DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

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(Amendment No. )

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Waters Corporation

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LOGO

April 13, 2023

Dear Shareholders,

We are proud of the progress we made throughout the year to energize innovation in our pipeline and regain our commercial momentum. The efforts and dedication of the global Waters team is at the core of our industry leading results, and we are thankful for their focus on our customers and hard work to leave the world better than we found it.

Our Board is focused on the continued evolution of our company and governance practices to ensure we remain well positioned to execute on the next phase of growth. In 2022, the Board prioritized strategic oversight of commercial execution, ongoing board refreshment and succession planning, and continued progress on our 2025 Sustainability initiatives.

•

The Board remains active in its refreshment process, with six new independent directors added over the last five years. We have focused on adding the right skillsets to support our transformation, with a focus on international, commercialization and financial expertise.

•

We are pleased to have welcomed new directors Dan Brennan and Mark Vergnano in 2022, both outstanding leaders with extensive experience in the medical device and chemistry industries, respectively, who also bring strong environmental and human capital expertise. We also appointed Rick Fearon to the Board in 2023 who brings a wealth of international business experience, with specific strategic planning, finance and M&A expertise. The Board thanks Edward Conard for his dedication, service and innumerable contributions to Waters.

•

Consistent with our focus on diversity to support the success of our business, we are pleased to share that nearly half of our Board is diverse by gender or ethnicity, and two-thirds of our executive team is diverse based on gender and ethnicity. Additionally, 34% of our global executives are women, an all-time high for Waters.

•

We are honored to have our ESG progress recognized through inclusion in the Dow Jones Sustainability North America Index, Barron’s 100 Most Sustainable U.S. Companies 2022, and the Human Rights Campaign 2022 Corporate Equality Index. These awards acknowledge Waters continued record of moving science forward through innovation and being responsible to our people and the planet.

On behalf of the entire Board, thank you for your investment in Waters. We ask for your voting support on the matters described in this proxy statement and invite your participation at the meeting and welcome your input throughout the year.

Sincerely,

LOGO

Dr. Flemming Ornskov, M.D., M.P.H.

Chairman of the Board of Waters Corporation

LOGO

April 13, 2023

Dear Shareholders,

Thank you for continuing to be a part of our journey. We made significant progress regaining our commercial momentum, strengthening our leadership, revitalizing our innovation, and defining our long-term strategy. We could not have achieved this without the dedication of our more than 8,200 employees globally.

After a very strong 2021, Waters achieved revenue growth of 7% as reported and 12% on a constant currency basis¹ in 2022, with an adjusted operating margin of 30.2%. Waters’ shareholders continued to benefit from our continued top-quartile total shareholder returns in 2022, which outperformed the broader market and Waters’ life science tools peers in a year of negative equity market performance. We continued to drive innovation particularly in our mass spectrometry portfolio. We also earned recognition for our environmental, social and governance efforts, with a top score on the Human Rights Campaign Corporate Equality Index and recently ranked in the Top 5 on Barron’s Most Sustainable Companies List.

At our core, we use science to improve human health and well-being. We enable scientists to make sure medicines and vaccines are safe, our food and water is pure, our car batteries don’t catch fire and the materials used in products contribute to a sustainable future. We do this through continuing to strengthen our relationships with our customers, who trust our simple, yet powerful analytical instruments and informatics to produce compliant data for regulators.

We are proud of the consistent growth delivered over the past three years. We experienced an 8.5% 3-year constant currency revenue CAGR, driven by strong execution that is broad-based across our portfolio, geographies, and end markets.

We regained commercial momentum in part from our commercial initiatives since 2019, in which we:

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Established a strong cadence of instrument replacement

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Increased service attachment rate by +350bps

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Doubled revenues from contract organizations

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Drove +14% increase in eCommerce adoption of our Chemistry columns, supporting growth

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Increased our product vitality index by +600bps through launch excellence

We strengthened our leadership, refreshing the Board with outstanding leadership experience and expertise as well as investing in diversity and training. We are proud to share that two-thirds of our Executive Team is diverse by gender or ethnicity and 34% of Senior Directors and above are women, an all-time high for Waters.

We revitalized innovation through new product introductions especially in our mass spectrometry portfolio, including Xevo^™ TQ Absolute MS for PFAS testing and clinical diagnostics, Xevo^™ G3 QToF, MaxPeak^™ Premier Columns, TA Instruments^™ Rheometer Tooling and Software, and two waters_connect^™ Lab Informatics Platform applications.

Finally, we continued to increase our focus on our long-term strategy in high growth market segments, both organically and through collaborations with partners who have similar goals. After previously investing in Megadalton Solutions, in early 2022 we acquired their technology to apply charge detection mass spectrometry to cell and gene therapy. We also opened the Immerse Delaware laboratory at The University of Delaware and established the ASEAN Academy for Bioanalysis to provide scientists and researchers the latest analytical instruments and software from Waters for developing next-generation methods for new applications.

We entered 2023 with a lot of excitement – we have already launched important new products including the next-generation Alliance^™ iS High Performance Liquid Chromatography (HPLC) System and announced our agreement to acquire laser light scattering pioneer, Wyatt Technology. We look forward to welcoming Wyatt to the Waters family and sharing updates with you throughout the year as we integrate our businesses and bring new solutions to our customers.

Thank you again for your trust in Waters.

Sincerely,

Udit

LOGO

Dr. Udit Batra, Ph.D.

President and Chief Executive Officer

Unless otherwise noted, sales growth percentages are presented on a constant currency basis. Adjusted operating margin percentages are presented on a Non-GAAP basis. See the Company’s website for the GAAP to Non-GAAP reconciliations for the year-over-year constant currency revenue and the adjusted operating margin percentage.

LOGO

WATERS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



Date:		Tuesday, May 23, 2023

Time:		12:00 p.m., Eastern Time

Place:		The Annual Meeting (the “Annual Meeting”) of Waters Corporation (“Waters” or the “Company”) will be a virtual meeting held exclusively via the Internet. To attend, you must register at www.proxydocs.com/wat. After you register, you will receive instructions via email, including your unique links that will allow you access to the Annual Meeting and will permit you to submit questions. You will not be able to attend the Annual Meeting in person.

Record Date:		March 24, 2023. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and vote at, the Annual Meeting. During the Annual Meeting, a list of the shareholders entitled to vote at the Annual Meeting will be available for inspection upon request.

Items of Business:		1. To elect directors to serve for the ensuing year and until their successors are elected;

		2. To ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023;

		3. To approve, by non-binding vote, executive compensation;

		4. To approve, by non-binding vote, the frequency of executive compensation votes; and

		5. To consider and act upon any other matters which may properly come before the Annual Meeting or any adjournment thereof.

Voting:		Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to participate in the Annual Meeting, we urge you to vote promptly by telephone or Internet or by signing, dating, and returning a printed proxy card or voting instruction form, as applicable. If you participate in the Annual Meeting, you may vote your shares electronically during the Annual Meeting even if you previously voted your proxy. Please vote as soon as possible to ensure that your shares will be represented and counted at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Shareholders

To be Held on May 23, 2023: The Proxy Statement and the Annual Report on Form 10-K for the fiscal year
ended December 31, 2022 are available at https://www.proxydocs.com/wat.

This Proxy Statement (the “Proxy Statement”) is being furnished by the Board of Directors (the “Board”) of
Waters Corporation (“Waters” or the “Company”) in connection with the Board’s solicitation of proxies (each a
“Proxy” and, collectively, the “Proxies”) for use at the 2023 Annual Meeting (the “Annual Meeting”).

We are making the Proxy Statement and the form of Proxy first available on or about April 13, 2023.

By order of the Board of Directors

LOGO

Keeley A. Aleman

Senior Vice President,

General Counsel and Secretary

Milford, Massachusetts

April 13, 2023

TABLE OF CONTENTS



WATERS CORPORATION AT A GLANCE			1

PROPOSAL 1 — ELECTION OF DIRECTORS			4

WHO WE ARE			4

CORPORATE GOVERNANCE			12

HOW WE ARE SELECTED AND ELECTED			12

HOW WE ARE EVALUATED			13

HOW WE GOVERN AND ARE GOVERNED			14

HOW WE ARE ORGANIZED			17

DIRECTOR MEETINGS AND BOARD COMMITTEES			17

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			19

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			21

HOW TO COMMUNICATE WITH US			21

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22

PROPOSAL 3 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION			24

PROPOSAL 4 — NON-BINDING VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE			25

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			26

COMPENSATION DISCUSSION AND ANALYSIS			26

EXECUTIVE SUMMARY			27

2022 EXECUTIVE COMPENSATION PROGRAM			27

SHAREHOLDER OUTREACH PROGRAM			29

COMPENSATION PHILOSOPHY, GOVERNANCE, AND PAY PRACTICES			30

COMPENSATION SETTING PROCESS			32

ELEMENTS OF EXECUTIVE COMPENSATION			33

COMPENSATION COMMITTEE REPORT			40

EXECUTIVE COMPENSATION TABLES			40

PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			46

CEO PAY RATIO DISCLOSURE			51

PAY VERSUS PERFORMANCE			53

DIRECTOR COMPENSATION			57

PROPOSAL 5 — OTHER BUSINESS			60

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			61

ANNUAL REPORT ON FORM 10-K			63

SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING			63

SHAREHOLDERS SHARING AN ADDRESS			64

USER’S GUIDE			65

INFORMATION CONCERNING SOLICITATION AND VOTING			65

ELECTRONIC DELIVERY OF WATERS SHAREHOLDER COMMUNICATIONS			66

Certain of the statements in this Proxy Statement may contain “forward-looking” statements regarding future results and events. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”, “appears”, “estimates”, “projects” and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. The Company’s actual future results may differ significantly from the results discussed in the forward-looking statements within this Proxy Statement for a variety of reasons, including and without limitation, the factors discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), as updated by the Company’s future filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this Proxy Statement represent the Company’s estimates or views as of the date of this Proxy Statement and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this Proxy Statement. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

The Company is providing its website address in this Proxy Statement solely for the information of investors. The Company does not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Proxy Statement as being posted on the website, into this Proxy Statement or into any of our other filings with the SEC.

