DEF 14A of Waters Corp /De/, Apr 12, 2024

DEF 14A of Waters Corp /De/

Filed Apr 12, 2024 · FY20230001193125-24-094000

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. WHO WE ARE

    WHO WE ARE At Waters, we believe that tone for excellence and integrity is set at the top — with us, the Board. In this Proxy Statement, we highlight examples of our strong oversight actions and the exceptional stature, accomplishments, and diversity amongst our members. Our diverse Board is comprised of Directors with extensive industry experience and a broad set of skills, attributes, and backgrounds critical to providing us with strategic and operational oversight. The Board has an active search to identify a female director candidate who will bring additive and complementary skills to the Board. The Company believes that the decision-making of the Board of Directors is enriched when multiple viewpoints contribute to the discussion of matters within its purview. Creating a Board with diverse membership is important to the Company and the Board is committed to this objective.

  3. Director Diversity & Tenure and Committee Composition

    Director Diversity & Tenure and Committee Composition

  4. Director Experience and Skills Matrix

    Director Experience and Skills Matrix

  5. Director Experience and Skills Matrix

    | Dr. Flemming Ornskov, M.D., M.P.H. Chairman of the Board Chief Executive Officer, Galderma Independent Director since 2017 Age: 66 COMMITTEES • Nominating and Corporate Governance (Chair) • Compensation | Dr. Flemming Ornskov is currently CEO of Galderma (since 2019), a healthcare company focused on dermatology. He brings operational and medical knowledge along with extensive international, strategic planning and operational experience in the healthcare sector having an extensive career serving in senior leadership roles and on boards at a number of global pharmaceutical, biotechnology and healthcare companies. ADDITIONAL EXPERIENCE • Chief Executive Officer and Board member, Shire plc (2013 – 2019) • Chief Marketing Officer and Global Head of Strategic Marketing for General & Specialty Medicine, Bayer AG (2010 – 2012) • Global President of Pharmaceuticals and OTC, Bausch & Lomb, Inc. (2008 – 2010) • Held roles of increasing responsibility at among others, Merck & Co. Inc. and Novartis AG OTHER PUBLIC COMPANY BOARDS • None FORMER (PAST 5 YEARS) • Karo Pharma AB n/k/a Karo Healthcare AB (STO: KARO) (2019 – 2022, when taken private) • Centogene NV (NSDQ: CNTG) (2019 – 2023) • Recordati S.p.A. (2019 – 2020) EDUCATION • MD, University of Copenhagen Medical School • MPH, Harvard University School of Public Health • MBA, INSEAD |

  6. Director Experience and Skills Matrix

    | Linda Baddour Former Executive Vice President and Chief Financial Officer, PRA Health Sciences Independent Director since 2018 Age: 65 COMMITTEES • Audit & Finance (Chair) | Ms. Baddour is the former Executive Vice President and CFO of PRA Health Sciences (2007 – 2018). She provides the Waters Board with significant accounting, finance and health care industry expertise, gained through her extensive experience as a senior financial executive across healthcare, life sciences, and pharmaceutical services and banking companies. ADDITIONAL EXPERIENCE • Chief Financial Officer and Accounting Officer (2002 – 2007), Chief Accounting Officer (1997 – 2007); Corporate Controller (1995 – 1997), Pharmaceutical Product Development, Inc. • Controller, Cooperative Bank for Savings Inc. (1980 – 1995) OTHER PUBLIC COMPANY BOARDS • Cryoport, Inc. (NSDQ: CYRX) (2021 – present) FORMER (PAST 5 YEARS) • None EDUCATION • BA and MBA, University of North Carolina at Wilmington • Certified Public Accountant |

  7. Director Experience and Skills Matrix

    | Udit Batra, Ph.D. President and Chief Executive Officer, Waters Director since 2020 Age: 53 COMMITTEES • None | Dr. Batra is currently Chief Executive Officer of Waters, a position he has held since 2020. He brings more than two decades of leadership and operational expertise in the healthcare and life sciences industries, including leadership of multi-billion-dollar global organizations. ADDITIONAL EXPERIENCE • Chief Executive Officer, MilliporeSigma, the life sciences business of publicly traded Merck KGaA (2014 – 2020) • President and CEO, Consumer Health, Merck KGaA (2011 – 2014) • Held various leadership roles, Novartis International AG (2006 – 2011) • GlobaI Brand Director, Wound Care, Johnson & Johnson (2004 – 2005) • Senior Engagement Manager, McKinsey & Company (2001 – 2004) • Research Fellow, Merck & Co., Inc. (1996 – 2001) OTHER PUBLIC COMPANY BOARDS • None FORMER (PAST 5 YEARS) • None EDUCATION • BS, University of Delaware • PhD, Chemical Engineering, Princeton University |

  8. Director Experience and Skills Matrix

    | Dan Brennan Executive Vice President and Chief Financial Officer, Boston Scientific Corporation Independent Director since 2022 Age: 58 COMMITTEES • Audit & Finance | Mr. Brennan is currently Executive Vice President and Chief Financial Officer of Boston Scientific Corporation (since 2014), a global medical device company. He brings more than two decades of finance leadership in the medical device industry, including at a multi-billion-dollar global organization where he is responsible for all financial operations, business development and strategic development. During his time at Boston Scientific, he helped oversee successful margin and revenue growth initiatives. He also possesses public company Board experience. ADDITIONAL EXPERIENCE • Senior Vice President and Corporate Controller, (2010 – 2013); Various roles of increasing responsibility within finance function (1996 – 2009), Boston Scientific Corporation • Held roles of increasing responsibility within finance function, Millipore Corporation (1990 – 1996) • Corporate Auditor, Standex, Inc. (1988 – 1989) OTHER PUBLIC COMPANY BOARDS • None FORMER (PAST 5 YEARS) • Nuance Communications (NASDAQ: NUAN) (2018 – 2022) EDUCATION • BS and MBA, Babson College • Certified Public Accountant |

  9. Director Experience and Skills Matrix

    | Richard Fearon Former Vice Chairman & Chief Financial & Planning Officer, Eaton Corporation Independent Director since 2023 Age: 68 COMMITTEES • Audit & Finance | Mr. Fearon is currently an independent director. He brings international business experience with expertise in accounting, corporate development (M&A), information systems, internal audit, investor relations, and strategic planning to the Waters Board. He also possesses significant public company Board experience. ADDITIONAL EXPERIENCE • Non-Executive Chairman of the Board (Dec. 2023 – present), Avient Corporation (NYSE: AVNT) • Vice Chairman (2009 – 2021); Chief Financial and Planning Officer (2002 – 2021), Eaton Corporation • Senior Vice President, Corporate Development and Strategic Planning (1997 – 2001); Vice President, Corporate Development (1995 – 1997), Transamerica Corporation • Vice Chairman, NatSteel Chemicals and General Manager, Corporate Development (1990 – 1995), NatSteel Ltd. • Held positions at Booz Allen Hamilton, The Walt Disney Company, and The Boston Consulting Group OTHER PUBLIC COMPANY BOARDS • CRH plc (NYSE: CRH) (2020 – present) • Crown Holdings, Inc. (NYSE: CCK) (2019 – present) • Avient Corporation (NYSE: AVNT) (2004 – present) FORMER (PAST 5 YEARS) • Eaton Corporation plc (NYSE: ETN) (2015 – 2021) • Hennessy Capital Investment Corporation VI (NSDQ: HCVIU) (2021 – 2023) (Mr. Fearon resigned from this board effective as of the date of his appointment to Waters’ board) EDUCATION • AB, Stanford University • JD and MBA, Harvard University |

  10. Director Experience and Skills Matrix

    | Pearl S. Huang, Ph.D. President and Chief Executive Officer, Dunad Therapeutics Independent Director since 2021 Age: 66 COMMITTEES • Science and Technology (Chair) • Nominating and Corporate Governance | Dr. Huang is currently President and Chief Executive of Dunad Therapeutics, a Novartis-backed biopharmaceutical startup (since May 2022). She brings deep scientific knowledge along with extensive international and operational experience in the pharmaceutical sector both in senior leadership and operational roles. ADDITIONAL EXPERIENCE • Chief Executive Officer, Cygnal Therapeutics (2019 – 2022) • Venture Partner, Flagship Pioneering (2019 – 2022) • Senior Vice President and Global Head, Therapeutic Modalities, F. Hoffman La-Roche, Ltd. (2014 – 2018) • Vice President and Global Head of Discovery Academic Partnerships (DPAc) Alternative Discovery and Development, GlaxoSmithKline plc (2012 – 2014) • Founder and CSO, Beigene LTD (2010 – 2012) • Vice President, Oncology Integrator, Discovery and Early Development, Merck and Co. (2006 – 2010) • Held roles of increasing responsibility at Merck & Co. Inc. and GlaxoSmithKline plc OTHER PUBLIC COMPANY BOARDS • BB Biotech AG (SWX: BION) (2022 – present) FORMER (PAST 5 YEARS) • None EDUCATION • BS, Biology, MIT • Ph.D., Molecular Biology, Princeton University |

  11. Director Experience and Skills Matrix

    | Wei Jiang Former Executive Vice President, President of Pharmaceuticals Region China & Asia Pacific, and President, Bayer Group Greater China Region, Bayer AG Independent Director since 2021 Age: 60 COMMITTEES • Science and Technology | Mr. Jiang is currently an independent director. His more than 25 years’ experience in the pharmaceutical and medical device industries, with particular focus in China and the Asia/Pacific region at large allows him to bring experienced international perspective to the Waters Board. In addition, his service on a private company’s board of directors in the medical and life sciences industry provides additional perspective that benefits the Company. ADDITIONAL EXPERIENCE • Former EVP, President of Pharmaceuticals Region China &Asia Pacific (2015 – 2021), and President of Bayer Group Greater China Region (2019 – 2021), Bayer AG • Senior Vice President, GRA BU & Key Accounts (2011 – 2012), held other management roles (2006 – 2010), AstraZeneca plc • Managing Director, China Operations (2004 – 2006), Guidant Corporation • Various management roles, Eli Lilly & Company (1999 – 2004) OTHER PUBLIC COMPANY BOARDS • STAAR Surgical Company (NASDAQ: STAA) (March 2024 – present) FORMER (PAST 5 YEARS) • None EDUCATION • BBA, Campbell University • MA, Economics and Finance, Indiana State University |

