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		Michael J. Dubose Age: 65 Director since: 2020 Mr. Dubose has served as President of the Fisher Healthcare Division of Thermo Fisher Scientific Inc. since March 2019. Thermo Fisher Scientific engages in the provision of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery, and diagnostics. Mr. Dubose previously served as Vice President of National Accounts and Cross Border Business Globally for W.W. Grainger, Inc. from 2010 to March 2019. W. W. Grainger is a leading broad line supplier of maintenance, repair and operating (MRO) products, with operations primarily in North America, Japan and Europe. Prior to this position, he served as a Regional Vice President of Staples, Inc. from 2008 to 2010. Prior to 2008, Mr. Dubose held senior management positions with Corporate Express Inc., Alliant Foodservice Inc. and Baxter International Inc.
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		David A. Dunbar Age: 5759 Director since: 2017 Mr. Dunbar has served as President, Chief Executive Officer and a member of the Board of Directors of Standex International Corporation since January 2014, and as Chairperson since October 2016. Standex is a global, multi-industry manufacturer incomprised of five broad business segments: Food Service Equipment Group,segments of Electronics, Engraving, Scientific, Engineering Technologies Group, Engraving Group, Electronics Group, and Hydraulics Group.Specialty Solutions. Mr. Dunbar previously served as President of the valves and controls global business unit of Pentair, Inc. from October 2009 to December 2013. The unit was initially owned by Tyco Flow Control, and Tyco Flow Control and Pentair merged in 2012. Pentair is a global provider of products and services relating to energy, water, thermal management and equipment protection. Prior to his tenure at Pentair, Mr. Dunbar held a number of senior positions at Emerson Electric Co., including President of each of the following: Emerson Process Management Europe; Machinery Health Management; and Emerson Climate Technologies Refrigeration. Skills and Qualifications.    Mr. Dunbar's skills and qualifications to serve on our Board include his decades of executive experience with global manufacturing companies and diverse experience at various operational levels, which provides him with a broad management perspective.
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		Louise K. Goeser Age: 6567 Director since: 2018 Ms. Goeser served as President and Chief Executive Officer of Grupo Siemens S.A. de C.V. from March 2009 until her retirement in May 2018. In this position, Ms. Goeser was responsible for Siemens Mesoamérica, which is the Mexican, Central American and Caribbean unit of multinational Siemens AG, a global engineering company operating in the industrial, energy and healthcare sectors. Ms. Goeser previously served as President and Chief Executive Officer of Ford of Mexico from January 2005 to November 2008. Prior to this position, she served as Vice President, Global Quality for Ford Motor Company from 1999 to 2005. Prior to 1999, Ms. Goeser served as General Manager, Refrigeration and Vice President, Corporate Quality at Whirlpool Corporation and held various leadership positions with Westinghouse Electric Corporation. Ms. Goeser has served as a member of the Board of Directors of MSC Industrial Direct Co., Inc. since December 2009. MSC is a North American distributor of metal working and maintenance, repair, and operations products and services. Ms. Goeser previously served as a member of the boards of directors of Talen Energy from June 2015 to December 2016, PPL Corporation from March 2003 to June 2015, and Witco Corporation from 1997 to 1999. Skills and Qualifications.    Ms. Goeser's skills and qualifications to serve on our Board include her extensive operational and management experience with international manufacturing companies, her knowledge of the markets in Latin America, and her public company board experience.
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		Jes Munk Hansen Age: 5153 Director since: 2017 Mr. Hansen joined Terma A/S in April 2019 and is expected to becomehas served as the President and Chief Executive Officer of Terma onsince June 1, 2019. Terma develops and manufactures mission-critical products and solutions for the aerospace, defense and security sectors. Prior to Terma, Mr. Hansen served as Chief Executive Officer of OSRAM USA and Head of Global Sales for OSRAM GmbH from July 2018 to January 2019. OSRAM is a global lighting manufacturer with a portfolio ranging from high-tech applications based on semiconductor technology to smart and connected lighting solutions in buildings and cities. Mr. Hansen previously served as Chief Executive Officer of LEDVANCE GmbH from July 2015 to December 2017. LEDVANCE is the general lighting lamps business unit of OSRAM GmbH. Prior to his tenure at LEDVANCE, Mr. Hansen served as Chief Executive Officer of the classical lamps and ballast business unit of OSRAM from January 2015 to July 2015 and as Chief Executive Officer of OSRAM Americas and President of OSRAM Sylvania from October 2013 to January 2015. Prior to his tenure at OSRAM, Mr. Hansen served in several senior management roles with Grundfos from 2000 to October 2013, including as Chief Executive Officer and President of Grundfos North America from 2007 to October 2013. Grundfos is a leading global manufacturer of pumps as well as motors and electronics for monitoring and controlling pumps. Skills and Qualifications.    Mr. Hansen's skills and qualifications to serve on our Board include his extensive operational and management experience as a chief executive officer of an international manufacturing company and his extensive international experience.
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		W. Craig Kissel Age: 6870 Director since: 2011 Mr. Kissel ishas served as the Chairperson of our Board of Directors.Directors since October 2014. Mr. Kissel previously was employed by American Standard Companies Inc. from 1980 until his retirement in September 2008. American Standard was a leading global supplier of air conditioning and heating systems, vehicle control systems and bathroom china and faucet-ware. During his time at American Standard, Mr. Kissel served as President of Trane Commercial Systems from 2004 to 2008, President of WABCO Vehicle Control Systems from 1998 to 2003, President of the Trane North American Unitary Products Group from 1994 to 1997, Vice President of Marketing of the Trane North American Unitary Products Group from 1992 to 1994 and held various other management positions at Trane from 1980 to 1991. From 2001 to 2008, Mr. Kissel served as Chairman of American Standard's Corporate Ethics and Integrity Council, which was responsible for developing the company's ethical business standards. Mr. Kissel also served in the U.S. Navy from 1973 to 1978. Mr. Kissel served as a director of Chicago Bridge & Iron Company from May 2009 until its merger with McDermott International, Inc. in May 2018 and then Mr. Kissel has served as a member of the board of directors of McDermott International since the merger.until June 2020. McDermott International is a global provider of technology, engineering and construction solutions for the energy industry. Skills and Qualifications.    Mr. Kissel's skills and qualifications to serve on our Board include his experience managing manufacturing businesses, his familiarity with commercial and residential construction markets, international experience, product management and distribution experience, public company board experience, and his experience developing ethical business standards at American Standard.
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		Joseph T. Noonan Age: 3739 Director since: 2013 Mr. Noonan is currently an active entrepreneur, investorserved as Founder and start-up advisor.Chief Executive Officer of Linger Home, Inc., a direct-to-consumer home textile brand, from August 2018 to January 2020. From November 2013 to January 2018, Mr. Noonan served as Chief Executive Officer of Homespun Design, Inc., an online marketplace for American-made furniture and home accents. Mr. Noonan previously worked as an independent digital strategy consultant from November 2012 to November 2013. Mr. Noonan was employed by Wayfair LLC from April 2008 to November 2012. During his time at Wayfair, Mr. Noonan served as Senior Director of Wayfair International from June 2011 to November 2012, Director of Category Management and Merchandising from February 2009 to June 2011 and Manager of Wayfair's Business-to-Business Division from April 2008 to February 2009. Wayfair is an online retailer of home furnishings, décor and home improvement products. Prior to joining Wayfair, Mr. Noonan worked as a venture capitalist at Polaris Partners and as an investment banker at Cowen & Company. Skills and Qualifications.    Mr. Noonan's skills and qualifications to serve on our Board include his extensive background in e-commerce, acquisition and business integration experience, and his unique perspective as a member of the Horne family.
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		Robert J. Pagano, Jr. Age: 5658 Director since: 2014 Mr. Pagano has served as Chief Executive Officer and President of our Company since May 2014. He also served as interim Chief Financial Officer from October 2014 to April 2015 and from April 2018 to July 2018. Mr. Pagano previously served as Senior Vice President of ITT Corporation and President, ITT Industrial Process from April 2009 to May 2014. Mr. Pagano originally joined ITT in 1997 and served in several additional management roles during his career at ITT, including as Vice President Finance, Corporate Controller, and President of Industrial Products. ITT Corporation is a diversified manufacturer of highly engineered critical components and customized technology solutions for the energy, transportation and industrial markets. Prior to joining ITT, Mr. Pagano worked at KPMG LLP. Mr. Pagano is a Certified Public Accountant. Mr. Pagano has also served as a member of the Board of Directors of Applied Industrial Technologies, Inc. since August 2017. Applied Industrial Technologies is a distributor of bearings, power transmission products, fluid power components and other industrial supplies and provides engineering, design and systems integration for industrial and fluid power applications, as well as customized mechanical, fabricated rubber and fluid power shop services. Skills and Qualifications.    Mr. Pagano's skills and qualifications to serve on our Board include his extensive experience as an operating executive with an international manufacturing company and his depth of knowledge about our Company and our industry.
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		Merilee Raines Age: 6365 Director since: 2011 Ms. Raines served as Chief Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her retirement in May 2013. Ms. Raines also served as Executive Vice President of IDEXX from July 2012 until her retirement in May 2013. Prior to becoming Chief Financial Officer, Ms. Raines held several management positions with IDEXX, including Corporate Vice President of Finance, Vice President and Treasurer of Finance, Director of Finance, and Controller. IDEXX Laboratories develops, manufactures and distributes diagnostic and information technology basedtechnology-based products and services for companion animal,animals, livestock, poultry, water quality and food safety, and human point-of-care diagnostics. Ms. Raines served as a member of the Board of Directors of Affymetrix, Inc., a provider of life science and molecular diagnostic products that enable analysis of biological systems at the gene, protein and cell level, from January 2015 until it was acquired in March 2016. Ms. Raines isalso served as a member of the Board of Directors of Aratana Therapeutics, Inc., a pet therapeutics company focused on licensing, developing and commercializing biopharmaceutical products for companion animals.animals, from February 2014 until it was acquired in July 2019. Ms. Raines also serveshas served as a member of the Board of Directors of Benchmark Electronics, Inc., a worldwide provider of engineering services, integrated technology solutions and electronic manufacturing services. Skillsservices, since May 2018. Ms. Raines has also served as a member of the Board of Directors of TransMedics Group, Inc., a medical technology company providing novel systems for the preservation and Qualifications.    Ms. Raines' skills and qualificationstransport of organs to serve on our Board include her extensive financial and accounting experience with a similarly sized international manufacturing company and her public company board experience.be used for transplant, since January 2021.
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		Joseph W. Reitmeier Age: 5456 Director since: 2016 Mr. Reitmeier has served as Executive Vice President & Chief Financial Officer of Lennox International Inc. since July 2012. Mr. Reitmeier served as Vice President of Finance for the LII Commercial business segment of Lennox International from 2007 to July 2012 and as Director of Internal Audit from 2005 to 2007. Lennox International is a leading global provider of climate control solutions, and it designs, manufactures and markets a broad range of products for the heating, ventilation, air conditioning and refrigeration markets. Before joining Lennox International, Mr. Reitmeier held financial leadership roles at Cummins Inc. and PolyOne Corporation. Skills and Qualifications.    Mr. Reitmeier's skills and qualifications to serve on our Board include his extensive financial and accounting experience with a large international manufacturing company.
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Director Compensation