WATERS CORPORATION AT A GLANCE

WHAT IS WATERS CORPORATION

Waters is the world’s leading manufacturer of specialty measurement tools, and primarily designs, manufactures, sells, and services instruments, consumables, and software that are used by life science, pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic, and governmental customers working in research and development, quality assurance, and other laboratory applications. With operations in 35 countries, our 14 manufacturing facilities and more than 8,200 employees provide products and services to customers in over 100 countries. We generated revenue of $3.0 billion in 2022 with a market capitalization of approximately $20.4 billion as of December 31, 2022.

ESG AND SHAREHOLDER ENGAGEMENT AT WATERS

We commit to leave the world a better place

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Reduce our most significant environmental impacts

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Become more representative of the society we live in

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Enhance long-term stakeholder value with good governance and effective oversight

We invest in the diversity and safety of our people

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The number of women at the Senior Director level and above increased to 34% in 2022, a 12% increase from 2017

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Approximately 23% of our U.S. workforce identifies themselves as being racially and/or ethnically diverse, with 11% of our workforce identifying as Asian, 4% as Black or African American, 7% identifying as Hispanic/Latinx and 1% identifying themselves as being two or more races

•

Waters received a score of 100 out of 100 on the 2022 Corporate Equality Index (CEI), the Human Rights Campaign Foundation’s annual scorecard for LGBTQ workplace equality. In addition, Waters was ranked #5 on Barron’s 100 Most Sustainable U.S. Companies 2023. Waters is also included in the Dow Jones Sustainability Index (“DJSI”)

We invest in research

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One in six of our employees works full-time in research and development

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Our STEM Ambassador Initiative, science scholarships, and other programs support our talent pipeline as well as creating opportunities for under-represented populations

We invest in our operations

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We are streamlining how we innovate, develop, and deliver our products

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We are decreasing our environmental impact by, for instance, increasing natural resource efficiency

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We are identifying opportunities in engineering, procurement, and operations to reduce the environmental impact of our products and supply chain

We invest in our planet

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Our Scope 1 & 2 emissions in 2022 were approximately 5% lower than they were in 2021. This is due in part to the purchase of renewable energy for several manufacturing sites, to the increased use of renewable energy in electricity grids that serve many of our facilities, to increased use of hybrid and electric vehicles in our service fleet, and to facilities consolidation.

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We have increased our renewable energy use by approximately 33% since 2021. As of December 31, 2022, approximately 77% of our electricity comes from renewable and/or low-carbon sources. Of this figure, 26% of our energy use in 2022 reflects ongoing sustainable energy use at our Wilmslow, Wexford, Solihull, and Huellhorst sites. The remaining 51% represents sustainable energy sourcing as a result of the purchase of renewable energy credits that cover power use for our Taunton, New Castle, Golden, Lindon, Eden Prairie, and Nixa sites, as well as a portion of Milford’s power use.

We invest in our community

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Our Waters Student Academy program delivers an immersive summer internship program for high school students with hands-on experiences in science, business, and soft skills; in addition, this year we are also expanding our program outside the United States. Waters Student Academy will run in Wilmslow, United Kingdom and Wexford, Ireland communities to provide them the same hands-on experiences.

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Our scholarship program that Waters launched at two Historically Black Colleges and Universities including Cheyney University of Pennsylvania and Clark Atlanta University

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Our partnership with Junior Achievement Worldwide, a long-time partner of Waters and one of the world’s most impactful youth-serving nonprofits, to host a mentorship opportunity in Wexford focused on ‘Girls in Science’

We attract investment from long-term shareholders

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Waters is well represented among investors seeking long-term, sustainable investments. According to IHS Markit, as of December 31, 2022, approximately 27% of institutions with socially responsible investing mandates at the firm-level and a North America focus, are invested in Waters in one or more of their funds.

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Long-term-focused environmental, social, and governance filtered funds that invest in U.S. companies are invested in Waters.

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We have strong governance provisions such as an independent board chair and proxy access. We have also continued to demonstrate our commitment towards ESG with favorable scoring from leading scorecards such as S&P Global, MSCI, Sustainalytics and Institutional Shareholder Services. This is also reflected in our membership of the DJSI, and our top five ranked position in the Barron’s 100 Most Sustainable Companies list for 2023.

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We continued our shareholder engagement efforts in 2022, highlighted by participation in 10 investor conferences and 6 non-deal roadshows, including several international engagement events. In 2022, we had over 275 meetings or calls with more than 450 investors and research analysts at more than 250 firms, including the majority of our top 50 shareholders. The Board and management will continue to demonstrate that we are accountable to shareholders, and we will continue to seek to incorporate feedback to ensure we are acting in the best interests of our stakeholders.

HOW WE ARE DOING

LOGO


	2017		2018		2019		2020		2021		2022

WATERS CORPORATION		100.00		97.65		120.94		128.07		192.87		177.33

NYSE MARKET INDEX		100.00		91.05		114.28		122.26		147.54		133.75

SIC CODE INDEX		100.00		95.62		125.72		148.85		191.58		156.89

S&P 500 INDEX		100.00		109.38		135.10		179.41		220.97		147.77

PROPOSAL 1 — ELECTION OF DIRECTORS

WHO WE ARE

At Waters, we believe that tone for excellence and integrity is set at the top — with us, the Board. In this Proxy Statement, we highlight examples of our strong oversight actions and the exceptional stature, accomplishments, and diversity amongst our members.

Our diverse Board is comprised of Directors with extensive industry experience and a broad set of skills, attributes, and backgrounds critical to providing us with strategic and operational oversight. As part of our Board’s long-standing commitment to ongoing and planned Board refreshment, we were pleased to appoint Messrs. Brennan and Vergnano to the Board in November 2022 and Mr. Fearon in March of 2023. The Board has an active search to identify new directors and is looking exclusively for female director candidates who will bring additive and complementary skills to the Board. Effective as of the Annual Meeting, the size of our Board will be reduced from 10 (ten) to 9 (nine) Directors. As noted in last year’s proxy statement, Mr. Conard is not standing for re-election at the Company’s Annual Meeting. Mr. Conard has provided thoughtful financial and strategic perspective during his tenure. The Company thanks him for his service.

Director Diversity & Tenure

LOGO

Director Experience and Skills Matrix

LOGO



Dr. Flemming Ornskov, M.D., M.P.H. Chairman of the Board Chief Executive Officer, Galderma Independent Director since 2017 Age: 65 Committees • Nominating and Corporate Governance (Chair) • Compensation		Dr. Flemming Ornskov is currently CEO of Galderma (since 2019), a healthcare company focused on dermatology. He brings operational and medical knowledge along with extensive international, strategic planning and operational experience in the healthcare sector having an extensive career serving in senior leadership roles and on boards at a number of global pharmaceutical, biotechnology and healthcare companies. Dr. Ornskov qualified as a Doctor of Medicine at the University of Copenhagen Medical School and earned a Master of Public Health (MPH) from Harvard University School of Public Health and an MBA from INSEAD. Additional Experience • Chief Executive Officer and Board member, Shire plc (2013 – 2019) • Chief Marketing Officer and Global Head of Strategic Marketing for General & Specialty Medicine, Bayer AG (2010 – 2012) • Global President of Pharmaceuticals and OTC, Bausch & Lomb, Inc. (2008 – 2010) • Prior to these assignments, held roles of increasing responsibility at among others, Merck & Co. Inc. and Novartis AG Other Public Company Boards • Centogene NV (NSDQ: CNTG) Former (past 5 years) • Karo Pharma AB (STO: KARO) (2019 – November 24, 2022)(Taken private and now known as Karo Healthcare AB) • Recordati S.p.A.

