DEF 14A of Cooper Companies, Inc., Feb 2, 2024

DEF 14A of Cooper Companies, Inc.

Filed Feb 2, 2024 · FY20230000711404-24-000008

Open on EDGAR

  1. Director Nominees for Consideration at the Annual Meeting

    Director Nominees for Consideration at the Annual Meeting

  2. Director Nominees for Consideration at the Annual Meeting

    | | | | Committee Memberships | | | | | Name | Director Since | Age | Audit | Corporate Governance & Nominating | Organization & Compensation | Independent | | Robert S. Weiss (Chairman) | 1996 | 77 | | | | | | William A. Kozy (Lead Director) | 2016 | 72 | | ❖ | ◆ | | | Lawrence E. Kurzius | 2023 | 66 | ◆ | | ◆ | | | Colleen E. Jay | 2016 | 61 | | ◆ | ❖ | | | Cynthia L. Lucchese | 2022 | 63 | ◆ | ◆ | | | | Teresa S. Madden | 2020 | 67 | ❖ | | ◆ | | | Maria Rivas, M.D. | 2021 | 60 | ◆ | ◆ | | | | Albert G. White III (CEO) | 2018 | 54 | | | | |

  3. Director Nominees for Consideration at the Annual Meeting

    | PROPOSAL 2 – RATIFY APPOINTMENT OF KPMG LLP | Page 69 |

  4. Securities Held by Insiders

    Securities Held by Insiders The following table contains information regarding ownership of our common stock by each of our directors, the executives named in the Summary Compensation Table, and all current directors and executive officers as a group. The figures in this table represent sole voting and investment power except where otherwise indicated.

  5. Securities Held by Insiders

    | | Common Stock Beneficially Owned as of Dec. 31, 2023 | | | Name of Beneficial Owner | Number of Shares | Percentage of Shares | | Brian G. Andrews (1) | 70,522 | * | | Colleen E. Jay (2) | 7,743 | * | | William A. Kozy (3) | 8,080 | * | | Lawrence E. Kurzius | — | * | | Cynthia L. Lucchese | 512 | * | | Teresa S. Madden | 1,686 | * | | Daniel G. McBride (4) | 177,827 | * | | Gary S. Petersmeyer (5) | 4,446 | * | | Maria Rivas, M.D. | 1,132 | * | | Holly R. Sheffield (6) | 70,412 | * | | Gerard H. Warner III (7) | 14,645 | * | | Robert S. Weiss (8) | 204,855 | * | | Albert G. White III (9) | 398,033 | * | | All current directors and executive officers as a group (15 persons) | 986,966 | 2.0% |

  6. Securities Held by Insiders

    * Less than 1% ownership. (1)Includes 66,227 shares which Mr. Andrews could acquire upon the exercise of currently exercisable stock options and 723 shares underlying RSUs vesting on or before February 29, 2024. (2)Includes 1,766 shares which Ms. Jay could acquire upon the exercise of currently exercisable stock options. (3)Includes 1,766 shares which Mr. Kozy could acquire upon the exercise of currently exercisable stock options. (4)Includes 142,715 shares which Mr. McBride could acquire upon the exercise of currently exercisable stock options and 1,042 shares underlying RSUs vesting on or before February 29, 2024. Also includes 23,624 shares held by an estate planning trust in which Mr. McBride maintains 50% or greater control. (5)Includes 1,782 shares which Mr. Petersmeyer could acquire upon the exercise of currently available stock options and 2,447 share held by an estate planning trust in which Mr. Petersmeyer maintains 50% or greater control. (6)Includes 63,434 shares which Ms. Sheffield could acquire upon the exercise of currently exercisable stock options and 986 shares underlying RSUs vesting on or before February 29, 2024. (7)Includes 10,617 shares which Mr. Warner could acquire upon the exercise of currently exercisable stock options and 2,738 shares underlying RSUs vesting on or before February 29, 2024. (8)Includes 60,322 shares which Mr. Weiss could acquire upon the exercise of currently exercisable stock options. Also includes 73,840 shares held by an estate planning trust in which Mr. Weiss maintains 50% or greater control. (9)Includes 356,603 shares which Mr. White could acquire upon the exercise of currently exercisable stock options. _____________________________________________________________________________________________________________________________________________________________

  7. Securities Held by Insiders

    | EXECUTIVE OFFICERS OF THE COMPANY |

  8. Securities Held by Insiders

    Set forth below is information regarding our executive officers as of February 1, 2024 (other than our CEO, who is also a director and whose information appears below with information regarding our Nominees for election as director).

  9. Securities Held by Insiders

    | Daniel G. McBride | Age: 59 | | Executive Vice President & Chief Operating Officer | |

  10. Securities Held by Insiders

    Mr. McBride has served as Executive Vice President and Chief Operating Officer since November 2013. He also served as interim General Counsel and Secretary from March 2022 through July 2022. He previously served as President of CooperVision, our contact lens business, from February 2014 through February 2022, as our Chief Risk Officer from July 2011 through October 2013, as our General Counsel from November 2007 through January 2014, and as Vice President from July 2006 through October 2013. He served as Senior Counsel from February 2005 through November 2007. Prior to joining Cooper, Mr. McBride was an attorney with Latham & Watkins LLP from October 1998 to February 2005, concentrating on mergers and acquisitions and corporate finance matters. Mr. McBride serves on the board of Optometry Giving Sight, a private charity organization dedicated to ending preventable vision impairment and blindness around the world. He holds a B.S. in Finance from Santa Clara University and a J.D. from Stanford Law School.

  11. Securities Held by Insiders

    | Brian G. Andrews | Age: 45 | | Executive Vice President, Chief Financial Officer & Treasurer | |

  12. Securities Held by Insiders

    Mr. Andrews has served as Executive Vice President, Chief Financial Officer & Treasurer since December 2020. He previously served as our Senior Vice President, Chief Financial Officer & Treasurer from May 2018, and as Treasurer since January 2013 and Vice President since November 2014. He also served as Vice President, Global Logistics and Service for CooperSurgical, a position he held from June 2017 to May 2018. Mr. Andrews previously served as Assistant Treasurer for the Company from April 2006 to December 2012. Prior to joining Cooper, he held various corporate and investment banking positions at KeyBanc Capital Markets from 2002 to 2006 and at ING Barings from 2000 to 2001. Mr. Andrews holds a B.A. in Economics from Columbia University.

  13. Securities Held by Insiders

    | Holly R. Sheffield | Age: 53 | | President, CooperSurgical, Inc. | |

  14. Securities Held by Insiders

    Ms. Sheffield has served as President of CooperSurgical, Inc., our women’s healthcare business, since July 2020. Previously, she served as Executive Vice President & Chief Strategy Officer from June 2018 to July 2020. Prior to joining Cooper, Ms. Sheffield had over 20 years of experience in investment banking. She joined Cooper from UBS Securities LLC, where she was a Managing Director, Global Head of Medical Technology from 2009 to May 2018. From 2000 to 2009, Ms. Sheffield was at Credit Suisse and from 1997 to 2000, Ms. Sheffield was at Donaldson, Lufkin & Jenrette until Credit Suisse acquired the firm. Ms. Sheffield currently serves on the board of Imperative Care, Inc., a private medical device company, and serves on the audit committee and the strategy and business development committee. _____________________________________________________________________________________________________________________________________________________________ Ms. Sheffield also serves on the board of AdvaMed, an American medical device trade association. She received a B.S. from Cornell University and an M.B.A. from Columbia Business School.

  15. Securities Held by Insiders

    | Gerard H. Warner III | Age: 59 | | President, CooperVision, Inc. | |

  16. Securities Held by Insiders

    Mr. Warner has served as President, CooperVision, Inc. from February 2022. He previously served as Executive Vice President, Americas & Global Commercial Functions of CooperVision from April 2019 to January 2022 and as President, Americas from May 2015 to March 2019. Mr. Warner served in various other Vice President and Senior Vice President positions with CooperVision from May 2012 through April 2015. Prior to joining CooperVision, Mr. Warner spent 17 years at Bausch + Lomb in a variety of marketing and management roles. Mr. Warner also serves on the board of The Vision Council, a nonprofit trade association for manufacturers and suppliers of the optical industry in the United States. He earned a B.S. in Business Administration in Marketing from Villanova University and an M.B.A. from The Simon School of Business, University of Rochester.

  17. Securities Held by Insiders

    | Nicholas S. Khadder | Age: 50 | | Vice President, General Counsel & Secretary | |

  18. Securities Held by Insiders

    Mr. Khadder has served as Vice President, General Counsel & Secretary since August 2022. He previously served as general counsel of Standard BioTools, Inc. (formerly Fluidigm Corporation) from June 2016 to July 2022. From 2010 to June 2016, he held various positions at Amyris, Inc., including general counsel and corporate secretary from 2013 to June 2016. Previously, he served in senior corporate counsel roles at LeapFrog Enterprises, Inc. from August 2008 to September 2010, and at Protiviti Inc. (a subsidiary of Robert Half International Inc.) from June 2005 to July 2008. Mr. Khadder started his legal career as a corporate attorney at Fenwick & West LLP from October 1998 to May 2005. Mr. Khadder holds an A.B. in English from the University of California, Berkeley and a J.D. from the University of California, Berkeley, School of Law.

  19. Securities Held by Insiders

    | Agostino Ricupati | Age: 57 | | Senior Vice President, Finance & Tax / Chief Accounting Officer | |

  20. Securities Held by Insiders

    Mr. Ricupati has served as our Chief Accounting Officer since October 2017 and as Senior Vice President, Finance & Tax since July 2017. Mr. Ricupati previously served as Vice President, Tax for the Company from July 2013 to July 2017. Prior to joining Cooper, he served as International Tax Director for Intel Corp. from 2010 to 2013 and in various other senior finance and tax positions over the past 20 years. Mr. Ricupati holds a master’s degree from DePaul University and is a Certified Public Accountant. _____________________________________________________________________________________________________________________________________________________________

  21. Securities Held by Insiders

    | COMPENSATION DISCUSSION AND ANALYSIS |

  22. Securities Held by Insiders

    This Compensation Discussion and Analysis describes our compensation program and the compensation decisions made by the OCC related to the compensation of our Chief Executive Officer, Chief Financial Officer, and our three other most highly compensated persons serving as executive officers as of October 31, 2023 (collectively, our Named Executive Officers, or “NEOs”) in the following roles:

  23. Securities Held by Insiders

    | Name | Title | | Albert G. White III | President & Chief Executive Officer | | Brian G. Andrews | Executive Vice President, Chief Financial Officer & Treasurer | | Daniel G. McBride | Executive Vice President & Chief Operating Officer | | Holly R. Sheffield | President, CooperSurgical, Inc. | | Gerard H. Warner III | President, CooperVision, Inc. |

  24. Fiscal 2023 Compensation Highlights

    Fiscal 2023 Compensation Highlights Our executive compensation program is designed to support our business and compensation objectives, and to reinforce our pay-for-performance culture through performance-based compensation that rewards achievement of our financial goals and positive stockholder outcomes. In fiscal 2023, our NEOs were eligible for a combination of annual cash bonuses under our 2023 Incentive Payment Plan (the “2023 IPP”) and long-term equity incentives provided as a combination of performance-based awards, granted as performance share awards ("PSUs"), and time-vested stock options and/or restricted stock units (“RSUs”) Approximately 92% of Mr. White’s target total direct compensation for fiscal 2023 was tied to financial and stockholder return outcomes, including 50% of total equity award value granted in the form of PSUs which only vest on achievement of financial performance over a three-year period. Approximately 84% of target total direct compensation for our other NEOs (on average) was tied to financial and/or stockholder return outcomes. _____________________________________________________________________________________________________________________________________________________________

