objective, an adjusted net income and adjusted operating income objective (for Mr. Melhem only), a free cash flow objective and individual performance objectives. Free cash flow represents the amount of cash generated by operations during the year less net capital expenditures. Our bonus objectives are intended to align the interests of our management team with the interests of our stockholders. We believe that the capital markets evaluate companies in our industry based primarily on their ability to grow their business profitably while maintaining adequate returns on their invested capital. Our bonus objectives provide an incentive to management to maintain a balanced approach to growth, with appropriate emphasis on revenues, profitability, cash flow and execution of strategic initiatives. If we are successful in meeting or exceeding our goals under these objectives, we believe that this will lead to the creation of additional value for our stockholders. Under our Executive Officer Incentive Bonus Plan, the Compensation Committee may make certain adjustments to the performance objectives. Such adjustments may include but are not limited to: (i) a change in accounting principle, (ii) financing activities, (iii) expenses for restructuring or productivity initiatives, (iv) other non-operating items, (v) acquisitions or dispositions, (vi) the business operations of an entity acquired by the Company during the performance period, (vii) discontinued operations, (viii) stock dividend, split, combination or exchange of stock, (ix) unusual or extraordinary events, transactions or developments, (x) amortization of intangible assets, (xi) other significant income or expense outside the Company’s core on-going business activities, (xii) other nonrecurring items, (xiii) goodwill or intangible writeoffs, or (xiv) changes in applicable law. For the individual performance objectives, each executive officer established several personal or team goals related to Company initiatives or segment initiatives that were aligned with the strategy of the business and the goals of our Chief Executive Officer, and such performance objectives were approved by the Chief Executive Officer and the Compensation Committee. For 2023, the individual performance objectives for our named executive officers established at the start of the performance period included strategic growth initiatives; environmental, social and governance (ESG) criteria; new product development and innovation initiatives, including smart and connected enabled products; driving productivity savings; employee safety performance; talent acquisition; diversity, equity and inclusion initiatives; and other key strategic initiatives. The Compensation Committee, in consultation with our Chief Executive Officer, determined the relative weight to be assigned to each objective for 2023. The financial objectives for Messrs. Pagano, Patel, Lepage and Dhawan were based entirely on the performance of our Company as a whole. Since the responsibilities of Mr. Melhem were substantially tied to our APMEA business segment, most of his bonus achievement was based on his segment performance. The following table shows the weighting assigned to each named executive officer for each performance objective:

  29. Annual Incentives

    | Named Executive Officer | Consolidated Net Sales | Consolidated Adjusted Net Income | Consolidated Free Cash Flow* | APMEA Net Trade Sales | APMEA Adjusted Operating Income* | APMEA Free Cash Flow* | Individual Component | | Robert J. Pagano, Jr. | 25% | 40% | 25% | — | — | — | 10% | | Shashank Patel | 25% | 40% | 25% | — | — | — | 10% | | Andre Dhawan | 25% | 40% | 25% | — | — | — | 10% | | Elie A. Melhem | 6% | 12% | 9% | 19% | 28% | 16% | 10% | | Kenneth R. Lepage | 25% | 40% | 25% | — | — | — | 10% |

  30. Annual Incentives

    * A reconciliation of net income to adjusted net income, net cash provided by operating activities to free cash flow, and operating income to adjusted operating income is included in Item 7 of our Annual Report on Form 10-K filed with the SEC on February 21, 2024. APMEA segment free cash flow means free cash flow attributable to the APMEA reporting segment, and APMEA adjusted operating income means adjusted operating income attributable to the APMEA reporting segment. We define free cash flow as net cash provided by operating activities, less additions to property, plant and equipment, plus proceeds from the sale of property, plant and equipment. The weighting of the 2023 performance objectives for our named executive officers was unchanged from 2022, as the Compensation Committee continued to place greater emphasis on the net income and operating income measures because it wanted management to emphasize growing the business profitably while maintaining its focus on encouraging productivity, cost containment and cash generation. Our results for 2023 as determined in accordance with our Executive Officer Incentive Bonus Plan with respect to each financial performance measure for our Company as a whole and our APMEA segment are set forth in the following table:

  31. Annual Incentives

    | Financial Performance Measures | Financial Performance Targets (in millions) | | | 2023 Actual Results (in millions) | % of Bonus Objective Achieved* | | | Threshold (50%) | Target (100%) | Maximum (200%) | | | | Consolidated Net Sales | $1,650 | $1,941 | $2,232 | $1,998 | 120% | | Consolidated Adjusted Net Income | $190 | $224 | $258 | $278 | 200% | | Consolidated Free Cash Flow | $193 | $227 | $272 | $288 | 200% | | APMEA Net Trade Sales | $76 | $89 | $102 | $91 | 114% | | APMEA Adjusted Operating Income | $12 | $14 | $16 | $20 | 200% | | APMEA Free Cash Flow | $7 | $8 | $10 | $20 | 200% |

  32. Annual Incentives

    The bonus objective achievement percentages in the above table have been calculated on a constant currency basis (excluding the impact of foreign currency exchange), consistent with the plan definitions, and rounded to the nearest whole percentage. Based on these results, the weighted achievement of the financial performance metrics for 2023 by each of our named executive officers is set forth in the following table.

  33. Annual Incentives

    | Named Executive Officer | Financial Performance Measure | Weighting | 2023 Achievement | Weighted 2023 Achievement | | Robert J. Pagano, Jr. | Consolidated Net Sales | 25% | 119.5% | 29.9% | | Shashank Patel | Consolidated Adjusted Net Income | 40% | 200.0% | 80.0% | | Kenneth R. Lepage | Consolidated Free Cash Flow | 25% | 200.0% | 50.0% | | Andre Dhawan | | | | | | | | 90% | | 159.9% | | Elie A. Melhem | Consolidated Net Sales | 6% | 119.5% | 7.2% | | | Consolidated Adjusted Net Income | 12% | 200.0% | 24.0% | | | Consolidated Free Cash Flow | 9% | 200.0% | 18.0% | | | APMEA Net Trade Sales | 19% | 114.2% | 21.7% | | | APMEA Adjusted Operating Income | 28% | 200.0% | 56.0% | | | APMEA Free Cash Flow | 16% | 200.0% | 32.0% | | | | 90% | | 158.9% |

  34. Annual Incentives

    The Compensation Committee reviewed with our Chief Executive Officer the performance of each of the other named executive officers with respect to their individual performance objectives. Based on this review and the recommendations of our Chief Executive Officer, the Compensation Committee determined that each of Messrs. Patel, Dhawan, Melhem and Lepage had achieved higher than the target level of performance with respect to his individual performance objectives. In recognition of their strong performance, the Compensation Committee approved a 16% weighted achievement for the individual performance component of the incentive bonus award for each of Mr. Patel, Mr. Dhawan and Mr. Lepage and 17% for Mr. Melhem. The Compensation Committee separately reviewed the performance of Mr. Pagano with respect to his individual performance objectives and determined that Mr. Pagano had exceeded his objectives and that he had done an excellent job developing, deploying and executing on the Company’s strategic growth initiatives, awarding him a 16% weighted achievement for the individual performance component of the incentive bonus award. The 2023 Executive Officer Incentive Bonus Plan awards for our named executive officers that were paid in March 2024 were as follows:

  35. Annual Incentives

    | Named Executive Officer | 2023 Target Bonus Awards as a Percentage of Base Salary | 2023 Target Bonus Awards | Financial Performance Measures Achievement (A) | Individual Performance Measures Achievement (B) | 2023 Bonus Awards as a Percentage of Target (A+B) | 2023 Actual Bonus Awards* | | Robert J. Pagano, Jr. | 110% | $1,155,000 | 159.9% | 16% | 175.9% | $2,031,650 | | Shashank Patel | 70% | $364,000 | 159.9% | 16% | 175.9% | $640,280 | | Andre Dhawan | 65% | $368,225 | 159.9% | 16% | 175.9% | $647,710 | | Elie A. Melhem | 55% | $258,720 | 158.9% | 17% | 175.9% | $455,090 | | Kenneth R. Lepage | 60% | $277,680 | 159.9% | 16% | 175.9% | $488,440 |

  36. Annual Incentives

    * Amounts are rounded up to the nearest $10.

