DEF 14A of Cooper Companies, Inc., Feb 19, 2025

DEF 14A of Cooper Companies, Inc.

Filed Feb 19, 2025 · FY20240000711404-25-000003

Open on EDGAR

  1. Nicholas S. Khadder

    | Executive Compensation Tables | 46 | | Summary Compensation Table | 46 | | Grants of Plan Based Awards | 48 | | Outstanding Equity at Fiscal Year-End | 49 | | Option Exercises and Stock Vested | 51 | | Pension Benefits | 51 | | Potential Payments Upon Termination or a Change in Control | 52 | | Pay Versus Performance | 56 | | CEO Pay Ratio | 60 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 61 | | PROPOSAL 2 — AMENDMENT OF CERTIFICATE OF INCORPORATION | 62 | | PROPOSAL 3 — RATIFY INDEPENDENT AUDITOR | 64 | | PROPOSAL 4 — ADVISORY VOTE ON EXECUTIVE COMPENSATION | 65 | | OTHER INFORMATION | 66 | | Ownership of the Company | 66 | | Delinquent Section 16(a) Reports | 68 | | Stockholder Proposals and Nominations for Director | 69 | | General Information | 70 | | APPENDIX A | 74 | | RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | 75 |

  2. Director Nominees for Consideration at the Annual Meeting

    Director Nominees for Consideration at the Annual Meeting

  3. 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 | 78 | | | | | | Colleen E. Jay | 2016 | 62 | | | | | | Lawrence E. Kurzius | 2023 | 67 | | | | | | Cynthia L. Lucchese | 2022 | 64 | | | | | | Teresa S. Madden | 2020 | 69 | | | | | | Maria Rivas, M.D. | 2021 | 61 | | | | | | Albert G. White III (CEO) | 2018 | 55 | | | | |

  4. Director Nominees for Consideration at the Annual Meeting

    | 2 | CooperCompanies 2025 Proxy Statement |

  5. The Nominees

    The Nominees The nominees presented for election as directors are listed below. 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. After many years of dedicated service to the Company and its stockholders, William A. Kozy has announced his intention to retire from the Board and will not be standing for re-election at the Annual Meeting. Therefore, the Board has set the size of the Board at seven effective as of the date of the Annual Meeting. 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.

  6. Director Nominees for Consideration at the Annual Meeting

    Director Nominees for Consideration at the Annual Meeting

  7. 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 | 78 | | | | | | -- | M | White | | Colleen E. Jay | 2016 | 62 | | | | | | 2 | F | White | | Lawrence E. Kurzius | 2023 | 67 | | | | | | 2 | M | White | | Cynthia L. Lucchese | 2022 | 64 | | | | | | 1 | F | White | | Teresa S. Madden | 2020 | 69 | | | | | | 1 | F | White | | Maria Rivas, M.D. | 2021 | 61 | | | | | | -- | F | Hispanic | | Albert G. White III (CEO) | 2018 | 55 | | | | | | 1 | M | White |

  8. Director Nominees for Consideration at the Annual Meeting

    - Committee Chair – Committee Member

  9. Director Nominee Strengths

    Director Nominee Strengths

  10. Director Nominee Strengths

    | | Executive Leadership Experience 100% 7 of 7 Directors | | Public Company Board Experience 100% 7 of 7 Directors | | Finance & Accounting / Risk Management 100% 7 of 7 Directors | | Investments / Strategic Planning / M&A 100% 7 of 7 Directors | | | Global Business Experience 100% 7 of 7 Directors | | Healthcare Industry 86% 6 of 7 Directors | | Government / Regulatory 71% 5 of 7 Directors | | Manufacturing / Distribution / Supply Chain 71% 5 of 7 Directors |

  11. Director Nominee Strengths

    | 16 | CooperCompanies 2025 Proxy Statement |

  12. Director Nominee Strengths

    | | Key Skills and Qualifications: 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. Business Experience: 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 Public Company Boards: •Treasury Wine Estates •Beyond Meat, Inc. | | Colleen E. Jay | | | Age: 62 | | | Director since 2016 | | | Independent Director | | | Committees: •Organization & Compensation (Chair) •Corporate Governance & Nominating | |

  13. Director Nominee Strengths

    | CooperCompanies 2025 Proxy Statement | 17 |

  14. Director Nominee Strengths

    | | Key Skills and Qualifications: Mr. Kurzius has over 25 years of experience in senior executive leadership roles including seven years as the Chief Executive Officer of a public company 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 served as the Chief Executive Officer of McCormick & Company, Incorporated (NYSE: MKC) from 2016 to 2023 and as its President from 2015 to 2022. Mr. Kurzius currently serves as a director of McCormick and previously served as its Executive Chairman from 2023-2024, and as its Chairman from 2017 to 2023. Mr. Kurzius held roles of increasing responsibility at McCormick beginning in 2003, including President and Chief Operating Officer (2015-2016), President of McCormick’s global consumer business (2013-2016), Chief Administrative Officer (2013-2015), President of the international business (2008-2013), and President of EMEA (2007-2008). Previously, Mr. Kurzius was the Chief Executive Officer of Zatarain’s, where he worked for 12 years before the company was acquired by McCormick. Prior to this, Mr. Kurzius was a marketing executive with the Quaker Oats Company and Mars Inc.’s Uncle Ben’s Company. Mr. Kurzius graduated from Princeton University magna cum laude with a degree in economics. Other Public Company Boards: •McCormick & Company, Inc. •Elanco Animal Health Inc. | | Lawrence E. Kurzius | | | Age: 67 | | | Director Since 2023 | | | Independent Director | | | Committees: •Audit •Organization & Compensation | |

  15. Director Nominee Strengths

    | 18 | CooperCompanies 2025 Proxy Statement |

  16. Director Nominee Strengths

    | | Key Skills and Qualifications: 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 Public Company Boards: •Inari Medical Prior Public Company Boards: •Hanger, Inc. (until 2022) •Intersect ENT (until 2022) | | Cynthia L. Lucchese | | | Age: 64 | | | Director since 2022 | | | Independent Director | | | Committees: •Audit •Corporate Governance & Nominating | |

