Merilee Raines

About Merilee Raines

Merilee Raines, 69, has served on Watts Water Technologies’ (WTS) Board since 2011. She is the former CFO and EVP of IDEXX Laboratories (retired 2013) and is designated an “audit committee financial expert,” bringing deep finance, capital allocation, and risk oversight credentials to the Board . She is an independent director under NYSE rules, as determined by the Board in 2025 .

Past Roles

External Roles

Board Governance

• Independence: The Board determined in 2025 that Merilee Raines is independent under NYSE rules; WTS is a “controlled company” but does not rely on controlled-company exemptions and maintains a majority-independent board .
• Committee assignments: Audit Committee Chair; member of Governance & Sustainability Committee; not listed on Compensation Committee .
• Financial expertise: The Board designated Ms. Raines an “audit committee financial expert” under SEC rules .
• Attendance and engagement: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting . Audit Committee held 5 meetings in 2024; Governance & Sustainability held 4 .
• Leadership and oversight context: Lead Independent Director is David A. Dunbar; the Board holds at least quarterly executive sessions of non-management directors .
• Dual-class governance backdrop: The Horne family controls 68.3% of voting power via a voting trust; Board asserts no reliance on controlled-company exemptions and continued focus on independent oversight .

Fixed Compensation (Director)

Performance Compensation (Director)

• Director equity structure: Annual grant value targeted at $130,000; number of shares determined using a 30-day trailing average; no meeting fees; reimbursement of reasonable out-of-pocket expenses .
• Deferral mechanics: Deferred shares accrue cash-settled dividend equivalents without interest for distribution at the end of the deferral period .
• No options/PSUs for directors; 2024 awards were outright stock not subject to vesting (retention derives from ongoing annual grant policy) .

Other Directorships & Interlocks

Expertise & Qualifications

• Former public company CFO and EVP with extensive finance, controllership, and capital allocation experience; designated audit committee financial expert .
• Board skills matrix highlights finance/capital allocation, M&A, senior leadership, risk management, governance/public company, international, and related competencies across the Board’s nominees; Raines’ biography and committee leadership support deep financial oversight capability .

Equity Ownership

• Ownership guidelines: Non-employee directors must hold ≥3x annual cash retainer ($255,000 for 2024); all non-employee directors with ≥3 years of service were in compliance as of end of Q2 2024 (includes Raines) .
• Hedging/pledging: WTS prohibits hedging, short sales, margin purchases, and pledging of company securities by directors .

Governance Assessment

• Strengths for investor confidence:

  • Independent Audit Chair designated as financial expert, with five Audit Committee meetings in 2024—a robust cadence for financial oversight .
  • Independence affirmed despite controlled-company status; WTS opts not to rely on NYSE controlled-company exemptions, maintaining majority-independent board and fully independent committees, which enhances checks and balances .
  • Strong director ownership posture and anti-hedging/pledging policy align directors with shareholder interests and reduce misalignment risk .
  • High say-on-pay support (96.8% in 2025; ~98% in 2024) suggests broad investor confidence in compensation governance and oversight by the Board .

• Potential risk considerations / RED FLAGS to monitor:

  • Dual-class control (68.3% voting power via Horne family voting trust) is a recognized governance risk; mitigations include independent leadership roles, committee independence, and non-reliance on exemptions, but control risk persists structurally .
  • Director equity grants are outright shares (not performance-vested); while aligned via ownership, they provide less explicit performance linkage versus PSUs. However, annual grant policy and ownership guidelines partly offset this .

Say-On-Pay & Shareholder Feedback

Additional Notes on Policies Relevant to Conflicts

• Related-party transactions: WTS maintains a written Related Person Transaction Policy requiring advance review/approval by the Governance & Sustainability Committee; criteria include ordinary-course terms, fairness, and best-interest determinations .
• Insider trading and restrictions: Directors are subject to an Insider Trading Compliance Policy, separate from the hedging/pledging prohibitions, designed for legal and NYSE compliance .

Director Compensation (Detail for 2024)

• Non-employee director program positioning targeted at median of peer group; program set in Q2 2022 based on analysis by Pearl Meyer (independent consultant) .
• Standard cash retainer $85,000; Audit Chair +$20,000; annual stock grant valued at $130,000; shares determined via 30-day trailing average; Raines elected deferral of 2024 stock award .

Committee Assignments (Current)

• Audit Committee: Chair – Merilee Raines; Members – Rebecca J. Boll, Kenneth Napolitano, Joseph W. Reitmeier .
• Governance & Sustainability Committee: Members include Merilee Raines (Chair: Michael J. Dubose) .

Attendance Snapshot (2024)

• Board meetings: 7; all incumbent directors met at least 75% combined Board/committee meeting attendance .
• Audit Committee: 5 meetings; Governance & Sustainability: 4 meetings .
• Annual Meeting attendance: All directors attended 2024 .