April 13, 2023

Dear Shareholders,

We are proud of the progress we made throughout the year to energize innovation in our pipeline and regain our commercial momentum. The efforts and dedication of the global Waters team is at the core of our industry leading results, and we are thankful for their focus on our customers and hard work to leave the world better than we found it.

Our Board is focused on the continued evolution of our company and governance practices to ensure we remain well positioned to execute on the next phase of growth. In 2022, the Board prioritized strategic oversight of commercial execution, ongoing board refreshment and succession planning, and continued progress on our 2025 Sustainability initiatives.

April 1, 202113, 2023

Dear Shareholders,

Health is always essentialThank you for continuing 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 isbe 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 corepart 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 ourjourney. We made significant 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,leadership, revitalizing our innovation, and aligningdefining our long-term strategy. We could not have achieved this without the dedication of our more than 8,200 employees globally.

After a very strong 2021, Waters achieved revenue growth of 7% as reported and 12% on a constant currency basis¹ in 2022, with an adjusted operating margin of 30.2%. Waters’ shareholders continued to benefit from our continued top-quartile total shareholder returns in 2022, which outperformed the broader market and Waters’ life science tools peers in a year of negative equity market performance. We continued to drive innovation particularly in our mass spectrometry portfolio. We also earned recognition for our environmental, social and governance efforts, with a top score on the Human Rights Campaign Corporate Equality Index and recently ranked in the Top 5 on Barron’s Most Sustainable Companies List.

At our core, we use science to improve human health and well-being. We enable scientists to make sure medicines and vaccines are safe, our food and water is pure, our car batteries don’t catch fire and the materials used in products contribute to a sustainable future. We do this through continuing to strengthen our relationships with our customers, who trust our simple, yet powerful analytical instruments and informatics to produce compliant data for regulators.

We are proud of the consistent growth delivered over the past three years. We experienced an 8.5% 3-year constant currency revenue CAGR, driven by strong execution that is broad-based across our portfolio, geographies, and end markets.

We regained commercial momentum in part from our commercial initiatives since 2019, in which we:

We strengthened our leadership, refreshing the Board with outstanding leadership experience and expertise as well as investing in diversity and training. We are proud to share that two-thirds of our Executive Team is diverse by gender or ethnicity and 34% of Senior Directors and above are women, an all-time high for Waters.

We revitalized innovation through new product introductions especially in our mass spectrometry portfolio, including Xevo^™ TQ Absolute MS for PFAS testing and clinical diagnostics, Xevo^™ G3 QToF, MaxPeak^™ Premier Columns, TA Instruments^™ Rheometer Tooling and Software, and twowaters_connect^™ Lab Informatics Platform applications.

Finally, we continued to increase our focus on our long-term strategy in high growth areas.market segments, both organically and through collaborations with partners who have similar goals. After previously investing in Megadalton Solutions, in early 2022 we acquired their technology to apply charge detection mass spectrometry to cell and gene therapy. We havealso opened the Immerse Delaware laboratory at The University of Delaware and established the ASEAN Academy for Bioanalysis to provide scientists and researchers the latest analytical instruments and software from Waters for developing next-generation methods for new applications.

We entered 2023 with a lot of excitement – we have already launched important work underway,new products including the next-generation Alliance^™ iS High Performance Liquid Chromatography (HPLC) System and I am confidentannounced our agreement to acquire laser light scattering pioneer, Wyatt Technology. We look forward to welcoming Wyatt to the Waters family and sharing updates with you throughout the year as we will drive value forintegrate our shareholders.businesses and bring new solutions to our customers.

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

Certain of the statements in this Proxy Statement may contain “forward-looking” statements regarding future results and events. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”, “appears”, “estimates”, “projects” and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. The Company’s actual future results may differ significantly from the results discussed in the forward-looking statements within this Proxy Statement for a variety of reasons, including and without limitation, the factors discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), as updated by the Company’s future filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements included in this Proxy Statement represent the Company’s estimates or views as of the date of this Proxy Statement and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this Proxy Statement. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.