  17. Director Nominee Strengths

    | CooperCompanies 2025 Proxy Statement | 19 |

  18. Director Nominee Strengths

    | | Key Skills and Qualifications: Ms. Madden’s extensive experience in financial leadership roles, including five years as the Chief Financial Officer of a publicly traded company, 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 Public Company Boards: •Enbridge, Inc. Prior Public Company Boards: •Peabody Energy Corporation (until 2020) | | Teresa S. Madden | | | Age: 69 | | | Director since 2020 | | | Independent Director | | | Committees: •Audit (Chair) •Organization & Compensation | |

  19. Director Nominee Strengths

    | 20 | CooperCompanies 2025 Proxy Statement |

  20. Director Nominee Strengths

    | | Key Skills and Qualifications: 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. Business Experience: Dr. Rivas currently serves as Global Chief Medical Officer for Specialty and Primary Care and Head, Evidence Generation for Pfizer, Inc. (NYSE: PFE). She has announced that she will retire from this role in March 2025. 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. | | Maria Rivas, M.D. | | | Age: 61 | | | Director since 2021 | | | Independent Director | | | Committees: •Audit •Corporate Governance & Nominating | |

  21. Director Nominee Strengths

    | CooperCompanies 2025 Proxy Statement | 21 |

  22. Director Nominee Strengths

    | | Key Skills and Qualifications: 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. Business Experience: 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 holds a BS in accounting from the University of Scranton. | | Robert S. Weiss | | | Age: 78 | | | Director since 1996 | | | Independent Director Chairman of the Board | |

  23. Director Nominee Strengths

    | 22 | CooperCompanies 2025 Proxy Statement |

  24. Director Nominee Strengths

    | | Key Skills and Qualifications: 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 on 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. Mr. White holds a BS in Finance and an MBA, both from Virginia Tech. Other Public Company Boards: •Evolus Inc. | | Albert G. White III | | | Age: 55 | | | Director since 2018 | | | President & Chief Executive Officer | |

  25. Director Nominee Strengths

    | CooperCompanies 2025 Proxy Statement | 23 |

  26. Compensation of Directors

    Compensation of Directors Directors of a publicly traded company have substantial responsibilities and time commitments and, with ongoing changes in corporate governance standards, highly qualified and experienced directors are in high demand; therefore, we seek to provide suitable economic incentives for our directors and to compensate them appropriately for their continued performance, increased responsibilities, and dedication. This compensation applies only to our non-employee directors. Members of the Board who are also our employees receive no additional compensation for their service as directors. The OCC reviews and recommends compensation amounts for our non-employee directors. The full Board approves compensation based on these recommendations. The OCC considers director responsibilities, compensation practices of our peer companies, and recommendations from Compensia, an independent compensation consultant, in making non-employee director compensation recommendations to the Board. Compensation levels are reviewed at least annually and modified as the Board considers necessary or appropriate.

  27. Components of Director Compensation

    Components of Director Compensation Cash Compensation In fiscal 2024, our non-employee directors received an annual retainer for their service. Additional annual retainers, in recognition of additional responsibility, were paid to the Chairman of the Board, the independent Lead Director, and the Chair of each committee of the Board.

  28. Components of Director Compensation

    | Annual Retainer: | | | Chairman of the Board | $175,000 | | Lead Director | $70,000 | | All Other Non-Employee Directors | $50,000 | | Additional Annual Retainer for Service as a Committee Chair: | | | Audit Committee | $25,000 | | Organization & Compensation Committee | $20,000 | | Corporate Governance & Nominating Committee | $15,000 |

  29. Components of Director Compensation

    Equity Compensation Our non-employee directors automatically receive an annual equity grant ("Annual Equity Grant") in the form of RSUs under the Company’s 2020 Long-Term Incentive Plan for non-employee directors (the “2020 Directors’ Plan”). The Annual Equity Grant has a total grant date value of $270,000 (or $283,500 and $297,000 in the case of the Lead Director and Chairman, respectively) and are awarded annually on April 1st. If a non-employee director is appointed or elected after April 1st, then the director will receive a grant on the date of such appointment or election that is proportionally adjusted to reflect the number of months of actual service on the Board during the first fiscal year of their election or appointment. Awards vest in full on the first anniversary of the date of grant, except that if a director ends their term of service prior to the vesting date, the number of shares released under the award will be prorated according to the portion of the year actually served and the prorated number of shares will be released on the standard April 1 vesting date. If a director’s service were terminated prior to the vesting date for Cause, as defined in the 2020 Directors’ Plan, the director would immediately forfeit the award.

  30. Components of Director Compensation

    | 24 | CooperCompanies 2025 Proxy Statement |

  31. 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 2024 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.

  32. Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Robert S. Weiss (Chairman) | 175,000 | 297,025 | 472,025 | | William A. Kozy (Lead Director) | 85,000 | 283,529 | 368,529 | | Colleen E. Jay | 70,000 | 270,032 | 340,032 | | Lawrence E. Kurzius(4) | 45,834 | 360,077 | 405,911 | | Cynthia L. Lucchese | 50,000 | 270,032 | 320,032 | | Teresa S. Madden | 75,000 | 270,032 | 345,032 | | Gary S. Petersmeyer(5) | 33,333 | — | 33,333 | | Maria Rivas, M.D. | 50,000 | 270,032 | 320,032 |

  33. Director Compensation Table

    (1)Fees earned represent all cash compensation paid to the non-employee directors for their service during the 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, 2024, as follows: - Mr. Weiss, as Chairman of the Board, was granted 2,993 RSUs. - Mr. Kozy, as Lead Director, was granted 2,857 RSUs. - Mses. Jay, Lucchese, and Madden, Mr. Kurzius, and Dr. Rivas were each granted 2,721 RSUs. The amount reported for Mr. Kurzius also includes the grant date fair value of 1,056 RSUs he received upon joining the Board on December 1, 2023. All awards will vest in full on the first anniversary of the grant date, subject to continued service on such date. 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 2024 Annual Report. (3) As of October 31, 2024, each non-employee director held the following RSUs and options:

  34. Director Compensation Table

    | Name | Shares Underlying Outstanding Stock Options (#) | Number of RSUs Outstanding (#) | | Robert S. Weiss | — | 2,993 | | William A. Kozy | 7,064 | 2,857 | | Colleen E. Jay | 7,064 | 2,721 | | Lawrence E. Kurzius | — | 2,721 | | Cynthia L. Lucchese | — | 2,721 | | Teresa S. Madden | — | 2,721 | | Gary S. Petersmeyer | 7,128 | — | | Maria Rivas, M.D. | — | 2,721 |

  35. Director Compensation Table

    (4) Mr. Kurzius joined the Board in the first quarter of 2024 and his fees were prorated accordingly.

