UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Waters Corporation

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

March 29, 2018

April 1, 2021

Dear Stockholder:Shareholders,

On behalf2020 was a challenging but also rewarding year for Waters Corporation. We managed through the COVID-19 pandemic, had a successful CEO transition, and continued the planned succession at the Board and executive management-level. We progressed our goal of building an even more diverse company at all levels, and never lost sight of serving our shareholders and customers, as well as remaining an attractive long-term employment opportunity for our talented employees. As a Board, we were naturally quite busy in 2020, navigating through tumultuous times, overseeing planned and steady refreshment at all levels of the company, and furthermore adding important sustainability goals to guide us forward.

In February 2021, the Drucker Institute published its annual list of the 250 best managed companies. We, at Waters, are pleased to be on the list. This ranking adds to our sixth straight AA score for ESG from MSCI, our second percentile ESG ranking from Sustainalytics, our scores of 1, 2 and 4 from ISS for E, S and G and our 95 on the Corporate Equality Index.

2020 also highlighted the importance of treating all people equitably and inclusively. Waters is a leader in this as well: we have a diverse CEO who is part of an executive team, 33% of whom are diverse by race/ethnicity or gender, that will be overseen by a Board, 4 of Directors9 of whom are female, or ethnically or geographically diverse. We believe our diversity helps us recruit and keep top talent and maintain our innovative edge.

Waters Corporation’s products and services — such as chromatography systems and consumables, mass spectrometry systems, and thermal analysis technologies — contribute directly to the advancement of human health and well-being by playing a vital role in the creation of efficacious medical therapies, a safer food and environmental ecosystem, and higher quality materials we depend upon in many aspects of daily life. The importance of these contributions could never be more clear than during our global battle with COVID-19.

In the following section, “Waters Corporation (“Waters” orat a Glance,” we summarize how our operations, oversight, and governance come together to support our financial, social, and environmental sustainability.

We operate in attractive markets that have demonstrated strong secular growth trends. Our stock price increased 6% and we realized a 38% return on invested capital in 2020.

We thank you for your investment in us and ask for your voting support on the “Company”), I cordiallymatters described in this proxy statement. We also invite you to attendparticipate at our meeting and welcome your input throughout the Annual Meeting of Stockholders (the “Meeting”) of the Company to be held at Waters Corporation, 34 Maple Street, Milford, Massachusetts 01757 on May 9, 2018 at 11:30 a.m., local time.

The notice of Meeting, the Proxy Statement and proxy card from Waters are enclosed. You may also read the notice of Meeting, the Proxy Statement and the Waters Annual Report (“Annual Report”) on the Internet athttp://www.proxydocs.com/wat.

Waters has adopted the Securities and Exchange Commission rule allowing companies to furnish proxy materials to their stockholders over the Internet. We believe that thise-proxy process expedites stockholders’ receipt of proxy materials and lowers the costs and reduces the environmental impact of our annual meeting. On March 29, 2018, we mailed to stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and Annual Report and vote by Internet. The Notice contains instructions on how you can (i) receive a paper copy of the Proxy Statement and Annual Report, if you only received a Notice by mail, or (ii) elect to receive your Proxy Statement and Annual Report over the Internet.year.

The Company’s Board of Directors values and encourages stockholder participation at the Meeting. It is important that your shares be represented, whether or not you plan to attend the Meeting. Please take a moment to vote on the Internet, by telephone, or, if you receive a paper copy of the Proxy Statement and Annual Report, by signing, dating and returning your proxy card in the envelope provided even if you plan to attend the Meeting.

We hope you will be able to attend the Meeting.

Sincerely,

Christopher J. O’ConnellDr. Flemming Ornskov, M.D., M.P.H. Chairman of the Board of Waters Corporation

April 1, 2021

Dear Shareholders,

Health is always essential to happiness and prosperity; its importance is simply more apparent during times of crisis. The pandemic, which began months prior to me joining Waters as its new President and CEO, highlighted the critical role our people and technologies play in protecting and advancing health. Waters’ scientists and technologies have been at the center of the development of diagnostics, therapeutics, and vaccines used in the fight against COVID-19. Our successes have been driven by our teams that universally responded to this difficult year with drive, determination, and an indomitable spirit.

It is a true privilege to lead this organization. Waters has a very strong foundation with a trusted well-known brand, demonstrated by industry-leading profitability and strong financial flexibility. We generated approximately $2.4 billion in revenue annually, and we retained more than $700 million in free cash flow in 2020. Our technology portfolio is strong and continues to evolve. Thanks to our Sales & Services teams, we have a large installed base of more than 100,000 systems and instruments. More than half of recurring revenues comes from services, informatics maintenance and consumables. Additionally, Waters has developed an impressive, strategically diverse geographical footprint and significant exposure to growth areas within highly attractive markets that represent nearly $67 billion in total opportunity.

That same indomitable spirit is also fueling our return to growth. Since 2017, Waters has experienced a sequential decline in revenue growth, which was only exacerbated by the pandemic in 2020. Along with Waters’ leadership team, we have begun an extensive transformation program with an immediate focus on accelerating near-term growth and fostering a culture of focus and urgency as we begin building towards our long-term strategy. We have already begun to see progress, made evident by our fourth quarter results, where sales grew 10% as reported and 7% on a constant currency basis, and our non-GAAP adjusted earnings per diluted share grew 14%.