  37. Long-Term Incentives

    Long-Term Incentives We provided long-term incentive compensation for our named executive officers during 2023 by granting performance stock units and deferred stock awards covering shares of class A common stock under our 2004 Stock Incentive Plan. In addition, our named executive officers are eligible to participate in our Management Stock Purchase Plan, which provides for the purchase of restricted stock units at a discount, as described below. The Compensation Committee believes in granting equity-based incentive compensation as an important component of our executive compensation program to encourage sustainable growth and long-term value creation, align the interests of our executives with those of our stockholders by exposing executives to stock price changes during the vesting or deferral periods, and to attract and retain executive talent. Management Stock Purchase Plan Our Management Stock Purchase Plan is intended to provide an incentive for our executives to purchase and hold more of our class A common stock, thereby more closely aligning their interests with the interests of our stockholders. The Compensation Committee approves the participants in the Management Stock Purchase Plan based on recommendations made by executive management. Participants were entitled to purchase restricted stock units under the Management Stock Purchase Plan at a discount of 20% from the closing sale price of our class A common stock on March 15, 2024 using up to 50% of their pre-tax 2023 performance bonus. The restricted stock units vest one-third each year beginning on the first anniversary of the date of grant. In addition, participants in the Management Stock Purchase Plan may elect to defer settlement of vested restricted stock units to a specified future date. For 2023, Messrs. Pagano, Melhem and Lepage each elected to contribute 50% of his annual performance bonus to the purchase of restricted stock units under the Management Stock Purchase Plan. Mr. Dhawan and Mr. Patel did not participate in the Management Stock Purchase Plan in 2023. Long-Term Equity Incentive Awards In 2023, we granted performance stock units and deferred stock awards to our executive officers, with each type of award accounting for 50% of the targeted value of long-term equity incentive awards for executive officers. The Compensation Committee believes that the use of performance stock unit awards and deferred stock awards in combination provides strong stockholder alignment, retention value, and the opportunity to leverage the value of awards up and down consistent with the Company’s stock price performance as well as Company performance over the long term. The targeted value of the long-term equity incentive award grants made to our named executive officers was determined taking into account base pay and annual incentive values, a competitive analysis of executive compensation prepared by Pearl Meyer, and the Committee’s assessment of the appropriate mix of fixed versus variable and short-term versus long-term incentives. The Compensation Committee also considered each named executive officer’s role, potential long-term contribution, performance, experience and skills. Based on its analysis, the Compensation Committee determined that the performance stock units and deferred stock awarded to the Company’s Chief Executive Officer generally should have a targeted total value of approximately three-and-a-half times his annual base salary and the annual equity grant to each of our other named executive officers generally should have a targeted total grant date fair value of approximately one-and-a-half times his annual base salary. These are general guidelines and the Compensation Committee may change the value of awards based on an executive’s performance or other relevant factors. The following table shows the values used to determine the number of shares underlying the annual deferred stock awards and the target performance stock unit awards granted to our named executive officers in March 2023. In determining the number of shares underlying the awards granted to each named executive officer in 2023, we used a 30-day trailing average stock price. For this reason, the targeted values indicated below differ from the grant date fair values of the grants reflected in the Summary Compensation Table.

  38. Long-Term Incentives

    | Named Executive Officer | Performance Stock Unit Awards (Target Award) | Deferred Stock Awards | Total | | Robert J. Pagano, Jr. | $2,125,000 | $2,125,500 | $4,250,000 | | Shashank Patel | $390,000 | $390,000 | $780,000 | | Andre Dhawan | $125,000 | $125,000 | $250,000* | | Elie Melhem | $352,800 | $352,800 | $705,600 | | Kenneth R. Lepage | $347,100 | $347,100 | $694,200 |

  39. Long-Term Incentives

    In connection with his hiring in 2022, Mr. Dhawan received a one-time equity grant with a value of $1,050,000 to compensate Mr. Dhawan for the value of unvested equity awards he had received from his former employer. Because of the size of his new-hire grant, the value of Mr. Dhawan’s 2023 annual equity award was reduced. We expect that Mr. Dhawan will receive annual equity awards at full target value beginning in 2024. Performance Stock Unit Awards. The performance stock units granted in 2023 will be settled in shares of the Company’s class A common stock following the end of a performance vesting period ending on December 31, 2025, with the number of shares to be delivered to be determined based on a payout matrix that determines what percentage of the target number of units will be delivered at each level of achievement relative to specified performance goals. The performance goals include a combination of the Company’s compound annual growth rate in revenue (“Revenue CAGR”) and return on invested capital (“ROIC”). Revenue CAGR measures the rate of our growth over time, while ROIC measures how efficiently and effectively we use capital to generate profits. For purposes of our performance stock unit awards, ROIC means the Company’s return on invested capital calculated as a percentage by dividing net operating profit after tax by average invested capital at the beginning and end of the relevant period. For the purposes of calculating ROIC, “net operating profit” will be adjusted to exclude the impact of all restructuring, foreign exchange, impairments, certain legal settlements, employee separation costs, certain product liability charges, the one-time impact of significant tax law changes, and retroactive tax law changes to the extent such items were not contemplated and included in the target upon which the ROIC goals were based. The Revenue CAGR and ROIC goals are also subject to adjustment to reflect the impact of any acquisitions or dispositions that occur during the performance period. The Compensation Committee selected these two measures primarily because they are generally accepted as two fundamental drivers of sustained stockholder value, they provide shorter line-of-sight measurements than many alternative measures and both measures are contained in the Company’s strategic plan. The number of shares delivered can range from zero to 200% of the target number of performance stock units initially awarded, depending on performance, and delivery generally requires employment throughout the three-year performance period. At the threshold level of performance, 60% of the target number of units would be earned. The level of performance required to attain the threshold performance metrics was set at a level of performance where the Compensation Committee believes that a reduced payout is appropriate and below which no payout is appropriate. The level of performance required to attain the target payout is designed to be reasonably challenging. The level of performance required to attain a maximum payout was set at a level of performance that the Compensation Committee deems exceptional. However, because the specific performance levels are related to our business strategy and are highly confidential, we do not publicly disclose them, as we believe their disclosure would provide our competitors and other third parties with significant insights regarding our confidential business strategies that could cause us substantial harm. Performance stock units do not grant dividend or voting rights to the holder during the performance period, but dividend equivalents are accrued and paid on shares delivered after the vesting date. Settlement of the 2021 Performance Stock Unit Awards. The performance period for the 2021 performance stock unit awards concluded on December 31, 2023. The performance stock units granted in 2021 were settled in shares on February 7, 2024. The 2021 awards had their performance tied to a combination of Revenue CAGR and ROIC measures, as adjusted as provided in the grant agreements to account for acquisitions completed during the performance period. The performance targets for the 2021 performance stock units were as follows, with the payout percentage interpolated for performance between Threshold and Target and between Target and Maximum:

  40. Long-Term Incentives

    | 3 Year Revenue CAGR | ROIC | | | | | | Below Threshold < 11.0% | Threshold 11.0% | Target 13.8% | Maximum 16.6% | | | Payout Percentage | | | | | Below Threshold <-0.5% | 0% | 60% | 75% | 100% | | Threshold -0.5% | 60% | 60% | 75% | 125% | | Target 1.0% | 80% | 80% | 100% | 150% | | Maximum 2.5% | 100% | 100% | 150% | 200% |

  41. Long-Term Incentives

    The financial results for the 2021 awards were a Revenue CAGR of 10.4% and ROIC of 24.3%, both of which were above the maximum targeted amounts. According to the performance matrix, the resulting payout percentage achieved was 200% of the target award value. Mr. Pagano earned 28,052 shares, Mr. Patel earned 5,734 shares, Mr. Melhem earned 5,388 shares, and Mr. Lepage earned 5,302 shares. Deferred Stock Awards. Half of the target value of our annual equity awards to our named executive officers is granted in the form of deferred stock awards. Deferred stock awards represent a contractual right to receive shares of the Company’s stock upon vesting of the award, provided that the recipient remains employed by the Company through the vesting date, except as provided under the retirement vesting policy described below. Upon the scheduled vesting date, the recipient will be issued shares of the Company’s class A common stock without restriction or risk of forfeiture. Recipients do not have voting or dividend rights with respect to deferred stock awards during the vesting period, but the deferred stock awards accrue dividend equivalents during the vesting period, which are then paid out to the recipient upon vesting. The 2023 deferred stock awards vest one-third each year over three years.

  42. Employment Agreements

    Employment Agreements None of our executive officers has an employment agreement with us.

  43. Post-Termination Compensation and Change in Control Arrangements

    Post-Termination Compensation and Change in Control Arrangements

  44. Severance Benefits

    Severance Benefits We maintain an Executive Severance Plan, which provides severance benefits for our senior executives, including all our named executive officers. The Compensation Committee believes that the Executive Severance Plan is an important recruitment incentive for executives, provides a valuable retention incentive and is competitive with the practices of most of the companies in our executive compensation peer group. Under the Executive Severance Plan, a named executive officer involuntarily terminated for reasons not meeting the definition of cause under the Executive Severance Plan will receive a lump-sum payment equal to (i) an amount equal to twelve months of premiums the named executive officer would have to pay for COBRA medical coverage, and (ii) one year of base salary, except for Mr. Pagano who as Chief Executive Officer would receive two years of base salary. In connection with the receipt of any severance payments under the Executive Severance Plan, a named executive officer would be required to sign a written agreement that would contain a release of claims against the Company and such other restrictions, such as non-competition, non-solicitation and non-disparagement covenants, as the Compensation Committee determines are appropriate.