  25. Fiscal 2023 Incentive Payment Plan Result

    Fiscal 2023 Incentive Payment Plan Result The 2023 IPP provides for annual cash incentives on achievement of designated quantitative financial metrics, representing 75% of the target bonus opportunity, and non-financial goals, representing 25% of the target bonus opportunity. The quantitative financial metrics selected for the 2023 IPP were revenue, and either non-GAAP EPS for the Company or operating income for CooperVision or CooperSurgical. All metrics are measured on a constant currency basis. Non-financial goals selected for the 2023 IPP included operational, organizational, and business goals not explicitly reflected in the quantitative financial metrics. These non-financial goals generally aligned with the objectives approved by the Board for Mr. White at the beginning of the fiscal year and determination of NEO achievement was dependent on the OCC’s assessment of executive performance against the designated goals. On review of the fiscal 2023 financial results and assessment of achievement against the designated non-financial goals, the OCC certified overall achievement of between 120% to 140% of target for each of the NEOs. This included the OCC’s determination that the NEOs had met the objectives set for the non-financial goals, resulting in achievement at 100% of target for the portion of annual bonuses based on those measures. This determination, including quantitative achievement, the approved non-financial goals, and considerations in setting NEO achievement, is discussed in more detail below. _____________________________________________________________________________________________________________________________________________________________

  26. Fiscal 2021 PSU Result

    Fiscal 2021 PSU Result In December 2023, the OCC evaluated the performance results for PSUs that were granted in fiscal 2021 and eligible to be earned based on our 3-year non-GAAP EPS growth on a constant currency basis through the end of fiscal 2023. The OCC reviewed our financial performance over the three-year period and certified achievement of 14.8% compounded growth in non-GAAP constant currency EPS, which exceeded the maximum achievement goal. On that basis, the OCC confirmed achievement at 200% of target. This determination is discussed in more detail below.

  27. Compensation Governance

    | THINGS WE DO: | | THINGS WE DON’T DO: | | | ✓ | Use of independent compensation consultants | ❖ | No supplemental executive retirement plan or other executive deferred compensation plans | | ✓ | “Double-trigger” (change in control accompanied by an involuntary loss of employment) requirements for receipt of payments and benefits under employment agreements | ❖ | No related party transactions without approval from our Audit Committee | | ✓ | Annual review of management succession planning process | ❖ | No repricing of long-term incentives without stockholder approval | | ✓ | Robust stock ownership guidelines applicable to our executive officers | ❖ | No tax gross-ups for NEOs in connection with “change in control” payments | | ✓ | Limited perquisites based on specific business rationale | | | | ✓ | Compensation recovery (“clawback”) policy applicable to executive officer incentive compensation | | | | ✓ | Exercise discretion to reduce annual cash incentive awards if determined necessary to ensure rigor required to earn incentive compensation | | |

  28. Use of Compensation Consultants

    Use of Compensation Consultants In fiscal 2023, the OCC retained Compensia to provide information and analysis on the compensation of our executive officers and the non-employee members of our Board. The OCC maintains sole authority to determine the terms of Compensia’s retention and services, and a representative of Compensia generally attends OCC meetings. The OCC has reviewed the nature of the relationship between itself and Compensia as an independent consulting firm, and its relationship with the members of Compensia as individuals, for potential conflicts of interest. In conducting this review, the OCC considered the factors identified by the SEC and Nasdaq as possibly contributing to conflicts, including the scope of work performed for the OCC by Compensia, the fees paid to Compensia for services, and any personal or business relationships between our executive officers or members of the OCC and Compensia or its individual members. Based on its _____________________________________________________________________________________________________________________________________________________________ review, the OCC determined there were no conflicts of interest or potential conflicts of interest arising in connection with the OCC’s engagement of Compensia.

  29. Compensation Peer Group

    Compensation Peer Group The OCC uses a peer group for understanding and assessing competitive compensation levels and practices within our industry. Our compensation peer group is drawn from publicly traded companies headquartered in the United States and is reviewed annually. Recommendations for peer group companies are based on similarity of product lines or industry and similarity in company size as measured by annual revenue, market capitalization, operating margins, and other financial measures of organizational scope and complexity. For fiscal 2023, companies in Healthcare Equipment, Healthcare Supplies, and Life Sciences Tools and Services industries with comparable business focuses and end markets (generally healthcare supplies or equipment and hospital or health-care provider end markets) were considered for inclusion in our compensation peer group. Our peer group selection criteria also targeted revenues between about $1.5 billion and $6.1 billion in the previous fiscal year (about 0.5x to 2.0x our own revenue) and market capitalizations between about $5.3 billion and $52.6 billion (about 0.3x to 3.0x our own market capitalization). Our compensation peer group for fiscal 2023 comprised the following companies:

  30. Compensation Peer Group

    | Agilent Technologies, Inc. | Illumina, Inc. | | Align Technology, Inc. | Masimo Corporation | | Bausch + Lomb Corporation | Revvity, Inc. (formerly PerkinElmer, Inc.) | | Bio-Rad Laboratories, Inc. | ResMed Inc. | | Charles River Laboratories International, Inc. | STERIS PLC | | DENTSPLY SIRONA Inc. | Teleflex Incorporated | | DexCom, Inc. | Waters Corporation | | Edwards Lifesciences Corporation | Zimmer Biomet Holdings, Inc. | | Hologic, Inc. | |

  31. Compensation Peer Group

    _____________________________________________________________________________________________________________________________________________________________ Compared to the above group, our revenue was in the 26th percentile and our market capitalization was in the 35th percentile at the time the peer group was approved. This group reflects updates from the peer group for fiscal 2022 as follows: Removed: Hill-Rom Holdings. Inc. – was acquired during the year. Integra Lifesciences Holding Corporation – no longer meets criteria for peers. Added: Bausch + Lomb Corporation – relevant business match within financial criteria Zimmer Biomet Holdings, Inc. – relevant business match within financial criteria

  32. Executive Compensation

    | Base Salary | Provides a minimum level of competitive compensation for our executives | | Annual Cash Incentive | Encourages achievement of short-term business goals as reflected in our annual operating budget | | Long-Term Equity Incentives | Connects equity incentives to strategic objectives and priorities linked to long-term success, supports alignment between executives and stockholders, and encourages executive retention |

  33. Annual Cash Incentives – 2023 Incentive Payment Plan

    Annual Cash Incentives – 2023 Incentive Payment Plan At the beginning of each fiscal year, the OCC approves an Incentive Payment Plan (“IPP”) to provide annual performance-based cash incentive opportunities. The OCC sets participation levels under the IPP (target incentive opportunities) for our NEOs. Each NEO’s annual incentive opportunity under the IPP is allocated into two components: •75% of the target is tied to quantitative, pre-established financial performance metrics, and •25% of the target is payable based on specified non-financial goals intended to recognize strategic, operational, and individual accomplishments. This combination of financial metrics and non-financial goals encourages our executive officers, including our NEOs, to focus on both our immediate business objectives and short-term financial performance, as well as other non-financial factors that support longer-term performance. _____________________________________________________________________________________________________________________________________________________________ Achievement levels for the quantitative financial performance metrics used in the IPP are based on targets in our annual operating budget, and achievement against the non-financial goals is based on the OCC’s assessment of individual performance by the NEOs. Target incentive opportunities under the IPP are calculated as a designated percentage of base salary for the fiscal year, and that percentage controls the potential award that can be achieved under the IPP as follows:

  34. Annual Cash Incentives – 2023 Incentive Payment Plan

    | Total Bonus Paid ($) | = | Base Salary ($)X | IPP Participation Level (%)X | Financial Metric and Non-Financial Goal Achievement (%) |

  35. Annual Cash Incentives – 2023 Incentive Payment Plan

    We have adopted a similar cash incentive plan for fiscal year 2024. Quantitative Financial Performance Component Quantitative financial performance measures and related target levels for the 2023 IPP were based on our annual operating budget, as approved by our Board at the beginning of fiscal 2023. Achievement for Messrs. White and Andrews was based on our overall revenue and non-GAAP EPS, adjusted for currency fluctuations. Achievement for Mr. Warner and Ms. Sheffield was based on revenue and operating income, adjusted for currency fluctuations, for each of CooperVision and CooperSurgical, respectively. Achievement for Mr. McBride was based equally on our overall revenue and non-GAAP EPS and on revenue and operating income achievement for CooperVision. Weighting for each of these financial metrics is described below under “Financial Objective Achievement.” The table below describes the relationship between how an award would be earned based on Company performance for each of the financial performance measures included in the 2023 IPP. No award would be payable with respect to any financial performance measure that did not reach its minimum achievement threshold. The maximum award for each NEO regarding any individual financial performance measure was capped at 200%.

  36. IPP Achievement Required to Attain Payout (1)

    IPP Achievement Required to Attain Payout (1)

  37. IPP Achievement Required to Attain Payout (1)

    | Performance Measure | Threshold | Target | Maximum | | Revenue (Constant Currency) | 95% | 100% | 105% | | Non-GAAP EPS (Constant Currency) | 90% | 100% | 110% | | Operating Income | 90% | 100% | 110% |

  38. IPP Achievement Required to Attain Payout (1)

    (1)Potential payments at each of Threshold, Target and Maximum are presented in the Grants of Plan Based Awards Table. Target achievement provides for payout of 100% of target bonus amounts and maximum achievement is capped at 200% of the target bonus amount. Adjustments to Quantitative Financial Metrics and Achievement The 2023 IPP provides for adjustment to quantitative financial performance metrics for acquisitions and/or divestitures and other items during the fiscal year as determined by the Board. In making such adjustments, the OCC considers a report provided by management on variances to the budget goals for _____________________________________________________________________________________________________________________________________________________________ revenue, operating income, and non-GAAP EPS that highlights key variances including non-recurring, non-controllable, and/or discretionary items. The OCC may elect to include or exclude certain of these items for purposes of determining the achievement against the financial metrics. The OCC also has discretionary authority to reduce, by up to 25%, the amount awarded based the financial metric component of the annual cash incentive, regardless of achievement levels, to the extent the OCC considers such reduction to be in the Company’s best interests based on any facts and circumstances. Award payments could also be reduced or wholly eliminated by the OCC if a review of the results for the first two months of fiscal 2024 reflected anomalous unfavorable events that were attributable to fiscal 2023. Non-Financial Performance Component Non-financial goals for the 2023 IPP were selected by the OCC at the beginning of fiscal 2023 to reflect operational, organizational, and business goals not directly reflected in the quantitative financial measures for the year. Achievement against the designated non-financial goals depended on the OCC’s assessment of individual performance by the NEOs against the agreed objectives, subject to a cap on maximum achievement at 200%. In determining achievement for the NEOs, the OCC considered Mr. White’s assessment of each NEOs performance against the selected objectives as well as the OCC’s own evaluation of such performance and recommendations from Compensia. Overall 2023 IPP Achievement Based on the OCC’s determination of achievement against the selected quantitative metrics and non-financial goals for fiscal 2023, the OCC approved the following awards for each NEO under the 2023 IPP.