  36. Director Compensation Table

    | CooperCompanies 2025 Proxy Statement | 25 |

  37. Director Compensation Table

    (5) Payments to Mr. Petersmeyer represent a pro rata retainer for service as a director through March 2024. Mr. Petersmeyer retired as a director effective on the date of the 2024 Annual Meeting and, accordingly, was not granted RSUs under the 2020 Directors’ Plan. Mr. Petersmeyer's outstanding options will remain exercisable by their terms for three years from his resignation as a director.

  38. Executive Summary

    | ò Base Salary ò Cash Bonus ò Time-Based RSUs ò Performance Awards | ò Base Salary ò Cash Bonus ò Time-Based RSUs ò Performance Awards |

  39. Discussion of Our Executive Compensation Program

    •The recommendations of our CEO; and •General market conditions. The OCC does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile or multiple for establishing compensation among the executive officers or in relation to the competitive market data. Instead, the OCC relies upon its members’ knowledge and judgment in assessing the various qualitative and quantitative inputs it receives regarding each individual and makes compensation decisions accordingly. Role of Management The OCC considers input from management regarding executive compensation and performance to be a valuable tool in setting appropriate compensation levels. In addition to recommendations regarding annual executive compensation, management also provides recommendations to the OCC regarding: •Selection of companies for our compensation peer group; •Appropriate structure for our annual incentive payment plan, including financial performance measures, non-financial objectives, target performance levels, and calculation or determination of achievement levels; •Long-term incentive plan design and annual award allocations; •Employment terms and arrangements; and •Stock trading and incentive compensation recovery policies and ownership guidelines. The OCC reviews management recommendations with its compensation consultant before making its own decisions on the compensation of our NEOs. Other than the CEO, none of the NEOs are present during the OCC's deliberations and voting regarding their own compensation and the CEO is not present during the OCC's deliberations and voting regarding the CEO's compensation. The OCC meets in private session with only independent directors present to conclude deliberations and make final decisions regarding the compensation of all of the NEOs. Role of the Compensation Consultant In fiscal 2024, the OCC retained Compensia to provide information and analysis on the compensation of our executive officers. The OCC maintains sole authority to determine the terms of Compensia’s retention and services, and a representative of Compensia generally attends the 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. Compensia maintains internal policies specifically designed to prevent conflicts of interest. The OCC assessed the independence of Compensia and concluded that the services provided by Compensia does not raise any conflicts of interest. 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 comparable industry, business model and/or executive labor market and similarity in company size and scope as measured by annual revenue and market capitalization. For fiscal 2024, companies in Healthcare Equipment, Healthcare Supplies, and Life Sciences Tools and Services industries with comparable business focuses and end markets were considered for inclusion in our compensation peer group. Our peer group selection criteria also targeted revenues between about $1.7 billion and $6.8 billion in the previous fiscal year (about 0.5x to 2.0x our own revenue) and market capitalization between about $5.7 billion and $56.9 billion (about 0.3x to 3.0x our 30-trading day average market capitalization).

  40. Discussion of Our Executive Compensation Program

    Our compensation peer group for fiscal 2024 was the same as the peer group for fiscal 2023 and was comprised of the following companies:

  41. Elements of our Executive Compensation Program

    | Base Salary | We offer base salaries that are intended to provide a level of stable fixed compensation to our executive officers for performance of day-to-day services. Base salaries for our executive officers are generally reviewed annually to determine whether an adjustment is warranted, with any changes in base salary generally effective on the first day of the calendar year. | | Annual Cash Incentive | We provide our executive officers the opportunity to earn annual cash bonuses on substantially the same basis as our employees who are eligible under our corporate bonus program. These cash bonuses are intended to encourage achievement of short-term business goals as reflected in our annual operating budget | | Long-Term Equity Incentives | We provide our executive officers the opportunity to earn shares of our common stock through stock options, restricted stock units (RSUs) and performance-based restricted stock units (PSUs), which connects equity incentives to strategic objectives and priorities linked to long-term success, supports alignment between executives and stockholders, and encourages executive retention |

  42. Compensation Decisions for Fiscal Year 2024

    (1)Salaries as presented here represent amounts approved by the OCC for the indicated fiscal year. Salary changes become effective on a calendar year basis and therefore amounts presented here may differ from the Summary Compensation Table which presents amounts paid during the fiscal year. Annual Cash Incentives – 2024 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 and operational 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 annual 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 our achievement of strategic and operational goals approved at the beginning of the fiscal year. Target incentive opportunities under the IPP are calculated as a designated percentage of base salary for the fiscal year as follows:

  43. Compensation Decisions for Fiscal Year 2024

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

  44. Compensation Decisions for Fiscal Year 2024

    | 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 | $1,391,667 | 125% | 116.4% | 75% | 140% | 25% | $1,702,008 | 122.3% | 152.9% | | B. Andrews | $481,250 | 75% | 116.4% | 75% | 140% | 25% | $588,569 | 122.3% | 91.7% | | D. McBride (1) | $600,000 | 80% | 113.6% | 75% | 140% | 25% | $721,425 | 120.2% | 96.2% | | H. Sheffield (1) | $462,500 | 75% | 98.9% | 75% | 140% | 25% | $504,934 | 109.2% | 81.9% | | G. Warner (1) | $402,083 | 75% | 110.9% | 75% | 140% | 25% | $475,162 | 118.2% | 87.7% |

  45. CooperSurgical

    | Goals | Key Achievements | | Organizational: | | | Human Resources | •Completed a company wide strategic HR organizational review of peer companies and implemented changes to Cooper's structure to support growth and improve efficiencies •Obtained a record 90% response rate to Gallup Engagement Survey and delivered the third straight year of improved ratings •Improved HR communications and developed a more inclusive communication platform | | OneCooper Initiatives | •Advanced IT, Communications and Finance OneCooper operations, to leverage resources across the business and support operational efficiencies. •Conducted first joint leadership session for CooperVision, CooperSurgical and CooperCompanies, including training and succession planning | | Business: | | | Strategic M&A and Other Activities | •Acquired select assets of Cook Medical, focused primarily on the obstetrics, Doppler monitoring and gynecology surgery markets •Acquired Zymot Fertility, a fertility company specializing in sperm separation devices •Acquired obp Surgical, a medical device company with a suite of single-use cordless surgical retractors with integrated light source and evacuation channels •Refinanced $2.14 billion in credit facilities |

