DEF 14A of Cooper Companies, Inc., Feb 24, 2026

DEF 14A of Cooper Companies, Inc.

Filed Feb 24, 2026 · FY20250001628280-26-011110

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 | | Colleen E. Jay (Chairman) | 2016 | 63 | | | | | | | | | | | | | | Barbara A. Carbone | 2025 | 67 | | | | | | | | | | | | | | Lawrence E. Kurzius | 2023 | 68 | | | | | | | | | | | | | | Cynthia L. Lucchese | 2022 | 65 | | | | | | | | | | | | | | Teresa S. Madden | 2020 | 70 | | | | | | | | | | | | | | Maria Rivas, M.D. | 2021 | 62 | | | | | | | | | | | | | | Walter M Rosebrough, Jr. | 2026 | 71 | | | | | | | | | | | | | | Robert S. Weiss | 1996 | 79 | | | | | | | | | | | | | | Albert G. White III (CEO) | 2018 | 56 | | | | |

  3. Director Nominees for Consideration at the Annual Meeting

    – Committee Chair – Committee Member

  4. 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. 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.

  5. Director Nominees for Consideration at the 2026 Annual Meeting

    Director Nominees for Consideration at the 2026 Annual Meeting

  6. Director Nominees for Consideration at the 2026 Annual Meeting

    | | | | Committee Memberships | | | | Financial Expert, on AC | Other Public Boards | Demographics | | | Current Directors | Since | Age | AC | CGNC | OCC | Independent | | | Gender | Race / Ethnicity | | Colleen E. Jay (Chairman) | 2016 | 63 | | | | | | 2 | F | White | | | | | | | | | | | | | | Barbara A. Carbone | 2025 | 67 | | | | | | 2 | F | White | | | | | | | | | | | | | | Lawrence E. Kurzius | 2023 | 68 | | | | | | 2 | M | White | | | | | | | | | | | | | | Cynthia L. Lucchese | 2022 | 65 | | | | | | – | F | White | | | | | | | | | | | | | | Teresa S. Madden | 2020 | 70 | | | | | | 1 | F | White | | | | | | | | | | | | | | Maria Rivas, M.D. | 2021 | 62 | | | | | | – | F | Hispanic | | | | | | | | | | | | | | Walter M Rosebrough, Jr. | 2026 | 71 | | | | | | 1 | M | White | | | | | | | | | | | | | | Robert S. Weiss | 1996 | 79 | | | | | | – | M | White | | | | | | | | | | | | | | Albert G. White III (CEO) | 2018 | 56 | | | | | | 1 | M | White |

  7. Director Nominees for Consideration at the 2026 Annual Meeting

    – Committee Chair – Committee Member

  8. Director Nominee Strengths

    Director Nominee Strengths

  9. Director Nominee Strengths

    | | Executive Leadership Experience 100% 9 of 9 Directors | | Public Company Board Experience 100% 9 of 9 Directors | | Finance & Accounting / Risk Management 100% 9 of 9 Directors | | Investments / Strategic Planning / M&A 100% 9 of 9 Directors | | | Global Business Experience 100% 9 of 9 Directors | | Healthcare Industry 78% 7 of 9 Directors | | Government / Regulatory 89% 8 of 9 Directors | | Manufacturing / Distribution / Supply Chain 89% 8 of 9 Directors |

  10. Director Nominee Strengths

    | 16 | CooperCompanies 2026 Proxy Statement |

  11. Director Nominee Strengths

    | | Ms. Carbone is a seasoned audit leader with nearly 40 years of experience advising global companies across the medical device, manufacturing, and technology sectors, bringing strong financial oversight and deep familiarity with CooperCompanies from more than two decades supporting its audit in various roles. Ms. Carbone served as an Audit Partner at KPMG LLP until her retirement in 2019. She served on the KPMG Partnership Audit Committee for six years, including three years as the chairperson, and as the National Partner in Charge of Human Resources for the Audit Practice. In this role, Ms. Carbone co-led the strategic centralization of HR and its practices and policies firmwide, including the design and implementation of global performance management processes, compensation strategy, and succession planning. Ms. Carbone serves as a member of the board of directors, chair of the audit & finance committee, and member of the compensation committee of Limoneira Company (NASDAQ: LMNR). She also serves on the board of directors and is chair of the audit committee of Bob’s Discount Furniture (NYSE: BOBS). Ms. Carbone served as board chair, audit committee chair and member of the compensation and workforce committee at TrueCar, Inc. (NASDAQ: TRUE) from August 2020 until its sale in 2026. She also served on the board of directors, as a member of the audit committee, and as chair of both the compensation committee and nominating & corporate governance committee of DZS, Inc. (NASDAQ: DZSI) from 2021 through 2025. From 1998 through 2019, she served as a member of the board of directors and chair of the audit committee of the Women’s Business Enterprise National Council, and from 2008 through 2023, she served on the board of trustees of the Exploratorium, a museum of science, technology, and arts in San Francisco. She holds a B.S. in Business Administration (Accountancy) from California State University at Sacramento. Ms. Carbone was recommended for nomination to the Board by the CGNC. | | Barbara A. Carbone | | | Age: 67 | | | Director since 2025 | | | Independent Director | | | Committees: •Audit | |

  12. Director Nominee Strengths

    | CooperCompanies 2026 Proxy Statement | 17 |

  13. Director Nominee Strengths

    | | Ms. Jay is a distinguished global Fortune 50 leader with nearly 35 years of experience running multinational, multibillion-dollar businesses, bringing deep expertise in innovation, brand building, organizational leadership, strategic alternatives, and transformational growth. As Chairman of the Board, she adds extensive board and committee leadership and a strong understanding of CooperCompanies’ business, backed by a proven executive track record of driving strategy, operational excellence, and sustained value creation. Ms. Jay served as a Global Division President for Procter and Gamble (P&G) (NYSE:PG) until her retirement in October 2017, after 32 years with the multi-national consumer goods company leading large global ($8-$15 billion) businesses and organizations. Her most recent operational role was President of the Global Beauty Specialty Business, where beginning in 2015 she led the Wella Professional Salon, Cosmetics, Retail Hair Color, and Fragrance businesses and oversaw their successful divestiture. From 2012 to 2015, she led P&G’s multi-billion-dollar Global Retail Hair Care and Color division, including the billion-dollar Pantene and Head & Shoulders brands, and from 2010 to 2012 she served as President of the Global Female Beauty division. She also served as VP & General Manager, Greater China from 2006 to 2009. She worked in various positions with P&G since 1985 and has resided in/led operational units in the United States, Canada, China, and Europe. Ms. Jay serves on the board of Treasury Wine Estates (ASX: TWE), a publicly traded company making and selling wine for the global market. She also serves on the board of Beyond Meat, Inc. (NASDAQ: BYND) and is Chair of the Human Capital and Compensation Committee and a member of the Risk Committee. Ms. Jay holds an Honours Bachelor of Business Administration from Wilfrid Laurier University, graduating with high distinction. | | Colleen E. Jay | | | Age: 63 | | | Director since 2016 | | | Independent Director Chairman of the Board | | | Committees: •Organization & Compensation (Chair) | |