  12. Director Experience and Skills Matrix

    | Christopher A. Kuebler Former Chairman and Chief Executive Officer, Covance Independent Director since 2006 Age: 70 COMMITTEES • Compensation (Chair) • Science and Technology | Mr. Kuebler is currently an independent director and investor. His 30 years of experience in the pharmaceutical and pharmaceutical service industries, including 10 years as Chairman and Chief Executive Officer of Covance allows him to bring an experienced management perspective to the Waters Board, as well as expertise in the oversight of financial accounting and business strategy. ADDITIONAL EXPERIENCE • Chairman and Chief Executive Officer (1994 – 2004), Chairman (during 2005), Covance Inc. and its predecessor companies • Spent nearly 20 years in the pharmaceutical industry at Abbott Laboratories, Squibb, Inc., and the Monsanto Company OTHER PUBLIC COMPANY BOARDS • None FORMER (PAST 5 YEARS) • Nektar Therapeutics (NSDQ: NKTR) (2001 – 2018) EDUCATION • BS, Biology, Florida State University |

  13. Director Experience and Skills Matrix

    | Mark Vergnano Former Chairman, President and Chief Executive Officer, The Chemours Company Independent Director since 2022 Age: 66 COMMITTEES • Compensation • Nominating and Corporate Governance | Mr. Vergnano is currently an independent director. He provides the Waters Board with significant senior executive leadership at global sciences companies. Mr. Vergnano brings deep operational experience and a proven track record of business transformation and consistent growth at The Chemours Company and DuPont. He also possesses public company Board experience. ADDITIONAL EXPERIENCE • Roles of increasing responsibility, including Chemours (2015 – 2021) Chairman (2021); President and CEO (2015 – 2021). DuPont (1980 – 2015) Executive Vice President (2009 – 2015); Group Vice President, Safety and Protection (2006 – 2009), Vice President/General Manager, Nonwovens and Building Innovations (2002 – 2006) OTHER PUBLIC COMPANY BOARDS • Johnson Controls International PLC (NYSE: JCI) (since 2016) FORMER (PAST 5 YEARS) • The Chemours Company (NYSE: CC) (2015 – 2022) EDUCATION • BS, University of Connecticut • MBA, Virginia Commonwealth University |

  14. Director Experience and Skills Matrix

    A nominee for director shall be elected to the Board by a majority vote (i.e., the votes cast for such nominee must exceed the votes cast against such nominee) at any meeting of shareholders for the election of directors at which a quorum is present, except that directors will be elected by a plurality of the votes cast in a contested election. A “contested election” is one in which the Secretary of the Company receives a notice that a shareholder intends to nominate one or more persons for election to the Board in purported compliance with the Bylaws and such nomination notice has not been subsequently withdrawn or on prior to the tenth day before the notice of meeting is first mailed. If an incumbent director fails to be re-elected by a majority vote when such a vote is required and offers to resign, and if that resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If an incumbent director’s resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board. “Abstentions” and shares with respect to which a broker or representative does not vote on a particular matter because it does not have discretionary voting authority on that matter (so-called “broker non-votes”) are counted as present for the purpose of determining whether a quorum is present. Abstentions and broker non-votes will not be treated as votes cast with respect to any nominee and therefore will not have an effect on the determination of whether a nominee has been elected.

  15. Director Experience and Skills Matrix

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH NOMINEE FOR DIRECTOR SET FORTH ABOVE |

  16. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  17. 2023 CEO Compensation Design

    2023 CEO Compensation Design The 2023 pay program for our CEO was primarily equity-oriented and at-risk. Our CEO’s target total direct compensation (base salary, target annual incentive award, and grant date value of the Long-Term Incentive (“LTI”) equity awards (assuming target performance for PSUs)) for 2023 was approximately:

  18. 2023 CEO Compensation Design

    | • | 89% at-risk and/or performance-based (target annual incentive, PSUs, and stock options)* |

  19. 2023 CEO Compensation Design

    | • | 75% equity-based (PSUs and stock options)* |

  20. 2023 CEO Compensation Design

    * Based on the grant date fair value of equity awards, assuming target performance. Our CEO’s variable compensation is based on our performance measured against several financial goals, with annual incentives based on achievement of adjusted non-GAAP organic constant currency revenue and adjusted organic net income performance goals, while the PSUs are based on our TSR relative to peers and our three-year adjusted non-GAAP constant currency revenue growth. Stock options only have value if the price of our common stock appreciates after grant. These programs, their financial metrics and performance goals and their 2023 results are described in more detail below.

  21. 2023 Executive Compensation Program Outcomes

    2023 Executive Compensation Program Outcomes 2023 was a challenging year for Waters, as well as other companies in our industry. In 2023, our named executive officers did not receive payouts under the AIP based on corporate performance metrics not being achieved, as further detailed below. Our 2021-2023 LTI awards, based on relative TSR and our three-year adjusted non-GAAP constant currency revenue growth, completed their three-year performance measurement period on December 31, 2023. For PSUs granted in February 2021, our performance over the three-year period yielded a 169% payout for PSUs based on relative TSR and a 157% payout for PSUs based on our three-year adjusted non-GAAP constant currency revenue growth. Further details on each of these programs, and their 2023 outcomes, are described below.

  22. 2023 Key Business Priorities and Connection to our Executive Compensation Program

    | Key Business Priorities | Compensation Design | Performance Results and Corresponding Compensation | | Sustainable shareholder value creation | Alignment with the long-term interests of our shareholders is achieved through our annual performance-based LTI program, which includes stock options that vest over a five-year period and PSUs that are earned and vest over a three-year performance period and are based 50% on relative TSR. In addition, all PSUs granted have a post-vesting holding period requirement of two years for our CEO and one year for other executives. | The PSUs granted in February 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on relative TSR. Relative TSR for the three-year performance period ending on December 31, 2023 was 29%, or in the 67th percentile of the S&P 500 Health Care Index, resulting in a payout of 169% of target for the portion of PSUs based on relative TSR. | | Organic revenue growth | Alignment with the Company’s belief that revenue growth drives overall success and enables us to continue to invest in future growth and innovation through the use of an adjusted non-GAAP organic constant currency revenue growth performance goal under our AIP. This metric had a weighting of 50% in 2023. Further encouraging this alignment over a longer-term, 50% of annual PSU grants are eligible to be earned and vested based on adjusted non-GAAP constant currency revenue growth over a three-year performance period. | In 2023, revenue declined 1% and 2%* on a GAAP and adjusted non-GAAP organic constant currency basis, respectively, as compared to the prior year, which was below the AIP threshold increase of 4% on an adjusted non-GAAP organic constant currency basis and resulted in no AIP payout for 2023 under this metric. As noted above, PSUs granted in February 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on adjusted non-GAAP constant currency revenue growth over a three-year period. The three-year compound annual growth rate of revenue for the performance period ending on December 31, 2023 was 8% and 9%* on a GAAP and adjusted non-GAAP constant currency basis, respectively, exceeding the PSU target of 6% on an adjusted non-GAAP constant currency basis and resulting in a payout of 157% of target for the portion of PSUs based on adjusted non-GAAP constant currency revenue growth. | | Organic net income growth | Shareholder value is incentivized with an adjusted non-GAAP organic net income growth performance goal under the AIP, as the Company believes that adjusted non-GAAP organic net income reflects ongoing operational efforts of our executives and other employees. This adjusted non-GAAP organic net income metric had a weighting of 50% in 2023. | In 2023, net income reported on a GAAP and adjusted non-GAAP* organic basis decreased 9% and 3%, respectively, as compared to the prior year, which was below the AIP threshold achievement level of a 3% increase on an adjusted non-GAAP organic basis and resulted in no AIP payout for 2023 under this metric. |

  23. Listening to Our Shareholders

    | • | Beginning in 2020, the PSU weighting was increased from 30% to 50% of the total grant date value of annual LTI awards; |

  24. Listening to Our Shareholders

    | • | Beginning in 2020, 50% of annual PSU awards are eligible to be earned and vest based on achievement of a three-year adjusted non-GAAP constant currency revenue growth goal because long-term revenue |

  25. Listening to Our Shareholders

    | growth is considered a strong indicator of sustained innovation and strong new product pipeline. The remaining 50% of annual PSU awards are eligible to be earned and vest based on relative TSR; |

  26. Listening to Our Shareholders

    | • | Post-vesting holding periods were implemented for PSU awards; |

  27. Listening to Our Shareholders

    | • | Annual LTI grants were generally re-sized around the market median; and |

  28. Philosophy and Objectives of Waters’ Executive Compensation Program

    | • | To focus executives on achieving financial and operating objectives that enhance long-term shareholder value; |

  29. Philosophy and Objectives of Waters’ Executive Compensation Program

    The Company’s executive compensation program is designed to motivate and reward executives for sustained high levels of achievement of the Company’s financial and operating objectives. In conjunction with our philosophy of emphasizing performance-based compensation, base salaries are generally targeted at or below the market median (determined as described below), with actual base salaries varying based on the performance, tenure, experience, and contributions of the executive officer, and target annual incentive awards are positioned to be at or slightly above the market median, with annual performance targets under these awards based on challenging operational and financial goals. In the aggregate, these two annual compensation components provide a target total cash compensation opportunity that approximates the median of the market. We believe that the structure of our total annual cash compensation effectively aligns our executives’ interests with those of our shareholders by placing an appropriate emphasis on the achievement of annual financial and operating objectives. For longer-term alignment of the interests of our executives and shareholders, the Company grants annual LTI awards to executives, generally consisting of stock options and PSUs. The Company also grants RSUs from time to time, generally in connection with new hire and promotion grants that are outside our annual LTI granting process. Stock options provide value to the executive only if the Company’s stock price increases over time and PSUs will only be earned and vest partially based on the Company’s TSR as compared with a pre-established comparator group of companies and partially if the Company exceeds pre-established adjusted non-GAAP constant currency revenue growth goals, in each case, over a three-year performance period. The grant date value of annual LTI awards is generally targeted to be at the market median (determined as described below). The Compensation Committee, however, retains discretion to grant awards with grant date values either below or above the market median based on the executive’s performance, role, and grant size relative to other executives. RSUs for new hires and promotions generally vest over a three- to five-year period and encourage retention. Stock options and PSUs, which vest over a five-year period and three-year period, respectively, also serve as valuable retention tools. To further align our executives’ interests with those of our shareholders, PSUs also have a two-year post-vesting holding period requirement for the Chief Executive Officer position and a one-year post-vesting holding period requirement for all other executive officers. In addition to the philosophy and structure of the executive compensation program as described above, the Compensation Committee also considers, as appropriate, the compensation practices for all Waters employees in reviewing the compensation for our named executive officers.

