Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Waters Corporation |
Entity Central Index Key | 0001000697 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | The table below sets forth executive compensation and financial performance disclosures required in accordance with SEC rules. Executive CAP is calculated as prescribed under SEC rules and does not represent compensation in addition to what is disclosed under the section “— Compensation of Directors and Executive Officers” above. Compensation Actually Paid Table Year Summary Compensation Table Total for Current PEO Compensation to Current Summary Compensation Average Average to Non-PEO Value of Initial Fixed GAAP Net Income Adjusted Non- GAAP Organic Total Peer Group (a) (b) (c) (b) (c) (d) (e) (f) (g) (h) (i) 2023 $8,742,180 ($1,120,813) N/A N/A $2,344,024 ($937,105) $140.91 $100.82 $642,234,000 $707,035,000 2022 $9,409,550 $10,833,283 N/A N/A $2,694,092 $2,823,562 $146.62 $109.38 $707,755,000 $725,192,000 2021 $8,653,559 $19,061,746 N/A N/A $2,443,255 $4,095,176 $159.47 $163.56 $692,843,000 $694,658,000 2020 $5,713,517 $6,977,473 $12,232,506 ($5,656,107) $1,919,848 $356,273 $105.89 $132.80 $521,571,000 $565,101,000 (b) Represents the total from the Summary Compensation Table in each applicable year for Dr. Batra, who has served as the Company’s President and CEO effective September 1, 2020, and Mr. Christopher J. O’Connell, who transitioned from his position as President and CEO of the Company on September 1, 2020 and served as a senior advisor until December 31, 2020. (c) Represents the amount of CAP to Dr. Batra and Mr. O’Connell, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. earned by or paid to Dr. Batra or Mr. O’Connell during the applicable year and were not considered by the Compensation Committee at the time it made decisions with respect to Dr. Batra’s or Mr. O’Connell’s compensation. See reconciliation below for adjustments made to the Summary Compensation Table to determine CAP for the relevant year. (d) Represents the average of the total from the Summary Compensation Table in each applicable year for other named executive officers as a group, other than the principal executive officers (Dr. Batra and Mr. O’Connell). The other named executive officers (excluding Dr. Batra and Mr. O’Connell) included for purposes of calculating the average amounts for each applicable year are as follows: (i) for 2023, Amol Chaubal, Jianqing Y. Bennett and Jonathan M. Pratt; (ii) for 2022, Amol Chaubal, Jianqing Y. Bennett, Jonathan M. Pratt and Keeley A. Aleman; (iii) for 2021, Amol Chaubal, Jianqing Y. Bennett, Belinda G. Hyde, Jonathan M. Pratt and Michael F. Silveira; and (iv) for 2020, Sherry L. Buck, Michael C. Harrington, Ian S. King and Jonathan M. Pratt. (e) Represents the average amount of CAP to the other named executive officers as a group (excluding Dr. Batra and Mr. O’Connell), as computed in accordance with Item 402(v) of Regulation S-K. (f) Represents the cumulative total return on $100 invested in the Company’s common stock as of December 31, 2019 (the last day of public trading of the Company’s common stock in fiscal year 2019) through the last day of public trading of the Company’s common stock in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation S-K. (g) Represents the weighted cumulative total return on $100 invested as of December 31, 2019 (the last day of public trading in fiscal year 2019) through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation S-K, (h) Represents GAAP net income as disclosed in the Waters Corporation Annual Report on Form 10-K (i) Represents adjusted non-GAAP non-GAAP | |||
Company Selected Measure Name | adjusted non-GAAP organic net income | |||
Named Executive Officers, Footnote | (i) for 2023, Amol Chaubal, Jianqing Y. Bennett and Jonathan M. Pratt; (ii) for 2022, Amol Chaubal, Jianqing Y. Bennett, Jonathan M. Pratt and Keeley A. Aleman; (iii) for 2021, Amol Chaubal, Jianqing Y. Bennett, Belinda G. Hyde, Jonathan M. Pratt and Michael F. Silveira; and (iv) for 2020, Sherry L. Buck, Michael C. Harrington, Ian S. King and Jonathan M. Pratt. | |||
Peer Group Issuers, Footnote | Represents the weighted cumulative total return on $100 invested as of December 31, 2019 (the last day of public trading in fiscal year 2019) through the last day of public trading in the applicable fiscal year for which the cumulative total return is reported on the same basis as is used in Item 201(e) of Regulation S-K, | |||
