Waters Corp 8-K, filed Apr 21, 2021
Waters Corp /De/ (WAT)
About this 8-K
Waters Corp filed this 8-K on April 21, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b), (c) and (e) On April 21, 2021, Waters Corporation (the “Company”) announced that Amol Chaubal had been hired to serve as the Company’s Senior Vice President and Chief Financial Officer, effective May 12, 2021. Michael Silveira, the Company’s interim Chief Financial Officer, will resume his position as Vice President Corporate Finance & Corporate Controller, effective May 12, 2021. Mr. Silveira will no longer serve as the Company’s principal financial officer and principal accounting officer of the Company, effective May 12, 2021.
Mr. Chaubal, age 45, joins the Company from Quanterix Corporation, a life sciences company, where he served as Chief Financial Officer since April 2019. Before Quanterix, Mr. Chaubal served as CFO, Global Operations at Smith & Nephew, a global medical devices company, from October 2017 to April 2019. Prior to his time at Smith & Nephew, he served as Corporate Vice President and Head of Finance for the Clinical Research Services and Access business at Parexel from July 2015 to October 2017.
In connection with Mr. Chaubal’s hiring, on April 16, 2021, the Company entered into an employment offer letter with Mr. Chaubal (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Chaubal is entitled to receive an annual base salary of $500,000 and is eligible for an annual bonus based on the achievement of performance objectives, with his target annual bonus equal to 75% of his base salary (prorated for 2021 based on the number of months during 2021 which he is employed). The Employment Agreement also provides that in connection with the commencement of his employment, Mr. Chaubal will receive equity-based awards having a total grant date value of approximately $1.5 million, 50% of which will be in the form of a stock option award and the remaining 50% of which will be in the form of a restricted stock unit award, which awards will vest on an annual basis over five years from the date of grant, subject to Mr. Chaubal’s continued employment, and a $200,000 cash sign-on bonus. The sign-on bonus is subject to repayment, on a pro rata basis, in the event Mr. Chaubal resigns without Good Reason or his employment is terminated for Cause (as such terms are defined in the Employment Agreement), in either case, within one year following his first day of employment.
If Mr. Chaubal’s employment is terminated by the Company other than for Cause or if he resigns for Good Reason, Mr. Chaubal will be entitled to receive, subject to the execution of a release of claims and continued compliance with the restrictive covenants contained in the Employment Agreement, continued base salary and target annual bonus for a period of twelve (12) months, plus a lump sum amount equal to the amount that the Company would have paid in premiums under the life, accident, health and dental insurance plans in which Mr. Chaubal and his dependents were participating immediately prior to the termination of his employment for the twelve (12)-month period thereafter. Mr. Chaubal will be subject to non-competition and non-solicitation restrictions for a period of one to two years following the termination of his employment depending on the circumstances of his termination.
In connection with the execution of the Employment Agreement, the Company entered into a Change of Control/Severance Agreement dated April 16, 2021 with Mr. Chaubal (the “Change of Control Agreement”). The Change of Control Agreement provides that if, within nine months prior to a Change of Control (as defined in the Change of Control Agreement) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, or within eighteen (18) months following a Change of Control, the Company terminates Mr. Chaubal’s employment for a reason other than Cause, death or disability, or Mr. Chaubal resigns for Good Reason (as such terms are defined in the Change of Control Agreement), then, subject to the execution of a release of claims, the Company will pay to Mr. Chaubal a lump sum amount equal to (I) twenty-four (24) times his monthly base salary, plus (II) the amount payable pursuant to clause (I) multiplied by his target bonus percentage (or, if greater, his accrued bonus percentage for the current year), plus (III) the amount that the Company would have paid in premiums under the life, accident, health and dental insurance plans in which Mr. Chaubal and his dependents were participating immediately prior to the termination of his employment for the twenty-four (24)-month period following the date of the Change of Control or termination of employment, as applicable, reduced by the amount of any severance or similar amounts paid or payable under the Employment Agreement. In addition, the Change of Control Agreement provides for accelerated vesting of any outstanding equity awards (other than performance-based awards) and qualified or non-qualified capital accumulation benefits under certain Company benefit plans upon such Change of Control or termination of employment (in the case of a qualifying termination of employment prior to such Change of Control), as applicable.