  30. Compensation Governance and Pay Practices

    | What We Do | What We Don’t Do | | ● Post-vesting holding periods for PSU awards | ● No executive perquisites | | ● Mandatory compensation recoupment policy for performance-based incentive awards | ● No new or legacy excise tax gross-up provisions | | ● Market-competitive executive compensation levels | ● No option repricing without shareholder consent | | ● Annual compensation risk assessment | ● No ad-hoc discretionary or guaranteed annual cash bonus payments for named executive officers | | ● Anti-hedging policy | | | ● Independent compensation consultant | | | ● Double-trigger for accelerated equity vesting in connection with a change of control | | | ● Robust director and executive officer stock ownership guidelines | | | ● PSU awards make up 50% of the total target grant date value of annual LTI awards and include a market-based component (relative TSR) and an internal performance metric (three-year adjusted non-GAAP constant currency revenue growth) | |

  31. Competitive Market Assessment

    Competitive Market Assessment Competitive market data is an important factor used by the Compensation Committee in determining the amount of each element of compensation for our named executive officers. The Compensation Committee utilizes Pearl Meyer to provide advice and analysis on the structure of our executive compensation program as well as competitive data on base salary, total cash compensation, and long-term incentives. Pearl Meyer prepares this competitive assessment annually for the Compensation Committee. The Compensation Committee reviews the target total direct compensation of each named executive officer, which includes base salary, target annual incentive award and the grant date value of the LTI awards. The Compensation Committee also reviews each named executive officer’s total compensation opportunity to ensure that it contains an appropriate level of performance-based compensation and is designed to meet the overall objectives of our executive compensation program. The Compensation Committee considers a range of factors in determining the amount of each compensation element for each named executive officer. The range of factors includes Company performance, individual performance and experience, competitive market data, hiring and retention needs, scope of responsibility, and an individual’s potential for making future contributions to the Company. Pearl Meyer and the Compensation Committee utilize a core industry peer group of 17 publicly traded companies in the life sciences and analytical instrument industry with generally similar revenues and market capitalization as Waters. The industry peer group used for 2023 executive compensation decisions was comprised of the following companies.

  32. Competitive Market Assessment

    | Agilent | IDEXX Laboratories | | Avantor | Illumina | | Bio-Rad Laboratories | Mettler-Toledo | | Bio-Techne | Perkin Elmer | | Catalent | ResMed | | Charles River Laboratories | STERIS | | Cooper Companies | Teleflex | | Edwards Lifesciences | West Pharmaceutical | | Hologic | |

  33. Competitive Market Assessment

    Each year, Pearl Meyer evaluates the peer group for its continued appropriateness for external executive compensation comparisons based on the primary selection criteria of similarity in industry, products and services, revenue, and market capitalization. At the time the peer group was originally selected, we targeted peers with both revenue and market capitalization ranging between 33% to 300% of Waters’ revenue and market capitalization. The Compensation Committee monitors the peer group year to year to determine if changes are needed. The median revenue for the peer group for the four quarters ended prior to September 2022 was $3.9 billion and the median market capitalization for the peer group as of September 2022 was $16.1 billion. Waters’ revenue and market capitalization for the same period were $2.9 billion and $16.1 billion, respectively, representing approximately the 15th percentile of our peer group revenue and 50th percentile of our peer group market capitalization for 2022. Based on this analysis, the Compensation Committee did not adjust our peer group for 2023. Pearl Meyer and the Compensation Committee also utilize independent, globally recognized executive compensation published surveys. The Compensation Committee uses this broad survey data in combination with the peer group data in evaluating our named executive officers’ compensation. The Compensation Committee does not rely upon data from any one individual company included in any of these surveys in making compensation decisions. Data from these surveys and/or the peer companies are combined to develop a primary market composite, which the Compensation Committee uses to compare our named executive officers’ compensation against the market.

  34. ELEMENTS OF EXECUTIVE COMPENSATION

    ELEMENTS OF EXECUTIVE COMPENSATION There are three primary elements of our executive compensation program: base salary, annual incentive awards, and LTI awards. Each element addresses specific objectives of this program and together they are intended to meet the overall philosophy and objectives of our executive compensation program as described above. The mix of short-term cash incentives and long-term equity incentives focuses executives on the achievement of annual and longer-term financial and operating objectives that drive long-term shareholder value. The design of these incentive programs fosters a high degree of performance orientation through the measures chosen for each plan, which emphasize sales growth, profitability and TSR. The short- and long-term incentive plans also enable significant differentiation among individuals through the use of an individual performance modifier under the AIP and LTI grant values based on a number of factors, including individual performance and experience and competitive market data. The Compensation Committee reviews the combined total of these three compensation elements (measured at target for annual and long-term incentives, as applicable, and assuming target performance for PSUs), or target total direct compensation, in order to appropriately position total target direct compensation relative to both the market and the Company’s objectives. Although the amount of each element of compensation for each named executive officer differs based on position-specific market data, the critical nature of the executive’s position to the business, the executive’s level of contribution, and other individual factors, the overall structure and compensation elements utilized in 2023 are consistent for our CEO and our other named executive officers, with the total target direct compensation generally targeted at approximately the 50th percentile of the market.

  35. ELEMENTS OF EXECUTIVE COMPENSATION

    | Compensation Element | Objective | Target Position to Market | 2023 Market for Named Executive Officers (1) | | Base Salary | To attract and retain executives and other key employees. | Generally targeted at or below the 50th percentile of the market. Actual individual salaries may vary based on an executive’s performance, tenure, experience and contributions. | The overall market position for base salaries in 2023 was at approximately the 60th percentile of the market. | | Annual Incentive | To motivate executive officers to achieve challenging financial and operational goals as established by the Compensation Committee at the beginning of the fiscal year. | Target payouts based on 100% achievement of performance goals are generally positioned at or slightly above the 50th percentile in order to achieve a target total cash opportunity (base salary plus target annual incentive) that approximates the 50th percentile of the market. Achievement of threshold performance goals is required for any payout. | The overall market position for total target cash opportunity (that is, the sum of base salary and target annual incentive) was at approximately the 55th percentile of the market. | | Long-Term Performance- Based Equity Incentive Awards | To motivate executives and other key employees to contribute to the Company’s long-term growth of shareholder value and to align compensation with the growth in Waters’ stock price and achievement of the Company’s strategic growth goals. LTI awards are also designed to assist in the retention of executives and key employees. | Annual LTI awards are targeted to be around the 50th percentile of the market. Actual individual grants are determined based on the executive’s position, performance, tenure, experience and contributions. | LTI awards granted in 2023 were at approximately the 45th percentile of the market. |

  36. ELEMENTS OF EXECUTIVE COMPENSATION

    | (1) The 2023 market position described in the above table reflects the analyses completed by Pearl Meyer in the fourth quarter of 2022 based on the market composite data described above. The market position described in the table above includes the cash compensation comprised of base salary and target annual incentive bonus for each named executive officer for 2023, as well as the annual LTI awards granted by the Compensation Committee to our named executive officers in February 2023. |

  37. Annual Incentive

    Annual Incentive The Compensation Committee periodically reviews the Company’s AIP with Pearl Meyer. The objectives of this review are to consider the alignment of this plan with Waters’ compensation philosophy and emphasis on pay-for-performance and to review the performance metrics and goals utilized under the plan to ensure they provide the best ongoing motivators for our executives and other key employees to execute our business strategy and create shareholder value.

  38. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan The AIP is the short-term incentive plan for our named executive officers, other executives, and other key employees. Any potential payout under the 2023 AIP for our CEO and other named executive officers would be based upon the achievement of adjusted non-GAAP organic constant currency revenue growth goals (weighted 50%) and adjusted non-GAAP organic net income growth goals (weighted 50%). The Compensation Committee’s view is that using a constant currency revenue growth metric reinforces the Company’s belief that revenue growth drives our overall success and enables us to continue to invest in future growth and innovation and that the adjusted non-GAAP organic net income growth metric incentivizes operational results and reflects the ongoing operational efforts of our executives and other employees. The AIP also incorporates an individual performance modifier in its plan design, which allows the Compensation Committee to distinguish an individual’s contribution to the overall results achieved against the pre-established corporate performance goals, by increasing or decreasing an individual’s payout by up to 50%, while maintaining specific, measurable objectives. The individual performance modifier permits the Compensation Committee to better recognize individual performance that contributed to our overall results in an amount up to the 200% of target maximum payout cap under the AIP.

  39. Assessment of 2023 Annual Incentive Plan

    Assessment of 2023 Annual Incentive Plan Target annual incentive bonuses for each named executive officer under the AIP are based on a percentage of the executive’s base salary, as follows: Dr. Batra (125% of base salary) and Messrs. Chaubal and Pratt and Ms. Bennett (75% of base salary), with actual bonuses determined based on performance against goals established by the Compensation Committee. A summary of our 2023 AIP payout structure as a percentage of our named executive officer’s base salary is described in the table below.

