DEF 14A

Executive Compensation Strategy

Long-Term Alignment

Performance-Driven Approach
: Rewards executives for sustained achievement of financial and operational goals.

Market-Based Salaries
: Base salaries are targeted at the market median, adjusted for performance, tenure, and experience.

Incentive Alignment:
Annual and long-term incentive award targets are set at market median, tied to challenging performance targets.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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(Amendment No. )

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Waters Corporation

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LOGO

April 9, 2026

Dear Shareholders,

The past year has been a defining one for Waters. We delivered industry-leading financial results and took a significant step toward becoming a differentiated, global life sciences and diagnostics leader through the acquisition of BD’s Biosciences & Diagnostic Solutions businesses.

The transaction was a strategic necessity to broaden our capabilities and position Waters for sustainable, long-term growth. The Board of Directors rigorously evaluated the transaction and continues to actively oversee integration to ensure we capture the opportunities inherent in this combination. Given the strategic fit and complementary strengths of the businesses, we are confident in the path ahead.

Our focus is clear: to execute as a combined organization and deliver the full potential of the transaction. On behalf of the Board, I would like to thank our shareholders for your support and the confidence you have placed in us.

With broader expertise, new technologies and expanded capabilities, Waters is now better positioned to help customers make a meaningful impact – advancing the release of high-quality medicines, ensuring the safety of food and water, and improving patient outcomes. These capabilities strengthen our ability to address a wider range of scientific challenges.

Governance aligned with our next phase

Throughout the year, we continued to prioritize strong corporate governance and ongoing Board refreshment. As Waters evolves, it is important that the Board brings the skills and expertise needed to effectively oversee the company’s strategy.

Following the close of the transaction, we further strengthened the Board with expertise aligned to our expanded business, including genomics, infectious diseases and molecular diagnostics. Our 11 Board members bring experience across global markets, science and technology, manufacturing and strategic planning – capabilities critical for our future.

A clear path ahead

Looking at 2026 and beyond, the Board’s priorities will include:

1.	Disciplined oversight of Waters’ integration process, including risk mitigation and regulatory considerations.

2.	Robust human capital management across the expanded organization, including an approximately 16,000-person global workforce.

3.	Continued shareholder engagement and solicitation of feedback, which shapes the Board’s decision-making and has informed recent changes to Waters’ compensation programs.

On behalf of the Board, thank you for your investment in Waters and your engagement with the company. We appreciate your continued support, including your vote on the matters presented in this proxy statement.

Best Regards,

Dr. Flemming Ørnskov, M.D., M.P.H.

Chair of the Board of Waters Corporation

LOGO

April 9, 2026

Dear Shareholders,

Throughout 2025, Waters delivered strong financial results that led the industry, while advancing the transformative acquisition of BD’s Biosciences and Diagnostic Solutions businesses, which closed earlier this year. We executed with discipline, launched new pioneering innovation, and strengthened our foundation for sustained long-term growth.

Over the past five years, we have transformed Waters into a company with more resilient and sustainable growth and our global teams have routinely demonstrated an unyielding commitment to customers, science, and operational excellence that continues to differentiate the Company. At the same time, we have delivered total shareholder returns that have outperformed peer averages on a trailing 1, 3, and 5-year basis, resulting in a 54% 5-year TSR (on a calendar year basis as of 12/31/25).

We closed 2025 with industry-leading strength. Full-year sales grew 7% on both a reported and constant currency basis, with recurring revenue up 8% and adjusted earnings per share increasing 11% to $13.13. Notably, sales growth was broad-based across our geographies with each delivering mid-single-digit growth or better, led by 9% sales growth in the pharmaceutical end market. These results reflect the strength of our execution, the vitality of our innovation engine, and the durability of our business model in high-volume, regulated markets.

At Waters, we accelerate the benefits of pioneering science. Every day, we work alongside customers to solve complex challenges, supporting the development and manufacturing of life-saving therapies, advancing food and environmental safety, enabling earlier and more precise diagnostics, and ensuring the reliability of next-generation materials.

We are executing well while benefiting from a multi-year instrument replacement cycle and driving strong growth in GLP-1 testing, PFAS testing and Generics testing, especially in India. These drivers added several hundred basis points to our 2025 revenue growth.

Innovation remains a powerful driver of our performance. Flagship platforms such as Alliance™ iS HPLC more than doubled in sales year over year, while Xevo™ TQ Absolute mass spectrometers and MaxPeak™ Premier chemistry each delivered growth well above 30%. We also made significant progress in developing our portfolio in high-growth adjacencies, including bioseparations and bioanalytical characterization, where new technologies are enabling customers to analyze larger, more complex molecules with greater confidence and efficiency.

