SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

THE COOPER COMPANIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒    No fee required.

☐    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

February 5, 20214, 2022

Dear Stockholder:

You are cordially invited to join us at the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) of The Cooper Companies, Inc. (the “Company” or “Cooper”), which will be held at 8:00 a.m. (Pacific time) on March 17, 202116, 2022 at our corporate headquarters at 6101 Bollinger Canyon Road, Suite 500, San Ramon, California. Please refer to the proxy statement for information about COVID-19 measures that will be in place for the meeting.

At the Annual Meeting we will ask our stockholders to vote on the proposals detailed in our Proxy Statement and related materials. We will be providing access to our proxy materials electronically under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, beginning on or about February 5, 2021,4, 2022, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of a paper copy of this Proxy Statement and our 20202021 Annual Report on Form 10-K (the “Annual Report”). This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting.

The Notice contains instructions on how to access our materials through the internet and also contains instructions on how to receive a paper copy of our proxy materials, including the Proxy Statement, our 20202021 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy by following the instructions on the proxy card or voting instruction card. Voting may be done over the internet, by telephone, or by mail (if you received paper copies of the proxy materials). Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.Meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

A. Thomas BenderRobert S. Weiss

Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

THE COOPER COMPANIES, INC.

6101 Bollinger Canyon Road, Suite 500

San Ramon, CA 94583

Stockholders of record at the close of business on Thursday, January 21, 2021,20, 2022, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about February 5, 2021,4, 2022, we will mail either (1) a Notice of Internet Availability of Proxy Materials (the “Notice”) or (2) a copy of this Proxy Statement and our Annual Report for the fiscal year ended October 31, 2020.2021. The Notice will also contain instructions on how to request a paper copy of our proxy materials.

You may vote by following the instructions on the Notice or by using the proxy card accompanying the paper copy of materials. If phone or internet voting is available to you, instructions will be included on your proxy card.

YOUR VOTE IS IMPORTANT TO US. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote your shares as soon as possible to ensure that your vote is recorded. We look forward to your participation.

By Order of the Board of Directors

Mark J. Drury

Vice President, General Counsel, and Secretary

Dated: February 5, 20214, 2022

TABLE OF CONTENTS

THE2022 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is presented on our behalf by order of the Board of Directors. It contains information about our Company and the proposals to be presented at the Annual Meeting.

Throughout this Proxy Statement, we may also refer to various documents that are available on our website. The content posted on, or accessible through, our website is not incorporated by reference into this Proxy Statement or any of our filings with the SEC and may be revised by us (in whole or in part) at any time and from time to time.

We have also furnished our Annual Report to all stockholders of record. The Annual Report contains our financial statements for the fiscal year ended October 31, 20202021 and other useful information, but it is not part of the materials for the solicitation of proxies.

Page | 1

Proposals to Be Presented at the Annual Meeting

ABOUT OUR BOARD OF DIRECTORS

Our Board of Directors has nine members as of the date of this Proxy Statement. All directors are elected annually by a majority of votes cast.

I✓ – Independent                    ❖–  - Committee Chair¨◆ – Committee Member

     * Mr. Bender and Dr. Rubenstein will not stand for re-election in 2021.

Current Director Statistics

Board Leadership

We maintain separate positions for the Chairman and Chief Executive Officer (CEO). We also maintain an independent Lead Director position. We feel this division provides a balance between the independence of our directors and the experience of our officers. Our current Chairman has significant business experience with the Company, but has also been affirmatively determined to be independent by our Board. We feel that maintaining a separation between the Chair and the CEO provides for strong, knowledgeable leadership of the Board separate from the CEO’s immediate, day-to-day involvement with the Company.

3 | P a g e

and professional relationships on a case by case basis to ensure there are no conflicts of interest with the Company or other factors that would impair the relevant Non-Employee Director’s independence from the Company.

DIRECTOR NOMINATION PROCESSDirector Nomination Process

The Corporate Governance & Nominating Committee (the “CGNC”) is responsible for identification and recommendation of qualified candidates to present to the Board for consideration as director nominees. As part of this responsibility, the CGNC annually considers the size, composition, diversity, and responsibilities of the Board. The CGNC considers the background and skills of the current board members, the needs of the Board, and the qualifications of any potential candidates prior to making recommendations regarding nominations.