Linda Baddour Former EVP and Chief Financial Officer, PRA Health Sciences Independent Director since 2018 Age: 64 Committees • Audit (Chair) • Finance		Ms. Baddour is the former Executive Vice President and CFO of PRA Health Sciences (2007 – 2018). She provides the Waters Board with significant accounting, finance and health care industry expertise, gained through her extensive experience as a senior financial executive across healthcare, life sciences, and pharmaceutical services and banking companies. Ms. Baddour is also a certified public accountant and received a BA and MBA from the University of North Carolina at Wilmington. Additional Experience • Chief Financial Officer and Accounting Officer at Pharmaceutical Product Development, Inc. (2002 – 2007); Chief Accounting Officer (1997 – 2007); Corporate Controller (1995 – 1997) • Controller of Cooperative Bank for Savings Inc. (1980 – 1995) Other Public Company Boards • Cryoport, Inc. (NSDQ: CYRX) (2021 – present) Former (past 5 years) None



Dr. Udit Batra, Ph.D. President and Chief Executive Officer, Waters Director since 2020 Age: 52 Committees None		Dr. Batra is currently Chief Executive Officer of Waters, a position he has held since 2020. He brings more than two decades of leadership and operational expertise in the healthcare and life sciences industries, including leadership of multi-billion-dollar global organizations. Dr. Batra received a B.S. from the University of Delaware and a PhD in Chemical Engineering from Princeton University. Additional Experience • Chief Executive Officer, MilliporeSigma, life sciences business of publicly traded Merck KGaA (2014 – 2020) • President and CEO, Consumer Health, Merck KGaA (2011 – 2014) • Held various leadership roles at Novartis International AG (2006 – 2011) • Senior Engagement Manager at McKinsey & Company (2001 – 2004) • Research Fellow, Merck & Co., Inc. (1996 – 2001) Other Public Company Boards • None Former (past 5 years) None

Dan Brennan Executive Vice President and Chief Financial Officer, Boston Scientific Corporation Independent Director since 2022 Age: 57 Committees • Audit • Finance		Mr. Brennan is currently Executive Vice President and Chief Financial Officer of Boston Scientific Corporation (since 2014), a global medical device company. He brings more than two decades of finance leadership in the medical device industry, including at a multi-billion-dollar global organization where he is responsible for all financial operations, business development and strategic development. During his time at Boston Scientific, he helped oversee successful margin and revenue growth initiatives. He also possesses public company Board experience. Mr. Brennan is a certified public accountant and earned a BS and an MBA from Babson College. Additional Experience • Senior Vice President and Corporate Controller, (2010-2013); Various roles of increasing responsibility within finance function (1996-2009), Boston Scientific Corporation • Held roles of increasing responsibility within finance function, Millipore Corporation (1990-1996) • Corporate Auditor, Standex, Inc. (1988-1989) Other Public Company Boards None Former (past 5 years) • Nuance Communications (NASDAQ: NUAN) (2018-2022)

Richard Fearon

Former Vice Chairman & Chief Financial & Planning Officer, Eaton Corporation

Independent Director since 2023

Age: 67

Committees

• Audit

Mr. Fearon is currently an independent director.

He brings international business experience with expertise in accounting, corporate development (M&A), information systems, internal audit, investor relations, and strategic planning to the Waters Board. He also possesses significant public company Board experience.

Mr. Fearon received an AB from Stanford University and a JD and MBA from Harvard University.

Additional Experience

• Vice Chairman (2009 – 2021); Chief Financial and Planning Officer (2002 – 2021), Eaton Corporation

• Senior Vice President, Corporate Development and Strategic Planning (1997 – 2001); Vice President, Corporate Development (1995 – 1997), Transamerica Corporation

• Vice Chairman, NatSteel Chemicals and General Manager, Corporate Development, NatSteel Ltd. (1990 – 1995)

• Held positions at Booz Allen Hamilton, The Walt Disney Company, and The Boston Consulting Group

Other Public Company Boards

• CRH plc (NYSE: CRH) (2020 – present)

• Crown Holdings, Inc. (NYSE: CCK) (2019 – present)

• Avient Corporation (NYSE: AVNT) (2004 – present)

Former (past 5 years)

• Eaton Corporation plc (NYSE: ETN) (2015 – 2021)

• Hennessy Capital Investment Corporation VI (NSDQ: HCVIU) (2021 –March 27, 2023) (Mr. Fearon resigned from this board effective as of the date of his appointment to Waters’ board)

Dr. Pearl S. Huang, Ph.D.

President and Chief Executive Officer, Dunad Therapeutics

Independent Director since 2021

Age: 65

Committees

• Science and Technology (Chair)

• Nominating and Corporate Governance

Dr. Huang is currently President and Chief Executive of Dunad Therapeutics, a Novartis-backed biopharmaceutical startup (since May 2022).

She brings deep scientific knowledge along with extensive international and operational experience in the pharmaceutical sector both in senior leadership and operational roles.

Dr. Huang earned a BS in biology from MIT and a Ph.D. in molecular biology from Princeton University.

Additional Experience

• Cygnal Therapeutics (2019 – 2022)

• Venture Partner at Flagship Pioneering (2019 – 2022)

• Senior Vice President and Global Head, Therapeutic Modalities, F. Hoffman La-Roche, Ltd. (2014 – 2018)

• Vice President and Global Head of Discovery Academic Partnerships (DPAc) Alternative Discovery and Development, GlaxoSmithKline plc (2012 – 2014)

• Founder and CSO, Beigene LTD (2010 – 2012)

• Vice President, Oncology Integrator, Discovery and Early Development, Merck and Co. (2006 – 2010)

• Held roles of increasing responsibility at Merck & Co. Inc. and GlaxoSmithKline plc

Other Public Company Boards

• BB Biotech AG (SWX: BION) (2022 – present)

Former (past 5 years)

None

Wei Jiang

Former EVP, President of Pharmaceuticals Region China & Asia Pacific, and President, Bayer Group Greater China Region, Bayer AG

Independent Director since 2021

Age: 59

Committees

• Science and Technology

Mr. Jiang is currently an independent director.

His more than 25 years’ experience in the pharmaceutical and medical device industries, with particular focus in China and the Asia/Pacific region at large allows him to bring experienced international perspective to the Waters Board.

Mr. Jiang received a MA in economics and finance from Indiana State University and a BBA from Campbell University.

Additional Experience

• Former EVP, President of Pharmaceuticals Region China &Asia Pacific (2015-2021), and President of Bayer Group Greater China Region (2019-2021), Bayer AG

• Senior Vice President, GRA BU & Key Accounts, AstraZeneca plc (2011 – 2012) and other management roles (2006-2010)

• Managing Director, China Operations, Guidant Corporation (2004 – 2006)

• Various management roles, Eli Lilly & Company (1999 – 2004)

Other Public Company Boards

• None

Former (past 5 years)

• None

Christopher A. Kuebler

Former Chairman and Chief Executive Officer, Covance

Independent Director since 2006

Age: 69

Committees

• Compensation (Chair)

• Science and Technology

Mr. Kuebler is currently an independent director and investor.

His 30 years of experience in the pharmaceutical and pharmaceutical service industries, including 10 years as Chairman and Chief Executive Officer of Covance allows him to bring an experienced management perspective to the Waters Board, as well as expertise in the oversight of financial accounting and business strategy.

Mr. Kuebler earned a BS in biology from Florida State University.

Additional Experience

• Chairman and Chief Executive Officer, Covance Inc. and its predecessor companies (1994 – 2004); Chairman (during 2005)

• Spent nearly 20 years in the pharmaceutical industry at Abbott Laboratories, Squibb, Inc., and the Monsanto Company

Other Public Company Boards

• None

Former (past 5 years)

• Nektar Therapeutics (NSDQ: NKTR) (2001 – 2018)

Mark Vergnano

Former Chairman, President and Chief Executive Officer, The Chemours Company

Independent Director since 2022

Age: 65

Committees

• Nominating and Corporate Governance

• Science and Technology

Mr. Vergnano is currently an independent director.

He provides the Waters Board with significant senior executive leadership at global sciences companies. Mr. Vergnano brings deep operational experience and a proven track record of business transformation and consistent growth at The Chemours Company and DuPont. He also possesses public company Board experience.

Mr. Vergnano received a BS from the University of Connecticut and an MBA from Virginia Commonwealth University.

Additional Experience

• Roles of increasing responsibility, including Executive Vice President (2014 – 2015); Executive Vice President, Building Innovations, Protection Technologies, Sustainable Solutions, Electronics and Communications, Chemicals and Fluoroproducts and Titanium Technologies (2009 – 2014); and Group Vice President, Safety and Protection (2006 – 2009), DuPont (1980 – 2015)

Other Public Company Boards

• Johnson Controls International PLC (NYSE: JCI) (2016 – present)

Former (past 5 years)

• The Chemours Company (NYSE: CC) (2015 – 2022)

Required Vote and Recommendation of the Board of Directors

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), except that directors will be elected by plurality vote at any meeting of shareholders for which the number of nominees exceeds the number of directors to be elected (a contested election). 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.

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

CORPORATE GOVERNANCE

HOW WE ARE SELECTED AND ELECTED

Nine Directors are to be elected at the Annual Meeting, each to hold office until his or her successor is elected and qualified or until his or her earlier resignation, death or removal. It is intended that the Proxies in the form included with this Proxy Statement will be voted for the nominees set forth above unless shareholders specify to the contrary in their Proxies or specifically abstain from voting on this matter.

Majority Voting

The Company’s bylaws (the “Bylaws”) provide for majority voting for Directors in uncontested elections. A further description of the Company’s majority voting provisions can be found above.

Board Candidates

The Nominating and Corporate Governance Committee, together with the Board, is responsible for assessing the appropriate skills, attributes, experiences, and diversity of background, including a candidate’s gender and ethnic and racial background, that we seek in Board members in the context of the existing composition of the Board.

The Nominating and Corporate Governance Committee believes that candidates for service as a Director of the Company should meet certain minimum qualifications. The Company’s Corporate Governance Guidelines (the “Guidelines”) and Nominating and Corporate Governance Committee Charter (the “NGC Charter”) clarify that when assessing candidates for Director, the Nominating and Corporate Governance Committee considers candidates’ skills, experience, and diversity (such as, and including but not limited to, diversity of gender, race/ethnicity, age, geographic location, and nationality), and seeks individuals who are highly accomplished in their respective fields, with superior educational and professional credentials. Candidates should satisfy the Company’s independence criteria, which are part of its Guidelines and summarized below, and follow the applicable listing standards of the New York Stock Exchange.