  39. IPP Achievement Required to Attain Payout (1)

    | NEO | Participation Level | | Financial Metrics | | Non-Financial Goals | | Award Payout (1) | | | | | Target Bonus ($) | (% of Base Salary) | Weighted Achievement (2) | Goal Weighting | Weighted Achievement (2) | Goal Weighting | ($) | (% of Target) | (% of Base Salary) | | A. White | $1,317,708 | 125% | 114.5% | 75% | 100% | 25% | $1,838,203 | 139.5% | 174.4% | | B. Andrews | $439,167 | 75% | 114.5% | 75% | 100% | 25% | $612,637 | 139.5% | 103.5% | | D. McBride (1) | $596,678 | 80% | 113.7% | 75% | 100% | 25% | $827,592 | 138.7% | 111.0% | | H. Sheffield (1) | $428,121 | 75% | 95.0% | 75% | 100% | 25% | $513,746 | 120.0% | 90.0% | | G. Warner (1) | $340,418 | 70% | 112.9% | 75% | 100% | 25% | $469,436 | 137.9% | 95.5% |

  40. IPP Achievement Required to Attain Payout (1)

    (1)Mr. McBride’s achievement reflects equal weighting of performance for the Company and for CooperVision. Achievement for each of Ms. Sheffield and Mr. Warner is based on the performance of the CooperSurgical and CooperVision divisions respectively. (2)Weighted achievement reflects achievement against goal weighting. Achievement levels and awards paid reflect amounts approved based on the performance detailed below. _____________________________________________________________________________________________________________________________________________________________ Financial Objective Achievement Financial objective achievement under the 2023 IPP was determined by division as follows:

  41. Long-Term Incentive Compensation

    Long-Term Incentive Compensation For fiscal 2023, the OCC used a combination of time-vested and performance-based equity awards to deliver long-term incentive compensation to our NEOs. In setting equity compensation, the OCC discusses appropriate award design with Compensia and management to drive long-term focus on strategic objectives. The OCC also reviews historical grant levels based on the role and position of each NEO, as well as economic and accounting implications, when determining the type and appropriate size of individual awards. In setting award levels, the OCC considers market practices, management recommendations, and a competitive market analysis provided by Compensia. Equity awards are generally granted in the first quarter of each fiscal year, after financial results for the prior fiscal year are available. Before the date of grant, each executive officer, including the NEOs, can choose to receive their time-vested award as stock options, RSUs, or a 50/50 combination of the two award types. The OCC retains the authority to set awards as it determines appropriate, regardless of such elections, but it believes that soliciting input from our executive officers enhances the retention value of long-term equity compensation. The OCC sets the grant value and type of awards granted to our NEOs based on an assessment of the value and type of awards granted by our peers and targets values to be competitive relative to comparable executive positions. Once the grant value is set, the number of shares underlying individual awards is determined based on the grant value, the stock price on the date of grant, and the accounting assumptions in accordance with the Financial Accounting Standards Board Codification Topic 718 (“ASC 718”). For fiscal 2023, stock options were valued at approximately 31.3% of the stock price on the date of grant. _____________________________________________________________________________________________________________________________________________________________ In setting award levels, the OCC considered competitive market practices and the recommendations provided by Compensia.

  42. Long-Term Incentive Compensation

    | Grants to NEOs in 2023 Fiscal Year | | | | | | | | NEO | Stock Options | | RSUs | | PSUs | | | | Grant Date Fair Value (1) | Shares Underlying Options Granted (2) | Grant Date Fair Value (1) | RSUs Granted (3) | Grant Date Fair Value (1) | PSUs Granted (4) | | A. White | $5,285,000 | 51,226 | $— | — | $5,285,000 | 16,023 | | B. Andrews | $1,125,000 | 10,904 | $— | — | $1,125,000 | 3,411 | | D. McBride | $— | — | $1,375,000 | 4,169 | $1,375,000 | 4,169 | | H. Sheffield | $525,000 | 5,089 | $525,000 | 1,592 | $1,050,000 | 3,183 | | G. Warner | $— | — | $875,000 | 2,653 | $875,000 | 2,653 |

  43. Long-Term Incentive Compensation

    (1)Amounts represent the grant values approved by the OCC and may vary slightly from the reported grant date fair values (presented in the Summary Compensation Table) due to mathematical rounding of fractional shares. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report. (2)Stock options granted in fiscal 2023 vest, in equal installments, over a four-year period starting on the first anniversary of the date of grant and have an exercise price of $329.83, which was equal to the closing trading price of a share of our common stock on the date of grant. (3)RSUs granted in fiscal 2023 vest in equal annual installments on January 8, 2024, January 8, 2025, January 8, 2026 and January 8, 2027. (4)PSUs granted in fiscal 2023 have a 3-year performance period and will vest if designated targets are met at the end of fiscal 2025. Each performance share constitutes the right to be issued up to 2 shares of our common stock at maximum achievement. Awards granted are presented here at target number of shares to be awarded. Time-Vested Equity (Stock Options and RSUs) The OCC believes that time-vested equity awards have strong retention value while also creating a close link between executive compensation and stockholder gains. Time-vested equity awards granted to our executive officers, including our NEOs, are made in the form of stock options and/or RSUs. Stock options only have value to the recipient if we also have growth in our stock price, putting a portion of the executive officers’ compensation at risk of no return, and RSUs provide guaranteed value if the executive officer remains with the Company. Both award types provide the opportunity for long-term gain tied to stockholder returns while also encouraging longevity and stable management for the Company. Our time-vested equity awards generally vest annually in equal portions over a four-year period, but awards outside of the regular grant cycle or for special purposes may have different vesting. There were no out-of-cycle or special awards to NEOs in fiscal 2023. Performance-Based Equity (PSUs) In fiscal 2023, our NEOs received 50% of their total equity grant value in the form of performance-based equity awards, granted as PSUs. These awards are designed to reflect the direct influence of our NEOs on our long-term financial performance. The OCC has selected growth in compounded, adjusted EPS calculated on a constant currency basis over a three-year period as the performance measure for these awards due to its belief that this measure _____________________________________________________________________________________________________________________________________________________________ provides a strong link to stockholder returns. Shares are released under these awards based on a sliding scale between 50% and 200% of target, assuming threshold achievement is met. Achievement below threshold will result in zero payout. The target number of shares to be received on vesting of PSUs is set based on the grant value of the award and the share price on the date of grant. In setting criteria for PSUs, the OCC considers our forecast performance. Target achievement levels are set to require significantly challenging, but attainable, results. These targets ensure that even achievement at the threshold levels for payout represents solid growth for the Company and stockholders. The OCC reviews these target achievement levels with Compensia to ensure that they are reasonable and appropriate. The OCC also considers the objectives for long-term growth set by our Board, the Company’s historical achievements, and the OCC’s goals for executive compensation. Achievement for Awards Granted in Fiscal 2021 PSUs granted to the NEOs (other than Mr. Warner) in fiscal 2021 completed their performance cycle at the end of fiscal 2023. Mr. Warner did not receive PSU award in fiscal 2021. These awards were eligible to be earned based on our 3-year non-GAAP EPS growth on a constant currency basis, as modified by the OCC for extraordinary, non-recurring, and/or unusual events. The OCC reviewed our financial performance over the three-year period and certified achievement of 14.8% compounded growth in non-GAAP EPS, which exceeded the maximum achievement goal of 11%. Additionally, the OCC decided to exercise its discretion to settle these awards in cash. Therefore, the NEOs will receive a cash payment equivalent to the value of 200% of the target number of shares under their awards as detailed below. Such payment shall be based on the average closing price of our common stock on the five trading days ending on February 2, 2024 and will be made on February 9, 2024.

  44. Long-Term Incentive Compensation

    | Achievement under 2021 PSUs | | | | | | (Performance Cycle: November 1, 2020 to October 31, 2023) | | | | | | | Threshold (5% growth) | Target (8% growth) | Maximum (11% growth) | Actual (14.8% growth) | | NEO | Possible Shares | | | Actual Shares | | A. White | 6,146 | 12,292 | 24,584 | 24,584 | | B. Andrews | 1,193 | 2,386 | 4,772 | 4,772 | | D. McBride | 1,700 | 3,399 | 6,798 | 6,798 | | H. Sheffield | 1,266 | 2,531 | 5,062 | 5,062 |

  45. Executive Employment Agreements

    Executive Employment Agreements The OCC considers maintaining a stable and effective management team essential to protecting our, and our stockholders,’ best interests. Accordingly, the Company entered into employment agreements with each of the NEOs (other than Mr. Warner, who was not an NEO at the time) as of November 2018. The employment agreements provide for severance payments on termination of employment for specified reasons, including in connection with a change in control. These agreements provide severance benefits that the OCC has determined are competitive with market practice as well as double-trigger severance benefits for a termination in connection with a change in control, which is intended to encourage their continued attention, dedication, and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility or occurrence of a change in control of Cooper. Mr. Warner is eligible for change in control severance benefits under our Change in Control Severance Plan adopted on May 21, 2007. This plan provides for payments on termination of employment in connection with a change in control. Mr. Warner is subject to our standard practices regarding severance in the event of termination for reasons other than in connection with a change in control. All executive agreements and the Change in Control Severance Plan are discussed in more detail in the section titled Potential Payments Upon Termination or a Change in Control.

  46. Summary Compensation Table

    Summary Compensation Table The table below shows compensation paid during fiscal years 2023, 2022, and 2021 to the individuals who served as our NEOs during the past fiscal year.

  47. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (1) ($) | Change in Pension Value (3) ($) | All Other Compensation (4) ($) | Total Compensation ($) | | Albert G. White III | 2023 | $1,054,167 | $— | $5,284,866 | $5,284,986 | $1,838,203 | $12,647 | $16,054 | $13,490,923 | | President & Chief Executive Officer | 2022 | $925,000 | $— | $4,625,058 | $4,625,156 | $1,544,750 | $— | $16,000 | $11,735,964 | | | 2021 | $925,000 | $375,781 | $4,249,836 | $4,249,824 | $1,127,344 | $51,121 | $16,000 | $10,994,906 | | Brian G. Andrews | 2023 | $591,667 | $— | $1,125,050 | $1,124,966 | $612,637 | $1,635 | $16,054 | $3,472,009 | | Executive Vice President, Chief Financial Officer & Treasurer | 2022 | $541,667 | $— | $924,849 | $925,049 | $506,567 | $— | $16,000 | $2,914,132 | | | 2021 | $500,000 | $113,750 | $824,936 | $824,993 | $341,250 | $39,503 | $16,000 | $2,660,432 | | Daniel G. McBride | 2023 | $745,847 | $— | $2,750,123 | $— | $827,592 | $25,932 | $28,624 | $4,378,118 | | Executive Vice President & Chief Operating Officer | 2022 | $720,886 | $— | $1,250,191 | $1,250,027 | $796,435 | $— | $16,000 | $4,033,539 | | | 2021 | $700,000 | $182,000 | $1,175,170 | $1,174,934 | $546,000 | $59,569 | $16,000 | $3,853,673 | | Holly R. Sheffield | 2023 | $570,840 | $— | $1,574,938 | $525,032 | $513,746 | $19,040 | $16,000 | $3,219,596 | | President, CooperSurgical, Inc. | 2022 | $545,869 | $— | $950,032 | $949,992 | $468,755 | $— | $15,850 | $2,930,497 | | | 2021 | $525,000 | $119,438 | $875,068 | $874,936 | $358,313 | $39,851 | $16,000 | $2,808,605 | | Gerard H. Warner III | 2023 | $491,670 | $— | $1,750,078 | $— | $469,436 | $27,288 | $41,657 | $2,780,129 | | President, CooperVision, Inc. | 2022 | $437,671 | $— | $875,296 | $874,983 | $391,595 | $— | $32,511 | $2,612,056 |