The Company is providing its website address in this Proxy Statement solely for the information of investors. The Company does not intend the address to be an active link or to otherwise incorporate the contents of the website, including any reports that are noted in this Proxy Statement as being posted on the website, into this Proxy Statement or into any of our other filings with the SEC.

WATERS CORPORATION AT A GLANCE

WHAT 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. OurWith operations in 35 countries, our 14 manufacturing facilities and more than 7,4008,200 employees provide products and services to 40,000 customers in over 100 countries via our operations in 35 countries. We generated revenue of $2.4$3.0 billion in 20202022 with a market capitalization of approximately $15$20.4 billion as of December 31, 2020.2022.

WHAT MAKES US UNUSUALESG AND SUSTAINABLESHAREHOLDER ENGAGEMENT AT WATERS

We commit to leave the world a better place

We invest in our people

We invest in research

We invest in our operations

We invest in our communities and the planet

1

We have a goalinvest in our community

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 (the “Chairman”) and Chief Executive Officer (the “CEO”) positions. During 2020, we continued our steady board refreshment with both a director retirement and the 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.

Our Board possesses a deep

Director Experience and broad set of skills and experiences that facilitate strong oversight and strategic direction for a leading global analytical instrument provider.Skills Matrix

5

6

HOW WE ARE SELECTED AND ELECTED

Nine Directors are to be elected at the Annual Meeting, each to hold office until his or her successor is elected and qualified or until his or her earlier resignation, death or removal. It is intended that the Proxies in the form included with this Proxy Statement will be voted for the nominees set forth belowabove unless shareholders specify to the contrary in their Proxies or specifically abstain from voting on this matter.

Majority Voting

The Company’s bylaws (the “Bylaws”) provide for majority voting for Directors in uncontested elections. A further description of the Company’s majority voting provisions can be found above.

Board Candidates

The Nominating and Corporate Governance Committee, together with the Board, is responsible 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 Board members in the context of the existing composition of the Board.

The Nominating and Corporate Governance Committee believes that candidates for service as a Director of the Company should meet certain minimum qualifications. Although the Board has not adopted a formal policy with respect to diversity, inThe Company’s Corporate Governance Guidelines (the “Guidelines”) and Nominating and Corporate Governance Committee Charter (the “NGC Charter”) clarify that when assessing candidates for Director, the Nominating and Corporate Governance Committee considers candidates’ skills, experience, and diversity (such as, and including but not limited to, diversity of attributes, experiences, skills,gender, race/ethnicity, age, geographic location, and backgrounds, including a candidate’s gender and ethnic and racial background,nationality), and seeks individuals who are highly accomplished in their respective fields, with superior educational and professional credentials. Candidates should satisfy the Company’s independence criteria, which are part of its Corporate Governance Guidelines (the “Guidelines”) and summarized below, and follow the applicable listing standards of the New York Stock Exchange.

The Company has a process for identifying and selecting candidates for Board membership. Initially, the Chairman, the President and Chief Executive Officer (“CEO”), the Nominating and Corporate Governance Committee, or other Board members identify a need either to expand the Board with a new member possessing certain specific characteristics or to fill a vacancy on the Board. A search is then undertaken by the Nominating and Corporate Governance Committee, working with recommendations and input from Board members, members of senior management, professional contacts, external advisors, nominations by shareholders, and/or the retention of a professional search firm, if necessary. Any shareholder wishing to propose a nominee should follow the process described in the Bylaws to submit the candidate’s name and appropriate biographical information to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757. In addition to satisfying the requirements of the Bylaws, to comply with the SEC’s universal proxy rules, any shareholder intending to solicit proxies in support of a nominee other than the Company’s nominees must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

An initial slate of candidates is identified that will satisfy the criteria for Board membership and is presented to the Nominating and Corporate Governance Committee for review. Upon review by the Nominating and Corporate Governance Committee, a series of interviews of one or more candidates is conducted by the Chairman, the President and Chief Executive Officer,CEO, and at least one member of the Nominating and Corporate Governance Committee. During this process, the full Board is informally apprised of the status of the search and its input is solicited.