The Company has a process for identifying and selecting candidates for Board membership. Initially, the Chairman, the President and Chief Executive Officer (“CEO”), the Nominating and Corporate Governance Committee, or other Board members identify a need either to expand the Board with a new member possessing certain specific characteristics or to fill a vacancy on the Board. A search is then undertaken by the Nominating and Corporate Governance Committee, working with recommendations and input from Board members, members of senior management, professional contacts, external advisors, nominations by shareholders, and/or the retention of a professional search firm, if necessary. Any shareholder wishing to propose a nominee should follow the process described in the Bylaws to submit the candidate’s name and appropriate biographical information to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757. In addition to satisfying the requirements of the Bylaws, to comply with the SEC’s universal proxy rules, any shareholder intending to solicit proxies in support of a nominee other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

An initial slate of candidates is identified that will satisfy the criteria for Board membership and is presented to the Nominating and Corporate Governance Committee for review. Upon review by the Nominating and Corporate Governance Committee, a series of interviews of one or more candidates is conducted by the Chairman, the President and CEO, and at least one member of the Nominating and Corporate Governance Committee. During this process, the full Board is informally apprised of the status of the search and its input is solicited.

Upon identification of a final candidate, the entire Nominating and Corporate Governance Committee will meet to consider the credentials of the candidate and thereafter, if approved, will submit the candidate for approval by the full Board.

Proxy Access

The Board has adopted a proxy access bylaw provision that allows eligible shareholders or groups of up to 20 shareholders who have held at least 3% of our common stock continuously for three years to nominate up to two individuals or 20% of the Board, whichever is greater, for election at our annual shareholder meeting, and to have those individuals included in our proxy materials for that meeting.

Board/Director Independence

The Company’s Guidelines include criteria adopted by the Board to assist it in making determinations regarding the independence of its members. The Guidelines include the Company’s categorical standards of independence, which our Board approved. The Guidelines are available on the website https://www.waters.com under the caption “Corporate Governance.” The criteria, summarized below, are consistent with the New York Stock Exchange listing standards regarding director independence. To be considered independent, the Board must determine that a director does not have a material relationship, directly or indirectly, with the Company. A director will not be considered independent if:

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he or she or an immediate family member is, or has been within the last three years, an executive officer of the Company;

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he or she or an immediate family member is a current partner of an internal or external auditor of the Company or has been within the last three years a partner or employee of an internal or external auditor of the Company who personally worked on the Company’s audit;

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he or she or an immediate family member is, or has been within the last three years, an executive officer of a public company where any of the Company’s present executive officers at the same time serves or served on the compensation committee of that company’s board;

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he or she is a paid advisor or consultant to the Company receiving in excess of $120,000 per year in direct compensation from the Company (other than fees for service as a director) within the past three years or has an immediate family member who has been a paid advisor or consultant to the Company; or

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he or she or an immediate family member is an employee (or in the case of an immediate family member, an executive officer) of a company that does business with the Company and the annual payments to or from the Company, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of the other company’s annual gross revenues.

In addition, a director will not be considered independent if he or she, or an immediate family member, is or has been an executive officer of a tax-exempt entity that receives contributions in any fiscal year from the Company exceeding the greater of $1 million or 2% of its gross revenues. A director also will not be considered independent if he or she is a current employee of an internal or external auditor of the Company or has an immediate family member who is a current employee of an internal or external auditor of the Company who participates in such firm’s audit, assurance, or tax compliance practice.

The Board has determined that each Director, other than Dr. Batra, the Company’s President and CEO, has no material relationship with the Company and otherwise qualifies as “independent” under these criteria and the applicable listing standards of the New York Stock Exchange.

HOW WE ARE EVALUATED

The Nominating and Corporate Governance Committee conducts an annual evaluation of the Board and each of its committees. In December 2022, the evaluation, in the form of a questionnaire, was circulated to all members of the Board and each committee. The Company’s General Counsel received all of the questionnaires, compiled the results, and circulated them to the Board and each committee for discussion and analysis during January and February 2023. It is the intention of the Nominating and Corporate Governance Committee to continue to engage in this process annually.

HOW WE GOVERN AND ARE GOVERNED

At Waters, we believe that sound principles of corporate governance are essential to protecting Waters’ reputation, assets, investor confidence, customer loyalty, and sustainability. Our Guidelines can be found on our website at www.waters.com and are available in print upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757.

We also believe in sound principles of board governance — how we govern ourselves sets the tone for how our company is governed more generally. Our board governance practices include:

✓ Proxy Access

As described in the preceding section on how Directors are selected, the Company enables eligible shareholders to nominate director candidates via our proxy access process as governed by our Bylaws.

✓ Majority Approval Required for Director Elections

If an incumbent Director up for re-election at a meeting of shareholders fails to receive a majority of affirmative votes in an uncontested election, the Board will adhere to the director resignation process as provided in our Bylaws.

✓ Independent Board and Committees

All Directors except our President and CEO, and all members of the Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee are independent.

✓ Engaged in Strategy

Our Board is engaged in advising and overseeing the Company’s strategy and strategic priorities.

✓ Director Qualifications and Evaluations

All independent Directors meet the candidate qualifications set forth in our Guidelines and as summarized in the above sections of this Proxy Statement: “— How We Are Selected and Elected — Board Candidates” and “— How We Are Selected and Elected — Board/Director Independence”.

✓ Regular Executive Sessions of Independent Directors

Our independent Directors meet privately on a regular basis. Our Chairman presides at such meetings.

✓ Stock Ownership Requirements

We have robust stock ownership requirements for our Directors and executive officers.

✓ Enterprise Risk Management

We have an enterprise risk management framework to identify, assess, manage, report, and monitor enterprise risk, including information security risk, and areas that may affect our ability to achieve our objectives.

✓ Human Capital Management

Our Board dedicates a meeting session to talent review, diversity, and succession.

Related Party Transactions Policy

The Board has adopted a written Related Party Transactions Policy, which covers “Interested Transactions” between a “Related Party” or parties and the Company. An Interested Transaction is a transaction or arrangement in which the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year and in which the Company and/or any Related Party may have an interest. A Related Party includes an executive officer, director or nominee for election as a director of the Company, any holder of more than a 5% beneficial ownership interest in the Company, any immediate family member of any of the foregoing, or any firm, corporation or entity in which any of the foregoing persons is employed or is a general partner or principal or in which such person or persons collectively have a 10% or greater beneficial ownership interest.

Pursuant to the policy, the General Counsel is responsible for identifying potential Interested Transactions and determining whether a proposed transaction is an Interested Transaction and accordingly, reportable to the Nominating and Corporate Governance Committee for consideration at its next regularly scheduled meeting. The

Nominating and Corporate Governance Committee will review the material facts of all Interested Transactions and report its recommendations to the Board which will either approve or disapprove the Interested Transaction.

The Nominating and Corporate Governance Committee and the Board have reviewed and determined that certain categories of Interested Transactions are deemed to be pre-approved or ratified (as applicable) by the Board under the terms of the policy. These are: (a) the employment and compensation arrangements of named executive officers required to be reported in the Company’s proxy statement; (b) Director compensation required to be reported in the Company’s proxy statement; (c) ordinary course charitable contributions periodically reviewed by the Compensation Committee of the Board; and (d) ordinary course business transactions conducted on an “arm’s length” basis with Galderma S.A. (of which Dr. Flemming Ornskov is Chief Executive Officer), and Avient Corp. (of which Mr. Fearon is an independent director but not an employee).

In addition, Senior Vice President, General Counsel, and Secretary Ms. Keeley A. Aleman’s husband, Dr. Patrick Maiella, is a current employee of the Company. Dr. Maiella received approximately $200,000 in compensation from the Company during 2022. He also participated in our employee benefit plans on the same basis as other similarly situated employees in 2022.

Stock Ownership Guidelines

In order to closely align Directors’ and executive officers’ interests with those of the Company’s shareholders, the Company has minimum stock ownership guidelines for its executive officers and non-employee Directors. These guidelines require the accumulation by anyone who holds the CEO position of common stock equal to five times his or her base salary over a three-year period and the accumulation by our other executive officers of common stock equal to two times their base salary over a five-year period. The stock ownership guidelines for non-employee Directors require the accumulation of a minimum of five times the annual cash Board retainer over a five-year period.

If an executive officer or Director shall become 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 executive officer or 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 an executive officer or Director, any shares of unvested restricted stock, unvested restricted stock units (“RSUs”) and vested “in-the-money” stock options granted by the Company to such executives or Directors apply toward the satisfaction of the guidelines. Unvested PSUs are not applied toward the satisfaction of stock ownership guidelines.

Dr. Udit Batra joined the Company in September 2020 and has until September 2023 to meet the requirements of the ownership guidelines. Mr. Amol Chaubal joined the Company in May 2021 and has until 2026 to meet the requirements of the ownership guidelines. Dr. Huang and Mr. Jiang were appointed to the Board effective January and July 2021, respectively, and have until 2026 to meet the requirements of the ownership guidelines. Mr. Brennan and Mr. Vergnano were appointed to the Board effective November 2022 and have until 2027 to meet the requirements of the ownership guidelines. Mr. Fearon was appointed to the Board effective March 2023 and has until 2028 to meet the requirements of the ownership guidelines. All of our named executive officers and current Directors have satisfied the requirements of the ownership guidelines, except for Drs. Batra and Huang and Messrs. Brennan, Chaubal, Jiang, Fearon, and Vergnano, who are each within their initial compliance periods as noted above.