At the core of our long-term strategy is our purpose to enhance human health and well-being by leaving this world better than we found it. At the very heart of our environmental, social and governance (ESG) program is our 2025 Sustainability Goals, to which we are progressing each year. From reducing our environmental footprint to STEM education programs for children, women, and minorities, we take these commitments very seriously. Others are also recognizing both our progress and commitment to ESG. Waters was recognized on the Newsweek list of America’s Most Responsible Companies 2021; Barron’s 2021 list of the 100 Most Sustainable Companies; and our company also received a score of 95 out of 100 on the 2021 Corporate Equality Index (CEI), the Human Rights Campaign Foundation’s annual scorecard for LGBTQ workplace equality. We will continue to do our part to positively impact the environment and the communities in which we work and live.

The operational progress we are making, our role in the COVID-19 crisis, our team and our capabilities underpin my confidence in Waters and our ability to contribute to advancing human health. We are on our way to regaining our commercial momentum, strengthening our performance management, and aligning our portfolio with growth areas. We have a lot of important work underway, and I am confident we will drive value for our shareholders.

We ask for your voting support on the items described in this proxy statement and thank you for your confidence, support, and investment in Waters.

WATERS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSSHAREHOLDERS

We are making the Proxy Statement and the form of Proxy first available on or about April 1, 2021.

TABLE OF CONTENTS

PROXY STATEMENT SUMMARYWATERS CORPORATION AT A GLANCE

This summary contains highlights aboutWHAT IS WATERS CORPORATION

Waters is the world’s leading manufacturer of specialty measurement tools, and primarily designs, manufactures, sells, and services instruments, consumables, and software that are used by life science, pharmaceutical, biochemical, industrial, nutritional safety, environmental, academic, and governmental customers working in research and development, quality assurance, and other laboratory applications. Our 14 manufacturing facilities and more than 7,400 employees provide products and services to 40,000 customers in over 100 countries via our Company and the upcoming 2018 Annual Meetingoperations in 35 countries. We generated revenue of Stockholders, or “Annual Meeting”. This summary does not contain all$2.4 billion in 2020 with a market capitalization of the information that you should considerapproximately $15 billion as of December 31, 2020.

WHAT MAKES US UNUSUAL AND SUSTAINABLE

We invest in advance of the meeting and we encourage you to read the entire proxy statement before voting.our people

We attract investment from long-term shareholders

HOW WE ARE DOING

Rising global living standards and growing populations — as well as our continual investment in the future — have enabled our growth since our foundation in 1958 as reflected in this stock price chart:

Source: Yahoo Finance

WHAT IS NEW AT WATERS

In March 2020, we enhanced our already strong governance profile by separating our Chairman of the Board possesses(the “Chairman”) and Chief Executive Officer (the “CEO”) positions. During 2020, we continued our steady board refreshment with both a deepdirector retirement and broadthe appointment of a new director, effective January 1, 2021, as described in the pages that follow.

We continued our shareholder engagement efforts, highlighted by participation in five in-person and virtual investor conferences in 2020. In 2020, we had over 400 meetings or calls with more than 350 investors and research analysts at more than 200 firms, including the majority of our top 50 shareholders. The Board and management will continue to demonstrate that we are accountable to shareholders, and we will continue to seek to incorporate feedback to ensure we are acting in the best interests of our stakeholders.

We are proud to continue playing our part in mitigating the COVID-19 pandemic public health crisis.

PROPOSAL 1 — ELECTION OF DIRECTORS

WHO WE ARE

Director Skills, Experience, and Background

At Waters, we believe that tone for excellence and integrity is set at the top — with us, the Board. In this Proxy Statement, we highlight examples of skills and experiences that facilitateour strong oversight actions and the exceptional stature, accomplishments, and diversity amongst our members.

strategic direction for a leading global analytical instrument provider.

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

SOLICITATION

This Proxy Statement is being furnished by the Board of Directors (the “Board”) of Waters Corporation (“Waters” or the “Company”), in connection with the Board’s solicitation of proxies (each a “Proxy” and, collectively, “Proxies”), for use at the 2018 Annual Meeting of Stockholders (the “Meeting”) to be held on May 9, 2018 at 11:30 a.m., local time, at the Company’s headquarters located at 34 Maple Street, Milford, Massachusetts 01757. Solicitation of Proxies, which is being made by the Board, may be made through officers and regular employees of the Company by telephone or by oral communications with stockholders following the original solicitation. No additional compensation will be paid to officers or regular employees for such Proxy solicitation. The Company has retained Alliance Advisors, LLC to conduct a broker solicitation for a fee of $10,000, plus reasonableout-of-pocket expenses. Expenses incurred in connection with the solicitation of Proxies will be borne by the Company.

VOTING MATTERS

The representation in person or by Proxy of a majority of the outstanding shares of common stock of the Company, par value $.01 per share, entitled to vote at the Meeting is necessary to provide a quorum for the transaction of business at the Meeting. Shares can only be voted if a stockholder is present in person, has voted via the Internet or by telephone, or is represented by a properly signed Proxy. Each stockholder’s vote is very important. Whether or not you plan to attend the Meeting in person, please vote over the Internet or by telephone or sign and promptly return the Proxy card, which requires no additional postage if mailed in the United States. All signed and returned Proxies will be counted towards establishing a quorum for the Meeting, regardless of how the shares are voted.