Upon identification of a final candidate, the entire Nominating and Corporate Governance Committee will meet to consider the credentials of the candidate and thereafter, if approved, will submit the candidate for approval by the full Board.

12

Proxy Access

The Board has adopted a proxy access bylaw provision that allows eligible shareholders or groups of up to 20 shareholders who have held at least 3% of our common stock continuously for three years to nominate up to two individuals or 20% of the Board, whichever is greater, for election at our annual shareholder meeting, and to have those individuals included in our proxy materials for that meeting.

HOW WE GOVERN AND ARE GOVERNED

At Waters, we believe that sound principles of corporate governance are essential to protecting Waters’ reputation, assets, investor confidence, customer loyalty, and sustainability. Our Guidelines can be found on our website at www.waters.com and are available in print upon written request to the Company, c/o Secretary, at 34 Maple Street, Milford, MA 01757.

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

confidential reporting tool to report concerns. All of thesethe foregoing documents are available on the Company’s website at http:https://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. The Waters Ethics Helpline may be accessed at https://waters.ethicspoint.com/.

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.

HOW WE ARE ORGANIZED

Board Leadership Structure

As stated in the Company’s Guidelines, the Board has no set policy with respect to the separation of the offices of Chairman and Chief Executive Officer. From January 2018 until March 2020, Christopher J. O’ConnellCEO. In 2022, Dr. Batra served as President and Chief Executive OfficerCEO of the Company and Dr. Flemming Ornskov served as Chairman of the Board. In March 2020, the roles of Chairman and Chief Executive Officer were separated and Dr. Flemming Ornskov became Chairman ofWhile no written policy currently exists, the Board a role in which he continues to serve. The Board continues to believebelieves that separating the offices of Chairman and Chief Executive OfficerCEO facilitates an appropriate balance between strong and consistent leadership and independent and effective oversight of the Company’s business by the Board.

The Company encourages Director attendance at annual shareholder meetings but does not have a formal policy requiring attendance. All Directors attended the 20202022 annual meeting of shareholders.

Audit Committee

The Audit Committee which as of the date of the Annual Meeting,currently consists of Ms. Linda Baddour (Chair), Dr. Michael J. Berendt,Mr. Dan Brennan and Mr. Gary E. Hendrickson,Richard Fearon. Effective March 27, 2023, Mr. Fearon replaced Mr. Edward Conard, who is not standing for re-election at the Annual Meeting. The Audit Committee oversees the activities of the Company’s independent

Committee’s functions, is available on the Company’s website at http:https://www.waters.com under the caption “Corporate Governance.” Each member of the Nominating and Corporate Governance Committee is independent under the applicable listing standards of the New York Stock Exchange and the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

Science and Technology Committee

The Science and Technology Committee which currently consists of Dr. Pearl S. Huang (Chair), Dr. Michael J. Berendt, and Mr. Wei Jiang, Mr. Christopher A. Kuebler, and Mr. Mark P. Vergnano. In connection with his appointment to the Compensation Committee, effective as of the date of the Annual Meeting, Mr. Vergnano will no longer serve on the Science and Technology Committee. The Science and Technology Committee reviews current and emerging scientific technologies applicable to the Company’s business. Among other things, it reviews scientific technology strategies and potential investments both internally and externally and provides updates to the Board. Each member of the Science and Technology Committee is independent under the Company’s independence criteria, which are summarized under the section “— How We Are Selected and Elected — Board/Director Independence.”

