Required Vote and Recommendation of the Board of Directors

A nominee for director shall be elected to the Board by a majority vote (i.e., the votes cast for such nominee must exceed the votes cast against such nominee), except that directors will be elected by plurality vote at any meeting of stockholdersshareholders for which the number of nominees exceeds the number of directors to be elected (a contested election). If an incumbent director fails to bere-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 “brokernon-votes”) are counted as present for the purpose of determining whether a quorum is present. Abstentions and brokernon-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.

Board/Director Independence

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

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

The Board has determined that each Director, other than Mr. O’Connell,Dr. Batra, the Company’s President and Chief Executive Officer,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 November 2019,December 2022, the evaluation, in the form of a questionnaire, was circulated to all members of the Board and each committee. The Company’s General Counsel received all of the questionnaires, compiled the results, and circulated them to the Board and each committee for discussion and analysis during January 2020.and February 2023. It is the intention of the Nominating and Corporate Governance Committee to continue to engage in this process annually.

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

✓Proxy Access

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

✓    Majority Approval Required for Director Elections

If an incumbent directorDirector up forre-election at a meeting of stockholdersshareholders 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 directorsDirectors except our President and Chief Executive Officer,CEO, and all members of the Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee are independent.

✓    Engaged in Strategy

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

✓    Director Qualifications and Evaluations

All independent Directors meet the candidate qualifications set forth in our BoardGuidelines and as summarized in the above sections of Directors Guidelines for Director Qualifications and Evaluations included in this Proxy Statement.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 directorsDirectors meet privately on a regular basis. Our Chairman presides at such meetings.

✓    Stock Ownership Requirements

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

✓    Enterprise Risk Management

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

✓    Human Capital Management

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

Related Party Transactions Policy

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

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

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reviewed by the Compensation Committee of the Board; and (d) ordinary course business transactions conducted on an “arm’s length” basis with GlaxoSmithKline plcGalderma S.A. (of which Dr. Glimcher is a director), Dana-Farber Cancer Institute (of which Dr. GlimcherFlemming Ornskov is Chief Executive Officer), Polaris, Inc.and Avient Corp. (of which Mr. HendricksonFearon is a director), or Galderma S.A. (of which Dr. Ornskov is Chief Executive Officer)an independent director but not an employee).

In addition, Senior Vice President, General Counsel, and Secretary Ms. Keeley A. Aleman’s husband, Mr.Dr. Patrick Maiella, is a current employee of the Company. Ms. Keeley A. Aleman’s sister, Ms. Megan Aleman, was an employee of the Company until the fourth quarter of 2019. Mr.Dr. Maiella and Ms. Megan Aleman each received approximately $150,000$200,000 in compensation from the Company during 2019. Both2022. He also participated in our employee benefit plans on the same basis as other similarly-situatedsimilarly situated employees in 2019.2022.

Stock Ownership Guidelines

In order to more closely align Directors’ and executive officers’ interests with those of the Company’s stockholders,shareholders, the Company has minimum stock ownership guidelines for its executive officers andnon-employee Directors. These guidelines require the accumulation by anyone who holds the Chief Executive OfficerCEO position of common stock equal to five times his or her base salary over a three-year period and the accumulation by our other executive officers of common stock equal to two times their base salary over a five-year period. Based on the advice of Pearl Meyer, the Company’s independent compensation consultant, to align with current best practices, in December 2018 the Board updated theThe stock ownership guidelines fornon-employee Directors to changerequire the required ownership threshold from a minimumaccumulation of 5,000 shares of common stock to a minimum of five times the annual cash Board retainer which is required to be accumulated over a five-year period.

