DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

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(Amendment No. )

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Waters Corporation

(Name of registrant as specified in its charter)

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LOGO

April 12, 2024

Dear Shareholders,

As more new therapeutics and novel modalities are developed, sensitivity requirements for PFAS and impurity testing in food and the environment escalate, and the mandate for safe and renewable energy grows, the need for Waters’ analytical instruments, software, and consumables continues to increase globally. Despite some significant market headwinds, we are pleased with the progress we made in 2023. We delivered strong operational results, successfully completed the acquisition of Wyatt Technology LLC and expanded our work in high-growth adjacent markets. These results were enabled by our employees’ relentless focus on execution and innovation to address our customers’ most critical needs.

In anticipation of these market shifts, the Waters Board has evolved to ensure we have the right skills to help guide the Company’s continued success. Demonstrating our commitment to active refreshment and adding the right expertise and diversity of experience to support our transformation, six of our nine directors have joined since 2020.

Recent Board priorities and successes include:

•

In 2023, we appointed Rick Fearon to the Board who brings strong international business and financial experience, important for advancing the Company’s strategic priorities.

•

Waters has announced its commitment to the Science Based Targets Initiative to build on its progress and develop further emissions reduction targets. This commitment is an important step to advance the Company’s existing climate and environmental goals and it aligns with customers’ sustainability priorities.

•

The Board was honored to be recognized for its knowledge, leadership and governance as the 2024 Public Company Board of the Year by the National Association of Corporate Directors New England Chapter. We appreciate the recognition of our commitment to serving our company with strategic guidance and diversity of expertise and perspective.

Thank you, on behalf of the entire Board, for your investment in Waters and engagement with our company. We are committed to delivering profitable and sustainable growth – and deeply value your continued input to achieve these objectives. We appreciate your voting support on the matters in this proxy statement.

Sincerely,

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

Chair of the Board of Waters Corporation

LOGO

April 12, 2024

Dear Shareholders,

Thank you for being a part of our journey. This past year, we maintained strong commercial execution, introduced innovative new products, and made substantial progress in our higher growth adjacent markets. I would like to extend my sincere appreciation to our dedicated employees who strengthened the company with their indomitable spirit and collaboration.

We focused on strong operational excellence to finish 2023 with a solid performance despite diminished Biotech funding, slowed capital spending, increased geopolitical tensions, and a weakened economy in China. Waters revenue growth declined 0.5% and 2%ⁱ on an organic constant currency basis in 2023, with an adjusted operating margin of 30.9%ⁱ. Waters shareholders experienced above-average total shareholder returns with a 4% decline in Waters TSR for the year, outpacing the peer average and leading among those with a higher instrument revenue mix. We launched several innovative products to address the needs of our customers across our portfolio of technologies. We also continue to be recognized for our environmental, social and governance efforts with industry accolades. We received another top score on the Human Rights Campaign Corporate Equality Index and earned a spot on the Dow Jones Sustainability Index. We are proud that our Board was named 2024 “Public Company Board of the Year” by the National Association of Corporate Directors (NACD) New England Chapter.

At our core, we use science to improve human health and well-being. We relentlessly focus on solving problems that matter by bringing complementary capabilities and deep scientific expertise to our customers’ greatest challenges. From identifying PFAS in food and water to advancing early disease detection to ensuring safety and efficiency of energy storage, we strive to simplify the path to progress so that, together with our customers, we can accelerate the benefits of pioneering science.

Three years ago, we initiated a transformation with three primary goals:

Strengthen Execution to deliver strong operational results

Revitalize Innovation to renew our portfolio to address the needs of our customers

Enter Higher-Growth Market Segments by investing organically and inorganically to strengthen our position in high-growth adjacencies

Since we started our transformation, we have been pleased with our continued strong commercial execution and progress on our commitments, which has resulted in a three-year organic constant currency revenue CAGR of 9%ⁱ through 2023.

We strengthened execution through strong operational performance as well as our commercial initiatives, in which we:

•

Replaced aged instruments, with only 25% remaining in the original dataset.

•

Increased service attachment rate by +550 basis points

•

Drove +20% increase in eCommerce adoption of our Chemistry columns

•

Doubled Increased revenues from contract organizations by approximately 10%

•

Increased our product vitality index +500 basis points from our revitalized portfolio

ⁱ

Unless otherwise noted, sales growth percentages are presented on an organic constant currency basis. Adjusted operating income 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 organic constant currency revenue and the adjusted operating income margin percentage.

We revitalized innovation and made significant strides to build upon Waters deep expertise in technology, science, and customer relationships over the past few years. We launched several new products in 2023, including Alliance^™ iS HPLC System, Xevo^™ TQ Absolute IVD System, Battery Cycler Microcalorimeter Solution, DynaPro^™ ZetaStar^™ Instrument, XBridge^™ Premier GTx BEH^™ SEC Columns, OligoWorks^™ SPE Workflow and Kits, waters_connect^™ System Monitoring, and Bioprocess Walk-Up Solutions.