  46. CooperSurgical

    Long-Term Incentive Compensation For fiscal 2024, 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 discussed 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, our 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 believes that soliciting input from our NEOs 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 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 2024, stock options were valued at approximately 32.3% of the stock price on the date of grant. 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. RSUs provide value only if the executive officer remains with the Company. Both award types provide the opportunity for long-term gain tied to

  47. CooperSurgical

    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. Performance-Based Equity (PSUs) In fiscal 2024, 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 earned 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 earned on the 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. Grants to NEOs in Fiscal Year 2024

  48. CooperSurgical

    | NEO | RSUs | | PSUs | | | | Target Award (1) ($) | RSUs Granted (2) (#) | Target Award (1) ($) | PSUs Granted (3) (#) | | A. White | 6,240,000 | 73,356 | 6,240,000 | 73,356 | | B. Andrews | 1,200,000 | 14,108 | 1,200,000 | 14,108 | | D. McBride | 1,550,000 | 18,220 | 1,550,000 | 18,220 | | H. Sheffield | 1,125,000 | 13,224 | 1,125,000 | 13,224 | | G. Warner | 1,000,000 | 11,756 | 1,000,000 | 11,756 |

  49. CooperSurgical

    (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 2024 Annual Report. (2)RSUs granted in fiscal 2024 vest in equal annual installments on January 8, 2025, January 8, 2026, January 8, 2027 and January 8, 2028. (3)PSUs granted in fiscal 2024 have a 3-year performance period and will vest if designated targets are met at the end of fiscal 2026. 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. Achievement for Awards Granted in Fiscal 2022 PSUs granted to the NEOs (other than Mr. Warner) in fiscal year 2022 completed their performance cycle at the end of fiscal 2024. Mr. Warner did not receive a PSU award in fiscal 2022. These awards were eligible to be earned based on our three-year non-GAAP constant-currency EPS compound annual growth rate (CAGR), 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 at the 185% level. The earned shares will will vest on February 1, 2025, subject to continued service.

  50. CooperSurgical

    | 2022 PSU Award Calculation | | | | | Target Non-GAAP EPS | Actual Non-GAAP EPS (1) | Actual Non-GAAP EPS as a % of Target | Achievement Level | | $3.64 | $3.81 | 105% | 185% |

  51. Achievement under 2022 PSUs

    Achievement under 2022 PSUs (Performance Cycle: November 1, 2022 to October 31, 2024)

  52. Achievement under 2022 PSUs

    | | Possible Shares | | | Actual Shares | | NEO | Threshold (50% Achievement) | Target (100% Achievement) | Maximum (200% Achievement) | Actual (185% Achievement) | | A. White | 22,774 | 45,548 | 91,096 | 84,264 | | B. Andrews | 4,554 | 9,108 | 18,216 | 16,850 | | D. McBride | 6,156 | 12,312 | 24,624 | 22,777 | | H. Sheffield | 4,678 | 9,356 | 18,712 | 17,309 |

  53. Other Compensation

    Other Compensation Executive Employment Agreements The OCC considers maintaining a stable and effective management team essential to protecting our, and our stockholders' best interests. The Company has entered into employment agreements with each of the NEOs which 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 the Company. All executive agreements and the Change in Control Severance Plan are discussed in more detail in Potential Payments Upon Termination or a Change in Control. Employee Benefits & Perquisites Our NEOs are eligible to receive benefits under programs provided to our employees generally, including participation in our 401(k) plan (with matching contributions), benefits under our Retirement Income Plan (a defined benefit plan), and our health, life, and disability insurance programs, including contact lens benefits. Matching contributions to our 401(k) plan for the NEOs are equal to the matching contributions provided to employees generally, which match 50% of employee contributions up to $8,000 (for a maximum benefit of $4,000 per year). Benefits under the Retirement Income Plan are discussed in more detail in the Narrative to the Pension Benefits Table. Our NEOs also receive limited perquisites or other personal benefits, generally in the form of automobile allowances. In fiscal 2024, Mr. McBride and a guest attended an annual incentive trip awarded to top sales performers. We only provide perquisites or other personal benefits to our executive officers, including our NEOs, in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective and for recruitment and retention purposes.

  54. Other Policies and Considerations

    Other Policies and Considerations Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Although we do not have a formal policy with respect to the timing of our equity award grants, the OCC has historically granted such awards on a predetermined annual schedule. In fiscal 2024, we did not grant new awards of stock options to our NEOs during the time period outlined in Item 402(x) of Regulation S-K. Stock Ownership Guidelines We maintain stock ownership guidelines that require each of our executive officers to maintain a stock ownership level equal to a specific multiple of their annual base salary as set out below. There is no required period for the executive officers to achieve the required ownership. When ownership is below the set guideline, the executive officer is expected to hold shares acquired from equity awards until the requisite ownership level is met. In addition to directly held shares, the potential value of vested stock options and unvested RSUs are credited in consideration of whether ownership requirements have been met. As of October 31, 2024, all of our NEOs were in compliance with the applicable stock ownership guidelines.

  55. Other Policies and Considerations

    | GUIDELINE (AS MULTIPLE OF BASE SALARY) | | | 5x base salary – Chief Executive Officer | Must hold 75% of the shares acquired from equity awards, net of taxes and any exercise cost, until guidelines are met. | | 2x base salary – Other Executive Officers | Must hold 50% of the shares acquired from equity awards, net of taxes and any exercise cost, until guidelines are met. |

  56. Summary Compensation Table

    Summary Compensation Table The table below shows compensation paid during fiscal years 2024, 2023, and 2022 to the individuals who served as our NEOs during the past fiscal year.