  14. Director Nominee Strengths

    | 18 | CooperCompanies 2026 Proxy Statement |

  15. Director Nominee Strengths

    | | Mr. Kurzius is a highly respected global business leader who brings extensive public company leadership, including as CEO, and experience in long-range strategic planning, consumer marketing, human capital management, and enterprise risk management, and has demonstrated a strong record of driving performance and sustained growth throughout his career leading multinational organizations. 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. While he was CEO, the company more than doubled its market value. He previously held roles of increasing responsibility at McCormick, including President and Chief Operating Officer from 2015 to 2016, President of McCormick’s global consumer business from 2013 to 2016, Chief Administrative Officer from 2013 to 2015, President of the international business from 2008 to 2013, and President of EMEA from 2007 to 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 Ben’s Original (formerly Uncle Ben’s). Mr. Kurzius currently serves as the Chairman of the Board of Elanco Animal Health Inc. (NYSE: ELAN) since 2024; he has served as a member of its board as well as on its corporate governance committee, audit committee and as chair of its compensation and human capital committee since 2018. He also serves on the board of Lamb Weston (NYSE: LW), as well as on its compensation and human capital committee and nominating and corporate governance committee, since July 2025. Mr. Kurzius previously served as a member of the board of McCormick until 2025, as the Executive Chairman from 2023 to 2024 and as the Chairman from 2017 to 2023. Mr. Kurzius holds an A.B. in economics from Princeton University, graduating magna cum laude. | | Lawrence E. Kurzius | | | Age: 68 | | | Director since 2023 | | | Independent Director | | | Committees: •Corporate Governance & Nominating •Organization & Compensation | |

  16. Director Nominee Strengths

    | CooperCompanies 2026 Proxy Statement | 19 |

  17. Director Nominee Strengths

    | | Ms. Lucchese brings over 30 years of senior corporate leadership, including nearly 20 years as a CFO, with deep expertise in strategy, M&A, international business, finance, and accounting, complemented by extensive board and governance experience across numerous healthcare and medical device companies. Ms. Lucchese served as Chief Strategy Officer for Penske Entertainment Corp from 2020 until her retirement in 2023. From 2014 to 2020, she was Chief Administrative Officer and Chief Financial Officer where she worked on the sale of Hulman and Company to Roger Penske. Previously, she served as SVP and Chief Financial Officer of Hillenbrand (NYSE: HI) from 2008 to 2014. Prior, Ms. Lucchese was SVP and Chief Financial Officer of Thoratec from 2005 to 2007. She also held various senior financial roles at Guidant Corporation (NYSE: GDT) from 1994 to 2005. Ms. Lucchese is a member of the board of BVI Medical, a private global ophthalmic device company, and serves as chair of the audit committee. She is a member of the board of Microtransponder, a private medical device company focused on chronic stroke recovery and serves as chair of the audit committee. Ms. Lucchese previously served on the board of Inari Medical, a company focused on the treatment of venous thromboembolism and other venous diseases, from 2019 until its acquisition by Stryker in 2025, where she chaired the nominating & corporate governance committee and the audit committee. She also served on the board of Relievant Medsystems, Inc., a private medical device company, from 2022 until its sale to Boston Scientific in 2023, where she was chair of the audit committee. Ms. Lucchese also served on the board of Hanger, Inc., a provider of orthotic and prosthetic care services and products, until its acquisition in 2022 by Patient Square Capital, where she served on the audit and compensation committees, and on the board of Intersect ENT from 2014 until its acquisition by Medtronic, Inc. in 2022, where she served as chair of the audit committee and a member of the nominating & corporate governance committee. Ms. Lucchese served on the Board of Trustees for Indiana University from 2021 to 2025, as vice chair of the board and chair of the finance and audit committee. Ms. Lucchese holds a B.S. in Accounting and MBA from the Indiana University Kelley School of Business. | | Cynthia L. Lucchese | | | Age: 65 | | | Director since 2022 | | | Independent Director | | | Committees: •Corporate Governance & Nominating (Chair) •Organization & Compensation | |

  18. Director Nominee Strengths

    | 20 | CooperCompanies 2026 Proxy Statement |

  19. Director Nominee Strengths

    | | Ms. Madden is an accomplished financial executive and active CPA with more than three decades of public company experience, having led all finance functions as CFO of a Fortune 300 company and through additional financial oversight through her service on public company audit committees. Ms. Madden served as EVP and Chief Financial Officer of Xcel Energy, Inc. (NASDAQ: XEL) from 2011 to until her retirement in 2016 with responsibility for all financial functions, including controllership, treasury, tax, risk management, internal audit, budgeting and forecasting, investor relations, regulatory revenue requirements, and corporate development. At Xcel, Ms. Madden was directly responsible for managing an annual capital investment spend in excess of $3 billion and external financing requirements ranging from $1-$2 billion. From 2004 to 2011, she served as VP, Controller & Principal Accounting Officer, and from 2003 to 2004 as VP of Finance for Customer & Field Operations. Prior to these roles, she served as Corporate Controller & Interim Chief Financial Officer at Rogue Wave Software from 2000 to 2003, Corporate Controller & Principal Accounting Officer at New Century Energies from 1997 to 2000 and held progressively senior financial positions at Public Service Company of Colorado from 1979 to 1997. 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. She holds a B.S. in Accounting from Colorado State University and an MBA from Regis University and maintains an active Colorado CPA license. | | Teresa S. Madden | | | Age: 70 | | | Director since 2020 | | | Independent Director | | | Committees: •Audit (Chair) | |

  20. Director Nominee Strengths

    | CooperCompanies 2026 Proxy Statement | 21 |

  21. Director Nominee Strengths

    | | Dr. Rivas is a highly accomplished physician executive and public-company board director with more than 25 years of global experience advancing medical devices and pharmaceutical products, offering a clinically grounded, data-driven perspective on innovation, regulatory strategy, and long-term growth. From 2022 to 2025, Dr. Rivas served as Global Chief Medical Officer and Head of Evidence Generation for Pfizer, Inc. (NYSE: PFE), where she managed global operations of several thousand data scientists, healthcare experts, and field staff, oversaw the launch of multiple medical products, and led a digital transformation to optimize product launches and market growth and improve research capabilities. Prior to her role at Pfizer, she served as Chief Medical Officer and SVP for the healthcare business of Merck KGaA (which operates as EMD Serono in the US and Canada) from 2019 to 2022, where she led the Global Pharmacovigilance, Medical Affairs and Evidence and Value Development (HEOR) teams in over 90 countries. Prior to that, Dr. Rivas served as SVP of Global Medical Affairs at Merck & Co (also dba MSD), as VP of Global Medical Affairs at AbbVie (NYSE: ABBV), as VP 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 served as a director for Medidata (NASDAQ: MDSO), a public, mid-cap health technology company, until its merger with Dassault Systèmes, and served as a member of the audit and compensation committees. Dr. Rivas holds a B.A. in Biochemistry from Brandeis University and an M.D. from Columbia University’s Vagelos College of Physicians and Surgeons. She completed a residency in internal medicine and a fellowship in endocrinology at New York Presbyterian Hospital and is board certified in endocrinology, diabetes, and metabolism. | | Maria Rivas, M.D. | | | Age: 62 | | | Director since 2021 | | | Independent Director | | | Committees: •Audit •Corporate Governance & Nominating | |