Stockholder nominations must be received on a timely basis and meet the criteria set forth below and in the information on Stockholder Proposals and Nominations for Director on page 65.

Criteria for Nominees

The CGNC has set minimum criteria which must be met by any director candidate as follows:

4 | P a g e

Board Refreshment

The Board has not adopted formal term limits or retirement age requirements, as it believes these are arbitrary and limit the ability to retain directors with valuable experience and company knowledge. However, the Board is committed to refreshment of the board of directors on a regular basis to ensure a balance of new ideas with experienced leadership.

In furtherance of this commitment, the Board has worked actively to develop internal policies and practices to ensure regular refreshment of appointments, and the CGNC has developed a succession planning framework to ensure continued refreshment of Board appointments.

FourThree of our current directors joined the Board within the past five years, and our two longest tenured directors have indicated their intention to retire as of the Annual Meeting, at which time over half of our directors will have served for no more than ten years. The Board views this as a meaningful advancement of its efforts to refresh its membership and expects to continue these efforts going forward.

BOARD COMMITTEES

Page | 5

Board Committees

The Board currently maintains three standing committees as described below. Committee membership is determined by the Board and reviewed regularly. As required by the SEC and NYSE, all members of our Audit Committee, Corporate Governance & Nominating Committee, and Organization & Compensation Committee are independent directors. At the Board’s discretion, other committees may include directors who have not been determined to be independent.

Each committee maintains a written charter detailing its authority and responsibilities. These charters are updated periodically as legislative and regulatory developments and business circumstances warrant.

Our committee charters are available in their entirety on our website at http://investor.coopercos.com/corporate-governance.

The Audit Committee provides advice with respect to our financial matters and assists the Board in fulfilling its oversight responsibilities regarding: (i) the quality and integrity of our financial

5 | P a g e

Meetings

The Board and its committees met as follows during our most recent fiscal year:

The Non-Employee Directors hold executive sessions in connection with regular meetings of the Board and more often as they deem appropriate. Either Mr. Bender,Weiss, as Chair, or Dr. Rubenstein,Mr. Kozy, as Lead Director, presides over executive sessions.

6 | P a g e

We also maintain a cyber insurance policy that provides coverage for security breach recovery and response.

Risk and Compensation

The OCC regularly reviews and assesses the possible risks related to our compensation programs. Based on this assessment, the OCC has concluded that the structure of our compensation programs does not create unreasonable risk or the likelihood of a material adverse impact on the Company.

In making this determination, the OCC considered possible compensation-based risks and means by which potential risks may be mitigated, including through the operation of our internal control structure and the Committee’s oversight. The OCC also considered the structure of our compensation programs, including:

Management Succession Planning

At least annually, and more often as deemed appropriate, the OCC meets with management to discuss succession plans for our executive management, including our Chief Executive Officer. Succession plans are designed to allow for an orderly transition of the top executive posts either in the ordinary course of business or in response to emergency situations. Management develops and presents plans for identification, mentoring, and continuing development of potential internal

7 | P a g e

CORPORATE GOVERNANCE

We have an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our policies and practices in light of such developments. We seek to comply with the rules and regulations promulgated by the SEC and the NYSE and implement other corporate governance practices we believe are in the best interest of the Company and its stockholders.

In keeping with this commitment:

Additionally, we maintain various corporate policies, discussed in more detail below, that reflect our dedication to good governance. We believe that the policies and practices currently in place enhance our stockholders’ interests.

ENVIRONMENTAL, SOCIALAND GOVERNANCE INITIATIVESEnvironmental, Social and Governance (“ESG”) Initiatives

We believe that conducting business in a socially and environmentally responsible manner is important to our long-term success and the future of our planet. Recognizing the significant impact that environmental, social, and governance (“ESG”)ESG issues have on our ability to achieve sustainable growth, we have beenare expanding existing initiatives and actively developing initiativesnew projects to make sustainability and corporate responsibility a key focus of our business.

