WATERS CORP /DE/, DEF 14A filed on 4/9/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Waters Corporation
Entity Central Index Key 0001000697
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
The table below sets forth certain executive compensation and financial performance information required in accordance with SEC rules. CAP is calculated as prescribed under SEC rules and does not represent compensation actually received and varies from what is disclosed under the section “— Compensation of Directors and Executive Officers” above.
 
  
Year
 
 
Summary
Compensation
Table Total
for Principal
Executive
Officer
(“PEO”)
 
 
Compensation
Actually Paid
to Current
PEO
 
 
Average
Summary
Compensation
Table Total
for Non-PEO

NEOs
 
 
Average
Compensation
Actually Paid
to Non-PEO

NEOs
 
 
 
Value of Initial Fixed
$100 Investment Based
On:
 
 
GAAP
Net Income
 
 
Adjusted Non-
GAAP Organic
Net
Income
 
 
Total
Shareholder
Return
 
 
Peer Group
Total
Shareholder
Return
 
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
(i)
2025   $13,973,044   $10,649,666   $3,210,116   $2,662,415   $153.52   $69.03   $642,629,000   $783,932,000
2024   $11,148,059   $14,563,626   $2,529,969   $3,171,165   $149.94   $71.56   $637,834,000   $709,100,000
2023   $8,742,180   ($1,120,813)   $2,344,024   ($937,105)   $133.07   $76.41   $642,234,000   $707,035,000
2022   $9,409,550   $10,833,283   $2,694,092   $2,823,562   $138.46   $85.53   $707,755,000   $725,192,000
2021   $8,653,559   $19,061,746   $2,443,255   $4,095,176   $150.59   $126.55   $692,843,000   $694,658,000
 
a)
Represents applicable fiscal year.
 
b)
Represents the total from the Summary Compensation Table in each applicable fiscal year for Dr. Batra, who has served as the Company’s President and CEO effective September 1, 2020.
 
c)
Represents the amount of CAP to Dr. Batra, as computed in accordance with Item 402(v) of
Regulation S-K.
The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Batra during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to Dr. Batra’s compensation.
 
       
 
d)
Represents the average of the total from the Summary Compensation Table in each applicable year for our
non-PEO
NEOs as a group. The NEOs included for purposes of calculating the average amounts for each applicable fiscal year are as follows: (i) for fiscal year 2025, Amol Chaubal, Jianqing Y. Bennett and Robert Carpio III (ii) for fiscal year 2024, Amol Chaubal, Jianqing Y. Bennett and Robert Carpio III; (iii) for fiscal year 2023, Amol Chaubal, Jianqing Y. Bennett and Jonathan M. Pratt; (iv) for fiscal year 2022, Amol Chaubal, Jianqing Y. Bennett, Jonathan M. Pratt and Keeley A. Aleman; and (v) for fiscal year 2021, Amol Chaubal, Jianqing Y. Bennett, Belinda G. Hyde, Jonathan M. Pratt and Michael F. Silveira.
 
e)
Represents the average amount of CAP to the
non-PEO
NEOs as a group, as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs during the applicable fiscal year and were not considered by the Compensation Committee at the time it made decisions with respect to the compensation of these NEOs.
 
f)
Represents the cumulative total return on $100 invested in the Company’s common stock as of December 31, 2020 (the last day of public trading of the Company’s common stock in fiscal year 2020) through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation
S-K.
The Company has not paid any dividends since its IPO.
 
g)
Represents the weighted cumulative total return on $100 invested as of December 31, 2020 (the last day of public trading in fiscal year 2020) through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation
S-K,
weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the SIC Code 3826 Index – Laboratory Analytical Instruments. The return of this index is calculated assuming reinvestment of dividends during the period presented.
 
h)
Represents GAAP net income as disclosed in the Waters Corporation Annual Report on Form
10-K
for the years ended December 31, 2025, 2024, 2023, 2022, and 2021, as applicable.
 
i)
Represents adjusted
non-GAAP
organic net income growth (ONIG), which is a financial measure that is not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines this and other adjusted
non-GAAP
financial measures and reconciles them to the most directly comparable historical GAAP financial measures.
       