  22. Director Nominee Strengths

    | 22 | CooperCompanies 2026 Proxy Statement |

  23. Director Nominee Strengths

    | | Mr. Rosebrough brings experience driving significant growth and shareholder returns during his 40+ years in the healthcare industry, including 25 years as CEO in medical devices, having led organizations from startups to multi‑billion‑dollar global enterprises and functions across product development, M&A, marketing, manufacturing, and finance. Mr. Rosebrough currently serves as CEO Emeritus and Senior Advisor of STERIS plc (NYSE: STE), a global medical device business focused on infection prevention products and services. During his tenure as CEO of STERIS from 2007 to 2021, STERIS’s shareholders received an 18% annualized return compared with 10% for the S&P 500, and the company’s market capitalization increased from $2 billion to $20 billion. His career also includes nearly two decades at Hill-Rom (purchased by Baxter (NYSE: BAX), a global leader in patient support systems, therapeutic products, and workflow information technology where he held senior executive positions, including President and CEO of Support Systems International and President and CEO of Hill-Rom. Mr. Rosebrough has served on several healthcare industry boards, including the Association for the Advancement of Medical Instrumentation (AAMI), where he currently serves as chair; the Advanced Medical Technology Association (AdvaMed), where he was a member of the executive committee and chair of the compensation and finance committees; and the Medical Device Manufacturers Association. Mr. Rosebrough currently serves as independent chair of the board of Varex Imaging (NASDAQ: VREX), and independent member of the board of Precipart, a private company. Mr. Rosebrough holds an MBA from Stanford University, and a BIE from Kettering University. Pursuant to a letter agreement, dated December 22, 2025, between the Company and Browning West, LP, Mr. Rosebrough was appointed to the Board and the Company included Mr. Rosebrough as a nominee for election at the Annual Meeting. | | Walter M Rosebrough, Jr. | | | Age: 71 | | | Director since 2026 | | | Independent Director | | | Committees: •Corporate Governance & Nominating | |

  24. Director Nominee Strengths

    | CooperCompanies 2026 Proxy Statement | 23 |

  25. Director Nominee Strengths

    | | Mr. Weiss is an accomplished public‑company leader with more than five decades of strategic, financial, and operational experience in medical devices and healthcare, offering deep expertise in the global contact lens and women’s health markets and a track-record of delivering long-term shareholder value throughout his tenure with CooperCompanies. Mr. Weiss served as President from 2008 and Chief Executive Officer of CooperCompanies from 2007 until his retirement in 2018, following his role as President of CooperVision from 2007 to 2008. He previously served as our Chief Operating Officer from 2005 to 2007 and as EVP from 1995 to 2007. Earlier, he served as our Chief Financial Officer from 1989 to 2005 and Treasurer from 1989 to 2002. While CEO, Mr. Weiss led CooperVision into the daily disposable and silicone hydrogel lens business and helped grow its market share from 15% to more than 22%. He also played a pivotal role in the growth of CooperSurgical, contributing to its emergence as a leader in IVF and women’s health. During his time as CEO, CooperCompanies achieved a 17% total shareholder return. Mr. Weiss served as a director of Accuray Incorporated (NASDAQ: ARAY), a company that develops, manufactures, and sells precise, innovative tumor treatment solutions. He served on its nominating and governance committee and on its audit committee until 2019. He also served as a member of the Board of Trustees of the University of Scranton in Pennsylvania until 2021, including service on its finance, advancement, and audit committees. Mr. Weiss holds a B.S. in Accounting from the University of Scranton. | | Robert S. Weiss | | | Age: 79 | | | Director since 1996 | | | Independent Director | |

  26. Director Nominee Strengths

    | 24 | CooperCompanies 2026 Proxy Statement |

  27. Director Nominee Strengths

    | | Mr. White has served as President & Chief Executive Officer and as a member of our Board of Directors since May 2018. Under his leadership, CooperCompanies has developed into a unified, synergistic operating company and global medical device leader – driving strong revenue and profit growth through organizational evolution while elevating CooperVision to the world’s #1 contact lens company by wearers and CooperSurgical to the global leader in fertility devices and a U.S. leader in high‑risk labor and delivery safety. Prior to his appointment as CEO, Mr. White served in various leadership roles across CooperCompanies, developing an intimate understanding of the business and its markets. He served as Chief Financial Officer from November 2016 to May 2018 and as EVP and Chief Strategy Officer beginning in 2015 and 2011, respectively. From August 2015 to May 2018, he also led the Company’s women’s healthcare business and served as CEO of Cooper Medical Inc., the parent company of CooperSurgical. Earlier in his tenure at CooperCompanies, he held the roles of VP, Investor Relations (2007–2013) and VP and Treasurer (2006–2012). Before joining CooperCompanies, Mr. White spent three years as a Director at KeyBanc Capital Markets and held numerous positions of increasing responsibility within KeyBank National Association over the prior eight years. Mr. White also serves as a member of the Board of Directors of Evolus, Inc. (NASDAQ: EOLS), a performance beauty company building an aesthetic portfolio of consumer brands. He is Chair of the Compensation Committee and a member of the Audit Committee. Mr. White holds a B.S. in Finance and an MBA, both from Virginia Tech. | | Albert G. White III | | | Age: 56 | | | Director since 2018 | | | President & Chief Executive Officer | |

  28. Director Nominee Strengths

    | CooperCompanies 2026 Proxy Statement | 25 |

  29. Compensation of Directors

    Compensation of Directors Directors of publicly traded companies 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, the OCC's 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.

  30. Components of Director Compensation

    Components of Director Compensation Cash Compensation In fiscal 2025, our non-employee directors received annual retainers for their service in amounts set forth in the table below. Additional annual retainers, in recognition of additional responsibility, are paid to the Chairman of the Board, the independent Lead Director (if any), and the Chair of each committee of the Board.

  31. Components of Director Compensation

    | Annual Retainer: | | | Chairman of the Board | $190,000 | | Lead Director | $91,500 | | All Other Non-Employee Directors | $65,000 | | Additional Annual Retainer for Service as a Committee Chair: | | | Audit Committee | $25,000 | | Organization & Compensation Committee | $20,000 | | Corporate Governance & Nominating Committee | $15,000 |

  32. 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 (if any) 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.

  33. Components of Director Compensation

    | 26 | CooperCompanies 2026 Proxy Statement |

  34. 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 2025 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.

  35. Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Colleen E. Jay (Chairman) | 85,000 | 269,979 | 354,979 | | Barbara A. Carbone(4) | 32,500 | 247,477 | 279,977 | | William A. Kozy(5) | 39,375 | — | 39,375 | | Lawrence E. Kurzius | 65,000 | 269,979 | 334,979 | | Cynthia L. Lucchese | 78,750 | 269,979 | 348,729 | | Teresa S. Madden | 90,000 | 269,979 | 359,979 | | Maria Rivas, M.D. | 65,000 | 269,979 | 334,979 | | Walter M Rosebrough, Jr.(6) | — | — | — | | Robert S. Weiss | 190,000 | 296,961 | 486,961 |

  36. 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, 2025, as follows: - Mr. Weiss, who at the time served as Chairman of the Board, was granted 3,654 RSUs. - Mses. Jay, Lucchese, and Madden, Mr. Kurzius, and Dr. Rivas were each granted 3,322 RSUs. The amount reported for Ms. Carbone represents the grant date fair value of 3,050 RSUs she received upon joining the Board on May 1, 2025. 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 2025 Annual Report. (3) As of October 31, 2025, each non-employee director held the following RSUs and options:

  37. Director Compensation Table

    | Name | Number of RSUs Outstanding (#) | Shares Underlying Outstanding Stock Options (#) | | Colleen E. Jay | 3,322 | 7,064 | | Barbara A. Carbone | 3,050 | — | | William A. Kozy | — | 7,064 | | Lawrence E. Kurzius | 3,322 | — | | Cynthia L. Lucchese | 3,322 | — | | Teresa S. Madden | 3,322 | — | | Maria Rivas, M.D. | 3,322 | — | | Walter M Rosebrough, Jr. | — | — | | Robert S. Weiss | 3,654 | — |

  38. Director Compensation Table

    (4)Payment to Ms. Carbone represents a pro rata annual retainer for service as a director from May 1, 2025, the date she joined the Board.