On April 16, 2021 and April 19, 2021, respectively, the Company entered into a transition and consulting agreement with each of Dr. Michael C. Harrington, the Company’s Senior Vice President, Global Markets, and Ian S. King, the Company’s Senior Vice President, Global Products (the “Transition Agreements”). Under the Transition Agreements, each of Dr. Harrington and Mr. King will continue to serve in their respective positions and as members of the Company’s executive committee until April 30, 2021, will serve as non-executive employees until July 2, 2021 and will serve as consultants to the Company until June 30, 2022 (in the case of Dr. Harrington) or September 3, 2021 (in the case of Mr. King), in each case, subject to the terms of the applicable Transition Agreement. Dr. Harrington and Mr. King will remain entitled to receive their respective base salaries and participate in the Company’s benefit plans during the period of their employment, and will each be paid consulting fees of $10,000 per month during the period they serve as consultants to the Company. Dr. Harrington’s and Mr. King’s terminations of employment qualify as a retirement for purposes of their outstanding Company equity awards. In addition, Dr. Harrington will be paid a one-time bonus of $225,000 in consideration for his agreeing to certain restrictive covenants, including non-competition and non-solicitation covenants that will apply until the first anniversary of his termination of employment. In the event the Company terminates the employment of Dr. Harrington or Mr. King without Cause (as defined in their respective Transition Agreements) prior to July 2, 2021, the applicable executive will continue to be paid his base salary through such date and Dr. Harrington would remain eligible to receive the one-time bonus described in the preceding sentence.
On April 18, 2021, the Company entered into a letter agreement with Jonathan M. Pratt (the “Letter Agreement”), pursuant to which Mr. Pratt’s title was changed to Senior Vice President, Waters Division and his base salary was increased to $568,000 per year, in each case, effective as of May 1, 2021. In addition, Mr. Pratt will be granted a one-time supplemental equity award having a total grant date value of approximately $300,000, 50% of which will be in the form of a stock option award and the remaining 50% of which will be in the form of a restricted stock unit award. These equity awards will vest on an annual basis over five years from the date of grant, subject to Mr. Pratt’s continued employment on the applicable vesting date. Pursuant to the Letter Agreement, Mr. Pratt agreed to be subject to non-competition and non-solicitation restrictions for a period of one to two years following the termination of his employment depending on the circumstances of his termination.
In recognition of Mr. Silveira’s service as interim Chief Financial Officer, on April 16, 2021 the Compensation Committee approved the grant of a supplemental restricted stock unit award to him having a grant date value of approximately $300,000, which award will vest on an annual basis over five years from the date of grant, subject to Mr. Silveira’s continued employment on the applicable vesting date. This grant will be made on May 3, 2021.
The foregoing descriptions of the Employment Agreement, the Change of Control Agreement, the Transition Agreements and the Letter Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreement, which agreements will be filed as exhibits to the Company’s next Form 10-Q.
| Item 7.01 | Regulation FD Disclosure. |
On April 21, 2021 the Company issued a press release announcing the planned leadership transitions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information (including Exhibit 99.1) being furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number |
Description of Exhibits | |
| 99.1 | Press release dated April 21, 2021. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WATERS CORPORATION | ||||||
| Dated: April 21, 2021 | By: | /s/ Keeley A. Aleman | ||||
| Name: | Keeley A. Aleman | |||||
| Title: | Senior Vice President, General Counsel, and Secretary | |||||
Exhibit 99.1
Waters Corporation Continues Transformation with Planned Leadership Transitions
NEWS SUMMARY:
| • | Amol Chaubal named Waters Chief Financial Officer |
| • | Jonathan Pratt named Senior Vice President of new Waters Division |
| • | Jianqing Bennett named Senior Vice President of TA Instruments Division |
| • | Mike Harrington, Senior Vice President of Global Markets, and Ian King, Senior Vice President of Global Products, to retire |
MILFORD, Mass — April 21, 2021 – Waters Corporation (NYSE: WAT) continues its transformation program with the announcement of several planned leadership appointments and executive retirements.
Amol Chaubal will assume the role of Senior Vice President and Chief
Financial Officer, effective May 12, 2021. Mr. Chaubal joins Waters from Quanterix Corporation, a publicly traded life sciences company, where he served as Chief Financial Officer since April 2019, helping to oversee a period of strong
shareholder value creation and returns. Amol brings deep experience in pharma and diagnostics and has led
many transformations, including those that brought organic and inorganic growth. Michael Silveira, who has served as Interim Chief Financial Officer since January 2021, will resume his previous responsibilities as Corporate Controller and assume the
role of Chief Accounting Officer, reporting to Mr. Chaubal, on May 12, 2021.
