Udit Batra
WATERS CORP /DE/About Udit Batra
Udit Batra, Ph.D., is President & CEO of Waters Corporation and a Director since September 1, 2020; age 54, with a BS from the University of Delaware and a PhD in Chemical Engineering from Princeton University . Prior roles include CEO of Merck KGaA’s Life Science business (MilliporeSigma) (2014–2020) and executive posts at Merck KGaA, Novartis, Johnson & Johnson, McKinsey & Co., and Merck & Co. . Under Waters’ pay-versus-performance framework, compensation actually paid to Batra has been aligned with company TSR and adjusted organic net income; cumulative TSR from year-end 2019 to year-end 2024 was 158% versus 90% for the peer group, with 2024 adjusted non-GAAP organic net income of $709.1 million (vs. GAAP net income $637.8 million) . Management commentary highlights high single-digit sales growth and double-digit adjusted EPS growth for 2025, with momentum into 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck KGaA (MilliporeSigma) | CEO, Life Science; Executive Board Member | 2014–2020 | Guided strategic transformation and integration with Sigma-Aldrich; oversaw global IT and bioethics panel . |
| Merck KGaA | President & CEO, Consumer Health | 2011–2014 | Led consumer health portfolio; global leadership . |
| Novartis | Corporate Strategy; Country President (ANZ Pharma); Global Public Health & Market Access | 2006–2011 | Built corporate strategy; led country operations; market access . |
| Johnson & Johnson | Global Brand Director, Wound Care | 2004–2005 | Global brand leadership in consumer health . |
| McKinsey & Co. | Senior Engagement Manager | 2001–2004 | Healthcare, consumer, non-profit advisory . |
| Merck & Co., Inc. | Research Fellow | 1996–2001 | Technical R&D grounding in pharma . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | No current or past 5-year public boards . |
Fixed Compensation
Multi-year CEO compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,038,472 | $1,097,500 | $1,100,000 |
| Non-Equity Incentive Plan Compensation | $2,056,778 | $0 | $1,197,119 |
| All Other Compensation | $19,500 | $69,444 | $24,300 |
| Total | $9,409,550 | $8,742,180 | $11,148,038 |
Notes:
- “Compensation Actually Paid” in 2024 was $14,563,626; CAP methodology per SEC Item 402(v) and driven by equity fair value changes .
Performance Compensation
| Component | Design | Metric(s) | Weighting | Period | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (AIP) | Cash; pay-for-performance | Adjusted non-GAAP organic constant currency revenue growth (OCCRG); Adjusted non-GAAP organic net income growth (ONIG) | Not disclosed | Annual | Paid following performance year . |
| PSUs | Equity with performance | Relative TSR (rTSR); three-year OCCRG | Not disclosed | 3 fiscal years | Cliff vest after performance period . |
| RSUs & Options | Time-based equity | Stock price alignment | — | 5-year vesting horizon for RSUs and options | Vests over five years; PSUs after 3-year period . |
Selected realized equity in 2024:
- Shares acquired on vesting: 14,511; value realized: $5,021,386 for Batra .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock awards vested (2024) | 14,511 shares; $5,021,386 value realized . |
| Deferred compensation (401(k) Restoration Plan) | Aggregate ending balance $224,341 for Batra (2024); no executive or company contributions in 2024; participant-directed earnings . |
| Vesting norms | Non-qualified stock options and RSUs generally vest over five years; PSUs vest after three-year performance period . |
| Hedging/pledging | Not disclosed in available documents. |
Employment Terms
| Provision | Outside Change-in-Control (CIC) | CIC (double-trigger) |
|---|---|---|
| Severance | Continued salary + target annual bonus for 24 months; lump-sum equivalent of 24 months benefits premiums; pro-rata annual bonus if employed on/after July 1 of year; subject to release and restrictive covenants | Lump sum equal to: 36× monthly base salary + same amount × target bonus percentage (or accrued bonus % if higher) + 36 months benefits premiums; offsets any severance under employment agreement; equity awards and capital accumulation benefits vest/become exercisable upon such termination in connection with CIC; subject to release . |
| Restrictive covenants | Noncompetition and non-solicitation for 1–2 years post-termination depending on circumstances; confidentiality and IP protection . | |
| Trigger definition | Termination by company other than Cause or resignation for Good Reason; double-trigger within 9 months prior (after substantive discussions) or 18 months post CIC . |
Board Governance
| Attribute | Detail |
|---|---|
| Board role | Director since 2020; CEO; committees: none . |
| Independence | Not independent (CEO) . |
| Compensation Committee | 2025 Compensation Committee members referenced: Christopher A. Kuebler (Chair), Flemming Ornskov, Mark P. Vergnano, which recommended inclusion of CD&A in the proxy . |
| Director pay (program context) | Non-employee directors received cash, restricted stock, and option awards (e.g., 2024 totals: Ornskov $480,157; Baddour $336,157), while Batra received no director compensation . |
Director Compensation (for non-employee directors)
| Director | Cash Fees | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Flemming Ornskov, M.D., M.P.H. | $260,500 | $109,759 | $109,898 | $480,157 |
| Linda Baddour | $116,500 | $109,759 | $109,898 | $336,157 |
| Daniel Brennan | $101,500 | $109,759 | $109,898 | $321,157 |
Note: Dr. Batra did not receive compensation for director service; his compensation is reported as CEO .
Compensation Structure Analysis
- High at-risk pay mix: In 2024, performance-based compensation (target annual incentive plus LTI grant date value assuming PSU target) represented ~90% of Batra’s target total direct compensation; other NEOs ~78% .
- Metrics tied to pay: AIP uses OCCRG and ONIG; PSUs use rTSR and three-year OCCRG, linking pay to top-line growth, profitability, and shareholder return .
- Equity-heavy LTI with long vesting: 5-year vesting for RSUs/options and 3-year for PSUs supports retention and long-term alignment; CAP sensitive to stock price movement .
- Realized equity: Significant 2024 vesting value ($5.0M) indicates ongoing equity conversion events that can create periodic selling needs for tax withholding or diversification .
Say-on-Pay & Shareholder Feedback
- 2025 proxy included advisory vote on executive compensation; institutional N-PX filings show votes cast on WAT’s say-on-pay and director elections, but company-level approval percentages are not disclosed in the available documents .
Expertise & Qualifications
- Chemical engineering PhD with two decades of senior leadership in global life sciences and consumer health; led large-scale integrations and strategic transformations at Merck KGaA (MilliporeSigma) .
Investment Implications
- Alignment: The ~90% at-risk pay structure and PSUs linked to rTSR/OCCRG indicate strong pay-for-performance alignment; CAP tracks TSR and adjusted net income over time .
- Retention vs cost: Robust double-trigger CIC protections (3× salary plus target bonus-equivalent and full equity acceleration upon qualifying termination) enhance retention but increase potential change-of-control costs; non-compete/non-solicit covenants support post-termination protection .
- Equity cadence: Five-year time-vesting and three-year performance vesting create predictable windows of vesting; 2024 vesting value ($5.0M) underscores ongoing conversion that can lead to sell-to-cover activity and potential short-term insider selling pressure around vesting dates .
- Governance: Dual role as CEO and Director (non-independent) is mitigated by independent committee oversight, including a Compensation Committee chaired by an independent director .
- Performance backdrop: Waters has delivered high single-digit sales growth and double-digit adjusted EPS growth in 2025, with momentum into 2026, which supports incentive attainment prospects .