If an executive officer or Director shall becomenon-compliant with the guidelines, he or she will have a period of twelve months to regain compliance with the guidelines. If, after such twelve-month period, the executive officer or Director remainsnon-compliant, then, 50% of the netafter-tax profit from any subsequent stock option exercise must be retained in shares of common stock until compliance with the guidelines is achieved. Exceptions to these stock ownership guidelines may be considered by the Nominating and Corporate GovernanceCompensation Committee. For purposes of these guidelines, in addition to any direct ownership of shares of common stock by an executive officer or Director, any shares of unvested restricted stock, unvested restricted stock units (“RSUs”) and vested“in-the-money” stock options granted by the Company to such executives or Directors apply toward the satisfaction of the guidelines. The ownership guidelines have been met by all of our Directors, except for Ms. Linda Baddour and Mr. Gary Hendrickson, who, as new directors,Unvested PSUs are in their initial compliance period.

It is important to note that our President and CEO, Mr. O’Connell, personally purchased approximately $1 millionnot applied toward the satisfaction of stock upon his start of employment withownership guidelines.

Dr. Udit Batra joined the Company in September 2015. Furthermore,2020 and has until September 2023 to meet the requirements of the ownership guidelines. Mr. O’ConnellAmol Chaubal joined the Company in May 2021 and has not sold any shares (other thanuntil 2026 to cover tax liabilities for vested Restricted Stock Units (“RSUs”)meet the requirements of the ownership guidelines. Dr. Huang and Performance Share Units (“PSUs”)) or exercised any stock options since joiningMr. Jiang were appointed to the Company.

Board effective January and July 2021, respectively, and have until 2026 to meet the requirements of the ownership guidelines. Mr. Brennan and Mr. Vergnano were appointed to the Board effective November 2022 and have until 2027 to meet the requirements of the ownership guidelines. Mr. Fearon was appointed to the Board effective March 2023 and has until 2028 to meet the requirements of the ownership guidelines. All of our named executive officers and current Directors have metsatisfied the requirements of the ownership guidelines, except for Mr. Pratt,Drs. Batra and Huang and Messrs. Brennan, Chaubal, Jiang, Fearon, and Vergnano, who joined the Company in September 2019 and has until 2024 to meet the ownership guidelines.are each within their initial compliance periods as noted above.

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

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

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Risk Oversight

Board’s Role in Risk Oversight Generally

Included in the Company’s Annual Report on Form10-K for the year ended December 31, 2019 (the “Annual Report”) are the risk factors affecting the Company, which are periodically reviewed by the Board and the Audit Committee and updated or expanded as warranted. The Board is responsible for overseeing the management and operations of the Company, including its risk assessment and risk management functions. The Board has delegated responsibility to reviewing the Company’s policy with respect to risk assessment and management to the Audit Committee.

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

Compensation-Related Risk

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

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including annual and long-term incentive plan design, competitive market assessments, compensation trends and best practices, and technical and regulatory developments. In 2019, Pearl Meyer provided consulting services related to the annual and long-term incentive plan design for executive officers andnon-executive employees of the Company. Other than thisone-time project, Pearl Meyer provides services to the Compensation Committee related only to executive officer and Director compensation, including peer group compositions,composition, comparing executive officer and Director compensation arrangements to those of the peer groupsgroup 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 believeshas determined that Pearl Meyer is independent in providing consulting services to the Compensation Committee. The Compensation Committee conducted a specific review of its relationship with Pearl Meyer in 20192022 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 rules.Exchange.

The Compensation Committee approves all compensation decisions for theour named executive officers, after consulting with Pearl Meyer, as appropriate. The Senior Vice President, of GlobalChief Human Resources Officer and the Vice President, Total Rewards also provide the Compensation Committee with information and analysis on the Company’s executive compensation programs, as requested. During 2019,In the beginning of 2022, our President and Chief Executive Officer, Mr. O’Connell,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 thesuch other named executive officers. The Compensation Committee, however, makes all final decisions with respect to the compensation of the Chief Executive OfficerCEO 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 nine8 (eight) meetings during the year ended December 31, 2019.2022. The Board has determined that each Director other than Mr. O’Connell,Dr. Batra, the Company’s President and Chief Executive Officer,CEO, has no material relationship with the Company and otherwise qualifies as “independent” under applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence” above. The Board meetings held in 20192022 included sessions on annual operating plan; enterprise risk management; talent review, diversity, and succession; strategy; and innovation.