Finally, we continued to invest and expand into adjacent, high-growth markets where our business model of solving problems in downstream, regulated applications can be deployed. For bioseparations and bioanalytical characterization, we made organic investments, launched new products, and deployed capital to M&A with our acquisition of Wyatt Technology LLC in May 2023. For diagnostics, we invested in our Clinical business and added workflows for specialty applications of mass spectrometry, which transformed related revenue growth from low to mid-single-digits to double-digits in the past several years. Finally, our focus on batteries is yielding strong results, with significant growth driven by new innovations for our battery customers; revenues from battery applications exceed 10 times 2019 levels.

As a result of our transformation over the past few years, we have made tremendous progress strengthening execution, revitalizing innovation, and executing our long-term strategy. As we look ahead, I am excited about the significant opportunities for growth as we continue to accelerate the benefits of pioneering science.

Thank you again for your trust in Waters.

Sincerely,

Udit

LOGO

Udit Batra, Ph.D.

President and Chief Executive Officer

LOGO

WATERS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



Date:		Thursday, May 23, 2024

Time:		9:00 a.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 25, 2024. 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. For at least ten (10) days prior to the 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, 2024;

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

		4. To amend the Company’s certificate of incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law; 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, 2024: The Proxy Statement and the Annual Report on Form 10-K for the fiscal year
ended December 31, 2023 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 2024 Annual Meeting (the “Annual Meeting”).

We are making the Proxy Statement and the form of Proxy first available on or about April 12, 2024.

By order of the Board of Directors

LOGO

Keeley A. Aleman

Senior Vice President,

General Counsel and Secretary

Milford, Massachusetts

April 12, 2024

TABLE OF CONTENTS



WATERS CORPORATION AT A GLANCE			1

PROPOSAL 1 — ELECTION OF DIRECTORS			3

WHO WE ARE			3

CORPORATE GOVERNANCE			16

HOW WE ARE SELECTED AND ELECTED			16

HOW WE ARE EVALUATED			18

HOW WE GOVERN AND ARE GOVERNED			18

HOW WE ARE ORGANIZED			21

DIRECTOR MEETINGS AND BOARD COMMITTEES			22

REPORT OF THE AUDIT & FINANCE COMMITTEE OF THE BOARD OF DIRECTORS			23

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			25

HOW TO COMMUNICATE WITH US			25

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			26

PROPOSAL 3 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION			28

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS			29

COMPENSATION DISCUSSION AND ANALYSIS			29

EXECUTIVE SUMMARY			30

2023 EXECUTIVE COMPENSATION PROGRAM			30

SHAREHOLDER OUTREACH PROGRAM			32

COMPENSATION PHILOSOPHY, GOVERNANCE, AND PAY PRACTICES			33

COMPENSATION SETTING PROCESS			35

ELEMENTS OF EXECUTIVE COMPENSATION			36

COMPENSATION COMMITTEE REPORT			42

EXECUTIVE COMPENSATION TABLES			43

PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL			49

CEO PAY RATIO DISCLOSURE			54

PAY VERSUS PERFORMANCE			55

DIRECTOR COMPENSATION			59

PROPOSAL 4 – AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS			62

PROPOSAL 5 — OTHER BUSINESS			64

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			65

ANNUAL REPORT ON FORM 10-K			67

SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING			67

SHAREHOLDERS SHARING AN ADDRESS			68

USER’S GUIDE			69

INFORMATION CONCERNING SOLICITATION AND VOTING			69

ELECTRONIC DELIVERY OF WATERS SHAREHOLDER COMMUNICATIONS			70

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, 2023 (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.

LOGO

LOGO

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. The Board has an active search to identify a female director candidate who will bring additive and complementary skills to the Board. The Company believes that the decision-making of the Board of Directors is enriched when multiple viewpoints contribute to the discussion of matters within its purview. Creating a Board with diverse membership is important to the Company and the Board is committed to this objective.

Director Diversity & Tenure and Committee Composition

LOGO

LOGO

Director Experience and Skills Matrix

LOGO

LOGO

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

Chairman of the Board

Chief Executive Officer, Galderma

Independent Director since

2017

Age: 66

COMMITTEES

• Nominating and Corporate Governance (Chair)

• Compensation

Dr. Flemming Ornskov is currently CEO of Galderma (since 2019), a healthcare company focused on dermatology. He brings operational and medical knowledge along with extensive international, strategic planning and operational experience in the healthcare sector having an extensive career serving in senior leadership roles and on boards at a number of global pharmaceutical, biotechnology and healthcare companies.