  39. Director Compensation Table

    | CooperCompanies 2026 Proxy Statement | 27 |

  40. Director Compensation Table

    (5) Payment to Mr. Kozy represents a pro rata annual retainer for service as a director through March 2025. Mr. Kozy retired as a director effective on the date of the 2025 Annual Meeting and, accordingly, was not granted RSUs under the 2020 Directors Plan. Mr. Kozy's outstanding options will remain exercisable by their terms for three years from his resignation as a director. (6) Mr. Rosebrough joined the Board on January 3, 2026 and did not serve as a director or receive compensation during fiscal year 2025.

  41. Executive Summary

    •Operating margin of 17% compared with 18% in fiscal 2024. Non-GAAP operating margin was 26% compared with 25% in fiscal 2024. •Cash provided by operations of $796.1 million offset by capital expenditures of $362.4 million resulted in free cash flow of $433.7 million. •For fiscal year 2025, the Company repurchased $290.1 million of common stock, approximately 4.1 million shares, at an average price of $69.30. •In September 2025, the Board expanded the share repurchase program by $1 billion, bringing the total authorization to $2 billion. At the end of the fourth quarter, nearly $1 billion remained available for additional repurchases. •During the fourth quarter of fiscal 2025, the Company completed significant reorganization and integration activity. These efforts began in early third quarter 2025 and advanced quickly with a clear focus on improving operational efficiency and reducing back-office costs. By leveraging prior IT investments and AI capabilities, key support functions were integrated unlocking meaningful productivity gains. At the same time, acquisition-related integration work was completed strengthening our platform for scalable growth. In total, this activity resulted in approximately $89 million in cash and non-cash charges, and we expect annual pre-tax savings of approximately $50 million beginning in fiscal 2026. (1) For a reconciliation between GAAP and non-GAAP measures, see Reconciliation of Selected GAAP Results to Non-GAAP Results. Overall, we are proud of our successes during the 2025 fiscal year and our momentum entering fiscal 2026. The OCC took these efforts, and the resulting achievements, into consideration in its executive compensation decisions for fiscal 2025. Fiscal 2025 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 and other goals and positive stockholder outcomes. In fiscal 2025, approximately 93% of Mr. White’s target total direct compensation and 83% of target total direct compensation for our other NEOs (on average) was performance-based, tied to financial and other performance metrics and stockholder return outcomes. •Our NEOs were eligible to earn cash annual incentives under our 2025 Incentive Payment Plan (“2025 IPP”) based on our level of achievement of financial results (weighted 85%) and non-financial goals (weighted 15%). For Mr. White, Mr. Andrews and Mr. McBride, financial goals were tied to total company revenue, non-GAAP EPS and free cash flow targets. For Ms. Sheffield and Mr. Warner, financial goals were tied to revenue and non-GAAP operating income of CooperSurgical and CooperVision, respectively, and included a component tied to total company performance. For the 2025 IPP, the OCC added free cash flow as a metric for corporate executives given its increasing importance as a measure of our performance internally and with investors. Payouts to our NEOs under the 2025 IPP were between 90% and 101% of target. •Fiscal 2025 long-term incentives delivered in a mix of time-vesting stock options and performance-based stock units for Mr. White and a mix of time-vesting RSUs, time-vesting stock options, and performance-based stock units for other NEOs. The combination of long-term incentive vehicles, including an emphasis on time-based stock options and performance-based restricted stock units granted to Mr. White, reflects a focus on long-term, performance-based compensation consistent with our overarching pay-for-performance philosophy. •Performance-based stock units tied to our fiscal year 2023 through fiscal 2025 performance were earned at 200% of target. This reflects achievement of 11.1% non-GAAP constant currency EPS growth, exceeding our maximum level of achievement approved by the OCC in December 2023 of 11%. Fiscal 2026 Compensation Preview Our OCC reviews the executive compensation structure annually, incorporating input from the Committee’s independent compensation consultant accounting for broad market trends, practices among companies in our approved compensation peer group, input from our stockholders (including through our annual say-on-pay voting), and our own compensation philosophy and objectives. The OCC’s review included several meetings in July, October and December 2025 to review market data, initial findings and considerations, and approve changes to our programs and practices.

  42. Executive Summary

    In connection with this review, the OCC made additional changes and enhancements to our executive compensation program for fiscal 2026, including adding a total shareholder return component to the performance awards, as described below. Long-Term Incentive Delivery The OCC approved the addition of performance-based stock units tied to relative total shareholder return (“TSR”) as a component of our executive compensation program. Beginning with fiscal 2026, long-term incentive awards, executive equity will be delivered in the following mix: •50% in time-vesting stock options, or time-vesting RSUs, or an equally weighted mix of both options and RSUs, at the election of the executive; •25% in performance-based stock units tied to our three-year annualized growth rate of adjusted constant currency EPS; and •25% in performance-based stock units tied to our three-year relative TSR, measured against the companies included in the S&P Healthcare Equipment Index. The OCC believes the addition of a long-term relative metric to our plan further aligns the interests of our executives with those of our stockholders and strengthens the pay-for-performance rigor of our executive compensation program. 2026 Incentive Plan Design For fiscal 2026, the same corporate financial objectives will apply to all NEOs under the 2026 Incentive Payment Plan. The OCC believes that this transition from segment to corporate goals for Ms. Sheffield and Mr. Warner is aligned with their broad leadership mandate and our continued emphasis on whole company initiatives. Fiscal 2026 NEO Compensation Taking into consideration market data provided by the Committee’s independent consultant, the OCC determined to maintain compensation levels for our NEOs in fiscal 2026 at the same target levels applicable to each executive in fiscal 2025. Compensation Philosophy and Objectives Our executive compensation program is designed to provide market-competitive target total direct compensation opportunities for our NEOs based on a “pay for performance” philosophy and to align our NEOs’ interests with those of our stockholders by emphasizing certain principles: •Aligning compensation with performance by connecting executive compensation to financial measures that correlate strongly with stockholder returns; •Balancing short-term financial results with long-term strategic objectives; •Rewarding achievement of challenging corporate objectives, without encouraging inappropriate risk-taking; •Providing competitive pay packages aligned to market compensation practices; and •Maintaining sufficient flexibility to allow recognition of significant individual achievements by our NEOs. The OCC believes that each element of executive compensation and the total compensation provided to each of our NEOs is reasonable, competitive and appropriate. The OCC believes that our executive compensation program provides an appropriate mix of elements that will allow us to continue to attract, retain and motivate a top-performing management team, without encouraging excessive or inappropriate risk-taking by our NEOs and that our compensation arrangements create incentives that drive our continued strong financial performance. The compensation payable to our NEOs depends primarily on our financial performance and returns to our stockholders. This strategy has supported strong financial and operational results, and we have maintained steady growth and returns for our stockholders over the past decade. We consider our executive compensation program design to be integral to our success and believe the performance measures selected for use in our incentive compensation plans serve as significant drivers of our continued success.