Guidelines, Code of Conduct, Global Complaint Reporting Policy, and Ethics Helpline

The Board has adopted the Guidelines, a Global Code of Business Conduct and Ethics for employees, executive officers, and Directors, and a Global Complaint Reporting Policy, the Company’s “whistleblower” policy, regarding the treatment of potential legal and compliance concerns, including those relating to accounting, internal accounting controls, and auditing matters. The Company’s Waters Ethics Helpline, which is confidentially operated by a third-party vendor, provides the Waters workforce and others a comprehensive and

confidential reporting tool to report concerns. All of the foregoing documents are available on the Company’s website at https://www.waters.com under the caption “Corporate Governance” and copies may be obtained, without charge, upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757. The Waters Ethics Helpline may be accessed at https://waters.ethicspoint.com/.

Policy Against Hedging

In 2013, the Board adopted a policy prohibiting Directors, executive officers, and certain key employees designated by the Company based on their access to material non-public information from making short sales of Company stock or trading in options on Company stock and purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset any decrease in market value of equity securities of the Company. This prohibition does not apply to any bona fide pledge of equity securities of the Company not made for the purpose of hedging.

Risk Oversight

Board’s Role in Risk Oversight Generally

Included in the Company’s Annual Report are the risk factors affecting the Company, which are periodically reviewed by the Board and the Audit Committee and updated or expanded as warranted. The Board is responsible for overseeing the management and operations of the Company, including its risk assessment and risk management functions. The Board has delegated responsibility to reviewing the Company’s policy with respect to risk assessment and management to the Audit Committee.

Additionally, the Company has an enterprise risk management framework under the oversight of the Vice President, Internal Audit and Chief Compliance Officer, which includes an information security risk management framework under the specific oversight of the Vice President and Chief Information Officer. This program seeks to identify new risks, develop and implement risk mitigation plans, and monitor the results affecting the Company’s business and operations on an ongoing basis. Management of the Company actively participates in this program and briefs the Audit Committee on the strategic, operational, compliance, and financial risks affecting the Company and efforts undertaken to mitigate them. In addition, management of the Company provides a similar briefing of such risks and risk mitigation efforts to the Board annually. The Compensation Committee has responsibility for oversight of risk related to compensation matters as more fully described below.

Compensation-Related Risk

The Compensation Committee conducted a review to determine if any of the Company’s compensation plans or practices would be reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviewed various components and aspects of the Company’s compensation plans and practices, including their size, scope, and design. The Compensation Committee also reviewed whether the compensation plans and practices promote unnecessary risk-taking and the policies in place to mitigate risk associated with these plans. The review included an assessment of design features that could encourage excessive risk-taking and the potential magnitude of such risks, including design features such as a short-term oriented pay mix, overly aggressive goal setting, and over-weighting of annual incentives as compared to long-term incentives. The policies that exist to mitigate compensation-related risk include, among others, (1) the Company’s Recoupment Policy; (2) stock ownership guidelines for executive officers; (3) a five-year vesting period for stock options and three- to five-year vesting periods for RSUs; (4) a three-year performance period and a maximum payout cap for performance-based restricted stock units (“PSUs”); (5) a prohibition on hedging; (6) a required post-vesting holding period for PSUs; and (7) the independent oversight of compensation programs by the Compensation Committee, with input from an independent compensation consultant. In addition, several features of the Company’s annual incentive plan (the “AIP”) mitigate compensation-related risk, including the use of payout caps, a clear link between payouts under the plan and the Company’s financial performance, and the Compensation Committee’s oversight in determining payouts under the plan. Based on this review, the Compensation Committee and the Company do not believe that there are any compensation-related risks arising from the Company’s compensation plans and practices that would be reasonably likely to have a material adverse effect on the Company.

HOW WE ARE ORGANIZED

Board Leadership Structure

As stated in the Company’s Guidelines, the Board has no set policy with respect to the separation of the offices of Chairman and CEO. In 2022, Dr. Batra served as President and CEO of the Company and Dr. Flemming Ornskov served as Chairman of the Board. While no written policy currently exists, the Board believes that separating the offices of Chairman and CEO facilitates an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company’s business by the Board.

Role of Compensation Consultant, Compensation Committee, and Management in Decision-Making

The Compensation Committee engaged Pearl Meyer as its outside independent compensation consultant during 2022. Pearl Meyer participates in Compensation Committee meetings and executive sessions and advises the Compensation Committee on a range of executive officer and Director compensation matters, including annual and long-term incentive plan design, competitive market assessments, compensation trends and best practices, and technical and regulatory developments. Pearl Meyer provides services to the Compensation Committee related only to executive officer and Director compensation, including peer group composition, comparing executive officer and Director compensation arrangements to those of the peer group and the broader market, and providing market data and advice regarding executive and Director compensation plans. The Compensation Committee has the authority to engage and terminate independent legal, accounting, and other advisors as it deems necessary or appropriate to carry out its responsibilities.

The Compensation Committee regularly reviews the services provided by Pearl Meyer and has determined that Pearl Meyer is independent in providing consulting services to the Compensation Committee. The Compensation Committee conducted a review of its relationship with Pearl Meyer in 2022 and determined that Pearl Meyer’s work for the Compensation Committee did not raise any conflicts of interest, considering the factors set forth in the applicable rules of the SEC and the New York Stock Exchange.

The Compensation Committee approves all compensation decisions for our named executive officers, after consulting with Pearl Meyer, as appropriate. The Senior Vice President, Chief Human Resources Officer and the Vice President, Total Rewards also provide the Compensation Committee with information and analysis on the Company’s executive compensation programs, as requested. In the beginning of 2022, our President and CEO, Dr. Batra, provided the Compensation Committee with his assessment of the performance of the Company and the other named executive officers, and made compensation recommendations for such other named executive officers. The Compensation Committee, however, makes all final decisions with respect to the compensation of the CEO and the other named executive officers. No named executive officer makes any decision or recommendation to the Compensation Committee on any element of his or her own compensation.

DIRECTOR MEETINGS AND BOARD COMMITTEES

Meetings

The Board held 8 (eight) meetings during the year ended December 31, 2022. The Board has determined that each Director other than Dr. Batra, the Company’s President and CEO, has no material relationship with the Company and otherwise qualifies as “independent” under applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence” above. The Board meetings held in 2022 included sessions on annual operating plan; enterprise risk management; talent review, diversity, and succession; strategy; and innovation.

During 2022, all of the Company’s current Directors attended 100% of the meetings of the Board held during the period for which he or she was a Director. During 2022, each of the Company’s current Directors attended at least 75% of the meetings of the committees on which he or she served. During 2022, the Audit Committee met 6 (six) times, the Compensation Committee met 3 (three) times and the Nominating and Corporate Governance Committee met 4 (four) times. In addition, during 2022, the Finance Committee met 5 (five) times and the Science and Technology Committee met 2 (two) times.

The Company encourages Director attendance at annual shareholder meetings but does not have a formal policy requiring attendance. All Directors attended the 2022 annual meeting of shareholders.

Audit Committee

The Audit Committee currently consists of Ms. Linda Baddour (Chair), Mr. Dan Brennan and Mr. Richard Fearon. Effective March 27, 2023, Mr. Fearon replaced Mr. Edward Conard, who is not standing for re-election at the Annual Meeting. The Audit Committee oversees the activities of the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), and provides oversight with respect to accounting and financial reporting and audit functions. The Audit Committee meets the definition of “Audit Committee” as defined in Section 3(a)(58)(A) of the Exchange Act. The Audit Committee engages the independent registered public accounting firm, and performs certain other functions pursuant to its charter, a copy of which is available on the Company’s website at https://www.waters.com under the caption “Corporate Governance.” Each member of the Audit Committee is independent under SEC rules and the applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.” The Board has determined that each member of the Audit Committee is an “audit committee financial expert” within the meaning of the SEC rules and has “accounting or related financial management expertise” within the meaning of New York Stock Exchange rules.

Compensation Committee

The Compensation Committee currently consists of Mr. Christopher A. Kuebler (Chair), Mr. Edward Conard and Dr. Flemming Ornskov. The Board has appointed Mr. Mark P. Vergnano to serve on the Compensation Committee, effective as of the date of the Annual Meeting, to replace Mr. Edward Conard. The Compensation Committee approves the compensation of executive officers of the Company, makes recommendations to the Board with respect to Director compensation, and administers the Company’s incentive plans. The Compensation Committee (i) has the authority, in its sole discretion, to retain or to obtain the advice of one or more advisors and to terminate the service of such advisors and (ii) may form and delegate authority to subcommittees as it deems appropriate and to officers of the Company such responsibilities of the Committee as may be permitted by applicable laws, rules or regulations, in each case in accordance with the listing standards set forth by the NYSE. The Compensation Committee’s charter is available on the Company’s website at https://www.waters.com under the caption “Corporate Governance.” Each member of the Compensation Committee is independent under the applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

Finance Committee

The Finance Committee currently consists of Mr. Edward Conard (Chair), Ms. Linda Baddour and Mr. Dan Brennan. The Finance Committee oversees the Company’s financial activities and financial condition. Among other things, it reviews and makes recommendations to the Board with respect to financing plans and strategies, investment policies, and capital markets activities. Each member of the Finance Committee is independent under the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.” The Board expects to dissolve the Finance Committee, effective as of the date of the Annual Meeting, and its function will thereafter be performed by the Audit Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Dr. Flemming Ornskov (Chair), Dr. Pearl Huang and Mr. Mark P. Vergnano. The Nominating and Corporate Governance Committee oversees, among other things, the recruitment and recommendation of candidates for the Board. The Nominating and Corporate Governance Committee may, as it deems appropriate, consider any candidates suggested by the shareholders of the Company. The Nominating and Corporate Governance Committee also develops and recommends to the Board the Guidelines for the Company. The NGC Charter, which sets forth all of the Nominating and Corporate Governance