  48. Summary Compensation Table

    (1)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentives earned under the 2023 Incentive Payment Plan. The structure of our Incentive Payment Plan is discussed in more detail below in the narrative discussion following the Grants of Plan Based Awards Table and in our Compensation Discussion and Analysis. (2)Amounts shown in the “Option Awards” and “Stock Awards” columns reflect the aggregate grant date fair value of stock option, RSUs, and PSUs granted to each Named Executive Officer in accordance with ASC 718, Compensation-Stock Compensation. PSU values are presented at Target achievement. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report. The PSU values as of the grant date, assuming that the highest level of performance is achieved, are:

  49. Summary Compensation Table

    | Albert G. White III | $10,569,732 | | Brian G. Andrews | $2,250,100 | | Daniel G. McBride | $2,750,123 | | Holly R. Sheffield | $2,099,698 | | Gerard H. Warner III | $1,750,078 |

  50. Summary Compensation Table

    These awards are discussed in more detail below in the narrative discussion following the Grants of Plan Based Awards Table and in the Compensation Discussion and Analysis. (3)Change in value of accumulated pension benefits for the 2023 fiscal year was calculated as the difference between the value of accumulated benefits on October 31, 2023 and the value of accumulated benefits on October 31, 2022. Present value of accumulated benefits at October 31, 2023 are based on a 6.22% discount rate and the Pri-2012 mortality rates with projection scale MP-2021 and the value of accumulated benefits on October 31, 2022 are based on a 5.74% discount rate and the Pri-2012 mortality rates with projection scale MP-2021. (4)Amounts included in the “All Other Compensation” column for fiscal 2023 represent matching contributions under our 401(k) Plan ($4,000) and annual automobile allowance ($12,000) for each of the NEOs. Amounts for Messrs. McBride and Warner also include travel costs ($12,624 and $25,657 respectively)) for airfare, food, lodging, and other _____________________________________________________________________________________________________________________________________________________________ expenses paid in connection with spousal travel to Company events and determined to not be reimbursable expenses under IRS regulations.

  51. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table This table presents information regarding the possible awards payable under our 2023 IPP and the value of certain equity awards granted to our NEOs in the 2023 fiscal year. Our equity grant practices and calculation of awards under the 2023 IPP are discussed in more detail below and in the Compensation Discussion and Analysis.

  52. Grants of Plan Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) (#) | All Other Option Awards: Number of Securities Underlying Options (4) (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards (5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Albert G. White III | 12/13/2022 | $164,714 | $1,317,708 | $2,635,417 | | | | | | | | | | 12/13/2022 | | | | | | | | 51,226 | $329.83 | $5,284,986 | | | 12/13/2022 | | | | 8,012 | 16,023 | 32,046 | | | | $5,284,866 | | Brian G. Andrews | 12/13/2022 | $55,469 | $439,167 | $887,500 | | | | | | | | | | 12/13/2022 | | | | | | | | 10,904 | $329.83 | $1,124,966 | | | 12/13/2022 | | | | 1,706 | 3,411 | 6,822 | | | | $1,125,050 | | Daniel G. McBride | 12/13/2022 | $74,585 | $596,678 | $1,193,355 | | | | | | | | | | 12/13/2022 | | | | | | | 4,169 | | | $1,375,061 | | | 12/13/2022 | | | | 2,085 | 4,169 | 8,338 | | | | $1,375,061 | | Holly R. Sheffield | 12/13/2022 | $53,515 | $428,121 | $856,243 | | | | | | | | | | 12/13/2022 | | | | | | | | 5,089 | $329.83 | $525,032 | | | 12/13/2022 | | | | | | | 1,592 | | | $525,089 | | | 12/13/2022 | | | | 1,592 | 3,183 | 6,366 | | | | $1,049,849 | | Gerard H. Warner III | 12/13/2022 | $43,021 | $340,418 | $688,335 | | | | | | | | | | 12/13/2022 | | | | | | | 2,653 | | | $875,039 | | | 12/13/2022 | | | | 1,327 | 2,653 | 5,306 | | | | $875,039 |

  53. Grants of Plan Based Awards Table

    (1)Amounts reported in these columns represent the threshold, target, and maximum cash bonus amounts which could have been paid to each NEO under our 2023 IPP, which was approved on December 13, 2022. Target amounts represent the potential bonus that would be paid on 100% achievement of approved goals under the IPP. Threshold amounts represent the minimum achievement necessary for payment on only the lowest weighted quantitative factor. All awards are capped at a maximum of 200% of the target annual performance-based cash incentive opportunity. The final award amounts for the 2023 IPP were approved on December 12, 2023 and are included in the Summary Compensation Table. (2)Amounts represent the threshold, target, and maximum amounts of shares distributable under PSUs granted on December 13, 2022 under our 2007 Long-Term Incentive Plan. Awards will vest on the achievement of specified levels of non-GAAP EPS in the 2025 fiscal year. (3)Stock awards reported in this column were granted as RSUs. Awards were granted on December 13, 2022 and vest ratably over four years from the date of grant. (4)Option awards reported in this column were granted with an exercise price equal to the closing trading price of our common stock on December 13, 2022 and will expire if not exercised prior to the tenth anniversary of the grant date, or earlier in the event of a termination of employment. These awards will vest ratably over four years from the date of grant. _____________________________________________________________________________________________________________________________________________________________ (5)Amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column represent the grant date fair value of the awards granted in the 2023 fiscal year calculated in accordance with ASC 718. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report.

  54. Outstanding Equity Awards at Fiscal Year End Table

    Outstanding Equity Awards at Fiscal Year End Table This table provides information regarding the equity award holdings of the NEOs as of the end of the 2023 fiscal year.

  55. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Award Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (2) ($) | Equity Incentive Plan Awards | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (2) ($) | | A. White | 12/13/2016 | 28,748 | — | $175.31 | $46,369 | $— | $— | — | $— | | | 12/12/2017 | 39,121 | — | $229.66 | $46,733 | $— | $— | — | $— | | | 5/1/2018 | 34,479 | — | $230.09 | $46,874 | $— | $— | — | $— | | | 12/11/2018 | 72,474 | 18,118 | $254.77 | $47,098(3) | $— | $— | — | $— | | | 12/10/2019 | 65,588 | 43,725 | $304.54 | $47,462(3) | $— | $— | — | $— | | | 12/8/2020 | 25,273 | 25,272 | $345.74 | $47,825 | $— | $— | — | $— | | | 12/7/2021 | 12,749 | 38,245 | $406.17 | $48,189 | $— | $— | — | $— | | | 12/13/2022 | — | 51,226 | $329.83 | $48,561 | $— | $— | — | $— | | | 12/8/2020 | — | — | $— | $47,825(4) | $— | $— | 12,292 | $3,832,031 | | | 12/7/2021 | — | — | $— | $48,189(5) | $— | $— | 11,387 | $3,549,897 | | | 12/13/2022 | — | — | $— | $48,561(6) | $— | $— | 16,023 | $4,995,170 | | B. Andrews | 12/9/2015 | 3,356 | — | $131.60 | $46,000 | $— | $— | — | $— | | | 12/13/2016 | 2,841 | — | $175.31 | $46,369 | $— | $— | — | $— | | | 12/12/2017 | 5,665 | — | $229.66 | $46,733 | $— | $— | — | $— | | | 5/1/2018 | 4,310 | — | $230.09 | $46,874 | $— | $— | — | $— | | | 12/11/2018 | 14,495 | 3,623 | $254.77 | $47,098(3) | $— | $— | — | $— | | | 12/10/2019 | 12,564 | 8,376 | $304.54 | $47,462(3) | $— | $— | — | $— | | | 12/8/2020 | 4,906 | 4,906 | $345.74 | $47,825 | $— | $— | — | $— | | | 12/7/2021 | 2,550 | 7,649 | $406.17 | $48,189 | $— | $— | — | $— | | | 12/13/2022 | — | 10,904 | $329.83 | $48,561 | $— | $— | — | $— | | | 12/8/2020 | — | — | $— | $47,825(4) | $— | $— | 2,386 | $743,836 | | | 12/7/2021 | — | — | $— | $48,189(5) | $— | $— | 2,277 | $709,855 | | | 12/13/2022 | — | — | $— | $48,561(6) | $— | $— | 3,411 | $1,063,379 | | | 12/8/2020 | — | — | $— | $47,825(7) | $1,446 | $450,791 | — | $— | | D. McBride | 12/13/2016 | 28,748 | — | $175.31 | $46,369 | $— | $— | — | $— | | | 12/12/2017 | 39,121 | — | $229.66 | $46,733 | $— | $— | — | $— | | | 12/11/2018 | 26,355 | 6,588 | $254.77 | $47,098(3) | $— | $— | — | $— | | | 12/10/2019 | 18,398 | 12,266 | $304.54 | $47,462(3) | $— | $— | — | $— | | | 12/8/2020 | 6,987 | 6,987 | $345.74 | $47,825 | $— | $— | — | $— | | | 12/7/2021 | 3,446 | 10,336 | $406.17 | $48,189 | $— | $— | — | $— | | | 12/8/2020 | — | — | $— | 12/8/2030(4) | — | $— | 3,399 | $1,059,638 |

  56. Outstanding Equity Awards at Fiscal Year End Table

    _____________________________________________________________________________________________________________________________________________________________

  57. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Award Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (2) ($) | Equity Incentive Plan Awards | | | | | | | | | | | Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested (2) ($) | | | 12/7/2021 | — | — | $— | 12/7/2031(5) | — | $— | 3,078 | $959,567 | | | 12/13/2022 | — | — | $— | 12/13/2032(6) | — | $— | 4,169 | $1,299,686 | | | 12/13/2022 | — | — | $— | 12/13/2032(8) | 4,169 | $1,299,686 | — | $— | | H. Sheffield | 6/4/2018 | 17,528 | — | $226.30 | 6/4/2028 | — | $— | — | $— | | | 12/11/2018 | 9,883 | 2,470 | $254.77 | 12/11/2028(3) | — | $— | — | $— | | | 12/10/2019 | 14,429 | 9,620 | $304.54 | 12/10/2029(3) | — | $— | — | $— | | | 12/8/2020 | 5,203 | 5,203 | $345.74 | 12/8/2030 | — | $— | — | $— | | | 12/7/2021 | 2,619 | 7,855 | $406.17 | 12/7/2031 | — | $— | — | $— | | | 12/13/2022 | — | 5,089 | $329.83 | 12/13/2032 | — | $— | — | $— | | | 12/8/2020 | — | — | $— | 12/8/2030(4) | — | $— | 2,531 | $789,039 | | | 12/7/2021 | — | — | $— | 12/7/2031(5) | — | $— | 2,339 | $729,183 | | | 12/13/2022 | — | — | $— | 12/13/2032(6) | — | $— | 3,183 | $992,300 | | | 12/11/2018 | — | — | $— | 12/11/2028(9) | 588 | $183,309 | — | $— | | | 12/13/2022 | — | — | $— | 12/13/2032(8) | 1,592 | $496,306 | — | $— | | G. Warner | 12/12/2017 | 535 | — | $229.66 | 12/12/2027 | — | $— | — | $— | | | 12/11/2018 | 4,989 | 1,647 | $254.77 | 12/11/2028(3) | — | $— | — | $— | | | 12/7/2021 | 1,723 | 5,168 | $406.17 | 12/7/2031 | — | $— | — | $— | | | 12/7/2021 | — | 2,756 | $406.17 | 12/7/2031(10) | — | $— | — | $— | | | 12/13/2022 | — | — | $— | 12/13/2032(6) | — | $— | 2,653 | $827,073 | | | 12/11/2018 | — | — | $— | 12/11/2028(9) | 451 | $140,599 | — | $— | | | 12/10/2019 | — | — | $— | 12/10/2029(11) | 1,215 | $378,776 | — | $— | | | 12/8/2020 | — | — | $— | 12/8/2030(12) | 1,265 | $394,364 | — | $— | | | 12/7/2021 | — | — | $— | 12/7/2031(13) | 1,154 | $359,760 | — | $— | | | 12/7/2021 | — | — | $— | 12/7/2031(14) | 616 | $192,038 | — | $— | | | 12/13/2022 | — | — | $— | 12/13/2032(8) | 2,653 | $827,073 | — | $— |