  43. Executive Summary

    | Base Salary | We offer base salaries that are intended to provide a level of stable fixed compensation to our NEOs for performance of day-to-day services. Base salaries for our NEOs 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 NEOs the opportunity to earn annual cash bonuses on 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 NEOs 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. |

  44. Executive Summary

    | | Base Salary | | Base Salary | | | Cash Bonus | | Cash Bonus | | | Time-Based RSUs/Stock Options | | Time-Based RSUs/Stock Options | | | Performance Awards | | Performance Awards |

  45. Discussion of Our Executive Compensation Program

    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 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 2025, the OCC retained Compensia to provide information and analysis on the compensation of our NEOs. 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 NEOs and members of the OCC and Compensia and 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 do 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 2025, 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 $1.8 billion and $7.4 billion in the previous fiscal year (about 0.5x to 2.0x our own revenue) and market capitalization between about $5.6 billion and $56.4 billion (about 0.3x to 3.0x our 30-trading day average market capitalization).

  46. Discussion of Our Executive Compensation Program

    Our compensation peer group for fiscal 2025 was the same as the peer group for fiscal 2024 and was comprised of the following companies:

  47. Compensation Decisions for Fiscal Year 2025

    (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 earned during the fiscal year. Annual Cash Incentives – 2025 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: •85% of the target is tied to quantitative, pre-established financial performance metrics; and •15% 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 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:

  48. Compensation Decisions for Fiscal Year 2025

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

  49. Compensation Decisions for Fiscal Year 2025

    | NEO | Target Participation Level | | Financial Metrics | | Non-Financial Goals | | Award Payout | | | | | Target Bonus ($)(2) | (% of Base Salary) | Weighted Achievement (3) | Goal Weighting | Weighted Achievement (3) | Goal Weighting | ($) | (% of Target) | (% of Actual Base Salary) | | A. White(1) | $1,512,340 | 130% | 101.1% | 85% | 100% | 15% | $1,525,951 | 100.9% | 130.4% | | B. Andrews | $550,377 | 75% | 101.1% | 85% | 100% | 15% | $555,330 | 100.9% | 75.7% | | D. McBride | $633,534 | 80% | 101.1% | 85% | 100% | 15% | $639,236 | 100.9% | 80.7% | | H. Sheffield (1) | $484,470 | 75% | 88.1% | 85% | 100% | 15% | $435,539 | 89.9% | 67.4% | | G. Warner (1) | $475,380 | 75% | 89.9% | 85% | 100% | 15% | $434,497 | 91.4% | 68.6% |

  50. Compensation Decisions for Fiscal Year 2025

    (1) Achievement for each of Ms. Sheffield and Mr. Warner is based on the performance of the bonus plan for CooperSurgical and CooperVision, respectively. (2)Mr. White's target bonus as a percentage of salary increased from 125% to 130% on January 1, 2025. His target bonus and award payout are prorated based on the target bonus percentage in effect during the year. No changes were made to the other NEOs' target bonuses as a percentage of salary. Target bonus is calculated using the bonus eligible salary, which is prorated to reflect any pay changes during the fiscal year. (3)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 2025 IPP for the Company and for each division was as follows: Overall

  51. Compensation Decisions for Fiscal Year 2025

    Long-Term Incentive Compensation For fiscal 2025, 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 2025, stock options were valued at approximately 36.4% 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 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 2025, 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.

  52. Compensation Decisions for Fiscal Year 2025

    | NEO | RSUs/Options | | | PSUs | | | | Target Award (1) ($) | Options Granted (2) (#) | RSUs Granted (3) (#) | Target Award (1) ($) | PSUs Granted (4) (#) | | A. White | 6,643,000 | 184,069 | — | 6,643,000 | 67,046 | | B. Andrews | 1,500,000 | 41,563 | — | 1,500,000 | 15,139 | | D. McBride | 1,650,000 | — | 16,653 | 1,650,000 | 16,653 | | H. Sheffield | 1,250,000 | — | 12,616 | 1,250,000 | 12,616 | | G. Warner | 1,250,000 | — | 12,616 | 1,250,000 | 12,616 |

  53. Compensation Decisions for Fiscal Year 2025

    (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 2025 Annual Report. (2)Options granted in fiscal 2025 vest in equal annual installments on December 10, 2025, December 10, 2026, December 10, 2027 and December 10, 2028. (3)RSUs granted in fiscal 2025 vest in equal annual installments on January 8, 2026, January 8, 2027, January 8, 2028 and January 8, 2029. (4)PSUs granted in fiscal 2025 have a 3-year performance period and will vest if designated targets are met at the end of fiscal 2027. 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 PSU Awards Granted in Fiscal 2023 PSUs granted to the NEOs in fiscal 2023 completed their performance cycle at the end of fiscal 2025. 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 200% level.

  54. Compensation Decisions for Fiscal Year 2025

    | 2023 PSU Award Calculation | | | | | Target Non-GAAP EPS | Actual Non-GAAP EPS (1) | Actual Non-GAAP EPS as a % of Target | Achievement Level | | $2.98 | $4.08 | 137% | 200% |

  55. Achievement under 2023 PSUs

    Achievement under 2023 PSUs (Performance Cycle: November 1, 2023 to October 31, 2025) The OCC exercised its discretion to settle in cash the PSUs granted in fiscal 2023. Therefore, each of the NEOs received a cash payment equivalent to the value of 200% of the target number of shares under their awards as detailed in the table below. Such payments were based on the average closing price of our common stock on the five trading days ended January 30, 2026 and were made on February 6, 2026.

  56. Achievement under 2023 PSUs

    | | Possible Shares | | | Actual Shares | | NEO | Threshold (50% Achievement) | Target (100% Achievement) | Maximum (200% Achievement) | Actual (200% Achievement) | | A. White | 32,046 | 64,092 | 128,184 | 128,184 | | B. Andrews | 6,822 | 13,644 | 27,288 | 27,288 | | D. McBride | 8,338 | 16,676 | 33,352 | 33,352 | | H. Sheffield | 6,366 | 12,732 | 25,464 | 25,464 | | G. Warner | 5,306 | 10,612 | 21,224 | 21,224 |

  57. 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. 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.