The addition of the Biosciences and Diagnostics Solutions businesses of Becton Dickinson add world class capabilities in cellular and molecular diagnostics, including flow cytometry, microbiology, and molecular testing. As we enter 2026, we are moving swiftly into executing our integration plan, applying the same operating discipline and playbook that has driven Waters’ success, while remaining focused on delivering attractive growth, margin expansion, and long-term shareholder returns.

We are operating from a position of strength, with a revitalized portfolio, expanded growth drivers, and a clear roadmap for the future. We are confident in our ability to continue delivering sustained, industry-leading performance while partnering with customers around the world to accelerate the benefits of pioneering science.

Thank you for your continued confidence and investment.

Sincerely,

LOGO

Udit Batra, Ph.D.

President and Chief Executive Officer

Unless otherwise noted, all figures discussed are as of or for the year ended December 31, 2025. Certain measures, such as sales growth in constant currency and adjusted earnings per share, are non-GAAP financial measures. The reconciliations for these non-GAAP financial measures to their most directly comparable GAAP financial measures are available in Annex A to this Proxy Statement.

LOGO

WATERS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



Date:		Thursday, May 21, 2026

Time:		9:00 a.m., Eastern Time

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

Record Date:		March 24, 2026. 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 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, 2026;

		3. To approve, on a non-binding, advisory basis, the compensation of the Company’s executive officers; and

		4. 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 21, 2026:

The accompanying Proxy Statement (the “Proxy Statement”) and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at https://www.proxydocs.com/wat.

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

We are making the Proxy Statement and the form of Proxy first available on or about April 9, 2026.

By order of the Board of Directors

LOGO

Keeley A. Aleman

Senior Vice President,

General Counsel and Secretary

Milford, Massachusetts

April 9, 2026

TABLE OF CONTENTS



WATERS CORPORATION AT A GLANCE			1

PROPOSAL 1 — ELECTION OF DIRECTORS			2

WHO WE ARE			2

CORPORATE GOVERNANCE			17

HOW WE ARE SELECTED AND ELECTED			17

HOW WE ARE EVALUATED			19

HOW WE GOVERN AND ARE GOVERNED			19

HOW WE ARE ORGANIZED			24

DIRECTOR MEETINGS AND BOARD COMMITTEES			25

REPORT OF THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS			27

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			28

HOW TO COMMUNICATE WITH US			29

PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			30

PROPOSAL 3 — NON-BINDING ADVISORY VOTE APPROVING THE COMPENSATION OF EXECUTIVE OFFICERS			32

COMPENSATION DISCUSSION AND ANALYSIS			33

PROPOSAL 4 — OTHER BUSINESS			68

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			69

ANNUAL REPORT ON FORM 10-K			72

SHAREHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING			72

SHAREHOLDERS SHARING AN ADDRESS			73

USER’S GUIDE			74

INFORMATION CONCERNING SOLICITATION AND VOTING			74

ELECTRONIC DELIVERY OF WATERS SHAREHOLDER COMMUNICATIONS			75

ANNEX A — RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES			A-1

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, 2025 (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.

Links to websites included in this Proxy Statement are provided solely for the information and convenience of investors. Content on the websites named, hyperlinked, or otherwise referenced herein, including the content of any reports that are noted in this Proxy Statement as being posted on our website, is not, and shall not be deemed to be, incorporated by reference into this Proxy Statement or into any of our other filings with the SEC.

LOGO

SOLVING THE PROBLEMS THAT MATTER

Since the founding of Waters in 1958, we have remained steadfast in our commitment to solving the problems that matter. Waters plays a key role in ensuring the purity and efficacy of medicines, the safety of our food and water, and the durability and sustainability of the materials we use every day. We are proud of the progress we made to care for our people, communities, and the planet. For more information, please see our 2024 Sustainability Report, which can be found on our website at ir.waters.com/esg.

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 of expertise and experience amongst our members.

Our Board is comprised of Directors with extensive industry experience and a broad set of skills, attributes, and backgrounds critical to providing us with strategic and operational oversight. The Company believes that the decision-making of the Board of Directors is enriched when multiple viewpoints contribute to the discussion of matters within its purview. Creating a Board with a diversity of perspectives and experiences is important to the Company and the Board is committed to this objective.

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

Director Tenure & Background

LOGO

Board Committee Composition

LOGO

Director Experience and Skills Matrix

LOGO

LOGO

Flemming Ørnskov, M.D., M.P.H.

Chair of the Board

Independent Director since:

2017

Age: 68

COMMITTEES

•

Nominating and Corporate Governance (Chair)

•

Compensation

Dr. Ørnskov brings operational and medical expertise to the Board from his extensive international and strategic planning experience in the healthcare sector, stemming from his senior leadership roles at several global pharmaceutical, biotechnology and healthcare companies.

•

Oversaw growth and successful $2.6 billion IPO of Galderma, a pure-play dermatology focused healthcare company.

•

Guided innovative and internationally focused growth strategy at Shire, a biopharmaceutical company, with an emphasis on go-to-market strategies for new products.