        Our non-employee directors are compensated for their service as directors. During 2018,2020, our Chief Executive Officer, Robert J. Pagano, Jr., was the only member of our Board of Directors who was an employee of Watts, and he did not receive any additional compensation for his service as a director. Our current compensation arrangements for non-employee directors were set effective as of the first quarter of 2019, informed by a comprehensive competitive analysis of non-employee director compensation performed for the Compensation Committee by its independent compensation consultant, Pearl Meyer & Partners, LLC. This review included a consideration of non-employee director compensation practices among a peer group of companies identical to the peer group roster we use when benchmarking executive pay practices. As a resultpractices, and the current compensation arrangements are intended to position our non-employee director compensation program at approximately the median of its review of Pearl Meyer's analysis, in November 2018 the Board approved an increase in the annual cash retainer for non-employee directors from $70,000 to $75,000, an increase in the additional annual retainer for the Chairperson of the Board from $60,000 to $90,000 and an increase in the value of the annual grant of Class A common stock to non-employee directors from $100,000 to $110,000.our peer group. Set forth below is a summary of all of the current compensation arrangements for our non-employee directors.

        We also reimburse non-employee directors for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings and for fees and reasonable out-of-pocket expenses for their attendance at director education seminars and programs they attend in connection with their Board service.meetings. Non-employee directors do not receive any additional compensation for attendance at Board or committee meetings.

        During 2020, we proactively took aggressive cost reduction actions starting late in the first quarter of 2020 to address the anticipated impact of the COVID-19 pandemic on our business. As part of our cost reduction actions, the Board approved a voluntary 25% reduction in the amount of the cash retainer for non-employee directors, including the additional retainers paid to the chairperson of the board and committee chairpersons, effective from the 2020 Annual Meeting until the 2021 Annual Meeting. Accordingly, the actual amounts paid to our Board members in 2020 were less than the amounts indicated above.

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        Our Board typically approves grants of stock awards to non-employee directors at its first quarterly meeting following the election of directors at our Annual Meeting of Stockholders. On July 27, 2020, we granted 1,359 shares of class A common stock to each of Messrs. Conway, Dunbar, Hansen, Kissel, Noonan and Reitmeier and Mses. Goeser and Raines. Such awards arewere not subject to vesting or any other conditions or restrictions. Under our 2004 Stock Incentive Plan, the maximum aggregate number of shares of class A common stock with respect to one or more awards that may be granted to a non-employee director during any one calendar year is 100,000. In 2018, we continuedFor the July 27, 2020 grants, our practice of determiningBoard determined the number of shares to be awarded to our non-employee directors using a twelve-monththree-month trailing average stock price, which resulted in a grant date fair value that iswas slightly more than the target value of the annual stock grant to non-employee directors, which atdirectors. This represented a change from the timeBoard's practice in prior years of the grant was $100,000. However, in February 2019, the Board decided that beginning in 2020 the Board would change its practice for determiningusing a twelve-month trailing average stock price to determine the number of shares to be awardedawarded. In February 2019, the Compensation Committee reevaluated its practice of using a twelve-month trailing average stock price to non-employee directors by usingdetermine the number of shares underlying equity awards granted to employees and directors. This review included a consideration of current industry practices and advice and guidance from Pearl Meyer. Based on this review, the Compensation Committee decided that beginning in 2020 it would use a three-month trailing average stock price. On July 30, 2018, we granted 1,356price to determine the number of shares of class A common stockunderlying equity awards to each of Messrs. Conway, Dunbar, Hansen, Kissel, Noonan and Reitmeier and Mses. Goeser and Raines.non-employee directors. Non-employee directors who are first elected to our Board during the yearother than at an annual meeting of stockholders receive a pro-ratedan award of shares forprorated based on the number of quarterly meetings remaining portionbetween their election and the expected date of the then-current Board term. Ms. Goeserour next annual meeting of stockholders. Mr. Dubose was elected to the Board on March 12, 2018December 8, 2020 and received an award of 372525 shares of class A common stock, which represented one-quarterone-half of the value of the annual grant of stock awarded to non-employee Board members for the 2017-2018 term.