  58. 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 2025, we did not grant new awards of stock options to our NEOs during the time period beginning four business days prior to the filing of a periodic or current report with the SEC as 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. In fiscal 2025, the following changes were approved to our Stock Ownership and Retention Policy applicable to our executive officers: •Increased the required level of ownership applicable to our CEO from 5x base salary to 6x base salary •Increased the required level of ownership applicable to C-Level executives and Division Presidents from 2x base salary to 3x base salary (Other Section 16 executives remain at a 2x holding requirement) •Introduced a 5-year time horizon for compliance with stock ownership requirements •Removed the value attributable to unvested, unexercised stock options from the definition of ownership Our CEO must hold 75%, and our other executive officers must hold 50%, of the shares acquired from equity awards, net of taxes and any exercise cost, until the requisite ownership level is met. In addition to shares held directly and indirectly, the potential value of unvested RSUs are credited in consideration of whether ownership requirements have been met. As of October 31, 2025, all of our NEOs were in compliance with the applicable stock ownership guidelines. Compensation Recovery Policy As part of the OCC’s pay for performance philosophy, the OCC has adopted a policy for recovery of incentive-based compensation in the event of misconduct by our NEOs (“Clawback Policy”). The Clawback Policy was amended in October 2023 to comply with the listing standards adopted by Nasdaq regarding compensation recovery, and the full policy is disclosed as an exhibit to our 2025 Annual Report. Under the Clawback Policy, in the event we are required to prepare an accounting restatement due to material non-compliance with any financial reporting requirement under securities laws, the Company will recover Incentive Compensation (as defined under the Clawback Policy) received by current or former executive officers, including our NEOs, in the three fiscal years prior to the triggering event. Incentive Compensation includes compensation that was granted, earned, or vested based wholly, or in part, on attainment of one or more measures derived from our financial statements. The OCC administers the Clawback Policy and has authority to determine the amount of recoverable compensation and manner of recovery. Tax Deductibility of Executive Compensation The OCC considers ways to maintain tax deductibility of the compensation for our executive officers; however, the OCC has the discretion to approve, and it is likely that the Company will pay, compensation which will not be deductible under the Internal Revenue Code.

  59. Summary Compensation Table

    Summary Compensation Table The table below shows compensation earned during fiscal years 2025, 2024, and 2023 to the individuals who served as our NEOs during the the applicable fiscal year.

  60. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards (2) ($) | Option Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value (4) ($) | All Other Compensation(5) ($) | Total Compensation ($) | | Albert G. White III President & Chief Executive Officer | 2025 | 1,170,769 | 6,642,918 | 6,643,050 | 1,525,951 | 52,453 | 16,000 | 16,051,141 | | | 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 | | Brian G. Andrews Executive Vice President, Chief Financial Officer & Treasurer | 2025 | 734,615 | 1,499,972 | 1,500,009 | 555,330 | 31,737 | 16,000 | 4,337,663 | | | 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 | | Daniel G. McBride Executive Vice President, Chief Operating Officer, General Counsel & Secretary | 2025 | 792,308 | 3,299,958 | — | 639,236 | 70,485 | 21,044 | 4,823,031 | | | 2024 | 759,616 | 3,099,769 | — | 721,425 | 120,414 | 63,636 | 4,764,860 | | | 2023 | 745,847 | 2,750,123 | — | 827,592 | 25,932 | 28,624 | 4,378,118 | | Holly R. Sheffield President, CooperSurgical, Inc. | 2025 | 646,154 | 2,499,987 | — | 435,539 | 38,619 | 36,389 | 3,656,687 | | | 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 | | Gerard H. Warner III President, CooperVision, Inc. | 2025 | 634,615 | 2,499,987 | — | 434,497 | 59,690 | 16,039 | 3,644,828 | | | 2024 | 548,718 | 2,000,048 | — | 475,162 | 88,836 | 16,179 | 3,128,943 | | | 2023 | 491,670 | 1,750,078 | — | 469,436 | 27,288 | 41,657 | 2,780,129 |

  61. Summary Compensation Table

    (1)Salary amounts reflect changes in salary and pay cycles, if any, during the fiscal year. For purposes of calculating bonus targets and bonus payouts, only salary applicable to the fiscal year is used.

  62. Summary Compensation Table

    | CooperCompanies 2026 Proxy Statement | 49 |

  63. Summary Compensation Table

    (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 2025 Annual Report. The PSU values as of the grant date, assuming that the highest level of performance is achieved, are:

  64. Summary Compensation Table

    | Albert G. White III | $13,285,835 | | Brian G. Andrews | $2,999,944 | | Daniel G. McBride | $3,299,958 | | Holly R. Sheffield | $2,499,987 | | Gerard H. Warner III | $2,499,987 |

  65. 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)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentives earned under the 2025 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 the Compensation Discussion and Analysis. (4)Change in value of accumulated pension benefits for the 2025 fiscal year was calculated as the difference between the value of accumulated benefits on October 31, 2025 and the value of accumulated benefits on October 31, 2024. Present value of accumulated benefits at October 31, 2025 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, 2024 are based on a 5.32% discount rate and the Pri-2012 mortality rates with projection scale MP-2021. (5)Amounts included in the “All Other Compensation” column for fiscal 2025 for each of the NEOs represent matching contributions under our 401(k) Plan ($4,000) and annual automobile allowance ($12,461). The amount for Mr. McBride also includes $5,044 related to attendance by him and a guest at an annual incentive trip. The amount for Ms. Sheffield also includes $20,389 related to her attendance at annual incentive trip. Totals may not sum due to rounding.

  66. Summary Compensation Table

    | 50 | CooperCompanies 2026 Proxy Statement |

  67. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table This table presents information regarding the possible awards payable under our 2025 IPP and the value of equity awards granted to our NEOs in the 2025 fiscal year. Our equity grant practices and calculation of awards under the 2025 IPP are discussed in more detail in the Compensation Discussion and Analysis.

  68. 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 ($) | Grant Date Fair Value of Stock and Option Awards (5) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Albert G. White III | 12/10/2024 | 756,170 | 1,512,340 | 3,024,679 | | | | | | | | | | 12/10/2024 | | | | 33,523 | 67,046 | 134,092 | | | | 6,642,918 | | | 12/10/2024 | | | | | | | | 184,069 | 99.08 | 6,643,050 | | Brian G. Andrews | 12/10/2024 | 275,188 | 550,377 | 1,100,753 | | | | | | | | | | 12/10/2024 | | | | 7,570 | 15,139 | 30,278 | | | | 1,499,972 | | | 12/10/2024 | | | | | | | | 41,563 | 99.08 | 1,500,009 | | Daniel G. McBride | 12/10/2024 | 316,767 | 633,534 | 1,267,069 | | | | | | | | | | 12/10/2024 | | | | 8,327 | 16,653 | 33,306 | | | | 1,649,979 | | | 12/10/2024 | | | | | | | 16,653 | | | 1,649,979 | | Holly R. Sheffield | 12/10/2024 | 242,235 | 484,470 | 968,940 | | | | | | | | | | 12/10/2024 | | | | 6,308 | 12,616 | 25,232 | | | | 1,249,993 | | | 12/10/2024 | | | | | | | 12,616 | | | 1,249,993 | | Gerard H. Warner III | 12/10/2024 | 237,690 | 475,380 | 950,760 | | | | | | | | | | 12/10/2024 | | | | 6,308 | 12,616 | 25,232 | | | | 1,249,993 | | | 12/10/2024 | | | | | | | 12,616 | | | 1,249,993 |

  69. 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 2025 IPP, which was approved on December 10, 2024. 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 2025 IPP were approved on December 9, 2025 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 10, 2024 under our 2023 Long-Term Incentive Plan. Awards will vest on October 31, 2027, subject to subject to achievement of compounded annual growth in non-GAAP earnings per share over a three-year period, to be measured on a constant currency basis at October 31, 2027. (3)Stock awards reported in this column were granted as RSUs and vest ratably over four years, beginning on January 8, 2026. (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 10, 2024 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 represent the grant date fair value of the awards granted in the 2025 fiscal year calculated at Target level of payout 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 2025 Annual Report.