During 2019, each2022, all of the Company’s current Directors attended in excess of 75% of the aggregate100% of the meetings of the Board andheld during the period for which he or she was a Director. During 2022, each of the Company’s current Directors attended at least 75% of the meetings of the committees of the Board ofon which such Director was a member.he or she served. During 2019,2022, the Audit Committee met eight6 (six) times, the Compensation Committee met five3 (three) times and the Nominating and Corporate Governance Committee met twice.4 (four) times. In 2017, the Board of Directors formed an Ad Hoc Finance Committee which became a formal standing committee of the Board in February 2018. During 2019,addition, during 2022, the Finance Committee met seven times. In addition, in 2018, the Board of Directors formed an Ad Hoc Science5 (five) times and Technology Committee which became a formal standing committee of the Board in February 2019. During 2019, the Science and Technology Committee met four2 (two) times.

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and audit functions. The Audit Committee meets the definition of “Audit Committee” as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).Act. The Audit Committee engages the independent registered public accounting firm, and performs certain other functions pursuant to its charter, a copy of which is available on the Company’s website athttp:https://www.waters.com under the caption “Corporate Governance.” Each member of the Audit Committee is independent under SEC rules and the applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.” The Board has determined that each member of the Audit Committee is an “audit committee financial expert” within the meaning of the SEC rules and has “accounting or related financial management expertise” within the meaning of New York Stock Exchange rules.

Compensation Committee

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

Finance Committee

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

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Mr. Thomas P. SaliceDr. Flemming Ornskov (Chair), Dr. Laurie H. Glimcher,Pearl Huang and Dr. Flemming Ornskov.Mr. Mark P. Vergnano. The responsibilities of the Nominating and Corporate Governance Committee includeoversees, among other things, the recruitment and recommendation of candidates for the Board. The Nominating and Corporate Governance Committee may, as it deems appropriate, give consideration toconsider any candidates suggested by the stockholdersshareholders of the Company. The Nominating and Corporate Governance Committee also develops and recommends to the Board the Corporate Governance Guidelines for the Company. The charter of the Nominating and Corporate Governance Committee,NGC Charter, which sets forth all of the Nominating and Corporate Governance

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

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

During 20192022, the Audit Committee of the Board, in conjunction with management and PwC, the Company’s independent registered public accounting firm, focused on the following items:

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

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

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

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

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

The Company retains Ernst &Young LLP to assist in elements of continuing compliance with Section 404 of the Act. The Company’s compliance with Section 404 of the Act is managed primarily by the Company’s Vice President, Internal Audit and Chief Compliance Officer in conjunction with the Company’s Senior Vice President and Chief Financial Officer and its Vice President, Corporate Finance and Corporate Controller.Officer. During 2019,2022, the Audit Committee received regular and detailed briefings from the Company’s Vice President, Internal Audit and Chief Compliance Officer and PwC regarding the Company’s compliance with Section 404 of the Act. On February 24, 2020,17, 2023, the Company’s Vice President, Internal Audit and Chief Compliance Officer and PwC reported to the Audit Committee that no material weaknesses had been identified in the Company’s internal control over financial reporting as of December 31, 2019.2022.

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

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

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

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

PwC and the Company ensure that all audit andnon-audit services provided to the Company have beenpre-approved by the Audit Committee.

The Audit Committee hereby reports for the fiscal year ended December 31, 20192022 that:

1. It has reviewed and discussed the Company’s audited financial statements for the fiscal year ended December 31, 20192022 with Company management;

2. It has reviewed and discussed with PwC those matters required to be communicateddiscussed by PwC to the Audit committee, including under Auditing Standard No. 16, as adopted byapplicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Commission);

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

4. It has considered whether, and determined that, the provision ofnon-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 24, 2020,17, 2023, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 20192022 for filing with the SEC. The recommendation was accepted by the Board on the same date.February 27, 2023.