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        We have instituted a program under which our non-employee directors may defer receipt of their annual grant of shares of class A common stock. If any dividends are paid on our class A common stock during the period in which the stock is deferred, the non-employee director accrues dividends in the amount he or she would have received if the shares had been issued and held by the director at the time the dividend was paid. The accrued dividends will be distributed, without interest, in cash at the end of the deferral period chosen by such director when the stock is issued to the director. Messrs. Conway and Reitmeier and Ms.Mses. Goeser and Raines elected to defer receipt of their 20182020 stock awards.

        Our non-employee directors are subject to stock ownership guidelines. These guidelines stipulate that each non-employee director should own shares of our class A common stock with a market value of at least three times the amount of the annual cash retainer payable to non-employee directors, which market value was $210,000$225,000 for 2018.2020. It is expected that this ownership level will generally be achieved within a three-year period beginning when a director is first elected to the Board. For purposes of determining a director's compliance with these ownership guidelines, any deferred shares are considered held by the director. The Compensation Committee reviews each non-employee director's compliance with these guidelines on an annual basis. Compliance is typically measured based on stock ownership as of the last day of the second quarter. At the end of the second quarter of 2018,2020, all of our non-employee directors who had been members of our Board for three or more years were in compliance with our stock ownership guidelines.

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        The following table contains information on compensation for the non-employee members of our Board of Directors during the fiscal year ended December 31, 2018.2020.

20182020 DIRECTOR COMPENSATION

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Our Commitment to Good Corporate Governance

        We believe that good corporate governance and an environment of the highest ethical standards are important for us to achieve business success and to create value for our stockholders. Our Board is committed to high governance standards and continually works to improve them. We periodically review our corporate governance policies and practices and compare them to those suggested by various authorities on corporate governance and employed by other public companies. We also review guidance and interpretations provided from time to time by the SEC and the NYSE and consider changes to our corporate governance policies and practices in light of such guidance and interpretations.

Role of Our Board of Directors

        Our Board monitors overall corporate performance and the integrity of our financial controls and legal compliance procedures. It appoints executive officers and oversees succession planning and our executive officers' performance and compensation. Our Board oversees the development of fundamental operating, financial and other corporate plans, strategies and objectives, and conducts a year-long process which culminates in Board review and approval each year of a business plan, a capital expenditures budget and other key financial and business objectives.

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        Members of our Board keep informed about our business through discussions with our Chief Executive Officer and other members of our senior management team, by reviewing materials provided to them on a regular basis and in preparation for Board and committee meetings and by participating in meetings of the Board and its committees. We regularly review key portions of our business with the Board, and we introduce our executives to the Board so that the Board can become familiar with our key employees. In addition, we hold periodic strategy sessions between members of senior management and the Board, during which members of the senior management team provide in-depth reviews of various aspects of our business operations and discuss our strategy with respect to such operations.

        In 2018,2020, our Board met sixeight times and each incumbent director who was a member of our Board during 20182020 attended at least 75% of the total number of meetings of the Board and all committees of the Board on which the director served.

The Role of our Board in Risk Oversight

        The Board's role in our risk oversight process includes receiving regular reports from members of senior management on areas of material risk to us, including operational, financial, legal, regulatory, strategic and reputational risks.risks, and, with respect to 2020 and 2021, risks presented by the COVID-19 pandemic. The full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives these reports from senior management to enable it to understand our risk identification and assessment, risk management and risk mitigation processes and strategies. When a committee receives a report on a particular risk, the chairperson of the relevant committee reports on the committee's discussion of such risk to the Board during the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role. As part of its charter, the Audit Committee discusses the guidelines and policies that govern the process by which our exposure to risk is assessed and managed by management. The Board does not believe that its role in the oversight of our risks affects the Board's leadership structure.

Management Succession Planning

        Our Board believes that one of its primary responsibilities is to oversee the development and retention of executive talent and to ensure that an appropriate succession plan is in place for our

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Chief Executive Officer and other members of senior management. Each year, the Board meets with our Chief Human Resources Officer and Chief Executive Officer to conduct a comprehensive review of management succession planning and to address potential vacancies in senior leadership, including succession planning for our Chief Executive Officer. In addition, each quarter the Board focuses on a particular business unit and/or function and conducts a comprehensive review of that business unit or function, including management succession planning and potential leadership vacancies within such business unit or function.

        Our Board has also adopted an emergency succession process framework in the event of a sudden or unanticipated absence of our Chief Executive Officer. Under this framework, the Board periodically assesses and updates a prioritized list of emergency interim chief executive officer candidates and the framework outlines other high-level planning, notification and other actions with respect to the temporary or permanent absence of our Chief Executive Officer.

ESG Governance

        We have worked, and are continuing to work, to promote a sustainable future through responsible environmental, social and governance (ESG) business practices.

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Our Board has oversight responsibility for our ESG efforts and monitors are progress in meeting our ESG goals. In addition to general Board oversight, our Nominating and Corporate

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Governance Committee is primarily responsible for oversight of governance matters, the Compensation Committee is responsible for oversight of human capital issues and the Audit Committee is responsible for oversight of our corporate ethics and compliance program.

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Our commitment to addressing business-related sustainability while delivering stockholder value is best illustrated by our actions, progress and the associated recognition we have received. In 2020, we published our 4^th annual sustainability report and for the second consecutive year we were recognized as one of America's "Most Responsible Companies" by Newsweek Magazine.



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We have incorporated ESG metrics in the individual performance goals for our executive officers and our senior business leaders.

Board Leadership Structure

        We separate the roles of Chief Executive Officer and Chairperson of the Board in recognition of the differences between the two roles. Our Chief Executive Officer is responsible for our operational management, providing day-to-day leadership and managing our performance. The Chairperson of the Board provides guidance to our Chief Executive Officer, works with our Chief Executive Officer to set the agenda for Board meetings and presides over meetings of the Board, including executive sessions of the non-management and independent directors.

Performance of Our Board and Committees

        Our Board considers it important to continually evaluate and improve its effectiveness and that of its committees. Our Board and each of its standing committees conduct annual self-evaluations. The Nominating and Corporate Governance Committee oversees our Board's self-evaluation process. The results of each committee's annual self-evaluation are reported to the Board.

Business Ethics and Compliance

        We have adopted a Code of Business Conduct applicable to all officers, employees and Board members worldwide. The Code of Business Conduct is posted in the "Investors" section of our website athttps://www.watts.cominvestors.wattswater.com. AnyIn addition, we intend to post on our website all disclosures that are required by law or the NYSE listing rules concerning any amendments to, or waivers from, any provision of theour Code of Business Conduct which apply to our Chief Executive Officer, Chief Financial Officer, Corporate Controller or any person performing similar functions will be disclosed on our website within four business days of the date of such amendment or waiver.