  70. Grants of Plan Based Awards Table

    | CooperCompanies 2026 Proxy Statement | 51 |

  71. 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 2025 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 Upon Termination or Change in Control.

  72. 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 | 55,016 | 3,846,169(5) | 128,184 | 8,961,343(9) | | | 137,916 | — | 57.52 | 5/1/2028 | | | 73,356 | 5,128,318(10) | | | 362,368 | — | 63.69 | 12/11/2028 | | | 67,046 | 4,687,186(11) | | | 437,252 | — | 76.14 | 12/10/2029 | | | | | | | 202,180 | — | 86.44 | 12/8/2030 | | | | | | | 152,984 | 50,992 | 101.54 | 12/7/2031(2) | | | | | | | 102,452 | 102,452 | 82.46 | 12/13/2032(3) | | | | | | | — | 184,069 | 99.08 | 12/10/2034(4) | | | | | | Brian G. Andrews | 22,660 | — | 57.42 | 12/12/2027 | 10,580 | 739,648(5) | 27,288 | 1,907,704(9) | | | 17,240 | — | 57.52 | 5/1/2028 | | | 14,108 | 986,290(10) | | | 72,472 | — | 63.69 | 12/11/2028 | | | 15,139 | 1,058,367(11) | | | 83,760 | — | 76.14 | 12/10/2029 | | | | | | | 39,248 | — | 86.44 | 12/8/2030 | | | | | | | 30,596 | 10,200 | 101.54 | 12/7/2031(2) | | | | | | | 21,808 | 21,808 | 82.46 | 12/13/2032(3) | | | | | | | — | 41,563 | 99.08 | 12/10/2034(4) | | | | | | Daniel G. McBride | 156,484 | — | 57.42 | 12/12/2027 | 8,336 | 582,770(6) | 33,352 | 2,331,638(9) | | | 131,772 | — | 63.69 | 12/11/2028 | 13,664 | 955,250(5) | 18,220 | 1,273,760(10) | | | 122,656 | — | 76.14 | 12/10/2029 | 16,653 | 1,164,211(7) | 16,653 | 1,164,211(11) | | | 55,896 | — | 86.44 | 12/8/2030 | | | | | | | 41,348 | 13,780 | 101.54 | 12/7/2031(2) | | | | |

  73. Outstanding Equity Awards at Fiscal Year End Table

    | 52 | CooperCompanies 2026 Proxy Statement |

  74. Outstanding Equity Awards at Fiscal Year End Table

    | Name | Option Awards | | | | Stock Awards | | | | | Name | | | | | | | | | | Name | | | | | | | | | | Name | 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 | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (1) ($) | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (1) ($) | | | | Name | Number of Securities Underlying Unexercised Options (Exercisable) (#) | Number of Securities Underlying Unexercised Options (Unexercisable) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested (1) ($) | 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 | 3,184 | 222,593(6) | 25,464 | 1,780,188(9) | | | 49,412 | — | 63.69 | 12/11/2028 | 9,916 | 693,228(5) | 13,224 | 924,490(10) | | | 96,196 | — | 76.14 | 12/10/2029 | 12,616 | 881,985(7) | 12,616 | 881,985(11) | | | 41,624 | — | 86.44 | 12/8/2030 | | | | | | | 31,424 | 10,472 | 101.54 | 12/7/2031(2) | | | | | | | 10,180 | 10,176 | 82.46 | 12/13/2032(3) | | | | | | Gerard H. Warner III | 2,140 | — | 57.42 | 12/12/2027 | 1,540 | 107,661(8) | 21,224 | 1,483,770(9) | | | 26,544 | — | 63.69 | 12/11/2028 | 1,232 | 86,129(8) | 11,756 | 821,862(10) | | | 26,184 | 12,404 | 101.54 | 12/7/2031(2) | 5,304 | 370,803(6) | 12,616 | 881,985(11) | | | | | | | 8,816 | 616,327(5) | | | | | | | | | 12,616 | 881,985(7) | | |

  75. Outstanding Equity Awards at Fiscal Year End Table

    (1)Market value calculated based on a price per share of $69.91, which was the closing price of our common stock on October 31, 2025. (2)Award vests on December 7, 2025. (3)Award vests in equal amounts on December 13, 2025 and December 13, 2026. (4)Award vests in equal amounts on December 10, 2025, December 10, 2026, December 10, 2027 and December 10, 2028. (5)Award vests in equal amounts on January 8, 2026, January 8, 2027 and January 8, 2028. (6)Award vests in equal amounts on January 8, 2026 and January 8, 2027. (7)Award vests in equal amounts on January 8, 2026, January 8, 2027, January 8, 2028 and January 8, 2029. (8)Award vests on January 8, 2026. (9)The 2023 PSU performance period ended on October 31, 2025 but were not earned until December 9, 2025 when the OCC certified the performance results. On December 9, 2025, the OCC certified achievement for these awards at maximum achievement, which is capped at 200% of the target. Awards will be settled in cash. (10)The 2024 PSU performance period ends on October 31, 2026. These awards will be earned as of the day the OCC certifies the performance results through the performance period. Because the awards earned are not currently determinable, the number of units and the corresponding market value are reported at target. (11)The 2025 PSU performance period ends on October 31, 2027. These awards will be earned as of the day the OCC certifies the performance results through the performance period. Because the awards earned are not currently determinable, the number of units and the corresponding market value are reported at target.

  76. Outstanding Equity Awards at Fiscal Year End Table

    | CooperCompanies 2026 Proxy Statement | 53 |

  77. 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 and upon the exercise of stock options during the 2025 fiscal year.

  78. Option Exercises and Stock Vested Table

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Albert G. White III | 102,604 | 9,820,768 | | Brian G. Andrews | 23,270 | 2,216,737 | | Daniel G. McBride | 31,505 | 3,001,048 | | Holly R. Sheffield | 22,209 | 2,121,396 | | Gerard H. Warner III | 13,328 | 1,224,577 |

  79. Option Exercises and Stock Vested Table

    (1)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.

  80. Pension Benefits Table

    Pension Benefits Table Credited service and value of the accumulated benefits payable to our NEOs as of October 31, 2025 under our Retirement Income Plan (the “RIP”) at the RIP’s normal retirement age of 65 are as follows:

  81. 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 | 18.50 | 444,623 | — | | Brian G. Andrews | Retirement Income Plan | 18.50 | 258,401 | — | | Daniel G. McBride | Retirement Income Plan | 19.67 | 606,801 | — | | Holly R. Sheffield | Retirement Income Plan | 6.33 | 176,603 | — | | Gerard H. Warner III | Retirement Income Plan | 12.42 | 407,057 | — |

  82. Pension Benefits Table

    (1)Present value is calculated as of the October 31, 2025 measurement date and is based on a 5.32% discount rate and the Pri-2012 mortality rates with projection scale MP-2021.