  57. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards (1) ($) | Option Awards (1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | Change in Pension Value (3) ($) | All Other Compensation(4) ($) | Total Compensation ($) | | Albert G. White III President & Chief Executive Officer | 2024 | 1,127,692 | 12,480,056 | — | 1,702,008 | 101,721 | 16,154 | 15,427,631 | | | 2023 | 1,054,167 | 5,284,866 | 5,284,986 | 1,838,203 | 12,647 | 16,054 | 13,490,923 | | | 2022 | 925,000 | 4,625,058 | 4,625,156 | 1,544,750 | — | 16,000 | 11,735,964 | | Brian G. Andrews Executive Vice President, Chief Financial Officer & Treasurer | 2024 | 650,000 | 2,400,194 | — | 588,569 | 72,409 | 16,154 | 3,727,326 | | | 2023 | 591,667 | 1,125,050 | 1,124,966 | 612,637 | 1,635 | 16,054 | 3,472,009 | | | 2022 | 541,667 | 924,849 | 925,049 | 506,567 | — | 16,000 | 2,914,132 | | Daniel G. McBride Executive Vice President & Chief Operating Officer | 2024 | 759,616 | 3,099,769 | — | 721,425 | 120,414 | 63,636 | 4,764,859 | | | 2023 | 745,847 | 2,750,123 | — | 827,592 | 25,932 | 28,624 | 4,378,118 | | | 2022 | 720,886 | 1,250,191 | 1,250,027 | 796,435 | — | 16,000 | 4,033,539 | | Holly R. Sheffield President, CooperSurgical, Inc. | 2024 | 624,679 | 2,249,799 | — | 504,934 | 51,897 | 16,154 | 3,447,463 | | | 2023 | 570,840 | 1,574,938 | 525,032 | 513,746 | 19,040 | 16,000 | 3,219,596 | | | 2022 | 545,869 | 950,032 | 949,992 | 468,755 | — | 15,850 | 2,930,498 | | Gerard H. Warner III President, CooperVision, Inc. | 2024 | 548,718 | 2,000,048 | — | 475,162 | 88,836 | 16,179 | 3,128,944 | | | 2023 | 491,670 | 1,750,078 | — | 469,436 | 27,288 | 41,657 | 2,780,129 | | | 2022 | 437,671 | 875,296 | 874,983 | 391,595 | — | 32,511 | 2,612,056 |

  58. Summary Compensation Table

    (1)Amounts shown in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of stock options, 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 2024 Annual Report. The 2024 PSU values as of the grant date, assuming that the highest level of performance is achieved, are:

  59. Summary Compensation Table

    | Albert G. White III | $12,480,056 | | Brian G. Andrews | $2,400,194 | | Daniel G. McBride | $3,099,769 | | Holly R. Sheffield | $2,249,799 | | Gerard H. Warner III | $2,000,048 |

  60. Summary Compensation Table

    | 46 | CooperCompanies 2025 Proxy Statement |

  61. Summary Compensation Table

    (2)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentives earned under the 2024 IPP which is discussed in more detail in the Compensation Discussion and Analysis. (3)Change in value of accumulated pension benefits for the 2024 fiscal year was calculated as the difference between the value of accumulated benefits on October 31, 2024 and the value of accumulated benefits on October 31, 2023. Present value of accumulated benefits at October 31, 2024 are based on a 5.32% discount rate and the Pri-2012 mortality rates with projection scale MP-2021 and the value of accumulated benefits on October 31, 2023 are based on a 6.22% discount rate and the Pri-2012 mortality rates with projection scale MP-2021. (4)Amounts included in the “All Other Compensation” column for fiscal 2024 for each of the NEOs represent an annual automobile allowance of $12,154 and matching contributions under our 401(k) Plan of $4,000. The amount for Mr. McBride also includes $47,482 related to attendance by Mr. McBride and a guest at an annual incentive trip awarded to top sales performers.

  62. Summary Compensation Table

    | CooperCompanies 2025 Proxy Statement | 47 |

  63. Grants of Plan Based Awards

    Grants of Plan Based Awards This table presents information regarding the possible awards payable under our 2024 IPP and the value of equity awards granted to our NEOs in the 2024 fiscal year. Our equity grant practices and calculation of awards under the 2024 IPP are discussed in more detail in the Compensation Discussion and Analysis.

  64. Grants of Plan Based Awards

    | | | 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) (#) | Grant Date Fair Value of Stock and Option Awards (4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Albert G. White III | 12/8/2023 | 700,000 | 1,400,000 | 2,800,000 | | | | | | | | 12/12/2023 | | | | 36,678 | 73,356 | 146,712 | | 6,240,028 | | | 12/12/2023 | | | | | | | 73,356 | 6,240,028 | | Brian G. Andrews | 12/8/2023 | 243,750 | 487,500 | 975,000 | | | | | | | | 12/12/2023 | | | | 7,054 | 14,108 | 28,216 | | 1,200,097 | | | 12/12/2023 | | | | | | | 14,108 | 1,200,097 | | Daniel G. McBride | 12/8/2023 | 300,000 | 600,000 | 1,200,000 | | | | | | | | 12/12/2023 | | | | 9,110 | 18,220 | 36,440 | | 1,549,884 | | | 12/12/2023 | | | | | | | 18,220 | 1,549,884 | | Holly R. Sheffield | 12/8/2023 | 234,375 | 468,750 | 937,500 | | | | | | | | 12/12/2023 | | | | 6,612 | 13,224 | 26,448 | | 1,124,900 | | | 12/12/2023 | | | | | | | 13,224 | 1,124,900 | | Gerard H. Warner III | 12/8/2023 | 206,250 | 412,500 | 825,000 | | | | | | | | 12/12/2023 | | | | 5,878 | 11,756 | 23,512 | | 1,000,024 | | | 12/12/2023 | | | | | | | 11,756 | 1,000,024 |

  65. Grants of Plan Based Awards

    (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 2024 IPP, which was approved on December 8, 2023. 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 financial 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 2024 IPP were approved on December 10, 2024 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 12, 2023 under our 2007 Long-Term Incentive Plan. These awards will be earned when the OCC certifies the performance results after October 31, 2026 and the earned shares are subject to vesting through the Payment Date (as defined in the award agreement). (3)Stock awards reported in this column were granted as RSUs and vest ratably over four years, beginning on January 8, 2025. (4)Amounts represent the grant date fair value of the awards granted in the 2024 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 2024 Annual Report.

  66. Grants of Plan Based Awards

    | 48 | CooperCompanies 2025 Proxy Statement |

  67. 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 2024 fiscal year. Continued vesting on all awards is subject to the individual's continued service. Further, the unvested shares subject to these awards may be subject to accelerated vesting upon a qualifying termination, as described in Potential Payments Termination or a Change in Control.