ADDITIONAL EXPERIENCE

• Chief Executive Officer and Board member, Shire plc (2013 – 2019)

• Chief Marketing Officer and Global Head of Strategic Marketing for General & Specialty Medicine, Bayer AG (2010 – 2012)

• Global President of Pharmaceuticals and OTC, Bausch & Lomb, Inc. (2008 – 2010)

• Held roles of increasing responsibility at among others, Merck & Co. Inc. and Novartis AG

OTHER PUBLIC COMPANY BOARDS

• None

FORMER (PAST 5 YEARS)

• Karo Pharma AB n/k/a Karo Healthcare AB (STO: KARO) (2019 – 2022, when taken private)

• Centogene NV (NSDQ: CNTG) (2019 – 2023)

• Recordati S.p.A. (2019 – 2020)

EDUCATION

• MD, University of Copenhagen Medical School

• MPH, Harvard University School of Public Health

• MBA, INSEAD

LOGO

Linda Baddour

Former Executive Vice President and Chief Financial Officer, PRA Health Sciences

Independent Director since

2018

Age: 65

COMMITTEES

• Audit & Finance (Chair)

Ms. Baddour is the former Executive Vice President and CFO of PRA Health Sciences (2007 – 2018).

She provides the Waters Board with significant accounting, finance and health care industry expertise, gained through her extensive experience as a senior financial executive across healthcare, life sciences, and pharmaceutical services and banking companies.

ADDITIONAL EXPERIENCE

• Chief Financial Officer and Accounting Officer (2002 – 2007), Chief Accounting Officer (1997 – 2007); Corporate Controller (1995 – 1997), Pharmaceutical Product Development, Inc.

• Controller, Cooperative Bank for Savings Inc. (1980 – 1995)

OTHER PUBLIC COMPANY BOARDS

• Cryoport, Inc. (NSDQ: CYRX) (2021 – present)

FORMER (PAST 5 YEARS)

• None

EDUCATION

• BA and MBA, University of North Carolina at Wilmington

• Certified Public Accountant

LOGO

Udit Batra, Ph.D.

President and Chief Executive Officer, Waters

Director since 2020

Age: 53

COMMITTEES

• None

Dr. Batra is currently Chief Executive Officer of Waters, a position he has held since 2020.

He brings more than two decades of leadership and operational expertise in the healthcare and life sciences industries, including leadership of multi-billion-dollar global organizations.

ADDITIONAL EXPERIENCE

• Chief Executive Officer, MilliporeSigma, the life sciences business of publicly traded Merck KGaA (2014 – 2020)

• President and CEO, Consumer Health, Merck KGaA (2011 – 2014)

• Held various leadership roles, Novartis International AG (2006 – 2011)

• GlobaI Brand Director, Wound Care, Johnson & Johnson (2004 – 2005)

• Senior Engagement Manager, McKinsey & Company (2001 – 2004)

• Research Fellow, Merck & Co., Inc. (1996 – 2001)

OTHER PUBLIC COMPANY BOARDS

• None

FORMER (PAST 5 YEARS)

• None

EDUCATION

• BS, University of Delaware

• PhD, Chemical Engineering, Princeton University

LOGO

Dan Brennan

Executive Vice President and Chief Financial Officer, Boston Scientific Corporation

Independent Director since 2022

Age: 58

COMMITTEES

• Audit & Finance

Mr. Brennan is currently Executive Vice President and Chief Financial Officer of Boston Scientific Corporation (since 2014), a global medical device company.

He brings more than two decades of finance leadership in the medical device industry, including at a multi-billion-dollar global organization where he is responsible for all financial operations, business development and strategic development. During his time at Boston Scientific, he helped oversee successful margin and revenue growth initiatives. He also possesses public company Board experience.

ADDITIONAL EXPERIENCE

• Senior Vice President and Corporate Controller, (2010 – 2013); Various roles of increasing responsibility within finance function (1996 – 2009), Boston Scientific Corporation

• Held roles of increasing responsibility within finance function, Millipore Corporation (1990 – 1996)

• Corporate Auditor, Standex, Inc. (1988 – 1989)

OTHER PUBLIC COMPANY BOARDS

• None

FORMER (PAST 5 YEARS)

• Nuance Communications (NASDAQ: NUAN) (2018 – 2022)

EDUCATION

• BS and MBA, Babson College

• Certified Public Accountant

LOGO

Richard Fearon

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

Independent Director since 2023

Age: 68

COMMITTEES

• Audit & Finance

Mr. Fearon is currently an independent director.

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

ADDITIONAL EXPERIENCE

• Non-Executive Chairman of the Board (Dec. 2023 – present), Avient Corporation (NYSE: AVNT)

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

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

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

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

OTHER PUBLIC COMPANY BOARDS

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

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

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

FORMER (PAST 5 YEARS)

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

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

EDUCATION

• AB, Stanford University

• JD and MBA, Harvard University

LOGO

Pearl S. Huang, Ph.D.

President and Chief Executive Officer, Dunad Therapeutics

Independent Director since 2021

Age: 66

COMMITTEES

• Science and Technology (Chair)

• Nominating and Corporate Governance

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

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

ADDITIONAL EXPERIENCE

• Chief Executive Officer, Cygnal Therapeutics (2019 – 2022)

• Venture Partner, Flagship Pioneering (2019 – 2022)

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

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

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

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

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

OTHER PUBLIC COMPANY BOARDS

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

FORMER (PAST 5 YEARS)

• None

EDUCATION

• BS, Biology, MIT

• Ph.D., Molecular Biology, Princeton University

LOGO

Wei Jiang

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

Independent Director since 2021

Age: 60

COMMITTEES

• Science and Technology

Mr. Jiang is currently an independent director.