Ms. JoAnn A. Reed (Chair)            Ms. Linda Baddour Dr. Michael Berendt            Christopher Kuebler(Chair)                Mr. Dan Brennan                Mr. Edward Conard

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HOW TO COMMUNICATE WITH US

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

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

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These efforts, along with the benefitscomparison of our share repurchase program, enabledfive-year total shareholder return (“TSR”), please see the above section of this Proxy Statement “— Waters to deliver 14% EPS growth as reported and 8% EPS growth on anon-GAAP basis for 2019 despite the modest growth in revenue on a constant-currency basis.

Over the longer term,Corporation At A Glance — How We Are Doing”. Moreover, Waters has consistently delivered value to stockholders.shareholders over the long term. For the three-, five- andten-year periods ending on December 31, 2019, Waters2022, our stock yielded a 74%47%, 107%77% and 277%293% return on an investment made on December 31, 2016,2019, December 31, 2014,2017, or December 31, 2009,2012, respectively.

The following graph compares the cumulative total return on $100 invested as of December 31, 2014 through December 31, 2019 in the Company’s common stock, the NYSE Market Index, the SIC Code 3826 Index, and the S&P 500 Index.

Our Named Executive Officers

This Compensation Discussion and Analysis discusses the compensation awarded to, earned by, or paid to our named executive officers for fiscal year 2019.2022. Our named executive officers for fiscal year 20192022 were as follows:

On October 1, 2019,* Effective May 24, 2022, Ms. Aleman was promoted to the positionis no longer serving as an executive officer of Senior Vice President, General Counsel and Corporate Secretary, replacing Mr. Beaudouin, who stepped down from such position on that same date and retired from the Company on December 31, 2019. On September 3, 2019, Mr. Pratt joined the Company as Senior Vice President and President of TA Instruments.Waters.

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Our compensation philosophy and our commitment topay-for-performance remain consistent. Grants made in February 2020 reconfirm our commitment to long-term, performance-based, equity-oriented compensation.

2019 CEO Pay Program Design

The 2019 pay program is overwhelmingly equity-oriented andat-risk. Including the LTI award grants made in February 2020, our CEO’s package PSUs)) for 2022 was approximately:

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

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

2022 Executive Team

Waters had two significant changes in leadership, as Ms. Aleman succeeded Mr. Beaudouin as Senior Vice President, General Counsel and Corporate Secretary, and Mr. Pratt joined the executive team as Senior Vice President and President of TA Instruments.

2019 PayCompensation Program Outcomes

Although we delivered good performance to stockholders in 2019, demonstrated through a total stockholder return (“TSR”) of 24%, 2019 was an operationally challenging year for the Company. A number of the performance metrics associated with our annual incentive program were not met at the levels required for funding this program, resulting in no annual bonus payouts toIn 2022, our named executive officers for 2019.

received payouts between the target and maximum payout levels under the AIP based on corporate performance, as further detailed below. Our 2017-20192020-2022 LTI award,awards, based on relative TSR and our three-year non-GAAP constant currency revenue growth, completed itstheir three-year performance measurement period on December 31, 2019. Our above-median2022. For PSUs granted in February 2020, our performance over the three-year period yielded a 126%164% payout for PSUs based on relative TSR and a 141% payout for PSUs granted in December 2016, January 2017 and February 2017.based on our three-year non-GAAP constant currency revenue growth. Further details on each of these programs, and their 20192022 outcomes, are described below.

Stockholder Engagement and Changes in the 2020 Pay Program

As detailed further below, the Company engaged with stockholders in 2019 to discuss, among other topics, executive compensation program design. Following oursay-on-pay vote support level of approximately 80% received in 2019, we believed it very important to understand the stockholders’ viewpoints regarding our executive compensation program, and to understand changes that stockholders would appreciate in our executive compensation program. Executive compensation is regularly discussed as part of our ongoing investor outreach. In 2019, management had specific discussions with certain stockholders regarding executive compensation design. The insight and views shared with us by these stockholders was considered as we made design changes to our 2020 incentive programs.

Following these conversations, we made a number of adjustments for our 2020 compensation program:

More details on these changes are available further in this proxy.