Shares represented by Proxy will be voted in accordance with your instructions. You may specify how you want your shares to be voted by voting on the Internet, by telephone, or by marking the appropriate box on the Proxy card. If your Proxy card is signed and returned without specifying how you want your shares to be voted, your shares will be voted as recommended by the Board, or as the individuals named as Proxy holders deem advisable on all other matters as may properly come before the Meeting. The Proxy will be voted at the Meeting if the signer of the Proxy was a stockholder of record on March 15, 2018 (the “Record Date”).

Any stockholder voting by Proxy has the power to revoke the Proxy prior to its exercise either by voting by ballot at the Meeting, by executing a later-dated Proxy or by delivering a signed written notice of the revocation to the office of the Secretary of the Company at 34 Maple Street, Milford, Massachusetts 01757 before the Meeting begins.

Representatives of the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, are expected to be present at the Meeting. They will have the opportunity to make statements if they desire to do so and will be available to respond to appropriate questions.

As of the Record Date, there were 78,293,654 shares of common stock outstanding and entitled to vote at the Meeting. Each outstanding share of common stock is entitled to one vote. There are no cumulative voting rights. This Proxy Statement and form of Proxy is first being made available to the stockholders of record on or about March 29, 2018. A list of the stockholders entitled to vote at the Meeting will be available for inspection at the Meeting and for ten days prior to the Meeting at the Company’s headquarters for proper purposes relating to the Meeting.

Director since 1998

Director since 2006

Required Vote and Recommendation of the Board of Directors

With respect to the election of Directors of the Company, aA nominee for director shall be elected to the Board by a majority vote (i.e., the votes cast for such nominee must exceed the votes cast against such nominee), except that Directorsdirectors will be elected by plurality vote at any meeting of stockholdersshareholders for which the number of nominees exceeds the number of directors to be elected (a contested election). If an incumbent director fails to bere-elected by a majority vote when such a vote is required and offers to resign, and if that resignation is not accepted by the Board, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected, or his or her earlier resignation or removal. If an incumbent director’s resignation is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board. “Abstentions” and shares with respect to which a broker or representative does not vote on a particular matter because it does not have discretionary voting authority on that matter(so-called “brokernon-votes”) are counted as present for the purpose of determining whether a quorum is present. Abstentions and brokernon-votes will not be treated as sharesvotes cast with respect to any nominee and therefore will not have an effect on the determination of whether a nominee has been elected.

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP, or PwC, an independent registered public accounting firm, to audit the books, records and accounts of the Company for the fiscal year ending December 31, 2018. In accordance with a vote of the Audit Committee and as approved by the Board, this selection is being presented to the stockholders for ratification at the Meeting.

Required Vote and Recommendation of the Board of Directors

The affirmative vote of a majority of the shares present at the Meeting in person or represented by Proxy and entitled to vote is required to approve the proposal. Abstentions will be counted as present for the purpose of determining whether a quorum is present and will be treated as shares present and entitled to vote and therefore will have the effect of a vote against the proposal. Ratification by stockholders is not required. Brokerage firms may vote to ratify the appointment of PwC as it is a “discretionary” or “routine” item. If this Proposal 2 is not approved by the stockholders, the Audit Committee does not intend to change the appointment for fiscal year 2018, but will consider the stockholder vote in selecting an independent registered public accounting firm for fiscal year 2019.

Fees

The aggregate fees for the fiscal years ended December 31, 2017 and December 31, 2016 billed by PwC were as follows:

Audit Fees — consists of fees for the audit of the Company’s annual financial statements, statutory audits, review of the interim condensed consolidated financial statements included in quarterly reports, assistance with review of documents filed with the SEC, and services that are normally provided by PwC in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

Audit-Related Fees — consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, acquisition-related services, attest services not required by statute or regulation, and accounting consultations and reviews for various matters.

Tax-Related Fees — consists of fees for tax compliance and planning services. Tax compliance fees include fees for professional services related to international tax compliance and preparation. Tax planning fees consist primarily of fees including but not limited to, the impact of acquisitions, restructurings and changes in regulations.

All Other Fees — consists of fees for all permissible services other than those reported above.

The Audit Committeepre-approved 100% of the services listed under the preceding captions “Audit Fees,” “Audit-Related Fees,”“Tax-Related Fees” and “All Other Fees.” The Audit Committee’spre-approval policies and procedures are more fully described in its report set forth in this Proxy Statement.

Board/Director Independence

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

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

The Board has determined that each Director, other than Dr. Batra, the Company’s President and Chief Executive Officer, has no material relationship with the Company and otherwise qualifies as “independent” under these criteria and the applicable listing standards of the New York Stock Exchange.

HOW WE ARE EVALUATED

The Nominating and Corporate Governance Committee conducts an annual evaluation of the Board and each of its committees. In November 2020, the evaluation, in the form of a questionnaire, was circulated to all members of the Board and each committee. The Company’s General Counsel received all of the questionnaires, compiled the results, and circulated them to the Board and each committee for discussion and analysis during January 2021. It is the intention of the Nominating and Corporate Governance Committee to continue to engage in this process annually.

