DEF 14A of Waters Corp /De/, Apr 9, 2026

DEF 14A of Waters Corp /De/

Filed Apr 9, 2026 · FY20250001193125-26-149657

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 of expertise and experience amongst our members. Our 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 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 a diversity of perspectives and experiences is important to the Company and the Board is committed to this objective. Following our acquisition of the Biosciences and Diagnostic Solutions business of Becton, Dickinson and Company (“BD”) in February 2026 (the “BD Transaction”), Claire M. Fraser, Ph.D., previously a member of the board of directors of BD, was appointed to the Board. Dr. Fraser is an internationally recognized scientist with a distinguished background in genomics, infectious diseases and molecular diagnostics as well as considerable managerial experience in her field, having established and led two large research institutes for over 30 years and serving as a director of several biotechnology companies and non-profit organizations.

  3. Director Tenure & Background

    Director Tenure & Background

  4. Board Committee Composition

    Board Committee Composition

  5. Director Experience and Skills Matrix

    Director Experience and Skills Matrix

  6. Director Experience and Skills Matrix

    | Flemming Ørnskov, M.D., M.P.H. Chair of the Board Independent Director since: 2017 Age: 68 COMMITTEES • Nominating and Corporate Governance (Chair) • Compensation | Dr. Ørnskov brings operational and medical expertise to the Board from his extensive international and strategic planning experience in the healthcare sector, stemming from his senior leadership roles at several global pharmaceutical, biotechnology and healthcare companies. • Oversaw growth and successful $2.6 billion IPO of Galderma, a pure-play dermatology focused healthcare company. • Guided innovative and internationally focused growth strategy at Shire, a biopharmaceutical company, with an emphasis on go-to-market strategies for new products. • Named one of the Top 100 Best-Performing CEOs in the World by the Harvard Business Review. CAREER HIGHLIGHTS • Galderma – CEO (2019 – present); Chair (2019 – 2025) • Shire plc – CEO and Board member (2013 – 2019) • Bayer AG – Chief Marketing Officer and Global Head of Strategic Marketing for General & Specialty Medicine (2010 – 2012) • Bausch & Lomb, Inc. – Global President, Pharmaceuticals and OTC (2008 – 2010) • Merck & Co. Inc. and Novartis AG – Various roles of increasing responsibility OTHER PUBLIC COMPANY BOARDS • Galderma (SIX: GALD) (2019 – present) FORMER (PAST 5 YEARS) • Centogene NV (NSDQ: CNTG) (2019-2023) • Karo Pharma AB n/k/a Karo Healthcare AB (STO: KARO) (2019 – 2022, when taken private) EDUCATION • MD, University of Copenhagen Medical School • MPH, Harvard University School of Public Health • MBA, INSEAD |

  7. Director Experience and Skills Matrix

    | Linda Baddour Independent Director since: 2018 Age: 67 COMMITTEES • Audit & Finance (Chair) | Ms. Baddour provides the 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. • Responsible for overseeing the financial strategy of PRA Health Sciences, a global contract research organization and data science company, which expanded from 3,000 to over 17,000 employees during her tenure. • Contributes deep familiarity with all aspects of life science industry financial reporting, accounting, compliance and risk management. • Ms. Baddour is a retired Certified Public Accountant. CAREER HIGHLIGHTS • PRA Health Sciences – EVP and CFO (2007 – 2018) • Pharmaceutical Product Development, Inc. – CFO and Accounting Officer (2002 – 2007), Chief Accounting Officer (1997 – 2007), Corporate Controller (1995 – 1997) • Cooperative Bank for Savings Inc. – Controller (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 |

  8. Director Experience and Skills Matrix

    | Udit Batra, Ph.D. President and CEO Director since: 2020 Age: 55 COMMITTEES • None | Dr. Batra brings more than two decades of operational leadership experience, including at the senior executive level with multi-billion-dollar global organizations, to Board discussions on evolving growth strategies, opportunities and risks in the life sciences industry. • Responsible for guiding Waters’ commercial execution and expanding product portfolio adoption for customers with a successful track record delivering tremendous shareholder value creation throughout his tenure as CEO. • Successfully oversaw financial and operational strategies in his executive leadership roles with Merck KGaA, where he guided the company’s strategic transformation and integration with Sigma-Aldrich. CAREER HIGHLIGHTS • Merck KGaA – CEO of MilliporeSigma (life sciences business) (2014 – 2020), President and CEO, Consumer Health (2011 – 2014) • Novartis International AG – Various leadership roles (2006 – 2011) • Johnson & Johnson – Global Brand Director, Wound Care (2004 – 2005) • McKinsey & Company – Senior Engagement Manager (2001 – 2004) • Merck & Co., Inc. – Research Fellow (1996 – 2001) OTHER PUBLIC COMPANY BOARDS • None FORMER (PAST 5 YEARS) • None EDUCATION • BS, University of Delaware • PhD, Chemical Engineering, Princeton University |

  9. Director Experience and Skills Matrix

    | Dan Brennan Independent Director since: 2022 Age: 60 COMMITTEES • Audit & Finance | Mr. Brennan contributes to the Board his extensive insights and experience in the medical device industry, with particular expertise in business development strategies, capital management and financial reporting. • Guided various successful growth initiatives while serving as CFO at Boston Scientific, a global multi-billion-dollar, medical equipment company, resulting in expanded margin and revenue growth during his tenure. • Oversaw multiple corporate finance organizations, including global controllership, internal audit, financial reporting, treasury, corporate tax, investor relations, and corporate business development. • Mr. Brennan is a Certified Public Accountant. CAREER HIGHLIGHTS • Boston Scientific Corporation – EVP and CFO (2014 – 2025), SVP and Corporate Controller (2010 – 2013), various roles of increasing responsibility within finance function (1996 – 2009) • Millipore Corporation – Roles of increasing responsibility in corporate finance function (1990 – 1996) • Standex, Inc. – Corporate Auditor (1988 – 1989) OTHER PUBLIC COMPANY BOARDS • Madrigal Pharmaceuticals, Inc. (NASDAQ: MDGL) (2025 – present) FORMER (PAST 5 YEARS) • Nuance Communications (NASDAQ: NUAN) (2018 – 2022) EDUCATION • BS and MBA, Babson College |

  10. Director Experience and Skills Matrix

    | Richard Fearon Independent Director since 2023 Age: 70 COMMITTEES • Audit & Finance | Mr. Fearon is a seasoned strategic, planning, and operational leader, contributing extensive international business, corporate finance and accounting, business development, M&A and investor relations expertise to the Board. • Experienced global operations leader, responsible for guiding Eaton Corporation through more than 75 acquisitions and navigating the company through the global recession. • Brings insights into complex financial compliance, accounting, information systems and internal audit processes, critical for the Audit & Finance Committee’s oversight responsibilities. CAREER HIGHLIGHTS • Eaton Corporation – Vice Chairman, Chief Financial and Planning Officer (2009 – 2021), Chief Financial and Planning Officer (2002 – 2021) • Avient Corporation – Non-Executive Chairman of the Board (2023 – present), Lead Director (2015 – 2023) • Transamerica Corporation – SVP, Corporate Development and Strategic Planning (1997 – 2001), VP, Corporate Development (1995 – 1997) • NatSteel Ltd. – Vice Chairman, NatSteel Chemicals and General Manager, Corporate Development (1990 – 1995) • Various 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) (2003 – present) FORMER (PAST 5 YEARS) • Eaton Corporation plc (NYSE: ETN) (2015 – 2021) • Hennessy Capital Investment Corporation VI (NASDAQ: HCVIU) (2021 – 2023) EDUCATION • AB, Stanford University • JD and MBA, Harvard University |