  45. Change in Control Benefits

    Change in Control Benefits We believe that the consideration of a change in control transaction would create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change in control transactions result in significant organizational changes, particularly at the senior executive level. In order to encourage our executive officers to focus on seeking the best return for our stockholders and to remain employed with the Company during an important time when their prospects for continued employment following a change in control transaction are often uncertain, we provide certain key executives (including our named executive officers) with severance benefits in connection with certain terminations of employment occurring in connection with a change of control of the Company under the Executive Severance Plan. Further, we believe that providing these executive officers with severance benefits upon certain terminations in connection with a change in control is consistent with the practices of the companies in our executive compensation peer group and provides an important recruitment incentive for future executives. Under our Executive Severance Plan, if a named executive officer is involuntarily terminated without cause or resigns for good reason (as defined in the Executive Severance Plan) within 24 months following a change in control of the Company, or is involuntarily terminated without cause in the six months prior to such change in control, such named executive officer will receive an amount in cash equal to (i) 24 months of premiums the named executive officer would have to pay for COBRA medical coverage, and (ii) two times the sum of the named executive officer’s annual base salary and target annual bonus immediately prior to the change in control. In addition, the terminated executive would be entitled to full accelerated vesting and, as applicable, exercisability of unvested equity or equity-based awards of the Company that are not subject to performance vesting conditions and, for awards that are subject to performance vesting conditions, accelerated vesting and, as applicable, exercisability at the greater of target or the level that would apply based on actual performance calculated as if the final day of the Company’s last completed fiscal quarter prior to the date of the employment termination were the final day of the applicable performance period. Should the amount of payments an executive were to receive under the Executive Severance Plan and any other plan in connection with a change in control cause the executive to be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the executive’s benefits would be reduced by an amount necessary to avoid application of the tax, but only if such reduction would result in a better after-tax result to the executive. In connection with the receipt of any severance benefits under the Executive Severance Plan, a named executive officer would be required to sign a written agreement that would contain a release of claims against the Company and such other restrictions, such as non-competition, non-solicitation and non-disparagement covenants, as the Compensation Committee determines are appropriate. In addition, our 2004 Stock Incentive Plan and Management Stock Purchase Plan provide that in connection with a change in control all unvested performance stock units, shares of restricted stock, deferred stock awards, stock options and restricted stock units will become fully vested.

  46. Retirement Vesting

    Retirement Vesting Beginning in 2019, the Company included “retirement vesting” provisions in the agreements for its deferred stock awards and performance stock unit awards. These provisions provide that an employee who retires from the Company after attaining age 55 and 10 years of service and who meets certain other requirements, including non-competition and non-solicitation requirements, would be allowed to continue to vest in his or her deferred stock awards for the duration of the vesting periods and would be entitled to receive a pro rata portion of his or her performance stock units based on the period of service elapsed during the performance period and the actual number of shares earned. Beginning in 2022, a provision was added to the award agreements that requires the employee to remain employed through the last working day of the grant year for the grant to be eligible for retirement vesting. We believe that these retirement vesting provisions create a strong retention incentive for our key employees, are consistent with the practices of the companies in our executive compensation peer group and provide an important recruitment incentive for future executives. Mr. Melhem is the only named executive officer who has qualified for retirement vesting.

  47. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  48. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert J. Pagano, Jr. Chief Executive Officer, President & Chairperson of the Board | 2023 | 1,039,775 | — | 4,382,012 | 2,031,645 | 83,963 | 7,537,395 | | | 2022 | 1,000,575 | — | 3,972,831 | 2,024,660 | 78,429 | 7,076,495 | | | 2021 | 963,900 | — | 3,887,210 | 2,145,000 | 74,575 | 7,070,685 | | Shashank Patel Chief Financial Officer | 2023 | 515,000 | — | 725,468 | 640,280 | 60,990 | 1,941,738 | | | 2022 | 491,250 | — | 748,724 | 638,400 | 57,700 | 1,936,074 | | | 2021 | 452,750 | — | 704,594 | 651,000 | 54,606 | 1,862,950 | | Andre Dhawan Chief Operating Officer | 2023 | 562,375 | — | 232,242 | 647,710 | 98,435 | 1,540,762 | | | 2022 | 208,365 | 175,000 | 1,049,936 | 238,660 | 58,006 | 1,729,967 | | Elie A. Melhem President, Asia-Pacific, the Middle East & Africa | 2023 | 465,875 | — | 752,322 | 455,090 | 248,535(5) | 1,921,822 | | | 2022 | 448,475 | — | 777,442 | 453,750 | 243,517 | 1,923,184 | | | 2021 | 434,000 | — | 760,710 | 480,700 | 269,932 | 1,945,342 | | Kenneth R. Lepage General Counsel, Chief Sustainability Officer & Secretary | 2023 | 458,350 | — | 748,574 | 488,440 | 57,466 | 1,752,830 | | | 2022 | 441,250 | — | 773,864 | 487,010 | 54,734 | 1,756,858 | | | 2021 | 425,750 | — | 754,726 | 503,100 | 52,916 | 1,736,492 |

  49. 2023 SUMMARY COMPENSATION TABLE

    (1) The amounts shown in this column reflect the grant date fair value of performance stock units and deferred stock awards under our 2004 Stock Incentive Plan and the grant date fair value of the discount on the restricted stock units purchased under our Management Stock Purchase Plan determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating the amounts in this column may be found in Note 14 to our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 21, 2024, except that the fair value of the discount attributable to each restricted stock unit purchased under the Management Stock Purchase Plan on March 15, 2024 was estimated on the date of grant using the Black-Scholes-Merton Model based on the following weighted average assumptions:

  50. 2023 SUMMARY COMPENSATION TABLE

    | Expected life: | 3 years | | Expected stock price volatility: | 28.9% | | Expected dividend yield: | 0.8% | | Risk-free interest rate: | 4.5% |

  51. 2023 SUMMARY COMPENSATION TABLE

    The risk-free interest rate is based on the U.S. treasury yield curve at the time of grant for the expected life of the restricted stock unit. The expected life, which is defined as the estimated period of time outstanding, of the restricted stock unit and the volatility were calculated using historical data. The expected dividend yield is our best estimate of the expected future dividend yield. Based on these assumptions, the weighted average grant date fair value of the discount on a restricted stock unit purchased on March 15, 2024 was $68.94. The grant date fair values of the performance stock units and deferred stock awards granted to each of our named executive officers during 2023 and the grant date fair value of the discount on the restricted stock units purchased by each of our named executive officers on March 15, 2024 were as follows:

  52. 2023 SUMMARY COMPENSATION TABLE

    | | Grant Date Fair Value of Performance Stock Units ($) | Grant Date Fair Value of Deferred Stock Awards ($) | Grant Date Fair Value of Discount on Restricted Stock Units ($) | Total ($) | | Robert J. Pagano, Jr. | 1,976,499 | 1,976,499 | 429,014 | 4,382,012 | | Shashank Patel | 362,734 | 362,734 | — | 725,468 | | Andre Dhawan | 116,121 | 116,121 | — | 232,242 | | Elie A. Melhem | 328,110 | 328,110 | 96,102 | 752,322 | | Kenneth R. Lepage | 322,720 | 322,720 | 103,134 | 748,574 |

  53. 2023 SUMMARY COMPENSATION TABLE

    The grant date fair value of the performance stock units included in this column is the fair value of the target number of performance stock units granted to each named executive officer, which we consider to be the probable outcome of the performance conditions as of the grant date. The following table shows for each named executive officer the grant date fair value of the target number of performance stock units granted to each such officer during 2023 that is included in the Summary Compensation Table and the grant date fair value of each such performance stock unit award assuming maximum achievement of the performance conditions.