Company Selected Measure Name adjusted non-GAAP organic net income growth        
Named Executive Officers, Footnote (i) for fiscal year 2025, Amol Chaubal, Jianqing Y. Bennett and Robert Carpio III (ii) for fiscal year 2024, Amol Chaubal, Jianqing Y. Bennett and Robert Carpio III; (iii) for fiscal year 2023, Amol Chaubal, Jianqing Y. Bennett and Jonathan M. Pratt; (iv) for fiscal year 2022, Amol Chaubal, Jianqing Y. Bennett, Jonathan M. Pratt and Keeley A. Aleman; and (v) for fiscal year 2021, Amol Chaubal, Jianqing Y. Bennett, Belinda G. Hyde, Jonathan M. Pratt and Michael F. Silveira.        
Peer Group Issuers, Footnote Represents the weighted cumulative total return on $100 invested as of December 31, 2020 (the last day of public trading in fiscal year 2020) through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation
S-K,
weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the SIC Code 3826 Index – Laboratory Analytical Instruments. The return of this index is calculated assuming reinvestment of dividends during the period presented.
       
Adjustment To PEO Compensation, Footnote
The table below summarizes the reconciliation of compensation from the Summary Compensation Table above to compensation actually paid as calculated under SEC rules for fiscal year 2025. The valuation assumptions used to calculate the fair values of options, RSUs and PSUs include the stock price as of the applicable measuring date and, in the case of PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The Company does not have a pension plan or equity awards that vest in the same year that they are granted.
 
 
Reconciliation of Summary Compensation Table to Compensation Actually Paid Table
 
Executive Officer
 
Year
   
Summary
Compensation
Table Total
 
Reported
Grant Date
Fair Value of
Equity Awards
 
Year End Fair
Value of Equity
Awards
Granted During
the Year
 
Change in Fair
Value of Equity
Awards
Granted in
Prior Years that
Vested During
Year
 
Year Over Year
Change in Fair
Value of
Outstanding
and Unvested
Awards
Granted in
Prior Years
 
Amount
Deducted for
Forfeitures
 
Compensation
Actually Paid
           
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
Current PEO
    2025     $13,973,044   ($10,430,169)   $8,545,319   ($615,745)   ($822,783)     $10,649,666
Average for Non-

PEO NEOs
    2025     $3,210,116   ($1,930,874)   $1,588,794   ($72,690)   ($132,931)     $2,662,415
 
a)
Represents the total from the Summary Compensation Table for the applicable year.
 
b)
The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Options Awards” columns in the Summary Compensation Table for the applicable year.
 
c)
Represents the
year-end
fair value of equity awards granted in the applicable year that are outstanding and unvested as of the end of the year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date.
 
d)
Represents the fair value of equity awards that vested during the applicable year on the date of vesting as compared with the fair value at the beginning of the applicable fiscal year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date.
 
e)
Represents the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date.
 
f)
Represents the fair value of equity awards forfeited during the applicable year as recomputed in accordance with FASB ASC Topic 718 on the date of forfeiture as compared with the fair value at the beginning of the applicable fiscal year.
 
g)
Represents the total CAP from the Compensation Actually Paid Table.
       
Non-PEO NEO Average Total Compensation Amount $ 3,210,116 $ 2,529,969 $ 2,344,024 $ 2,694,092 $ 2,443,255
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,662,415 3,171,165 (937,105) 2,823,562 4,095,176
Adjustment to Non-PEO NEO Compensation Footnote
The table below summarizes the reconciliation of compensation from the Summary Compensation Table above to compensation actually paid as calculated under SEC rules for fiscal year 2025. The valuation assumptions used to calculate the fair values of options, RSUs and PSUs include the stock price as of the applicable measuring date and, in the case of PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The Company does not have a pension plan or equity awards that vest in the same year that they are granted.
 
 
Reconciliation of Summary Compensation Table to Compensation Actually Paid Table
 
Executive Officer
 
Year
   
Summary
Compensation
Table Total
 
Reported
Grant Date
Fair Value of
Equity Awards
 
Year End Fair
Value of Equity
Awards
Granted During
the Year
 
Change in Fair
Value of Equity
Awards
Granted in
Prior Years that
Vested During
Year
 
Year Over Year
Change in Fair
Value of
Outstanding
and Unvested
Awards
Granted in
Prior Years
 
Amount
Deducted for
Forfeitures
 
Compensation
Actually Paid
           
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
Current PEO
    2025     $13,973,044   ($10,430,169)   $8,545,319   ($615,745)   ($822,783)     $10,649,666
Average for Non-

PEO NEOs
    2025     $3,210,116   ($1,930,874)   $1,588,794   ($72,690)   ($132,931)     $2,662,415
 
a)
Represents the total from the Summary Compensation Table for the applicable year.
 
b)
The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Options Awards” columns in the Summary Compensation Table for the applicable year.
 
c)
Represents the
year-end
fair value of equity awards granted in the applicable year that are outstanding and unvested as of the end of the year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date.
 
d)
Represents the fair value of equity awards that vested during the applicable year on the date of vesting as compared with the fair value at the beginning of the applicable fiscal year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date.
 
e)
Represents the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date.
 
f)
Represents the fair value of equity awards forfeited during the applicable year as recomputed in accordance with FASB ASC Topic 718 on the date of forfeiture as compared with the fair value at the beginning of the applicable fiscal year.
 
g)
Represents the total CAP from the Compensation Actually Paid Table.
       