The Company also announced that Dr. Mike Harrington, Senior Vice President of Global Markets, and Ian King, Senior Vice President of Global Products, will retire following decades of service to Waters. They remain at Waters until July 2, 2021, and then will continue in consultative roles to ensure a smooth transition. Following a comprehensive search process, the Company made the following leadership appointments and organizational changes effective May 1, 2021:
| • | Waters has established a dedicated Innovation Board chaired by President and CEO Dr. Udit Batra. The Innovation Board includes R&D, business development and marketing leaders from across the Company and was formed to identify unmet needs in the markets the Company serves, assess technology proof of concepts and monitor the execution of top programs. |
| • | Jonathan Pratt has been named Senior Vice President of the new Waters Division, comprising Global Products and Markets, bringing together commercial and R&D under one leader to drive strong cross-functional collaboration and faster decision-making to better meet customer needs. In this role, he will be responsible for Liquid Chromatography and Mass Spectrometry Instruments, consumables, informatics, sales, marketing and service. Mr. Pratt has more than 20 years of experience in life sciences and joined Waters as Senior Vice President in 2019 where he most recently served as President of TA Instruments and led the R&D and commercial teams with strong customer focus and execution. |
| • | Jianqing Bennett has been named Senior Vice President of TA Instruments Division, succeeding Mr. Pratt. Ms. Bennett most recently served as Senior Vice President, High Growth Markets at Beckman Coulter Diagnostics since 2017, where she helped accelerate revenue growth and market share gain by implementing commercial model changes in China and the EMEA region and driving excellence in commercial execution across all High Growth regions. |
Mr. Chaubal, Mr. Pratt and Ms. Bennett will report to Dr. Batra. Kristen Garvey, Vice President of Corporate Communications, will also join the Executive Committee, reporting to Dr. Batra.
“On behalf of the entire Waters team, I want to thank Mike and Ian for their decades of service and contributions to Waters,” said Dr. Batra, Waters President and CEO. “I am personally thankful to both Mike and Ian for all they did to bring me up to speed and help our organization navigate the challenges of
2020. Over nearly 40 years with Waters, Ian has been instrumental in leading the expansion of our product pipeline and global product growth efforts. During his 34 years of service to Waters, Mike oversaw numerous transformations that enhanced Waters’ operational effectiveness and efficiency. As valued mentors to thousands of Waters employees, Mike and Ian have helped build Waters’ deep bench of talent and we wish them both all the best in retirement.”
Dr. Batra continued, “We are off to a good start with our commercial execution and now with these leadership appointments, we have set the stage to develop a competitive long-term strategy. The appointments we announced today follow an extensive search process to identify top candidates who will build on the progress we made in the fourth quarter to regain our commercial momentum and strengthen performance management. Amol, Jon, Jianqing and Kristen have strong records of leading high-performing teams and delivering results, including through transformations. We are pleased to have Amol and Jianqing join our team and look forward to benefitting from their respective financial and operating expertise as we accelerate growth and innovation to further strengthen our customer focus.”
“Jon is a seasoned leader with deep commercial expertise who knows Waters well and will help us strengthen the collaboration between our R&D and commercial operations. I also want to thank Mike Silveira for stepping in during the transition and for setting the foundation for the transformation,” concluded Dr. Batra.
Mr. Chaubal said, “Waters has a strong foundation with industry-leading profitability and strong financial flexibility. I am pleased to join the Waters team at this transformative time and look forward to partnering with Mike Silveira and the Finance team to build on the Company’s momentum and drive enhanced shareholder value.”
Ms. Bennett said, “I have long admired Waters for its commitment to innovation, strong values and tremendous talent. I am excited to lead the TA Instruments business at this pivotal time in the Company’s transformation. I look forward to working with the TA leadership team to advance our strategy and build on Waters’ record of success.”
About Amol Chaubal, Chief Financial Officer, Member of the Executive Committee as of May 12, 2021
Prior to joining Waters, Amol Chaubal was Chief Financial Officer at Quanterix since 2019. From 2017 to 2019, Mr. Chaubal was Chief Financial Officer of Global Operations at Smith & Nephew. Prior to Smith & Nephew, he served as Corporate Vice President and Head of Finance for PAREXEL’s Clinical Research Services and Access business from 2015 to 2017. Between 2013 and 2015, he was the North America Chief Financial Officer and later Regional Chief Operating Officer at Brookfield Renewable Energy Group, part of Brookfield Asset Management. Prior to Brookfield, Mr. Chaubal was Chief Financial Officer North America at Novartis Vaccines & Diagnostics and spent 11 years with Novartis in positions of increasing responsibility across Switzerland, Canada and the United States. He began his career with Procter & Gamble.
He has an MBA from INSEAD (France) and a Master’s in Chemical Engineering from Indian Institute of Technology, Mumbai.