  83. Pension Benefits Table

    | 54 | CooperCompanies 2026 Proxy Statement |

  84. 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 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:

  85. Pension Benefits Table

    | Officer | Estimated Annual Benefits Payable ($) | | Albert G. White III | 97,481 | | Brian G. Andrews | 129,946 | | Daniel G. McBride | 79,919 | | Holly R. Sheffield | 66,395 | | Gerard H. Warner III | 60,279 |

  86. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or 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, 2025. 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 $69.91 per share on October 31, 2025). 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.

  87. Potential Payments Upon Termination or Change in Control

    | CooperCompanies 2026 Proxy Statement | 55 |

  88. Potential Payments Upon Termination or 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, 2025. 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.

  89. Potential Payments Upon Termination or Change in Control

    | 56 | CooperCompanies 2026 Proxy Statement |

  90. Potential Payments Upon Termination or 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.

  91. Potential Payments Upon Termination or Change in Control

    | Termination Without Cause or Resignation for Good Reason | •Cash severance payment equal to 24 months (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 in 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 •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 |

  92. Potential Payments Upon Termination or 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.

  93. Potential Payments Upon Termination or Change in Control

    | CooperCompanies 2026 Proxy Statement | 57 |

  94. Potential Payments Upon Termination or Change in Control

    Termination Without Cause or Resignation for Good Reason

  95. Potential Payments Upon Termination or Change in Control

    | | Cash Payment ($) | Accelerated Vesting of Option Awards ($) | Accelerated Vesting of RSU and PSU Awards ($) | Continuation of Benefits ($) | | Albert G. White III | 3,894,000 | 0 | 12,173,009 | 98,512 | | Brian G. Andrews | 2,062,500 | 0 | 1,200,495 | 98,512 | | Daniel G. McBride | 2,240,000 | 0 | 4,241,230 | 98,512 | | Holly R. Sheffield | 1,787,500 | 0 | 1,452,870 | 32,813 | | Gerard H. Warner III | 1,787,500 | 0 | 1,547,108 | 3,303 |

  96. Potential Payments Upon Termination or Change in Control

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

  97. Potential Payments Upon Termination or Change in Control

    | | Cash Payment ($) | Accelerated Vesting of Option Awards ($) | Accelerated Vesting of RSU and PSU Awards ($) | Continuation of Benefits ($) | | Albert G. White III | 5,074,000 | 0 | 18,142,344 | 147,767 | | Brian G. Andrews | 2,812,500 | 0 | 3,738,158 | 147,767 | | Daniel G. McBride | 3,040,000 | 0 | 6,306,022 | 147,767 | | Holly R. Sheffield | 2,437,500 | 0 | 4,494,374 | 49,220 | | Gerard H. Warner III | 2,437,500 | 0 | 4,508,636 | 4,954 |

  98. Potential Payments Upon Termination or Change in Control

    Termination on Death or Disability

  99. Potential Payments Upon Termination or Change in Control

    | | Cash Payment ($) | Accelerated Vesting of Option Awards ($) | Accelerated Vesting of RSU and PSU Awards ($) | Life Insurance Payment ($) | | Albert G. White III | 1,534,000 | 0 | 5,762,821 | 800,000 | | Brian G. Andrews | 562,500 | 0 | 1,200,494 | 800,000 | | Daniel G. McBride | 640,000 | 0 | 2,066,749 | 800,000 | | Holly R. Sheffield | 487,500 | 0 | 1,452,870 | 800,000 | | Gerard H. Warner III | 487,500 | 0 | 1,547,108 | 800,000 |

  100. Potential Payments Upon Termination or Change in Control

    | 58 | CooperCompanies 2026 Proxy Statement |

  101. 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.

  102. 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.

  103. Pay Versus Performance Table

    | | SCT Total Compensation for PEO (1) ($) | Compensation Actually Paid to PEO(1) (2) ($) | Average SCT Total Compensation for Other NEOs (3) ($) | Average Compensation Actually Paid to Other NEOs (2) (3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (5) (in millions) ($) | Company Selected Measure: | | Fiscal Year | | | | | Total Stockholder Return(4) ($) | Peer Group Stockholder Return (4) ($) | | Non-GAAP EPS (6) ($) | | 2025 | 16,051,141 | 1,770,870 | 4,115,552 | 1,372,565 | 67.09 | 103.97 | 374.9 | 4.13 | | 2024 | 15,427,631 | 39,832,969 | 3,767,148 | 8,460,906 | 100.46 | 98.46 | 392.3 | 3.69 | | 2023 | 13,490,923 | 22,309,137 | 3,462,463 | 4,997,872 | 74.8 | 75.2 | 294.2 | 3.20 | | 2022 | 11,735,964 | (9,232,263) | 3,122,556 | (1,008,290) | 65.59 | 77.44 | 385.8 | 3.11 | | 2021 | 10,994,906 | 36,205,083 | 2,772,601 | 7,944,570 | 100 | 100 | 2,944.7 | 3.31 |

  104. Pay Versus Performance Table

    (1)Mr. White served as our PEO in each of the fiscal years presented. (2)Mr. Andrews, Mr. McBride, Ms. Sheffield, and Mr. Warner were our non-PEO NEOs in each of the fiscal years presented.

  105. Pay Versus Performance Table

    | CooperCompanies 2026 Proxy Statement | 59 |

  106. 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 2025 Summary Compensation Table was adjusted in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”. The following table shows the adjustments made for fiscal 2025:

  107. Pay Versus Performance Table

    | | FY 2025 | | | | CEO ($) | Average for Other NEOs ($) | | SCT Total Compensation | 16,051,141 | 4,115,552 | | Adjustments for Equity Fair Value: | | | | Deduct: equity award value reported in the SCT | (13,285,968) | (2,824,978) | | Add: FYE fair value (FV) of all equity awards granted during FY25 that are outstanding and unvested at FY25 year-end | 8,630,400 | 1,951,278 | | Add/(Deduct): Change in FV of outstanding and unvested awards granted in prior years based on change from FY24 year-end to FY25 year-end | (7,484,514) | (1,438,232) | | Add/(Deduct): Change in FV of awards granted in prior years that vested in FY25 based on change from FY24 year-end to vesting date in FY25 | (2,114,581) | (408,250) | | Adjustments for Pension Value: | | | | (Deduct): aggregate change in actuarial present value of the RIP | (52,453) | (50,133) | | Add/(Deduct): prior service cost attributed to benefits under the RIP | 26,845 | 27,328 | | Compensation Actually Paid in FY: | 1,770,870 | 1,372,565 |

  108. 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 2025 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, 2021 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. (6) Non-GAAP EPS as reported in our year-end earnings disclosures. For a reconciliation between GAAP and non-GAAP measures, see Reconciliation of Selected GAAP Results to Non-GAAP Results. Prior years have been adjusted for the 4-for-1 stock split that occurred in February 2024.

  109. 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. To identify the median employee, we evaluated the base salary of all employees globally (other than our CEO) as of October 31, 2025. 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, 2025. 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 2025 was $48,540. •The annual total compensation of our CEO for fiscal 2025 was $16,051,141 (as described above in the Summary Compensation Table). •The ratio of CEO compensation to the annual total compensation of our median employee was 331:1.

  110. CEO Pay Ratio

    | CooperCompanies 2026 Proxy Statement | 63 |

  111. 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 nine.