Adjustment To PEO Compensation, Footnote | The table below summarizes the reconciliation of compensation from the Summary Compensation Table above to compensation actually paid as calculated under SEC rules. The valuation assumptions used to calculate the fair values of options, RSUs and PSUs include the stock price as of the applicable measuring date and, in the case of PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The Company does not have a pension plan or equity awards that vest in the same year they are granted. Reconciliation of Summary Compensation Table to Compensation Actually Paid Table Executive Officer Year Summary Reported Grant Year End Fair Change in Fair Year Over Year Amount Compensation (a) (b) (c) (d) (e) (f) (g) Current PEO 2023 $8,742,180 ($7,575,236) $4,113,582 ($845,547) ($5,555,792) — ($1,120,813) 2022 $9,409,550 ($6,294,800) $8,396,507 ($859,208) $181,234 — $10,833,283 2021 $8,653,559 ($5,285,282) $10,507,886 $1,581,675 $3,603,908 — $19,061,746 2020 $5,713,517 ($4,999,866) $6,263,822 — — — $6,977,473 Former PEO 2020 $12,232,506 ($6,134,183) — ($697,354) — ($11,057,076) ($5,656,107) Average for Non-PEO 2023 $2,344,024 ($1,710,443) $638,557 ($209,848) ($404,372) ($1,595,023) ($937,105) 2022 $2,694,092 ($1,510,829) $1,962,571 ($174,706) ($147,566) — $2,823,562 2021 $2,443,255 ($1,384,327) $2,306,695 $49,978 $679,575 — $4,095,176 2020 $1,919,848 ($1,269,585) $952,400 ($69,516) ($220,479) ($956,395) $356,273 (a) Represents the total from the Summary Compensation Table in each applicable year. (b) The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Options Awards” columns in the Summary Compensation Table for the applicable year. (c) Represents the year-end (d) Represents the fair value of equity awards that vested during the applicable year on the date of vesting as compared with the fair value at the beginning of the applicable fiscal year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. (e) Represents the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. (f) Represents the fair value of equity awards forfeited during the applicable year as recomputed in accordance with FASB ASC Topic 718 on the date of forfeiture as compared with the fair value at the beginning of the applicable fiscal year. (g) Represents the total CAP from the Compensation Actually Paid Table. | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,344,024 | $ 2,694,092 | $ 2,443,255 | $ 1,919,848 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (937,105) | 2,823,562 | 4,095,176 | 356,273 |
Adjustment to Non-PEO NEO Compensation Footnote | The table below summarizes the reconciliation of compensation from the Summary Compensation Table above to compensation actually paid as calculated under SEC rules. The valuation assumptions used to calculate the fair values of options, RSUs and PSUs include the stock price as of the applicable measuring date and, in the case of PSUs, the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the Compensation Committee as of the applicable vesting date). Otherwise, the assumptions used to calculate fair values did not materially differ from those used in our disclosures of fair value as of the grant date. The Company does not have a pension plan or equity awards that vest in the same year they are granted. Reconciliation of Summary Compensation Table to Compensation Actually Paid Table Executive Officer Year Summary Reported Grant Year End Fair Change in Fair Year Over Year Amount Compensation (a) (b) (c) (d) (e) (f) (g) Current PEO 2023 $8,742,180 ($7,575,236) $4,113,582 ($845,547) ($5,555,792) — ($1,120,813) 2022 $9,409,550 ($6,294,800) $8,396,507 ($859,208) $181,234 — $10,833,283 2021 $8,653,559 ($5,285,282) $10,507,886 $1,581,675 $3,603,908 — $19,061,746 2020 $5,713,517 ($4,999,866) $6,263,822 — — — $6,977,473 Former PEO 2020 $12,232,506 ($6,134,183) — ($697,354) — ($11,057,076) ($5,656,107) Average for Non-PEO 2023 $2,344,024 ($1,710,443) $638,557 ($209,848) ($404,372) ($1,595,023) ($937,105) 2022 $2,694,092 ($1,510,829) $1,962,571 ($174,706) ($147,566) — $2,823,562 2021 $2,443,255 ($1,384,327) $2,306,695 $49,978 $679,575 — $4,095,176 2020 $1,919,848 ($1,269,585) $952,400 ($69,516) ($220,479) ($956,395) $356,273 (a) Represents the total from the Summary Compensation Table in each applicable year. (b) The grant date fair value of equity awards represents the total amounts reported in the “Stock Awards” and “Options Awards” columns in the Summary Compensation Table for the applicable year. (c) Represents the year-end (d) Represents the fair value of equity awards that vested during the applicable year on the date of vesting as compared with the fair value at the beginning of the applicable fiscal year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. (e) Represents the change in fair value as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year. Amounts included in this column, with respect to PSUs, represent the probability of achievement at each valuation date. (f) Represents the fair value of equity awards forfeited during the applicable year as recomputed in accordance with FASB ASC Topic 718 on the date of forfeiture as compared with the fair value at the beginning of the applicable fiscal year. (g) Represents the total CAP from the Compensation Actually Paid Table. | |||