20192022 EXECUTIVE COMPENSATION PROGRAM

2019 Compensation Program Reviews

The Compensation Committee conducted a comprehensive review of our current incentive programs (both the annual incentive plan and the LTI program), which led to changes in the timing of the executive review process, as well as program design changes. The Compensation Committee historically granted LTI awards to our executives in December and did so in December 2018. During 2019, the Compensation Committee decided to change the timing of annual equity grants to our executives and to move the grant dates to the beginning of each calendar year. This change allows the Compensation Committee to consider full prior-year results in making pay decisions and aligns the timing of executive performance review practices and grant timing with that ofnon-executive employees. As a result of this change in timing, our named executive officers (other than Ms. Aleman and Mr. Pratt) were not granted annual LTI awards in 2019. Ms. Aleman received an annual LTI award for 2019 in February 2019, along with our othernon-executive employees, and was granted additional awards in connection with her promotion in October 2019. Mr. Pratt was granted LTI awards in connection with his hire in September 2019. The timing of the approval for annual base salary increases was also changed from the December Compensation Committee to the February Compensation Committee meeting to consider full prior-year results in making pay decisions and to align withnon-executive performance review practices of the Company.

In 2019, the Compensation Committee examined our current program design against peer companies and the broader market, focusing on the alignment of these programs to our business strategy and long-term value creation. The objectives of this review were primarily to:

Changes to the annual incentive program include changing a key performance metric fromnon-GAAP EPS tonon-GAAP net income, adjusting the weighting of each performance metric, modifying the threshold and maximum performance levels as a percentage of target payout, and adding an individual modifier to distinguish an individual’s contribution to the overall results. Changes to the LTI program include increasing the weighting of PSUs from 30% to 50% of the overall LTI award value and adding a three-yearnon-GAAP constant-currency revenue growth metric to PSU grants in addition to the existing relative TSR metric. Stock options will continue to be utilized; however, they will now represent 50% of the overall LTI award value, which has been reduced from our previous weighting of 70%. For purposes of this Compensation Discussion and Analysis, the value and weighting of LTI awards is determined based on the grant date fair value of the awards, assuming target performance for PSUs.

We believe our updated incentive programs, which are effective for 2020, align with our business strategy and support our key priorities of growth and innovation, and that the combination of the revised annual incentive program and LTI program will keep the Company focused on short-term goals, while driving us to deliver

sustained, long-term value creation to our stockholders. Please see the detailed description of the changes made to each incentive program in the respective sections below.

Pay Mix

Consistent with our performance-based compensation philosophy, variable, performance-based compensation comprises a substantial portion of the target total direct compensation (base salary, target annual incentive award and grant date value of the long-termLTI equity incentive awards)awards (assuming target performance for PSUs)) for our named executive officers, (“NEOs”). As noted above, there were no annual LTI grants made in 2019 due to the change in timing of the executive review process, except for those granted to Ms. Aleman, including in connection with her transition fromnon-executive to executive officer as a result of her promotion, and Mr. Pratt’s new hire awards. For this reason, we have included 2019 annualized base salary, 2019 annualized target annual incentive awards and February 2020 annual LTI awards in the pay mix calculations inillustrated by the charts below in order to present what we believe to fairly represent what target total directbelow. In 2022, performance-based and/or at-risk compensation would have been absent this change in timing and without including transitional and new hire awards. We have also excluded Mr. Beaudouin from these calculations, as he was not serving as an executive officer at the end of 2019 and his former role is represented by Ms. Aleman’s compensation amount. Our 2019 performance-based compensation (annual(target annual incentive award and grant date value of long-term equity incentives as applicable and adjusted as described above)(assuming target performance for PSUs)) represented approximately 87%88% of the target total direct compensation for Mr. O’ConnellDr. Batra and approximately 77%78% of the target total direct compensation for all other named executive officers as a group, excluding Mr. Beaudouin. The pay mix for Mr. O’Connell and all other named executive officers is relatively consistent with the Company’s industry peer group described below.group.

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