Sector: Health Care
WATERS CORP · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director since 2017 with strong healthcare executive credentials; WAT's 3-year TSR outperforms the disclosed peer group median by +23.6pp, well below the 35pp threshold needed to trigger an against vote, and no overboarding, attendance, or independence issues were identified.
Independent director since 2018 with deep financial expertise as a retired CPA and former CFO of a global contract research organization; chairs the Audit & Finance Committee appropriately, and no TSR, overboarding, or attendance concerns apply.
CEO-director since 2020 with strong operational track record delivering TSR that outperforms the disclosed peer group median by +23.6pp over three years; subject to the same TSR trigger as other directors, but the trigger does not apply given peer outperformance, and no overboarding concerns exist as he holds no outside public board seats.
Independent director since 2022 with extensive medical device finance expertise as a former Boston Scientific CFO and CPA; no TSR, overboarding, or attendance concerns apply.
Independent director since 2023 with deep M&A, finance, and operational leadership experience; holds three outside public board seats (CRH, Crown Holdings, Avient), which is within the four-seat overboarding limit, and no TSR trigger applies given peer outperformance.
Appointed to the board effective February 9, 2026, less than 24 months before the meeting date, making her exempt from the TSR trigger under the new-director exemption; she brings relevant scientific expertise in genomics and molecular diagnostics aligned with Waters' expanded business.
Independent director since 2021 with deep biopharma scientific and operational expertise; no TSR trigger applies given peer outperformance, and no overboarding or attendance concerns were identified.
Independent director since 2021 with 25+ years of Asia-Pacific pharma and medical device experience highly relevant to Waters' international growth strategy; no TSR trigger applies given peer outperformance, and no overboarding or attendance concerns were identified.
Independent director since 2024, less than 24 months before the meeting date, making her exempt from the TSR trigger under the new-director exemption; she brings strong MedTech commercial leadership experience relevant to Waters' expanded diagnostics business.
Independent director since 2006 with over 30 years of pharmaceutical services experience including as former Chairman and CEO of Covance; no TSR trigger applies given peer outperformance, and no overboarding or attendance concerns were identified.
Independent director since 2022 with broad global operations and business transformation experience; holds one outside public board seat (Johnson Controls), well within the overboarding limit, and no TSR trigger applies given peer outperformance.
All 11 director nominees receive a FOR vote. Waters' 3-year total shareholder return of +4.9% outperforms the disclosed compensation peer group median of -18.7% by +23.6 percentage points, which is well below the 35pp underperformance threshold needed to trigger against votes (applicable for the low-positive TSR band). No overboarding, independence, attendance, familial relationship, or qualification concerns were identified for any nominee. Two recently appointed directors (Fraser and Knight) are exempt from the TSR trigger as they joined within the past 24 months.
CEO
Udit Batra, Ph.D.
Total Comp
$13,973,044
Prior Support
82%%
CEO total compensation of approximately $14.0 million is within a reasonable range for a healthcare instrumentation/life sciences tools company of Waters' size and complexity (~$31B market cap), and prior Say on Pay support of 82% is well above the 70% threshold requiring mandatory response. The pay structure is strongly performance-oriented — approximately 90% of the CEO's target total pay is variable/at-risk, consisting of performance stock awards (55% of long-term incentive), stock options (30%), and time-based restricted stock units (15%), with annual cash bonuses tied to measurable revenue and net income growth goals. Pay-for-performance alignment is supported by the company's 3-year TSR of +4.9% outperforming the disclosed peer group median of -18.7% by +23.6 percentage points, indicating that above-target incentive payouts are justified by genuine shareholder outperformance relative to peers; the company also has a robust clawback policy that exceeds Dodd-Frank requirements.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,994,250
Non-Audit Fees
$3,361,341
Non-audit fees (audit-related fees of $2,168,785 plus tax-related fees of $1,190,556 plus other fees of $2,000, totaling $3,361,341) represent approximately 56% of audit fees of $5,994,250, which technically exceeds the 50% threshold; however, the audit-related fees jumped sharply in 2025 (from $56,891 to $2,168,785) due to acquisition-related services connected to the transformational BD Biosciences & Diagnostic Solutions transaction that closed in early 2026 — this is a clear one-time event that inflates the ratio, and the policy notes that a single large year driven by a one-time transaction warrants a softer reading; PwC is a Big 4 firm appropriate for a $31B market cap company, no material restatements were disclosed, and auditor tenure was not disclosed so the tenure trigger cannot fire.
Waters Corporation's 2026 annual meeting presents a clean ballot: all 11 director nominees receive FOR votes driven by strong peer-relative total shareholder return outperformance (+23.6pp above peer median over three years), Say on Pay receives a FOR vote supported by a strongly performance-oriented pay structure and above-peer TSR justifying above-target incentive payouts, and auditor ratification of PricewaterhouseCoopers receives a FOR vote with a one-time acquisition-driven spike in non-audit fees noted but not disqualifying. No stockholder proposals were identified in the filing.
16 companies disclosed in 2026 proxy filing