HOW WE GOVERN AND ARE GOVERNED

At Waters, we are dedicated to maintaining the highest standards of business integrity. Over nearly 60 years we’ve built a valuable reputation for integrity and continually take steps to reinforce that commitment. We believe that adherence to sound principles of corporate governance isare essential to protecting Waters’ reputation, assets, investor confidence, customer loyalty, and customer loyalty.

sustainability. Our Corporate Governance Guidelines can be found on our website atwww.waters.com and are available in print upon written request to the Company’sCompany, c/o Secretary, at our headquarters at 34 Maple Street, Milford, MassachusettsMA 01757. The Board’s corporate

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

✓Proxy Access

The Amended and Restated Bylaws of Waters Corporation, or Bylaws, permitAs described in the preceding section on how Directors are selected, the Company enables eligible shareholders to nominate director candidates via our proxy access for director nominations. Eligible stockholders with an ownership threshold of 3% who have held their shares for at least 3 years and who otherwise meet the requirements set forth inprocess as governed by our Bylaws may have their nominees (the greater of 20% or two nominees) included in our proxy materials. Up to 20 eligible stockholders may aggregate their holdings to reach the 3% ownership threshold.Bylaws.

✓    

Majority Approval Required for Director ElectionsVoting

If an incumbent director upThe Company’s bylaws (the “Bylaws”) provide forre-election at a meeting of stockholders fails to receive a majority of affirmative votesvoting for Directors in an uncontested election, the Board will adhere to the director resignation process as provided in our Bylaws.

✓    Independent Board and Committees

7 of our 8 director nominees (all directors except our Chief Executive Officer), and all memberselections. A further description of the Audit Committee, Compensation Committee, Finance Committee andCompany’s majority voting provisions can be found above.

Board Candidates

The Nominating and Corporate Governance Committee, are independent.

✓    Engaged in Strategy

Ourtogether with the Board, is engagedresponsible for assessing the appropriate skills, attributes, experiences, and diversity of background, including a candidate’s gender and ethnic and racial background, that we seek in advising and overseeingBoard members in the Company’s strategy and strategic priorities.

✓    Director Qualifications and Evaluations

All Directors meetcontext of the candidate qualifications in our Boardexisting composition of Directors Guidelines for Director Qualifications and Evaluations included in this proxy statement.

Board/Director Independence

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

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

The Board has determined that each Director, other than Dr. Batra, the Company’s President and Chief Executive Officer, has no material relationship with the Company and otherwise qualifies as “independent” under these criteria and the applicable listing standards of the New York Stock Exchange.

HOW WE ARE EVALUATED

The Nominating and Corporate Governance Committee is responsible for identifying and recommending to the Board, candidates qualified for membership, and to review the company’s Corporate Governance providing advice and recommendations on corporate governance matters.

✓    Enterprise Risk Management

We haveconducts an Enterprise Risk Management Program to identify, assess, manage, report and monitor enterprise risk and areas that may affect our ability to achieve our objectives.

Board of Directors Corporate Governance

Annual Evaluation

During 2017, the Nominating and Corporate Governance Committee of the Board conducted its annual evaluation of the Board and each of its committees. TheIn November 2020, the evaluation, in the form of a questionnaire, was circulated to all members of the Board and each committee in November 2017.committee. The Company’s General Counsel received all of the questionnaires, compiled the results, and circulated them to the Board and each committee for discussion and analysis during January 2018.2021. It is the intention of the Nominating and Corporate Governance Committee to continue to engage in this process annually.

stockholders at our 2017 Annual Meeting of Stockholders. The parameters of our proxy access bylaw reflect our consideration of the input of the stockholders who responded to our outreach initiatives regarding the features of proxy access that will best align the Company’s interests with those of our stockholders, as well our review of prevailing market practice. On this basis we believe that the proxy access bylaw adopted by the Board strikes an appropriate balance between providing meaningful proxy access for our stockholders and limiting the potential for abuse.

Board/Director Independence

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

We also believe in sound principles of board governance — how we govern ourselves sets the nametone for how our company is governed more generally. Our board governance practices include:

✓    Proxy Access

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

✓    Majority Approval Required for Director Elections

If an incumbent Director up for re-election at a meeting of shareholders fails to receive a majority of affirmative votes in an uncontested election, the Board will adhere to the director resignation process as provided in our Bylaws.

✓    Independent Board and return addressCommittees

All Directors except our President and Chief Executive Officer, and all members of the stockholder,Audit Committee, Compensation Committee, Finance Committee, Nominating and Corporate Governance Committee, and Science and Technology Committee are independent.

✓    Engaged in Strategy

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

✓    Director Qualifications and Evaluations

All independent Directors meet the candidate qualifications set forth in our Guidelines and as summarized in the following sections of this Proxy Statement: “— How We Are Selected and Elected — Board Candidates” and “— How We Are Selected and Elected — Board/Director Independence”.

✓    Regular Executive Sessions of Independent Directors

Our independent Directors meet privately on a regular basis. Our Chairman presides at such meetings.

✓    Stock Ownership Requirements

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

✓    Enterprise Risk Management

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

✓    Human Capital Management

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

Related Party Transactions Policy

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

Pursuant to the policy, the General Counsel is responsible for identifying potential Interested Transactions and determining whether a proposed transaction is an Interested Transaction and accordingly, reportable to the Nominating and Corporate Governance Committee for consideration at its next regularly scheduled meeting. The Nominating and Corporate Governance Committee will review the material facts of all Interested Transactions and report its recommendations to the Board which will either approve or disapprove the Interested Transaction.

The Nominating and Corporate Governance Committee and the Board have reviewed and determined that certain categories of Interested Transactions are deemed to be pre-approved or ratified (as applicable) by the Board under the terms of the policy. These are: (a) the employment and compensation arrangements of named executive officers required to be reported in the Company’s proxy statement; (b) Director compensation required

to be reported in the Company’s proxy statement; (c) ordinary course charitable contributions periodically reviewed by the Compensation Committee of the Board; and (d) ordinary course business transactions conducted on an “arm’s length” basis with Polaris, Inc. (of which Mr. Hendrickson is a director) or Galderma S.A. (of which Dr. Ornskov is Chief Executive Officer).