  11. Director Experience and Skills Matrix

    | Claire M. Fraser, Ph.D. Age: 70 COMMITTEES • Science and Technology | Dr. Fraser is an internationally recognized scientist who contributes deep scientific expertise and significant managerial experience to the Board, stemming from her strong background in genomics, infectious diseases and molecular diagnostics as well as her experience as the leader of two large research institutes for over 30 years and as a director of several biotechnology companies and non-profit organizations. • Widely recognized as a scientific leader in microbiology and genomic medicine and has received a number of awards, including the E.O. Lawrence Award from the Department of Energy, the Promega Biotechnology Award from the American Society of Microbiology and the Charles Thom Award from the Society for Industrial Microbiology. • Brings experience working with a multinational company in global markets as well as enterprise risk management as a result of her long tenure as a director of Becton, Dickinson and Company. CAREER HIGHLIGHTS • University of Maryland School of Medicine – Director, Institute for Genome Sciences (2007 – 2024), Professor Emerita of Medicine and Microbiology and Immunology (2007 – 2024) • The Institute for Genomic Research – President and Director (1998 – 2007) • American Association for the Advancement of Science – Chair of the Board and Director (2021) OTHER PUBLIC COMPANY BOARDS • Seres Therapeutics, Inc. (NASDAQ: MCRB) (2023 – present) FORMER (PAST 5 YEARS) • Becton, Dickinson and Company – Director (2006 – 2026) EDUCATION • BS, Rensselaer Polytechnic Institute • Ph.D., State University of New York at Buffalo |

  12. Director Experience and Skills Matrix

    | Pearl S. Huang, Ph.D. Independent Director since 2021 Age: 68 COMMITTEES • Science and Technology (Chair) • Nominating and Corporate Governance | Dr. Huang brings deep scientific knowledge, international and operational experience in the pharmaceutical sector to the Board, stemming from her more than 30 years of leadership in the biopharmaceutical industry. • Successful oversight of numerous drug and therapy research, discovery, clinical trial and development phases in the biotech and pharma industry space. • Responsible for overseeing a Novartis-backed biopharmaceutical startup through its global expansion. • Widely recognized as an innovative science leader, named the PharmaVOICE100 list of most inspiring leaders in life sciences. CAREER HIGHLIGHTS • Dunad Therapeutics – President and CEO (2022 – present) • Cygnal Therapeutics – CEO (2019 – 2022) • Flagship Pioneering – Venture Partner (2019 – 2022) • F. Hoffman La-Roche, Ltd. – SVP and Global Head, Therapeutic Modalities (2014 – 2018) • GlaxoSmithKline plc – VP and Global Head of Discovery Academic Partnerships (DPAc) Alternative Discovery and Development, (2012 – 2014) • Beigene LTD – Founder and CSO (2010 – 2012) • Merck and Co. – VP, Oncology Integrator, Discovery and Early Development (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 |

  13. Director Experience and Skills Matrix

    | Wei Jiang Independent Director since 2021 Age: 62 COMMITTEES • Science and Technology | Mr. Jiang’s more than 25 years of experience in the pharmaceutical and medical device industries, with a particular focus in China and the Asia/Pacific region, allows him to bring an experienced international perspective to Board discussions on Waters’ growth strategy. • Deep operational leadership experience and understanding of the greater Asia-Pacific region’s pharma and biopharma markets, with a track record of successfully overseeing key business growth initiatives and partnerships. • Contributes invaluable knowledge on evolving complexities of Asia-Pacific region operations, enhancing the Board’s risk oversight of international expansion initiatives. CAREER HIGHLIGHTS • Bayer AG – EVP, President of Pharmaceuticals Region China and Asia Pacific (2015 – 2021), and President of Bayer Group Greater China Region (2019 – 2021) • AstraZeneca plc – SVP, GRA BU & Key Accounts (2011 – 2012), other senior management roles (2006 – 2010) • Guidant Corporation – Managing Director, China Operations (2004 – 2006) • Eli Lilly & Company – Various management roles (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 |

  14. Director Experience and Skills Matrix

    | Heather Knight Independent Director since 2024 Age: 54 COMMITTEES • Nominating and Corporate Governance | Ms. Knight brings significant healthcare industry expertise from nearly 30 years of experience in commercial leadership positions across the pharmaceutical and medical device sectors, which enhances the Board’s knowledge of the evolving industry landscape. • Global experience driving commercial execution across the MedTech industry, including at and at Solventum Corporation, where she currently oversees global commercial and R&D operations across Solventum’s MedSurg, Dental Solutions and Health Information Systems segments • Brings successful track record of building high-performance culture, with deep focus on human capital management and talent development. CAREER HIGHLIGHTS • Solventum Corporation – Chief Commercial Officer (November 2025 – present) • Baxter International Inc. – Chief Operating Officer (February 2025 – October 2025), EVP and Group President, Medical Products & Therapies (2023 – October 2025), President, Acute Therapies, Clinical Nutrition, Medication Delivery, Latin America and Canada (2021 – 2023), General Manager, U.S. Hospital Products (2019 – 2021) • Medtronic plc – VP, General Manager (2016 – 2019) OTHER PUBLIC COMPANY BOARDS • None FORMER (PAST 5 YEARS) • Titan Medical Inc. (NASDAQ: TMDI) (2021 – 2023) EDUCATION • BS, University of Buffalo |

  15. Director Experience and Skills Matrix

    | Christopher A. Kuebler Independent Director since 2006 Age: 72 COMMITTEES • Compensation (Chair) • Science and Technology | Mr. Kuebler brings over 30 years of commercial execution experience in the pharmaceutical service industry to the Board, including his expertise overseeing global operations expansion, strategic growth and shareholder value creation initiatives. • Oversight of financial accounting and business strategy, as well as growth strategy development and implementation at a leading drug development and services company, bringing a unique perspective on growth strategy implementation and variable stakeholder expectations. • Spearheaded Covance’s spin-off from Corning Pharmaceutical Services, creating one of the world’s largest and most comprehensive contract drug development service companies, with operations in more than 17 countries. CAREER HIGHLIGHTS • Covance Inc. and its predecessor companies – Chairman (2005), Chairman and CEO (1994 – 2004) • 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) • None EDUCATION • BS, Biology, Florida State University |

  16. Director Experience and Skills Matrix

    | Mark Vergnano Independent Director since 2022 Age: 68 COMMITTEES • Compensation • Nominating and Corporate Governance | Mr. Vergnano provides the Board with valuable leadership insights developed through his executive roles at global chemical companies, along with extensive operational experience and a proven track record of driving business transformation, financial growth and value creation. • Global operations leadership experience, including manufacturing, with a deep understanding of sales and marketing in the chemical and industrial sector. • Track record of successful leadership over global science companies through transformative periods of significant growth, including implementation of ambitious growth strategy while serving as CEO of The Chemours Company. • While at DuPont, he developed experience in government affairs and public policy. CAREER HIGHLIGHTS • The Chemours Company – Chairman (2021), President and CEO (2015 – 2021) • DuPont – EVP (2009 – 2015), Group VP, Safety and Protection (2006 – 2009), VP, General Manager, Nonwovens and Building Innovations (2002 – 2006), other various roles (1980 – 2002) OTHER PUBLIC COMPANY BOARDS • Johnson Controls International PLC (NYSE: JCI) (July 2016 – present) FORMER (PAST 5 YEARS) • The Chemours Company (NYSE: CC) (2015 – 2022) EDUCATION • BS, University of Connecticut • MBA, Virginia Commonwealth University |

  17. 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.

  18. Director Experience and Skills Matrix

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

  19. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  20. Compensation Philosophy

    | ✓ To focus executives on achieving financial and operating objectives that enhance long-term shareholder value ✓ To align the interests of executives with the Company’s shareholders ✓ To attract and retain executive talent |

  21. Compensation Philosophy

    | Executive Compensation Strategy | Long-Term Alignment | | Performance-Driven Approach : Rewards executives for sustained achievement of financial and operational goals. Market-Based Salaries : Base salaries are targeted at the market median, adjusted for performance, tenure, and experience. Incentive Alignment: Annual and long-term incentive award targets are set at market median, tied to challenging performance targets. Shareholder Alignment : Compensation structure ensures executives’ interests align with shareholder value through performance-based rewards. Total Compensation Alignment: Total compensation for our executives is targeted at market median. | Equity-Based Awards : Long-term incentive equity-based awards balance share price appreciation, long-term financial performance, and retention. Grants are made annually and include stock options, time-based restricted stock units (“RSUs”), and performance stock units (“PSUs”). RSUs were added to our long-term incentive program in 2025. Historically RSUs typically were only granted for new hires and promotions. Performance & Growth Focus : Stock options and RSUs increase in value as our stock price increases. PSUs vest based on achievement of the specified performance goals. Market-Based Targets : Long-term incentive award target opportunities are generally set at market median, with adjustments based on performance and role. Retention & Alignment : Multi-year vesting periods and post-vesting holding requirements ensure long-term executive and shareholder alignment. |

  22. COMPENSATION SETTING PROCESS

    COMPENSATION SETTING PROCESS Competitive market data is an important factor used by the Compensation Committee in determining the amount of compensation for our NEOs. The Compensation Committee engages Pearl Meyer as an independent consultant to provide advice and analysis on the structure of our executive compensation program as well as competitive data on pay levels. Pearl Meyer prepares this competitive assessment annually for the Compensation Committee. The Compensation Committee reviews the target total direct compensation of each NEO. The Compensation Committee also ensures that the total compensation for our executives 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 NEO, including, without limitation, 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. Pursuant to the SEC’s rules, the Compensation Committee has reviewed the SEC’s independence factors for compensation advisers and concluded that no conflict of interest exists that would prevent Pearl Meyer from independently advising the Compensation Committee. Pearl Meyer and the Compensation Committee utilize a core industry peer group of 16 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 fiscal year 2025 executive compensation decisions was comprised of the following companies.