His more than 25 years’ experience in the pharmaceutical and medical device industries, with particular focus in China and the Asia/Pacific region at large allows him to bring experienced international perspective to the Waters Board. In addition, his service on a private company’s board of directors in the medical and life sciences industry provides additional perspective that benefits the Company.

ADDITIONAL EXPERIENCE

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

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

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

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

OTHER PUBLIC COMPANY BOARDS

• STAAR Surgical Company (NASDAQ: STAA)
(March 2024 – present)

FORMER (PAST 5 YEARS)

• None

EDUCATION

• BBA, Campbell University

• MA, Economics and Finance, Indiana State University

LOGO

Christopher A. Kuebler

Former Chairman and Chief Executive Officer, Covance

Independent Director since 2006

Age: 70

COMMITTEES

• Compensation (Chair)

• Science and Technology

Mr. Kuebler is currently an independent director and investor.

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

ADDITIONAL EXPERIENCE

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

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

OTHER PUBLIC COMPANY BOARDS

• None

FORMER (PAST 5 YEARS)

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

EDUCATION

• BS, Biology, Florida State University

LOGO

Mark Vergnano

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

Independent Director since 2022

Age: 66

COMMITTEES

• Compensation

• Nominating and Corporate Governance

Mr. Vergnano is currently an independent director.

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

ADDITIONAL EXPERIENCE

• Roles of increasing responsibility, including Chemours (2015 – 2021) Chairman (2021); President and CEO (2015 – 2021). DuPont (1980 – 2015) Executive Vice President (2009 – 2015); Group Vice President, Safety and Protection (2006 – 2009), Vice President/General Manager, Nonwovens and Building Innovations (2002 – 2006)

OTHER PUBLIC COMPANY BOARDS

• Johnson Controls International PLC (NYSE: JCI) (since 2016)

FORMER (PAST 5 YEARS)

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

EDUCATION

• BS, University of Connecticut

• MBA, Virginia Commonwealth University

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

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. The Nominating and Corporate Governance Committee strives to maintain an appropriate balance of tenure, skills, experience and diversity, with our average director tenure being approximately seven years. The Board does not maintain term limits, and, in 2024, the Board amended the Guidelines to remove the mandatory retirement age for directors, as the Board believes that continuity of service can provide stability and valuable insight. Candidates should also 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 Nominating and Corporate Governance Committee also seeks to ensure proper engagement from each of the Directors and effective functioning of the Board. The Company’s Guidelines provide that a Director may serve on other public company boards so long as such Director is able to devote the time necessary to properly discharge his or her duties and responsibilities to the Board, except that no director may serve simultaneously on the audit committees of more than three public companies (including the Company) unless the Board first has determined that such simultaneous service would not impair the ability of such member to serve on the Board’s Audit & Finance Committee. The Company does not impose specific thresholds on the number of other public company boards its Directors may serve on as the Company believes such thresholds are arbitrary and do not permit the Board to review the facts and circumstances involved in a particular Director’s decision to serve on the board of more than one public company.

The Company has a process for identifying and selecting candidates for Board membership. Initially, the Chair, 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 Chair, 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://ir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Governance Documents”. 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:

•

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

•

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;

•

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;

•

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

•

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 2023, 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 2024. 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 https://ir.waters.com/corporate-citizenship/governance-documents/default.aspx 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 earlier 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 & Finance Committee, Compensation 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 Chair 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 cybersecurity risk, and areas that may affect our ability to achieve our objectives.

✓ Cybersecurity

Our Audit & Finance Committee has oversight of cybersecurity risks and actively works with the Board and management to identify, assess, manage, report, and monitor such cybersecurity risks.

✓ Human Capital Management

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

✓ Director Orientation and Ongoing Director Education

Our Board, with management support, hosts a director orientation program for new directors. The Board also administers a twice-yearly director education program, whose topics are overseen by the Board’s Nominating and Corporate Governance Committee.

✓ Board and Committee Oversight of ESG

Our Board has delegated oversight of the Company’s ESG policies and practices to its Nominating and Corporate Governance Committee, which reports out to the Board at least annually.

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).

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. Please refer to the section “— Compensation Discussion and Analysis — Compensation Philosophy, Governance, and Pay Practices — Stock Ownership Guidelines” for additional details regarding our stock ownership guidelines.

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://ir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Governance Documents” 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 & Finance 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, including with respect to cybersecurity, to the Audit & Finance Committee.

Additionally, the Company has an enterprise risk management framework under the oversight of the Vice President, Internal Audit, 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 Board on the strategic, operational, compliance, and financial risks affecting the Company and efforts undertaken to mitigate them. The Compensation Committee has responsibility for oversight of risk related to compensation matters as more fully described below.