  54. 2023 SUMMARY COMPENSATION TABLE

    | | Target Number of Performance Stock Units | Grant Date Fair Value of Target Number of Performance Stock Units ($) | Maximum Number of Performance Stock Units | Grant Date Fair Value of Maximum Number of Performance Stock Units ($) | | Robert J. Pagano, Jr. | 12,102 | 1,976,499 | 24,204 | 3,952,988 | | Shashank Patel | 2,221 | 362,734 | 4,442 | 725,468 | | Andre Dhawan | 711 | 116,121 | 1,422 | 232,242 | | Elie A. Melhem | 2,009 | 328,110 | 4,018 | 656,220 | | Kenneth R. Lepage | 1,976 | 322,720 | 3,952 | 645,440 |

  55. 2023 SUMMARY COMPENSATION TABLE

    The amounts shown in this column reflect amounts earned under our Executive Officer Incentive Bonus Plan for 2023 by each named executive officer. Each of our named executive officers may elect to use a portion of his annual performance bonus under the Executive Officer Incentive Bonus Plan to purchase restricted stock units under our Management Stock Purchase Plan. The number of restricted stock units purchased by each named executive officer are as follows:

  56. 2023 SUMMARY COMPENSATION TABLE

    | | Year | Percentage of Annual Bonus Used to Purchase Restricted Stock Units | Total Amount of Bonus | Amount of Bonus Used to Purchase Restricted Stock Units | Number of Restricted Stock Units Purchased | | Robert J. Pagano, Jr. | 2023 | 50% | $2,031,645 | $1,015,780 | 6,223 | | | 2022 | 50% | $2,024,660 | $1,012,328 | 7,771 | | | 2021 | 50% | $2,145,000 | $1,072,414 | 9,314 | | Shashank Patel | 2023 | — | $640,280 | — | — | | | 2022 | — | $638,400 | — | — | | | 2021 | — | $651,000 | — | — | | Andre Dhawan | 2023 | — | $647,710 | — | — | | | 2022 | — | $238,660 | — | — | | | 2021 | — | — | — | — | | Elie A. Melhem | 2023 | 50% | $455,090 | $227,543 | 1,394 | | | 2022 | 50% | $453,750 | $226,800 | 1,741 | | | 2021 | 50% | $480,700 | $240,297 | 2,087 | | Kenneth R. Lepage | 2023 | 50% | $488,440 | $244,192 | 1,496 | | | 2022 | 50% | $487,010 | $243,475 | 1,869 | | | 2021 | 50% | $503,100 | $251,466 | 2,184 |

  57. 2023 SUMMARY COMPENSATION TABLE

    The purchase price for restricted stock units under our Management Stock Purchase Plan is equal to 80% of the closing price of our class A common stock on the day on which the restricted stock units are awarded. The grant date fair value of the 20% discount on the restricted stock units purchased by each named executive officer has been included under the Stock Awards column as additional compensation to the named executive officer for each such year. The restricted stock units vest one-third each year beginning on the first anniversary of the date of grant. At the end of the deferral period specified by the named executive officer under the Management Stock Purchase Plan, we will issue one share of class A common stock for each vested restricted stock unit. Cash dividends equivalent to those paid on our class A common stock will be credited to the named executive officer’s account for non-vested restricted stock units and will be paid in cash to the named executive officer when such restricted stock units become vested. Dividends will also be paid in cash to individuals for vested restricted stock units held during any deferral period. The number of restricted stock units purchased with 2023 performance bonuses was determined by dividing the dollar amount of the bonus used to purchase the restricted stock units by $163.23, which was the discounted closing price of our class A common stock on the grant date, March 15, 2024. The number of restricted stock units purchased with 2022 and 2021 performance bonuses was determined by dividing the dollar amount of the bonus used to purchase the restricted stock units by $130.27 for 2022, which was the discounted closing price of our class A common stock on the grant date, March 15, 2023; and by $115.14 for 2021, which was the discounted closing price of our class A common stock on the grant date, March 15, 2022. The amounts shown in the “All Other Compensation” column for 2023 include the following:

  58. 2023 SUMMARY COMPENSATION TABLE

    | | Robert J. Pagano, Jr. ($) | Shashank Patel ($) | Andre Dhawan ($) | Elie A. Melhem ($) | Kenneth R. Lepage ($) | | Car allowance | 24,000 | 14,000 | 14,000 | — | 14,000 | | Financial planning allowance(a) | 14,455 | 14,455 | 12,911 | 1,500 | 14,455 | | Company contribution to 401(k) plan | 19,800 | 19,800 | 19,800 | 18,300 | 19,800 | | Supplemental disability insurance premium | 20,618 | 7,645 | 8,873 | 7,327 | 4,121 | | Executive physical | 5,090 | 5,090 | 5,090 | — | 5,090 | | Relocation expenses | — | — | 29,192 | — | — | | Tax gross-up for relocation expenses | — | — | 8,569 | — | — | | Payments related to expatriate assignment(b) | — | — | — | 221,408 | — | | Total All Other Compensation | 83,963 | 60,990 | 98,435 | 248,535 | 57,466 |

  59. 2023 SUMMARY COMPENSATION TABLE

    (a) All executive officers are eligible for an annual financial planning allowance up to $14,455. (b) Mr. Melhem was a U.S. expatriate in 2023 with his international assignment based in China and we provided him with customary expatriate benefits to address the unique circumstances arising from living and working abroad. These benefits included $105,675 for housing expenses, $17,133 for school tuition for his child, $34,956 in Medicare and state tax gross-up payments, and $63,644 for use of a car and driver. Amounts paid to Mr. Melhem in Chinese yuan are converted into U.S. dollars using an average interbank conversion rate of 0.1409 U.S. dollars for one Chinese yuan as of December 31, 2023. The Company has entered into a tax equalization arrangement with Mr. Melhem, the purpose of which is to ensure that Mr. Melhem pays no more or less income taxes as a result of his international assignment than he would if he lived and worked in the United States. Pursuant to this arrangement, if Mr. Melhem’s tax burden is higher as a result of his living and working in China than it would have been in the United States then the Company pays the excess, whereas if Mr. Melhem’s tax burden is lower, then Mr. Melhem pays the difference to the Company. This tax equalization arrangement resulted in Mr. Melhem owing the Company $174,260 during 2023 for the 2022 tax year, which repayment is not reflected in the Summary Compensation Table.

  60. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information concerning grants of plan-based awards made to the named executive officers during 2023.

  61. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  62. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Type(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert J. Pagano, Jr. | EIBP | — | 577,500 | 1,155,000 | 2,310,000 | — | — | — | — | — | | | DSA | 3/13/23 | — | — | — | — | — | — | 12,102 | 1,976,499 | | | PSU | 3/13/23 | — | — | — | 7,261 | 12,102 | 24,204 | — | 1,976,499 | | Shashank Patel | EIBP | — | 182,000 | 364,000 | 728,000 | — | — | — | — | — | | | DSA | 3/13/23 | — | — | — | — | — | — | 2,221 | 362,734 | | | PSU | 3/13/23 | — | — | — | 1,332 | 2,221 | 4,442 | — | 362,734 | | Andre Dhawan | EIBP | — | 184,113 | 368,225 | 736,450 | — | — | — | — | — | | | DSA | 3/13/23 | — | — | — | — | — | — | 711 | 116,121 | | | PSU | 3/13/23 | — | — | — | 426 | 711 | 1,422 | — | 116,121 | | Elie A. Melhem | EIBP | — | 129,360 | 258,720 | 517,440 | — | — | — | — | — | | | DSA | 3/13/23 | — | — | — | — | — | — | 2,009 | 328,110 | | | PSU | 3/13/23 | — | — | — | 1,205 | 2,009 | 4,018 | — | 328,110 | | Kenneth R. Lepage | EIBP | — | 139,140 | 278,280 | 556,560 | — | — | — | — | — | | | DSA | 3/13/23 | — | — | — | — | — | — | 1,976 | 322,720 | | | PSU | 3/13/23 | — | — | — | 1,185 | 1,976 | 3,952 | — | 322,720 |

  63. 2023 GRANTS OF PLAN-BASED AWARDS

    (1) Type of award: EIBP: Annual cash bonus award under our Executive Officer Incentive Bonus Plan DSA: Deferred Stock Award under our 2004 Stock Incentive Plan PSU: Performance Stock Unit award under our 2004 Stock Incentive Plan (2) The amounts in these columns indicate the threshold, target and maximum performance bonus amounts payable under our Executive Officer Incentive Bonus Plan prior to deducting any amounts the named executive officer elected to use to purchase restricted stock units under the Management Stock Purchase Plan. Each of our current named executive officers, except for Messrs. Dhawan and Patel, elected to use a portion of his 2023 performance bonus to purchase restricted stock units under our Management Stock Purchase Plan. See footnote (3) to the “Summary Compensation Table” for a description of the actual amount of performance bonus earned by each of the named executive officers for 2023, the amount of each named executive officer’s bonus that was used to purchase restricted stock units under the Management Stock Purchase Plan and the number of restricted stock units purchased. The potential performance bonus amounts payable under the Executive Officer Incentive Bonus Plan are based on the achievement of specific financial performance metrics and the achievement of individual strategic goals. The named executive officers would receive a bonus payout equal to 50% of their target bonus at the threshold level of performance and 200% of their target bonus at the maximum level of performance. If none of the threshold performance metrics are met, no performance bonus would be payable to the named executive officers. (3) The amounts in these columns indicate the threshold, target and maximum number of shares that the named executive officer could receive if an award payout is achieved under the Company’s performance stock unit awards. These potential share amounts are based on achievement of specific performance metrics. The named executive officer would receive 60% of the target number of shares at the threshold level of performance and 200% of the target number of shares at the maximum level of performance. If none of the threshold performance targets are met, then our named executive officers will not receive any shares. The amounts shown in these columns represent the grant date fair value of each equity award as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. For the performance stock unit awards, the amounts shown assume that the target level of performance would be achieved with respect to the performance metrics, which we consider to be the probable outcome of the performance conditions as of the grant date. These are the amounts reflected in the “Summary Compensation Table.”