To better support these initiatives from the top down, our Board has increased the frequency of ESG discussions at its meetings and the Corporate Governance & Nominating Committee has added oversight responsibility for ESG matters to its chartercharter. In this capacity, the Committee has general oversight authority for our overall ESG strategy, but specific topics continue to be overseen by other committees as appropriate, including cybersecurity oversight by the Audit Committee and human capital management review by the Organization & Compensation Committee. The role of the Board has increasedand Committees is discussed in more detail above.

We also launched our inaugural ESG Report in June 2021. The report is designed to provide better transparency regarding our ESG efforts, and it can be found on our public website athttps://www.coopercos.com/esg-report-2020/. We encourage you to read the frequencyreport for information regarding our ESG initiatives, activities in furtherance of ESG discussions at its meetings.our commitment to the United Nations Sustainable Development Goals, diversity and inclusion efforts and human capital management, and commitments to data privacy and security.

Key highlights for

Page | 9

Highlights from the 2020 fiscal yearreport include:

The Ethics Policy includes provisions relating to:Code provides guidance for employees on multiple topics, including: (i) conflicts of interest, (ii) the protection and proper use of Company assets, (iii) relationships with customers, suppliers, competitors, and associates, (iv) government relations and anti-corruption regulations, and (v) compliance with laws and regulations, including laws and regulations relating to insider trading, equal employment opportunity, harassment, and health and safety. We have also added content regarding preventing fraud and money laundering, use of social media, promoting human rights, diversity and equity, and our commitment to environmental and social initiatives. Employees are encouraged to report any conduct that they believe in good faith to be an actual or apparent violation of the Code.

10 | P a g e

Management reports related party transactions to the Corporate Governance & Nominating Committee in accordance with written policy and the Committee reviews and approves (or ratifies) all transactions between the Company and related parties that are required to be disclosed under SEC rules.

Under this policy, certain transactions have been deemed by the Committee to be pre-approved or ratified even if the aggregate amount involved exceeds thresholds that would otherwise require disclosure as follows:

11 | P a g e

OWNERSHIP OF THE COMPANY

PRINCIPAL SECURITYHOLDERS

Principal Securityholders

The following table contains information regarding all individuals or groups who have advised us that they own more than five percent (5%) of the outstanding shares of our common stock. Information is presented as of the Record Date.

SECURITIES HELDBY INSIDERSPage | 13

Securities Held by Insiders

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

13 | P a g e

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates under a written charter adopted by the Board in December 2003 and most recently amended in March 2017. The Audit Committee’s charter is available in its entirety on our website at http://investor.coopercos.com/corporate-governance.

Our Board has determined that all members of the Audit Committee are independent directors and are financially literate as required by the NYSE. Our Board has also determined that Ms. Lindell and Ms. Madden each meet the qualifications of an audit committee financial expert as defined by the SEC.

The Audit Committee’s primary duties and responsibilities relate to:

The Audit Committee provides advice with respect to our financial matters and assists the Board in fulfilling its oversight responsibilities regarding: (i) the quality and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) review of our potential risk factors, (iv) the qualifications, independence and performance of KPMG LLP (“KPMG”), in its role as our independent registered public accounting firm, (v) retention and engagement of KPMG, (vi) the performance of our internal audit function, and (vii) review of our internal controls and risk management procedures.

The Audit Committee also monitors our cybersecurity programs and receives periodic updates from management on all matters related to cybersecurity, including cybersecurity incidents, systems security reviews, and risk mitigation. The Committee reports out to the full Board.

Management is responsible for the Company’sour internal controls and the financial reporting process.processes. To support this work, management has engaged Ernst & Young LLP as a co-source partner in providing audit support to assist the Company’s internal audit team.

KPMG, as the Company’sour independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements, as well as our internal controls over financial reporting, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report on the audit process.report. The Audit Committee’s responsibility is to monitor and oversee these processes. In this context, the Audit Committee has met and held discussions with management and KPMG regarding the fair and complete presentation of the Company’s financial results.