About Jonathan Pratt, SVP, Waters Division, Member of the Executive Committee as of May 1, 2021
Jonathan Pratt served as Senior Vice President and President of TA Instruments at Waters Corporation since 2019. Prior to joining Waters, Mr. Pratt was President of Beckman Coulter Life Sciences (a Danaher operating company), where he spearheaded efforts that drove improved operating profit and revenue growth. Previously, Mr. Pratt held roles of increasing responsibility over 19 years at Pall Corporation, acquired by Danaher in 2015, including Vice President and General Manager from 2013 to 2016 and Senior Vice President of the Food and Beverage division from 2008 to 2013. Earlier in his career, Mr. Pratt served in leadership positions at Whatman (a GE company) and Monsanto UK.
Mr. Pratt also serves on the Board of SPX FLOW, Inc. where he is also a member of the Audit, Compensation and Nominating & Governance Committees.
He holds an MBA from New York University’s Stern School of Business and a B.S. in Chemistry from the University of Reading, UK.
About Jianqing Bennett, SVP, TA Instruments Division, Member of the Executive Committee as of May 1, 2021
Prior to joining Waters, Jianqing Bennett was Senior Vice President, High Growth Markets at Beckman Coulter Diagnostics (a Danaher operating company), where she was responsible for the P&L of High Growth Markets and managed the full portfolio of In-Vitro clinical core laboratory solutions. Prior to Beckman Coulter Diagnostics, she served in roles of increasing responsibility over 14 years at Carestream Health, including President of the Medical Digital Business from 2015 to 2017. Prior to Carestream Health, Ms. Bennett served in multiple roles at GE Healthcare Inc. in the U.S. from 2001 to 2003 and China from 1995 to 1999.
Ms. Bennett holds an MBA in Management Information Systems from The University of Iowa and a B.S. in Biomedical Engineering from Fudan University (Shanghai).
About Kristen Garvey, VP, Corporate Communications, Member of the Executive Committee as of May 1, 2021
Kristen Garvey has served as Vice President of Corporate Communications at Waters Corporation since 2019, leading the Company’s communication strategy across stakeholder groups and overseeing public relations, corporate branding, community involvement and executive and employee communications. From 2018 to 2019, Ms. Garvey served as Senior Director, Corporate Communications at Waters.
Prior to joining Waters, Ms. Garvey served as Senior Director, Internal Communications at Dell from 2016 to 2018. Prior to Dell, she served in a series of leadership roles in internal communications at EMC. Earlier in her career, Ms. Garvey served as a Women’s Network Advisory Board Member at the Greater Boston Chamber of Commerce and held leadership positions at Chadwick Martin Bailey and DataViz.
She earned a B.A. in Communications from the University of Massachusetts Amherst.
About Michael Silveira, Corporate Controller and Chief Accounting Officer, reporting to Amol Chaubal as of May 12, 2021
Prior to being appointed Interim Chief Financial Officer of Waters Corporation in January 2021, Michael Silveira served as Vice President and Corporate Controller since 2013, assuming responsibility over treasury, tax and corporate financial planning and analysis, and accounting and external reporting in 2018. From 2004 to 2013, Mr. Silveira served as Assistant Corporate Controller.
Prior to Waters, Mr. Silveira held several senior financial management positions with Astro-Med (now known as AstroNova), Textron and KPMG.
He earned a B.S. in Accounting from Providence College and is a Certified Public Accountant.
About Waters
Waters Corporation (NYSE:WAT), the world’s leading specialty measurement company, has pioneered chromatography, mass spectrometry, and thermal analysis innovations serving the life, materials, food and environmental sciences for more than 60 years. With more than 7,400 employees worldwide, Waters operates directly in 35 countries, including 14 manufacturing facilities, and with products available in more than 100 countries.
Cautionary Statement
This release contains “forward-looking” statements regarding future results and events, including statements regarding leadership transitions and the Company’s transformation program. For this purpose, any statements that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “will,” “feels”, “believes”, “anticipates”, “plans”, “expects”, “intends”, “suggests”, “appears”, “estimates”, “projects”, and similar expressions, whether in the negative or affirmative, are intended to identify forward-looking statements. Actual future results and events may differ significantly from the results and events discussed in the forward-looking statements within this release for a variety of reasons, including the factors that are discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” of the Company’s annual report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”), as updated by the Company’s subsequent filings with the SEC. The forward-looking statements included in this release represent the Company’s estimates or views as of the date of this release and should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this release. Except as required by law, the Company does not assume any obligation to update any forward-looking statements.
Contacts
Waters Corporation
Bryan Brokmeier, 508-482-3448
investor_relations@waters.com
Senior Director Investor Relations
Waters Corporation
Kevin Kempskie, 617-413-4333
pr@waters.com
Senior Director Public Relations