•

Named one of the Top 100 Best-Performing CEOs in the World by the Harvard Business Review.

CAREER HIGHLIGHTS

•

Galderma – CEO (2019 – present); Chair (2019 – 2025)

•

Shire plc – CEO and Board member (2013 – 2019)

•

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

•

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

•

Merck & Co. Inc. and Novartis AG – Various roles of increasing responsibility

OTHER PUBLIC COMPANY BOARDS

•

Galderma (SIX: GALD) (2019 – present)

FORMER (PAST 5 YEARS)

•

Centogene NV (NSDQ: CNTG) (2019-2023)

•

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

EDUCATION

•

MD, University of Copenhagen Medical School

•

MPH, Harvard University School of Public Health

•

MBA, INSEAD

LOGO

Linda Baddour

Independent Director since:

2018

Age: 67

COMMITTEES

•

Audit & Finance (Chair)

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

•

Responsible for overseeing the financial strategy of PRA Health Sciences, a global contract research organization and data science company, which expanded from 3,000 to over 17,000 employees during her tenure.

•

Contributes deep familiarity with all aspects of life science industry financial reporting, accounting, compliance and risk management.

•

Ms. Baddour is a retired Certified Public Accountant.

CAREER HIGHLIGHTS

•

PRA Health Sciences – EVP and CFO (2007 – 2018)

•

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

•

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

OTHER PUBLIC COMPANY BOARDS

•

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

FORMER (PAST 5 YEARS)

•

None

EDUCATION

•

BA and MBA, University of North Carolina at Wilmington

LOGO

Udit Batra, Ph.D.

President and CEO

Director since: 2020

Age: 55

COMMITTEES

•

None

Dr. Batra brings more than two decades of operational leadership experience, including at the senior executive level with multi-billion-dollar global organizations, to Board discussions on evolving growth strategies, opportunities and risks in the life sciences industry.

•

Responsible for guiding Waters’ commercial execution and expanding product portfolio adoption for customers with a successful track record delivering tremendous shareholder value creation throughout his tenure as CEO.

•

Successfully oversaw financial and operational strategies in his executive leadership roles with Merck KGaA, where he guided the company’s strategic transformation and integration with Sigma-Aldrich.

CAREER HIGHLIGHTS

•

Merck KGaA – CEO of MilliporeSigma (life sciences business) (2014 – 2020), President and CEO, Consumer Health (2011 – 2014)

•

Novartis International AG – Various leadership roles (2006 – 2011)

•

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

•

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

•

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

OTHER PUBLIC COMPANY BOARDS

•

None

FORMER (PAST 5 YEARS)

•

None

EDUCATION

•

BS, University of Delaware

•

PhD, Chemical Engineering, Princeton University

LOGO

Dan Brennan

Independent Director since: 2022

Age: 60

COMMITTEES

•

Audit & Finance

Mr. Brennan contributes to the Board his extensive insights and experience in the medical device industry, with particular expertise in business development strategies, capital management and financial reporting.

•

Guided various successful growth initiatives while serving as CFO at Boston Scientific, a global multi-billion-dollar, medical equipment company, resulting in expanded margin and revenue growth during his tenure.

•

Oversaw multiple corporate finance organizations, including global controllership, internal audit, financial reporting, treasury, corporate tax, investor relations, and corporate business development.

•

Mr. Brennan is a Certified Public Accountant.

CAREER HIGHLIGHTS

•

Boston Scientific Corporation – EVP and CFO (2014 – 2025), SVP and Corporate Controller (2010 – 2013), various roles of increasing responsibility within finance function (1996 – 2009)

•

Millipore Corporation – Roles of increasing responsibility in corporate finance function (1990 – 1996)

•

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

OTHER PUBLIC COMPANY BOARDS

•

Madrigal Pharmaceuticals, Inc. (NASDAQ: MDGL) (2025 – present)

FORMER (PAST 5 YEARS)

•

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

EDUCATION

•

BS and MBA, Babson College

LOGO

Richard Fearon

Independent Director since 2023

Age: 70

COMMITTEES

•

Audit & Finance

Mr. Fearon is a seasoned strategic, planning, and operational leader, contributing extensive international business, corporate finance and accounting, business development, M&A and investor relations expertise to the Board.

•

Experienced global operations leader, responsible for guiding Eaton Corporation through more than 75 acquisitions and navigating the company through the global recession.

•

Brings insights into complex financial compliance, accounting, information systems and internal audit processes, critical for the Audit & Finance Committee’s oversight responsibilities.