  23. COMPENSATION SETTING PROCESS

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

  24. COMPENSATION SETTING PROCESS

    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. For fiscal year 2025, the Compensation Committee completed an analysis of the median revenue and market capitalization of the peer group, and determined no adjustment was required for the peer group. For 2025, the Compensation Committee removed Catalent from the peer group due to its acquisition at the end of 2024. The chart below represents the Company’s position relative to the companies in our fiscal year 2025 peer group, regarding market capitalization as of December 31, 2025, and revenue during the 2025 fiscal year. Pearl Meyer and the Compensation Committee also utilize independent, globally recognized executive compensation surveys. The Compensation Committee uses this broad survey data in combination with the peer group data in evaluating our NEOs’ compensation. The Compensation Committee does not rely upon data from any one data point 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 NEOs’ compensation against the market as a reference point.

  25. ELEMENTS OF EXECUTIVE COMPENSATION

    ELEMENTS OF EXECUTIVE COMPENSATION There are three primary elements of our executive compensation program: base salary, annual incentive cash awards, and long-term incentive equity-based 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 focus 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 revenue, 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 (as further described below), and long-term incentive equity award grant values based on a number of factors, including, without limitation, individual performance, experience and competitive market data. The Compensation Committee reviews the NEOs’ total direct compensation (measured at target for annual and long-term incentives, as applicable, and assuming target performance for PSUs), to appropriately position the NEOs’ target total direct compensation to both the market and the Company’s objectives. While the structure of pay is similar for each NEO, the amounts differ based on several factors, including, without limitation, position specific market data, the critical nature of the NEO’s position to the business, and the NEO’s level of contribution.

  26. ELEMENTS OF EXECUTIVE COMPENSATION

    | Base Salary | Annual Cash Incentive | Long-Term Performance-Based Equity Incentive | | Attract and retain executives and other key employees | Motivate executives and other key employees to achieve challenging annual financial and operational goals as established by the Compensation Committee at the start of the fiscal year | Motivate executives and other key employees to contribute to the Company’s long-term growth of shareholder value, align compensation with stock price growth and achievement of strategic growth goals, and retain executives and other key employees |

  27. Base Salary

    | * Increase to reflect market positioning |

  28. Annual Incentive Awards

    Annual Incentive Awards The AIP is the short-term incentive plan for our NEOs, other executives, and other key employees. Target annual incentive cash bonuses for each NEO under the AIP are based on a percentage of the executive’s base salary, with the actual bonus payout amount determined based on achievement of Company performance goals pre-established by the Compensation Committee. Under the AIP, threshold-level performance achievement results in a payout of 0.25x of target, target-level performance achievement results in a payout of 1.0x of target, and maximum-level performance achievement results in a payout of 2.0x of target. Payouts under the AIP are interpolated for performance between these threshold, target, and maximum levels. There is no payout under the AIP for performance below threshold. 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. Prior to the application of any individual performance modifier (as further described below in the section titled “Individual Performance Goals”), the threshold, target and maximum levels under the AIP (each measured as a percentage of base salary) for the NEOs are presented in the table below:

  29. Annual Incentive Awards

    | | Threshold | Target | Maximum | | Udit Batra | 31.3% | 125% | 250% | | Amol Chaubal | 18.8% | 75% | 150% | | Jianqing Y. Bennett | 18.8% | 75% | 150% | | Robert Carpio | 18.8% | 75% | 150% |

  30. Annual Incentive Awards

    The Compensation Committee periodically reviews the Company’s AIP structure with Pearl Meyer. The objectives of this review are to consider the alignment of this plan with our 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.

  31. 2025 Annual Incentive Plan Structure

    2025 Annual Incentive Plan Structure

  32. Company Performance Goals

    Company Performance Goals For fiscal year 2025, the AIP utilized two performance metrics: OCCRG and ONIG (each as defined and further described above). The Compensation Committee selected OCCRG because it reinforces the Company’s belief that revenue drives our overall success and enables us to continue to invest in future growth and innovation. The Compensation Committee determined to use ONIG because it incentivizes operational results and reflects the ongoing operational efforts of our executives and other employees. The following table outlines these performance goals for our 2025 AIP, including target, actual performance, and payout percentage:

  33. Company Performance Goals

    | 2025 Performance Metric | Weighting | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Payout (%) | Overall Payout (%) | | Non-GAAP Organic Constant Currency Revenue Growth | 50% | -0.9% ($2,931) | 5.5% ($3,120) | 12.8% ($3,336) | 6.3% ($3,146) | 112% | 110% | | Non-GAAP Organic Net Income Growth | 50% | 4.4% ($666) | 18.7% ($757) | 31.7% ($840) | 19.7% ($763) | 108% | |

  34. Company Performance Goals

    (Dollar values in millions) Appendix A to this Proxy Statement defines OCCRG, ONIG and other adjusted non-GAAP financial measures, and reconciles them to the most directly comparable historical GAAP financial measures.

  35. Individual Performance Goals

    Individual Performance Goals 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 up to 50%, while maintaining specific, measurable objectives. The maximum payout opportunity for the NEOs under the 2025 AIP was equal to 200% of the applicable NEO’s target annual bonus. Ambitious annual individual performance objectives are set for each NEO under the AIP. In 2025, the NEOs’ individual performance exceeded their objectives, which is reflected in the following individual performance modifier percentages under the 2025 AIP:

  36. Individual Performance Goals

    | Executive | Individual Performance Factor | | Dr. Batra | 150% | | Mr. Chaubal | 140% | | Ms. Bennett | 100% | | Mr. Carpio | 125% |

  37. Individual Performance Goals

    The above individual modifiers were applied to incentive outcomes for the CEO and select NEOs to reflect extraordinary demands and performance during a period of significant transformation. For the CEO, this included leadership and planning in 2025 to close a transformational acquisition in early 2026. The result was forming a global life sciences and diagnostics leader focused on high-volume testing in regulated applications. For the NEOs, the modifiers reflect the leadership of a major acquisition and related diligence and integration activities, execution of enterprise-wide transformation initiatives, and delivery of key commercial growth priorities, including instrument replacement and increased service attachment. In addition, our executives effectively mitigated tariff impacts and delivered strong operational performance despite a challenging external environment.

  38. Assessment of the 2025 Annual Incentive Plan

    Assessment of the 2025 Annual Incentive Plan As discussed in detail below, the Compensation Committee establishes annual Company performance goals which are intended to be challenging but achievable if Company performance is strong. The performance goals required for payout under the 2025 AIP, as well as the actual results, are shown in the charts below. Based on the performance multiple of 110% of target (which represents 112% OCCRG achievement and 108% ONIG achievement), adjustments made for individual performance, the following payouts were made under the AIP for NEOs in fiscal year 2025.