The Audit Committee held eight6 (six) meetings during the fiscal year ended December 31, 2020.2022. The Audit Committee reviewed on a quarterly basis, with members of the Company’s management team, the Company’s quarterly and annual financial results prior to the release of earnings and the filing of the Company’s quarterly and annual financial statements with the SEC. The Board has determined that each of the fourthree current members of the Audit Committee — Ms. Baddour (Chair), Mr. Dan Brennan and Mr. Richard Fearon — as well as the signatories of the audit committee report as of February 22, 2021 — Ms. Reed (Chair), Ms. Baddour, Dr. Berendt, and Mr. Hendrickson —17, 2023, is an “audit committee financial expert” as defined under the applicable rules and regulations of the SEC and has “accounting or related financial management expertise” within the meaning of the New York Stock Exchange rules. Company management has primary responsibility for the financial statements and reporting processes. The Company’s independent registered public accounting firm, PwC, audits the annual financial statements and is responsible for expressing an opinion on their conformity with generally accepted accounting principles.principles (“GAAP”).

The Audit Committee has adopted the following guidelines regarding the engagement of PwC to perform non-audit services for the Company:

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

TheIn 2022, the Compensation Committee currently consistsconsisted of Mr. Christopher A. Kuebler (Chair), Mr. Edward Conard Mr. Gary E. Hendrickson, and Dr. Flemming Ornskov. During 2020,2022, no member of the Compensation Committee was an officer or employee of the Company or served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the Company’s Board or its Compensation Committee and no executive officer of the Company served on the compensation committee or board of directors of any entity that has one or more executive officers serving on the Company’s Board or Compensation Committee.

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, 2020.2023. 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, 20202022 and 20192021 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 Committee pre-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’s pre-approval policies and procedures are more fully described in its report set forth in this Proxy Statement.

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 20212023, but will consider the shareholder vote in selecting an independent registered public accounting firm for fiscal year 2022.2024.

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.

PROPOSAL 4 — NON-BINDING VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE

Under the Dodd-Frank Act, the Company is required to seek a non-binding advisory stockholder vote regarding the frequency of submission to stockholders of a so-called“Say-on-Pay” advisory vote as described in Proposal 3 above. The Dodd-Frank Act specifies that stockholders be given the opportunity to vote on our executive compensation program either annually, every two years or every three years. Although this vote is advisory and non-binding, our Board and the Compensation Committee will review voting results and give serious consideration to the outcome of such voting.

The Board recommends that future “Say-on-Pay” votes be conducted every year to provide stockholders with an opportunity to regularly evaluate our executive compensation program. An annual vote will provide us with regular stockholder feedback on our executive compensation program, and allow us to respond to prior voting results through the implementation of any appropriate changes to our program.

The Board asks you to consider the following resolution:

“RESOLVED, that the option for once every one, two or three years that receives the highest number of votes properly cast for this resolution will be determined to be the preferred frequency recommended by the stockholders of the Company with which the Company is to hold a non-binding, advisory stockholder vote to approve the compensation of the Company’s named executive officers, including the Summary Compensation Table and subsequent tables.”

Required Vote and Recommendation of the Board of Directors

The selection which receives the highest number of stockholder votes will be the selection of stockholders, which will be non-binding. Abstentions and broker non-votes will be counted as present for the purpose of determining whether a quorum is present but will have no effect on this proposal. 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.

25

COMPENSATION DISCUSSION AND ANALYSIS

Our Business

From the everyday consumer to scientists in the laboratory, we all rely on accurate information to make critical decisions. Waters Corporation is the world’s leading specialty measurement company focused on improving human health and well-being through the application of high-value analytical technologies and industry leading scientific expertise.

Our decisions and actions are guided by two simple words — Deliver Benefit. Our founder, Jim Waters, used these words to encapsulate the idea that we should positively impact our customers, employees, shareholders, and society at every opportunity.

Driven by that ethos for over sixty years, Waters has continually pioneered chromatography, mass spectrometry, and thermal analysis innovations. Whether it’s discovering new pharmaceuticals, assuring the safety of the world’s food and water supplies, or ensuring the integrity of a chemical entity in production, we are constantly working with our 40,000+ customers to change the world.

With a global workforce of over 7,400more than 8,200 employees worldwide, Waters operates directly in over 35 countries, including 14 manufacturing facilities, and with products available in more than 100 countries. Our diverse organization is well-positioned to Deliver Benefitdeliver results through innovations that enhance human health and well-being.