CAREER HIGHLIGHTS

•

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

•

Avient Corporation – Non-Executive Chairman of the Board (2023 – present), Lead Director (2015 – 2023)

•

Transamerica Corporation – SVP, Corporate Development and Strategic Planning (1997 – 2001), VP, Corporate Development (1995 – 1997)

•

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

•

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

OTHER PUBLIC COMPANY BOARDS

•

CRH plc (NYSE: CRH) (2020 – present)

•

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

•

Avient Corporation (NYSE: AVNT) (2003 – present)

FORMER (PAST 5 YEARS)

•

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

•

Hennessy Capital Investment Corporation VI (NASDAQ: HCVIU) (2021 – 2023)

EDUCATION

•

AB, Stanford University

•

JD and MBA, Harvard University

LOGO

Claire M. Fraser, Ph.D.

Age: 70

COMMITTEES

•

Science and Technology

Dr. Fraser is an internationally recognized scientist who contributes deep scientific expertise and significant managerial experience to the Board, stemming from her strong background in genomics, infectious diseases and molecular diagnostics as well as her experience as the leader of two large research institutes for over 30 years and as a director of several biotechnology companies and non-profit organizations.

•

Widely recognized as a scientific leader in microbiology and genomic medicine and has received a number of awards, including the E.O. Lawrence Award from the Department of Energy, the Promega Biotechnology Award from the American Society of Microbiology and the Charles Thom Award from the Society for Industrial Microbiology.

•

Brings experience working with a multinational company in global markets as well as enterprise risk management as a result of her long tenure as a director of Becton, Dickinson and Company.

CAREER HIGHLIGHTS

•

University of Maryland School of Medicine – Director, Institute for Genome Sciences (2007 – 2024), Professor Emerita of Medicine and Microbiology and Immunology (2007 – 2024)

•

The Institute for Genomic Research – President and Director (1998 – 2007)

•

American Association for the Advancement of Science – Chair of the Board and Director (2021)

OTHER PUBLIC COMPANY BOARDS

•

Seres Therapeutics, Inc. (NASDAQ: MCRB) (2023 – present)

FORMER (PAST 5 YEARS)

•

Becton, Dickinson and Company – Director (2006 – 2026)

EDUCATION

•

BS, Rensselaer Polytechnic Institute

•

Ph.D., State University of New York at Buffalo

LOGO

Pearl S. Huang, Ph.D.

Independent Director since 2021

Age: 68

COMMITTEES

•

Science and Technology (Chair)

•

Nominating and Corporate Governance

Dr. Huang brings deep scientific knowledge, international and operational experience in the pharmaceutical sector to the Board, stemming from her more than 30 years of leadership in the biopharmaceutical industry.

•

Successful oversight of numerous drug and therapy research, discovery, clinical trial and development phases in the biotech and pharma industry space.

•

Responsible for overseeing a Novartis-backed biopharmaceutical startup through its global expansion.

•

Widely recognized as an innovative science leader, named the PharmaVOICE100 list of most inspiring leaders in life sciences.

CAREER HIGHLIGHTS

•

Dunad Therapeutics – President and CEO (2022 – present)

•

Cygnal Therapeutics – CEO (2019 – 2022)

•

Flagship Pioneering – Venture Partner (2019 – 2022)

•

F. Hoffman La-Roche, Ltd. – SVP and Global Head, Therapeutic Modalities (2014 – 2018)

•

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

•

Beigene LTD – Founder and CSO (2010 – 2012)

•

Merck and Co. – VP, Oncology Integrator, Discovery and Early Development (2006 – 2010)

•

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

OTHER PUBLIC COMPANY BOARDS

•

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

FORMER (PAST 5 YEARS)

•

None

EDUCATION

•

BS, Biology, MIT

•

Ph.D., Molecular Biology, Princeton University

LOGO

Wei Jiang

Independent Director since 2021

Age: 62

COMMITTEES

•

Science and Technology

Mr. Jiang’s more than 25 years of experience in the pharmaceutical and medical device industries, with a particular focus in China and the Asia/Pacific region, allows him to bring an experienced international perspective to Board discussions on Waters’ growth strategy.

•

Deep operational leadership experience and understanding of the greater Asia-Pacific region’s pharma and biopharma markets, with a track record of successfully overseeing key business growth initiatives and partnerships.

•

Contributes invaluable knowledge on evolving complexities of Asia-Pacific region operations, enhancing the Board’s risk oversight of international expansion initiatives.

CAREER HIGHLIGHTS

•

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

•

AstraZeneca plc – SVP, GRA BU & Key Accounts (2011 – 2012), other senior management roles (2006 – 2010)

•

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

•

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

OTHER PUBLIC COMPANY BOARDS

•

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

FORMER (PAST 5 YEARS)

•

None

EDUCATION

•

BBA, Campbell University

•

MA, Economics and Finance, Indiana State University

LOGO

Heather Knight

Independent Director since 2024

Age: 54

COMMITTEES

•

Nominating and Corporate Governance

Ms. Knight brings significant healthcare industry expertise from nearly 30 years of experience in commercial leadership positions across the pharmaceutical and medical device sectors, which enhances the Board’s knowledge of the evolving industry landscape.