Director Independence

        As of March 1, 2019,February 26, 2021, members of the Horne family beneficially owned 6,229,2906,024,290 shares of our class B common stock that are subject to The George B. Horne Voting Trust Agreement—1997. These shares represented approximately 68.8%67.8% of our total outstanding voting power. As trustee of The George B. Horne Voting Trust Agreement—1997, Timothy P. Horne has sole power to vote all of the shares subject to the trust and effectively exercises control over voting power for the election of our directors. As a result, we are a "controlled company" under NYSE rules. As a controlled company, under NYSE rules, we are not required to have a majority of independent directors or compensation or governance committees consisting solely of independent directors. However, we strive to achieve the highest standards of corporate governance, including with respect to director independence, despite our status as a controlled company. Accordingly, we have chosen not to take advantage of the controlled company exemption under NYSE rules and are committed to having a Board with at least a majority of independent directors.

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        Under our Corporate Governance Guidelines, we require that at least a majority of the members of our Board meet the independence requirements of the NYSE. Under NYSE rules, a director qualifies as "independent" if the Board affirmatively determines that the director has no material relationship with the company of which he or she serves as a director. The Board is required to consider broadly all relevant facts and circumstances in making an independence determination. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. The Nominating and Corporate Governance Committee annually evaluates the independence of each non-employee director nominee and makes recommendations to the Board. In making its recommendations, the Nominating and Corporate Governance Committee applies NYSE rules to determine a director's independence and evaluates any other business, legal, accounting or family relationships between all non-employee director nominees and us.

        The Nominating and Corporate Governance Committee and our Board reviewed all relationships between us and each non-employee director nominee to determine compliance with the NYSE independence rules and our Corporate Governance Guidelines, and to evaluate whether there are any other facts or circumstances that might impair the director's independence. Based on the results of this review and the recommendations of the Nominating and Corporate Governance Committee, the Board determined that seveneight of our nineten current directors (Messrs. Conway, Dubose, Dunbar, Hansen, Kissel and Reitmeier and Mses. Goeser and Raines) are independent under NYSE rules and that the composition of our Board therefore complies with our Corporate Governance Guidelines. With respect to Mr. Noonan the Board determined that he is a non-management director under NYSE rules, but not independent under NYSE rules because he is the son-in-law of Timothy P. Horne, our controlling stockholder. Mr. Pagano was deemed not to be independent since he serves as our Chief Executive Officer.

Horne Family Board Participation

        As described above, as of March 1, 2019February 26, 2021, Timothy P. Horne controlled approximately 68.8%67.8% of the voting power of our stock in his capacity as trustee of The George B. Horne Voting Trust Agreement—1997. In addition, Mr. Horne has sole power to vote 50,000 shares of our Class B common stock that are held in a revocable trust of which he is the sole trustee and sole beneficiary, giving Mr. Horne control of a total of approximately 68.4% of the voting power of our stock. Mr. Horne served as a member of our Board of Directors until our 2010 Annual Meeting, when he retired from the Board in compliance with the age limitation for Board members contained in our Corporate Governance Guidelines. Since his retirement from the Board, Mr. Horne has served as a director emeritus and has selectively participated in certain Board discussions at the invitation of our Board. Pursuant to our by-laws, Mr. Horne was reappointed as a director emeritus by our Board of Directors in February 20192021 to serve a one-year term beginning on the date of our 20192021 Annual Meeting and ending on the date of our 20202022 Annual Meeting. As a director emeritus, Mr. Horne may be invited by our Board to attend Board or committee meetings, but he does not have the right to vote and he is not considered to be a member of the Board for any purpose (including quorum). Mr. Horne has an agreement with us, which provides Mr. Horne with the use of an office at our corporate headquarters and administrative support. The agreement also provides that Mr. Horne will make himself reasonably available to provide services to us at the request of our management as long as he is physically able to do so. Mr. Horne's obligation to provide services to us will cease upon a change in control of our Company.

        In May 2013, Mr. Horne's son-in-law, Joseph T. Noonan, was elected as a member of our Board. We believe that it is strategically important for a Horne family member to be actively engaged in the oversight of our Company, including by serving on our Board of Directors. Through Mr. Noonan's participation on the Board, the Horne family's long-term perspective is considered in all Board decisions. Having a Horne family member on the Board serves as an effective link between the Board and the controlling Horne family stockholders. Board service also provides the controlling Horne family stockholders with an active means by which to oversee their investment.

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Corporate Governance Guidelines

        Our Board has adopted Corporate Governance Guidelines that govern the structure and functioning of the Board and set out the Board's policies on governance issues. The Corporate Governance Guidelines are posted in the "Investors" section of our website athttps://www.watts.com.investors.wattswater.com.

Executive Sessions

        In accordance with our Corporate Governance Guidelines, our non-management directors meet in executive session at least quarterly. The Chairperson of the Board or, in his or her absence, a director chosen by the non-management directors in attendance, presides at such meetings.

Communications with the Board

        Our Board welcomes the submission of any comments or concerns from stockholders and any interested parties. Communications should be in writing and addressed to our corporateCorporate Secretary at our principal executive offices and marked to the attention of the Board or any of its committees, individual directors or non-management or independent directors as a group. All correspondence will be forwarded to the intended recipient(s).

Annual Meeting Attendance

        Directors are encouraged to attend our annual meetings of stockholders. Nine ofAll our directors attended the 20182020 Annual Meeting either in person or by telephone conference call.

Committees of the Board

        Our Board currently has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee is composed solely of directors determined by the Board to be independent under the applicable NYSE rules. The Board has adopted a written charter for each standing committee. You may find copies of the charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee in the "Investors" section of our website athttps://www.watts.cominvestors.wattswater.com. The Board also appoints from time to time ad hoc committees to address specific matters.

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        The Compensation Committee holds one regularly scheduled meeting each quarter and schedules additional meetings as often as necessary in order to perform its duties and responsibilities. During 2018,2020, the Compensation Committee held sixfive meetings. The Chairperson of the Compensation Committee works with management to establish the agenda for each meeting. Compensation Committee members receive and review materials in advance of each meeting. These materials include information that management believes will be helpful to the Compensation Committee as well as materials that members of the Compensation Committee request. The Compensation Committee may establish and delegate authority to one or more subcommittees consisting of one or more of its members when the Compensation Committee deems it appropriate to do so in order to carry out its responsibilities.

        The Compensation Committee is authorized under its charter to retain consultants to assist it in the evaluation of executive compensation and to approve the fees and other retention terms for its consultants. The Compensation Committee has retained Pearl Meyer & Partners, LLC as a compensation consultant to review our compensation programs and provide advice to the Compensation Committee with respect to executive compensation. Pearl Meyer does not provide any other services to us. The Compensation Committee has assessed the independence of Pearl Meyer and whether its work raised any conflict of interest, taking into consideration the independence factors set forth in the NYSE listing standards and SEC rules. Based on that assessment, the Compensation Committee believes that Pearl Meyer is independent and that its work does not raise any conflicts of interest. As appropriate, the Compensation Committee also looks to our human resources department to support the Compensation Committee in its work and to provide necessary information. In addition, the Compensation Committee also considers the recommendations of our Chief Executive Officer when approving the compensation of our executive officers other than the Chief Executive Officer.

        In May 2018,2020, the Compensation Committee conducted a review and assessment of risk as it relates to our compensation policies and practices and determined that our compensation policies and practices do not encourage excessive or inappropriate risk taking and are not reasonably likely to have a material adverse effect on our business.