  64. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows information regarding unvested performance stock units, deferred stock awards and restricted stock units held by the named executive officers as of December 31, 2023.

  65. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  66. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards(1) | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Robert J. Pagano, Jr. | 3/12/21 | 4,676(3) | 974,198 | — | — | | | 3/15/22 | 8,167(3) | 1,701,513 | — | — | | | 3/13/23 | 12,102(3) | 2,521,331 | | | | | 3/15/21 | 2,224(4) | 463,348 | — | — | | | 3/15/22 | 6,210(4) | 1,293,791 | — | — | | | 3/15/23 | 7,771(4) | 1,619,010 | | | | | 3/12/21 | 28,052(5) | 5,844,354 | — | — | | | 3/15/22 | — | — | 24,498(6) | 5,103,913 | | | 3/13/23 | — | — | 24,204(7) | 5,042,661 | | Shashank Patel | 3/12/21 | 956(3) | 199,173 | — | — | | | 3/15/22 | 1,735(3) | 361,470 | — | — | | | 3/13/23 | 2,221(3) | 462,723 | — | — | | | 3/15/21 | 642(4) | 133,754 | | | | | 3/12/21 | 5,734(5) | 1,194,622 | — | — | | | 3/15/22 | — | — | 5,202(6) | 1,083,785 | | | 3/13/23 | — | — | 4,442(7) | 925,446 | | Andre Dhawan | 8/15/22 | 3,043(3)(8) | 633,979 | — | — | | | 3/13/23 | 711(3) | 148,130 | | | | | 3/13/23 | — | — | 1,422(7) | 296,260 | | Elie A. Melhem | 3/12/21 | 899(3) | 187,298 | — | — | | | 3/15/22 | 1,569(3) | 326,885 | — | — | | | 3/13/23 | 2,009(3) | 418,555 | — | — | | | 3/15/21 | 554(4) | 115,420 | — | — | | | 3/15/22 | 1,392(4) | 290,009 | — | — | | | 3/15/23 | 1,741(4) | 362,720 | | | | | 3/12/21 | 5,388(5) | 1,122,536 | — | — | | | 3/15/22 | — | — | 4,706(6) | 980,448 | | | 3/13/23 | — | — | 4,018(7) | 837,110 | | Kenneth R. Lepage | 3/12/21 | 884(3) | 184,173 | — | — | | | 3/15/22 | 1,544(3) | 321,677 | — | — | | | 3/13/23 | 1,976(3) | 411,680 | — | — | | | 3/15/21 | 588(4) | 122,504 | — | — | | | 3/15/22 | 1,456(4) | 303,343 | — | — | | | 3/15/23 | 1,869(4) | 389,387 | — | — | | | 3/12/21 | 5,302(5) | 1,104,619 | — | — | | | 3/15/22 | — | — | 4,630(6) | 964,614 | | | 3/13/23 | — | — | 3,952(7) | 823,360 |

  67. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1) Except as otherwise indicated, the restricted stock units and deferred stock awards listed in this column vest annually at a rate of 331∕3% per year from the date of grant, and performance stock units vest upon the completion of a three-year performance period beginning January 1st of the grant year. (2) In accordance with SEC rules, the market value of unvested deferred stock awards, restricted stock units and performance stock units is determined by multiplying the number of such shares and units by $208.34, the closing market price of our class A common stock on December 29, 2023, which was the last trading day of 2023. (3) Consists of deferred stock awards under our 2004 Stock Incentive Plan. (4) Consists of restricted stock units purchased under our Management Stock Purchase Plan. (5) These amounts represent performance stock units awarded under our 2004 Stock Incentive Plan for which the performance period ended on December 31, 2023. The number of performance stock units shown for the named executive officer is the actual number of shares that were earned by the named executive officer. These performance stock units were earned at 200% of target and settled in February 2024. These amounts represent performance stock units awarded under our 2004 Stock Incentive Plan for which the performance period will end on December 31, 2024. In accordance with SEC rules, since these performance stock units were tracking above the target level of performance as of December 31, 2023, the number of performance stock units shown for the named executive officer is the number of shares that would be earned at the maximum level of performance, which is 200% of the target number of shares awarded. These amounts represent performance stock units awarded under our 2004 Stock Incentive Plan for which the performance period will end on December 31, 2025. In accordance with SEC rules, since these performance stock units were tracking above the target level of performance as of December 31, 2023, the number of performance stock units shown for the named executive officer is the number of shares that would be earned at the maximum level of performance, which is 200% of the target number of shares awarded. (8) These shares of deferred stock granted to Mr. Dhawan vest as follows: 15% (or 1,014 shares) vested on December 30, 2022, 40% (or 2,705 shares) vested on February 28, 2023, 30% (or 2,029 shares) vested on February 28, 2024, and 15% (or 1,014 shares) will vest on February 28, 2025.

  68. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows amounts received by the named executive officers upon vesting of performance stock units, deferred stock and restricted stock units during 2023. None of our named executive officers exercised any options during 2023.

  69. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED

  70. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Robert J. Pagano, Jr. | 51,271 | 8,837,479(3) | | Shashank Patel | 10,197 | 1,801,392(4) | | Andre Dhawan | 2,705 | 473,997 | | Elie A. Melhem | 10,110 | 1,714,527(5) | | Kenneth R. Lepage | 10,198 | 1,703,891(6) |

  71. 2023 OPTION EXERCISES AND STOCK VESTED

    (1) Reflects (i) shares of class A common stock underlying restricted stock units purchased under the Management Stock Purchase Plan, (ii) shares of deferred stock awarded under the 2004 Stock Incentive Plan, and (iii) the number of shares earned under the performance stock units granted on March 12, 2021, the performance period for which ended on December 31, 2023. (2) The value realized on vesting of deferred stock awards was determined by multiplying the number of shares that vested by the closing market price of our class A common stock on the vesting date. The value realized on vesting of restricted stock units purchased under the Management Stock Purchase Plan represents the difference between the purchase price paid by the named executive officer for the vesting shares and the closing market price of our class A common stock on the vesting date. The value of performance stock units was determined by multiplying the number of shares earned by $208.34, the closing market price of our class A common stock on December 29, 2023, which was the last trading day of the performance period. (3) Pursuant to the Management Stock Purchase Plan, Mr. Pagano elected to defer receipt of shares issuable upon settlement of restricted stock units representing $145,805 of the value recognized on vesting until March 15, 2024 and $148,061 of the value recognized on vesting until March 15, 2025. (4) Pursuant to the Management Stock Purchase Plan, Mr. Patel elected to defer receipt of shares issuable upon settlement of restricted stock units representing $42,024 of the value recognized on vesting until March 15, 2024. (5) Pursuant to the Management Stock Purchase Plan, Mr. Melhem elected to defer receipt of shares issuable upon settlement of restricted stock units representing $36,255 of the value recognized on vesting until March 15, 2024 and $33,152 of the value recognized on vesting until March 15, 2025. Pursuant to the Management Stock Purchase Plan, Mr. Lepage elected to defer receipt of shares issuable upon settlement of restricted stock units representing $38,549 of the value recognized on vesting until March 15, 2024 and $34,726 of the value recognized on vesting until March 15, 2025.