•

Global experience driving commercial execution across the MedTech industry, including at and at Solventum Corporation, where she currently oversees global commercial and R&D operations across Solventum’s MedSurg, Dental Solutions and Health Information Systems segments

•

Brings successful track record of building high-performance culture, with deep focus on human capital management and talent development.

CAREER HIGHLIGHTS

•

Solventum Corporation – Chief Commercial Officer (November 2025 – present)

•

Baxter International Inc. – Chief Operating Officer (February 2025 – October 2025), EVP and Group President, Medical Products & Therapies (2023 – October 2025), President, Acute Therapies, Clinical Nutrition, Medication Delivery, Latin America and Canada (2021 – 2023), General Manager, U.S. Hospital Products (2019 – 2021)

•

Medtronic plc – VP, General Manager (2016 – 2019)

OTHER PUBLIC COMPANY BOARDS

•

None

FORMER (PAST 5 YEARS)

•

Titan Medical Inc. (NASDAQ: TMDI) (2021 – 2023)

EDUCATION

•

BS, University of Buffalo

LOGO

Christopher A. Kuebler

Independent Director since 2006

Age: 72

COMMITTEES

•

Compensation (Chair)

•

Science and Technology

Mr. Kuebler brings over 30 years of commercial execution experience in the pharmaceutical service industry to the Board, including his expertise overseeing global operations expansion, strategic growth and shareholder value creation initiatives.

•

Oversight of financial accounting and business strategy, as well as growth strategy development and implementation at a leading drug development and services company, bringing a unique perspective on growth strategy implementation and variable stakeholder expectations.

•

Spearheaded Covance’s spin-off from Corning Pharmaceutical Services, creating one of the world’s largest and most comprehensive contract drug development service companies, with operations in more than 17 countries.

CAREER HIGHLIGHTS

•

Covance Inc. and its predecessor companies – Chairman (2005), Chairman and CEO (1994 – 2004)

•

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

OTHER PUBLIC COMPANY BOARDS

•

None

FORMER (PAST 5 YEARS)

•

None

EDUCATION

•

BS, Biology, Florida State University

LOGO

Mark Vergnano

Independent Director since 2022

Age: 68

COMMITTEES

•

Compensation

•

Nominating and Corporate Governance

Mr. Vergnano provides the Board with valuable leadership insights developed through his executive roles at global chemical companies, along with extensive operational experience and a proven track record of driving business transformation, financial growth and value creation.

•

Global operations leadership experience, including manufacturing, with a deep understanding of sales and marketing in the chemical and industrial sector.

•

Track record of successful leadership over global science companies through transformative periods of significant growth, including implementation of ambitious growth strategy while serving as CEO of The Chemours Company.

•

While at DuPont, he developed experience in government affairs and public policy.

CAREER HIGHLIGHTS

•

The Chemours Company – Chairman (2021), President and CEO (2015 – 2021)

•

DuPont – EVP (2009 – 2015), Group VP, Safety and Protection (2006 – 2009), VP, General Manager, Nonwovens and Building Innovations (2002 – 2006), other various roles (1980 – 2002)

OTHER PUBLIC COMPANY BOARDS

•

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

FORMER (PAST 5 YEARS)

•

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

EDUCATION

•

BS, University of Connecticut

•

MBA, Virginia Commonwealth University

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

Eleven 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 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’s charter clarify that when assessing candidates for Director, the Nominating and Corporate Governance Committee considers candidates’ skills, experience, expertise, industry knowledge, and perspectives in their decision-making process, 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, and experience, with our average director tenure being approximately five-and-a-half 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 “NYSE”).

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. As part of the Nominating and Corporate Governance Committee’s discussions about individuals to recommend for nomination to serve as directors of the Company and to which committees those directors will be assigned, the Nominating and Corporate Governance Committee considers whether an individual’s other commitments are likely to interfere with such individual’s ability to properly discharge his or her duties to the Board and any Committees on which he or she may serve. Such evaluation is based on the facts and circumstances relating to each individual’s commitments, whether known to the Nominating and Governance Committee through discussion with the individual or other directors who have experienced similar obligations, or through such individual’s historic performance as a director, in the case of individuals who are then serving as a director of the 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.

In connection with the BD Transaction, the Company agreed to add one member to its Board, as mutually agreed with BD, with such appointment to be effective at the closing of the transaction. Dr. Fraser, who was a member of the BD Board of Directors prior to the closing of the BD Transaction, was identified as a potential candidate for election to our Board and was mutually agreed with BD. Dr. Fraser was interviewed by members of the Board and vetted by a professional search firm, and in connection with the closing of the BD Transaction, Dr. Fraser was elected to serve as member of the Board, effective February 9, 2026.