In addition, Senior Vice President, General Counsel, and Secretary Ms. Keeley A. Aleman’s husband, Mr. Patrick Maiella, is a current employee of the Company. Mr. Maiella received approximately $150,000 in compensation from the Company during 2020. He also participated in our employee benefit plans on the same basis as other similarly situated employees in 2020.

Stock Ownership Guidelines

In order to closely align Directors’ and executive officers’ interests with those of the Company’s shareholders, the Company has minimum stock ownership guidelines for its executive officers and non-employee Directors. These guidelines require the accumulation by anyone who holds the Chief Executive Officer position of common stock equal to five times his or her base salary over a three-year period and the accumulation by our other executive officers of common stock equal to two times their base salary over a five-year period. The stock ownership guidelines for non-employee Directors require the accumulation of a minimum of five times the annual cash Board retainer over a five-year period.

If an executive officer or Director shall become non-compliant with the guidelines, he or she will have a period of twelve months to regain compliance with the guidelines. If, after such twelve-month period, the executive officer or Director remains non-compliant, then, 50% of the net after-tax profit from any subsequent stock option exercise must be retained in shares of common stock until compliance with the guidelines is achieved. Exceptions to these stock ownership guidelines may be considered by the Compensation Committee. For purposes of these guidelines, in addition to any direct ownership of shares of common stock by an executive officer or Director, any shares of restricted stock and vested “in-the-money” stock options granted by the Company to such executives or Directors to whomapply toward the contact is addressed and the nature or subject mattersatisfaction of the contact. guidelines.

All communications will be sent directlyof our currently employed named executive officers and current Directors have satisfied the requirements of the ownership guidelines, except for Dr. Batra, who joined the Company in September 2020, Mr. Pratt, who joined the Company in September 2019, and Dr. Huang, who was appointed to the appropriate Board member.effective as of January 1, 2021, who have until 2023, 2024 and 2026, respectively, to meet the requirements of the ownership guidelines.

Risk OversightGuidelines and Code of Conduct

The Board has adopted the Guidelines, a Global Code of Business Conduct and Ethics for employees, executive officers, and Directors, and a Global Complaint Reporting Policy, the Company’s “whistleblower” policy, regarding the treatment of potential legal and compliance concerns, including those relating to accounting, internal accounting controls, and auditing matters. All of these documents are available on the Company’s website at http://www.waters.com under the caption “Corporate Governance” and copies may be obtained, without charge, upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757.

Policy Against Hedging

In 2013, the Board adopted a policy prohibiting Directors, executive officers, and certain key employees designated by the Company based on their access to material non-public information from making short sales of Company stock or trading in options on Company stock and purchasing financial instruments, including prepaid variable forward contracts, equity swaps, collars, or units of exchange funds, that are designed to hedge or offset any decrease in market value of equity securities of the Company. This prohibition does not apply to any bona fide pledge of equity securities of the Company not made for the purpose of hedging.

Risk Oversight

Board’s Role in Risk Oversight Generally

Included in the Company’s Annual Report on Form10-K for the year ended December 31, 20172020 (the “Annual Report”) are the risk factors affecting the Company which are periodically reviewed by the Board and the Audit Committee and updated or expanded as warranted. The Board is responsible for overseeing the management and operations of the Company, including its risk assessment and risk management functions. The Board has delegated responsibility to reviewing the Company’s policy with respect to risk assessment and management to the Audit Committee.

Additionally, the Company has an Enterprise Risk Management programenterprise risk management framework under the directionoversight of the

registered public accounting firm, PwC,PricewaterhouseCoopers LLP (“PwC”), and provides oversight with respect to accounting and financial reporting and audit functions. The Audit Committee meets the definition of “Audit Committee” as defined in Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee engages the independent registered public accounting firm, and performs certain other

Report of the Audit Committee of the Board of DirectorsREPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Waters specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

During 20172020, the Audit Committee of the Board, in conjunction with management and PricewaterhouseCoopers LLP, or PwC, the Company’s independent registered public accounting firm, focused on the following items:

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

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

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

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

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

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

HOW TO COMMUNICATE WITH US

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

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

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

The Audit Committee of the Board has selected PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the books, records, and accounts of the Company for the fiscal year ending December 31, 2020. In accordance with a vote of the Audit Committee and as approved by the Board, this selection is being presented to the shareholders for ratification at the Annual Meeting. A representative of PwC is expected to be present at the Annual Meeting to respond to appropriate questions and will be given the opportunity to make a statement if the representative desires to do so.

Fees

The aggregate fees for the fiscal years ended December 31, 2020 and 2019 billed by PwC were as follows:

Required Vote and Recommendation of the Board of Directors

Approval of the proposal requires a majority of the votes cast in person or by Proxy by the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present, but will not be treated as votes cast with respect to the proposal and therefore will not have an effect on the determination of whether the proposal has been approved. Ratification by shareholders is not required. Brokerage firms may vote to ratify the appointment of PwC as it is a “discretionary” or “routine” item. If this Proposal 2 is not approved by the shareholders, the Audit Committee does not intend to change the appointment for fiscal year 2021 but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2022.