  40. Assessment of 2023 Annual Incentive Plan

    | 2023 AIP Payout Structure as a Percent of Base Salary(1) | | | | | | Name | Below Threshold Performance | Threshold Performance (0.5 x Target) | Target Performance (1.0 x Target) | Maximum Performance (2.0 x Target) | | Udit Batra, Ph.D. | 0% | 62.5% | 125% | 250% | | Amol Chaubal | 0% | 37.5% | 75% | 150% | | Jianqing Y. Bennett | 0% | 37.5% | 75% | 150% | | Jonathan M. Pratt | 0% | 37.5% | 75% | 150% |

  41. Assessment of 2023 Annual Incentive Plan

    | (1) Payouts are interpolated for performance between threshold, target and maximum levels. There is no payout for performance below threshold. |

  42. Assessment of 2023 Annual Incentive Plan

    For 2023, payouts under the AIP were based upon the achievement of an adjusted non-GAAP organic constant currency revenue growth goal (weighted 50%) and a non-GAAP organic net income growth goal (weighted 50%). Adjusted non-GAAP organic constant currency revenue growth and adjusted non-GAAP organic net income growth are financial measures that are not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines these and other adjusted non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures. Prior to the application of any individual performance modifier, as described below, in order to receive a payout equal to 100% of the executive’s target annual bonus, the Company has to achieve 100% of the target performance goals established for the year. Threshold performance for any metric results in a payout equal to 50% of our named executive officer’s target annual bonus related to that metric, and below threshold performance for any metric results in no payout related to that metric. In 2023, the maximum payout opportunities were 200% of target. The Compensation Committee believes that this maximum payout opportunity is consistent with the Company’s philosophy to position total target cash compensation at the median of the market and to provide the opportunity for greater reward for overachievement of challenging performance goals. As discussed in detail below, the Compensation Committee establishes annual performance goals which are intended to be challenging but achievable if Company performance is strong. In 2023, the Compensation Committee utilized adjusted non-GAAP organic constant currency revenue growth and adjusted non-GAAP organic net income growth as performance metrics under the AIP for our named executive officers. Use of an adjusted non-GAAP organic constant currency revenue growth goal supports the Company’s belief that revenue growth drives our overall success and enables us to continue to invest in future growth and innovation. The adjusted non-GAAP organic constant currency revenue growth goals are based on revenue reported in accordance with GAAP but measure the change in net revenue between two periods, without taking into account the impact of foreign currency exchanges rates during the period and excluding the impact of acquisitions made within twelve months of the acquisition close date. Use of an adjusted non-GAAP organic net income growth goal promotes executive team alignment, focuses the executive team on operational efficiencies and profitable growth, provides a long-term perspective among executives, and drives long-term shareholder value. The adjusted non-GAAP organic net income growth goals are based on the Company’s net income reported in accordance with GAAP but adjusted to exclude certain charges and credits, net of tax, including, but not limited to, purchased intangibles amortization, acquired in-process research and development, restructuring costs and certain other items, pension costs, litigation provisions, and certain income tax items. The Company considers these items not directly related to ongoing operations and performance and therefore excludes them from the performance goals set under the AIP. Net income was also adjusted to exclude the impact of acquisitions made within twelve months of the acquisitions’ close date so the performance goals set under the AIP are more directly related to ongoing operations and performance and comparable to the prior year. The performance goals required for payout under the 2023 AIP are outlined in the table below.

  43. Assessment of 2023 Annual Incentive Plan

    | 2023 AIP Performance Targets and Achievement | | | | | | | 2023 Performance Measures | Below Threshold Performance | Threshold Performance | Target Performance | Maximum Performance | Actual Achievement | | 2023 adjusted non-GAAP organic revenue growth in constant currency over 2022 (weighted 50%) | <4% | 4% | 7% | 14% | -2% | | 2023 adjusted non-GAAP organic net income growth over 2022 (weighted 50%) | <3% | 3% | 6% | 15% | -3% |

  44. Assessment of 2023 Annual Incentive Plan

    Because the threshold performance was not achieved for either the adjusted non-GAAP organic constant currency revenue growth or the adjusted non-GAAP organic net income growth performance metrics, there were no payouts under the AIP for named executive officers in 2023.

  45. Long-Term Performance-Based Equity Incentive Awards

    Long-Term Performance-Based Equity Incentive Awards Multiple factors, considered collectively, are reviewed by the Compensation Committee in determining the overall equity value to award each named executive officer. These factors include competitive market data, dilution, share usage, stock compensation expense, the financial and operational performance of the Company, each named executive officer’s individual performance, and the value of equity grants both individually to each named executive officer and in the aggregate to all named executive officers. The Compensation Committee believes that it is important to provide meaningful reward and recognition opportunities to our named executive officers that are performance-based and are intended to align with long-term value creation to our shareholders. It has been the long-standing practice of the Compensation Committee to utilize non-qualified stock options to align the interests of our named executive officers and other executives with those of Waters’ shareholders. We continue to believe that stock options provide strong alignment between shareholders and these executives because the value of a stock option to an executive is directly related to the stock price appreciation delivered to shareholders following the grant date of the option. If our stock price does not appreciate, the executive will not realize any value with respect to the stock option. The Compensation Committee grants PSUs to provide an equity-based award tied to a performance goal other than absolute increase in stock price (which is the case with stock options). Our shareholders have expressed the view that relative TSR is an appropriate performance metric for use in our PSU program given that it directly correlates to Company and stock price performance, and the Compensation Committee also believes that it is an appropriate and effective metric to further tie compensation realized to performance. Our PSU design was modified in 2020 so that 50% of the award is tied to three-year adjusted non-GAAP constant currency revenue growth, which the Compensation Committee believes is a strong indicator of sustained innovation as it requires a strong new product pipeline to maintain ongoing three-year revenue growth. The three-year constant currency revenue growth metric is an adjusted non-GAAP financial metric that measures the change in net revenue between two periods, without taking into account the impact of foreign currency exchanges rates during the period. The Compensation Committee also grants RSUs from time to time, including to new hires and in connection with promotions. We believe that RSUs serve an important retention function and are appropriate for newly hired and promoted executives in order to increase their stock ownership to align their interests with those of our shareholders. We did not grant any RSUs to our named executive officers in 2023. Annual LTI grants in February 2023 were targeted at the market median for named executive officers and are structured as follows:

  46. Long-Term Performance-Based Equity Incentive Awards

    | • | Approximately 50% of the annual grant value was delivered in the form of stock options and 50% in the form of PSUs (assuming target performance); and |

  47. Long-Term Performance-Based Equity Incentive Awards

    | • | Approximately 50% of the PSU grant value is tied to relative TSR and 50% is tied to three-year adjusted non-GAAP constant currency revenue growth. |

  48. Long-Term Performance-Based Equity Incentive Awards

    Non-qualified stock options generally vest 20% each year on the first five anniversaries of the date of grant, generally subject to continued employment through the applicable vesting date. Non-qualified stock options have an exercise price equal to the closing price of Waters’ common stock on the grant date and have a ten-year term. PSUs vest after the three-year performance period ends based upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. Each earned and vested PSU will be settled by delivery of one share of our common stock. To further align the design of PSUs with the long-term interests of shareholders, all PSUs have a post-vesting holding period on the shares received (after payment of tax) in respect of earned PSUs, which is two years in the case of the CEO and one year in the case of the other named executive officers. Relative TSR-based PSUs, comprising 50% of the annual PSU awards (at target), will be eligible to vest based on the achievement of the Company’s TSR relative to the TSR of each company in the S&P 500 Health Care Index over a three-year performance period. The number of shares earned under the relative TSR-based PSUs will be determined based on the relative TSR achieved as compared to TSR for the companies included in the S&P 500 Health Care Index, with straight line interpolation between these performance levels, as shown in the chart below.

  49. Long-Term Performance-Based Equity Incentive Awards

    | TSR Percentile Rank | Applicable Payout Percentage of Target for Relative TSR-based PSUs | | = > 75th Percentile | 200% | | 50th Percentile | 100% | | < = 25th Percentile | 0% |

  50. Long-Term Performance-Based Equity Incentive Awards

    If Waters’ TSR is negative, in no event will more than 100% of the target number of shares subject to the relative TSR-based portion of an award be earned. Revenue-based PSUs, comprising 50% of the annual PSU awards (at target), will be eligible to be earned and vest based on the achievement of an adjusted non-GAAP constant currency compound annual growth rate goal over a three-year performance period. The threshold, target, and maximum performance goals will be established on the grant date and based on the Company’s long-term strategic plan as of that date. These goals are intended to be challenging but achievable if Company performance is strong. The number of shares earned under the revenue-based PSUs will be determined based on the adjusted non-GAAP constant currency growth rate achieved and can range from 0% of the target shares subject to the revenue-based PSUs if the minimum threshold growth rate is not met, 100% of the target shares subject to the revenue-based PSUs if the target growth rate is achieved, to a maximum of 200% of the target shares subject to the revenue-based PSUs if the maximum growth rate is achieved, with straight line interpolation between these performance levels. Competitive market data for long-term performance-based equity incentive awards is prepared for the Compensation Committee by Pearl Meyer. As noted above, the Compensation Committee uses this data as one of the factors in determining the size of the equity grant for each named executive officer.

  51. 2021-2023 PSU Performance Results

    2021-2023 PSU Performance Results The PSUs granted in February 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for these awards was 50% based on relative TSR and 50% based on adjusted non-GAAP constant currency revenue growth over a three-year period. Relative TSR for the three-year performance period ending on December 31, 2023 was 29%, or in the 67th percentile of the S&P 500 Health Care Index, resulting in a payout of 169% of target for the portion of PSUs based on relative TSR. The three-year compound annual growth rate of revenue for the performance period ending on December 31, 2023 was 8% and 9% on a GAAP and adjusted non-GAAP constant currency basis, respectively. This level of achievement exceeded the revenue-based PSU target of 6% on an adjusted non-GAAP constant currency basis and resulted in a payout of 157% of target for the portion of PSUs based on adjusted non-GAAP constant currency revenue growth.

  52. Severance and Change of Control Arrangements

    Severance and Change of Control Arrangements The Company provides severance protection to each of our named executive officers pursuant to a Change of Control/Severance Agreement in the event that their employment is terminated by the Company without cause or they resign for good reason in connection with a change of control. Our severance and change of control protections are designed to ensure continuity of executive leadership in the event of a change of control of the Company and to ensure the ability of executives to evaluate a potential change of control in the best interests of the Company and shareholders. For a description of the severance and change of control protections in our named executive officers’ Change of Control/Severance Agreements, please see the “— Payments Upon Termination or Change of Control” section of this Proxy Statement. The Company also provides Dr. Batra and Mr. Chaubal with certain severance protections pursuant to their employment agreement or offer letter in the event their employment is terminated by the Company other than for cause or if the executive resigns for good reason outside of the change of control context, as described below in the “— Payments Upon Termination or Change of Control” section of this Proxy Statement.

  53. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation of our named executive officers for the years ended December 31, 2023, 2022 and 2021.