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 the Company’s categorical standards of independence, which our Board approved, and the Guidelines provide criteria adopted by the Board to assist it in making determinations regarding the independence of its members. Those criteria, summarized below, are consistent with the NYSE 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 or an immediate family member has received more than $120,000 in direct compensation from the Company (other than fees for service as a director or pension or deferred compensation for prior service, provided that such compensation is not contingent in any way on continued service) during any twelve-month period within the past three years; or

•

he or she is an employee, or an immediate family member is 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 is 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 (excluding the Company’s matching of employee charitable contributions). 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.

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 2025, 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 2026. 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 ir.waters.com/esg/governance-documents 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 above, 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 other than our President and CEO, and all members of the Audit & Finance Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the 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 of our 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 oversees our cybersecurity risk management and actively works with the Board and management to identify, assess, manage, report, and monitor such cybersecurity risks on at least a quarterly basis, and more frequently if necessary.

✓ Human Capital Management Our Board dedicates a meeting session to a review of talent, as well as matters related to succession planning.

✓ 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, the topics for which are selected by the Board’s Nominating and Corporate Governance Committee.

✓ Board and Committee Oversight of Sustainability Matters Our Board has delegated oversight of the Company’s sustainability policies and practices to its Nominating and Corporate Governance Committee, which reports out to the Board at least annually on our efforts to solve the problems that matter as a sustainable company focused on the long term.

Shareholder Engagement

Our Board and management are committed to regular shareholder engagement and value constructive feedback to ensure alignment with shareholder interests on matters related to strategy, performance and results, corporate governance, sustainability, and executive compensation, among other topics. Our Investor Relations team regularly engages with shareholders on these topics, and that feedback is shared with management and the Board at least quarterly. Following the announcement of the transaction involving BD’s Biosciences & Diagnostic Solutions business, management and our Investor Relations team engaged in additional shareholder outreach to discuss the strategic rationale and address investor questions and feedback related to the transaction. Incorporating and addressing valuable feedback and insights from our shareholders is a key component in the deliberations and decision-making processes of the Board and management.

Say-on-Pay

Our shareholders vote annually on a non-binding, advisory basis, on the compensation of our executive officers, which we call our Say-on-Pay shareholder vote. The Company takes the support of our shareholders seriously and actively solicits feedback from our shareholders on our compensation programs. Shares voted in favor of our executive compensation program in fiscal year 2025 represented approximately 82% of votes cast.

Approximately 82% of stockholders voted in favor of our 2025 Say-on-Pay proposal

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.

Listening to Our Shareholders

Over the last several years, the Compensation Committee has made changes to our executive compensation program driven by changes in business and market practices, as well as shareholder feedback. A majority of our shareholders continue to have favorable views of our executive compensation program overall, including our emphasis on performance-based compensation and the strength of our performance goals. Our shareholders have provided constructive feedback to the Company in certain areas of our executive compensation program. In response to feedback requesting that a majority of our long-term incentive award consist of performance-based equity, we have rebalanced our mix to 55% PSUs, 30% stock options and 15% RSUs, commencing with fiscal year 2025. The Compensation Committee continues to believe that revenue and operating income are key drivers of our Company today and further that rTSR enhances our alignment with shareholders.

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.

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 Audit & Finance Committee for consideration at its next regularly scheduled meeting. The Audit & Finance 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 Audit & Finance 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 Ørnskov is Chief Executive Officer), Avient Corp. (of which Mr. Fearon is an independent director but not an employee), Boston Scientific Corporation (of which Mr. Brennan served as Chief Financial Officer until June 2025 and remained a senior advisor through October 2025), Solventum Corporation (of which Ms. Knight is the Chief Commercial Officer), and Baxter International Inc. (of which Ms. Knight served as Executive Vice President and Group President, Medical Products & Therapies until October 2025).

Insider Trading Policy

The Board has adopted a written Insider Trading Policy and the Company has implemented associated procedures, both of which have been reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable NYSE listing standards. The policy applies to all Directors, officers and employees of the Company and its subsidiaries, as well as the immediate families, personal households and entities controlled by such Directors, officers and employees. The policy covers transactions in all securities of the Company, including common stock, options to purchase common stock, restricted stock units, debt securities, preferred stock, convertible debentures, and warrants as well as derivative securities, such as exchange-traded options or swaps. The policy strictly prohibits trading in any Company securities while in possession of material

non-public

information, except under

pre-approved

trading plans that meet the requirements of Rule

10b5-1

under the Exchange Act

(“10b5-1

trading plans”), and misusing such information, such as by “tipping” material

non-public

information or making unauthorized disclosure. In addition, the policy specifies our open quarterly trading windows (and who is subject to such windows), our

pre-clearance

procedures (and who is subject to such procedures) and requirements regarding

pre-approved

10b5-1

trading plans. Persons who fall within the scope of the policy are also prohibited 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 the Company’s securities. The foregoing summary of Waters’ Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy, a copy of which is filed as Exhibit 19.1 to Waters’ Annual Report on Form

10-K

for the fiscal year ended December 31, 2025.