Our Performance

When 2020 began, itIn 2022, the Company delivered 7% and 12% revenue growth as reported on a GAAP basis and on a non-GAAP basis, respectively, as compared to 2021. This increase was unclear what impact the rapidly evolving situation surrounding the COVID-19 pandemic would have ondriven by broad growth across our businessend-markets and as we moved through 2020, the pandemic ended up significantly disruptinggeographies, led by our business by decreasing the customer demandinstrument sales growth. Our operating income for our products2022 increased 6% and services, which resulted in our sales declining for the first half of 2020 versus the first half of 2019. This decline in sales started in China early in the first quarter of 2020 and subsequently moved throughout the rest of the world as governmental-imposed lockdowns and customer site closures were put in place.

During the pandemic, Waters enacted a comprehensive program to reduce our cost base and revise our capital deployment plans to better align our operations and investments with the near-term growth challenge. As a result of these actions, the gradual loosening of governmental-imposed restrictions, and our customers reopening their research laboratories and manufacturing facilities in the second half of 2020, we were able to deliver a strong second-half financial performance with our sales growing 7% on a GAAP basis.and non-GAAP basis, respectively, as compared to 2021. Our net income increased by 2% and 4% on a GAAP and non-GAAP basis, respectively, as compared to 2021. A reconciliation of GAAP to non-GAAP constant currency revenue, operating income and net income can be found in the press release filed with the Form 8-K filed by Waters dated February 15, 2023 or on the Company’s website.

Waters is committed to a highly disciplined and balanced approach with our capital deployment strategy in order to maximize value to shareholders. We follow a consistent approach, which we categorize into threeOur priorities (1)are investing for growth, maintaining balance sheet strength and flexibility, (2) investing for growth, and (3) returning capital to shareholders.shareholders, along with a focus on deploying capital to well thought-out, attractive, adjacent growth opportunities.

DuringAfter experiencing a 51% increase in our stock price in 2021, our shareholders experienced an 8% decline in our stock price in 2022. Despite this decline, Waters stock price significantly outperformed the COVID-19 pandemic, Waters completedS&P 500 Index and the average performance of its peers (NYSE Composite and SIC Code Indices), as the U.S. equity markets broadly declined in 2022. For a 90-day cost savings program in an effort to maintain its balance sheet strength and flexibility. This short-term plan balanced investment in growth initiatives with prudent managementcomparison of our spending in order to preserve jobs forfive-year total shareholder return (“TSR”), please see the long term and ensure we were prepared to rebound quickly once the effectsabove section of the pandemic had subsided. As a result, we continued to see meaningful new product launches in 2020, which were highlighted by the launch of the Arc^TM HPLC, our most important launch of a liquid chromatograph in many years.this Proxy Statement “— Waters Corporation At A Glance — How We also set the standard for performance for chromatographic analyses with our ACQUITY^TM PREMIER columns, featuring MaxPeak^TM High Performance Surface technology, designed to improve sample throughput, assay-to-assay reproducibility, and overall confidence in analytical results. Additionally, we are increasingly focused on investments in our commercial infrastructure, including investments in digital demand generation, additional sales representatives, and additional resources in our service organization.

EXECUTIVE SUMMARY

2022 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 ProgramCompensation Design

The 20202022 pay program isfor our CEO was primarily equity-oriented and at-risk. As noted above, our current CEO, Dr. Batra, started in September 2020 Our CEO’s target total direct compensation (base salary, target annual incentive award, and his annualized 2020 paygrant date value of the Long-Term Incentive (“LTI”) equity awards (assuming target performance for PSUs)) for 2022 was approximately:

*Based on the grant date fair value of equity awards, and determined by annualizing his base salary andassuming target performance.