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Director Candidates

        The Nominating and Corporate Governance Committee will consider for nomination to the Board candidates recommended by stockholders. Recommendations should be sent to our corporateCorporate Secretary at our principal executive offices and marked to the attention of the Nominating and Corporate Governance Committee. Recommendations must be in writing and must contain the information set forth in Section IV.C of the Nominating and Corporate Governance Committee charter, which is available in the Investors section of our website athttps://www.watts.cominvestors.wattswater.com, or on written request to our corporateCorporate Secretary at our principal executive offices.

        In addition to considering candidates suggested by stockholders, the Nominating and Corporate Governance Committee may consider potential candidates suggested by current directors, Company officers, employees, third-party search firms and others. The Nominating and Corporate Governance Committee screens all potential candidates in the same manner regardless of the source of the recommendation. The Nominating and Corporate Governance Committee's review is typically based on any written materials provided with respect to the potential candidate. The Nominating and Corporate Governance Committee determines whether the candidate meets our minimum qualifications and possesses specific qualities and skills for directors and whether requesting additional information or an initial screening interview is appropriate.

        Stockholders also have the right under our by-laws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board, by following the procedures described later in this proxy statement under "Stockholder Proposals".Proposals."

        In October 2020, a third-party search firm introduced the Board to Michael J. Dubose. After an extensive screening and interview process, the Board appointed Mr. Dubose to the Board on December 8, 2020. Mr. Dubose is standing for election by our stockholders as a member of our Board of Directors for the first time at the 2021 Annual Meeting.

Criteria and Diversity

        We believe that our Board should be composed of directors who, as a group, have the experience, qualifications, attributes and skills that are collectively required to make informed Board decisions and provide effective Board oversight. The composite skills of the Board members and the ability and willingness of individual Board members to complement each other and to rely on each other's knowledge and expertise should produce informed Board members who are not afraid to disagree and who can intelligently assess management's performance and evaluate our strategic direction. In considering whether to recommend any candidate for nomination to the Board, including candidates recommended by stockholders, the Nominating and Corporate Governance Committee must be satisfied that the recommended nominee has, at a minimum:

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the highest personal and professional integrity;



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sound business and strategic judgment;



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the ability to devote sufficient time and energy to the Board; and



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the ability and will to challenge management while refraining from assuming management's role.

The Nominating and Corporate Governance Committee also considers experience in our industry or markets, international business experience, experience serving on the boards of public companies, experience acquiring companies and diversity of background and experience to be favorable characteristics in evaluating recommended nominees.        In addition, the nominee must not serve on more than two public company boards in addition to our Board.

        The following table identifies the primary experience, qualifications, attributes and skills possessed by our directors, which our Board believes are relevant to our business, industry or

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strategy. Our Corporate Governance GuidelinesBoard reviewed and evaluated these experiences, qualifications, attributes and skills in nominating our Nominatingcurrent directors for reelection and Corporate Governance Committee charter specifyeach contributed to the conclusion that each director should serve as a member of our Board. The table does not encompass all the experience, qualifications, attributes or skills of our directors, and the fact that a particular experience, qualification, attribute or skill is not listed does not mean that a director does not possess it. In addition, the absence of a particular experience, qualification, attribute or skill does not mean that the Nominatingdirector in questions is unable to contribute to the decision-making process in that area. The type and Corporate Governance Committeedegree of experience, qualification, attribute and skill listed below may vary among members of the Board.

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        Our Board understandalso understands the importance of diversity among members of the Board to our long-term success. Diversity encompasses a wide range of individual characteristics and experiences, including such

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things as gender, age, race, sexual orientation, national origin, religion, political affiliation, marital status, disability, and geographic background. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. The Nominating and

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Corporate Governance Committee believes that the backgrounds and qualifications of the members of the Board, considered as a group, should provide an appropriate mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Our Board has recently prioritized increasing gender and racial diversity among our Board members and has adopted the practice that the search criteria for all Board member search processes include a requirement that the Board's search firm identify and present to our Board a substantial number of qualified women and minority candidates for the Board's consideration. Our Board's gender and racial diversity characteristics are set forth below:

Compensation Committee Interlocks and Insider Participation

        During 2018, Robert L. Ayers,2020, Christopher L. Conway, Louise K. Goeser and Jes Munk Hansen served as members of the Compensation Committee of our Board of Directors. None of the directors who served as members of the Compensation Committee during 20182020 is or has ever been an officer or employee of our Company.

        None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

Restrictions on Hedging, Pledging and Other Transactions

        We prohibit all hedging transactions and short sales involving our securities by all employees, officers and directors under our Insider Trading Compliance Policy. We also prohibit all employees, officers and directors from purchasing our securities on margin or holding any of our securities in margin accounts. In addition, no employee, officer or director may pledge any of our securities as collateral for a loan. Finally, all employees, officers and directors are prohibited from engaging in transactions in puts, calls or other derivative securities involving our securities.

Policies and Procedures for Related Person Transactions

        Our Board has adopted a written Related Person Transaction Policy, which requires the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a "related person," has a direct or indirect material interest.

        If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a "related person transaction," the related person must report the proposed related person transaction to our General Counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Board's Nominating and Corporate Governance Committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairperson of the committee to review and, if deemed appropriate, approve proposed

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related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

        A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Nominating and Corporate Governance Committee after full disclosure of the

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related person's interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

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the related person's interest in the related person transaction, regardless of the amount of any profit or loss;



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the approximate dollar value involved in the related person transaction;



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whether the transaction was undertaken in the ordinary course of our business;



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whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;



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the purpose of, and the potential benefits to us of, the transaction; and



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any other material information regarding the related person transaction or the related person.

        The Nominating and Corporate Governance Committee may approve or ratify the transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The Nominating and Corporate Governance Committee may impose any conditions on the related person transaction that it deems appropriate.

        In addition to the transactions that are excluded by the instructions to the SEC's related person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

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interests arising solely from the related person's position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $1 million or 2% of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2% of the annual consolidated gross revenues of our Company; and



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a transaction that is specifically contemplated by provisions of our charter or by-laws.

        The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

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        The following table sets forth information regarding the beneficial ownership of our class A and class B common stock by:

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each person or entity known by us to own beneficially more than 5% of either class of our common stock;



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each of our directors and director nominees;



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each of the executive officers named in the Summary Compensation Table; and



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all of our current directors and executive officers as a group.

        Unless otherwise indicated in the footnotes, the information in the following table is provided as of March 1, 2019.February 26, 2021. In accordance with SEC rules, we have included in the number of shares beneficially owned by each stockholder all shares over which such stockholder has sole or shared voting or investment power, and we have included all shares that the stockholder has the right to acquire within 60 days after March 1, 2019February 26, 2021 through the exercise of stock options, the vesting of deferred stock awards or any other right. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to shares beneficially owned by that stockholder. For purposes of determining the equity and voting percentages for each stockholder, any shares that such stockholder has the right to acquire within 60 days after March 1, 2019February 26, 2021 are deemed to be outstanding, but are not deemed to be outstanding for the purpose of determining the beneficial ownership percentages for any other stockholder.

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Overview

        The following Compensation Discussion and Analysis describes the material elements of our fiscal year 20182020 compensation program and compensation paid thereunder. Most of the discussion relates to our "named executive officers" for fiscal year 2018,2020, who were:

The Compensation Committee makes decisions for the total direct compensation of the named executive officers based on the factors described below. The Compensation Committee consists solely of independent, non-employee directors.