  58. Outstanding Equity Awards at Fiscal Year End Table

    (1)Except as otherwise noted, each equity award vests as to 25% of the underlying shares on each anniversary of the grant date, subject to continued service with the Company through the applicable vesting date. (2)Market value calculated based on a price per share of $311.75, which was the closing price of our common stock on October 31, 2023. (3)Award vests as to 20% of the underlying shares on each anniversary of the date of grant, subject to continued service with the Company through the applicable vesting date. (4)Award vests on February 2, 2024, subject to continued service with the Company through such vesting date. Share amounts are presented at the target level of achievement. On December 12, 2023, the OCC certified achievement for these awards at maximum achievement, which is capped at 200% of the target. Awards will be settled in cash. (5)Award vests on achievement of specified levels of growth in non-GAAP earnings per share over a three-year performance period ending October 31, 2024, subject to continued service with the Company through the applicable vesting date. Share amounts are presented at the target level of achievement. The actual number of shares which may be earned is based on a sliding scale between 50% to 200% of the target, assuming threshold achievement is met. (6)Award vests on achievement of specified levels of growth in non-GAAP earnings per share over a three-year performance period ending October 31, 2025, subject to continued service with the Company through the applicable _____________________________________________________________________________________________________________________________________________________________ vesting date. Share amounts are presented at the target level of achievement. The actual number of shares which may be earned is based on a sliding scale between 50% to 200% of the target, assuming threshold achievement is met. (7)Award vests as to 50% of the underlying shares on each of January 8, 2024 and January 8, 2025, subject to continued service with the Company through the applicable vesting date. (8)Award vests as to 25% of the underlying shares on each of January 8, 2024, January 8, 2025, January 8, 2026, and January 8, 2027 subject to continued service with the Company through the applicable vesting date. (9)Award vests as to 20% of the underlying shares on each of January 8, 2020, January 8, 2021, January 8, 2022, January 8, 2023, and January 8, 2024, subject to continued service with the Company through the applicable vesting date. (10)Award vests as to 50% of the underlying shares on each of the third and fourth anniversaries of the date of grant, subject to continued service with the Company through the applicable vesting date. (11)Award vests as to 20% of the underlying shares on each of January 8, 2021, January 8, 2022, January 8, 2023, January 8, 2024, and January 8, 2025, subject to continued service with the Company through the applicable vesting date. (12)Award vests as to 25% of the underlying shares on each of January 8, 2022, January 8, 2023, January 8, 2024, and January 8, 2025, subject to continued service with the Company through the applicable vesting date. (13)Award vests as to 25% of the underlying shares on each of January 8, 2023, January 8, 2024, January 8, 2025, and January 8, 2026, subject to continued service with the Company through the applicable vesting date. (14)Award vests as to 50% of the underlying shares on each of January 8, 2025 and January 8, 2026, subject to continued service with the Company through the applicable vesting date.

  59. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table details the number of shares acquired by the NEOs upon vesting of RSUs during the 2023 fiscal year. None of our NEOs exercised stock options.

  60. Option Exercises and Stock Vested Table

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Albert G. White III | — | $— | | Brian G. Andrews | 108 | $37,278 | | Daniel G. McBride | — | $— | | Holly R. Sheffield | 1,693 | $596,848 | | Gerard H. Warner III | 2,467 | $851,534 |

  61. Pension Benefits Table

    Pension Benefits Table Credited service and value of the accumulated benefits payable to our NEOs as of October 31, 2023 under our Retirement Income Plan (the “RIP”) at the RIP’s normal retirement age of 65 are as follows:

  62. Pension Benefits Table

    | Name | Plan Name | Years of Credited Service | Present Value of Accumulated Benefit (1) | Payments During Last Fiscal Year | | Albert G. White III | Retirement Income Plan | 16.50 | $290,449 | $— | | Brian G. Andrews | Retirement Income Plan | 16.50 | $154,255 | $— | | Daniel G. McBride | Retirement Income Plan | 17.67 | $415,902 | $— | | Holly R. Sheffield (2) | Retirement Income Plan | 4.33 | $86,087 | $— |

  63. Pension Benefits Table

    _____________________________________________________________________________________________________________________________________________________________

  64. Pension Benefits Table

    | Name | Plan Name | Years of Credited Service | Present Value of Accumulated Benefit (1) | Payments During Last Fiscal Year | | Gerard H. Warner III | Retirement Income Plan | 10.42 | $258,531 | $— |

  65. Pension Benefits Table

    (1)Present value is calculated as of the October 31, 2023 measurement date and is based on a 6.22% discount rate and the Pri-2012 mortality rates with projection scale MP-2021. (2)As of fiscal year end, Ms. Sheffield had not yet vested in her accrued benefits under the RIP.

  66. Narrative to Pension Benefits Table

    Narrative to Pension Benefits Table The RIP was adopted in December 1983. The majority of the Company’s U.S. employees who work at least 1,000 hours per year and were hired before August 1, 2019 are covered by the RIP. For services performed after December 31, 1988, participants accrue an annual retirement benefit equal to 0.60% of base annual compensation up to $10,000 and 1.20% of annual base compensation which exceeds $10,000 but is not in excess of the applicable annual maximum compensation permitted to be taken into account under Internal Revenue Service guidelines for each year of service. Further, current actively employed participants accrue an annual retirement benefit equal to 1.20% of base annual compensation up to the applicable annual maximum compensation for each year of service in excess of 35 Plan years of service. For service prior to January 1, 1989, participants accrued an annual retirement benefit equal to 0.75% of base annual compensation up to the Social Security Wage Base in effect that year and 1.50% of base annual compensation in excess of the Social Security Wage Base for each year of service. Based on the current accumulated benefits for the NEOs, the estimated annual benefits payable under the RIP upon retirement (at the RIP’s normal retirement age of 65) are as follows:

  67. Narrative to Pension Benefits Table

    | Officer | Estimated Annual Benefits Payable | | Albert G. White III | $95,861 | | Brian G. Andrews | $126,752 | | Daniel G. McBride | $79,169 | | Holly R. Sheffield (1) | $64,550 | | Gerard H. Warner III | $59,484 |

  68. Narrative to Pension Benefits Table

    (1) As of fiscal year end, Ms. Sheffield had not yet vested in her accrued benefits under the RIP.

  69. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control The following table provides estimated payments to our NEOs if a covered termination of employment occurred on October 31, 2023. Values in the table include, as applicable: 1) cash severance; 2) annual bonus compensation payable under the 2023 IPP; 3) value of equity awards that would be exercisable and/or that would vest and be settled on a termination of employment; and 4) continued medical benefits. The value of accumulated benefits payable under the RIP, as shown in the Pension Benefits Table, are not included. Equity award value is calculated based on a price per share of $311.75, which was the closing price of our common stock on October 31, 2023. _____________________________________________________________________________________________________________________________________________________________

  70. Potential Payments Upon Termination or a Change in Control

    | | Termination without Cause / Resignation with Good Reason | Termination without Cause / Resignation with Good Reason in connection with a Change in Control | Death / Disability | | Albert G. White III | $19,917,691 | $40,766,735 | $21,382,028 | | Brian G. Andrews | $5,020,416 | $5,886,024 | $6,368,689 | | Daniel G. McBride | $12,229,625 | $18,977,424 | $14,329,169 | | Holly R. Sheffield | $4,331,520 | $5,323,447 | $4,880,057 | | Gerard H. Warner III | $1,009,435 | $3,684,670 | $2,397,627 |

  71. Potential Payments Upon Termination or a Change in Control

    The receipt of all severance payments and benefits (excluding payments and benefits received upon death or disability) is subject to continued compliance with all obligations to the Company, including under any confidentiality agreement with the Company, and the NEO’s execution and delivery of a release of claims in favor of the Company. Messrs. White, McBride, Andrews, and Ms. Sheffield (1)(2)

  72. Potential Payments Upon Termination or a Change in Control

    | Termination Without Cause or Resignation for Good Reason | •Severance payment equal to 24 months of base salary (paid in continuing installments on our ordinary payroll schedule) •Target value of annual cash bonus earned under our IPP for the year in which employment terminates (paid as a lump sum) •Reimbursement of monthly COBRA premiums for up to 24 months •All time-vested equity awards which would have vested within 12 months (or 24 months in the case of Messrs. White and McBride) after the termination date will be accelerated; remainder of unvested awards forfeited immediately upon termination •One year to exercise any outstanding and exercisable stock options, including accelerated options | | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control (3) | •Severance payment equal to 36 months of base salary (paid in continuing installments on our ordinary payroll schedule) •Target value of annual cash bonus under our IPP for the year in which employment terminates (paid in a lump sum) •Reimbursement of monthly COBRA premiums for up to 36 months •All outstanding equity awards will be accelerated, with any PSUs to be paid at the target value (unless otherwise specified in the underlying award agreement) •One year to exercise any outstanding and exercisable stock options, including accelerated options |

  73. Potential Payments Upon Termination or a Change in Control

    _____________________________________________________________________________________________________________________________________________________________

  74. Potential Payments Upon Termination or a Change in Control

    | Termination on Death or Disability (4) | •Target value of annual cash bonus under our IPP, prorated based on the period of service in the IPP plan year prior to executive’s termination date. •Outstanding equity awards accelerated on a monthly pro-rata basis, based on the period of service in the vesting term of the award prior to executive’s termination date. •One year to exercise any outstanding and exercisable stock options, including accelerated options |

  75. Potential Payments Upon Termination or a Change in Control

    (1)Executive employment agreements include an Internal Revenue Code (“IRS Code”) Section 280G “best pay” provision pursuant to which in the event any payments or benefits received by the NEO would be subject to an excise tax under IRS Code Section 4999, they will receive either the full amount of such payments or a reduced amount such that no portion of the payments is subject to the excise tax, whichever results in the greater after-tax benefit to the executive. (2)NEOs are also entitled to their accrued benefits under the RIP, as described above under Pension Benefits Table, except that, as of fiscal year end, Ms. Sheffield had not yet vested in her accrued benefits under the RIP. (3)Payable in the event of termination of employment without Cause, or resignation with Good Reason, within 3 months prior to or 12 months following a Change in Control (as defined in the relevant agreements). (4)Payable to NEO or their estate, as appropriate. Mr. Warner (1)

