Linda Baddour
WATERS CORP /DE/About Linda Baddour
Independent Director at Waters Corporation since 2018; age 66. Former EVP & CFO of PRA Health Sciences and CFO/accounting leader at PPD, with deep healthcare finance and accounting expertise; retired CPA. Education: BA and MBA, University of North Carolina at Wilmington. Serves as Chair of the Audit & Finance Committee; Board has determined she is an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PRA Health Sciences | EVP & CFO | 2007–2018 | Oversaw financial strategy as the company scaled from ~3,000 to >17,000 employees |
| Pharmaceutical Product Development (PPD) | CFO & Accounting Officer | 2002–2007 | Led finance, reporting, compliance |
| PPD | Chief Accounting Officer | 1997–2007 | Accounting leadership |
| PPD | Corporate Controller | 1995–1997 | Controller responsibilities |
| Cooperative Bank for Savings Inc. | Controller | 1980–1995 | Banking finance and controls |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Cryoport, Inc. (NASDAQ: CYRX) | Director | 2021–present |
Board Governance
- Committee assignments: Audit & Finance Committee Chair; members include Dan Brennan and Richard Fearon; the committee met 10 times in 2024. All members (including Baddour) are independent under NYSE and SEC rules and designated “audit committee financial experts.”
- Board engagement: The Board held 11 meetings in 2024; all Directors attended at least 75% of Board and committee meetings during their service period and attended the 2024 annual shareholder meeting.
- Independence: Baddour is listed as an Independent Director; committee members are independent under Company and NYSE standards.
- Risk oversight: Audit & Finance Committee reviews financial reporting, auditor independence, internal controls (Section 404), cybersecurity risk, and non-audit services guidelines; recommended inclusion of audited 2024 financials in the 10-K on Feb 20, 2025.
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $116,500 |
| Program structure | Annual cash retainer $70,000; $1,500 per Board/committee meeting; Audit & Finance Committee Chair retainer $15,000; Chairman retainer $150,000 (not applicable to Baddour) |
Performance Compensation
| Equity Awards (FY 2024) | Detail |
|---|---|
| Stock Awards (RS) | $109,759; 334 shares granted Jan 2, 2024 at $328.62 per share; vest Jan 2, 2025 |
| Option Awards | $109,898; 847 non-qualified options granted Jan 2, 2024 at $328.62 exercise price; vest Jan 2, 2025 |
| Outstanding options at 12/31/2024 | 6,110 options (Baddour) |
| Award terms | Annual Director grant ~$220,000 split 50% RS and 50% options; 1-year vesting; acceleration on death or change of control |
Performance Metrics Table (Director awards)
| Metric | Application |
|---|---|
| Time-based vesting | RS and options vest in 1 year, subject to service |
| Change-of-control treatment | Acceleration of unvested Director awards on CoC |
| Exercise price (2024 options) | $328.62 per share |
| Performance linkage | None disclosed for Director equity (time-based awards) |
Other Directorships & Interlocks
| Company | Relationship to WAT | Notes |
|---|---|---|
| Cryoport, Inc. | External board only | No disclosed WAT related-party transactions involving Baddour |
| Committee interlocks | None | 2024 Compensation Committee disclosed no interlocks or insider participation |
Expertise & Qualifications
- Retired CPA; extensive experience in healthcare, life sciences, and pharmaceutical services finance; deep familiarity with reporting, accounting, compliance, and risk management. Education: BA and MBA (UNC Wilmington).
- Board qualification: Audit & Finance Committee financial expert designation under SEC rules; accounting/financial management expertise under NYSE rules.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 9,497 shares (less than 1%) |
| Composition detail | 2,569 shares held; 6,928 options exercisable/vesting within 60 days |
| Shares outstanding (for context) | 59,495,794 |
| Director stock ownership guideline | 5x annual retainer; 5 years to achieve |
| Compliance status | Baddour has satisfied Director ownership guideline |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty | Price | Post-transaction Owned |
|---|---|---|---|---|---|---|
| 2025-01-06 | 2025-01-02 | Award | Common Stock | 319 | $0 | 2,569 |
| 2025-01-06 | 2025-01-02 | Award | Stock Option (Right to Buy) | 818 | $368.26 | 818 options |
| 2024-03-14 | 2024-03-13 | Sale | Common Stock | 500 | $355.54 | 2,250 |
| 2024-01-03 | 2024-01-02 | Award | Common Stock | 334 | $0 | 2,750 |
| 2024-01-03 | 2024-01-02 | Award | Stock Option (Right to Buy) | 847 | $328.62 | 847 options |
| 2023-01-05 | 2023-01-03 | Award | Common Stock | 318 | $0 | 2,416 |
| 2023-01-05 | 2023-01-03 | Award | Stock Option (Right to Buy) | 827 | $0 | 827 options |
Governance Assessment
- Board effectiveness: As Audit & Finance Chair and SEC-designated financial expert, Baddour strengthens oversight of financial reporting, auditor independence, internal control and cybersecurity risk; the committee met 10 times in 2024 and recommended inclusion of audited financials in the 10-K. Attendance thresholds were met, and annual meeting attendance was universal.
- Independence and alignment: Independent Director, compliant with 5x retainer stock ownership guideline, beneficial ownership includes time-based RS and vested options; company policy prohibits hedging for all insiders, enhancing alignment.
- Compensation mix: FY 2024 Director total $336,157 (cash $116,500; equity ~$219,657 split between RS and options); program kept cash compensation consistent with 2023, annual equity grant ~50% RS/50% options with 1-year vest and CoC acceleration—time-based structure limits pay-for-performance linkage but supports retention.
- Conflicts and related-party exposure: Related Party Transactions policy in place; pre-approved ordinary-course transactions identified for certain other directors’ affiliations (Galderma, Avient, Baxter); no related-party transactions disclosed involving Baddour. Compensation Committee reported no interlocks.
RED FLAGS: None disclosed specific to Baddour on conflicts, hedging/pledging, attendance, or compensation anomalies. Equity awards are time-based (not performance-linked), which may be viewed as weaker pay-for-performance for directors but is standard market practice.