Executive Summary

Company Performance

        Despite the global disruption caused by the COVID-19 pandemic, we achieved a solid performance for fiscal year 2020 while committing to the safety of our employees, meeting our customers' needs and continuing to invest in our long-term strategy. The unprecedented COVID-19 pandemic and its widespread global impact presented new and unique challenges for us, affecting our employees, operations and how we safely work, as well as impacting our customers, supply chain, channels and distribution partners. Since many of our products qualify as "essential products" under local, state and national guidelines and orders, we worked diligently throughout 2020 to keep our facilities open and operating. During 2020 we experienced temporary shutdowns of a few of our facilities in Europe and temporarily reduced capacity at other facilities, but otherwise we were able to keep most of our facilities open and employees working, manage our supply chain and continue to make our products available to our customers. Our operations in China were impacted beginning early in the first quarter of 2020, followed by our Europe and then Americas segments, which experienced the initial impact of the pandemic late in the first quarter of 2020. Temporary closures, lockdowns and other restrictions mandated by various government authorities intended to combat the COVID-19 pandemic negatively impacted our business at varying levels within each of our operating segments as customers curtailed and reduced overall spending in response to the protective measures implemented and the resulting economic impacts. We are proudproactively took aggressive cost reduction actions starting late in the first quarter of 2020 as soon as we began to reportrealize the depth and scope of the impact that Watts successfully executedCOVID-19 would have on the global economy and our business, including, among many other actions:

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We suspended base salary increases for all our executive officers for 2020;



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Our Chief Executive Officer's base salary was reduced by 25% for the five-month period beginning May 1, 2020 through September 30, 2020;



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The base salaries of all our other executive officers were reduced by 15% for the five-month period beginning May 1, 2020 through September 30, 2020;



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Our Board of Directors agreed to reduce its operationalannual cash retainers by 25% effective from the 2020 Annual Meeting until the 2021 Annual Meeting; and financial commitments in 2018. We delivered a record financial performance

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In order to further decrease operating expenses and continued to grow, while reinvesting millionsbetter align with the needs of dollars back intothe business, we reduced our business. Our strong topline performanceworldwide workforce, including two members of our global leadership team.

        These cost reduction efforts enabled us to accelerate funding for productivitymaintain our 2020 operating margin consistent with prior year levels despite reduced revenues and to continue to invest in our strategic growth initiatives with a heavy focus on our smart and connected strategy, increased customer intimacy and innovation.

        Sales for 2018 were $1.57 billion, up $108 million, or 7%, from 2017and an all-time record for Watts. This increase was primarily driven by our Americas business, with reported sales up approximately 8%, while our businesses in Europe and Asia-Pacific, the Middle East and Africa, which we refer to as APMEA, reported sales increases of approximately 6% and 2%, respectively. Operating margin for 2018 was 12%, a record result for our Company. We expandedalso increased our operating margin while simultaneously investing an additional $16 million in salescash flow by 18% over 2019 through improved working capital management and marketing, research and development, information technology and continuous improvement initiatives. Earnings per share for 2018 were $3.73, which represented an increase of 76% over the prior year and another record forwe strengthened our Company, drivenbalance sheet by strong operations, reduced restructuring costs, the benefits of tax reform, lower interest expense and favorable foreign currency transaction movements. We saw our stock price hit an all-time high in 2018 following our strong operating and financial performance.

Significant Changes in Our Senior Leadership Team During the Year

        This past year we welcomed Shashank Patel as our new Chief Financial Officer, and Todd Trapp left the Company. Mr. Trapp resigned as our Chief Financial Officer in April 2018 and, after a comprehensive search process, Mr. Patel joined the Company in July 2018. As an inducementcontinuing to join our Company, Mr. Patel received a special performance stock unit award in connection with his hiring that is entirely performance-based in that the number of shares ultimately issued to Mr. Patel, if any, will be determined based on the Company's performance relative to a set of goals with respect to revenue growth and return on invested capital that we consider challenging. Mr. Patel also received a time-vesting restricted stock award that was intended to replace the value of equity grants from his prior employer that he forfeited in order to join us. These initial grants were specific to the hiring of Mr. Patel and are not intended to be continuing.

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Alignment of Pay with Performance

        A substantial portion of each executive's compensation opportunity is performance-based or aligned with stockholder value creation over time in the form of equity grants. Set forth below for our Chief Executive Officer, and separately for the other named executive officers, are charts illustrating the percentage of total target compensation corresponding to base salaries, annual incentives and long-term incentives for 2018.2020, excluding the impact of the temporary base salary reductions implemented in response to the COVID-19 pandemic.

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        Other compensation decisions in 20182020 reflected our compensation philosophy, as set forth in more detail below. EachIn February 2020, the Compensation Committee approved base salary increases for each of our named executive officers other than Mr. Patel received base salary increases in 2018,to be effective on April 1, 2020, reflecting a consideration of individual and Company performance as well as competitive position relative to market, among other factors.factors, but, as previously discussed, those base salary increases were not implemented due to the impact of the COVID-19 pandemic.

Other Practices and Policies to Promote Effective Compensation Governance

        Examples of practices and policies that the Committee has implemented to ensure effective governance of compensation plans include:

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Our executives are subject to robust stock ownership guidelines.

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Our executives are subject to a compensation recovery policy, or "claw back" policy, under which they may be required to repay unearned compensation in the event of a financial restatement due to fraud or misconduct.



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The Compensation Committee has the authority to hire independent counsel and other advisors.



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The Compensation Committee has conducted a review and assessment of risk as it relates to our compensation policies and practices.



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Our Insider Trading Compliance Policy prohibits hedging and short sale transactions, and no employee or director may pledge Company securities as collateral.



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None of our executive officers has an employment agreement with us.



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We do not provide excise tax gross-ups under any of our change in control severance arrangements.



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We hold an annual shareholder say-on-pay advisory vote.

Say on Pay and Say on Frequency

        We submitted our executive compensation program to an advisory vote of our stockholders at our 20182020 Annual Meeting and it received the support of over 97%98% of the total votes present and entitled to vote at the meeting. Our Board of Directors viewed the results of the 20182020 advisory vote as broad stockholder support for our executive compensation program and did not make any fundamental changes to our executive compensation program or policies as a result of the advisory vote. The Compensation Committee will, in consultation with its independent compensation consultant, consider changes to our compensation programs as appropriate in response to evolving factors such as the business environment and competition for talent. In considering changes to our compensation programs and policies, the Compensation Committee may seek additional input from stockholders with respect to our executive compensation policies and decisions.

        At our 2017 Annual Meeting, of Shareholders, our shareholdersstockholders strongly supported a frequency of "every year" for holding future advisory votes to approve the compensation of our named executive officers, consistent with the recommendation of our Board. As a result, our Board decided to hold annual "Say on Pay" votes, and we are presenting a proposal to our shareholders to approve on an advisory basis the compensation of our named executive officers as disclosed in this proxy statement. See Proposal 2 of this proxy statement.

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Compensation Philosophy

        Our executive compensation philosophy, as adopted by the Compensation Committee of our Board of Directors, is to provide compensation programs that attract, retain and motivate our key executives who are critical to our long-term success. We implement this philosophy through the following principles:

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Positioning total direct compensation and each component of compensation at approximately the median of our peer companies, which are industry and size relevant and which are identified by a rules-based selection process. Some variation in competitive positioning by executive is expected to account for factors such as relevant business experience, individual performance and criticality of role.



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Rewarding achievement relative to short-term goals that we believe will drive long-term stockholder value creation.