  72. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Under our Management Stock Purchase Plan, executives may elect to purchase restricted stock units, which vest one-third each year beginning on the first anniversary of the date of grant. However, shares are not delivered in settlement of the restricted stock units until the end of the deferral period selected by the named executive officer. Once vested, the restricted stock units constitute deferred compensation and are reported in the table below as contributions by the named executive officer. Restricted stock units that vested prior to 2023 and were issued at the end of their deferral period during 2023 are listed in the table as distributions of deferred compensation. Prior to 2012, we maintained a Nonqualified Deferred Compensation Plan that was available to all our employees whose annual compensation was greater than $90,000. Of the named executive officers, only Mr. Lepage has deferred compensation under the Nonqualified Deferred Compensation Plan. Under the Nonqualified Deferred Compensation Plan, participants were allowed to defer up to 100% of base salary and bonus. Participant deferrals earn returns based on the participant’s selection from a list of investments that are generally the same as those provided in our 401(k) plan. The allocation of investments may be changed once each year. We did not make any matching contributions under the Nonqualified Deferred Compensation Plan. Generally, account balances under the Nonqualified Deferred Compensation Plan may be paid at the earliest of termination of employment, normal retirement, early retirement, or becoming disabled as a lump sum or systematic installments over ten years. Account balances may be distributed prior to termination of employment only in the event of a financial hardship due to an unforeseeable emergency, but not in excess of the amount needed to meet the hardship. Distributions from the Nonqualified Deferred Compensation Plan to our named executive officers cannot be made until at least six months after termination of employment. Mr. Lepage did not receive any distributions, or make any withdrawals, from the Nonqualified Deferred Compensation Plan during 2023. Beginning in 2019, the award agreements for our deferred stock awards and performance stock unit awards under our 2004 Stock Incentive Plan provide that an employee who retires from the Company after attaining age 55 and 10 years of service and who meets certain other requirements, including non-competition and non-solicitation requirements, will be allowed to continue to vest in his or her deferred stock awards for the duration of the vesting periods and will be entitled to receive a pro rata portion of his or her performance stock units based on the period of service elapsed during the performance period and the actual number of shares earned. Beginning in 2022, a provision was added to the award agreements that requires the employee to remain employed through the last working day of the grant year for the grant to be eligible for retirement vesting. Of our named executive officers, only Mr. Melhem is currently eligible for this retirement benefit.

  73. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION

  74. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name(1) | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Robert J. Pagano, Jr. | MSPP | 867,612(3) | — | 497,682(4) | 884,833(5) | 1,573,384(6) | | Shashank Patel | MSPP | 104,380(3) | — | 98,511(4) | 233,962(5) | 267,092(6) | | Andre Dhawan | MSPP | — | — | — | — | — | | Elie A. Melhem | SIP | 420,725(7) | — | 208,125(8) | 482,225(9) | 947,241(10) | | | MSPP | 203,224(3) | — | 115,347(4) | 178,635(5) | 375,220(6) | | Kenneth R. Lepage | NDCP | — | — | 102,251 | — | 561,990 | | | MSPP | 214,297(3) | — | 126,903(4) | 232,071(5) | 396,471(6) |

  75. 2023 NONQUALIFIED DEFERRED COMPENSATION

    (1) “MSPP” refers to our Management Stock Purchase Plan, “SIP” refers to our 2004 Stock Incentive Plan and “NDCP” refers to our Nonqualified Deferred Compensation Plan. These amounts do not represent above-market earnings and thus are not reported in the 2023 Summary Compensation Table. Based on the fair market value of our class A common stock on the vesting date of restricted stock units, the settlement of which has been deferred beyond 2023. (4) Represents the change in the value of vested restricted stock units during 2023 based on the closing price of our class A common stock of $208.34 on December 29, 2023, the last trading day of 2023, or the date of settlement during 2023, plus the value of dividend equivalents paid on vested restricted stock units during 2023. (5) Represents the value of restricted stock units that vested in years prior to 2023 and settled in 2023, based on the closing price of our class A common stock on the date of delivery of shares upon settlement of restricted stock units and the value of dividend equivalents paid on vested restricted stock units during 2023. (6) Represents the value of restricted stock units that were vested as of December 31, 2023 but not yet settled based on the closing price of our class A common stock of $208.34 on December 29, 2023, the last trading day of 2023. The amounts that were previously reported as compensation for each named executive officer in the Summary Compensation Table in years prior to 2023 with respect to such restricted stock units are as follows: Mr. Pagano: $1,044,570; Mr. Patel: $172,301; Mr. Melhem: $248,678; and Mr. Lepage: $262,701. (7) Represents the value of deferred stock and related dividend equivalents that became eligible for continued vesting upon retirement during 2023 based on the fair market value of our class A common stock on the date the grant became retirement-vesting eligible. The amount that is reported as compensation for Mr. Melhem in the Summary Compensation Table for 2023 with respect to such deferred stock is $328,110. (8) Represents the change in the value from December 31, 2022 of deferred stock that was eligible for continued vesting in the event of the named executive officer’s retirement in 2023 based on the fair market value of our class A common stock as of the vesting date or, with respect to deferred stock that remained unvested as of December 31, 2023, the fair market value of our class A common stock on December 29, 2023, the last trading day of 2023; and any increase in the value of dividend equivalents accrued on such deferred stock. (9) Represents the value of deferred stock that was eligible for continued vesting in the event of the named executive officer’s retirement in 2023 and vested in 2023, based on the fair market value of our class A common stock on the vest date and the value of the dividends equivalents paid out on such settlement. (10) Represents the value of deferred stock that was eligible for continued vesting upon retirement as of December 31, 2023 but not yet settled based on the closing price of $208.34 on December 29, 2023, the last trading day of 2023, together with the value of dividend equivalents accrued on such deferred stock as of December 31, 2023. The amount that was previously reported as compensation for Mr. Melhem in the Summary Compensation Table in years prior to 2023 with respect to such deferred stock was $336,295.

  76. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  77. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following table sets forth information concerning the compensation of our named executive officers for each of the fiscal years ended December 31, 2019, 2020, 2021, 2022 and 2023, and our financial performance for each such fiscal year:

  78. Pay Versus Performance Disclosure

    | Pay Versus Performance | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for Chief Executive Officer ($)(1) | Compensation Actually Paid to Chief Executive Officer ($)(2) | Average Summary Compensation Table Total for non-CEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to non-CEO Named Executive Officers ($)(4) | Total Stockholder Return (TSR) ($) | Peer Group (Russell 2000) Total Stockholder Return (TSR) ($)(5) | Net Income (millions) ($) | Company Selected Performance Measure (ROIC) ($)(6) | | 2023 | 7,537,395 | 17,117,986 | 1,789,288 | 3,166,332 | 336.88 | 160.85 | 262.1 | 24.3% | | 2022 | 7,076,495 | 4,065,476 | 1,836,521 | 1,411,117 | 234.63 | 137.56 | 251.5 | 22.8% | | 2021 | 7,070,685 | 25,106,690 | 1,903,300 | 5,777,567 | 309.02 | 172.90 | 165.7 | 18.4% | | 2020 | 5,328,463 | 8,977,335 | 1,582,672 | 2,355,261 | 192.37 | 150.58 | 114.3 | 14.2% | | 2019 | 5,855,790 | 12,079,242 | 1,600,109 | 2,856,738 | 156.19 | 125.52 | 131.5 | 13.1% |

  79. Pay Versus Performance Disclosure

    (1) The amounts in this column reflect the total compensation disclosed in the Summary Compensation Table (SCT) of the Proxy Statement covering the applicable fiscal year for Robert J. Pagano, Jr., Chief Executive Officer, President and, since 2021, Chairperson of the Board. The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Pagano as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Pagano during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Pagano’s total compensation for each year shown in the table to determine the compensation actually paid:

  80. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation Actually Paid for CEO (7) (8) | 2023 | 2022 | 2021 | 2020 | 2019 | | Decrease for Amounts Reported under the “Stock Awards” Column in the SCT for the Applicable Year ($) | (4,382,012) | (3,972,831) | (3,887,210) | (3,122,231) | (3,508,775) | | Increase for Fair Value of Awards Granted during Applicable Year that Remained Unvested as of Year End, Determined as of the Applicable Year End ($) | 7,922,337 | 5,839,841 | 8,784,833 | 5,710,407 | 5,316,908 | | Increase/Decrease for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to Applicable Year that Remained Unvested as of Applicable Year End ($) | 3,738,743 | (1,763,267) | 7,306,301 | 1,155,712 | 2,508,962 | | Increase/Decrease for Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Applicable Year that Vested during Applicable Year ($) | 2,138,966 | (3,268,280) | 5,621,946 | (202,386) | 1,789,979 | | Increase for Dividend Equivalents Accrued with respect to Unvested Awards during Applicable Year ($) | 162,557 | 153,518 | 210,135 | 107,370 | 116,378 | | Total Adjustments ($) | 9,580,591 | (3,011,019) | 18,036,005 | 3,648,872 | 6,223,452 |

  81. Pay Versus Performance Disclosure

    (3) The amounts in this column reflect the average total compensation disclosed in the SCT of the Proxy Statement covering the applicable fiscal year for the Company’s named executive officers (other than Mr. Pagano) as a group. The named executive officers included in the calculation of such average amounts in each applicable year are as follows: (i) for 2023 and 2022, Shashank Patel (Chief Financial Officer), Andre Dhawan (Chief Operating Officer), Elie A. Melhem (President, Asia-Pacific, the Middle East & Africa) and Kenneth R. Lepage (General Counsel, Chief Sustainability Officer & Secretary); and (ii) for each of 2021, 2020 and 2019, Messrs. Patel, Melhem and Lepage and Munish Nanda (President, Americas & Europe). (4) The dollar amounts reported in this column represent the average amount of “Compensation Actually Paid” to the Company’s named executive officers (other than Mr. Pagano) as a group as computed in accordance with Item 402(v) of Regulation S-K. The named executive officers for each applicable year are set forth in footnote 3 above. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for such officers for each year shown in the table to determine the compensation actually paid:

  82. Pay Versus Performance Disclosure

    | Adjustments to Determine Compensation Actually Paid for non-CEO Named Executive Officers for the Applicable Year (7)(8) | 2023(9) | 2022(10) | 2021(11) | 2020 | 2019 | | Decrease for Amounts Reported under the “Stock Awards” Column in the SCT for the Applicable Year ($) | (614,652) | (837,492) | (755,732) | (694,494) | (709,714) | | Increase for Fair Value of Awards Granted during Applicable Year that Remained Unvested as of Year End, Determined as of the Applicable Year End ($) | 983,990 | 944,536 | 1,661,076 | 1,240,944 | 982,487 | | Increase for Fair Value of Awards Granted during Applicable Year that Vested during such Year ($) | 104,639 | 123,089 | 98,513 | — | — | | Increase/Decrease for Change in Fair Value from prior Year End to current Year End of Awards Granted Prior to Applicable Year that Remained Unvested as of Applicable Year End ($) | 557,321 | (237,348) | 1,632,875 | 270,740 | 608,141 | | Increase/Decrease for Change in Fair Value from Prior Year End to Vesting Date of Awards Granted Prior to Applicable Year that Vested during Applicable Year ($) | 322,054 | (434,999) | 1,196,663 | (65,427) | 355,085 | | Increase for Dividend Equivalents Accrued with respect to Unvested Awards during the Applicable Year ($) | 23,692 | 16,810 | 40,872 | 20,826 | 20,630 | | Total Adjustments ($) | 1,377,044 | (425,404) | 3,874,267 | 772,589 | 1,256,629 |

  83. Pay Versus Performance Disclosure

    (5) For the relevant fiscal year, represents the cumulative TSR of the Russell 2000 Index (the “Peer Group TSR”). (6) See “Performance Stock Unit Awards” within the “Elements of Compensation” section of the Compensation Discussion and Analysis for a description of the calculation of ROIC. (7) For purposes of the adjustments to determine compensation actually paid, restricted stock units purchased under our Management Stock Purchase Plan are treated as awards granted on the purchase date, and the fair value of such restricted stock units is calculated without deducting the purchase price of such restricted stock units. With respect to the value of performance stock units awarded under our 2004 Stock Incentive Plan that remained unvested as of the last day of the applicable fiscal year, the amounts shown are based on the probable outcome of the performance condition as of the last day of such fiscal year, which amounts may differ materially from those disclosed as of the grant date of such awards. For purposes of 2023 adjustments to determine compensation actually paid, Mr. Melhem’s 2023 deferred stock award is deemed to have vested on December 31, 2023, the date as of which such award became eligible for retirement vesting under the terms of the grant agreement. (10) For purposes of 2022 adjustments to determine compensation actually paid, Mr. Melhem’s 2022 deferred stock award is deemed to have vested on December 31, 2022, the date as of which such award became eligible for retirement vesting under the terms of the grant agreement. (11) For purposes of 2021 adjustments to determine compensation actually paid, all unvested shares under Mr. Melhem’s 2019, 2020 and 2021 deferred stock awards are deemed to have vested on July 25, 2021, the date as of which such awards became eligible for retirement vesting under the terms of the grant agreements. Tabular List of Company-Selected Financial Measures: In the Company’s assessment, the following financial measures represent the most important financial performance measures used by the Company for 2023 to link compensation actually paid to our Chief Executive Officer and our other Named Executive Officers to the Company’s performance:

  84. Pay Versus Performance Disclosure

    | ROIC | | Revenue CAGR | | Consolidated Net Sales | | Consolidated Adjusted Net Income | | Consolidated Free Cash Flow |

  85. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of Robert J. Pagano, Jr., our Chief Executive Officer. For 2023: • the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $48,675; and • the annual total compensation of our Chief Executive Officer was $7,537,395. Based on this information, for 2023 the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was approximately 155 to 1. As permitted under the SEC rules, to determine our median employee, we used a definition that was not the equivalent of the total compensation reflected in the Summary Compensation Table and instead chose base pay as our measure since our incentive and equity plans do not have broad participation across our employee population. We calculated annual base pay using a reasonable estimate of hours worked during 2023 for hourly employees and upon base pay earned in 2023 for salaried employees. Using the compiled data, we identified the median employee as of December 31, 2023. For our 2023 pay ratio disclosure, we determined the median employee’s total 2023 compensation using the same criteria as in the Summary Compensation Table.

  86. Pay Ratio Disclosure

    | DELINQUENT SECTION 16(a) REPORTS |

  87. Pay Ratio Disclosure

    None.

  88. Pay Ratio Disclosure

    | PROPOSAL 2 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |

  89. Pay Ratio Disclosure

    Maintaining good corporate governance is one of our highest priorities, and as part of that commitment we welcome input from our stockholders on our corporate governance and executive compensation practices. One of the methods we use to receive input from our stockholders is, in accordance with Section 14A of the Exchange Act, we ask our stockholders to vote annually to approve a nonbinding, advisory resolution on the compensation of our named executive officers as disclosed in this proxy statement. We seek to closely align the interests of our named executive officers with the interests of our stockholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. We encourage you, before voting, to read the Compensation Discussion and Analysis section of this proxy statement and to review all compensation information in light of the information the Compensation Discussion and Analysis section provides about our alignment of pay with performance and our compensation philosophy. We believe our compensation programs reflect a strong pay for performance philosophy and have been effective at incenting the achievement of financial performance goals and the creation of stockholder value. Examples of practices and policies that we have implemented to ensure effective governance of our compensation plans include: • Our incentive programs are linked to key financial and non-financial performance metrics, which we believe will help drive long-term stockholder value. • Our executives are subject to robust stock ownership guidelines. • Our executives are subject to a compensation recovery policy, or “claw back” policy, which provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. • The Compensation Committee has the authority to hire independent counsel and other advisors and consults regularly with an independent external compensation consultant. • The Compensation Committee annually conducts a review and assessment of risk as it relates to our compensation policies and practices. • Our Insider Trading Compliance Policy prohibits hedging and short sale transactions, and no employee, officer or director may pledge Company securities as collateral. • None of our executive officers has an employment agreement with us. • We do not provide excise tax gross-ups under any of our change in control severance arrangements. The vote on this resolution is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee of the Board of Directors. However, we value the opinions of our stockholders and to the extent there is any significant vote against the compensation of our named executive officers, the Compensation Committee will evaluate whether any actions are necessary or advisable to address the concerns of our stockholders. Our Board of Directors has adopted a policy of providing for annual stockholder advisory votes on executive compensation. Unless our board of directors modifies its policy on the frequency of future stockholder votes on executive compensation, the next such advisory vote will be held at the 2025 annual meeting of stockholders. We believe our compensation program and policies described in this proxy statement are aligned with stockholder interests and are worthy of stockholder support. Accordingly, we ask our stockholders to approve the following resolution at the Annual Meeting: RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED. Our Board of Directors recommends that stockholders vote to approve the compensation of our named executive officers by voting “FOR” Proposal 2.