  76. Potential Payments Upon Termination or a Change in Control

    | Termination Without Cause (2) | •Severance payment of approximately 5 months of base salary (paid in continuing installments on our ordinary payroll schedule) •Value of annual cash bonus earned under our Incentive Payment Plan for the year in which employment terminates (paid in a lump sum) •Three months to exercise any currently outstanding and exercisable stock options; outstanding RSUs are forfeited on termination | | Termination in Connection with a Change in Control (3) | •Severance payment equal to 12 months of base salary (paid in continuing installments on the Company’s ordinary payroll schedule) •Pro rata portion of target value of annual cash bonus earned under our IPP for the year in which employment terminates (paid in a lump sum) •Reimbursement of monthly COBRA premiums for up to 12 months •All outstanding equity awards will be accelerated, with any performance share awards to be paid at the target value (unless otherwise specified in the underlying award agreement) |

  77. Potential Payments Upon Termination or a Change in Control

    _____________________________________________________________________________________________________________________________________________________________

  78. Potential Payments Upon Termination or a Change in Control

    | Termination on Death or Disability (2) | •Target value of annual cash bonus under our IPP, prorated based on the period of service in the IPP year prior to executive’s termination date. •One year to exercise any currently outstanding and exercisable stock options; outstanding RSUs are forfeited on termination. |

  79. Potential Payments Upon Termination or a Change in Control

    (1)Mr. Warner is also entitled to his accrued benefits under the RIP, as described above under Pension Benefits Table. (2)Payments in the event of termination of employment without Cause not in connection with a Change in Control or due to Mr. Warner’s death or disability are handled in accordance with severance practices generally applicable to employees and the terms of underlying equity award agreements. In the event of termination without Cause, amounts related to the annual cash bonus paid under our IPP will only be paid if termination occurs after the end of relevant fiscal year. (3)Payable in the event of termination of employment without Cause, or resignation with Good Reason, within 12 months following a Change in Control (as defined in the relevant agreement). _____________________________________________________________________________________________________________________________________________________________

  80. Potential Payments Upon Termination or a Change in Control

    | CEO PAY RATIO |

  81. Potential Payments Upon Termination or a Change in Control

    The ratio of our CEO’s total annual compensation to the median annual total compensation of all employees excluding the CEO (the “CEO Pay Ratio”) is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. As permitted by Item 402(u) of Regulation S-K, for fiscal year 2023, we used the same median employee for the pay ratio as was used for the pay ratio in the Proxy Statement for fiscal year 2022. To identify the median employee, we evaluated the base salary of all employees globally (other than our Chief Executive Officer) as of October 31, 2022. We believe this measure most reasonably reflects the typical annual compensation of our employee population and was consistently applied for all employees. For employees paid other than in U.S. dollars, base salary amounts were converted from local currency to USD based on exchange rates on October 31, 2023. We did not exclude any non-U.S. employees under the de minimis or other exceptions set forth in Item 402(u) of Regulation S-K, and we did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table. As calculated, we determined: •The annual total compensation of our median-paid employee for fiscal 2023 was $39,543. •The annual total compensation of our Chief Executive Officer for fiscal 2023 was $13,490,923 (as described above in the Summary Compensation Table). •The ratio of CEO compensation to the annual total compensation of our median employee was 341:1.

  82. Potential Payments Upon Termination or a Change in Control

    | PAY VERSUS PERFORMANCE |

  83. Potential Payments Upon Termination or a Change in Control

    Our executive compensation program is designed to support our business objectives and to provide market-competitive compensation based on a “pay for performance” philosophy that emphasizes achievement of financial goals and alignment with stockholder interests.

  84. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides disclosure for the indicated fiscal years regarding 1) the compensation paid to our Principal Executive Officer (“PEO”), and the average compensation of the other non-PEO NEOs (“Other NEOs"), as reported in the Summary Compensation Table (“SCT”), 2) the “compensation actually paid” (“CAP”) to our PEO and Other NEOs, 3) our company performance, and 4) the performance of our peers. The amounts provided are calculated pursuant to Item 402(v) of Regulation S-K. The OCC does not utilize “compensation actually paid” as a basis for making compensation decisions. _____________________________________________________________________________________________________________________________________________________________

  85. Pay Versus Performance Table

    | Fiscal Year | SCT Total Compensation for PEO (1) | Compensation Actually Paid to PEO (1) (3) | Average SCT Total Compensation for Other NEOs (2) | Average Compensation Actually Paid to Other NEOs (2) (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (5) (in millions) | Company Selected Measure: | | | | | | | Total Stockholder Return (4) | Peer Group Stockholder Return (4) | | Non-GAAP EPS (6) | | 2023 | $13,490,923 | $22,309,137 | $3,462,463 | $4,997,872 | $97.77 | $99.33 | $294.2 | $12.81 | | 2022 | $11,735,964 | $(9,232,263) | $3,122,556 | $(1,008,290) | $85.72 | $102.28 | $385.8 | $12.42 | | 2021 | $10,994,906 | $36,205,083 | $2,772,601 | $7,944,570 | $130.69 | $132.08 | $2,944.7 | $13.24 |

  86. Pay Versus Performance Table

    (1)Our PEO for all presented fiscal years was Albert G. White III (2)Our Other NEOs for each year were: •2023 and 2022: Brian G. Andrews, Daniel G. McBride, Holly R. Sheffield, and Gerard H. Warner III •2021: Brian G. Andrews, Daniel G. McBride, Holly R. Sheffield, and Agostino Ricupati (3)Total compensation reported for our PEO and the average compensation of the Other NEOs for each fiscal year in the 2023 SCT was adjusted in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” as follows:

  87. Pay Versus Performance Table

    | | FY 2023 | | FY 2022 | | FY 2021 | | | | CEO ($) | Average for Other NEOs ($) | CEO ($) | Average for Other NEOs ($) | CEO ($) | Average for Other NEOs ($) | | SCT Total Compensation: | $13,490,923 | $3,462,463 | $11,735,964 | $3,122,556 | $10,994,906 | $2,772,601 | | Adjustments for Equity Fair Value: | | | | | | | | Deduct: equity award value reported in the SCT | $(10,569,853) | $(2,212,547) | $(9,250,214) | $(2,000,105) | $(8,499,660) | $(1,700,029) | | Add: year-end fair value (FV) of awards granted during the FY and remaining unvested at FY end | $11,289,458 | $2,192,652 | $6,953,597 | $1,503,562 | $18,414,809 | $3,685,523 | | Add: vesting date FV of awards granted and vested during the FY | $0 | $0 | $0 | $0 | $0 | $0 | | Add/(Deduct): change in year-end FV of prior year awards remaining unvested at FY end | $5,603,219 | $1,074,119 | $(17,482,099) | $(3,405,635) | $13,119,132 | $2,709,109 | | Add/(Deduct): change in FV from prior FY end of prior-year awards that vested during FY | $2,487,221 | $477,940 | $(1,224,000) | $(261,639) | $2,193,605 | $493,591 | | Adjustments for Pension Value: | | | | | | | | (Deduct): aggregate change in actuarial present value of the RIP | $(12,647) | $(18,474) | $0 | $0 | $(51,121) | $(46,458) | | Add/(Deduct): prior service cost attributed to benefits under the RIP | $20,816 | $21,719 | $34,489 | $32,971 | $33,412 | $30,233 | | Compensation Actually Paid in FY: | $22,309,137 | $4,997,872 | $(9,232,263) | $(1,008,290) | $36,205,083 | $7,944,570 |

  88. Pay Versus Performance Table

    Equity values are calculated in accordance with ASC 718. The SCT value of stock options relies on a Black-Scholes Model and the year-end value of stock options used for determining CAP was calculated using the Hull-White Lattice Model. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report. (4)Reflects cumulative total shareholder return (“TSR") of the Company and of the S&P 500 Healthcare Equipment Index assuming a $100 investment on October 31, 2020 and the reinvestment of all dividends. (5)This column presents the Company's consolidated net income as reported in our Form 10-K for each covered year. (6)Non-GAAP EPS as reported in our year-end earnings disclosures. _____________________________________________________________________________________________________________________________________________________________

  89. Relationship between CAP and Non-GAAP EPS

    | DIRECTOR COMPENSATION |

  90. Components of Director Compensation

    Components of Director Compensation

  91. Director Compensation Table

    Director Compensation Table The following table sets forth the total compensation paid to the non-employee directors for their service on the Board and its committees during the 2023 fiscal year. At present, the non-employee directors are not eligible to participate in our pension programs and no deferred compensation or non-equity incentive plans are available to the non-employee directors.

  92. Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2)(3) | Total | | Robert S. Weiss (Chairman) | $175,000 | $296,821 | $471,821 | | William A. Kozy (Lead Director) | $85,000 | $283,380 | $368,380 | | Colleen E. Jay | $70,000 | $269,939 | $339,939 | | Jody S. Lindell (4) | $33,333 | $0 | $33,333 | | Cynthia L. Lucchese | $41,667 | $269,939 | $311,606 | | Teresa S. Madden | $75,000 | $269,939 | $344,939 | | Gary S. Petersmeyer | $50,000 | $269,939 | $319,939 | | Maria Rivas, M.D. | $50,000 | $269,939 | $319,939 |

  93. Director Compensation Table

    (1)Fees earned represent all cash compensation paid to the non-employee directors for their service during the most recent fiscal year. (2)Represents the grant date fair value of RSUs granted under the 2020 Directors’ Plan to all the non-employee directors serving on April 1, 2023, subject to continued service on our Board, as follows: oMr. Weiss, as Chairman of the Board was granted 795 RSUs. oMr. Kozy as Lead Director was granted 759 RSUs. oMs. Jay, Ms. Lucchese, Ms. Madden, Mr. Petersmeyer, and Dr. Rivas were each granted 723 RSUs. All awards will vest in full on April 1, 2024. The amounts shown reflect compensation costs recognized in our financial statements in accordance with ASC 718. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report. (3)On October 31, 2023, each non-employee director held the following options and RSU awards:

  94. Director Compensation Table

    | Name | Shares Underlying Outstanding Stock Options | Number of RSUs Outstanding | | Robert S. Weiss | 139,692 | 795 | | William A. Kozy | 1,766 | 759 | | Colleen E. Jay | 1,766 | 723 | | Jody S. Lindell | 5,864 | 0 | | Cynthia L. Lucchese | 0 | 723 | | Teresa S. Madden | 0 | 723 | | Gary S. Petersmeyer | 1,782 | 723 | | Maria Rivas, M.D. | 0 | 723 |

  95. Director Compensation Table

    Mr. Weiss’ outstanding options include options granted under the 2007 Long Term Incentive Plan for employees while Mr. Weiss served as our Chief Executive Officer. (4)Payments to Ms. Lindell represent meeting fees and a pro rata stipend for service as a director through March 2023. Ms. Lindell retired as a director effective on the date of the 2023 Annual Meeting and, accordingly, was not granted RSUs under the 2020 Directors’ _____________________________________________________________________________________________________________________________________________________________ Plan. Ms. Lindell's outstanding options will remain exercisable by their terms for three years from her resignation as a director. Mr. Kurzius joined the Board after the start of the 2024 fiscal year and received no payments during the 2023 fiscal year, so is not included in the table.

  96. The Nominees

    The Nominees The nominees presented for election as directors are listed below, along with information regarding when they joined the Board, their present principal occupation, recent business experience, and their service on other companies’ boards of directors. Each nominee listed below currently serves on the Board and there are no family relationships between any of the nominees, or between the nominees and any of our officers. Each nominee, if elected, will serve as a director until the next Annual Meeting or until their successor is duly elected and qualified. All nominees listed below have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. The Board does not anticipate that any of the nominees will be unable to serve as a director, but if a nominee is unable to serve, the Board may either propose an alternate nominee or elect to reduce the size of the Board. If an alternative nominee is proposed, proxies will be voted for the alternative nominee.

