Mark Vergnano
WATERS CORP /DE/About Mark Vergnano
Independent director since 2022 (age 67). Former President & CEO of The Chemours Company and long‑tenured DuPont executive with global operations leadership, manufacturing, sales/marketing, and government affairs experience; education includes a BS from University of Connecticut and MBA from Virginia Commonwealth University . Currently serves on Johnson Controls International’s board; prior public board service includes Chemours (2015–2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Chemours Company | Chairman (2021); President & CEO | 2015–2021 | Led transformative growth; implemented ambitious growth strategy |
| DuPont | EVP; Group VP, Safety & Protection; VP/GM Nonwovens & Building Innovations; various roles | 1980–2015 | Global operations leadership; sales/marketing; government affairs and public policy exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Controls International plc (NYSE: JCI) | Director | Jul 2016–present | Current public company directorship |
| The Chemours Company (NYSE: CC) | Director | 2015–2022 | Former public company directorship |
Board Governance
- Committees at Waters: Compensation; Nominating & Corporate Governance (not Chair) .
- Committee composition and activity: Compensation Committee (Kuebler Chair, Ornskov, Vergnano) met 3x in 2024; Nominating & Corporate Governance (Ornskov Chair, Huang, Knight, Vergnano) met 3x in 2024 .
- Independence: Board determined all directors except CEO are independent under NYSE standards; Vergnano qualifies as independent .
- Attendance and engagement: Board met 11x in 2024; all directors attended at least 75% of Board and respective committee meetings; all directors attended the 2024 annual meeting .
- Stock ownership guidelines: Non‑employee directors must hold ≥5x annual retainer within 5 years; Vergnano has satisfied the guideline .
- Executive sessions and governance: Regular executive sessions of independent directors; robust governance practices including proxy access, majority voting, ESG oversight .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,000 | Board and committee retainers/meeting fees; standard structure is $70,000 annual cash retainer + $1,500 per Board/committee meeting; Chair retainers: Audit/Comp/NomGov $15,000; S&T $10,000 |
| Total Cash ($) | $97,000 | — |
| Annual Director Equity Grant ($) – Restricted Stock | $109,759 | Granted Jan 2, 2024; 334 shares at $328.62; vests Jan 2, 2025 |
| Annual Director Equity Grant ($) – Stock Options | $109,898 | 847 options at $328.62; vests Jan 2, 2025; one‑year term on vesting schedule |
| Total 2024 Director Compensation ($) | $316,657 | Mix aligned to cash + equity; equity is time‑based |
Performance Compensation
Directors do not receive performance‑conditioned equity (e.g., PSUs) at Waters; annual equity is time‑based restricted stock and stock options with one‑year vesting to align interests and support retention .
| Equity Award | Grant Date | Quantity/Terms | Grant‑Date Value | Vesting |
|---|---|---|---|---|
| Restricted Stock | Jan 2, 2024 | 334 shares @ $328.62 | $109,759 | One‑year vest to Jan 2, 2025 |
| Stock Options | Jan 2, 2024 | 847 options; strike $328.62 | $109,898 | One‑year vest to Jan 2, 2025 |
Structure: 2024 annual director equity approximately $220,000 split 50% restricted stock / 50% stock options; options priced at grant; both vest over one year; change‑in‑control/death acceleration applicable per award agreements .
Other Directorships & Interlocks
- Current public boards: Johnson Controls International plc (JCI) .
- Former public boards: The Chemours Company (CC) .
- Compensation committee interlocks: None in 2024 for Waters’ Compensation Committee members; no insider participation .
- Related‑party transactions: Policy requires Audit & Finance review; pre‑approved ordinary‑course arm’s‑length dealings noted for companies linked to other directors (Galderma, Avient, Baxter). No disclosure of transactions involving Johnson Controls or Chemours with Waters in 2024 .
Expertise & Qualifications
- Global operations leadership in chemicals/industrial; manufacturing, sales/marketing; transformation through significant growth periods (Chemours) .
- Government affairs/public policy exposure from DuPont tenure .
- Brings sector‑specific leadership and transformation experience to Compensation and Nominating & Corporate Governance committee oversight .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 4,210 shares | As of record date context cited in Security Ownership section footnotes |
| Stock Options Outstanding | 1,818 options | Outstanding as of Dec 31, 2024 across prior director grants |
| Ownership Guideline Status | Satisfied | Meets 5x annual retainer requirement |
Governance Assessment
- Board effectiveness: Active committee service on Compensation and Nominating & Corporate Governance aligns with his executive leadership background; committees met 3x each in 2024; overall board met 11x; attendance thresholds met, indicating engagement .
- Independence and alignment: Determined independent by Board; complies with robust director stock ownership guidelines; equity compensation is time‑based, avoiding pay‑for‑performance conflicts for directors .
- Conflicts/related‑party exposure: No reported related‑party transactions involving Vergnano’s external affiliations; Compensation Committee interlocks explicitly none in 2024—a positive governance signal .
- Shareholder signals: Waters received ~80% support on 2024 Say‑on‑Pay, indicating generally favorable shareholder sentiment toward compensation governance; supports broader board credibility, though not specific to director pay .
- Risk controls: Hedging/pledging prohibited; insider trading policy enforced; enterprise risk oversight and regular executive sessions strengthen governance posture .
Red flags: None disclosed related to attendance, related‑party transactions, or interlocks for Vergnano in 2024 .