Our CEO’s variable compensation is based on our performance measured against several financial goals, with 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. Silveira 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 pandemicbased 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 basisrevenue and net income forperformance goals, while the fourth quarter up 9% as reportedPSUs are based on our TSR relative to peers and up 11% on a our three-year non-GAAP basis, in each case, as compared to constant currency revenue growth. Stock options only have value if the fourth quarter of 2019. A reconciliationprice of our Generally Accepted Accounting Principles (GAAP) to Non-GAAP items can be found oncommon stock appreciates after grant. These programs, their financial metrics and performance goals and their 2022 results are described in more detail below.

2022 Executive Compensation Program Outcomes

In 2022, our website. Based on these strong results, the named executive officers received apayouts between the target and maximum payout of 79% of their respective target payoutslevels under the AIP based on corporate performance, before the individual modifier was applied, as further detailed below.

2020

2022 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 20202022 (and 20192021 and 2018,2020, 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 constant currency revenue growth and net income can be found in the press release filed with the Form 8-K dated February 2, 202115, 2023 that contained the Company’s results of operations for the quarter and year ended December 31, 2020,2022, which is on the Company’s website at http:https://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 President and CEO 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 portion 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 fees in connection with the negotiation of the agreement.

Under his employment agreement, if Dr. Batra’s employment is terminated by the Company other 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 receive the severance benefits described in 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 will be entitled to certain benefits in connection with a termination without cause (as defined in this agreement) or for good reason (as defined in this agreement), as described in the “— Payments Upon Termination or Change of Control” section of this Proxy Statement.

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, 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 philosophy of emphasizing performance-based compensation, base salaries are generally targeted at or below the market median (determined as described below), with actual base salaries varying based on the performance, tenure, experience, and contributions of the executive officer, and target annual incentive awards are positioned to be at or slightly above the market median, with annual performance targets under these awards based 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

Compensation Governance and Pay Practices

Waters maintains strong pay and governance practices as outlined below. A full description of these policies and practices can be found in the discussion below in the section entitled “— Elements of Executive Compensation.”

ownership guidelines. Mr. Brennan and Mr. Vergnano were appointed the Board effective November 2022 and have until 2027 to meet the requirements of the ownership guidelines. Mr. Fearon was appointed to the Board effective March 2023 and has until 2028 to meet the requirements of the ownership guidelines. All of our currently employed named executive officers and current Directors have satisfied the requirements of the ownership guidelines, except for Dr.Drs. Batra and Huang and Messrs. Brennan, Chaubal, Fearon, Jiang and Vergnano, who joined the Company in September 2020, Mr. Pratt, who joined the Company in September 2019, and Dr. Huang, who was appointed to the Board in January 2021, who have until 2023, 2024 and 2026, respectively, to meet the requirements of the ownership guidelines.are each within their initial compliance periods as noted above.

Recoupment Policy

The Company has adopted a Recoupment Policy for cash incentive awards paid to current or former named executive officers under the Company’s AIP. Under this policy, if any executive officer engaged in misconduct that resulted in a restatement of financial results, the Board or an authorized committee, such as the Compensation Committee, if it is determined appropriate, could seek reimbursement of the portion of AIP awards impacted by the event. The Company will review and, as necessary, amend or replace the Recoupment Policy to be in full compliance with the requirements of the Dodd-Frank Act, whenfinal SEC rules are adopted with respect to the Dodd-Frank Act’s compensation recoupment provisions.and applicable listing standards.

COMPENSATION SETTING PROCESS

Competitive Market Assessment

Competitive market data is an important factor used by the Compensation Committee in determining the amount of each element of compensation for our named executive officers. The Compensation Committee utilizes Pearl Meyer to provide advice and analysis on the structure of our executive compensation program as well as competitive data on base salary, total cash compensation, and long-term incentives. Pearl Meyer prepares this competitive assessment annually for the Compensation Committee. The Compensation Committee reviews the target total direct compensation of each named executive officer, which includes base salary, target annual incentive award and the grant date value of the LTI awards. The Compensation Committee also reviews each named executive officer’s total compensation opportunity to ensure that it contains an appropriate level of performance-based compensation and is designed to meet the overall objectives of our executive compensation program. The Compensation Committee considers a range of factors in determining the amount of each compensation element for each named executive officer. The range of factors includes Company performance, individual performance and experience, competitive market data, hiring and retention needs, scope of responsibility, and an individual’s potential for making future contributions to the Company.