ESG Risk Oversight

The Board, with and through its Nominating and Corporate Governance Committee, as appropriate, oversees the Company’s management of ESG matters. In particular, the Nominating and Corporate Governance Committee is responsible for reviewing and reporting to the Board on the Company’s policies and practices with respect to ESG matters, including the impact of ESG matters on the Company.

Cybersecurity Risk Oversight

The Board, including the Audit & Finance Committee, oversees the Company’s information security risk management framework that 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. The Company’s risk management framework is under the specific oversight of the Company’s Vice President and Chief Information Officer (the “CIO”). The CIO manages this framework, in collaboration with the Company’s businesses and functions. The CIO presents updates to the Audit & Finance Committee at least on an annual basis and, as necessary, to the full Board. These reports include detailed updates on the Company’s performance preparing for, preventing, detecting, responding to and recovering from cyber incidents. The CIO also promptly informs and updates the Audit & Finance Committee, and, as necessary, the Board of Directors about any information security incidents that may pose significant risk to the Company. The Company’s program is periodically evaluated by external experts, and the results of those reviews are reported to the Audit & Finance Committee and the Board. Together with management, the Audit & Finance Committee reviews the Company’s risk assessment and risk management practices and discusses major cybersecurity risk exposures as well as steps taken by management to monitor and control such exposures.

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 policies; (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 Chair and CEO. In 2023, Dr. Flemming Ornskov served as Chair of the Board and Dr. Batra served as President and CEO of the Company. While no written policy currently exists, the Board believes that separating the offices of Chair 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 2023. 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 2023 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 2023, 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 10 (ten) meetings during the year ended December 31, 2023. 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 2023 included sessions on strategy; innovation; enterprise risk management; cybersecurity; annual operating plan; talent review; diversity; succession; and ESG.

During 2023, eight of the of the Company’s nine current Directors attended 100% of the meetings of the Board held during the period for which he or she was a Director; the remaining Director attended 90% of the Board’s meetings held during their term. During 2023, each of the Company’s current Directors attended at least 75% of the meetings of the committees on which he or she served. During 2023, the Audit & Finance Committee met 8 (eight) times, the Compensation Committee met 3 (three) times and the Nominating and Corporate Governance Committee met 3 (three) times. In addition, during 2023, the now dissolved Finance Committee met 2 (two) 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 2023 annual meeting of shareholders.

Audit & Finance Committee

The Audit & Finance 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 did not stand for re-election at the Annual Meeting. The Audit & Finance 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, as well as cybersecurity risk. The Audit & Finance Committee meets the definition of “Audit Committee” as defined in Section 3(a)(58)(A) of the Exchange Act. The Audit & Finance 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://ir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Governance Documents”. Each member of the Audit & Finance 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 & Finance 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), Dr. Flemming Ornskov and Mr. Mark P. Vergnano. 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://ir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Governance Documents.” 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.”

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 Company’s ESG policies, practices and publications as well as the recruitment and Board composition 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 Nominating and Corporate Governance Committee charter is available on the Company’s website at https://ir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Governance Documents”. 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, and Mr. Christopher A. Kuebler. 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 AND FINANCE 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 2023, the Audit & Finance 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’s compliance with Section 404 of the Act is managed primarily by the Company’s Vice President, Internal Audit in conjunction with the Company’s Senior Vice President and Chief Financial Officer. During 2023, the Audit & Finance Committee received regular and detailed briefings from the Company’s Vice

President, Internal Audit and PwC regarding the Company’s compliance with Section 404 of the Act. On February 20, 2024, the Company’s Vice President, Internal Audit and Chief Compliance Officer and PwC reported to the Audit & Finance Committee that no material weaknesses had been identified in the Company’s internal control over financial reporting as of December 31, 2023.

The Board has adopted a written charter setting out more specifically the functions that the Audit & Finance Committee is to perform. The charter is reviewed on an annual basis by the Audit & Finance Committee and the Audit & Finance 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://ir.waters.com/corporate-citizenship/governance-documents/default.aspx under the caption “Governance Documents”. A discussion of the Audit & Finance 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 & Finance 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 & Finance Committee held 8 (eight) meetings during the fiscal year ended December 31, 2023. The Audit & Finance 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 & Finance Committee — Ms. Baddour (Chair), Mr. Dan Brennan and Mr. Richard Fearon — as well as the signatories of the audit committee report as of February 20, 2024, 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 & Finance 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 & Finance Committee for approval a list of non-audit services that it recommends the Audit & Finance 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 & Finance Committee that each non-audit service on the list is permissible under all applicable legal requirements. The Audit & Finance 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 & Finance 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 & Finance 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 & Finance Committee at the next Audit & Finance 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 & Finance Committee.

The Audit & Finance Committee hereby reports for the fiscal year ended December 31, 2023 that:

1. It has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2023 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 & Finance 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 20, 2024, the Audit & Finance 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, 2023 for filing with the SEC. The recommendation was accepted by the Board on February 23, 2024.