Committee’s functions, is available on the Company’s website at https://www.waters.com under the caption “Corporate Governance.” Each member of the Nominating and Corporate Governance Committee is independent under the applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

Science and Technology Committee

The Science and Technology Committee currently consists of Dr. Pearl Huang (Chair) Mr. Wei Jiang, Mr. Christopher A. Kuebler, and Mr. Mark P. Vergnano. In connection with his appointment to the Compensation Committee, effective as of the date of the Annual Meeting, Mr. Vergnano will no longer serve on the Science and Technology Committee. The Science and Technology Committee reviews current and emerging scientific technologies applicable to the Company’s business. Among other things, it reviews scientific technology strategies and potential investments both internally and externally and provides updates to the Board. Each member of the Science and Technology Committee is independent under the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The information contained in this report shall not be deemed to be “soliciting material” or “filed” except to the extent that Waters specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

During 2022, the Audit Committee of the Board, in conjunction with management and PwC, the Company’s independent registered public accounting firm, focused on the following items:

1. Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Act”) and the adequacy of Company internal controls;

2. The appropriateness of Company financial reporting and accounting processes;

3. The independence and performance of the Company’s independent registered public accounting firm;

4. Company compliance with laws and regulations, including compliance with applicable provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

5. Review of the Company’s independent registered public accounting firm’s quality control procedures.

The Company retains Ernst &Young LLP to assist in elements of continuing compliance with Section 404 of the Act. The Company’s compliance with Section 404 of the Act is managed primarily by the Company’s Vice President, Internal Audit and Chief Compliance Officer in conjunction with the Company’s Senior Vice President and Chief Financial Officer. During 2022, the Audit Committee received regular and detailed briefings from the Company’s Vice President, Internal Audit and Chief Compliance Officer and PwC regarding the Company’s compliance with Section 404 of the Act. On February 17, 2023, the Company’s Vice President, Internal Audit and Chief Compliance Officer and PwC reported to the Audit Committee that no material weaknesses had been identified in the Company’s internal control over financial reporting as of December 31, 2022.

The Board has adopted a written charter setting out more specifically the functions that the Audit Committee is to perform. The charter is reviewed on an annual basis by the Audit Committee and the Audit Committee is advised as to any corporate governance developments which may warrant charter amendments. The charter is available on the Company’s website at https://www.waters.com under the caption “Corporate Governance.” A discussion of the Audit Committee’s role in risk oversight can be found under the heading “— Risk Oversight — Board’s Role in Risk Oversight Generally” above.

As stated in its charter, the Audit Committee is tasked with, among other things, reviewing with management the Company’s guidelines and policies with respect to its approach to risk assessment and risk management. In addition, major financial risk exposures and means of monitoring and controlling these exposures, is to be discussed with management.

The Audit Committee held 6 (six) meetings during the fiscal year ended December 31, 2022. The Audit Committee reviewed on a quarterly basis, with members of the Company’s management team, the Company’s quarterly and annual financial results prior to the release of earnings and the filing of the Company’s quarterly and annual financial statements with the SEC. The Board has determined that each of the three current members of the Audit Committee — Ms. Baddour (Chair), Mr. Dan Brennan and Mr. Richard Fearon — as well as the signatories of the audit committee report as of February 17, 2023, is an “audit committee financial expert” as defined under the applicable rules and regulations of the SEC and has “accounting or related financial management expertise” within the meaning of the New York Stock Exchange rules. Company management has primary responsibility for the financial statements and reporting processes. The Company’s independent registered public accounting firm, PwC, audits the annual financial statements and is responsible for expressing an opinion on their conformity with generally accepted accounting principles (“GAAP”).

The Audit Committee has adopted the following guidelines regarding the engagement of PwC to perform non-audit services for the Company:

Company management will submit to the Audit Committee for approval a list of non-audit services that it recommends the Audit Committee engage its independent registered public accounting firm to provide from time to time during the fiscal year and an estimated amount of fees associated with such services. Company management and the Company’s independent registered public accounting firm will each confirm to the Audit Committee that each non-audit service on the list is permissible under all applicable legal requirements. The Audit Committee will, in its discretion, either approve or disapprove both the list of permissible non-audit services and the estimated fees for such services. The Audit Committee will be informed routinely as to the non-audit services actually provided by the Company’s independent registered public accounting firm pursuant to this pre-approval process and the actual expenditure of fees associated therewith as well as new non-audit services being requested for approval.

To ensure prompt handling of unexpected matters, the Audit Committee delegates to its Chair the authority to amend or modify the list of approved permissible non-audit services and fees. The Chair will report action taken to the Audit Committee at the next Audit Committee meeting.

PwC and the Company ensure that all audit and non-audit services provided to the Company have been pre-approved by the Audit Committee.

The Audit Committee hereby reports for the fiscal year ended December 31, 2022 that:

1. It has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2022 with Company management;

2. It has reviewed and discussed with PwC those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Commission);

3. It has received from PwC written disclosures and a letter required by the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence;

4. It has considered whether, and determined that, the provision of non-audit services to the Company by PwC as set forth below, was compatible with maintaining auditor independence; and

5. It has reviewed and discussed with PwC its internal quality control procedures, and any material issues raised by the most recent internal quality control review, or peer review, or by any inquiry or investigation by governmental or professional authorities within the preceding five years.

Based on the items reported above, on February 17, 2023, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC. The recommendation was accepted by the Board on February 27, 2023.

Ms. Linda Baddour (Chair) Mr. Dan Brennan Mr. Edward Conard

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2022, the Compensation Committee consisted of Mr. Christopher A. Kuebler (Chair), Mr. Edward Conard and Dr. Flemming Ornskov. During 2022, no member of the Compensation Committee was an officer or employee of the Company or served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the Company’s Board or its Compensation Committee and no executive officer of the Company served on the compensation committee or board of directors of any entity that has one or more executive officers serving on the Company’s Board or Compensation Committee.

HOW TO COMMUNICATE WITH US

The Board of Directors seeks input from a wide variety of shareholders and stakeholders to inform its work. We describe elsewhere in this Proxy Statement the Board’s and the Company’s shareholder engagement activities. We also enable communication via:

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participating in our annual meeting;

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calling our investor and customer service line at (508) 478-2000;

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using our ethics reporting email https://waters.ethicspoint.com/, our ethics@waters.com email, or our internal audit email internal_audit@waters.com. Our internal audit function has a direct reporting line to us, the Board; or

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participating in our various investor relations communications opportunities.

In addition, we enable shareholders and other interested parties to communicate with the Chairman or with the non-employee Directors, individually or as a group, by writing to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757. Any such communication should include the name and return address of the shareholder or other party, the specific Director or Directors to whom the contact is addressed, and the nature or subject matter of the contact. All communications will be sent directly to the appropriate Board member.

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the books, records, and accounts of the Company for the fiscal year ending December 31, 2023. In accordance with a vote of the Audit Committee and as approved by the Board, this selection is being presented to the shareholders for ratification at the Annual Meeting. A representative of PwC is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

Fees

The aggregate fees for the fiscal years ended December 31, 2022 and 2021 billed by PwC were as follows:


	2022		2021

Audit Fees	$	5,265,247	$	4,923,741

Audit-Related Fees		27,151		36,967

Tax-Related Fees

Tax Compliance		589,022		543,607

Tax Planning		379,743		173,617


Total Tax-Related Fees		968,765		717,224

All Other Fees		956		956


Total	$	6,253,119	$	5,678,888

Audit Fees — consists of fees for the audit of the Company’s annual financial statements, statutory audits, review of the interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

Audit-Related Fees — consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, acquisition-related services, attest services not required by statute or regulation, and accounting consultations and reviews for various matters.

Tax-Related Fees — consists of fees for tax compliance and planning services. Tax compliance fees include fees for professional services related to international tax compliance and preparation. Tax planning fees consist primarily of fees including but not limited to, the impact of acquisitions, restructurings, and changes in regulations.

All Other Fees — consists of fees for all permissible services other than those reported above.

The Audit Committee pre-approved 100% of the services listed under the preceding captions “Audit Fees,” “Audit-Related Fees,” “Tax-Related Fees,” and “All Other Fees.” The Audit Committee’s pre-approval policies and procedures are more fully described in its report set forth in this Proxy Statement.

Required Vote and Recommendation of the Board of Directors

Approval of the proposal requires a majority of the votes cast in person or by Proxy by the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will not be treated as votes cast with respect to the proposal and therefore will not have an effect on the determination of whether the proposal has been approved. Ratification by shareholders is not required. Brokerage firms may vote to ratify the appointment of PwC as it is a “discretionary” or “routine” item. If this Proposal 2 is not approved by the shareholders, the Audit Committee does not intend to change the appointment for fiscal year 2023, but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2024.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the shareholders of Waters are entitled to cast a non-binding vote at the Annual Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement. Pursuant to the Dodd-Frank Act, the shareholder vote is an advisory vote only, and is not binding on Waters or the Board.

Although the vote is non-binding, the Compensation Committee and the Board value your opinions and will consider the outcome of the vote in establishing and evaluating the Company’s executive compensation program and making future compensation decisions.

