Dan Brennan
WATERS CORP /DE/About Dan Brennan
Dan Brennan is an independent director of Waters Corporation, serving since 2022, and a member of the Audit & Finance Committee. He is 59, a Certified Public Accountant, and brings deep financial leadership from the medical device industry, currently serving as EVP & CFO of Boston Scientific. He holds a BS and MBA from Babson College. The Board has determined he is an “audit committee financial expert” with accounting or related financial management expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Scientific Corporation | EVP & CFO | 2014 – present | Oversaw global controllership, internal audit, financial reporting, treasury, corporate tax, IR, and corporate business development; led margin and revenue growth initiatives |
| Boston Scientific Corporation | SVP & Corporate Controller | 2010 – 2013 | Corporate finance leadership |
| Boston Scientific Corporation | Various finance roles | 1996 – 2009 | Increasing responsibility within finance |
| Millipore Corporation | Corporate finance roles | 1990 – 1996 | Finance experience in life sciences tools industry |
| Standex, Inc. | Corporate Auditor | 1988 – 1989 | Early career audit role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Scientific Corporation | Executive Vice President & Chief Financial Officer | 2014 – present | Active operating executive at a global medical device company |
| Nuance Communications (NASDAQ: NUAN) | Director | 2018 – 2022 | Former public company directorship; no current public company boards disclosed |
Board Governance
- Independence and committee work
- Independent director; member, Audit & Finance Committee (not Chair). The Board affirms all non-employee directors and all committee members are independent.
- Audit & Finance Committee “financial expert” as defined by SEC; NYSE “accounting or related financial management expertise.”
- Attendance and engagement
- Board held 11 meetings in 2024; Audit & Finance met 10 times. All directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committee scope and oversight
- Audit & Finance oversees accounting/financial reporting, auditor independence, risk management (including cybersecurity), and reviewed ICFR; no material weaknesses as of Dec 31, 2024.
- Executive sessions and governance practices
- Regular executive sessions of independent directors; robust governance practices including proxy access and stock ownership requirements.
- Related-party transactions and conflicts
- Written policy governs related-party transactions; “pre-approved” ordinary-course transactions disclosed for entities linked to other directors (Galderma, Avient, Baxter). No such pre-approval disclosures involve Boston Scientific (Brennan’s employer).
Fixed Compensation
| Element | 2024 Program Terms | Brennan 2024 Amount |
|---|---|---|
| Annual cash retainer | $70,000, paid quarterly | — |
| Meeting fees | $1,500 per Board and committee meeting attended | — |
| Chair retainers | $15,000 (Audit & Finance, Compensation, Nominating & Governance); $10,000 (Science & Technology); Chair of the Board $150,000 | — |
| Cash earned (fees/retainer/meetings) | — | $101,500 |
| Deferred compensation election | Directors may defer 100% of fees to cash account (prime +50 bps cap) or stock units; 2024 deferrals listed for certain directors; Brennan not listed as deferring |
Narrative notes: For 2024 the Board kept director cash compensation consistent with 2023. Pearl Meyer advises on director compensation structure.
Performance Compensation
| Award Type | Grant Date | Quantity | Price/Value | Vesting | Special Terms |
|---|---|---|---|---|---|
| Restricted Stock | Jan 2, 2024 | 334 shares | $328.62 per share grant date fair value; total stock awards $109,759 | 1-year, vests Jan 2, 2025 | Acceleration on death or change of control |
| Non-qualified Stock Options | Jan 2, 2024 | 847 options | Exercise price $328.62; option awards grant date fair value $109,898 | 1-year, vests Jan 2, 2025 | Acceleration on death or change of control |
Program design: 2024 annual director equity valued at ~ $220,000, split 50% restricted stock and 50% non-qualified stock options; exercise price equals closing price on grant date.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Former public company boards (last 5 yrs) | Nuance Communications (2018–2022) |
| Committee roles at other companies | Not disclosed in proxy |
| Interlocks/overlaps | Company policy describes limits and reviews for outside boards; audit committee overboarding guardrail (no more than three audit committees absent Board determination). No interlocks disclosed involving Brennan. |
Expertise & Qualifications
- Financial leadership: EVP & CFO of Boston Scientific; prior Corporate Controller; extensive capital management, financial reporting, internal audit, investor relations, tax, and treasury oversight. CPA credential.
- Industry experience: Multi-decade experience in medical devices and life sciences tools (Boston Scientific; prior Millipore).
- Board-relevant credentials: Audit & Finance Committee financial expert under SEC rules and NYSE financial management expertise.
- Education: BS and MBA, Babson College.
Equity Ownership
| Metric (as of March 24, 2025 unless noted) | Amount |
|---|---|
| Shares beneficially owned | 3,661 shares; less than 1% of outstanding |
| Components of beneficial ownership | 1,025 shares held directly; 2,636 shares issuable upon exercise of options vested/will vest within 60 days |
| Options outstanding (12/31/2024) | 1,818 options outstanding as of year-end 2024 |
| Ownership guideline (non-employee directors) | 5x annual cash retainer; 5 years to achieve |
| Compliance status & timeline | Not yet satisfied; appointed Nov 2022; has until 2027 to meet guideline |
| Hedging/pledging policy | Insider Trading Policy prohibits short sales and hedging instruments (options, swaps, collars, exchange funds) in Company securities |
Governance Assessment
-
Strengths
- Independent director and Audit & Finance Committee financial expert; participates on an active committee (10 meetings in 2024) overseeing financial reporting, auditor independence, and cybersecurity risk.
- Strong financial and industry expertise (CFO of a major med-tech company; CPA), directly relevant to Waters’ risk oversight and capital allocation.
- Director compensation structure balanced toward equity (~$220k equity vs $101.5k cash in 2024) with one-year vesting and change-of-control/death acceleration only; consistent program year-over-year.
-
Watch items
- Ownership guideline not yet met (within compliance period through 2027); monitor progress for alignment.
- External executive role (Boston Scientific CFO) can create potential related-party optics if material commercial relationships emerged; no related-party transactions involving Brennan are disclosed, and policy oversight sits with Audit & Finance.
-
Red flags
- None disclosed specific to Brennan regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies in the latest proxy. All directors met attendance thresholds in 2024.