Ms. Linda Baddour (Chair) Mr. Dan Brennan Mr. Richard Fearon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2023, the Compensation Committee consisted of Mr. Christopher A. Kuebler (Chair), Messrs. Edward Conard, Mark P. Vergnano and Dr. Flemming Ornskov. Mr. Conard resigned from the Board and its committees in May 2023. During 2023, 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;

•

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

•

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

•

participating in our various investor relations communications opportunities.

In addition, we enable shareholders and other interested parties to communicate with the Chair 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 & Finance 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, 2024. In accordance with a vote of the Audit & Finance 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, 2023 and 2022 billed by PwC were as follows:


	2023		2022

Audit Fees	$	5,589,207	$	5,256,247

Audit-Related Fees		246,606		27,151

Tax-Related Fees

Tax Compliance		1,225,132		589,022

Tax Planning		559,489		379,743


Total Tax-Related Fees		1,784,621		968,765

All Other Fees		900		956


Total	$	7,621,334	$	6,253,119

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 & Finance 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 & Finance 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 & Finance Committee does not intend to change the appointment for fiscal year 2024, but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2025.

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.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Our Business

Waters Corporation, a global leader in analytical instruments and software, has pioneered innovations in chromatography, mass spectrometry and thermal analysis serving life, materials and food sciences for more than 65 years.

Waters has continually pioneered chromatography, mass spectrometry, and thermal analysis innovations. Whether it is 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 approximately 7,900 employees worldwide, Waters operates directly in over 35 countries, including 15 manufacturing facilities, with products available in more than 100 countries.

Our Performance

In 2023, the Company’s revenue declined 1% and 2%ⁱ on a GAAP basis and adjusted non-GAAP organic constant currency basis, respectively, as compared to 2022. The year saw broad market weakness, particularly in China, and constrained customer capital expenditure for instruments globally. However, Waters’ strong focus on execution resulted in organic constant currency sales growth across most major regions outside of China for the year, as well as on-track revenue contribution from the 2023 Wyatt acquisition, which contributed 3% to revenues on a GAAP basis. Despite weak market conditions and headwinds from volume and inflationary costs, our gross margin percentage and adjusted operating margin percentage expanded for the year. Our net income decreased by 9% and 3% on a GAAP and adjusted non-GAAP organic basis, respectively, as compared to 2022. Adjusted non-GAAP organic constant currency revenue and adjusted non-GAAP organic net income are financial measures that are not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines these and other adjusted non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

Waters is committed to a highly disciplined and balanced capital deployment strategy in order to maximize value to shareholders. Waters does this by continuing to maintain a strong balance sheet, access to liquidity, and a well-structured debt maturity profile This allows us to prioritize investing in growth, M&A and returning capital to shareholders. We continue to evaluate M&A opportunities that meaningfully accelerate value creation.

Waters stock experienced a 4% decline in total shareholder return in 2023, better than the peer average. Waters has consistently delivered value to shareholders over the long term. For the three-, five- and ten-year periods ending on December 31, 2023, our stock yielded a 33%, 75% and 229% total shareholder return on an investment made on December 31, 2020, December 31, 2018, or December 31, 2013, 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 2023. Our named executive officers for 2023 were as follows:

•

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 and Clinical Business Unit; and

•

Jonathan M. Pratt, Former Senior Vice President, Waters Division.

On October 27, 2023, Mr. Pratt stepped down from his role as Senior Vice President, Waters Division to pursue an external opportunity.

EXECUTIVE SUMMARY

2023 CEO Compensation Design

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

•

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

•

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

•

11% 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 adjusted non-GAAP organic constant currency revenue and adjusted organic net income performance goals, while the PSUs are based on our TSR relative to peers and our three-year adjusted non-GAAP constant currency revenue growth. Stock options only have value if the price of our common stock appreciates after grant. These programs, their financial metrics and performance goals and their 2023 results are described in more detail below.

2023 Executive Compensation Program Outcomes

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

2023 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. For Mr. Pratt, we have included the 2023 annualized base salary, 2023 annualized target annual incentive award and 2023 LTI awards in the named executive officer pay mix calculations in the charts below to present what we believe to fairly represent what target total direct compensation would have been if he had been employed for the full year. In 2023, performance-based and/or at-risk compensation (target annual incentive award, adjusted as described above, and grant date value of long-term equity incentives (assuming target performance for PSUs)) represented approximately 89% 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

2023 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 2023 (and 2022 and 2021, 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 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on relative TSR. Relative TSR for the three-year performance period ending on December 31, 2023 was 29%, or in the 67^th percentile of the S&P 500 Health Care Index, resulting in a payout of 169% of target for the portion of PSUs based on relative TSR.