Each year, Pearl Meyer evaluates the peer group for its continued appropriateness for external executive compensation comparisons based on the primary selection criteria of similarity in industry, products and services, revenue, and market capitalization. At the time the peer group was originally selected, we targeted peers with both revenue and market capitalization ranging between 50%33% to 200%300% of Waters’ revenue and market capitalization.

The Compensation Committee monitorsFor 2022, Bruker, FLIR Systems, Varian Medical were removed from the peer group yeareither due to yeartheir being acquired or other changes in the scope or profile of the company. Three companies were added to determine if changes are needed.the peer group for 2022: Avantor, Catalent and Charles River Laboratories. The median revenue for the peer group for the four quarters ended prior to August 20192021 was $2.9$3.4 billion and the median market capitalization for the peer group as of August 20192021 was $16.1$24.2 billion. Waters’ revenue and market capitalization for the same period were $2.4$2.7 billion and $14.1$25.9 billion, bothrespectively, representing approximately the 25^th percentile of which were within 20% of the peer group median. Based on this analysis, the Compensation Committee did not adjust our peer group revenue and 55^th percentile of our peer group market capitalization for 2020.2022.

Pearl Meyer and the Compensation Committee also utilizedutilize independent, globally recognized executive compensation published surveys. The Compensation Committee useduses this broad survey data in combination with the peer group data in evaluating our named executive officers’ compensation. The Compensation Committee does not rely upon data from any one individual company included in any of these surveys in making compensation decisions. Data from these surveys and/or the peer companies are combined to develop a primary market composite, which is based on survey data and peer company data, which the Compensation Committee uses to compare our named executive officers’ compensation against the market.

ELEMENTS OF EXECUTIVE COMPENSATION

There are three primary elements of our executive compensation program: base salary, annual incentive awards, and LTI awards. Each element addresses specific objectives of thethis program and together they are intended to meet the overall philosophy and objectives of our executive compensation program as described above. The mix of short-term cash incentives and long-term equity incentives focuses executives on the achievement of annual and longer-term financial and operating objectives that drive long-term shareholder value. The Compensation Committee reviews the combined total of these three compensation elements (measured at target for annual and long-term incentives, as applicable)applicable, and assuming target performance for PSUs), or target total direct compensation, in order to appropriately position total target direct compensation relative to both the market and the Company’s objectives. Although the amount of each element of compensation for each named executive officer differs based on position-specific market data, the critical nature of the executive’s position to the business, the executive’s level of contribution, and other individual factors, the overall structure and compensation elements utilized in 20202022 are consistent for theour CEO and allour other named executive officers.

Base Salary

The base salaries for the CEO and other named executive officers are reviewed annually by the Compensation Committee. Consistent with the compensation practices established for all Company employees, the individual salaries for the CEO and named executive officers are determined based upon a combination of factors, including past individual performance and experience, Company performance, scope of responsibility, an individual’s potential for making contributions to future Company performance, and annual base salary increase guidelines. The Compensation Committee considers all these factors in determining base salary and base salary increases and does not assign a specific weighting to any individual factor.

Assessment of Base Salary and Promotional Increases

In addition to considering the factors listed above, the Compensation Committee also considers the competitive market position of each named executive officer’s base salary. Prior to 2020, it had been the Company’s practice forAny base salary increases to beare generally approved by the Compensation Committee in February of each year. The competitive assessments completed by Pearl Meyer at the end of 2021 provided the fiscal year with an effective date atmarket information used in determining the beginning of the next fiscal year, or January 1^st of each year. Beginning in 2020, base salary increases will generally be approved by the Compensation Committee during the February Compensation Committee meeting to align with other performance review practices of the Company.

