Flemming Ornskov

About Flemming Ornskov

Independent director since 2017 and current Chair of the Board at Waters Corporation; age 67. Medical doctor (University of Copenhagen), MPH (Harvard), and MBA (INSEAD); former CEO of Shire plc and current CEO/Chair of Galderma, bringing deep global pharma operating experience and strategic execution credentials (named among Harvard Business Review’s Top 100 Best-Performing CEOs). Tenure on WAT board: 8 years as of 2025.

Past Roles

External Roles

Board Governance

• Chair of the Board; offices of Chair and CEO are separated (Batra is CEO), supporting independent oversight. Executive sessions of independent directors are held regularly with the Chair presiding.
• Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation.
• Independence: Board determined all directors other than the CEO are independent under NYSE and company criteria.
• Attendance and engagement: Board met 11 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
• Committee cadence: Nominating & Governance (3 meetings in 2024), Compensation (3), Audit & Finance (10), Science & Technology (2).
• Compensation Committee interlocks/insider participation: None in 2024 (no cross-compensation committee service with companies whose executives serve on WAT’s Board).

Fixed Compensation

• Director cash compensation framework (2024): $70,000 annual cash retainer; $1,500 per Board/committee meeting; Chair of the Board additional $150,000; committee chair retainers: $15,000 for Nominating & Corporate Governance (and Compensation), $10,000 for Science & Technology. Cash framework was unchanged vs 2023.
• 2024 Cash earned by Dr. Ornskov: $260,500.

Performance Compensation

• Annual director equity grant (2024): ~50% restricted stock (334 shares at $328.62 grant-date price; one-year vest) and 50% non-qualified stock options (847 options at $328.62; one-year vest), aggregate grant-date fair value ~$220,000. Initial grants for newly appointed Heather Knight were prorated; standard directors received the January grant.
• No performance-contingent metrics apply to director equity; awards are time-based with a one-year vest for directors.

Other Directorships & Interlocks

• Active external board: Galderma (SIX: GALD); prior boards: Centogene (NSDQ: CNTG), Karo Healthcare (STO: KARO), Recordati (BIT: REC).
• Related party transactions policy specifically addresses ordinary-course, arm’s-length dealings with Galderma S.A. (CEO: Dr. Ornskov), Avient Corp. (Fearon is director), and Baxter (Knight is executive), deeming categories pre-approved/ratified if on an arm’s-length basis; the General Counsel flags and Audit & Finance Committee reviews Interested Transactions >$120,000.

Expertise & Qualifications

• Operational and medical expertise in biopharma with international strategic planning experience; led Shire’s global growth strategy and Galderma’s IPO; HBR Top 100 Best-Performing CEOs recognition. Degrees: MD (University of Copenhagen), MPH (Harvard), MBA (INSEAD).

Equity Ownership

• Director stock ownership guideline: 5× annual cash retainer within 5 years; Dr. Ornskov has satisfied the guideline.
• Beneficial ownership as of March 24, 2025: 19,373 shares (<1% of outstanding), comprised of 4,628 shares held, 823 common stock units (convertible upon cessation), and 13,922 options exercisable/vesting within 60 days. Outstanding options balance disclosed at year-end: 13,104.

Governance Assessment

• Strengths: Independent Chair; separation of Chair/CEO roles; structured committee leadership (chairs Nominating & Governance; member Compensation); strong attendance; regular executive sessions; robust director ownership guideline met; director equity aligns via time-based stock/options; independent compensation consultant (Pearl Meyer) advises on executive and director pay.
• Shareholder alignment signals: Annual say-on-pay support ~80% in 2024; board-led refreshment continues, adding relevant industry expertise (Knight in 2024).
• Risk indicators and potential conflicts:
  • RED FLAG (Potential Conflict): Waters’ related-party policy pre-approves ordinary-course transactions with Galderma (led by Dr. Ornskov) if arm’s-length; while mitigated via policy and A&F Committee oversight, investors should monitor transaction magnitude, terms, and frequency.
  • Board removed mandatory retirement age in 2024; while continuity can aid stability, it places more emphasis on active refreshment and annual evaluations to sustain board effectiveness.
  • No pledged shares disclosed; insider trading policy prohibits hedging and derivatives; quarterly trading windows and pre-clearance apply.