Organic revenue growth	Alignment with the Company’s belief that revenue growth drives overall success and enables us to continue to invest in future growth and innovation through the use of an adjusted non-GAAP organic constant currency revenue growth performance goal under our AIP. This metric had a weighting of 50% in 2023. Further encouraging this alignment over a longer-term, 50% of annual PSU grants are eligible to be earned and vested based on adjusted non-GAAP constant currency revenue growth over a three-year performance period.	In 2023, revenue declined 1% and 2%* on a GAAP and adjusted non-GAAP organic constant currency basis, respectively, as compared to the prior year, which was below the AIP threshold increase of 4% on an adjusted non-GAAP organic constant currency basis and resulted in no AIP payout for 2023 under this metric. As noted above, PSUs granted in February 2021 vested in 2024 upon the Compensation Committee’s determination of the achievement of the performance conditions stated in the award. The performance metric for 50% of these PSUs was based on adjusted non-GAAP constant currency revenue growth over a three-year period. The three-year compound annual growth rate of revenue for the performance period ending on December 31, 2023 was 8% and 9%* on a GAAP and adjusted non-GAAP constant currency basis, respectively, exceeding the PSU target of 6% on an adjusted non-GAAP constant currency basis and resulting in a payout of 157% of target for the portion of PSUs based on adjusted non-GAAP constant currency revenue growth.

Organic net income growth	Shareholder value is incentivized with an adjusted non-GAAP organic net income growth performance goal under the AIP, as the Company believes that adjusted non-GAAP organic net income reflects ongoing operational efforts of our executives and other employees. This adjusted non-GAAP organic net income metric had a weighting of 50% in 2023.	In 2023, net income reported on a GAAP and adjusted non-GAAP* organic basis decreased 9% and 3%, respectively, as compared to the prior year, which was below the AIP threshold achievement level of a 3% increase on an adjusted non-GAAP organic basis and resulted in no AIP payout for 2023 under this metric.

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

The Company generally uses adjusted 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. Appendix A to this Proxy Statement defines the following adjusted non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures.

(1)

The Company believes that referring to comparable organic constant currency revenue growth rates is a useful way to evaluate the underlying performance of the Company’s net revenue. Organic constant currency revenue growth rate, a non-GAAP financial metric, measures the change in net revenue between current- and prior-year periods, excluding the impact of foreign currency exchange rates during the current period and excluding the impact of acquisitions made within twelve months of the acquisition close date. In 2023, the impact of foreign currency exchange rates decreased our GAAP revenue by approximately 1%, while the impact of acquisitions increased our GAAP revenue by approximately 3% as compared to 2022.

(2)

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. 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 2023 as compared to 2020.

(3)

The Company’s adjusted non-GAAP organic 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 2023, GAAP net income was adjusted to exclude purchased intangibles amortization, restructuring costs and certain other items, acquisitions related costs, retention bonus obligation, and certain income tax items. Net income was also adjusted to exclude the impact of acquisitions made within twelve months of the acquisition close date. The impact of these adjustments to GAAP net income for 2023 increased our adjusted non-GAAP organic net income growth by 6% as compared with our GAAP net income growth.

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 2022 and 2023 were approximately 88% and 80% 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:

•

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 adjusted non-GAAP constant currency revenue growth goal because long-term revenue

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

•

Post-vesting holding periods were implemented for PSU awards;

•

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.

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 adjusted non-GAAP constant currency revenue growth goals, in each case, over a three-year performance period. The grant date value of annual LTI awards is generally targeted to be at the market median (determined as described below). The Compensation Committee, however, retains discretion to grant awards with grant date values either below or above the market median based on the executive’s performance, role, and grant size relative to other executives. RSUs for new hires and promotions generally vest over a three- to five-year period and encourage retention. Stock options and PSUs, which vest over a five-year period and three-year period, respectively, also serve as valuable retention tools. To further align our executives’ interests with those of our shareholders, PSUs also have a two-year post-vesting holding period requirement for the Chief Executive Officer position and a one-year post-vesting holding period requirement for all other executive officers.

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

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

● Mandatory compensation recoupment policy for performance-based incentive awards				● No new or legacy excise tax gross-up provisions

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

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

● Anti-hedging policy

● Independent compensation consultant

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

● Robust director and executive officer stock ownership guidelines

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

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.

Ms. Bennett and Mr. Chaubal joined the Company in April 2021 and May 2021, respectively, and have 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. Dr. Batra did not meet the requirements of the ownership guideline as of December 31, 2023, primarily due to the drop in stock price since the beginning of 2023. Dr. Batra has met the requirement of the ownership guidelines after the March 2024 vesting of the PSUs that were granted in February 2021, as described below. Ms. Bennett and Messrs. Brennan, Chaubal, Fearon, and Jiang have not yet satisfied the requirements of the ownership guidelines but are each within their initial compliance periods as noted above. Our other Directors, Ms. Baddour, Drs. Huang and Ornskov and Messrs. Kuebler and Vergnano, have satisfied the requirements of the ownership guidelines.

Recoupment Policy

In 2023, the Company adopted a mandatory recoupment policy for performance-based incentive awards paid to current or former executive officers to be in full compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable listing standards. Under this policy, if the Company is required to prepare an accounting restatement of its financial results due to noncompliance with reporting requirements under securities laws, the Compensation Committee will require reimbursement of any overpayment of performance-based incentive awards for the previous three fiscal years, as specified in the policy.