Compensation Actually Paid vs. Total Shareholder Return
       
 
The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted
non-GAAP
organic net income for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
 
 
LOGO
       
Compensation Actually Paid vs. Net Income
       
 
The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted
non-GAAP
organic net income for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
 
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure
       
 
The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted
non-GAAP
organic net income for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
 
 
LOGO
       
Total Shareholder Return Vs Peer Group
       
 
The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted
non-GAAP
organic net income for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
 
 
LOGO
       
Tabular List, Table
Most Important Measures for Determining Named
Executive Officer Performance-Based Pay
 
Adjusted
non-GAAP
organic constant currency revenue growth (OCCRG)
 
Adjusted
non-GAAP
organic net income growth (ONIG)
 
Relative total shareholder return (rTSR)
       
Total Shareholder Return Amount $ 153.52 149.94 133.07 138.46 150.59
Peer Group Total Shareholder Return Amount 69.03 71.56 76.41 85.53 126.55
Net Income (Loss) $ 642,629,000 $ 637,834,000 $ 642,234,000 $ 707,755,000 $ 692,843,000
Company Selected Measure Amount 783,932,000 709,100,000 707,035,000 725,192,000 694,658,000
The Cumulative Total Return of the Companys Common Stock 154.00%        
The Cumulative Total Return of the Peer Group Common Stock 69.00%        
Equity Awards Granted Vest Over a Period for RSUs 5 years        
Equity Awards Granted Vest After a Period for PSUs 3 years        
Percentage of AIP Annual Target of Direct Compensation Minimum 11.00%        
Percentage of AIP Annual Target of Direct Compensation Maximum 17.00%        
Non GAAP Net Income Metric Weighting 50.00%        
Percentage of Long term Equity Incentives including Annual Target more than 60%        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted non-GAAP organic constant currency revenue growth        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted non-GAAP organic net income growth        
Non-GAAP Measure Description Represents adjusted
non-GAAP
organic net income growth (ONIG), which is a financial measure that is not prepared in accordance with GAAP. Appendix A to this Proxy Statement defines this and other adjusted
non-GAAP
financial measures and reconciles them to the most directly comparable historical GAAP financial measures.
       
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative total shareholder return        
Dr. Batra [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 13,973,044 $ 11,148,059 $ 8,742,180 $ 9,409,550 $ 8,653,559
PEO Actually Paid Compensation Amount $ 10,649,666 $ 14,563,626 $ (1,120,813) $ 10,833,283 $ 19,061,746
PEO Name Dr. Batra        
PEO          
Pay vs Performance Disclosure          
Approximate Performance Based Pay 91.00%        
PEO | Dr. Batra [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (10,430,169)        
PEO | Dr. Batra [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,545,319        
PEO | Dr. Batra [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (822,783)        
PEO | Dr. Batra [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (615,745)        
PEO | Dr. Batra [Member] | Amount Deducted for Forfeitures [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
Non-PEO NEO          
Pay vs Performance Disclosure          
Approximate Performance Based Pay 79.00%        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,930,874)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,588,794        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (132,931)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (72,690)        
Non-PEO NEO | Amount Deducted for Forfeitures [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Policies and Procedures Related to the Grant of Certain Equity Awards
The Company has established processes designed to ensure that the timing of any option grants and other similar awards to executive officers is not influenced by material nonpublic information (“MNPI”). Grants are generally made shortly after the issuance of an earnings release and the furnishing or filing of a Current Report on Form
8-K,
or the filing of a Quarterly Report on Form
10-Q
or an Annual Report on Form
10-K,
regardless of any upcoming announcements or events that could impact the Company’s share price.
The Compensation Committee does not take MNPI into account when determining the timing and terms of option awards. Further, the Company has not timed the disclosure of MNPI to affect the value of executive compensation.
The Company did not grant any stock options to the NEOs in fiscal year 2025 during the period from four business days before to one business day after the filing of the Company’s Annual Report on Form
10-K,
the Company’s Quarterly Report on Form
10-Q,
or the Company’s Current Report on Form
8-K
that disclosed MNPI
Award Timing Method The Compensation Committee does not take MNPI into account when determining the timing and terms of option awards. Further, the Company has not timed the disclosure of MNPI to affect the value of executive compensation.
Award Timing Predetermined false
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true