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. In 2026, we enhanced these guidelines to require the accumulation of common stock by the CEO equal to six times his or her base salary over a five-year period and the accumulation of common stock by our other named executive officers equal to three 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.

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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 (sometimes called 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 Waters Ethics Helpline, which is operated confidentially by a third-party vendor, provides the Waters workforce and others a comprehensive and anonymous reporting tool to report concerns. All of the foregoing documents are available on the Company’s website at ir.waters.com/esg/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 waters.ethicspoint.com.

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 Senior 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.

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 Senior 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 on a quarterly basis and to the full Board at least annually. 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 its annual 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

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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 four- to five-year vesting period for stock options and three- to four-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; and (6) 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.

Sustainability Risk Oversight

The Board, with and through its Nominating and Corporate Governance Committee, as appropriate, oversees the Company’s management of sustainability matters, including risks related to our governance structure, environmental impact and human capital, among other topics. 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 sustainability matters, including the business impact of sustainability matters 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 2025, Dr. Flemming Ørnskov 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 2025. 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 2025 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, Global Human Resources and the Vice President, Total Rewards also provide the Compensation Committee with information and analysis on the

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Company’s executive compensation programs, as requested. In the beginning of 2025, 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 nine meetings during the year ended December 31, 2025, which included sessions on strategy; innovation; enterprise risk management; cybersecurity; annual operating plan; mergers and acquisitions and other strategic transactions; talent review; succession; and sustainability.

During 2025, the Audit & Finance Committee met 16 times, the Compensation Committee met three times, the Nominating and Corporate Governance Committee met two times, and the Science and Technology Committee met three times. All of the Company’s Directors attended at least 75% of the aggregate number of meetings of the Board and each Director’s respective regular committees that were held during the period for which such Director served in 2025. Information regarding our standing Board committees, their members and the number of meetings held during 2025 is set forth below.

The Company encourages Director attendance at annual shareholder meetings but does not have a formal policy requiring attendance. All Directors who were then members of the Board attended the 2025 annual meeting of shareholders.

Audit & Finance Committee


Members Linda Baddour (Chair) Dan Brennan Richard Fearon		Meetings in 2025: 16

The Audit & Finance Committee currently consists of Ms. Linda Baddour (Chair), Mr. Dan Brennan and Mr. Richard Fearon. 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 ir.waters.com/esg/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.

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Compensation Committee


Members Christopher A. Kuebler (Chair) Flemming Ørnskov Mark P. Vergnano		Meetings in 2025: 3

The Compensation Committee currently consists of Mr. Christopher A. Kuebler (Chair), Dr. Flemming Ørnskov 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 ir.waters.com/esg/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


Members Flemming Ørnskov (Chair) Pearl Huang Heather Knight Mark P. Vergnano		Meetings in 2025: 2

The Nominating and Corporate Governance Committee currently consists of Dr. Flemming Ørnskov (Chair), Dr. Pearl Huang, Ms. Heather Knight and Mr. Mark P. Vergnano. The Nominating and Corporate Governance Committee oversees, among other things, the Company’s sustainability 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 ir.waters.com/esg/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


Members Pearl Huang (Chair) Claire M. Fraser, Ph.D. Wei Jiang Christopher A. Kuebler		Meetings in 2025: 3

The Science and Technology Committee currently consists of Dr. Pearl Huang (Chair), Dr. Claire M. Fraser, 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.”

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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 2025

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 2025, 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 19, 2026, the Company’s Vice President, Internal Audit 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, 2025.

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 ir.waters.com/esg/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 16 meetings during the fiscal year ended December 31, 2025. 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 — 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”).

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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 will each 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, 2025, that:

1. It has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 2025 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 19, 2026, 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, 2025 for filing with the SEC. The recommendation was accepted by the Board on February 19, 2026.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2025, the Compensation Committee consisted of Mr. Christopher A. Kuebler (Chair), Dr. Flemming Ørnskov and Mr. Mark P. Vergnano. During 2025, 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.

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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:

•

participating in our annual meeting;

•

calling our investor and customer service line at (508)

478-2000;

•

using our Waters Ethics Helpline at waters.ethicspoint.com or emailing us at ethics@waters.com;

•

emailing our internal audit team, which has a direct reporting line to the Board, at internal_audit@waters.com; or

•

participating in our various investor relations communications opportunities.

In addition, shareholders and other interested parties may 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 such communications will be forwarded to the appropriate Board member. Our General Counsel will review these communications and reserves the right not to forward communications if they are deemed inappropriate, consist of individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to shareholders or other constituencies of the Company, or are deemed to be solicitations, advertisements, surveys, “junk” mail or mass mailings.