In October 2023, the Company also amended and restated its previous discretionary recoupment policy for cash incentive compensation paid to current or former Company executive officers. Under this amended and restated policy, if the Board (or an authorized committee thereof, such as the Compensation Committee) determines that (i) the cash incentive compensation paid to an executive officer was based on a misstatement of financial results or operating objectives directly arising from such executive officer’s misconduct, or (ii) an executive officer willfully violated an employment obligation, in each case, the Board (or a duly authorized committee thereof) may recover from the applicable executive officer any cash incentive compensation in an amount that it considers appropriate under the circumstances. This discretionary recoupment policy serves as a supplement to the SEC-compliant recoupment policy described above.

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 officer’s total compensation opportunity to ensure that it contains an appropriate level of performance-based compensation and is designed to meet the overall objectives of our executive compensation program. The Compensation Committee considers a range of factors in determining the amount of each compensation element for each named executive officer. The range of factors includes Company performance, individual performance and experience, competitive market data, hiring and retention needs, scope of responsibility, and an individual’s potential for making future contributions to the Company.

Pearl Meyer and the Compensation Committee utilize a core industry peer group of 17 publicly traded companies in the life sciences and analytical instrument industry with generally similar revenues and market capitalization as Waters.

The industry peer group used for 2023 executive compensation decisions was comprised of the following companies.


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

Each year, Pearl Meyer evaluates the peer group for its continued appropriateness for external executive compensation comparisons based on the primary selection criteria of similarity in industry, products and services, revenue, and market capitalization. At the time the peer group was originally selected, we targeted peers with both revenue and market capitalization ranging between 33% to 300% of Waters’ revenue and market capitalization.

The Compensation Committee monitors the peer group year to year to determine if changes are needed. The median revenue for the peer group for the four quarters ended prior to September 2022 was $3.9 billion and the median market capitalization for the peer group as of September 2022 was $16.1 billion. Waters’ revenue and market capitalization for the same period were $2.9 billion and $16.1 billion, respectively, representing approximately the 15^th percentile of our peer group revenue and 50^th percentile of our peer group market capitalization for 2022. Based on this analysis, the Compensation Committee did not adjust our peer group for 2023.

Pearl Meyer and the Compensation Committee also utilize independent, globally recognized executive compensation published surveys. The Compensation Committee uses this broad survey data in combination with the peer group data in evaluating our named executive officers’ compensation. The Compensation Committee does not rely upon data from any one individual company included in any of these surveys in making compensation decisions. Data from these surveys and/or the peer companies are combined to develop a primary market composite, which the Compensation Committee uses to compare our named executive officers’ compensation against the market.

ELEMENTS OF EXECUTIVE COMPENSATION

There are three primary elements of our executive compensation program: base salary, annual incentive awards, and LTI awards. Each element addresses specific objectives of this program and together they are intended to meet the overall philosophy and objectives of our executive compensation program as described above. The mix of short-term cash incentives and long-term equity incentives focuses executives on the achievement of annual and longer-term financial and operating objectives that drive long-term shareholder value. The design of these incentive programs fosters a high degree of performance orientation through the measures chosen for each plan, which emphasize sales growth, profitability and TSR. The short- and long-term incentive plans also enable significant differentiation among individuals through the use of an individual performance modifier under the AIP and LTI grant values based on a number of factors, including individual performance and experience and competitive market data.

The Compensation Committee reviews the combined total of these three compensation elements (measured at target for annual and long-term incentives, as applicable, and assuming target performance for PSUs), or target total direct compensation, in order to appropriately position total target direct compensation relative to both the

market and the Company’s objectives. Although the amount of each element of compensation for each named executive officer differs based on position-specific market data, the critical nature of the executive’s position to the business, the executive’s level of contribution, and other individual factors, the overall structure and compensation elements utilized in 2023 are consistent for our CEO and our other named executive officers, with the total target direct compensation generally targeted at approximately the 50^th percentile of the market.


Compensation Element	Objective	Target Position to Market	2023 Market for Named Executive Officers (1)


Base Salary	To attract and retain executives and other key employees.	Generally targeted at or below the 50^th percentile of the market. Actual individual salaries may vary based on an executive’s performance, tenure, experience and contributions.	The overall market position for base salaries in 2023 was at approximately the 60^th percentile of the market.


Annual Incentive	To motivate executive officers to achieve challenging financial and operational goals as established by the Compensation Committee at the beginning of the fiscal year.	Target payouts based on 100% achievement of performance goals are generally positioned at or slightly above the 50^th percentile in order to achieve a target total cash opportunity (base salary plus target annual incentive) that approximates the 50^th percentile of the market. Achievement of threshold performance goals is required for any payout.	The overall market position for total target cash opportunity (that is, the sum of base salary and target annual incentive) was at approximately the 55

SEC Form DEF 14A filed by Waters Corporation