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Aligning long-term pay outcomes with stockholder value creation over time. This necessitates tying a significant portion of each executive's compensation to Company and individual performance, placing that compensation at risk.

        The following key elements are used to compensate our executives:

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Base salaries, representing the only fixed element of total direct compensation.



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Annual incentives, currently consisting of a performance-based bonus under the Executive Officer Incentive Bonus Plan, which rewardrewards achievement relative to Company goals, both financial and strategic in nature.



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Long-term incentives, currently consisting of performance stock units and restricteddeferred stock awards, which link pay outcomes to long-term stockholder value creation. Executive officers may also purchase restricted stock units under our Management Stock Purchase Plan, providing additional alignment with stockholder value creation.

In addition, we provide our executive officers with other employee benefits and limited perquisites, which are primarily intended to maintain our competitive position for attracting and retaining executive talent. However, in general, the Compensation Committee strives to mitigate the use of these non-performance basednon-performance-based forms of compensation without jeopardizing our ability to offer a compensation program that will attract and retain executives in a competitive market.

Benchmarking

        Benchmarking is one factor, among many, that we rely on in establishing our compensation levels and program design. We use information regarding pay practices at other comparable companies in two respects. First, we use benchmarking information to evaluate whether our compensation practices are competitive in the marketplace in which we compete for executive talent. Second, we use marketplace information as one factor in assessing the reasonableness of our executive compensation.

        During 2018,2020, the Compensation Committee used an executive compensation peer group consisting of the following companies:

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        In May 2018,2020, the Compensation Committee requestedengaged Pearl Meyer to performconduct a comprehensive review of our executive compensation peer group. Pearl Meyer used a rules-based process to evaluate the Company's existing executive compensation peer group and to identify proposed changes to the peer group based on the similarity to Watts of the amount of their annual revenues, profitability, market capitalization and number of employees as well as the similarity of their industry, business models, scope of international operations, industrial classification codes, customers and analyst coverage, while attempting to minimize year-over-year changes in order to foster consistency in the benchmarking approach. Based on its review, Pearl Meyer recommended retainingremoving Enerpac Tool Group Corp. (formerly Actuant Corporation) due to the existing peer grouprecent significant decrease in its revenue and profitability and replace it with no changes.Evoqua Water Technologies Corp. due to comparable industry, size and complexity of its business. The Compensation Committee accepted Pearl Meyer's recommendation and approved replacing Enerpac Tool Group Corp. with Evoqua Water Technologies Corp. and otherwise retaining the existing peer group. At the time of review, theThe resulting executive compensation peer group had median trailing twelve months2019 annual revenue of approximately $1.5$1.83 billion, consistentcompared with our own revenue of approximately $1.5$1.60 billion for the same period. At the time of review, thisThe peer group also had median market capitalization as of $2.8December 31, 2019 of $3.14 billion, as compared to our market capitalization of approximately $2.7$3.38 billion.

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Elements of Compensation

        The following describes each of the elements of our compensation program for 2018.2020.

Base Salary

        We provide each of our executive officers with a fixed salary that provides a secure base of compensation in an amount that recognizes each officer's role and responsibilities as well as experience, performance and contributions. The Compensation Committee considers base salary increases for our executive officers annually. The amount of any increase is based primarily on the executive officer's performance, level of responsibilities, leadership, experience, employee retention and internal pay equity considerations and the external competitiveness of the officer's base salary and overall total compensation. The Compensation Committee typically meets with the Chief Executive Officer annually to review proposed adjustments in the base salary amounts for our executive officers other than our Chief Executive Officer and in such review discusses each officer's performance evaluation. The Compensation Committee also typically reviews the proposed adjustment in base salary and the performance of our Chief Executive Officer with the other independent members of the Board of Directors and conducts a separate discussion with our Chief Executive Officer regarding his performance. As part of its review, the Compensation Committee receives and discusses tally sheets setting forth the total compensation of our executive officers, including base salary, bonus potential, equity awards, retirement benefits, perquisites and other compensation, and information regarding the competitiveness of our compensation programs relative to companies in our benchmarking peer group and other industry survey data. Based on this review and its consideration of each named executive officer's performance, in February 20182020 the Compensation Committee approved a 3.47% increase inthe following base salary increases for Mr. Nanda, a 3.02% increase in base salary for Mr. Melhem, a 3.42% increase in base salary for Mr. Lepage, and a 3.56% increase in base salary for Mr. Trapp. The Compensation Committee's considerations included recognitionour named executive officers effective as of Mr. Nanda's strong leadershipApril 1, 2020:

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        In February 2018,2020, the Compensation Committee conducted a separate review of our Chief Executive Officer's performance and base salary in conjunction with the other independent members of the Board. The independent members of the Board reviewed Mr. Pagano's performance against his established goals for 20172019 and input from Pearl Meyer with respect to the competitiveness of Mr. Pagano's base salary relative to the Company's executive compensation peer group. Based on this review and the Board's assessment that Mr. Pagano had done an exceptional job in addressing the Company's business needs andachieved his 2019 goals, including executing on adriving innovation through new products and solutions as well as other global growth initiative, in additioninitiatives, launching the smart and connected solutions strategy, driving productivity and supply chain savings initiatives, deploying initiatives to achieving substantially all of his other goals,address the top focus areas from the last global employee survey, and exceeding the 2019 financial plan, the Compensation Committee approved a 7.14%3.6% increase in Mr. Pagano's base salary from $840,000$930,600 to $900,000.$965,000 effective as of April 1, 2020.

        Mr. Patel joinedIn March 2020, in the Companywake of the World Health Organization declaring that COVID-19 had become a pandemic, the U.S. declaration that COVID-19 was a national emergency and the implementation of broad travel bans and stay-at-home orders in July 2018,the U.S., our Chief Executive Officer made the initial decision to suspend merit increases for our executives for three months. Subsequently, in late April, as it became clear that the economic impact of COVID-19 would be deep and his base salarylong-lasting, the decision was made to cancel merit increases for our executives for all of $400,000 was2020. Accordingly, the merit increases for our executive officers that were approved by the Compensation Committee following arm's length negotiations in connection with his hire.February 2020 were not implemented.

        In approving Mr. Patel'saddition to the suspension of merit increases, in late April 2020, at the request of our Chief Executive Officer, the Board of Directors approved a 25% reduction in the base salary of our Chief Executive Officer and a 15% reduction in the Compensation Committee reviewed compensation survey data and Mr. Patel's compensation arrangements with his previous employer and considered the most recent competitive compensation assessment data with respect to the Company's compensation peer group. The Committee also sought the advice and guidancebase salaries of Pearl Meyer, its independent compensation consultant.