  68. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (1) ($) | 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 (1) ($) | | Albert G. White III | 156,484 | — | 57.42 | 12/12/2027 | 73,356 | 7,678,906(6) | 84,264 | 8,820,756(9) | | | 137,916 | — | 57.52 | 5/1/2028 | | | 64,092 | 6,709,151(10) | | | 362,368 | — | 63.69 | 12/11/2028 | | | 73,356 | 7,678,906(11) | | | 349,800 | 87,452 | 76.14 | 12/10/2029(2) | | | | | | | 151,636 | 50,544 | 86.44 | 12/8/2030(3) | | | | | | | 101,988 | 101,988 | 101.54 | 12/7/2031(4) | | | | | | | 51,228 | 153,676 | 82.46 | 12/13/2032(5) | | | | | | Brian G. Andrews | 22,660 | — | 57.42 | 12/12/2027 | 2,892 | 302,735(7) | 16,850 | 1,763,858(9) | | | 17,240 | — | 57.52 | 5/1/2028 | 14,108 | 1,476,825(6) | 13,644 | 1,428,254(10) | | | 72,472 | — | 63.69 | 12/11/2028 | | | 14,108 | 1,476,825(11) | | | 67,008 | 16,752 | 76.14 | 12/10/2029(2) | | | | | | | 29,436 | 9,812 | 86.44 | 12/8/2030(3) | | | | | | | 20,400 | 20,396 | 101.54 | 12/7/2031(4) | | | | | | | 10,904 | 32,712 | 82.46 | 12/13/2032(5) | | | | | | Daniel G. McBride | 156,484 | — | 57.42 | 12/12/2027 | 12,508 | 1,309,337(8) | 22,777 | 2,384,296(9) | | | 131,772 | — | 63.69 | 12/11/2028 | 18,220 | 1,907,270(6) | 16,676 | 1,745,644(10) | | | 98,124 | 24,532 | 76.14 | 12/10/2029(2) | | | 18,220 | 1,907,270(11) | | | 41,924 | 13,972 | 86.44 | 12/8/2030(3) | | | | | | | 27,564 | 27,564 | 101.54 | 12/7/2031(4) | | | | |

  69. Outstanding Equity Awards at Fiscal Year End Table

    | CooperCompanies 2025 Proxy Statement | 49 |

  70. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (1) ($) | 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 (1) ($) | | Holly R. Sheffield | 70,112 | — | 56.58 | 6/4/2028 | 4,776 | 499,952(7) | 17,309 | 1,811,906(9) | | | 49,412 | — | 63.69 | 12/11/2028 | 13,224 | 1,384,288(8) | 12,732 | 1,332,786(10) | | | 76,956 | 19,240 | 76.14 | 12/10/2029(2) | | | 13,224 | 1,384,288(11) | | | 31,220 | 10,404 | 86.44 | 12/8/2030(3) | | | | | | | 20,948 | 20,948 | 101.54 | 12/7/2031(4) | | | | | | | 5,088 | 15,268 | 82.46 | 12/13/2032(5) | | | | | | Gerard H. Warner III | 2,140 | — | 57.42 | 12/12/2027 | 264 | 27,636(7) | 10,612 | 1,110,864(10) | | | 26,544 | — | 63.69 | 12/11/2028 | 2,168 | 226,946(7) | 11,756 | 1,230,618(11) | | | 13,784 | 13,780 | 101.54 | 12/7/2031(4) | 2,532 | 265,050(7) | | | | | — | 11,024 | 101.54 | 12/7/2031(4) | 3,076 | 321,996(12) | | | | | | | | | 2,464 | 257,932(12) | | | | | | | | | 7,960 | 833,253(7) | | | | | | | | | 11,756 | 1,230,618(8) | | |

  71. Outstanding Equity Awards at Fiscal Year End Table

    (1)Market value calculated based on a price per share of $104.68, which was the closing price of our common stock on October 31, 2024. (2)Award vests on December 10, 2024. (3)Award vests on December 8, 2024. (4)Award vests in equal amounts on December 7, 2024 and December 7, 2025. (5)Award vests in equal amounts on December 13, 2024, December 13, 2025, and December 13, 2026. (6)Award vests in equal amounts on January 8, 2025, January 8, 2026, January 8, 2027, and January 8, 2028. (7)Award vests on January 8, 2025. (8)Award vests in equal amounts on January 8, 2025, January 8, 2026, and January 8, 2027. (9)The 2022 PSU performance period ended on October 31, 2024 but shares were not earned until December 10, 2024 when the OCC certified the performance results. The amount shown reflects the amount earned. The earned shares are subject to vesting through the Payment Date (as defined in the award agreement). See Compensation Discussion and Analysis. (10)The 2023 PSU performance period ends on October 31, 2025. These awards will be earned based on achievement of specified levels of growth in non-GAAP earnings per share when the OCC certifies the performance results after the end of the three-year performance period and the earned shares will be subject to vesting through the Payment Date (as defined in the award agreement). Because the awards earned are not currently determinable, the number of units and the corresponding market value are reported at target.

  72. Outstanding Equity Awards at Fiscal Year End Table

    | 50 | CooperCompanies 2025 Proxy Statement |

  73. Outstanding Equity Awards at Fiscal Year End Table

    (11)The 2024 PSU performance period ends on October 31, 2026. These awards will be earned based on achievement of specified levels of growth in non-GAAP earnings per share when the OCC certifies the performance results after the end of the three-year performance period and the earned shares will be subject to vesting through the Payment Date (as defined in the award agreement). Because the awards earned are not currently determinable, the number of units and the corresponding market value are reported at target. (12)Award vests in equal amounts on January 8, 2025 and January 8, 2026.

  74. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table details the number of shares acquired by the NEOs upon vesting of RSUs and upon the exercise of stock options during the 2024 fiscal year.

  75. Option Exercises and Stock Vested

    | Name | Option Exercises | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2) ($) | | Albert G. White III | 114,992 | 7,670,227 | — | — | | Brian G. Andrews | 24,788 | 1,685,366 | 2,892 | 270,091 | | Daniel G. McBride | 114,992 | 7,090,095 | 4,168 | 389,260 | | Holly R. Sheffield | — | — | 3,944 | 368,340 | | Gerard H. Warner III | — | — | 10,952 | 1,022,835 |

  76. Option Exercises and Stock Vested

    (1) The value realized on exercised is calculated as the difference between the closing market price of our common stock on the exercise date and the applicable exercise price of the options, multiplied by the number of exercised shares. (2) The value realized on vesting is calculated by multiplying the number of shares vesting by the closing market price of our common stock on the vesting date.