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, 2026. 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, 2025 and 2024 billed by PwC were as follows:


	For the year ended December 31,
	2025		2024

Audit Fees	$	5,994,250	$	5,633,389

Audit-Related Fees		2,168,785		56,891

Tax-Related Fees

Tax Compliance		640,280		672,218

Tax Planning		550,276		929,003


Total Tax-Related Fees		1,190,556		1,601,221

All Other Fees		2,000		2,000


Total	$	9,355,591	$	7,293,501

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.

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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 2026, but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2027.

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.

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PROPOSAL 3 —

NON-BINDING

ADVISORY VOTE ON COMPENSATION OF EXECUTIVE OFFICERS

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

advisory 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

advisory 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.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Our Named Executive Officers

The purpose of this Compensation Discussion and Analysis (this “CD&A”) is to provide information about the material elements of compensation that are paid to, awarded to, or earned by, our named executive officers for fiscal year 2025 (whom we collectively refer to as our “NEOs”), who consist of any individual who served as our principal executive officer during fiscal year 2025, any individual who served as our principal financial officer during fiscal year 2025, and our two most highly compensated executive officers who were serving at the end of fiscal year 2025 other than our principal executive officer and principal financial officer.

Our NEOs for fiscal year 2025 (and their respective positions) were as follows:


Udit Batra, Ph.D. President & CEO		Amol Chaubal Senior Vice President and Chief Financial Officer

Jianqing Y. Bennett Senior Vice President, TA Instruments Division and Clinical Business Unit		Robert Carpio III Senior Vice President, Waters Division

Our Business

Waters Corporation is a global leader in life sciences and diagnostics, dedicated to accelerating the benefits of pioneering science through analytical technologies, informatics, and service. With a focus on regulated, high-volume testing environments, our innovative portfolio harnesses deep scientific expertise across chemistry, physics, and biology. We collaborate with customers around the world to advance the release of effective, high-quality medicines, ensure the safety of food and water, and drive better patient outcomes by detecting diseases earlier, managing routine infections, and combating antibiotic resistance. Through a shared culture of relentless innovation, our passionate team of ~16,000 colleagues turn scientific challenges into breakthroughs that improve lives worldwide

Our Performance

In 2025, the Company’s revenue growth was 7% on a GAAP basis and 7% on an adjusted

non-GAAP

constant currency basis, as compared to 2024. Our net income increased by 1% on a GAAP basis and increased by 11% on an adjusted

non-GAAP

organic basis, as compared to 2024. Adjusted

non-GAAP

constant currency revenue and adjusted

non-GAAP

organic net income are financial measures that are not prepared in accordance with GAAP. Annex 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.

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The Company maintains a strong balance sheet, access to liquidity, and a well-structured debt maturity profile. This strength allows us to prioritize investing in growth. We continue to evaluate M&A opportunities that will enhance value creation for our shareholders.

The Company has consistently delivered top tier value to shareholders over the long term. Since the beginning of our transformation in July of 2020, our TSR is ahead of all other major Life Science Tools peers

through December 31, 2023, 2024 and 2025, delivering 83%, 106%, and 111% TSR, respectively. For the fiscal year 2025, the company delivered 2% TSR in a challenging macro environment, outperforming the average of all major Life Science Tools peers.

2025 Executive Compensation Program Outcomes

Our program aligns executive compensation to the successful execution of our strategy, meeting our financial and operational goals, and delivering strong returns to our shareholders. We attract and retain exceptional talent needed for long-term success by ensuring our compensation is market competitive with our peers.

Our incentive plans focus on absolute and relative financial performance, and we set stretch goals that we believe align with delivering strong returns to our shareholders. For our 2025 Annual Incentive Plan (“AIP”), we were above target on both corporate performance metrics, which were adjusted

non-GAAP

organic constant currency revenue growth (“OCCRG”) and adjusted

non-GAAP

organic net income growth (“ONIG”), resulting in a corporate payout factor of 110% of target. For the performance-based restricted stock units (“PSUs”) that were granted in 2023 and whose performance period ended in 2025, we were below threshold on the adjusted

non-GAAP

OCCRG performance metric, but we were above the median of the S&P 500 Health Care Index (“HCI”) on the applicable relative total shareholder return performance metric. Based on this performance, our 2023 PSU awards (whose performance period ended on December 31, 2025) paid out at 65% of target.

Further details on each of these programs, including a description of the relevant performance goals, are provided later in this CD&A.

1	Agilent, Avantor, Bio-Rad, Bio-Techne, Bruker, Danaher, Mettler Toledo, Revvity, Thermo Fisher Scientific

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2025 EXECUTIVE COMPENSATION PROGRAM

Compensation Philosophy

The Company’s executive compensation program is intended to be both performance-based and market-competitive. The objectives and philosophy of the Company’s executive compensation program are as follows:

Objectives



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

SEC Form DEF 14A filed by Waters Corporation