  90. Pay Ratio Disclosure

    | AUDIT COMMITTEE REPORT |

  91. Pay Ratio Disclosure

    The responsibilities of the Audit Committee are set forth in the charter of the Audit Committee. The Audit Committee, among other matters, is responsible for assisting the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, the qualifications, independence and performance of the Company’s independent registered public accounting firm, and the performance of the Company’s internal audit function. The Audit Committee’s oversight role includes the appointment and evaluation of the Company’s independent registered public accounting firm, oversight of the Company’s systems of internal control over financial reporting, a review of management’s assessment and management of risk, a review of the annual independent audit of the Company’s consolidated financial statements and internal control over financial reporting, review of the Company’s Code of Business Conduct, the establishment of “whistle-blowing” procedures, and oversight of other compliance matters. The Audit Committee reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2023 with management. The Audit Committee also reviewed and discussed the audited consolidated financial statements, the audit of internal control over financial reporting and the matters required to be discussed with KPMG LLP, the Company’s independent registered public accounting firm, by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. The Audit Committee received from KPMG the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with KPMG the matters disclosed in this letter and their independence. The Audit Committee also considered whether KPMG’s provision of tax and other non-audit related services to the Company was compatible with maintaining their independence. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Audit Committee: Merilee Raines, Chairperson Rebecca J. Boll David A. Dunbar Joseph W. Reitmeier

  92. Pay Ratio Disclosure

    | PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  93. Pay Ratio Disclosure

    Although Delaware law does not require that the appointment by the Audit Committee of our independent registered public accounting firm be approved each year by the stockholders, the members of the Audit Committee and the other members of the Board believe it is appropriate to submit the appointment of the independent registered public accounting firm to the stockholders for their ratification. The Audit Committee appointed KPMG LLP as our independent registered public accounting firm for 2024, and the Audit Committee and Board recommend that the stockholders ratify such appointment. If the stockholders do not ratify the appointment of KPMG, the Audit Committee will reconsider its appointment. We expect that representatives of KPMG will be present at the Annual Meeting. They will be given the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders. During 2022 and 2023, KPMG provided various audit, audit-related, tax and other non-audit services to us. The Audit Committee has adopted policies and procedures that require the Audit Committee to pre-approve all audit and non-audit services performed by KPMG in order to ensure that the provision of such services does not impair KPMG’s independence. In 2023, the Audit Committee adopted a new policy (the “Pre-Approval Policy”) that sets forth the procedures and conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor may be pre-approved. The Pre-Approval Policy generally provides that we will not engage an independent auditor to render any audit, audit-related, tax or permissible non-audit service unless the service is either (i) explicitly approved by the Audit Committee (“specific pre-approval”) or (ii) entered into pursuant to the pre-approval policies and procedures described in the Pre-Approval Policy (“general pre-approval”). Unless a type of service to be provided by the independent auditor has received general pre-approval by the Audit Committee, it requires specific pre-approval by the Audit Committee. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s and the Public Company Accounting Oversight Board’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company’s business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor should necessarily be determinative. In connection with the Pre-Approval Policy, the Audit Committee may annually review and pre-approve any services (and related fee levels or budgeted amounts) that may be provided by the independent auditor without first obtaining specific pre-approval from the Audit Committee or the Chair of the Audit Committee. The Audit Committee may revise the list of such general pre-approved services from time to time, based on subsequent determinations. The aggregate fees billed for professional services by KPMG in 2022 and 2023 for audit, audit-related, tax and other non-audit services were:

  94. Pay Ratio Disclosure

    | Type of Fees | 2022 | 2023 | | Audit Fees: | $3,343,608 | $3,889,039 | | Audit-Related Fees: | $15,310 | $24,649 | | Tax Fees: | $43,014 | $126,032 | | All Other Fees: | — | $200,000 | | Total: | $3,401,932 | $4,239,720 |

  95. Pay Ratio Disclosure

    Audit fees primarily include fees we paid KPMG for professional services for the audit of our annual financial statements included in our annual report on Form 10-K, review of financial statements included in our quarterly reports on Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements, such as consents. Audit fees for 2022 and 2023 also include the audit of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Audit-related fees were for preparation of statutory financial statements and statutory financial statement tagging. For 2023 and 2022, 0% and 3%, respectively, of these audit-related fees were approved by the Audit Committee pursuant to Rule 2‑01(c)(7)(i)(C) of Regulation S-X. Tax fees include fees for review or preparation of tax returns and advice on indirect taxes. Other non-audit fees include gap assessment and related services with respect to new ESG regulations. The Audit Committee and the Board of Directors recommend that stockholders vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

  96. Pay Ratio Disclosure

    | HOUSEHOLDING OF ANNUAL MEETING MATERIALS |

  97. Pay Ratio Disclosure

    Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy statements, annual reports and notices of Internet availability of proxy materials. This means that only one copy of such materials may have been sent to multiple stockholders in your household. However, a proxy card or voting instruction form will be delivered for each stockholder in your household. We will promptly deliver a separate copy of any such document to you if you write or call us at the following address or telephone number: Watts Water Technologies, Inc., 815 Chestnut Street, North Andover, MA 01845, Attention: Corporate Secretary, (978) 688-1811, or you can request a copy of any such document by visiting https://materials.proxyvote.com/942749. If you want to receive separate copies of the annual report, proxy statement and notice of Internet availability of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.

  98. Pay Ratio Disclosure

    | STOCKHOLDER PROPOSALS |

  99. Pay Ratio Disclosure

    In order for any stockholder proposal to be included in the proxy statement for our 2025 Annual Meeting pursuant to Exchange Act Rule 14a-8, such proposal must be received at our principal executive offices, 815 Chestnut Street, North Andover, MA 01845, Attention: Corporate Secretary, not later than December 9, 2024 and must satisfy certain rules of the SEC. Director nominations and proposals of stockholders may also be submitted to us for consideration at the 2025 Annual Meeting if certain conditions set forth in our by-laws are satisfied, but will not be included in the proxy materials unless the conditions set forth in Exchange Act Rule 14a-8 are satisfied. Such nominations (or other stockholder proposals) must be delivered to or mailed and received by us not more than 120 days nor less than 75 days prior to the anniversary date of the 2024 Annual Meeting, which dates will be January 22, 2025 and March 8, 2025, respectively. Stockholder proposals received by us outside of these dates will be considered untimely received for consideration at such Annual Meeting. If the date of the 2025 Annual Meeting is held on a date more than seven days (in the case of director nominations) or ten days (in the case of other stockholder proposals) prior to the anniversary date of the 2024 Annual Meeting, we will publicly disclose such change, and nominations or other proposals to be considered at the 2025 Annual Meeting must be received by us not later than the 20th day after such disclosure (or, if disclosed more than 75 days prior to such anniversary date, the later of 20 days following such disclosure or 75 days before the date of the 2025 Annual Meeting). If the date described in the preceding sentence is not a business day, nominations or other proposals may be received on the next succeeding business day. To submit a nomination or other proposal, a stockholder should send the nominee’s name or proposal and appropriate supporting information required by our by-laws to the attention of our Corporate Secretary at the address provided above. To be considered, all nominations or proposals must comply with the requirements of our by-laws, a copy of which may be obtained without charge by sending a request to our Corporate Secretary at our principal executive offices. In addition to satisfying the foregoing requirements under our by-laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees for the 2025 Annual Meeting must include the additional information required by Rule 14a‑19(b) under the Exchange Act in any notice of director nomination submitted to the Company. WATTS WATER TECHNOLOGIES, INC.C/O BROADRIDGE FINANCIAL SOLUTIONS, INC.P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TOVIEW MATERIALS & VOTEVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 21, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 21, 2024. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY 01) Rebecca J. Boll02) Michael J. Dubose03) David A. Dunbar04) Louise K. Goeser05) Kenneth Napolitano06) Joseph T. Noonan07) Robert J. Pagano, Jr.08) Merilee Raines09) Joseph W. Reitmeier Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report and Form 10-K is/are available at www.proxyvote.comWATTS WATER TECHNOLOGIES, INC.Annual Meeting of Stockholders May 22, 2024 9:00 AM EDTThis proxy is solicited by the Board of DirectorsThe stockholders hereby appoint Robert J. Pagano, Jr., Shashank Patel and Kenneth R. Lepage, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of WATTS WATER TECHNOLOGIES, INC. that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, EDT on May 22, 2024, at Watts Water Technologies, Inc., 815 Chestnut Street, North Andover, MA 01845, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side WATTS WATER TECHNOLOGIES, INC.ANNUAL MEETING OF STOCKHOLDERS May 22, 2024 9:00 a.m. EDTCLASS B COMMON STOCK PROXYThis proxy is solicited by the Board of DirectorsThe stockholders hereby appoint Robert J. Pagano, Jr., Shashank Patel and Kenneth R. Lepage, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of Class B Common Stock of WATTS WATER TECHNOLOGIES, INC. that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 09:00 a.m. EDT on May 22, 2024, at Watts Water Technologies, Inc. 815 Chestnut Street North Andover, MA 01845, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations.The Board of Directors recommends you vote FOR the following:1.Election of 01 Rebecca J. Boll05 Kenneth Napolitano 08 Merilee Raines□ Vote FOR□ Vote WITHHELD directors:02 Michael J. Dubose06 Joseph T. Noonan09 Joseph W. Reitmeierall nomineesfrom all nominees03 David A. Dunbar07 Robert J. Pagano, Jr.(except as marked below) 04 Louise K. Goeser(To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)The Board of Directors recommends you vote FOR proposal 2:2.Advisory vote to approve named executive officer compensation.□ For□ Against□ AbstainThe Board of Directors recommends you vote FOR proposal 3:3.To ratify the appointment of KPMG LLP as our independent registered publicaccounting firm for the fiscal year ending December 31, 2024.ForAgainstAbstainThe proxies, in their discretion, are authorized to vote upon such other matters as may properly come before the meeting or any adjournment thereof.Date: Signature(s)Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.