  77. Pension Benefits

    Pension Benefits Credited service and value of the accumulated benefits payable to our NEOs as of October 31, 2024 under our Retirement Income Plan (the “RIP”) at the RIP’s normal retirement age of 65 are as follows:

  78. Pension Benefits

    | 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 | 17.50 | 392,170 | — | | Brian G. Andrews | Retirement Income Plan | 17.50 | 226,664 | — | | Daniel G. McBride | Retirement Income Plan | 18.67 | 536,316 | — | | Holly R. Sheffield | Retirement Income Plan | 5.33 | 137,984 | — | | Gerard H. Warner III | Retirement Income Plan | 11.42 | 347,367 | — |

  79. Pension Benefits

    (1)Present value is calculated as of the October 31, 2024 measurement date and is based on a 5.32% discount rate and the Pri-2012 mortality rates with projection scale MP-2021.

  80. Pension Benefits

    | CooperCompanies 2025 Proxy Statement | 51 |

  81. Pension Benefits

    Narrative to Pension Benefits Table The RIP was adopted in December 1983. The majority of the Company’s U.S. employees who worked 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, currently 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:

  82. Pension Benefits

    | Officer | Estimated Annual Benefits Payable ($) | | Albert G. White III | 96,441 | | Brian G. Andrews | 127,857 | | Daniel G. McBride | 79,459 | | Holly R. Sheffield | 65,205 | | Gerard H. Warner III | 59,789 |

  83. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control In this section, we describe and quantify certain compensation that would have been payable under existing compensation plans and arrangements if an NEO’s employment terminated on October 31, 2024. For this hypothetical calculation, we have used each NEO’s compensation and service levels as of that date (and, where applicable, our closing stock price of $104.68 per share on October 31, 2024). The amounts of compensation set forth in the tables below are based on the specific assumptions noted and do not predict the actual compensation that our NEOs would receive. Actual compensation received would be a function of a number of factors that are unknowable at this time, including: the date of the executive’s termination of employment; the executive’s base salary at the time of termination; the executive’s age and service with the Company at the time of termination; and, because many elements of the compensation are performance-based, the future performance of the Company. The value of accumulated benefits payable under the RIP, as shown in the Pension Benefits Table, are not included. The amounts described below are in addition to benefits generally available to salaried employees, such as distributions under our 401(k) plan. The termination provisions included in our NEOs’ employment agreements, described below, serve a variety of purposes, including: providing the benefits of equity incentive plans to the executive and the executive’s family in case of death or disability; defining when the executive may be terminated with cause and receive no further compensation; and clearly defining rights in the event of a termination in other circumstances. The availability, nature and amount of compensation on termination differ depending on whether employment terminates because of: •death or disability; •the Company’s termination of the executive without cause or the executive’s decision to terminate because of action the Company takes or fails to take (the executive's "termination for good reason"); •the Company’s termination of the executive for cause; or •retirement or other voluntary termination by the executive.

  84. Potential Payments Upon Termination or a Change in Control

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  85. Potential Payments Upon Termination or a Change in Control

    Employment Agreements We entered into an employment agreement with each of our NEOs. The following table describes the benefits payable to each NEO under his or her employment agreement assuming a termination date of October 31, 2024. 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. The 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. Under the employment agreements, the following terms have the meanings set forth below: •Cause generally means: (i) the executive's conviction or plea of guilty or nolo contendere to any felony; (ii) the executive’s willful misconduct in performing his or her duties, where such misconduct has had or is reasonably likely to have a material adverse effect upon Company; or (iii) any material breach of the employment agreement or any other executed agreement with the Company, or the Company’s policies; in each case if the executive doesn't cure the condition within 30 days after receiving notice from the Company. •Good Reason generally means: the occurrence of any of the following without the executive’s prior written consent: (i) one or more reductions in his or her combined base salary and IPP target award that result in a total reduction of more than 10%, unless made pursuant to across-the-board reductions of all senior executives’ base salaries and/or bonus targets; (ii) a material diminution of the executive’s duties, authority or responsibilities; or (iii) an involuntary relocation of his or her principal place of employment to a location that increases the executive’s one-way commute from by more than 50 miles; in each case if the Company does not cure the condition within 90 days of receiving notice from the executive and the executive resigns within 90 days thereafter. •Change in Control generally means: the occurrence of any of the following events: (i) the acquisition of 50% or more of the combined voting power of Company's voting stock; or (ii) consummation of a reorganization, merger or consolidation, a sale or other disposition of all or substantially all of the assets of Company, or other transaction, unless, in each case, immediately following the transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Company's voting stock immediately prior to the transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from the transaction in substantially the same proportions as their ownership of the Company's voting stock immediately prior to the transaction; and (B) no person beneficially owns, directly or indirectly, 50% or more of the combined voting power of the then outstanding shares of voting stock of the entity resulting from the transaction. •Disability generally means: a physical or mental condition or disability which prevents the executive from performing his or her job responsibilities for more than 6 months in any 12-month period, or for more than 4 consecutive months.

  86. Potential Payments Upon Termination or a Change in Control

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  87. Potential Payments Upon Termination or a Change in Control

    Quantification of Potential Payments The estimated compensation that each of our NEOs could receive under each of these termination circumstances is described in the following table and quantified below.