  39. Assessment of the 2025 Annual Incentive Plan

    | Name | Base Salary (12/31/25) ($) | AIP Target (%) | 2025 Target ($) | Performance Multiple | Individual Modifier | AIP Award ($) | Award as % of Target | | Udit Batra, Ph.D. | $1,150,000 | 125% | $1,437,500 | 110% | 150% | $2,371,875 | 165% | | Amol Chaubal | $650,000 | 75% | $487,500 | 110% | 140% | $750,750 | 154% | | Jianqing Y. Bennett | $633,000 | 75% | $474,750 | 110% | 100% | $522,225 | 110% | | Robert Carpio III | $600,000 | 75% | $450,000 | 110% | 125% | $618,750 | 138% |

  40. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The Company maintains the Waters Corporation 2020 Equity Incentive Plan (the “EIP”), pursuant to which it may grant equity awards to its employees and other service providers, including the NEOs. Multiple factors, considered collectively, are reviewed by the Compensation Committee in determining the overall equity value to award each NEO. These factors include, without limitation, competitive market data, dilution, stock compensation expense, the financial and operational performance of the Company, each NEO’s individual performance, each NEO’s potential for making contributions to future Company performance and the value of equity grants both individually to each NEO and in the aggregate to all NEOs. The Compensation Committee believes that it is important to provide meaningful reward and recognition opportunities to our NEOs that are performance-based and are intended to align with long-term value creation to our shareholders.

  41. Stock Options

    Stock Options It has been the long-standing practice of the Compensation Committee to utilize non-qualified stock options to align the interests of our NEOs and other executives with those of our shareholders. We continue to believe that stock options provide strong alignment between shareholders and our NEOs because the value of a stock option is directly related to the stock price appreciation delivered to shareholders following the grant date. If our stock price does not appreciate, the NEO will not realize any value with respect to their stock options. Options granted to our NEOs are time-based and generally vest 20% annually over five years, subject to continued employment through each applicable vesting date.

  42. Performance-Based Restricted Stock Units (PSUs)

    Performance-Based Restricted Stock Units (PSUs) The Compensation Committee grants PSUs to provide an equity-based award tied to a performance goal other than absolute increase in stock price. The PSU awards granted to our NEOs in fiscal year 2025 are subject to performance-vesting based on the achievement of two specified performance goals, TSR relative to the S&P 500 HCI (“rTSR”) and adjusted non-GAAP OCCRG over a three-year period, each weighted at 50%. The Compensation Committee believes that rTSR is an appropriate and effective metric to further tie compensation realized to performance and shareholder returns. OCCRG 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 OCCRG 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 exchange rates during the period. PSU recipients can earn from 0 – 200% of the target number of PSUs granted based on the level of achievement of such performance goals. The threshold, target, and maximum performance goals are 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 rTSR goals for the PSU awards granted to our NEOs in fiscal year 2025 are set forth below:

  43. Performance-Based Restricted Stock Units (PSUs)

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

  44. Performance-Based Restricted Stock Units (PSUs)

    If the Company’s TSR is negative, in no event will more than 100% of the target number of shares subject to the rTSR-based portion of the PSU award be earned. The number of shares earned subject to the OCCRG-based portion of the PSU award will be determined based on the OCCRG achieved over a three-year performance period, which can range from 0% if minimum threshold performance is not achieved, 50% if minimum threshold performance is achieved, 100% if the target performance is achieved, and up to a maximum of 200% if maximum performance is achieved, with straight line interpolation between such performance levels. These goals are intended to be challenging but achievable if Company performance is strong. In addition, our PSU awards have a post-vesting holding period on the shares received (after payment of tax) in respect of any earned PSUs, which for the NEOs is one year (or two years for the CEO).

  45. Time-Based Restricted Stock Units (RSUs)

    Time-Based Restricted Stock Units (RSUs) Commencing in fiscal year 2025, the Compensation Committee has determined to add RSUs to the mix of annual awards granted to our NEOs. We believe that RSUs serve an important function to align with shareholders, drive retention, and increase their stock ownership. The Compensation Committee also grants RSUs from time to time, to new hires and in connection with promotions and recognition. RSUs granted to our NEOs generally vest 20% annually over five years, subject to continued employment through each applicable vesting date.

  46. 2023 PSU Performance Results

    2023 PSU Performance Results The PSUs granted in February 2023 (which have a performance period that commenced in January 2023 and ended in December 2025) were eligible to vest in early fiscal year 2026 upon the Compensation Committee’s determination of the achievement of the applicable performance goals set forth in the award agreement. The metrics for these 2023 PSU awards were rTSR and OCCRG, weighted equally and measured over a three-year period. The performance goals required for payout under these 2023 PSU awards, as well as the actual payout results, are shown in the chart below.

  47. Long-Term Equity Incentive Awards – Fiscal Year 2026

    Long-Term Equity Incentive Awards – Fiscal Year 2026 Commencing in fiscal year 2026, the Compensation Committee elected to make certain changes to our long-term incentive program, including to the performance metrics for the PSUs and to the vesting schedule for the stock options and RSUs, as well as to remove the post-holding periods for the PSUs. We believe these changes are better aligned to market. In addition, commencing with the 2026 PSUs, the Compensation Committee determined to replace the OCCRG performance metric previously used for the PSUs with an earnings per shares (“EPS”) performance metric, to directly align management incentives with shareholder value creation and market practice. We also determined to eliminate the post-vesting PSU holding requirement to better align with market practice. We replaced this holding requirement with enhanced stock ownership guidelines, as follows: (i) for the CEO from 5x base salary to 6x base salary ,and (ii) for the other NEOs from 2x base salary to 3x base salary (See the section below titled “ Stock Ownership Guidelines ” for further information on our stock ownership guidelines). Finally, we also adopted a 4-year vesting schedule for our stock options and RSUs as a start to our harmonization with BD compensation practices following the transaction and aligning with market.

  48. Severance and Change of Control Arrangements

    Severance and Change of Control Arrangements The Company provides severance protection to each of our NEOs pursuant to a Change of Control/Severance Agreement if 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 NEOs’ 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, as applicable, in the event their employment is terminated by the Company other than for cause or if the executive resigns for good reason absent a Change of Control, as further described below in the “- Payments Upon Termination or Change of Control” section of this Proxy Statement.

  49. Policies and Procedures Related to the Grant of Certain Equity Awards

    Policies and Procedures Related to the Grant of Certain Equity Awards The Company has established processes designed to ensure that the timing of any option grants and other similar awards to executive officers is not influenced by material nonpublic information (“MNPI”). Grants are generally made shortly after the issuance of an earnings release and the furnishing or filing of a Current Report on Form 8-K, or the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, regardless of any upcoming announcements or events that could impact the Company’s share price. The Compensation Committee does not take MNPI into account when determining the timing and terms of option awards. Further, the Company has not timed the disclosure of MNPI to affect the value of executive compensation. The Company did not grant any stock options to the NEOs in fiscal year 2025 during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form 10-K, the Company’s Quarterly Report on Form 10-Q, or the Company’s Current Report on Form 8-K that disclosed MNPI

  50. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation of our NEOs for the years ended December 31, 2025, 2024 and 2023.

  51. Summary Compensation Table

    | 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 & CEO (a) | 2025 | $1,150,000 | | $7,430,247 | $2,999,922 | $2,371,875 | $21,000 | $13,973,044 | | | 2024 | $1,100,000 | | $4,451,531 | $4,375,109 | $1,197,119 | $24,300 | $11,148,059 | | | 2023 | $1,097,500 | | $3,825,193 | $3,750,043 | $0 | $69,444 | $8,742,180 | | Amol Chaubal, SVP & CFO | 2025 | $650,000 | | $1,732,598 | $689,950 | $750,750 | $21,000 | $3,844,298 | | | 2024 | $569,375 | | $1,102,236 | $1,049,975 | $378,725 | $37,763 | $3,138,074 | | | 2023 | $563,750 | | $1,024,196 | $999,951 | $0 | $71,915 | $2,659,812 | | Jianqing Y. Bennett, SVP, TA & Clinical Division | 2025 | $633,000 | | $1,280,262 | $509,858 | $522,225 | $21,000 | $2,966,345 | | | 2024 | $605,792 | | $771,406 | $734,906 | $366,659 | $24,300 | $2,503,063 | | | 2023 | $601,292 | | $752,817 | $734,919 | $0 | $19,800 | $2,108,828 | | Robert Carpio III, SVP, Waters Division (i) | 2025 | $600,000 | | $1,129,966 | $449,988 | $618,750 | $21,000 | $2,819,704 | | | 2024 | $276,987 | $200,000 | $649,990 | $649,933 | $171,861 | $0 | $1,948,771 |

  52. Summary Compensation Table

    | (a) Dr. Batra did not receive additional compensation for his service as a director in fiscal years 2025, 2024 or 2023. |