As described more fully in the Compensation Discussion and Analysis, the Summary Compensation Table, and the other tables following the Summary Compensation Table, we believe the Company’s named executive officers are compensated in a manner consistent with our business strategy, competitive practice, and sound compensation governance principles, and with a focus on short- and long-term performance-based compensation.

Please refer to the section “— Compensation Discussion and Analysis” for a full description of our executive compensation practices and programs.

We are requesting your non-binding vote on the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and in the Summary Compensation Table and subsequent tables is approved.”

Required Vote and Recommendation of the Board of Directors

Approval, on an advisory basis, of the proposal requires a majority of the votes cast in person or by Proxy by the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will not be treated as votes cast with respect to the proposal and therefore will not have an effect on the determination of whether the proposal has been approved on an advisory basis. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RESOLUTION.

PROPOSAL 4 — NON-BINDING VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE

Under the Dodd-Frank Act, the Company is required to seek a non-binding advisory stockholder vote regarding the frequency of submission to stockholders of a so-called “Say-on-Pay” advisory vote as described in Proposal 3 above. The Dodd-Frank Act specifies that stockholders be given the opportunity to vote on our executive compensation program either annually, every two years or every three years. Although this vote is advisory and non-binding, our Board and the Compensation Committee will review voting results and give serious consideration to the outcome of such voting.

The Board recommends that future “Say-on-Pay” votes be conducted every year to provide stockholders with an opportunity to regularly evaluate our executive compensation program. An annual vote will provide us with regular stockholder feedback on our executive compensation program, and allow us to respond to prior voting results through the implementation of any appropriate changes to our program.

The Board asks you to consider the following resolution:

“RESOLVED, that the option for once every one, two or three years that receives the highest number of votes properly cast for this resolution will be determined to be the preferred frequency recommended by the stockholders of the Company with which the Company is to hold a non-binding, advisory stockholder vote to approve the compensation of the Company’s named executive officers, including the Summary Compensation Table and subsequent tables.”

Required Vote and Recommendation of the Board of Directors

The selection which receives the highest number of stockholder votes will be the selection of stockholders, which will be non-binding. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will have no effect on this proposal. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU CAST YOUR VOTE FOR A

“SAY-ON-PAY” RESOLUTION EVERY ONE YEAR.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Our Business

From the everyday consumer to scientists in the laboratory, we all rely on accurate information to make critical decisions. Waters Corporation is the world’s leading specialty measurement company focused on improving human health and well-being through the application of high-value analytical technologies and industry leading scientific expertise.

Waters has continually pioneered chromatography, mass spectrometry, and thermal analysis innovations. Whether it’s discovering new pharmaceuticals, assuring the safety of the world’s food and water supplies, or ensuring the integrity of a chemical entity in production, we are constantly working with our customers to change the world.

With more than 8,200 employees worldwide, Waters operates directly in over 35 countries, including 14 manufacturing facilities, with products available in more than 100 countries. Our diverse organization is well-positioned to deliver results through innovations that enhance human health and well-being.

Our Performance

In 2022, the Company delivered 7% and 12% revenue growth as reported on a GAAP basis and on a non-GAAP basis, respectively, as compared to 2021. This increase was driven by broad growth across our end-markets and geographies, led by our instrument sales growth. Our operating income for 2022 increased 6% and 7% on a GAAP and non-GAAP basis, respectively, as compared to 2021. Our net income increased by 2% and 4% on a GAAP and non-GAAP basis, respectively, as compared to 2021. A reconciliation of GAAP to non-GAAP constant currency revenue, operating income and net income can be found in the press release filed with the Form 8-K filed by Waters dated February 15, 2023 or on the Company’s website.

Waters is committed to a highly disciplined and balanced capital deployment strategy in order to maximize value to shareholders. Our priorities are investing for growth, maintaining balance sheet strength and flexibility, and returning capital to shareholders, along with a focus on deploying capital to well thought-out, attractive, adjacent growth opportunities.

After experiencing a 51% increase in our stock price in 2021, our shareholders experienced an 8% decline in our stock price in 2022. Despite this decline, Waters stock price significantly outperformed the S&P 500 Index and the average performance of its peers (NYSE Composite and SIC Code Indices), as the U.S. equity markets broadly declined in 2022. For a comparison of our five-year total shareholder return (“TSR”), please see the above section of this Proxy Statement “— Waters Corporation At A Glance — How We Are Doing”. Moreover, Waters has consistently delivered value to shareholders over the long term. For the three-, five- and ten-year periods ending on December 31, 2022, our stock yielded a 47%, 77% and 293% return on an investment made on December 31, 2019, December 31, 2017, or December 31, 2012, respectively.

Our Named Executive Officers

This Compensation Discussion and Analysis discusses the compensation awarded to, earned by, or paid to our named executive officers for 2022. Our named executive officers for 2022 were as follows:

•

Dr. Udit Batra, Ph.D., President and CEO;

•

Amol Chaubal, Senior Vice President and Chief Financial Officer (“CFO”);

•

Jianqing Y. Bennett, Senior Vice President, TA Instruments Division;

•

Jonathan M. Pratt, Senior Vice President, Waters Division; and

•

Keeley A. Aleman, Senior Vice President, General Counsel and Secretary*.

* Effective May 24, 2022, Ms. Aleman is no longer serving as an executive officer of Waters.

EXECUTIVE SUMMARY

2022 CEO Compensation Design

The 2022 pay program for our CEO was primarily equity-oriented and at-risk. Our CEO’s target total direct compensation (base salary, target annual incentive award, and grant date value of the Long-Term Incentive (“LTI”) equity awards (assuming target performance for PSUs)) for 2022 was approximately:

•

88% at-risk and/or performance-based (target annual incentive, PSUs, and stock options)*

•

73% equity-based (PSUs and stock options)*

•

12% guaranteed cash (base salary)

* Based on the grant date fair value of equity awards, assuming target performance.

Our CEO’s variable compensation is based on our performance measured against several financial goals, with annual incentives based on achievement of revenue and net income performance goals, while the PSUs are based on our TSR relative to peers and our three-year non-GAAP constant currency revenue growth. Stock options only have value if the price of our common stock appreciates after grant. These programs, their financial metrics and performance goals and their 2022 results are described in more detail below.

2022 Executive Compensation Program Outcomes

In 2022, our named executive officers received payouts between the target and maximum payout levels under the AIP based on corporate performance, as further detailed below. Our 2020-2022 LTI awards, based on relative TSR and our three-year non-GAAP constant currency revenue growth, completed their three-year performance measurement period on December 31, 2022. For PSUs granted in February 2020, our performance over the three-year period yielded a 164% payout for PSUs based on relative TSR and a 141% payout for PSUs based on our three-year non-GAAP constant currency revenue growth. Further details on each of these programs, and their 2022 outcomes, are described below.

2022 EXECUTIVE COMPENSATION PROGRAM

Pay Mix

Consistent with our performance-based compensation philosophy, variable, performance-based compensation comprises a substantial portion of the target total direct compensation (base salary, target annual incentive award and grant date value of LTI equity awards (assuming target performance for PSUs)) for our named executive officers, as illustrated by the charts below. In 2022, performance-based and/or at-risk compensation (target annual incentive award and grant date value of long-term equity incentives (assuming target performance for PSUs)) represented approximately 88% of the target total direct compensation for Dr. Batra and approximately 78% of the target total direct compensation for all other named executive officers as a group.


CEO Pay Mix		Other Named Executive Officer Pay Mix

2022 Key Business Priorities and Connection to our Executive Compensation Program

The chart below illustrates the key performance metrics in our executive compensation program and how Waters performed against these metrics during 2022 (and 2021 and 2020, in the case of PSUs).


Key Business Priorities	Compensation Design	Performance Results and Corresponding Compensation

Sustainable shareholder value creation	Alignment with the long-term interests of our shareholders is achieved through our annual performance-based LTI program, which includes stock options that vest over a five-year period and PSUs that are earned and vest over a three-year performance period and are based 50% on relative TSR. In addition, all PSUs granted have a post-vesting holding period requirement of two years for our CEO and one year for other executives.	The PSUs granted in February 2020 vested in 2023 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on relative TSR. Relative TSR for the three-year performance period ending on December 31, 2022 was 49%, or in the 66^th percentile of the S&P 500 Health Care Index, resulting in a payout of 164% of target for the portion of PSUs based on relative TSR.

Organic revenue growth	Alignment with the Company’s belief that revenue growth drives overall success and enables us to continue to invest in future growth and innovation through the use of a non-GAAP constant currency revenue growth performance goal under our AIP. This metric had a weighting of 50% in 2022. Further encouraging this alignment over a longer-term, 50% of annual PSU grants are eligible to be earned and vested based on non-GAAP constant currency revenue growth over a three-year performance period.	In 2022, revenue reported on a GAAP and non-GAAP* basis increased 7% and 12%, respectively, as compared to the prior year, exceeding the AIP target increase of 7% on a non-GAAP basis. As noted above, PSUs granted in February 2020 vested in 2023 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on non-GAAP constant currency revenue growth over a three-year period. The three-year compound annual growth rate of revenue for the performance period ending on December 31, 2022 was 7% and 8% on a GAAP and non-GAAP* basis, respectively, exceeding the PSU target of 6% on a non-GAAP basis and resulting in a payout of 141% of target for the portion of PSUs based on non-GAAP constant currency revenue growth.