Based on below target performance with respect to the Company’s constant-currency revenue growth goals for 2018 and 2019 and anPearl Meyer’s market assessment of the market competitiveness of the NEO’s then-currentoverall environment for base salary levels. The overall competitive market position forincreases and to further our currently-employed NEOs based on the Pearl Meyer analysisobjective of targeting at the end of 2019 was at approximatelyor below the 50th percentile.percentile of market for named executive officers’ base salaries, the Compensation Committee increased the base salary for each of our named executive officers in 2022, effective as of January 1, 2022, as follows:

Annual Incentive

The Compensation Committee periodically reviews the Company’s annual incentive planAIP with Pearl Meyer. The objectives of this review are to consider the alignment of this plan with Waters’ compensation philosophy and emphasis on pay-for-performance and to review the performance metrics and goals utilized under the plan to ensure they provide the best ongoing motivators for our executives and other key employees to execute our business strategy and create shareholder value.

20202022 Annual Incentive Plan

In 2020,The AIP is the Company re-named our annualshort-term incentive plan the AIPfor our named executive officers, other executives, and made various changes to further align the Company’s short-term incentives with the Company’s business strategy.

other key employees. The payouts under the 20202022 AIP arefor our CEO and other named executive officers were based upon the achievement of non-GAAP constant-currency constant currency revenue growth goals (weighted 50%) and non-GAAP net income growth goals (weighted 50%). The Compensation Committee feelsCommittee’s view is that shifting the weighting on constant-currencyusing a constant currency revenue growth from 25% in 2019 to 50% in 2020 will reinforcemetric reinforces the Company’s belief that revenue growth drives our overall success and enables us to continue to invest in future growth and innovation. In addition, the Compensation Committee believesinnovation and that the move from a non-GAAP EPS growth metric (previously weighted at 75%) to non-GAAP net income growth metric (weighted at 50%) will emphasizeincentivizes operational results and reflectreflects the on-goingongoing operational efforts of the broader employee population.

Due to the shift from non-GAAP EPS growth to non-GAAP net income growth, the 2020 AIP does not include a minimum non-GAAP operating income growth goal before any payout can be achieved. The 2019 annual incentive plan included this minimum threshold level for non-GAAP operating income growth because the Compensation Committee believed that non-GAAP EPS growth could reflect events that did not accurately reflect on-going operations. The Compensation Committee believes that non-GAAP net income growth more directly aligns with operational results,our executives and the minimum thresholds for each metric (non-GAAP constant-currency revenue and non-GAAP net income) will adequately govern the payouts under each metric.

In addition to the metric changes above, the threshold and maximum performance levels for our named executive officers, as a percentage of target payout, have been modified to increase the threshold payout from 25% to 50% of the named executive officer’s target annual bonus and reduce the maximum payout from 250% of the named executive officer’s target annual bonus to 200% of the target annual bonus. These modifications were made based on the Compensation Committee’s review of competitive market data provided by Pearl Meyer, as well as feedback from shareholders.other employees.

The new AIP also incorporates an individual performance modifier toin its plan design, which will allowallows the CompanyCompensation Committee to distinguish an individual’s contribution to the overall results achieved against the pre-established corporate performance goals, by increasing or decreasing an individual’s payout by up to 20%50%, while maintaining the specific, measurable objectives set forth in the annual operating plan.objectives. The individual performance modifier will permitpermits the Compensation Committee to better recognize individual performance that contributed to our overall results (upin an amount up to the 200% of target maximum payout cap under the AIP).AIP.

Assessment of 20202022 Annual Incentive Plan

Target annual incentive bonuses for each named executive officer under the AIP are based on a percentage of the executive’s base salary, as follows: Dr. Batra and Mr. O’Connell (125% of base salary); Ms. Buck, Dr. Harrington and, Messrs. KingChaubal and Pratt and Ms. Bennett (75% of base salary) and Ms. Aleman (65% of base salary), with actual bonuses determined based on performance against goals established by the Compensation Committee.

A summary of our 20202022 AIP payout structure as a percentage of theour named executive officer’s base salary prior to the adjustments made to the AIP during 2020, is described in the table below.