  53. Summary Compensation Table

    | (b) Reflects the base salary earned by the NEO during the applicable fiscal year. |

  54. Summary Compensation Table

    | (c) Reflects the cash sign-on bonus paid to Mr. Carpio in June 2024, which was paid to him in connection with his commencement of employment with the Company on June 24, 2024, pursuant to his offer letter. In the event that Mr. Carpio’s employment with the Company is terminated for cause or by him for good reason (each as defined in his offer letter) (i) prior to June 24, 2025, he would have been required to repay 100% of such bonus to the Company within 30 days following such date of termination; or (ii) within the period commencing on June 24, 2025 and ending on June 24, 2026, he will be required to repay 50% of such bonus to the Company within 30 days following such date of termination. |

  55. Summary Compensation Table

    | (d) Reflects the aggregate grant date fair value of the PSUs and/or RSUs granted to the NEO in the applicable fiscal year, in each case, as 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 rTSR 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 RSUs and the PSUs that are eligible to be earned based on three-year OCCRG 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 13 to the Waters Corporation Annual Report on Form 10-K for the years ended December 31, 2025, 2024 and 2023, as applicable. The aggregate grant date fair value of the PSUs granted during fiscal year 2025, assuming achievement of the highest level of performance, was $12,370,058 for Dr. Batra, $2,872,195 for Mr. Chaubal, $2,122,753 for Ms. Bennett and $1,873,416 for Mr. Carpio. The aggregate grant date fair value of the PSUs granted during fiscal year 2024, assuming achievement of the highest level of performance, was $8,903,020 for Dr. Batra, $2,242,478 for Mr. Chaubal and $1,569,416 for Ms. Bennett. The aggregate grant date fair value of the PSUs granted during fiscal year 2023, assuming achievement of the highest level of performance, was $7,650,386 for Dr. Batra, $2,048,392 for Mr. Chaubal and $1,505,634 for Ms. Bennett. |

  56. Summary Compensation Table

    | (e) Reflects the aggregate grant date fair value of non-qualified stock options granted to the NEO in the applicable fiscal year, as 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 13 to the Waters Corporation Annual Report on Form 10-K for the years ended December 31, 2025, 2024, and 2023, as applicable. The closing price of the Company’s common stock on February 5, 2025, the date that the stock options were granted to Dr. Batra, Mr. Chaubal, Ms. Bennet, and Mr. Carpio, was $414.09. The closing price of the Company’s common stock on February 7, 2024, the date that the stock options were granted to Dr. Batra, Mr. Chaubal and Ms. Bennett, was $323.54. The closing price of the Company’s common stock on June 24, 2024, the date that the stock options were granted to Mr. Carpio, was $289.27. The closing price of the Company’s common stock on February 8, 2023, the date that the stock options were granted to Dr. Batra, Mr. Chaubal and Ms. Bennett, was $342.29. |

  57. Summary Compensation Table

    | (f) Reflects the annual performance-based cash bonuses under the AIP earned by our NEOs in the applicable fiscal year and paid in the subsequent fiscal year. For a description of the AIP, please refer to the section titled “— Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive Awards” above. |

  58. Summary Compensation Table

    | (g) Reflects the matching contribution made for the benefit of each NEO under the Company’s 401(k) Restoration Plan, a non-qualified retirement plan, the Company’s 401(k) Plan, a qualified retirement plan, and for limited personal security services provided to our CEO for business purposes during fiscal year 2025. A summary of these amounts for fiscal year 2025 is provided in the table below: |

  59. Summary Compensation Table

    | All Other Compensation Table | | | | | Name and Principal Position | 401(k) Match | 401(k) True up | Total ($) | | Udit Batra, Ph.D. | $21,000 | $0 | $21,000 | | Amol Chaubal | $21,000 | $0 | $21,000 | | Jianqing Y. Bennett | $20,350 | $650 | $21,000 | | Robert Carpio III | $21,000 | $0 | $21,000 |

  60. Summary Compensation Table

    | The aggregate value of any perquisites received by any individual NEO during fiscal year 2025 was less than $10,000. |

  61. Summary Compensation Table

    | (h) Reflects the total of compensation elements reported in columns (b) through (g) for 2025 and, if applicable, 2024 and 2023. |

  62. Summary Compensation Table

    | (i) Mr. Carpio joined the Company as its Senior Vice President, Waters Division in June 2024, and was an NEO for the first time in fiscal year 2024. |

  63. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth certain information with respect to the grant of plan-based awards made to our NEOs during the fiscal year ended December 31, 2025.

  64. Grants of Plan-Based Awards

    | 2025 Grants of Plan-Based Awards | | | | | | | | | | | | | | | Name | Award | Grant Date | Date Committee Took Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | 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) | (f) | | Udit Batra, Ph.D. | Stock Option | 02/05/2025 | | | | | | | | | 18,640 | $414.09 | $2,999,922 | | | PSU | 02/05/2025 | | | | | 6,640 | 13,282 | 26,564 | | | | $6,185,029 | | | RSU | 02/05/2025 | | | | | | | | | 3,622 | | $1,499,834 | | | AIP | | | $359,375 | $1,437,500 | $2,875,000 | | | | | | | | | Amol Chaubal | Stock Option | 02/05/2025 | | | | | | | | | 4,287 | $414.09 | $689,950 | | | PSU | 02/05/2025 | | | | | 1,527 | 3,054 | 6,108 | | | | $1,436,098 | | | RSU | 02/05/2025 | | | | | | | | | 833 | | $344,937 | | | AIP | | | $121,875 | $487,500 | $975,000 | | | | | | | | | Jianqing Y. Bennett | Stock Option | 02/05/2025 | | | | | | | | | 3,168 | $414.09 | $509,858 | | | PSU | 02/05/2025 | | | | | 1,128 | 2,257 | 4,514 | | | | $1,061,377 | | | RSU | 02/05/2025 | | | | | | | | | 615 | | $254,665 | | | AIP | | | $118,688 | $474,750 | $949,500 | | | | | | | | | Robert Carpio III | Stock Option | 02/05/2025 | | | | | | | | | 2,796 | $414.09 | $449,988 | | | PSU | 02/05/2025 | | | | | 996 | 1,992 | 3,984 | | | | $936,708 | | | RSU | 02/05/2025 | | | | | | | | | 543 | | $224,851 | | | AIP | | | $112,500 | $450,000 | $900,000 | | | | | | | |

  65. Grants of Plan-Based Awards

    | (a) Reflects the range of potential payouts under the Company’s AIP for threshold, target, and maximum performance for fiscal year 2025. The amount listed in the threshold column is equal to the threshold level payout based on the achievement of Company and individual performance goals (i.e., 25% of the applicable NEO’s target annual bonus). The amount listed in the maximum column is equal to the maximum level payout based on the achievement of Company and individual performance goals (i.e., 200% of the applicable NEO’s target annual bonus). For a description of the AIP, please refer to the section titled “— Compensation Discussion and Analysis — Elements of Executive Compensation — Annual Incentive” above. |

  66. Grants of Plan-Based Awards

    | (b) Reflects the number of PSUs granted under the EIP to each of our NEOs in fiscal year 2025. These PSU grants are eligible to be earned based 50% on rTSR and 50% on three-year OCCRG. The PSUs based on rTSR 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 OCCRG 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 rTSR, a TSR percentile rank above the 25th percentile, and in the case of PSUs based on three-year OCCRG, a revenue growth rate at or 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 rTSR, a TSR percentile rank of 50th percentile, and in the case of PSUs based on three-year OCCRG, 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 rTSR, a TSR percentile rank of 75th percentile or greater, and in the case of PSUs based on three-year OCCRG, 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. |

  67. Grants of Plan-Based Awards

    | (c) Reflects the number of (RSUs) granted under the EIP to each of our NEOs in fiscal year 2025. These RSUs vest 20% annually on the first five anniversaries of the date of grant, subject to continued employment through each applicable vesting date. |

  68. Grants of Plan-Based Awards

    | (d) Reflects the number of non-qualified stock options granted under the EIP to each of our NEOs in fiscal year 2025. These stock options vest 20% annually on the first five anniversaries of the date of grant, subject to continued employment through the applicable vesting date. |