  54. Summary Compensation Table

    | 2023 Summary Compensation Table | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Udit Batra, Ph.D. President and Chief Executive Officer (a) | 2023 | $1,097,500 | — | $3,825,193 | $3,750,043 | — | $69,444 | $8,742,180 | | | 2022 | $1,038,472 | — | $3,044,893 | $3,249,907 | $2,056,778 | $19,500 | $9,409,550 | | | 2021 | $1,000,000 | — | $2,785,291 | $2,499,991 | $2,350,241 | $18,036 | $8,653,559 | | Amol Chaubal Senior Vice President and Chief Financial Officer | 2023 | $563,750 | — | $1,024,196 | $999,951 | — | $71,915 | $2,659,812 | | | 2022 | $533,663 | — | $948,004 | $949,948 | $634,833 | $65,815 | $3,132,263 | | | 2021 | $300,000 | $200,000 | $749,991 | $749,996 | $470,048 | $17,400 | $2,487,435 | | Jianqing Y. Bennett Senior Vice President, TA Instruments Division | 2023 | $601,292 | — | $752,817 | $734,919 | — | $19,800 | $2,108,828 | | | 2022 | $584,351 | — | $748,426 | $749,970 | $636,316 | $21,006 | $2,740,069 | | | 2021 | $399,785 | — | $999,888 | $649,945 | $560,673 | $17,400 | $2,627,691 | | Jonathan M. Pratt Former Senior Vice President, Waters Division (a) | 2023 | $568,577 | — | $819,434 | $800,013 | — | $75,408 | $2,263,432 | | | 2022 | $584,351 | — | $748,426 | $749,970 | $694,163 | $81,221 | $2,858,131 | | | 2021 | $516,308 | — | $713,247 | $649,900 | $747,565 | $46,651 | $2,673,671 |

  55. Summary Compensation Table

    | (a) Dr. Batra did not receive additional compensation for his service as a director in 2023, 2022 or 2021. Mr. Pratt terminated employment with Waters on October 27, 2023. |

  56. Summary Compensation Table

    | (b) Reflects the base salary earned by the named executive officers during 2023, 2022 and 2021. |

  57. Summary Compensation Table

    | (c) Reflects the sign-on bonus paid to Mr. Chaubal in conjunction with his commencement of employment with the Company. |

  58. Summary Compensation Table

    | (d) Reflects the aggregate grant date fair value of PSUs and/or RSUs granted to the named executive officer in the applicable year, in each case, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the PSUs that are eligible to be earned based on relative TSR was determined based on a Monte Carlo simulation model, which is based on the probable outcome of the performance conditions associated with such portion of the award, and includes a discount for the post-vesting holding period. The grant date fair value of the PSUs that are eligible to be earned based on three-year adjusted non-GAAP constant currency revenue growth and the RSUs was determined by multiplying the number of shares subject to the award (at target for the PSUs) by the closing price of Waters’ common stock on the date the award was granted, and includes a discount for the post-vesting holding period for PSUs. The assumptions used to calculate the foregoing amounts are disclosed in Note 14 to the Waters Corporation Annual Report on Form 10-K for the years ended December 31, 2023, 2022 and 2021, as applicable. The aggregate grant date fair value of the PSUs granted during 2023, assuming achievement of the highest level of performance, was $7,650,386 for Dr. Batra, $2,048,392 for Mr. Chaubal, $1,505,634 for Ms. Bennett and $1,638,869 for Mr. Pratt. The aggregate grant date fair value of the PSUs granted during 2022, assuming achievement of the highest level of performance, was $6,089,786 for Dr. Batra, $1,896,008 for Mr. Chaubal and $1,496,852 for each of Ms. Bennett and Mr. Pratt. The aggregate grant date fair value of the PSUs granted during 2021, assuming achievement of the highest level of performance, was $5,570,582 for Dr. Batra and $1,126,634 for Mr. Pratt. |

  59. Summary Compensation Table

    | (e) Reflects the aggregate grant date fair value of non-qualified stock options granted to the named executive officer in the applicable year, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used to calculate these amounts are disclosed in Note 14 to the Waters Corporation Annual Report on Form 10-K for the years ended December 31, 2023, 2022, and 2021, |

  60. Summary Compensation Table

    | as applicable. The closing price of the Company’s common stock on February 8, 2023, the date that stock options were granted to Dr. Batra, Messrs. Chaubal and Pratt and Ms. Bennett, was $342.29. The closing price of the Company’s common stock on February 17, 2022, the date that stock options were granted to Dr. Batra, Messrs. Chaubal and Pratt and Ms. Bennett, was $314.98. The closing price of the Company’s common stock on February 18, 2021, the date that stock options were granted to Dr. Batra and Mr. Pratt, was $280.80. The closing price of the Company’s common stock on May 12, 2021, April 5, 2021 and May 3, 2021, the dates that stock options were granted to Mr. Chaubal, Ms. Bennett and Mr. Pratt, respectively, was $303.64, $295.65 and $301.67, respectively. |

  61. Summary Compensation Table

    | (f) Reflects the annual incentive compensation earned in 2023, 2022 and 2021 under the Company’s AIP. |

  62. Summary Compensation Table

    | (g) Includes the matching contribution made for the benefit of each named executive officer under the 401(k) Restoration Plan, a non-qualified retirement plan, and our 401(k) Plan, a qualified retirement plan. The amounts included in the “Tax Gross-Ups” column below represent reimbursement for taxes related to service awards granted upon achievement of specific service milestones, a practice established for all employees of the Company. The amounts included in the “Other” column below represents service awards for Dr. Batra, as he achieved his three-year service milestone in 2023. A summary of these amounts for 2023 is provided in the table below: |

  63. Summary Compensation Table

    | Named Executive Officer | Matching Contributions 401(k) Restoration Plan and 401(k) Plan | Tax Gross-Ups | Other | | Udit Batra, Ph.D. | $69,300 | $64 | $80 | | Amol Chaubal | $71,915 | — | — | | Jianqing Y. Bennett | $19,800 | — | — | | Jonathan M. Pratt | $75,408 | — | — |

  64. Summary Compensation Table

    | (h) Reflects the total of compensation elements reported in columns (b) through (g) for 2023 and, if applicable, 2022 and 2021. |

  65. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth the range of potential payouts under the AIP and the grants of stock options and PSUs made to our named executive officers in the year ended December 31, 2023.

  66. Grants of Plan-Based Awards

    | 2023 Grants of Plan-Based Awards | | | | | | | | | | | | | Name | Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | | (a) | (a) | (a) | (b) | (b) | (b) | (c) | (d) | (e) | | Udit Batra, Ph.D. | Stock Option | 2/8/2023 | — | — | — | — | — | — | 28,978 | $342.29 | $3,750,043 | | | PSU | 2/8/2023 | — | — | — | 5,477 | 10,955 | 21,910 | — | — | $3,825,193 | | | AIP | — | $343,750 | $1,375,000 | $2,750,000 | — | — | — | — | — | — | | Amol Chaubal | Stock Option | 2/8/2023 | — | — | — | — | — | — | 7,727 | $342.29 | $999,951 | | | PSU | 2/8/2023 | — | — | — | 1,460 | 2,921 | 5,842 | — | — | $1,024,196 | | | AIP | — | $105,937 | $423,750 | $847,500 | — | — | — | — | — | — | | Jianqing Y. Bennett | Stock Option | 2/8/2023 | — | — | — | — | — | — | 5,679 | $342.29 | $734,919 | | | PSU | 2/8/2023 | — | — | — | 1,073 | 2,147 | 4,294 | — | — | $752,817 | | | AIP | — | $112,875 | $451,500 | $903,000 | — | — | — | — | — | — | | Jonathan M. Pratt | Stock Option | 2/8/2023 | — | — | — | — | — | — | 6,182 | $342.29 | $800,013 | | | PSU | 2/8/2023 | — | — | — | 1,168 | 2,337 | 4,674 | — | — | $819,434 | | | AIP | — | $114,000 | $456,000 | $912,000 | — | — | — | — | — | — |

  67. Grants of Plan-Based Awards

    | (a) Reflects the range of potential payouts under the Company’s AIP for threshold, target and maximum performance for 2023. The amount listed in the threshold column is equal to the threshold level payout based on the achievement of Company performance goals, reduced by 50% for the individual performance modifier based on individual performance. The amount listed in the maximum column is equal to the maximum payout based on the achievement of Company and individual performance goals (200% of target). For a description of the AIP, please refer to the section titled “— Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive” above. |

  68. Grants of Plan-Based Awards

    | (b) Reflects the number of PSUs granted by the Compensation Committee under the Company’s 2020 Equity Incentive Plan on February 8, 2023 to each of our named executive officers. The PSU grants for 2023 are eligible to be earned based 50% on relative TSR and 50% on three-year adjusted non-GAAP constant currency revenue growth. The PSUs based on relative TSR are earned if the Company’s TSR meets or exceeds a specified level of TSR relative to the TSR for the companies included in the S&P 500 Health Care Index over a three-year performance period, generally subject to continued employment through the vesting date of the award. The PSUs based on three-year adjusted non-GAAP constant currency revenue growth are earned if the Company’s three-year compound annual growth rate meets or exceeds a specified level, generally subject to continued employment through the vesting date of the award. Amounts in the threshold column with respect to the PSUs reflect the number of PSUs that would be earned if threshold performance were achieved (in the case of PSUs based on relative TSR, a TSR percentile rank above the 25th percentile and in the case of PSUs based on three-year adjusted non-GAAP constant currency revenue growth, a revenue growth rate above the threshold goal), amounts in the target column (100% of the target award) reflect the number of PSUs that would be earned if target performance were achieved (in the case of PSUs based on relative TSR, a TSR percentile rank of 50th percentile and in the case of PSUs based on three-year adjusted non-GAAP constant currency revenue growth, a revenue growth rate of the target performance goal), and amounts in the maximum column (200% of the target award) reflect the number of PSUs that would be earned if maximum performance were achieved (in the case of PSUs based on relative TSR, a TSR percentile rank of 75th percentile or greater and in the case of PSUs based on three-year adjusted non-GAAP constant currency revenue growth, a revenue growth rate above the maximum goal). The number of PSUs earned under each metric is interpolated between threshold, target, and maximum performance levels. |

  69. Grants of Plan-Based Awards

    | (c) Reflects the number of non-qualified stock options granted by the Compensation Committee under the Company’s 2020 Equity Incentive Plan on February 8, 2023 to each of our named executive officers. The stock options granted in 2023 vest as to 20% of the underlying shares each year on the first five anniversaries of the date of grant, generally subject to continued employment through the applicable vesting date. |

  70. Grants of Plan-Based Awards

    | (d) Reflects the closing price of a share of our common stock on the grant date of the stock option. |

