Richard Fearon
WATERS CORP /DE/About Richard Fearon
Richard Fearon is an independent director at Waters Corporation, appointed March 27, 2023, and currently age 69. He serves on the Audit & Finance Committee and has been determined to be independent under NYSE standards. Fearon holds an AB in Economics from Stanford University and both a JD and MBA from Harvard University; he previously served as Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation, guiding more than 75 acquisitions and navigating the global recession.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation | Vice Chairman, Chief Financial and Planning Officer | 2009–2021 | Guided >75 acquisitions; led through global recession |
| Eaton Corporation | Chief Financial and Planning Officer | 2002–2021 | Corporate finance, planning leadership |
| Transamerica Corporation | SVP, Corporate Development & Strategic Planning | 1997–2001 | Strategic planning, corporate development |
| Transamerica Corporation | VP, Corporate Development | 1995–1997 | Corporate development |
| NatSteel Ltd. | Vice Chairman, NatSteel Chemicals; GM, Corporate Development | 1990–1995 | International corporate development |
| Booz Allen Hamilton; The Walt Disney Company; Boston Consulting Group | Various positions | Not disclosed | Strategy and operational experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avient Corporation (NYSE: AVNT) | Non-Executive Chairman; Lead Director (prior) | 2023–present; 2015–2023 | Current chair; prior lead director |
| CRH plc (NYSE: CRH) | Director | 2020–present | Board member |
| Crown Holdings, Inc. (NYSE: CCK) | Director | 2019–present | Board member |
| Eaton Corporation plc (NYSE: ETN) | Director (former) | 2015–2021 | Former board member |
| Hennessy Capital Investment Corporation VI (NASDAQ: HCVIU) | Director (former) | 2021–2023 | Former SPAC director |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Audit & Finance (member) |
| Chair roles | None disclosed |
| Independence status | Board determined all directors other than CEO are independent; Fearon meets NYSE independence |
| Audit committee financial expert | Yes (Board determined all Audit & Finance Committee members qualify) |
| 2024 attendance | All directors attended ≥75% of Board and respective committee meetings; 2024 annual meeting attendance by all directors |
| Committee meeting cadence | Audit & Finance met 10 times in 2024 |
| Executive sessions | Independent directors meet privately on a regular basis, chaired by the Board Chair |
Fixed Compensation
Program design for non-employee directors (2024):
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | $70,000 (paid quarterly) |
| Meeting fees | $1,500 per Board and committee meeting attended |
| Chair retainers | Audit & Finance $15,000; Compensation $15,000; Nominating & Corporate Governance $15,000; Science & Technology $10,000 |
| Annual equity grant | ~$220,000 grant-date fair value; 50% restricted stock, 50% non-qualified stock options; one-year vesting |
| Option exercise price (2024 grant) | $328.62 per share (closing price on grant date Jan 2, 2024) |
| Expense reimbursement | Reasonable expenses reimbursed |
Richard Fearon’s 2024 actual director compensation:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 109,759 | 109,898 | 319,657 |
Performance Compensation
2024 director equity grants – terms and amounts (Fearon):
| Grant Type | Grant Date | Amount/Terms | Vesting |
|---|---|---|---|
| Restricted stock | Jan 2, 2024 | 334 shares at $328.62 per share grant-date fair value (closing price) | One year; vests Jan 2, 2025 |
| Non-qualified stock options | Jan 2, 2024 | Exercise price $328.62; grant-date fair value $109,898 | One-year vest; annual director grant |
Notes:
- Director equity awards vest on a one-year schedule and accelerate upon death or change of control under applicable award agreements.
Other Directorships & Interlocks
| Counterparty | Nature of Interlock/Relationship | Governance Treatment |
|---|---|---|
| Avient Corporation | Fearon is Non-Executive Chairman; Waters’ policy explicitly references ordinary course arm’s-length transactions with Avient | Deemed pre-approved/ratified by Related Party Transactions Policy; overseen by Audit & Finance Committee |
| CRH plc; Crown Holdings | Fearon is a director | No specific related-party transactions disclosed in proxy beyond policy categories |
Expertise & Qualifications
- Deep corporate finance and accounting leadership; former CFO and planning leader at Eaton; extensive M&A (>75 transactions) and investor relations experience .
- Audit & Finance Committee member designated as an “audit committee financial expert” by the Board .
- Education: AB, Stanford; JD and MBA, Harvard (legal and business credentials) .
- Global operational experience across diversified industrials and strategic planning roles .
Equity Ownership
| As of | Beneficial Ownership (shares) | % Outstanding | Breakdown | Ownership Guidelines | Compliance Status |
|---|---|---|---|---|---|
| Mar 24, 2025 | 4,401 | <1% | 1,972 shares held; 2,429 options exercisable within 60 days | Non-employee directors: 5x annual cash retainer within 5 years | Appointed Mar 2023; compliance window until 2028; not yet satisfied, within window |
Policy notes:
- Insider Trading Policy prohibits hedging and short sales; sets pre-clearance and 10b5-1 plan requirements.
Governance Assessment
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Strengths:
- Independent director with audit committee financial expertise; sits on Audit & Finance Committee that met 10 times in 2024. Attendance and engagement thresholds were met, and all directors attended the 2024 annual meeting.
- Robust governance framework: majority voting, proxy access, regular executive sessions, stock ownership guidelines for directors, and clawback/recoupment policies for executives.
- Clear, market-aligned director pay structure with modest cash retainers and balanced equity mix; Fearon’s 2024 total was $319,657, with cash at $100,000 and equity ~$219,657.
-
Watchpoints:
- Multiple public company boards (CRH, Crown Holdings, Avient) can raise time-commitment concerns; Waters’ guidelines review other commitments and audit-committee limits case-by-case (no fixed cap beyond NYSE rule of ≤3 audit committees unless Board determines otherwise). No impairment noted by the Board.
- Interlock with Avient: ordinary-course transactions are pre-approved under the Related Party Transactions Policy and overseen by the Audit & Finance Committee; continue to monitor for arm’s-length terms.
- Ownership alignment: Fearon is within his 5-year window to meet 5x retainer ownership guideline by 2028; current beneficial ownership (<1%) is typical early in tenure.
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Shareholder sentiment context:
- 2024 say-on-pay support was ~80%, indicating generally favorable views of compensation governance, though this pertains to executive pay rather than director compensation.