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Annual Incentives

        Under theour Executive Officer Incentive Bonus Plan, each ofannual bonus awards may be earned by our named executive officers is eligible for an annual cash bonus.based on the Company's achievement of performance goals during each fiscal year. We offer our executives an opportunity to earn a bonus in order to focus our executives on execution against specific financial and strategic goals and reward performance based on achievement of such goals. For each of our executive officers, the Compensation Committee sets a target bonus amount expressed as a percentage of annual base salary.salary rate. The Compensation Committee determines the target bonus amount for each executive officer based on a variety of factors, including competitive conditions for the executive officer's position within our executive compensation peer group and in the broader employment market, length of employment, level of responsibility and experience, input from Pearl Meyer, and, in the case of executive officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. In May 2018,For 2020, the Compensation Committee approveddecided to increase the target bonus amounts as a modified 2018 bonus targetpercentage of annual base salary rate for each of Mr. Patel and Mr. Nanda from 60% to 65%. For Mr. Patel, the Compensation Committee based its decision primarily on market data, which showed that Mr. Patel's target bonus percentage and target total cash compensation were substantially below the median relative to chief financial officers in conjunction withour executive compensation peer group. Given Mr. Patel's strong progress in his hiring. The modified target included a guaranteed paymentrelatively new role as the Company's Chief Financial Officer, the Compensation Committee determined it was appropriate to take steps to move Mr. Patel's incentive compensation closer to the median of $85,000, to compensate him for the bonus opportunity he forfeited at his previous employer to join us, and six months of bonus earned underexecutive compensation peer group. For Mr. Nanda, the Watts Executive Incentive Bonus Plan atCompensation Committee determined that his target percentbonus percentage was below the median for similar roles at companies in our executive compensation peer group. Given Mr. Nanda's long track record of salary.strong performance in his role, the Compensation Committee determined it was appropriate to move Mr. Nanda's target bonus percentage closer to the median of the executive compensation peer group. Each other named executive officer's 2020 target bonus as a percentage of annual base

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salary rate remained unchanged from 2019. The 20182020 target bonus amounts for our named executive officers were set as follows:

        The actual bonus payout for each named executive officer depends on the level of performance achieved with respect to various performance objectives. The relationship between the level of performance achieved and overall bonus payout for each performance objective is as follows, with bonus payout levels interpolated for performance between Threshold and Target and between Target and Maximum:

        CorporateFor 2020, corporate performance objectives under our Executive Officer Incentive Bonus Plan arewere established by the end ofin the first quarter of each fiscal year by our Compensation Committee after consultation with our Chief Executive Officer. For 2018, theThe 2020 objectives for our named executive officers under the Executive Officer Incentive Bonus Plan consisted of a sales objectives,objective, a net income andor operating earnings objectives,objective, a free cash flow objectivesobjective and an individual performance objective.objectives. Free cash flow represents the amount of cash generated by operations during the year less net capital expenditures. For the individual performance objectives, each executive officer established several personal or team goals related to Company initiatives or segment initiatives that were aligned with the strategy of the business and the goals of our Chief Executive Officer.Officer, and such performance objectives were approved by the Chief Executive Officer and the Compensation Committee. For 2018,2020, the primary focus areas that were established at the start of the performance period were driving growth in the Americasincluded environmental, social and in APMEA, launching globalgovernance (ESG) criteria, new product development and innovation initiatives including smart and connected products, driving productivity savings, employee safety performance, increasing in-person and online training participants, and other key strategic initiatives.

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        In setting our 2018 financial performance targets, the Compensation Committee determined that the targets and results should exclude the effect of unbudgeted restructuring, acquisitions, dispositions, foreign exchange, impairments, discontinued operations, legal settlements, employee separation costs, product liability charges, retroactive tax law changes, environmental remediation, adjustments for undifferentiated products, and one-time costs relating to the consolidation of manufacturing facilities and distribution centers. However, the Compensation Committee reviews all excluded items each year and may exercise its discretion to reduce bonus payouts to reflect the impact of any excluded item.

Our bonus objectives are intended to align the interests of our management team with the interests of our stockholders. We believe that the capital markets evaluate companies in our industry based primarily on their ability to grow their businesses profitably while maintaining adequate returns on their invested capital. Our bonus objectives provide an incentive to management to maintain a balanced approach to growth, with appropriate emphasis on revenues, profitability, cash flow and execution of strategic initiatives. If we are successful in meeting or exceeding our goals under these objectives, we believe that this will lead to the creation of additional value for our stockholders.

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        Under our Executive Officer Incentive Bonus Plan, the Compensation Committee may, in its sole discretion, make certain adjustments to the performance objectives. Such adjustments may include but are not limited to: (i) a change in accounting principle, (ii) financing activities, (iii) expenses for restructuring or productivity initiatives, (iv) other non-operating items, (v) acquisitions or dispositions, (vi) the business operations of an entity acquired by the Company during the performance period, (vii) discontinued operations, (viii) stock dividend, split, combination or exchange of stock, (ix) unusual or extraordinary events, transactions or developments, (x) amortization of intangible assets, (xi) other significant income or expense outside the Company's core on-going business activities, (xii) other nonrecurring items, (xiii) goodwill or intangible writeoffs, or (xiv) changes in applicable law.

        The Compensation Committee, in consultation with our Chief Executive Officer, determined the relative weight to be assigned to each objective for 2018. For 2018, the2020. The financial objectives for Messrs. Pagano, Patel, Trapp, Lepage and Nanda were based entirely on the performance of our Company as a whole. Since the responsibilities of Mr. Melhem were substantially tied to our APMEA business segment, most of his bonus achievement was based on his segment performance. The following table shows the weighting assigned to each named executive officer for each performance objective:

For 2018,The weighting of the 2020 performance objectives for our named executive officers was unchanged from 2019, as the Compensation Committee placedcontinued to place greater emphasis on the net income and operating earnings measures because it wanted management to emphasize growing the business profitably while maintaining its focus on encouraging productivity, cost containment and cash generation.

        Soon after the Compensation Committee approved the 2020 bonus targets and objectives for our named executive officers, the COVID-19 pandemic began to significantly impact economic activity in the Americas and Europe, where we had more than 95% of our total global sales in 2020. At the beginning of 2020, we did not yet appreciate the full scope and depth of the impact the COVID-19 pandemic would have on the global economy and management had not taken into account the impact from COVID-19 in our 2020 annual operating plan. Accordingly, the 2020 bonus targets and objectives the Compensation Committee approved for our named executive officers in early February 2020 also did not take into account the impact from COVID-19. As the year progressed, it became apparent that the economic impact from the COVID-19 pandemic would make the 2020 sales and net income targets set under the Executive Officer Incentive Bonus Plan almost entirely unachievable. In May and July 2020 the Compensation Committee met with management and Pearl Meyer to review and discuss options for dealing with the impact of COVID-19 on 2020 incentive compensation. In reviewing the available options, the Compensation Committee stressed the need to balance appropriately rewarding management for their intensive efforts in managing through the COVID-19 crisis and keeping the Company operating safely and efficiently with properly

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recognizing that the Company had suffered a financial setback as a result of the pandemic. At that time, the Compensation Committee agreed in principle that a fair but conservative method for addressing the impact of COVID-19 would be to adjust the Company's 2020 sales and net income or operating earnings results by 50% of the estimated impact that COVID-19 had on 2020 results, including recognition of the aggressive cost reduction efforts undertaken by management. By adjusting results by only half of the estimated impact of COVID-19, the Compensation Committee believed it was striking a fair balance while incentivizing and rewarding participant efforts throughout 2020. For the remainder of the year, management tracked and kept the Board of Directors informed of the estimated impact that COVID-19 was having on the Company's financial results.

Our results for 20182020 as determined under our Executive Officer Incentive Bonus Plan with respect to each financial performance measure for our Company as a whole and our APMEA businessessegment, and the adjustments made by the Compensation Committee to provide relief for 50% of the estimated impact of the COVID-19 pandemic on sales and net income or operating earnings, are set forth in the following table:

        Based on these results, the weighted achievement of the financial performance metrics for 20182020 by each of our named executive officers is set forth in the following table. Mr. Trapp was not eligible to receive a bonus payout for 2018 as he terminated employment with us in April 2018.