Net income growth	Shareholder value is incentivized with a non-GAAP net income growth performance goal under the AIP, as the Company believes that non-GAAP net income reflects ongoing operational efforts of our executives and other employees. This non-GAAP net income metric had a weighting of 50% in 2022.	In 2022, net income reported on a GAAP and non-GAAP* basis increased 2% and 4%, respectively, as compared to the prior year, which was above the threshold achievement level of a 3% increase but below the AIP target achievement level of an increase of 5% on a non-GAAP basis.

*Use of Non-GAAP Financial Metrics in our Executive Compensation Program

The Company generally uses non-GAAP financial metrics to facilitate financial and operational decision-making, evaluate historical operating results, make comparisons to competitors’ operating results and determine management incentive compensation.

(1)

The Company believes that referring to comparable constant currency revenue growth rates is a useful way to evaluate the underlying performance of the Company’s net revenue. Constant currency revenue growth rate, a non-GAAP financial metric, measures the change in net revenue between current- and prior-year periods, without taking into account the impact of foreign currency exchange rates during the current period. In 2022 and 2021, the impact of foreign currency exchange rates decreased our GAAP revenue by approximately 5% and increased our GAAP revenue by approximately 2%, respectively, as compared to the prior-year period while the impact of foreign currency exchange rates was minimal in 2020 as compared to 2019, when the Company’s revenue declined by 2% on both an as-reported basis and on a constant currency basis. The impact of foreign currency exchange rates decreased our three-year compound annual growth rate of revenue on a GAAP basis by approximately 1% in 2022 as compared to 2019.

(2)

The Company’s non-GAAP net income growth is based on net income reported in accordance with GAAP but adjusted to exclude certain charges and credits that the Company considers not directly related to ongoing operations and overall performance of the Company. In 2022, GAAP net income was adjusted to exclude purchased intangibles amortization, acquired in-process research and development, restructuring costs and certain other items, and certain income tax items. The impact of these adjustments to GAAP net income for 2022 increased our non-GAAP net income growth by 2% as compared with our GAAP net income growth.

A reconciliation of GAAP to non-GAAP constant currency revenue growth and net income can be found in the press release filed with the Form 8-K dated February 15, 2023 that contained the Company’s results of operations for the quarter and year ended December 31, 2022, which is on the Company’s website at https://www.waters.com under the caption “Investors.” Copies may be obtained, without charge, upon written request to the Company, c/o Director, Investor Relations, at 34 Maple Street, Milford, MA 01757 or at investor_relations@waters.com.

SHAREHOLDER OUTREACH PROGRAM

Shareholder Outreach and Say-on-Pay

The Compensation Committee values the opinions of our shareholders and considers the outcome of our annual Say-on-Pay shareholder vote in determining the structure of our executive compensation program, as well as in making future compensation decisions. Waters has historically received annual support from our shareholders for our executive compensation program. Shares voted in favor of our executive compensation program in 2021 and 2022 were approximately 82% and 88% of votes cast, respectively. The Compensation Committee has made changes to our executive compensation program over the past five years based in part on shareholder feedback, as described in further detail below.

Listening to Our Shareholders

Our shareholders continue to have favorable views of many of the aspects of our executive compensation program, including our emphasis on performance-based compensation and the strength of our performance goals. Our shareholders have also provided constructive feedback to the Company in certain areas of our executive compensation program. Key changes made in prior years to our executive compensation program in response to shareholder feedback include:

•

PSUs were incorporated into our annual LTI grants beginning in 2016, and, beginning in 2020, the PSU weighting was increased from 30% to 50% of the total grant date value of annual LTI awards;

•

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

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

•

Post-vesting holding periods were implemented for PSU awards beginning in 2017;

•

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

•

All excise tax gross-up provisions were eliminated from existing agreements with executives and we committed not to provide such gross-up provisions in the future.

No changes were made to our executive compensation program in 2022 as a result of shareholder feedback.

COMPENSATION PHILOSOPHY, GOVERNANCE, AND PAY PRACTICES

Philosophy and Objectives of Waters’ Executive Compensation Program

Waters’ executive compensation program is intended to be both performance-based and market-competitive, with an emphasis on short- and long-term variable performance-based compensation. The objectives of the Company’s executive compensation program are as follows:

•

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; and

•

To attract and retain executive talent.

The Company’s executive compensation program is designed to motivate and reward executives for sustained high levels of achievement of the Company’s financial and operating objectives. In conjunction with our philosophy of emphasizing performance-based compensation, base salaries are generally targeted at or below the market median (determined as described below), with actual base salaries varying based on the performance, tenure, experience, and contributions of the executive officer, and target annual incentive awards are positioned to be at or slightly above the market median, with annual performance targets under these awards based on challenging operational and financial goals. In the aggregate, these two annual compensation components provide a target total cash compensation opportunity that approximates the median of the market. We believe that the structure of our total annual cash compensation effectively aligns our executives’ interests with those of our shareholders by placing an appropriate emphasis on the achievement of annual financial and operating objectives.

For longer-term alignment of the interests of our executives and shareholders, the Company grants annual LTI awards to executives, generally consisting of stock options and PSUs. The Company also grants RSUs from time to time, generally in connection with new hire and promotion grants that are outside our annual LTI granting process. Stock options provide value to the executive only if the Company’s stock price increases over time and PSUs will only be earned and vest partially based on the Company’s TSR as compared with a pre-established comparator group of companies and partially if the Company exceeds pre-established non-GAAP constant currency revenue growth goals, in each case, over a three-year performance period. The grant date value of annual LTI awards is generally targeted to be at the market median (determined as described below). The Compensation Committee, however, retains discretion to grant awards with grant date values either below or above the market median based on the executive’s performance, role, and grant size relative to other executives. RSUs for new hires and promotions generally vest over a three- to five-year period and encourage retention. Stock options and PSUs, which vest over a five-year period and three-year period, respectively, also serve as valuable retention tools. To further align our executives’ interests with those of our shareholders, PSUs also have a two-year post-vesting holding period requirement for the Chief Executive Officer position and a one-year post-vesting holding period requirement for all other executive officers.

In addition to the philosophy and structure of the executive compensation program as described above, the Compensation Committee also considers, as appropriate, the compensation practices for all Waters employees in reviewing the compensation for our named executive officers.

Compensation Governance and Pay Practices

Waters maintains strong pay and governance practices as outlined below. A full description of these policies and practices can be found in the discussion below in the section entitled “— Elements of Executive Compensation.”


What We Do				What We Don’t Do

● Post-vesting holding periods for PSU awards				● No executive perquisites

● Compensation recoupment policy for cash incentive awards				● No new or legacy excise tax gross-up provisions

● Market-competitive executive compensation levels				● No option repricing without shareholder consent

● Annual compensation risk assessment				● No ad-hoc discretionary or guaranteed annual cash bonus payments for named executive officers

● Anti-hedging policy

● Independent compensation consultant

● Double-trigger for accelerated equity vesting in connection with a change of control

● Robust director and executive officer stock ownership guidelines

● PSU awards make up 50% of the total target grant date value of annual LTI awards and include a market-based component (relative TSR) and an internal performance metric (three-year non-GAAP constant currency revenue growth)

Stock Ownership Guidelines

In order to closely align their interests with those of the Company’s shareholders, the Company has minimum stock ownership guidelines for our executive officers and non-employee Directors. These guidelines require the accumulation by anyone who holds the CEO position of common stock equal to five times his or her base salary over a three-year period and the accumulation by our other executive officers of common stock equal to two times their base salary over a five-year period. The stock ownership guidelines for non-employee Directors require the accumulation of a minimum of five times the annual cash Board retainer over a five-year period.

If an executive officer or Director shall become 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 executive officer or 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 an executive officer or Director, any shares of unvested restricted stock, unvested RSUs and vested “in-the-money” stock options granted by the Company to such executives or Directors apply toward the satisfaction of the guidelines. Unvested PSUs are not applied toward the satisfaction of stock ownership guidelines.

ownership guidelines. Mr. Brennan and Mr. Vergnano were appointed the Board effective November 2022 and have until 2027 to meet the requirements of the ownership guidelines. Mr. Fearon was appointed to the Board effective March 2023 and has until 2028 to meet the requirements of the ownership guidelines. All of our named executive officers and current Directors have satisfied the requirements of the ownership guidelines, except for Drs. Batra and Huang and Messrs. Brennan, Chaubal, Fearon, Jiang and Vergnano, who are each within their initial compliance periods as noted above.

Recoupment Policy

The Company has adopted a Recoupment Policy for cash incentive awards paid to current or former executive officers under the Company’s AIP. Under this policy, if any executive officer engaged in misconduct that resulted in a restatement of financial results, the Board or an authorized committee, such as the Compensation Committee, if it is determined appropriate, could seek reimbursement of the portion of AIP awards impacted by the event. The Company will review and, as necessary, amend or replace the Recoupment Policy to be in full compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable listing standards.

COMPENSATION SETTING PROCESS

Competitive Market Assessment

Competitive market data is an important factor used by the Compensation Committee in determining the amount of each element of compensation for our named executive officers. The Compensation Committee utilizes Pearl Meyer to provide advice and analysis on the structure of our executive compensation program as well as competitive data on base salary, total cash compensation, and long-term incentives. Pearl Meyer prepares this competitive assessment annually for the Compensation Committee. The Compensation Committee reviews the target total direct compensation of each named executive officer, which includes base salary, target annual incentive award and the grant date value of the LTI awards. The Compensation Committee also reviews each named executive

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SEC Form DEF 14A filed by Waters Corporation