  97. Director Nominees for Consideration at the Annual Meeting

    Director Nominees for Consideration at the Annual Meeting

  98. Director Nominees for Consideration at the Annual Meeting

    | | | | Committee Memberships | | | | Financial Expert | Other Public Boards | Demographics | | | Current Directors | Since | Age | Audit | CGNC | OCC | Independent | | | Gender | Race / Ethnicity | | Robert S. Weiss (Chairman) | 1996 | 77 | | | | | | -- | M | White | | William A. Kozy (Lead Director) | 2016 | 72 | | ❖ | ◆ | | | 1 | M | White | | Colleen E. Jay | 2016 | 61 | | ◆ | ❖ | | | 2 | F | White | | Lawrence E. Kurzius | 2023 | 66 | ◆ | | ◆ | | | 2 | M | White | | Cynthia L. Lucchese | 2022 | 63 | ◆ | ◆ | | | | 2 | F | White | | Teresa S. Madden | 2020 | 67 | ❖ | | ◆ | | | 1 | F | White | | Maria Rivas, M.D. | 2021 | 60 | ◆ | ◆ | | | | -- | F | Hispanic | | Albert G. White III (CEO) | 2018 | 54 | | | | | | -- | M | White |

  99. Director Nominees for Consideration at the Annual Meeting

    ❖- Committee Chair ◆ – Committee Member _____________________________________________________________________________________________________________________________________________________________

  100. Director Nominees for Consideration at the Annual Meeting

    | Colleen E. Jay | Joined The Board: April 2016 | | Independent Director | Committees: Organization & Compensation Committee (Chair) Corporate Governance & Nominating Committee |

  101. Director Nominees for Consideration at the Annual Meeting

    Ms. Jay has almost 35 years of experience within the consumer goods industry, including over 15 years of experience as a senior executive. She has first-hand experience with leading large, complex international business operations, including direct responsibility for operations in China and Europe, giving her a strong background in international business, including strategy, sales and marketing, regulatory challenges, and cultural differences in various markets. She brings strong operational, consumer branding and global perspective to the Board that assists with understanding and analyzing our markets and global expansion. Ms. Jay served as a Global Division President for Procter and Gamble until her retirement in October 2017. Her most recent operational assignment was President, Global Beauty Specialty Business at Procter & Gamble from 2015 where she was responsible for the Wella Professional Salon, Cosmetics, Retail Hair Color, and Fragrance businesses, and the successful divestiture of them. Prior to that, Ms. Jay led the multi-billion-dollar Global Retail Hair Care and Color division of Procter & Gamble from 2012 to 2015 and the Global Female Beauty division from 2010 to 2012. She also served as Vice President & General Manager, Greater China Feminine Care, Personal Cleansing, Oral Care & Entire China Marketing Function, based in Guangzhou, China, from 2006 to 2009, where she was responsible for businesses with a combined value of over $1 billion. She worked in various positions with Procter & Gamble since July 1985 and has led operational units in the United States, Canada, China, and Switzerland (including leading global businesses) during the course of her career. Ms. Jay has also volunteered at Catalyst, Inc., a non-profit organization dedicated to improving workplace inclusion for women. She graduated with honors from Wilfrid Laurier University with a bachelor’s degree in business administration. Other Directorships and Memberships: Ms. Jay serves on the board of two publicly traded companies (in addition to Cooper): •Treasury Wine Estates (ASX: TWE), a publicly traded company making and selling wine for the global market; and •Beyond Meat, Inc. (NASDAQ: BYND) where she is also a member of its audit committee.

  102. Director Nominees for Consideration at the Annual Meeting

    | William A. Kozy | Joined The Board: April 2016 | | Vice Chairman Independent Lead Director | Committees: Corporate Governance & Nominating Committee (Chair) Organization & Compensation Committee |

  103. Director Nominees for Consideration at the Annual Meeting

    Mr. Kozy has over 40 years of experience in the medical technology industry. Prior to serving as Chief Operating Officer for Becton Dickinson, key business worldwide leadership assignments included responsibilities for the Biosciences, Diagnostic, and Medical segments of the company. He is the only leader in Becton Dickinson history to have led all three segments of the company in his career. He also _____________________________________________________________________________________________________________________________________________________________ brings corporate leadership experience from Becton Dickinson in other areas: innovation systems, company manufacturing, and Becton Dickinson’s first ERP implementation. Overall, Mr. Kozy brings depth of general management experience in business strategy, operations, and financial performance to this role. Additionally, he has considerable experience in merger and acquisition activity, with integration as an area of executive focus. Mr. Kozy served as the Chief Operating Officer of Becton Dickinson (NYSE: BDX) from 2012 until his retirement in 2016, and as its Executive Vice President from 2006 until 2016. He also served as a member of the corporate Leadership Team for Becton Dickinson and in various executive roles since 1988, including Senior Vice President of Company Operations from 1998 until 2002, President of BD Diagnostics from 2002 through 2006, President of the BD Biosciences segment from 2006 to 2009 and head of BD Medical from 2009 through 2011. Mr. Kozy holds a bachelor’s degree from Kenyon College. Other Directorships and Memberships: Mr. Kozy is the chair of the board of directors of LivaNova PLC (NASDAQ: LIVN), a publicly traded medical device company focused on neurological and cardiovascular medicine. He also serves on the nominating and corporate governance committee. He also serves as a senior advisor to McKinsey & Company, a global management firm, with a focus on mergers and acquisitions.

  104. Director Nominees for Consideration at the Annual Meeting

    | Lawrence E. Kurzius | Joined The Board: December 2023 | | Independent Director Audit Committee Financial Expert | Committees: Audit Committee Organization & Compensation Committee |

  105. Director Nominees for Consideration at the Annual Meeting

    Mr. Kurzius has over 25 years of experience in senior executive leadership roles and as a member of the board of directors with a publicly traded multinational company. He has experience with strategic planning and leadership, international operations, consumer goods marketing, and directing the day-to-day operations of a complex, global business. Business Experience: Mr. Kurzius currently serves as the Executive Chairman of McCormick & Company, Inc. (NYSE: MKC) and previously served as Chairman from 2017 to 2023. Previously, he served as Chief Executive Officer of McCormick from 2016 to 2023, and he also served as its President from 2015 until 2022 and as Chief Operating Officer from 2015 to 2016. He served in other senior positions within McCormick, including President of its global consumer business from 2013 to 2016, Chief Administrative Officer from 2013 to 2015, President of its international business from 2008 to 2013, and in other regional and divisional leadership roles from 2003. Prior to joining McCormick, he served as Chief Executive Officer of Zatarain’s Brands, Inc. until its acquisition by McCormick. Mr. Kurzius graduated from Princeton University magna cum laude with a degree in economics. Other Directorships and Memberships: Mr. Kurzius serves on the board of two publicly traded companies (in addition to Cooper): _____________________________________________________________________________________________________________________________________________________________ •McCormick & Company, Inc. (NYSE: MKC), a food business that manufactures, markets, and distributes spices, seasoning mixes, condiments, and other products to the food industry; and •Elanco Animal Health Inc. (NYSE: ELAN), an animal health company that innovates, develops, manufactures, and markets products for pets and farm animals. He also serves on Elanco’s corporate governance committee and as chair of its compensation and human capital committee. He also serves on the board of three non-profit organizations: •National Association of Manufacturers •National Sporting Library & Museum He previously served on the board of Zatarain’s Brands, Inc. from 1997 to 2004. He also previously served on the boards of several non-profit organizations, including the Consumer Goods Forum, the Consumer Brands Association and the Greater Baltimore Committee from 2016 to 2023, and as a trustee of Jacksonville University from 2010 to 2019.

  106. Director Nominees for Consideration at the Annual Meeting

    | Cynthia L. Lucchese | Joined The Board: October 2022 | | Independent Director Audit Committee Financial Expert | Committees: Audit Committee Corporate Governance & Nominating Committee |

  107. Director Nominees for Consideration at the Annual Meeting

    Ms. Lucchese brings almost 30 years of experience in senior corporate leadership roles, including almost 20 years of service as a Chief Financial Officer for publicly traded companies. She also has extensive experience as a director on public company boards, including audit and corporate governance roles. She is qualified as an Audit Committee Financial Expert under the SEC rules and has experience with the review and analysis of financial statements and operational risk, both through her accounting background and her experience with public company audit committees. Business Experience: Ms. Lucchese served as Chief Strategy Officer for Penske Entertainment Corp (previously Hulman and Company), a subsidiary of Penske Corporation, from November 2020 until her retirement in February 2023, and she served as Chief Administrative Officer and Chief Financial Officer from November 2014 to November 2020. Previously, she was Senior Vice President and Chief Financial Officer of Hillenbrand (NYSE: HI) from 2008 to 2014. She also served from 2005 to 2007 as Senior Vice President and Chief Financial Officer of Thoratec (NASDAQ: THOR), a medical device company focused on treating advanced stage heart failure, and she held various senior financial positions with Guidant Corporation (NYSE: GDT), now a part of Boston Scientific, from 1994 to 2005. Ms. Lucchese earned her undergraduate degree in accounting and MBA from the Indiana University Kelley School of Business. Other Directorships and Memberships: Ms. Lucchese serves on the board of Inari Medical (NASDAQ: NARI), a company focused on treatment of venous thromboembolism and other venous diseases. She also serves on the nominating & corporate governance committee and as chair of the audit committee. She also serves on the board of two private companies: _____________________________________________________________________________________________________________________________________________________________ •Relievant Medsystems, Inc., a private medical device company focused on treatment of spinal pain; and •Beaver-Visitec, Inc., a private company focused on ophthalmic surgical devices, and she serves as chair of the audit committee. In addition, she serves on the Dean’s Council of the Indiana University Kelley School of Business. Ms. Lucchese previously served on the board of Hanger, Inc. (NYSE: HNGR), a provider of products and services that assist patients with disabilities or injuries, until its acquisition in October 2022 by Patient Square Capital, where she served on the audit committee, and on the board of Intersect ENT (NASDAQ: XENT) from 2014 until its acquisition by Medtronic, Inc. in 2022, where she served on the nominating & corporate governance committee and as chair of the audit committee. She also served on the board of Brightpoint, Inc. (NASDAQ: CELL) from 2009 until its acquisition by Ingram Micro, Inc. in 2012, where she served as chair of the audit committee and a member of the nominating & corporate governance committee, and on the Investment Board of the Next Level Indiana Fund through September 2022.