PROPOSAL 3 — NON-BINDING VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the shareholders of Waters are entitled to cast a non-binding vote at the Annual Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement. Pursuant to the Dodd-Frank Act, the shareholder vote is an advisory vote, only, and is not binding on Waters or the Board. Shareholders have elected to conduct this vote annually.

Although the vote is non-binding, the Compensation Committee and the Board value your opinions and will consider the outcome of the vote in establishing and evaluating the Company’s executive compensation program and making future compensation decisions.

As described more fully in the Compensation Discussion and Analysis, the Summary Compensation Table, and the other tables following the Summary Compensation Table, we believe the Company’s named executive officers are compensated in a manner consistent with our business strategy, competitive practice, and sound compensation governance principles, and with a focus on short- and long-term performance-based compensation.

Please refer to the section “— Compensation Discussion and Analysis” for a full description of our executive compensation practices and programs.

We are requesting your non-binding vote on the following resolution:

“RESOLVED, that the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and in the Summary Compensation Table and subsequent tables is approved.”

Required Vote and Recommendation of the Board of Directors

Approval, on an advisory basis, of the proposal requires a majority of the votes cast in person or by Proxy by the shareholders entitled to vote thereon. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present, but will not be treated as votes cast with respect to the proposal and therefore will not have an effect on the determination of whether the proposal has been approved on an advisory basis. If you own shares through a bank, broker, or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Waters also continued its investment in its new precision chemistry technology and manufacturing center in Taunton, Massachusetts, which will create even greater strategic differentiation in our chemistry business through a “center of excellence” that will enable sustainable growth in customer demand, enhanced innovation capability, and ongoing operational efficiency gains.

Over the longer term, Waters has delivered value to shareholders. While our shareholders experienced modest returns in 2020, with our stock price up 6% for the year, for the three-, five- and ten-year periods ending on December 31, 2020, our stock yielded a 28%, 84% and 218% return on an investment made on December 31, 2017, December 31, 2015, or December 31, 2010, respectively.

The following graph compares the cumulative total return on $100 invested as of December 31, 2015 through December 31, 2020 in the Company’s common stock, the NYSE Market Index, the SIC Code 3826 Index, and the S&P 500 Index.

OverviewOur Named Executive Officers

This Compensation Discussion and Analysis discusses the compensation programs forawarded to, earned by, or paid to our named executive officers.officers for 2020. Our named executive officers (“NEOs”) for fiscal year 20172020 were as follows:

On January 9, 2017,September 1, 2020, Dr. Batra was appointed President and CEO of the Company, replacing Mr. O’Connell, who transitioned from such position on that same date and served as a Senior Advisor until December 31, 2020. On December 31, 2020, Ms. Buck joinedstepped down from her role as Senior Vice President and CFO, with Michael Silveira assuming the role of Interim CFO, effective January 1, 2021.

EXECUTIVE SUMMARY

2020 Pay Program

This year’s Summary Compensation Table reflects the challenges and changes faced by the Company in 2020. Our former President and CEO, Mr. O’Connell, took a 40% salary reduction for a three-month period in 2020 (April – July) and our other executive officers took a 30% salary reduction for the same period as part of the cost reduction initiatives made throughout the Company in response to the COVID-19 pandemic. As part of these cost reduction initiatives, the Company temporarily suspended the matching contribution to the Waters Employee Investment Plan (the “401(k) Plan”) and the Waters 401(k) Restoration Plan (the “401(k) Restoration Plan”) from May 2020 through the end of the year. The Company also reset the targets under the Company’s AIP, which is the Company’s bonus plan in which the named executive officers, other executives and key

employees of the Company participate. These targets were originally set before the impact of the COVID-19 pandemic became apparent and became incapable of being met given the significant change in economic conditions created by the pandemic, especially in the beginning half of 2020, as discussed above. As part of the AIP reset, actual payouts under the plan would be reduced by 50% because the reset was made mid-year in order to drive second-half performance, which resulted in an overall payout cap of 100% of target payout for 2020 under the AIP. In the second half of the year, we welcomed a new President and CEO, Dr. Udit Batra, and our CFO, Sherry Buck, resigned from the Company, effective at the end of the year. Despite these short-term challenges and changes, our compensation philosophy and our commitment to pay-for-performance remain consistent.

2020 CEO Pay Program Design

The 2020 pay program is primarily equity-oriented and at-risk. As noted above, our current CEO, Dr. Batra, started in September 2020 and his annualized 2020 pay was approximately:

*Based on the grant date fair value of equity awards and determined by annualizing his base salary and target annual incentives as if he were employed for the full year.

Changes to the Executive Team

Waters had three significant changes in leadership in 2020 and into early 2021, as Dr. Batra succeeded Mr. O’Connell as President and CEO of the Company, effective September 1, 2020, Ms. Buck resigned from her role as Senior Vice President and Chief Financial Officer, effective December 31, 2020 and Mr. Cassis resignedSilveira was appointed Interim Chief Financial Officer, effective January 1, 2021.