  71. Grants of Plan-Based Awards

    | (e) Amounts shown in this column, with respect to non-qualified stock options granted in 2023, reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Amounts shown in this column, with respect to PSUs that are eligible to be earned based on relative TSR, were determined based on a Monte Carlo simulation model, which is based on the probable outcome of the performance conditions associated with such portion of the award, and includes a discount for the post-vesting holding period. The grant date fair value of the PSUs that are eligible to be earned based on three-year adjusted non-GAAP constant currency revenue growth was determined by multiplying the number of shares subject to the award (at target) by the closing price of Waters’ common stock on the date the award was granted and includes a discount for the post-vesting holding period. Assuming the maximum level of performance is achieved, the aggregate grant date fair value of the PSUs granted in 2023 was $7,650,386 for Dr. Batra, $2,048,392430 for Mr. Chaubal, $1,505,634 for Ms. Bennett and $1,638,869 for Mr. Pratt. The assumptions used to calculate these amounts are disclosed in Note 14 to the Annual Report. |

  72. Narrative Disclosure to the Summary Compensation Table and the Grants of Plan Based Awards Table

    Narrative Disclosure to the Summary Compensation Table and the Grants of Plan Based Awards Table Dr. Batra, Mr. Chaubal and Ms. Bennett are party to an employment agreement or offer letter with us. Pursuant to Dr. Batra’s employment agreement, which was entered into in connection with his commencement of employment with us in 2020, he is entitled to an initial base salary of $1,000,000, which has subsequently been increased, and is entitled to a target annual incentive bonus equal to 125% of his base salary. In 2021, Mr. Chaubal and Ms. Bennett each entered into an offer letter with us in connection with their respective commencements of employment, which entitled them to an initial annual base salary of $500,000 and $568,000, respectively, which have subsequently been increased, and a target annual incentive bonus equal to 75% of their base salaries. Mr. Pratt did not receive any severance payments or benefits in connection with his termination of employment on October 27, 2023. Each of our named executive officers is entitled to participate in our employee benefit plans. The severance payments and benefits to which each of our named executive officers are entitled are described under the “— Payments Upon Termination or Change of Control” section of this Proxy Statement. Each of our named executive officers was eligible to participate in the Company’s AIP for 2023. Each of our named executive officers was granted non-qualified stock options in 2023. The non-qualified stock option awards listed in the Grants of Plan-Based Awards Table vest as to 20% of the underlying shares on each of the first five anniversaries of the date of grant, generally subject to continued employment through the applicable vesting date, have a ten-year term, and have an exercise price equal to the closing market price of the Company’s common stock on the date of grant. Each of our named executive officers was granted PSUs in 2023. The PSUs listed in the Grants of Plan-Based Awards Table may be earned as to 50% based on the Company’s TSR relative to the TSR for the companies included in the S&P 500 Health Care Index over a three-year performance period and as to 50% based on the Company’s three-year adjusted non-GAAP constant currency revenue growth rate. The PSUs, to the extent earned, vest after the end of the three-year performance period, generally subject to continued employment through the vesting date of the award. The maximum payout for PSUs is 200% of target. There is a post-vesting holding requirement for shares earned in respect of PSU awards of two years for the CEO and one year for other executive officers.

  73. Outstanding Equity Awards

    Outstanding Equity Awards The table below sets forth the outstanding equity awards held by each of our named executive officers as of December 31, 2023. Mr. Pratt forfeited his unvested equity awards when he resigned in October 2023 and did not have any outstanding equity awards as of December 31, 2023.

  74. Outstanding Equity Awards

    | Outstanding Equity Awards at Fiscal Year-End 2023 | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | | (a) | (a) | | (a) | | | (b) | (b) | | Udit Batra, Ph.D. | 21,046 | 14,031 | $212.02 | 9/1/2030 | — | — | — | — | | | 10,795 | 16,194 | $280.80 | 2/18/2031 | 13,843(d) | $4,557,531(d) | — | — | | | 6,078 | 24,312 | $314.98 | 2/17/2032 | — | — | 20,636 | $6,793,990 | | | — | 28,978 | $342.29 | 2/8/2033 | — | — | 21,910 | $7,213,429 | | Amol Chaubal | 3,436 | 5,156 | $303.64 | 5/12/2031 | 1,482(c) | $487,919(c) | — | — | | | 1,776 | 7,107 | $314.98 | 2/17/2032 | — | — | 6,032 | $1,985,915 | | | — | 7,727 | $342.29 | 2/8/2033 | — | — | 5,842 | $1,923,362 | | Jianqing Y. Bennett | 2,847 | 4,271 | $295.65 | 4/5/2031 | 2,030(c) | $668,337(c) | — | — | | | 1,402 | 5,611 | $314.98 | 2/17/2032 | — | — | 4,762 | $1,567,793 | | | — | 5,679 | $342.29 | 2/8/2033 | — | — | 4,294 | $1,413,714 |

  75. Outstanding Equity Awards

    | (a) The expiration date for all non-qualified stock option grants is ten years from the date of grant. All non-qualified stock options vest as to 20% of the underlying shares on each of the first, second, third, fourth and fifth anniversaries of the date of grant, generally subject to continued employment through the applicable vesting date. |

  76. Outstanding Equity Awards

    | (b) PSUs that vest upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award following the end of the three-year performance period on December 31, 2024 (for PSUs granted on February 17, 2022) and December 31, 2025 (for PSUs granted on February 8, 2023), generally subject to continued employment through that date. Amounts included in these columns are the number of PSUs that would be earned based upon maximum performance for PSUs granted on February 17, 2022 and February 8, 2023, in each case, as well as their value based on such numbers of PSUs multiplied by $329.23, which is the closing price of Waters common stock on December 31, 2023. |

  77. Outstanding Equity Awards

    | (c) RSUs granted to Mr. Chaubal and Ms. Bennett on May 12, 2021 and April 5, 2021, respectively, vest as to 20% per year on each of the first five anniversaries of the date of grant. RSU grants are generally subject to continued employment through the applicable vesting date. Dollar amounts included in the column have been determined by multiplying the number of outstanding RSUs by $329.23, which was the closing price of Waters common stock on December 31, 2023. |

  78. Outstanding Equity Awards

    | (d) PSUs that vested in February 2024 based on the achievement of the performance conditions stated in the award with respect to the three-year performance period ending on December 31, 2023. The amounts included are the number of PSUs that were earned based upon performance (169% of target for PSUs based on relative TSR and 157% of target for PSUs based on three-year adjusted non-GAAP constant currency revenue growth), as well as their value determined by multiplying the number of earned PSUs by $329.23, which is the closing price of Waters common stock on December 31, 2023. |

  79. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below sets forth certain information regarding stock option awards exercised by, and shares of our common stock delivered upon vesting of PSUs and RSUs to, our named executive officers during the last fiscal year.

  80. Option Exercises and Stock Vested

    | Option Exercises and Stock Vested Fiscal Year 2023 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | | | (a) | | (b) | | Udit Batra, Ph.D. | — | — | 3,931 | $1,104,690 | | Amol Chaubal | — | — | 494 | $133,874 | | Jianqing Y. Bennett | — | — | 676 | $204,598 | | Jonathan M. Pratt | 13,032 | $463,583 | 3,732 | $1,143,272 |

  81. Option Exercises and Stock Vested

    | (a) Equals the Company’s stock price on the exercise date, minus the per share exercise price of the non-qualified stock option, multiplied by the number of shares acquired on exercise. |

  82. Option Exercises and Stock Vested

    | (b) Equals the Company’s stock price on the vesting date multiplied by the number of shares acquired on vesting. |

  83. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below summarizes non-qualified deferred compensation plan benefits in the last fiscal year for our named executive officers.

  84. Non-Qualified Deferred Compensation

    | Non-Qualified Deferred Compensation | | | | | | | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | | (a) | (b) | (c) | | (d) | | Udit Batra, Ph.D. | $109,750 | $49,500 | $22,404 | — | $181,654 | | Amol Chaubal | $275,012 | $52,115 | $68,829 | — | $513,986 | | Jianqing Y. Bennett | — | — | — | — | — | | Jonathan M. Pratt | $459,610 | $55,608 | $190,317 | — | $1,104,087 |

  85. Non-Qualified Deferred Compensation

    | (a) Amounts in this column are also reported as salary (column (b)) in the Summary Compensation Table. |

  86. Non-Qualified Deferred Compensation

    | (b) Amounts in this column represent Company contributions to the 401(k) Restoration Plan. These amounts are also reported under the All Other Compensation column (column (g)) in the Summary Compensation Table. |

  87. Non-Qualified Deferred Compensation

    | (c) Amounts reported in this column reflect participant-directed earnings in investment vehicles that are consistent with those offered under the qualified 401(k) Plan, with the exception of Waters common stock, the self-directed Brokeragelink Option, and the Fidelity Managed Income Portfolio. These amounts are not included in the Summary Compensation Table because the earnings are not “above-market” or preferential. |

  88. Non-Qualified Deferred Compensation

    | (d) The aggregate balance amounts under the 401(k) Restoration Plan include deferrals made for prior years. For individuals who were named executive officers in the years in which the deferrals were made, the amount of the deferred compensation was included in such individuals’ compensation as reported in the Summary Compensation Table included in the proxy statement for the applicable year. |

  89. Non-Qualified Deferred Compensation

    All non-qualified deferred compensation contributions made by the named executive officers, or by the Company on behalf of the named executive officers, are made under the 401(k) Restoration Plan. The purpose of the 401(k) Restoration Plan is to allow certain executives and highly compensated employees to defer salary, commissions, and bonus payments to a non-qualified retirement plan in addition to the amount permitted to be deferred under the 401(k) Plan ($22,500 in 2023, or $30,000 if age 50 or older). The 401(k) Restoration Plan is also intended to permit participants to receive the additional matching contributions that they would have been eligible to receive under the 401(k) Plan if the Internal Revenue Service limits on compensation for such plan ($330,000 in 2023) did not apply. Upon termination of employment or retirement from the Company, account balances are distributed according to the payment option and form of payment (e.g., lump sum or installment payments) elected by the participant at time of deferral.