  69. Grants of Plan-Based Awards

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

  70. Grants of Plan-Based Awards

    | (f) Reflects the aggregate grant date fair value of the stock award or option award granted to the NEO in fiscal year 2025, as 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 rTSR, 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 OCCRG 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. The assumptions used to calculate these amounts are disclosed in Note 13 to the Annual Report. |

  71. 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, Messrs. Carpio and Chaubal and Ms. Bennett are each 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. In 2024, Mr. Carpio entered into an offer letter with us in connection with the commencement of his employment, which entitled him to an initial annual base salary of $580,000 and a target annual incentive bonus equal to 75% of his base salary. Each of our NEOs is entitled to participate in our employee benefit plans. The severance payments and benefits to which each of our NEOs are entitled are described under the “Payments Upon Termination or Change of Control” section of this Proxy Statement. Each of our NEOs were eligible to participate in the Company’s AIP for 2025. Each of our NEOs were granted non-qualified stock options in fiscal year 2025. These options vest 20% annually on the first five anniversaries of the date of grant (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 Dr. Batra, Messrs. Carpio and Chaubal and Ms. Bennett were granted PSUs in fiscal year 2025. These PSU awards may performance-vest 50% based on the Company’s rTSR over a three-year performance period and 50% based on the Company’s three-year OCCRG. The PSUs, to the extent earned, vest after the end of the three-year performance period, subject to continued employment through the vesting date of the award. The maximum payout for PSUs is 200% of target. If the Company’s TSR is negative, in no event will more than 100% of the target number of shares subject to the rTSR-based portion of the PSU award be earned. In addition, there is a post-vesting holding requirement for shares earned from PSU awards of one year (or two years for the CEO).

  72. Outstanding Equity Awards

    Outstanding Equity Awards The table below sets forth the outstanding equity awards held by each of our NEOs as of December 31, 2025.

  73. Outstanding Equity Awards

    | 2025 Outstanding Equity Awards at Fiscal Year-End | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | 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) | (c) | (c) | | Udit Batra, Ph.D | 9/1/2020 | 35,077 | — | $212.02 | 09/01/2030 | — | $0 | — | $0 | | | 2/18/2021 | 21,591 | 5,398 | $280.80 | 02/18/2031 | — | $0 | — | $0 | | | 2/17/2022 | 18,234 | 12,156 | $314.98 | 02/17/2032 | — | $0 | — | $0 | | | 2/8/2023 | 11,591 | 17,387 | $342.29 | 02/08/2033 | — | $0 | — | $0 | | | 2/8/2023 | — | — | — | — | — | $0 | 7,066 | $2,683,879 | | | 2/7/2024 | 6,857 | 27,428 | $323.54 | 02/07/2034 | — | $0 | — | $0 | | | 2/7/2024 | — | — | — | — | — | $0 | 13,522 | $5,136,061 | | | 2/5/2025 | — | 18,640 | $414.09 | 02/05/2035 | — | $0 | — | $0 | | | 2/5/2025 | — | — | — | — | 3,622 | $1,375,744 | — | $0 | | | 2/5/2025 | — | — | — | — | — | $0 | 13,282 | $5,044,902 | | Amol Chaubal | 5/12/2021 | 6,873 | 1,719 | $303.64 | 05/12/2031 | — | $0 | — | $0 | | | 5/12/2021 | — | — | — | — | 494 | $187,636 | — | $0 | | | 2/17/2022 | 5,329 | 3,554 | $314.98 | 02/17/2032 | — | $0 | — | $0 | | | 2/8/2023 | 3,090 | 4,637 | $342.29 | 02/08/2033 | — | $0 | — | $0 | | | 2/8/2023 | — | — | — | — | — | $0 | 1,884 | $715,600 | | | 2/7/2024 | 1,645 | 6,583 | $323.54 | 02/07/2034 | — | $0 | — | $0 | | | 2/7/2024 | — | — | — | — | — | $0 | 3,245 | $1,232,548 | | | 2/5/2025 | — | 4,287 | $414.09 | 02/05/2035 | — | $0 | — | $0 | | | 2/5/2025 | — | — | — | — | 833 | $316,398 | — | $0 | | | 2/5/2025 | — | — | — | — | — | $0 | 3,054 | $1,160,001 | | Jianqing Y. Bennett | 4/5/2021 | 5,694 | 1,424 | $295.65 | 04/05/2031 | — | $0 | — | $0 | | | 4/5/2021 | | | | | 677 | $257,145 | — | $0 | | | 2/17/2022 | 4,207 | 2,806 | $314.98 | 02/17/2032 | — | $0 | — | $0 | | | 2/8/2023 | 2,271 | 3,408 | $342.29 | 02/08/2033 | — | $0 | — | $0 | | | 2/8/2023 | — | — | — | — | — | $0 | 1,385 | $526,065 | | | 2/7/2024 | 1,151 | 4,608 | $323.54 | 02/07/2034 | — | $0 | — | $0 | | | 2/7/2024 | — | — | — | — | — | $0 | 2,271 | $862,594 | | | 2/5/2025 | — | 3,168 | $414.09 | 02/05/2035 | — | $0 | — | $0 | | | 2/5/2025 | — | — | — | — | 615 | $233,595 | — | $0 | | | 2/5/2025 | — | — | — | — | — | $0 | 2,257 | $857,276 |

  74. Outstanding Equity Awards

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | 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) | (c) | (c) | | Robert Carpio III | 6/24/2024 | 1,107 | 4,430 | $289.27 | 06/24/2034 | — | $0 | — | $0 | | | 6/24/2024 | — | — | — | — | 1,798 | $682,934 | — | $0 | | | 2/5/2025 | — | 2,796 | $414.09 | 02/05/2035 | — | $0 | — | $0 | | | 2/5/2025 | — | — | — | — | 543 | $206,248 | — | $0 | | | 2/5/2025 | — | — | — | — | — | $0 | 1,992 | $756,621 |

  75. Outstanding Equity Awards

    | (a) Reflects non-qualified options awards granted to our NEOs. The expiration date for all non-qualified stock option grants held by our NEOs is ten years from the date of grant. Such non-qualified stock options generally vest 20% annually on the first five anniversaries of the date of grant, subject to continued employment through the applicable vesting date. |

  76. Outstanding Equity Awards

    | (b) Reflects RSUs granted to our NEOs. Such RSUs generally vest 20% annually on the first five anniversaries of the date of grant, subject to continued employment through each applicable vesting date. Dollar amounts have been determined by multiplying the number of outstanding RSUs by $379.83, which was the closing price of Waters common stock on December 31, 2025. |

  77. Outstanding Equity Awards

    | (c) Reflects PSUs granted to our NEOs. Such PSUs generally vest upon the Compensation Committee’s determination of the achievement of the performance conditions set forth in the applicable award agreement following the end of the three-year performance period , as follows: (i) on December 31, 2025 (for PSUs granted in February 2023); (ii) on December 31, 2026 (for PSUs granted in February 2024) and (iii) on December 31, 2027 (for PSUs granted in February 2025), subject to continued employment through that applicable vesting date. The amounts included in these columns for the PSUs granted in 2024 and 2025 are the number of PSUs that would be earned based upon target performance, in each case, as well as their value based on such numbers of PSUs multiplied by $379.83, which is the closing price of Waters common stock on December 31, 2025. |

  78. Outstanding Equity Awards

    The PSUs granted in 2023 vested in February 2026 based on the Compensation Committee’s determination of the achievement of the performance conditions set forth in the applicable award with respect to the three-year performance period ending on December 31, 2025. The amounts included in these columns for the 2023 PSUs are the number of PSUs that were earned based upon actual performance (i.e., 129% of target for PSUs based on rTSR and 0% of target for PSUs based on three-year OCCRG), as well as their value determined by multiplying the number of earned PSUs by $379.83, which is the closing price of Waters common stock on December 31, 2025.

  79. Stock Vested

    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 stock awards to our NEOs during the fiscal year 2025. None of our NEOs exercised any stock options during fiscal year 2025.

  80. Stock Vested

    | Option Exercises and Stock Vested Fiscal Year 2025 | | | | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (a) | | Udit Batra, Ph.D. | 11,349 | $4,219,445 | | Amol Chaubal | 3,811 | $1,414,362 | | Jianqing Y. Bennett | 3,294 | $1,193,587 | | Robert Carpio III | 449 | $155,713 |

  81. Stock Vested

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

  82. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The table below summarizes the non-qualified deferred compensation plan benefits for our NEOs in fiscal year 2025.