2020 Pay Program Outcomes

Although we delivered modest performance to shareholders in 2020, demonstrated through a total shareholder return (“TSR”) of 6%, 2020 was a challenging year for the Company. As discussed above, as difficult conditions around the globe materialized early in 2020 as a result of the COVID-19 pandemic, we remained cognizant of the ongoing variability we face in our end markets. Early in the year, it was evident that the original performance goals for our AIP were incapable of being met due to the ongoing impact of the COVID-19 pandemic on our business. To continue to maintain an annual bonus program that was tied to the achievement of performance goals that would serve as a meaningful incentive to our employees, the Compensation Committee reset the performance goals for our AIP around mid-year. The decision to reset AIP performance goals was based on three key factors:

The Company finished the year with a strong fourth quarter, with revenues for the fourth quarter up 10% on a GAAP basis and up 7% on a non-GAAP basis and net income for the fourth quarter up 9% as reported and up 11% on a non-GAAP basis, in each case, as compared to the fourth quarter of 2019. A reconciliation of our Generally Accepted Accounting Principles (GAAP) to Non-GAAP items can be found on our website. Based on these strong results, the named executive officers received a payout of 79% of their respective target payouts under the AIP based on corporate performance, before the individual modifier was applied, as further detailed below.

Our 2017-2020 LTI award, based on relative TSR, completed its three-year performance measurement period on December 31, 2020. Our performance over the period yielded a 26% payout on PSUs granted in December 2017. The Compensation Committee did not make any changes to any LTI awards or the performance goals under them in 2020. Further details on each of these programs, and their 2020 outcomes, are described below.

Shareholder Engagement and Changes in the 2020 Pay Program

As detailed further below, the Company engaged with shareholders in 2019 to discuss, among other topics, executive compensation program design. Following our say-on-pay vote support level of approximately 80% received in 2019, we sought to understand the shareholders’ viewpoints regarding our executive compensation program, and to understand changes that shareholders would appreciate in our executive compensation program. Executive compensation is also regularly discussed as part of our ongoing investor outreach. In 2019, management had specific discussions with certain shareholders regarding executive compensation design. The insight and views shared with us by these shareholders were considered as we made design changes to our 2020 incentive programs, which are summarized below. In 2020, approximately 86% of shares voted in favor of our say-on-pay proposal, which we believe reflects shareholders’ support of the changes made to our executive compensation program.

Adjustments for our 2020 compensation program include:

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

2020 EXECUTIVE COMPENSATION PROGRAM

2020 Compensation Program Reviews

In 2019, the Compensation Committee conducted a comprehensive review of our current incentive programs (both the AIP and the LTI program), which led to changes in the timing of the executive review process, as well as core program design changes, for 2020 as described above. The Compensation Committee historically granted LTI awards to our executives in December and did so in December 2018. During 2019, the Compensation Committee decided to change the timing of annual LTI awards to our executives and to move the grant dates to the beginning of each calendar year. This change allows the Compensation Committee to consider full prior-year results in making pay decisions and aligns the timing of executive performance review practices and grant timing with that of non-executive employees. As a result, annual LTI awards were not made in December 2019, but were instead made in February 2020. The timing of the approval for annual base salary increases was also changed from his positionthe December Compensation Committee to the February Compensation Committee meeting to consider full prior-year results in making pay decisions and to align with non-executive performance review practices of the Company.

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

Changes to the annual incentive program, effective beginning in 2020, include changing a key performance metric from non-GAAP EPS to non-GAAP net income, adjusting the weighting of each performance metric, modifying the threshold and maximum performance levels as a percentage of target payout, and adding an individual modifier to distinguish an individual’s contribution to the overall results. Changes to the LTI program include increasing the weighting of PSUs from 30% to 50% of the overall LTI award value and adding a three-year non-GAAP constant-currency revenue growth metric to PSU grants in addition to the existing relative TSR metric. Stock options will continue to be utilized; however, they will generally represent 50% of the overall LTI award value, which has been reduced from our previous weighting of 70%. For purposes of this Compensation Discussion and Analysis, the value and weighting of LTI awards is determined based on the grant date fair value of the awards, assuming target performance for PSUs.

We believe our updated incentive programs, which were effective beginning in 2020, align with our business strategy and support our key priorities of growth and innovation, and that the combination of the revised annual incentive program and LTI program will keep the Company focused on short-term goals, while driving us to deliver sustained, long-term value creation to our shareholders. Please see the detailed description of the changes made to each incentive program in the respective sections below.

Pay Mix

Consistent with our performance-based compensation philosophy, variable, performance-based compensation comprises a substantial portion of the target total direct compensation (base salary, target annual incentive award, and grant date value of the LTI equity incentive awards) for our named executive officers. For 2020, we have included 2020 annualized base salary, 2020 annualized target annual incentive award and Dr. Batra’s September 2020 LTI awards in the CEO pay mix calculations in the charts below in order to present what we believe to fairly represent what target total direct compensation would have been if Dr. Batra had been employed for the full year. For all other NEOs (other than Mr. O’Connell), we have included target total direct compensation for 2020 (base salary, annual incentive award and grant date value of LTI awards). We have excluded Mr. O’Connell from these calculations because he was not serving as an executive officer at the end of 2020. Our 2020 performance-based compensation (target annual incentive award and grant date value of long-term equity incentives, as applicable and adjusted as described above) represented approximately 52% of the target total direct compensation for Dr. Batra and approximately 78% for all other named executive officers as a group (excluding Mr. O’Connell). The pay mix for Dr. Batra and all other named executive officers is relatively consistent with the Company’s industry peer group described below.

2020 Key Business Priorities and Connection to our Executive Compensation Program

The chart below illustrates the key performance metrics in our executive compensation program and how Waters performed against these metrics during 2020 (and 2019 and 2018, in the case of PSUs).