  108. Director Nominees for Consideration at the Annual Meeting

    | Teresa S. Madden | Joined The Board: December 2020 | | Independent Director Audit Committee Financial Expert | Committees: Audit Committee (Chair) Organization & Compensation Committee |

  109. Director Nominees for Consideration at the Annual Meeting

    Ms. Madden’s extensive experience in financial leadership roles and service with the audit committees of public company boards brings valuable accounting knowledge to the Board. She is also qualified as an Audit Committee Financial Expert under the SEC rules and has experience with the review and analysis of financial statements and operational risk, both through her accounting background and her experience with public company audit committees. Business Experience: Ms. Madden served as Executive Vice President and Chief Financial Officer of Xcel Energy, Inc. (NASDAQ: XEL), an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Previously, she served as Controller for Rogue Wave Software, Inc. from 2000 to 2003 and as Controller for New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a Bachelor of Science in Accounting from Colorado State University and a Master of Business Administration from Regis University. Other Directorships and Memberships: Ms. Madden serves on the board of Enbridge, Inc. (NYSE: ENB) and serves on the governance committee and as chair of the audit, finance, and risk committee. She previously served as a director for Peabody Energy Corporation (NYSE: BTU) from 2017 to 2020 where she served on the health, safety, security & environmental committee and as chair of the audit committee. _____________________________________________________________________________________________________________________________________________________________

  110. Director Nominees for Consideration at the Annual Meeting

    | Maria Rivas, M.D. | Joined The Board: July 2021 | | Independent Director | Committees: Audit Committee Corporate Governance & Nominating Committee |

  111. Director Nominees for Consideration at the Annual Meeting

    Dr. Rivas brings extensive knowledge of the medical profession as well as significant experience in the medical device and healthcare industry, particularly in the area of women’s healthcare. Her background provides the Board with crucial insight into the practical application of our women’s healthcare products and the needs of medical practitioners. Dr. Rivas currently serves as Global Chief Medical Affairs Officer and Head, Evidence Generation for Pfizer, Inc. (NYSE: PFE). Until September 2022, she served as Chief Medical Officer and Senior Vice President for the healthcare business of Merck KGaA, Darmstadt, Germany (which operates as EMD Serono in the US and Canada) where she led the Global Pharmacovigilance, Medical Affairs and Evidence and Value Development (HEOR) teams in over 90 countries. Dr. Rivas has extensive experience in driving growth and commercialization strategies, global operations, digital transformation, and crisis and risk management in highly regulated industries. Prior to that, Dr. Rivas served as Senior Vice President of Global Medical Affairs at Merck & Co (MSD), as Vice President of Global Medical Affairs at AbbVie, as Vice President of Oncology, General Medicine and Diagnostic Imaging Medical Affairs at Bayer Healthcare, and in various roles at Eli Lilly including Head of US Women’s Health Medical Affairs. Before joining Eli Lilly, Dr. Rivas was in private practice as an endocrinologist in Puerto Rico. Dr. Rivas obtained a BA in Biochemistry from Brandeis University, Waltham, MA and an MD from Columbia University’s Vagelos College of Physicians and Surgeons, New York, NY. She completed a residency in Internal Medicine and a fellowship in Endocrinology at NY-Presbyterian Hospital, New York, NY. Dr. Rivas is board certified in Endocrinology, Diabetes and Metabolism. Other Directorships and Memberships: Dr. Rivas served as a director for Medidata (NASDAQ: MDSO), a public, mid-cap health technology company, until its successful merger with Dassault Systèmes. She served as a member of the audit and compensation committees for Medidata.

  112. Director Nominees for Consideration at the Annual Meeting

    | Robert S. Weiss | Joined The Board: January 1996 | | Independent Director Chairman of the Board | |

  113. Director Nominees for Consideration at the Annual Meeting

    As our former Chief Executive Officer and with over 40 years of experience with the Company, Mr. Weiss provides the benefit of personal perspective on our business, awareness of our peers and our industry, and an understanding of the strategic goals for our Company that is important to the Board in making decisions regarding the direction of our business. He provides leadership, extensive knowledge of our Company, and business, operating, and policy experience to our Board. _____________________________________________________________________________________________________________________________________________________________ Mr. Weiss served as our President from March 2008 and as our Chief Executive Officer from November 2007 until his retirement in May 2018. He also served as President of CooperVision, our contact lens subsidiary, from March 2007 to February 2008. He previously served as our Chief Operating Officer from January 2005 to October 2007 and as Executive Vice President from October 1995 to October 2007. He served as our Chief Financial Officer from September 1989 to January 2005. He served as our Treasurer from 1989 to March 2002. Since joining us in 1977, he has held a number of finance positions both with us and Cooper Laboratories, Inc. (our former parent). Mr. Weiss served as a director of Accuray Incorporated (Nasdaq: ARAY), a company that develops, manufactures, and sells precise, innovative tumor treatment solutions that set the standard of care with the aim of helping patients live longer, better lives, until November 2019. He served on its nominating and governance committee and on its audit committee. He also served as a member of the Board of Trustees of the University of Scranton in Pennsylvania until May 2021, including service on its finance, advancement, and audit committees.

  114. Director Nominees for Consideration at the Annual Meeting

    | Albert G. White III | Joined The Board: March 2018 | | President & Chief Executive Officer | |

  115. Director Nominees for Consideration at the Annual Meeting

    As our current Chief Executive Officer, Mr. White provides the Board with a direct connection to senior management and the benefit of management’s perspective on our business and immediate strategic goals. He provides leadership, extensive knowledge of our Company, and insight on the day-to-day operation of the business. Business Experience: Mr. White has served as President & Chief Executive Officer and a member of our Board of Directors since May 2018. Previously, he served as Chief Financial Officer from November 2016 until his appointment as CEO and he also served as Executive Vice President and Chief Strategy Officer, positions he held from December 2015 and July 2011, respectively. From August 2015 to May 2018, Mr. White also directed our women’s healthcare business and served as Chief Executive Officer of Cooper Medical Inc., the parent company to CooperSurgical. Previously, he served as Vice President, Investor Relations from November 2007 through March 2013 and as Vice President and Treasurer from April 2006 through December 2012. Prior to joining the Company, Mr. White was a Director with KeyBanc Capital Markets for three years and held a number of leadership positions within KeyBank National Association over the prior eight years. Other Directorships and Memberships: Mr. White does not hold any external directorships. _____________________________________________________________________________________________________________________________________________________________ Nominees for director will be elected by a majority of the shares voted in person or by proxy at the Annual Meeting. The number of shares voted FOR a nominee must exceed the number of shares voted AGAINST. Abstentions and broker non-votes will not be counted as votes cast either for or against the nominee and therefore will not affect the outcome of the director elections. _____________________________________________________________________________________________________________________________________________________________

  116. Director Nominees for Consideration at the Annual Meeting

    | PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  117. Director Nominees for Consideration at the Annual Meeting

    The Audit Committee has appointed the firm of KPMG LLP to act as our independent registered public accounting firm and to audit our consolidated financial statements for the fiscal year ending October 31, 2024. This appointment will continue at the pleasure of the Audit Committee and is presented to the stockholders for ratification as a matter of good governance. If this appointment is not ratified by our stockholders, the Audit Committee will consider that fact when it selects our independent auditor for the following fiscal year. A representative of KPMG is expected to attend the Annual Meeting with an opportunity to make a statement and/or respond to appropriate questions from stockholders present at the Annual Meeting. KPMG has served as our independent registered public accounting firm since 1982. The Audit Committee believes that KPMG’s tenure as the Company’s independent registered public accounting firm provides distinct benefits, as KPMG has obtained significant knowledge and expertise in the Company’s global business operations, accounting policies and practices, and internal control over financial reporting. This knowledge: •Enhances audit quality and effectiveness and provides a framework for effective audit design and planning. •Enables efficiencies allowing cost effectiveness in fee negotiations. •Avoids disruption and additional education, and the substantial knowledge and familiarity required of a new auditor. In considering whether to reappoint KPMG, the Audit Committee considered: •KPMG’s qualifications and global capabilities, including its experience in our industry. •The results of the Audit Committee’s annual assessment of KPMG’s performance. •KPMG’s, and the audit engagement team’s, independence including whether the provision of non-audit services provided by KPMG, individually and in aggregate, to the Company during 2023 was compatible with their independence. •The quality, timeliness, and candor of KPMG’s communications with the Audit Committee and management. •The appropriateness of KPMG’s fees. •KPMG’s tenure as our independent registered public accounting firm. •The controls and processes in place that help ensure KPMG’s continued independence. •Any Public Company Accounting Oversight Board’s firm inspection reports. •The potential impact of appointing a new independent registered public accounting firm. Based on this evaluation, the Audit Committee believes that KPMG is independent, and its selection is in the best interests of the Company. _____________________________________________________________________________________________________________________________________________________________ The proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year requires an affirmative vote of the majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same practical effect as votes against this proposal. Broker non-votes will have no effect in determining the outcome of this proposal. _____________________________________________________________________________________________________________________________________________________________

  118. Director Nominees for Consideration at the Annual Meeting

    | PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION |

  119. Director Nominees for Consideration at the Annual Meeting

    We are requesting stockholder approval, on an advisory basis, of the compensation of our NEOs as presented in the Compensation Discussion and Analysis beginning on page 24 and the compensation tables and associated narrative disclosure included in the discussion of executive compensation beginning on page 45. In addition to the annual review of our overall programs by our Organization & Compensation Committee (OCC), which is responsible for the design and administration of our executive compensation program, we have presented this advisory vote to our stockholders on an annual basis since 2011. As an advisory vote, this proposal is not binding upon us as a Company; however, the OCC values the opinions of our stockholders as expressed through your vote on this proposal. The OCC will consider the outcome of this vote in making future compensation decisions for our NEOs. Our executive compensation program has been designed to retain and incentivize a talented, motivated, and focused executive team by providing compensation that is competitive within our market. We believe that our executive compensation program provides an appropriate balance between salary and “at-risk” forms of incentive compensation, as well as a mix of incentives that encourage executive focus on both short-term and long-term goals as a company without encouraging inappropriate risks to achieve performance. Highlights of our Named Executive Officer compensation include: •Short-term and long-term incentives represent the majority of executive compensation, making actual compensation dependent on our performance as a company. •Short-term incentives require achievement of both quantitative financial goals tied to our operating budget and accomplishments against non-financial objectives approved by the OCC. •Half of the long-term, equity-based compensation awarded to our NEOs is granted in the form of performance share awards. •Agreements with our NEOs include a “double trigger” for any compensation on termination of employment resulting from a change in control. •We maintain Stock Ownership Guidelines for our executives, including a requirement that our Chief Executive Officer maintain stock ownership equivalent to at least five times his base salary. Accordingly, we will present the following resolution for vote at the 2024 Annual Meeting of Stockholders: “RESOLVED, that the stockholders of The Cooper Companies, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure as set forth in our Proxy Statement.” _____________________________________________________________________________________________________________________________________________________________ The proposal to approve our Named Executive Officer’s compensation, on an advisory basis, requires an affirmative vote of the majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same practical effect as votes against this proposal. Broker non-votes will have no effect in determining the outcome of this proposal. _____________________________________________________________________________________________________________________________________________________________

  120. Director Nominees for Consideration at the Annual Meeting

    | OTHER MATTERS |

  121. Director Nominees for Consideration at the Annual Meeting

    The Board knows of no other matters to be presented at the Annual Meeting, but if any such matters properly come before the Annual Meeting, it is intended that the persons holding the accompanying proxy will vote in accordance with their best judgment.

  122. Director Nominees for Consideration at the Annual Meeting

    | RECOMMENDATIONS |

  123. Director Nominees for Consideration at the Annual Meeting

    The Board unanimously recommends that the stockholders vote: •FOR the election of eight directors to our Board as identified in this Proxy Statement. •FOR the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024. •FOR the compensation of our NEOs as presented in this Proxy Statement, on an advisory basis. When a properly executed proxy in the form enclosed with this Proxy Statement is returned, the shares will be voted as indicated or, if no directions are indicated, the shares will be voted in accordance with the recommendations of the Board.

  124. Director Nominees for Consideration at the Annual Meeting

    | VOTING INFORMATION |

  125. Director Nominees for Consideration at the Annual Meeting

    Your vote is important to us. Regardless of whether you plan to attend the meeting, we encourage you to read this Proxy Statement and the accompanying materials and to vote your shares as soon as possible to ensure that your vote is recorded. We look forward to your participation.