  88. Potential Payments Upon Termination or a Change in Control

    | Termination Without Cause or Resignation for Good Reason | •Cash severance payment equal to 12 months of base salary (or 24 months in the case of Messrs. White and McBride) paid in continuing installments on our standard 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 (1) | •Cash severance payment equal to 36 months of base salary (paid in continuing installments on our standard 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 | | 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 plan year prior to executive’s termination date •Outstanding time-vested equity awards and PSUs 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 •Payment of term life insurance provided to all employees at 2 times base salary, up to a maximum of $800,000 | | Retirement, Expiration of Employment Agreement, or Termination for Cause | •No cash severance •No cash bonus under our IPP •No reimbursement of monthly COBRA premiums •No accelerated equity vesting •One year to exercise any outstanding and exercisable stock options, including accelerated options |

  89. Potential Payments Upon Termination or a Change in Control

    (1)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). (2)Payable to NEO or their estate, as appropriate. Termination Without Cause or Resignation for Good Reason

  90. Potential Payments Upon Termination or a Change in Control

    | | Cash Payment ($) | Accelerated Vesting of Option Awards ($) | Accelerated Vesting of RSU and PSU Awards ($) | Continuation of Benefits ($) | | Albert G. White III | 3,640,000 | 6,015,220 | 15,316,778 | 106,238 | | Brian G. Andrews | 1,787,500 | 931,510 | 1,960,866 | 106,238 | | Daniel G. McBride | 2,100,000 | 1,041,667 | 4,861,339 | 106,238 | | Holly R. Sheffield | 1,718,750 | 885,052 | 1,492,318 | 35,387 | | Gerard H. Warner III | 1,512,500 | 38,905 | 1,395,175 | 3,562 |

  91. Potential Payments Upon Termination or a Change in Control

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  92. Potential Payments Upon Termination or a Change in Control

    Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control

  93. Potential Payments Upon Termination or a Change in Control

    | | Cash Payment ($) | Accelerated Vesting of Option Awards ($) | Accelerated Vesting of RSU and PSU Awards ($) | Continuation of Benefits ($) | | Albert G. White III | 4,760,000 | 7,153,545 | 26,834,927 | 159,357 | | Brian G. Andrews | 2,437,500 | 1,448,141 | 5,638,065 | 159,357 | | Daniel G. McBride | 2,850,000 | 1,041,667 | 8,158,340 | 159,357 | | Holly R. Sheffield | 2,343,750 | 1,144,044 | 5,580,700 | 53,080 | | Gerard H. Warner III | 2,062,500 | 77,823 | 5,504,912 | 5,343 |

  94. Potential Payments Upon Termination or a Change in Control

    Termination on Death or Disability

  95. Potential Payments Upon Termination or a Change in Control

    | | Cash Payment ($) | Accelerated Vesting of Option Awards ($) | Accelerated Vesting of RSU and PSU Awards ($) | Life Insurance Payment ($) | | Albert G. White III | 1,400,000 | 4,716,818 | 6,687,796 | 800,000 | | Brian G. Andrews | 487,500 | 931,510 | 1,960,866 | 800,000 | | Daniel G. McBride | 600,000 | 998,432 | 2,202,467 | 800,000 | | Holly R. Sheffield | 468,750 | 885,052 | 1,492,318 | 800,000 | | Gerard H. Warner III | 412,500 | 38,905 | 1,395,175 | 800,000 |

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  97. Pay Versus Performance

    Pay Versus Performance 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.

  98. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides disclosure for the indicated fiscal years regarding (i) 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”), (ii) the “compensation actually paid” (“CAP”) to our PEO and Other NEOs, (iii) our company performance, and (iv) 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.

  99. 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) ($) | | 2024 | 15,427,631 | 39,832,969 | 3,767,148 | 8,460,906 | 131.30 | 130.04 | 392.3 | 3.69 | | 2023 | 13,490,923 | 22,309,137 | 3,462,463 | 4,997,872 | 97.77 | 99.33 | 294.2 | 3.20 | | 2022 | 11,735,964 | (9,232,263) | 3,122,556 | (1,008,290) | 85.72 | 102.28 | 385.8 | 3.11 | | 2021 | 10,994,906 | 36,205,083 | 2,772,601 | 7,944,570 | 130.69 | 132.08 | 2,944.7 | 3.31 |

  100. 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 Brian G. Andrews, Daniel G. McBride, Holly R. Sheffield, and Gerard H. Warner III.

  101. Pay Versus Performance Table

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  102. Pay Versus Performance Table

    (3)Total compensation reported for our PEO and the average compensation of the Other NEOs for each fiscal year in the 2024 SCT was adjusted in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” as follows:

  103. Pay Versus Performance Table

    | | FY 2024 | | FY 2023 | | FY 2022 | | FY 2021 | | | | CEO ($) | Average for Other NEOs ($) | CEO ($) | Average for Other NEOs ($) | CEO ($) | Average for Other NEOs ($) | CEO ($) | Average for Other NEOs ($) | | SCT Total Compensation | 15,427,631 | 3,767,148 | 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 | (12,480,056) | (2,437,453) | (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 | 15,357,812 | 2,999,501 | 11,289,458 | 2,192,652 | 6,953,597 | 1,503,562 | 18,414,809 | 3,685,523 | | Add/(Deduct): change in year-end FV of prior year awards remaining unvested at FY end | 18,697,796 | 3,627,552 | 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 | 2,910,971 | 565,558 | 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 | (101,721) | (83,389) | (12,647) | (18,474) | — | — | (51,121) | (46,458) | | Add/(Deduct): prior service cost attributed to benefits under the RIP | 20,536 | 21,989 | 20,816 | 21,719 | 34,489 | 32,971 | 33,412 | 30,233 | | Compensation Actually Paid in FY: | 39,832,969 | 8,460,906 | 22,309,137 | 4,997,872 | (9,232,263) | (1,008,290) | 36,205,083 | 7,944,570 |

  104. 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 2024 Annual Report. (4) Reflects cumulative total stockholder return (“TSR") of the Company and of the S&P 500 Healthcare Equipment Index assuming a $100 investment on October 31, 2019 and the reinvestment of all dividends. (5) This column presents the Company's consolidated net income as reported in our Annual Report on Form 10-K for each covered year.

  105. Pay Versus Performance Table

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  106. Pay Versus Performance Table

    (6) Non-GAAP EPS as reported in our year-end earnings disclosures. Amounts for 2023 and 2022 have been adjusted for the 4-for-1 stock split that occurred in February 2024.

  107. CEO Pay Ratio

    CEO Pay Ratio 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 2024, 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, 2022. 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 2024 was $39,159. •The annual total compensation of our Chief Executive Officer for fiscal 2024 was $15,427,631 (as described above in the Summary Compensation Table). •The ratio of CEO compensation to the annual total compensation of our median employee was 394:1.

  108. CEO Pay Ratio

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  109. CEO Pay Ratio

    Election of Directors Our Bylaws require that we have a minimum of six and maximum of eleven directors serving on the Board. All directors are elected annually by a majority of votes cast. The Board sets the size of the board annually prior to each annual meeting of stockholders and has fixed the number of directors to be elected at the Annual Meeting at seven.