*Use of Non-GAAP Financial Metrics in our Executive Compensation Program

The Company generally uses non-GAAP financial metrics to facilitate financial and operational decision-making, evaluate historical operating results, make comparisons to competitors’ operating results and determine management incentive compensation.

A reconciliation of GAAP to non-GAAP net income can be found in the Form 8-K dated February 2, 2021 that contained the Company’s results of operations for the quarter and year ended December 31, 2020, which is on the Company’s website at http://www.waters.com under the caption “Investors.” Copies may be obtained, without charge, upon written request to the Company, c/o Senior Director, Investor Relations, at 34 Maple Street, Milford, MA 01757 or at investor_relations@waters.com.

Dr. Batra’s New Hire Compensation

Dr. Udit Batra was appointed to serve as the Company’s Chief Financial OfficerPresident and transitionedCEO effective September 1, 2020. Dr. Batra’s compensation was set by the Compensation Committee consistent with the Company’s executive compensation philosophy and after reviewing competitive market data provided by Pearl Meyer. The Company entered into an employment agreement with Dr. Batra that provides for an annual base salary of $1,000,000 and an annual target bonus opportunity of 125% of his annual base salary.

On September 1, 2020 Dr. Batra received an LTI award with a grant date value of approximately $5,000,000, approximately 50% which was delivered in stock options and approximately 50% of which was delivered in RSUs. These new hire LTI awards were intended to compensate Dr. Batra for a seniorportion of the equity awards from his prior employer that he forfeited as a result of joining Waters. The new hire stock option grants vest 20% each year on the first five anniversaries of the date of grant and the RSU grants vest as to one-third of the awards each year on each of the first three anniversaries of the date of grant, generally subject to Dr. Batra’s continued employment through the applicable vesting date. For 2021, Dr. Batra received the same performance-based LTI vehicle mix as our other executives.

The employment agreement also provides that Dr. Batra will be entitled to reimbursement of up to $35,000 in legal and other professional advisor role. Mr. Cassis retired fromfees in connection with the negotiation of the agreement.

Under his employment agreement, if Dr. Batra’s employment is terminated by the Company effective March 9, 2018. Although Mr. Cassis ceasedother than for cause (as defined in the agreement) or if he resigns for good reason (as defined in the agreement), he will be entitled to serve as Chief Financial Officerreceive the severance benefits described in January 2017,the “— Payments Upon Termination or Change of Control” section of this Proxy Statement. The Company has also entered into a Change of Control/Severance Agreement with Dr. Batra, pursuant to which he is included aswill be entitled to certain benefits in connection with a named executive officertermination without cause (as defined in this discussion andagreement) or for good reason (as defined in this agreement), as described in the accompanying tables pursuant to SEC rules.“— Payments Upon Termination or Change of Control” section of this Proxy Statement.

Executive Summary

SHAREHOLDER OUTREACH PROGRAM

Shareholder Outreach and Say-on-Pay

The Compensation Committee values the opinions of our shareholders and considers the outcome of our annual Say-on-Pay shareholder vote in determining the structure of our executive compensation program, as well as in making future compensation decisions. Waters has historically received annual support for our executive compensation program. Shares voted in favor of our executive compensation program in 2019 and 2020 were approximately 80% and 86%, respectively. The Compensation Committee has made changes to our executive compensation program over the past three years based in part on shareholder feedback, as described in further detail below.

Listening to Our Shareholders

Our shareholders continue to have favorable views of many of the aspects of our executive compensation program, including our emphasis on performance-based compensation and the strength of our performance goals. Our shareholders have also provided constructive feedback to the Company in certain areas of our executive compensation program. In 2019, the Company had discussions with interested shareholders regarding executive compensation design. The insight and views shared with us by these shareholders were considered as we made design changes to our 2020 incentive programs. Key changes made to our executive compensation program in response to shareholder feedback include:

COMPENSATION PHILOSOPHY, GOVERNANCE, AND PAY PRACTICES

Philosophy and Objectives of Waters’ Executive Compensation Program

Waters’ executive compensation program is intended to be both performance-based and market competitive,market-competitive, with an emphasis on short- and long-term variable performance-based compensation. The objectives of the Company’s executive compensation program are as follows:

The Company’s executive compensation program is designed to motivate and reward executives for sustained high levels of achievement of the Company’s financial and operating objectives. In conjunction with our objective to emphasizephilosophy of emphasizing performance-based compensation, base salaries are generally targeted at or below the market median for similarly situated executives in comparable companies,(determined as described below), with actual base salaries varying based on the performance, tenure, experience, and contributions of the executive officer. Annualofficer, and target annual incentive target awards are positioned to be at or slightly above the market median, andwith annual performance targets representbased on challenging operational and financial goals. In the aggregate, these two annual compensation components provide a target total cash compensation opportunity that approximates the median of the market. We believe that the structure of our total

annual cash compensation effectively aligns our executives’ interests with stockholders’ intereststhose of our shareholders’ by placing an appropriate emphasis on the achievement of annual financial and operating objectives. In order to continue this alignment, the Compensation Committee reset the performance goals under the AIP for 2020 to incentivize and drive performance despite the volatility created by the global COVID-19 pandemic.

For longer-term alignment of the interests of our executives and stockholders,shareholders, the Company grants annual long-term equity incentiveLTI awards to executives, generally consisting of stock options and performance stock units (“PSUs”).PSUs. The Company also grants RSUs from time to time, generally in connection with promotions and for new hires. Stock options provide value to the executive only if the Company’s stock price increases over time and PSUs will only vestbe earned and be