Compensation Actually Paid vs. Total Shareholder Return | The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted non-GAAP | |||
Compensation Actually Paid vs. Net Income | The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted non-GAAP | |||
Compensation Actually Paid vs. Company Selected Measure | The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted non-GAAP | |||
Total Shareholder Return Vs Peer Group | The following graph compares CAP to the Company’s TSR, the peer group TSR and GAAP and adjusted non-GAAP | |||
Tabular List, Table | Most Important Measures for Determining Named Executive Officer Performance-Based Pay Adjusted non-GAAP constant currency revenue Adjusted non-GAAP net income Relative total shareholder return | |||
Total Shareholder Return Amount | $ 140.91 | 146.62 | 159.47 | 105.89 |
Peer Group Total Shareholder Return Amount | 100.82 | 109.38 | 163.56 | 132.8 |
Net Income (Loss) | $ 642,234,000 | $ 707,755,000 | $ 692,843,000 | $ 521,571,000 |
Company Selected Measure Amount | 707,035,000 | 725,192,000 | 694,658,000 | 565,101,000 |
The Cumulative Total Return of the Companys Common Stock | 141% | |||
The Cumulative Total Return of the Peer Group Common Stock | 101% | |||
Equity Awards Granted Vest Over a Period for RSUs | 5 years | |||
Equity Awards Granted Vest After a Period for PSUs | 3 years | |||
Percentage of AIP Annual Target of Direct Compensation Minimum | 14% | |||
Percentage of AIP Annual Target of Direct Compensation Maximum | 20% | |||
Non GAAP Net Income Metric Weighting | 50% | |||
Percentage of Long term Equity Incentives including Annual Target | more than 50% | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted non-GAAP constant currency revenue | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted non-GAAP net income | |||
Non-GAAP Measure Description | Represents adjusted non-GAAP non-GAAP | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Relative total shareholder return | |||
Dr. Batra [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 8,742,180 | $ 9,409,550 | $ 8,653,559 | $ 5,713,517 |
PEO Actually Paid Compensation Amount | $ (1,120,813) | 10,833,283 | 19,061,746 | 6,977,473 |
PEO Name | Dr. Batra | |||
Mr. Christopher J. OConnell [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | 12,232,506 | |||
PEO Actually Paid Compensation Amount | (5,656,107) | |||
PEO Name | Mr. Christopher J. O’Connell | |||
PEO | ||||
Pay vs Performance Disclosure | ||||
Approximate Performance Based Pay | 89% | |||
PEO | Dr. Batra [Member] | Reported Grant Date Value of Equity Awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (7,575,236) | (6,294,800) | (5,285,282) | (4,999,866) |
PEO | Dr. Batra [Member] | Year End Fair Value of Equity Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 4,113,582 | 8,396,507 | 10,507,886 | 6,263,822 |
PEO | Dr. Batra [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (845,547) | (859,208) | 1,581,675 | 0 |
PEO | Dr. Batra [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (5,555,792) | 181,234 | 3,603,908 | 0 |
PEO | Dr. Batra [Member] | Amount Deducted for Forfeitures [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 0 | 0 | 0 | 0 |
PEO | Mr. Christopher J. OConnell [Member] | Reported Grant Date Value of Equity Awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (6,134,183) | |||
PEO | Mr. Christopher J. OConnell [Member] | Year End Fair Value of Equity Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Mr. Christopher J. OConnell [Member] | Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (697,354) | |||
PEO | Mr. Christopher J. OConnell [Member] | Year Over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 0 | |||
PEO | Mr. Christopher J. OConnell [Member] | Amount Deducted for Forfeitures [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (11,057,076) | |||
Non-PEO NEO | ||||
Pay vs Performance Disclosure | ||||
Approximate Performance Based Pay | 78% | |||
Non-PEO NEO | Reported Grant Date Value of Equity Awards [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (1,710,443) | (1,510,829) | (1,384,327) | (1,269,585) |
Non-PEO NEO | Year End Fair Value of Equity Awards Granted During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 638,557 | 1,962,571 | 2,306,695 | 952,400 |
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (209,848) | (174,706) | 49,978 | (69,516) |
Non-PEO NEO | Year Over Year Change in Fair Value of Outstanding and Unvested Awards Granted in Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (404,372) | (147,566) | 679,575 | (220,479) |
Non-PEO NEO | Amount Deducted for Forfeitures [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (1,595,023) | $ 0 | $ 0 | $ (956,395) |