  90. PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  91. Cash Change of Control Severance Benefits

    | • | Any outstanding equity awards will vest or become exercisable, as applicable; provided that, performance stock units or other performance-based awards will be governed by the terms of the applicable award agreement and 2020 Equity Incentive Plan; and |

  92. Cash Change of Control Severance Benefits

    | • | Any outstanding equity awards will vest or become exercisable, as applicable; and |

  93. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE In accordance with SEC rules, we are required to disclose the ratio of the median of the annual total compensation of all of our employees (other than the CEO) to the annual total compensation of our CEO. To identify the median of the compensation of all of our employees (other than our CEO) in 2023, we first identified our total employee population as of December 31, 2023, which consisted of 8,074 employees, of which 3,020 employees were located in the United States and 5,054 employees were located in non-U.S. jurisdictions. As permitted by SEC rules, we then excluded all employees (352 total) from the following countries/jurisdictions: Sweden (56), Australia (50), Austria (38), Denmark (33), Malaysia (28), Poland (25), Puerto Rico (21), Hungary (20), Czech Republic (18), Israel (18), Hong Kong (14), United Arab Emirates (11), Portugal (8), Finland (6) and Norway (6). After excluding these employees, our employee population for purposes of identifying the median employee consisted of 7,722 employees, of which 3,020 employees were located in the United States and 4,702 employees were located in non-U.S. jurisdictions. To identify the median of the compensation of all our employees (other than our CEO), we used total cash compensation, including 2023 base salary and actual bonus paid in 2023 in respect of fiscal 2022 performance, with salaries annualized for those permanent employees who did not work for the full year. Reasonable estimates of cash compensation were made for those employees who were hired during 2023 using their 2023 base salary and target bonus amounts. Compensation for non-U.S. employees was converted to U.S. dollars based on average fourth quarter foreign currency exchange rates. With respect to our median employee, we then identified and calculated the elements of such employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table in the Proxy Statement above. We determined that, for fiscal 2023, (1) the median of the annual total compensation of all of our employees, other than our CEO, was $76,668, and (2) the 2023 annual total compensation of our CEO was $8,742,180. As a result, the estimated ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO), was approximately 114-to-1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  94. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As discussed in the section “— Compensation of Directors and Executive Officers” above, our 2023 performance-based compensation (target annual incentive award and grant date value of long-term equity incentives (assuming target performance for PSUs)) represented approximately 89% of the target total direct compensation for our CEO, Dr. Batra, and approximately 78% of the target total direct compensation for all other named executive officers as a group. The table below summarizes the most important measures for determining NEO pay.

  95. PAY VERSUS PERFORMANCE

    | Most Important Measures for Determining Named Executive Officer Performance-Based Pay | | Adjusted non-GAAP constant currency revenue | | Adjusted non-GAAP net income | | Relative total shareholder return |

  96. PAY VERSUS PERFORMANCE

    Our variable compensation includes annual incentives based on achievement of adjusted non-GAAP organic constant currency revenue and adjusted non-GAAP organic net income performance goals, PSUs are based on our TSR relative to peers and three-year adjusted non-GAAP constant currency revenue goals and stock options only have value if the price of our common stock appreciates after grant. The Company has determined that adjusted non-GAAP organic net income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company in 2023 to link executive compensation actually paid (“CAP”) to the Company’s named executive officer to Company performance. Adjusted non-GAAP organic net income promotes executive team alignment, focuses the executive team on operational efficiencies and profitable growth, provides a long-term perspective among executives and drives long-term shareholder value. Adjusted non-GAAP organic net income is based on net income reported in accordance with GAAP but adjusted to exclude certain charges and credits that the Company considers not directly related to ongoing operations or overall performance of the Company and to exclude the impact of acquisitions made within twelve months of the acquisition close date. The table below sets forth executive compensation and financial performance disclosures required in accordance with SEC rules. Executive CAP is calculated as prescribed under SEC rules and does not represent compensation in addition to what is disclosed under the section “— Compensation of Directors and Executive Officers” above.

  97. PAY VERSUS PERFORMANCE

    | Compensation Actually Paid Table | | | | | | | | | | | | Year | Summary Compensation Table Total for Current PEO | Compensation Actually Paid to Current PEO | Summary Compensation Table Total for Former PEO | Compensation Actually Paid to Former PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | GAAP Net Income | Adjusted Non- GAAP Organic Net Income | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $8,742,180 | ($1,120,813) | N/A | N/A | $2,344,024 | ($937,105) | $140.91 | $100.82 | $642,234,000 | $707,035,000 | | 2022 | $9,409,550 | $10,833,283 | N/A | N/A | $2,694,092 | $2,823,562 | $146.62 | $109.38 | $707,755,000 | $725,192,000 | | 2021 | $8,653,559 | $19,061,746 | N/A | N/A | $2,443,255 | $4,095,176 | $159.47 | $163.56 | $692,843,000 | $694,658,000 | | 2020 | $5,713,517 | $6,977,473 | $12,232,506 | ($5,656,107) | $1,919,848 | $356,273 | $105.89 | $132.80 | $521,571,000 | $565,101,000 |

  98. PAY VERSUS PERFORMANCE

    | (b) Represents the total from the Summary Compensation Table in each applicable year for Dr. Batra, who has served as the Company’s President and CEO effective September 1, 2020, and Mr. Christopher J. O’Connell, who transitioned from his position as President and CEO of the Company on September 1, 2020 and served as a senior advisor until December 31, 2020. |

  99. PAY VERSUS PERFORMANCE

    | (c) Represents the amount of CAP to Dr. Batra and Mr. O’Connell, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation |

  100. PAY VERSUS PERFORMANCE

    | earned by or paid to Dr. Batra or Mr. O’Connell during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to Dr. Batra’s or Mr. O’Connell’s compensation. See reconciliation below for adjustments made to the Summary Compensation Table to determine CAP for the relevant year. |

  101. PAY VERSUS PERFORMANCE

    | (d) Represents the average of the total from the Summary Compensation Table in each applicable year for other named executive officers as a group, other than the principal executive officers (Dr. Batra and Mr. O’Connell). The other named executive officers (excluding Dr. Batra and Mr. O’Connell) included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2023, Amol Chaubal, Jianqing Y. Bennett and Jonathan M. Pratt; (ii) for 2022, Amol Chaubal, Jianqing Y. Bennett, Jonathan M. Pratt and Keeley A. Aleman; (iii) for 2021, Amol Chaubal, Jianqing Y. Bennett, Belinda G. Hyde, Jonathan M. Pratt and Michael F. Silveira; and (iv) for 2020, Sherry L. Buck, Michael C. Harrington, Ian S. King and Jonathan M. Pratt. |

  102. PAY VERSUS PERFORMANCE

    | (e) Represents the average amount of CAP to the other named executive officers as a group (excluding Dr. Batra and Mr. O’Connell), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the other named executive officers as a group (excluding Dr. Batra and Mr. O’Connell) during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of the other named executive officers. See reconciliation below for adjustments made to the Summary Compensation Table to determine CAP for the relevant year. |

  103. PAY VERSUS PERFORMANCE

    | (f) Represents the cumulative total return on $100 invested in the Company’s common stock as of December 31, 2019 (the last day of public trading of the Company’s common stock in fiscal year 2019) through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation S-K. The Company has not paid any dividends since its IPO. |

  104. PAY VERSUS PERFORMANCE

    | (g) Represents the weighted cumulative total return on $100 invested as of December 31, 2019 (the last day of public trading in fiscal year 2019) through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation S-K, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the SIC Code 3826 Index – Laboratory Analytical Instruments. The return of this index is calculated assuming reinvestment of dividends during the period presented. |

  105. PAY VERSUS PERFORMANCE

    | (h) Represents GAAP net income as disclosed in the Waters Corporation Annual Report on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020, as applicable. |

  106. PAY VERSUS PERFORMANCE

    | (i) Represents adjusted non-GAAP organic net income, which is a financial measure that is not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines this and other adjusted non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures. |

  107. PAY VERSUS PERFORMANCE

    The table below summarizes the reconciliation of compensation from the Summary Compensation Table above to compensation actually paid as calculated under SEC rules. The valuation assumptions used to calculate the fair values of options, RSUs and PSUs include the stock price as of the applicable measuring date and, in the case of PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The Company does not have a pension plan or equity awards that vest in the same year they are granted.

  108. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table to Compensation Actually Paid Table | | | | | | | | | | Executive Officer | Year | Summary Compensation Table Total | Reported Grant Date Value of Equity Awards | Year End Fair Value of Equity Awards Granted During the Year | Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year | Year Over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years | Amount Deducted for Forfeitures | Compensation Actually Paid | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Current PEO | 2023 | $8,742,180 | ($7,575,236) | $4,113,582 | ($845,547) | ($5,555,792) | — | ($1,120,813) | | | 2022 | $9,409,550 | ($6,294,800) | $8,396,507 | ($859,208) | $181,234 | — | $10,833,283 | | | 2021 | $8,653,559 | ($5,285,282) | $10,507,886 | $1,581,675 | $3,603,908 | — | $19,061,746 | | | 2020 | $5,713,517 | ($4,999,866) | $6,263,822 | — | — | — | $6,977,473 | | Former PEO | 2020 | $12,232,506 | ($6,134,183) | — | ($697,354) | — | ($11,057,076) | ($5,656,107) | | Average for Non-PEO NEOs | 2023 | $2,344,024 | ($1,710,443) | $638,557 | ($209,848) | ($404,372) | ($1,595,023) | ($937,105) | | | 2022 | $2,694,092 | ($1,510,829) | $1,962,571 | ($174,706) | ($147,566) | — | $2,823,562 | | | 2021 | $2,443,255 | ($1,384,327) | $2,306,695 | $49,978 | $679,575 | — | $4,095,176 | | | 2020 | $1,919,848 | ($1,269,585) | $952,400 | ($69,516) | ($220,479) | ($956,395) | $356,273 |

  109. PAY VERSUS PERFORMANCE

    | (a) Represents the total from the Summary Compensation Table in each applicable year. |

  110. PAY VERSUS PERFORMANCE

    | (b) The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Options Awards” columns in the Summary Compensation Table for the applicable year. |

  111. PAY VERSUS PERFORMANCE

    | (c) Represents the year-end fair value of equity awards granted in the applicable year that are outstanding and unvested as of the end of the year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. |

  112. PAY VERSUS PERFORMANCE

    | (d) Represents the fair value of equity awards that vested during the applicable year on the date of vesting as compared with the fair value at the beginning of the applicable fiscal year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. |

  113. PAY VERSUS PERFORMANCE

    | (e) Represents the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. |

  114. PAY VERSUS PERFORMANCE

    | (f) Represents the fair value of equity awards forfeited during the applicable year as recomputed in accordance with FASB ASC Topic 718 on the date of forfeiture as compared with the fair value at the beginning of the applicable fiscal year. |

  115. PAY VERSUS PERFORMANCE

    | (g) Represents the total CAP from the Compensation Actually Paid Table. |

  116. Narrative Disclosure to the Compensation Actually Paid Table and the Reconciliation of Summary Compensation Table to Compensation Actually Paid Table