  83. Non-Qualified Deferred Compensation

    | Non-Qualified Deferred Compensation Plan | | | | | | | Name | Executive Contributions in Last FY ($) | Registrant Contributions and Company Match in Last FY ($) | Aggregate Earnings | Aggregate Withdrawals | Aggregate Ending Balance at Last FYE | | | (a) | (b) | (c) | | (d) | | Udit Batra, Ph.D. | $0 | $0 | $0 | $0 | $224,341 | | Amol Chaubal | $0 | $0 | $0 | $0 | $649,570 | | Jianqing Y. Bennett | $0 | $0 | $0 | $0 | $0 | | Robert Carpio III | $0 | $0 | $0 | $0 | $0 |

  84. Non-Qualified Deferred Compensation

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

  85. Non-Qualified Deferred Compensation

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

  86. 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 Company’s 401(k) Plan, apart from 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. |

  87. Non-Qualified Deferred Compensation

    | (d) The aggregate balance amounts under the Company’s 401(k) Restoration Plan include deferrals made for prior years. For individuals who were NEOs 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, as set forth in the table below: |

  88. Non-Qualified Deferred Compensation

    | Name | 2025 ($) | Previous Years ($) | Total ($) | | Udit Batra, Ph.D. | $0 | $159,250 | $159,250 | | Amol Chaubal | $0 | $519,499 | $519,499 | | Jianqing Y. Bennett | $0 | $0 | $0 | | Robert Carpio III | $0 | $0 | $0 |

  89. Non-Qualified Deferred Compensation

    All non-qualified deferred compensation contributions made by the NEOs, or by the Company on behalf of the NEOs, are made under the Company’s 401(k) Restoration Plan. The purpose of the Company’s 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 Company’s 401(k) Plan ($23,500 in 2025, or $31,000 if age 50 or older). The Company’s 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 Company’s 401(k) Plan if the Internal Revenue Service limits on compensation for such plan ($350,000 in 2025) 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. 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 our employees (other than the CEO) to the annual total compensation of our CEO. Under these rules, the median employee is only required to be identified once every three years if there have not been any changes in our employee population or compensation arrangements that we reasonably believe would significantly affect our pay ratio disclosure. After reviewing our employee population and compensation arrangements, we reasonably believe that there were no changes in fiscal year 2025 that would significantly affect our pay ratio disclosure and, therefore, we did not re-identify our median employee for fiscal year 2025. To identify the median of the compensation of all of our employees (other than our CEO) in fiscal year 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 in the United States and 4,702 employees were 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 fiscal year 2023 base salary and actual bonus paid in fiscal year 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 fiscal year 2023 using their fiscal year 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 year 2025 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 2025 Summary Compensation Table in the Proxy Statement above. We determined that, for fiscal year 2025, (1) the median of the annual total compensation of all our employees, other than our CEO, was $92,793, and (2) the 2025 annual total compensation of our CEO was $13,973,044. 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 153-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.

  92. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Our fiscal year 2025 performance-based compensation (target annual incentive award and grant date value of long-term equity incentives (assuming target performance for PSUs)) represented approximately 91% of the target total direct compensation for our principal executive officer, Dr. Batra, and approximately 79% of the target total direct compensation for all our other NEOs as a group. The table below summarizes the most important measures for determining NEO pay.

  93. PAY VERSUS PERFORMANCE

    | Most Important Measures for Determining Named Executive Officer Performance-Based Pay | | Adjusted non-GAAP organic constant currency revenue growth (OCCRG) | | Adjusted non-GAAP organic net income growth (ONIG) | | Relative total shareholder return (rTSR) |

  94. PAY VERSUS PERFORMANCE

    Our variable compensation includes annual incentives based on achievement of OCCRG and ONIG performance goals. PSUs are based on rTSR and three-year OCCRG. The Company has determined that ONIG 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 below) used by the Company in fiscal year 2025 to link executive compensation actually paid (“CAP”) to the Company’s NEOs to Company performance. ONIG 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. ONIG is based on net income reported in accordance with GAAP, 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 certain executive compensation and financial performance information required in accordance with SEC rules. CAP is calculated as prescribed under SEC rules and does not represent compensation actually received and varies from what is disclosed under the section “— Compensation of Directors and Executive Officers” above.

  95. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) | Compensation Actually Paid to Current 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) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $13,973,044 | $10,649,666 | $3,210,116 | $2,662,415 | $153.52 | $69.03 | $642,629,000 | $783,932,000 | | 2024 | $11,148,059 | $14,563,626 | $2,529,969 | $3,171,165 | $149.94 | $71.56 | $637,834,000 | $709,100,000 | | 2023 | $8,742,180 | ($1,120,813) | $2,344,024 | ($937,105) | $133.07 | $76.41 | $642,234,000 | $707,035,000 | | 2022 | $9,409,550 | $10,833,283 | $2,694,092 | $2,823,562 | $138.46 | $85.53 | $707,755,000 | $725,192,000 | | 2021 | $8,653,559 | $19,061,746 | $2,443,255 | $4,095,176 | $150.59 | $126.55 | $692,843,000 | $694,658,000 |

  96. PAY VERSUS PERFORMANCE

    | a) | Represents applicable fiscal year. |

  97. PAY VERSUS PERFORMANCE

    | b) | Represents the total from the Summary Compensation Table in each applicable fiscal year for Dr. Batra, who has served as the Company’s President and CEO effective September 1, 2020. |

  98. PAY VERSUS PERFORMANCE

    | c) | Represents the amount of CAP to Dr. Batra, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Batra during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to Dr. Batra’s compensation. |

  99. PAY VERSUS PERFORMANCE

    | d) | Represents the average of the total from the Summary Compensation Table in each applicable year for our non-PEO NEOs as a group. The NEOs included for purposes of calculating the average amounts for each applicable fiscal year are as follows: (i) for fiscal year 2025, Amol Chaubal, Jianqing Y. Bennett and Robert Carpio III (ii) for fiscal year 2024, Amol Chaubal, Jianqing Y. Bennett and Robert Carpio III; (iii) for fiscal year 2023, Amol Chaubal, Jianqing Y. Bennett and Jonathan M. Pratt; (iv) for fiscal year 2022, Amol Chaubal, Jianqing Y. Bennett, Jonathan M. Pratt and Keeley A. Aleman; and (v) for fiscal year 2021, Amol Chaubal, Jianqing Y. Bennett, Belinda G. Hyde, Jonathan M. Pratt and Michael F. Silveira. |

  100. PAY VERSUS PERFORMANCE

    | e) | Represents the average amount of CAP to the non-PEO NEOs as a group, 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 these NEOs during the applicable fiscal year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of these NEOs. |

  101. PAY VERSUS PERFORMANCE

    | f) | Represents the cumulative total return on $100 invested in the Company’s common stock as of December 31, 2020 (the last day of public trading of the Company’s common stock in fiscal year 2020) 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. |

  102. PAY VERSUS PERFORMANCE

    | g) | Represents the weighted cumulative total return on $100 invested as of December 31, 2020 (the last day of public trading in fiscal year 2020) 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. |

  103. 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, 2025, 2024, 2023, 2022, and 2021, as applicable. |

  104. PAY VERSUS PERFORMANCE

    | i) | Represents adjusted non-GAAP organic net income growth (ONIG), 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. |

  105. 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 for fiscal year 2025. 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 that they are granted.

  106. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table to Compensation Actually Paid Table | | | | | | | | | | Executive Officer | Year | Summary Compensation Table Total | Reported Grant Date Fair 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 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 | 2025 | $13,973,044 | ($10,430,169) | $8,545,319 | ($615,745) | ($822,783) | — | $10,649,666 | | Average for Non- PEO NEOs | 2025 | $3,210,116 | ($1,930,874) | $1,588,794 | ($72,690) | ($132,931) | — | $2,662,415 |

  107. PAY VERSUS PERFORMANCE

    | a) | Represents the total from the Summary Compensation Table for the applicable year. |

  108. 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. |

  109. 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. |

  110. 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. |

  111. 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. |

  112. 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. |

  113. PAY VERSUS PERFORMANCE

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

  114. 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, 2025 as compared to December 31, 2020 was 154% as compared to 69% 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, 2025, 2024, 2023, 2022 and 2021. 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 the average amount of CAP to the other NEOs as a group (excluding Dr. Batra) is generally aligned with Company’s cumulative TSR over the five 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 60% of our annual target total direct compensation for NEOs 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 NEOs generally vest over a period of five years, while PSUs vest after a 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 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. 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 the average amount of CAP to the NEOs as a group (excluding Dr. Batra) is generally aligned with the Company’s net income over the five years presented in the table. The Company believes that net income growth drives shareholder value and, therefore, has included an adjusted organic net income metric (weighted 50%) under the AIP and has chosen this as the Company Selected Measure for 2025. AIP generally represents 11-17% of our annual target total direct compensation.

  115. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below and the narrative in the footnotes provide compensation amounts for our non-employee directors for fiscal year 2025, as well as additional material information in connection with such amounts. For summary information on the provision of the plans and programs, refer to the “— Narrative to Director Compensation Table” section immediately following this table. Dr. Batra did not receive any compensation for his service as a Director during 2025. The compensation Dr. Batra received in respect of his employment is included in the Summary Compensation Table in the Compensation Discussion and Analysis above.

  116. DIRECTOR COMPENSATION

    | Director Compensation Fiscal Year 2025 | | | | | | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | | | (a) | (b) | (c) | | | Linda Baddour | $128,500 | $117,475 | $117,376 | $363,351 | | Daniel Brennan | $110,500 | $117,475 | $117,376 | $345,351 | | Richard Fearon | $110,500 | $117,475 | $117,376 | $345,351 | | Dr. Pearl S. Huang, Ph.D. | $104,000 | $117,475 | $117,376 | $338,851 | | Wei Jiang | $88,000 | $117,475 | $117,376 | $322,851 | | Heather Knight | $89,500 | $117,475 | $117,376 | $324,351 | | Christopher A. Kuebler | $109,000 | $117,475 | $117,376 | $343,851 | | Dr. Flemming Ørnskov, M.D., M.P.H. | $272,000 | $117,475 | $117,376 | $506,851 | | Mark Vergnano | $95,500 | $117,475 | $117,376 | $330,351 |

  117. DIRECTOR COMPENSATION

    | (a) Reflects Board and committee cash retainers and meeting fees earned by the applicable non-employee director in 2025, including any amounts elected to be deferred pursuant to the Director Deferred Compensation Plan (as defined below), without regard to any such election. |

  118. DIRECTOR COMPENSATION

    In 2025, Mr. Kuebler elected to defer his cash retainer and fees into a cash-denominated account pursuant to the Director Deferred Compensation Plan. Ms. Knight and Mr. Jiang elected to defer their 2025 retainers and fees in stock units pursuant to the Director Deferred Compensation Plan, as summarized in the table below.

  119. DIRECTOR COMPENSATION

    | Name | Fees Deferred in 2025 | | Aggregate Stock Unit Balance at Last FYE (#) | | | Amount ($) | Number of Shares (#) | | | Dr. Pearl S. Huang, Ph.D. | $— | $— | 1,235.30 | | Wei Jiang | $88,000 | 254.00 | 1,192.27 | | Heather Knight | $89,500 | 258.97 | 364.07 | | Christopher A. Kuebler | $109,000 | — | 3,278.74 | | Dr. Flemming Ørnskov, M.D., M.P.H. | $— | — | 822.16 |

  120. DIRECTOR COMPENSATION

    | (b) The amounts set forth in this column reflect the aggregate grant date fair value of the restricted stock awards granted to our directors under the EIP during fiscal year 2025, computed in accordance with FASB ASC Topic 718 The assumptions used to calculate these amounts are disclosed in Note 13 to the Annual Report. Each of our non-employee directors were granted 319 shares of restricted stock on January 2, 2025, with a grant date fair value of $368.26 per share (which reflects the closing price of the Company’s common stock on the date of grant) and a vesting date of January 2, 2026. Each of these 2025 restricted stock awards were outstanding and held by the applicable Director as of December 31, 2025. |

  121. DIRECTOR COMPENSATION

    | (c) The amounts set forth in this column reflect the aggregate grant date fair value of the non-qualified stock option awards granted to our directors under the EIP during fiscal year 2025, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The assumptions used to calculate |

  122. DIRECTOR COMPENSATION

    | these amounts are disclosed in the Note 13 to the Annual Report. Each of our non-employee directors were granted 818 non-qualified stock options on January 2, 2025, with an exercise price of $368.26 (which reflects the closing price of the Company’s common stock on the date of grant), and a vesting date of January 2, 2026. The outstanding stock option awards held as of December 31, 2025, are as follows: Ms. Baddour: 6,928; Ms. Knight: 1,167; Mr. Brennan: 2,636; Mr. Fearon: 2,429; Mr. Jiang: 4,012; Mr. Kuebler: 14,506; Mr. Vergano: 2,636; Dr. Huang: 4,827; and Dr. Ørnskov: 13,922. |

  123. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Following a review of market data, the Board determined for 2025 to increase the annual Chair cash retainer and annual Director equity awards, as described below. For 2025, the annual cash retainer for each non-employee Director was $70,000 (which remained consistent with 2024), paid in quarterly installments, and a $1,500 fee for each Board and committee meeting attended. The annual Chair cash retainer was increased to $160,000 per year (from $150,000 in 2024), paid in quarterly installments. The non-employee Chair is eligible for both the annual cash retainer for non-employee Directors and the annual Chair cash retainer, as well as additional committee chair retainers and committee fees. For 2025, the annual cash retainer for the Science and Technology Committee Chair was $10,000 and the annual cash retainers for the Audit and Finance Committee Chair, Compensation Committee Chair and the Nominating and Corporate Governance Committee Chair were each $15,000. The 2025 annual Director equity awards were granted under the EIP to our non-employee Directors on the first business day in January 2025 and had a grant date fair value of approximately $235,000 (up from $220,000 for 2024), with 50% of such annual award granted in the form of restricted stock and 50% of such annual award granted in the form of non-qualified stock options. The number of non-qualified stock options was determined based on the Black-Scholes value as of the date of grant. The per share exercise price of our non-employee Directors’ 2025 annual stock option awards was equal to the closing price of the Company’s common stock on the grant date ($368.26 per share). Both the restricted stock and non-qualified stock option awards granted to our non-employee Directors in 2025 have a one-year vesting term, subject to continued service through the applicable vesting date. In addition, the applicable award agreements provide for the acceleration of any unvested awards upon the death of a Director or in the event of a change of control. All our non-employee 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 non-employee Director compensation program. Pearl Meyer and the Compensation Committee utilize sources of data consistent with that used for the executive compensation assessment, which includes the industry peer group of 16 publicly traded companies described above in the Compensation Discussion and Analysis. The Company also sponsors the 1996 Non-Employee Director Deferred Compensation Plan (the “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 2025, Ms. Knight and Mr. Jiang elected to defer fees into Company common stock units, and Mr. Kuebler elected to defer his fees to a cash-denominated account. To closely align their interests with those of the Company’s shareholders, the Company has minimum stock ownership guidelines for our Directors.

  124. Narrative to Director Compensation Table

    | Position | Stock Ownership Guideline | Years to Achieve | | Non-Employee Directors | 5x Annual Retainer | 5 |

  125. Narrative to Director Compensation Table

    If a Director becomes non-compliant with the guidelines, he or she will have a period of twelve months to regain compliance with the guidelines. If, after such twelve-month period, the Director remains non-compliant, then 50% of the net after-tax profit from any subsequent stock option exercise must be retained in shares of common stock until compliance with the guidelines is achieved. Exceptions to these stock ownership guidelines may be considered by the Compensation Committee. For purposes of these guidelines, in addition to any direct ownership of shares of common stock by a Director, any shares of unvested restricted stock, unvested RSUs and vested “in-the-money” stock options granted by the Company to such executives apply toward the satisfaction of the guidelines. Ms. Knight was appointed to the Board effective August 2024 and has until 2029 to meet the requirements of the ownership guidelines. Ms. Knight has not yet satisfied the requirements of the ownership guidelines but is within her initial compliance period as noted above. Our other Directors, Ms. Baddour, Drs. Huang and Ørnskov and Messrs. Brennan, Fearon, Jiang, Kuebler and Vergnano, have satisfied the requirements of the ownership guidelines.