    Narrative Disclosure to the Compensation Actually Paid Table and the Reconciliation of Summary Compensation Table to Compensation Actually Paid Table The cumulative total return of the Company’s common stock on December 31, 2023 as compared to December 31, 2019 was 141% as compared to 101% for the peer group presented for this purpose (the SIC Code 3826 Index – Laboratory Analytical Instruments). The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted non-GAAP organic net income for the years ended December 31, 2023, 2022, 2021 and 2020. Overall, the Company believes that the performance measures utilized in our incentive programs have appropriate alignment to the Company’s financial performance so that pay for performance incentivizes sustainable shareholder value creation. The amount of CAP to Dr. Batra (and Mr. O’Connell, as applicable) and the average amount of CAP to the other named executive officers as a group (excluding Dr. Batra and Mr. O’Connell) is generally aligned with the Company’s cumulative TSR over the four years presented in the table. CAP is significantly impacted by changes in our stock price due to the fact that long-term equity incentives generally comprise more than 50% of our annual target total direct compensation for named executive officers and CAP includes the change in fair value for all equity awards that were outstanding and unvested at year-end or awards that vested during the year. Non-qualified stock options and RSUs granted to our named executive officers generally vest over a period of five years, while PSUs vest after the three-year performance period; therefore, CAP for a given year may include up to five years of equity awards, depending on an executive officer’s tenure, awards granted and applicable vesting periods. Furthermore, CAP will increase over the years for executive officers that have joined the Company within the last five years, as in the case of our recent new leadership, because the number of equity grants with open vesting periods held by the executive officer will increase each year until he or she reaches the maximum number of annual grants that remain unvested. In addition, CAP will be lower when an executive officer forfeits equity awards on a termination of service, as in the case of Mr. O’Connell and Ms. Buck at the end of 2020 and Mr. Pratt in 2023. In general, CAP increases when the Company’s stock price increases as compared with the prior year end and decreases when the Company’s stock price decreases as compared with the prior year end. The amount of CAP to Dr. Batra (and Mr. O’Connell, as applicable) and the average amount of CAP to the named executive officers as a group (excluding Dr. Batra and Mr. O’Connell) is generally aligned with the Company’s net income over the four years presented in the table. The Company believes that net income growth drives shareholder value and, therefore, has included an adjusted non-GAAP organic net income metric (weighted 50%) under the AIP and has chosen this as the Company Selected Measure for 2023. AIP generally represents 14%-20% of our annual target total direct compensation.

  117. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below summarizes the compensation for the Company’s non-employee Directors in the last fiscal year. Dr. Batra did not receive any compensation for his service as a director during 2023. The compensation Dr. Batra received in respect of his employment is included in the Summary Compensation Table in the Compensation Discussion and Analysis above.

  118. DIRECTOR COMPENSATION

    | Director Compensation Fiscal Year 2023 | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | | (a) | (b) | (c) | | | Linda Baddour | $115,000 | $109,898 | $109,958 | $334,856 | | Daniel J. Brennan | $101,500 | $109,898 | $109,958 | $321,356 | | Edward Conard (resigned May 2023) | $44,709 | $109,898 | $109,958 | $264,565 | | Richard Fearon (appointed March 2023) | $72,972 | $91,427 | $91,642 | $256,041 | | Pearl Huang, Ph.D. | $102,500 | $109,898 | $109,958 | $322,356 | | Wei Jiang | $88,000 | $109,898 | $109,958 | $307,856 | | Christopher A. Kuebler | $109,000 | $109,898 | $109,958 | $328,856 | | Dr. Flemming Ornskov, M.D., M.P.H. | $260,500 | $109,898 | $109,958 | $480,356 | | Mark P. Vergnano | $92,500 | $109,898 | $109,958 | $312,356 |

  119. DIRECTOR COMPENSATION

    | (a) Reflects Board and committee retainers and meeting fees earned in 2023, including any amounts elected to be deferred, without regard to any such election. |

  120. DIRECTOR COMPENSATION

    In 2023, Mr. Kuebler elected to defer his retainer and fees into a cash-denominated account. Messrs. Conard and Jiang and Dr. Huang elected to defer their 2023 retainers and fees in stock units as summarized in the table below.

  121. DIRECTOR COMPENSATION

    | Name | Fees Deferred in 2023 | | Aggregate Stock Unit Balance at Last FYE (#) | | | Amount ($) | Number of Shares (#) | | | Edward Conard | $44,709 | 143.85 | — | | Pearl Huang, Ph.D. | $102,500 | 355.89 | 925.37 | | Wei Jiang | $88,000 | 306.37 | 668.05 | | Christopher A. Kuebler | — | — | 3,278.74 | | Dr. Flemming Ornskov, M.D., M.P.H. | — | — | 822.16 |

  122. DIRECTOR COMPENSATION

    | (b) The amounts set forth in this column reflect the aggregate grant date fair value of restricted stock granted to our directors in 2023, computed in accordance with FASB ASC Topic 718. The assumptions used to calculate these amounts are disclosed in Note 14 to the Annual Report. Ms. Baddour, Messrs. Brennan, Conard, Jiang, Kuebler and Vergnano and Drs. Huang and Ornskov were each granted 318 shares of restricted stock on January 3, 2023, with a grant date fair value of $345.59 per share (which reflects the closing price of the Company’s common stock on the date of grant) and a vesting date of January 3, 2024. Mr. Fearon was granted 302 shares of restricted stock on March 27, 2023, with a grant date fair value of $302.74 per share (which reflects the closing price of the Company’s common stock on the date of grant) and a vesting date of March 27, 2024. Each of these restricted share grants was outstanding and held by the Directors on December 31, 2023, with the exception of Mr. Conard, who resigned from the Board in May 2023 and forfeited his unvested restricted stock as of his resignation date. |

  123. DIRECTOR COMPENSATION

    | (c) Ms. Baddour, Messrs. Brennan, Conard, Jiang, Kuebler and Vergnano and Drs. Huang and Ornskov were each granted 827 non-qualified stock options on January 3, 2023, with an exercise price of $345.59 (which reflects the closing price of the Company’s common stock on the date of grant), and a vesting date of January 3, 2024. Mr. Fearon was granted 764 non-qualified stock options on March 27, 2023, with an exercise price of $302.74 per share (which reflects the closing price of the Company’s common stock on the date of grant) and a vesting date of March 27, 2024. The amounts set forth in this column reflect the aggregate grant date fair value of non-qualified stock options, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The assumptions used to calculate these amounts are disclosed in Note 14 to the Annual Report. Mr. Conard received a grant in January 2023 but forfeited his unvested stock options when he resigned in May 2023. The outstanding stock options held by Ms. Baddour, Messrs. Brennan, Conard, Fearon, Jiang, Kuebler and Vergnano and Drs. Huang and Ornskov on December 31, 2023, were 5,263, 971, 19,775, 764, 2,347, 20,602, 971, 3,162 and 12,257 options, respectively. |

  124. Narrative to Director Compensation Table

    Narrative to Director Compensation Table For 2023, cash compensation for the Board of Directors remained consistent with 2022, with the exception of the committee chair retainer for the Compensation Committee, which was increased from $12,500 in 2022 to $15,000 in 2023. This increase was made following a review of market data and to align to peer practice, as described below. For 2023, the annual retainer for each non-employee Director was $70,000, paid in quarterly installments, and a $1,500 fee for each Board and committee meeting attended. The annual Chair retainer was $150,000 per year, paid in quarterly installments. The non-employee Chair is eligible for both the annual retainer for non-employee Directors and the annual Chair retainer and is also eligible for additional committee chair retainers and committee fees. For 2023, the annual retainer for the Science and Technology Committee Chair was $10,000 and the annual retainers for the Audit and Finance Committee Chair, Compensation Committee Chair and the Nominating and Corporate Governance Committee Chair were $15,000. The annual Director equity awards granted on the first business day in January 2023 had a grant date fair value of approximately $220,000, with 50% of the value in the form of restricted stock and 50% in the form of non-qualified stock options. The number of non-qualified stock options was determined based on the Black-Scholes value on the date of grant. Both the restricted stock and non-qualified stock option grants to Directors have a one-year vesting term. In addition, the restricted stock and non-qualified stock option grant agreements provide for acceleration of any unvested awards upon the death of a Director while in service or in the event of a change of control. The per share exercise price of the annual stock option grant was equal to the closing price of the Company’s common stock on the grant date ($345.59 per share). Mr. Fearon received an equity award grant upon his appointment to the Board, with 50% of the value in the form of restricted stock and 50% in the form of non-qualified stock options. The number of non-qualified stock options was determined based on the Black-Scholes value on the date of grant. Both the restricted stock and non-qualified stock option grants have a one-year vesting term and provide for acceleration of any unvested awards upon the death of a Director while in service or in the event of a change of control. The per share exercise price of the stock option grant for Mr. Fearon was equal to the closing price of the Company’s common stock on the grant date ($302.74 per share). All Directors are also reimbursed for expenses incurred in connection with their attendance at meetings. Directors who are full-time employees of the Company receive no additional compensation or benefits for service on the Board or its committees. The Compensation Committee utilizes Pearl Meyer to provide advice on the structure of our Director compensation program. Pearl Meyer and the Compensation Committee utilize sources of data consistent with that used for the executive compensation assessment, which include the industry peer group of 17 publicly traded companies described above in the Compensation Discussion and Analysis. The Company also sponsors the 1996 Non-Employee Director Deferred Compensation Plan, which provides non-employee Directors with the opportunity to defer 100% of retainer, meeting, and committee fees. Fees may be deferred to a cash-denominated account or invested in Company common stock units. If a Director elects to defer his or her fees in Company common stock units, the amount deferred is converted into common stock units by dividing the amount of fees payable by the average stock price of the Company’s common stock for the fiscal quarter. Fees deferred to a cash-denominated account are credited with an interest rate equal to the lesser of the Prime Rate plus 50 basis points or the maximum rate of interest that may be used without being treated as an “above market” interest rate under the SEC guidelines. In 2023, Messrs. Conard and Jiang and Dr. Huang elected to defer fees into Company common stock units and Mr. Kuebler elected to defer his fees to a cash-denominated account. Mr. Conard had previously elected to receive his fees deferred in Company common stock units upon cessation of service and, as a result of his resignation in May 2023, received 23,359 shares, which represent the balance of his fees deferred in common stock units. PROPOSAL 4 — AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS OF THE COMPANY AS PERMITTED BY RECENT AMENDMENTS TO DELAWARE LAW We are seeking shareholder approval to amend the Company’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law (the “Proposed Amendment”).