The Audit Committee held 7 meetings during the 20202021 fiscal year, including regular meetings in conjunction with the close of each fiscal quarter, during which the Audit Committee reviewed and discussed the Company’s financial statements with management and KPMG. These Audit Committee meetings routinely include executive sessions of the committee, as well as private sessions with each of KPMG, Internal Audit, and management.

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended October 31, 20202021 with management and KPMG, and management represented to the Audit Committee that the Company’sour consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (GAAP). The Audit Committee discussed with KPMG the

Page | 15

matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communication with Audit Committees.”

15 | P a g e

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is information regarding our current executive officers and other senior employees named in this Proxy Statement who are not also directors. The individuals listed below served in the positions set forthdirectors, as of the date of this proxy statement.February 1, 2022.

Mr. McBride has served as Executive Vice President and Chief Operating Officer since November 2013 and as the President of CooperVision, our contact lens business, since February 2014.

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

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

Ms. Sheffield has served as President of CooperSurgical, Inc., our women’s healthcare business, since July 2020. Previously, she served as Executive Vice President & Chief Strategy Officer from June 2018 to July 2020. Prior to joining Cooper, Ms. Sheffield had over 20 years of experience in investment banking. She joined Cooper from UBS Securities LLC, where she was a Managing Director, Global Head of Medical Technology from 2009 to May 2018. From 2000 to 2009, Ms. Sheffield was at Credit Suisse and from 1997 to 2000, Ms. Sheffield was at Donaldson, Lufkin & Jenrette until it was acquired by Credit Suisse. Ms. Sheffield received a B.S. from Cornell University and an M.B.A. from Columbia Business School.

17 | P a g e

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

18Page | P a g e

18

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and the compensation decisions made by the Organization and& Compensation Committee (“OCC”) with regard to compensation of our CEO, CFO and our three other most highly compensated executive officers serving as of October 31, 2021 (collectively, our named executive officers, or NEOs) in the following roles:

Page | 19

Fiscal 2021 Performance - The Year in Review

Fiscal 2021 was a very strong year for Cooper despite the ongoing impacts of the COVID-19 pandemic. We were able to gain market share and deliver strong results, starting in the first quarter and continuing through the year, with both our CooperVision and CooperSurgical businesses posting robust recoveries as medical professional offices reopened. There was ongoing impact from the continuing pandemic and related restrictions, that affected our business globally, but overall we had a very successful year that consistently beat expectations and delivered record revenues, cash flow, and earnings per share.

2021 Financial Highlights
		Budget Target		FY2021 Results		Change YoY
Revenue:		$2.717 billion		$2.923 billion		20%
CooperVision:		$2.032 billion		$2.152 billion		17%
CooperSurgical:		$685 million		$770.5 million		31%
Non-GAAP (1) EPS:		$12.10		$13.24		37%
Stock Price (10/29/2021):				$416.92		31%

In addition to a robust recovery from the COVID-19 pandemic and record financial results, we were able to progress a number of key product launches and other initiatives during the 2021 fiscal year, including:

Page | 20

Throughout fiscal 2021 we maintained our focus on keeping our customers and employees safe and healthy as the COVID-19 pandemic continued. We continued initiatives started in fiscal 2020, including robust health and safety programs within our facilities to ensure employees could complete their responsibilities safely, and supported our customers by offering online training and virtual meetings.

Although the COVID-19 pandemic continues to impact our return to normal business practices, we are proud of the successes achieved during the 2021 fiscal year and the momentum we are carrying into fiscal 2022. The OCC took these efforts, and the resulting achievements, into consideration with regard to executive compensation decisions for both fiscal 2021 and fiscal 2022.

Fiscal 2021 Compensation Highlights

Our Fiscal 2021 executive compensation program was designed to support our compensation objectives and reinforce our strong pay-for-performance culture. During fiscal 2021, we maintained an emphasis on performance-based compensation through financial goals in our 2021 Incentive Payment Plan (“IPP”) and use of

Page | 21

long-term, performance-based equity granted as a combination of performance share awards and time-vested stock options and restricted stock units.

In light of the ongoing pandemic and its impact on our business, the OCC elected to hold salaries flat for fiscal 2021. Instead, modest adjustments to target bonus and equity grant value were provided to the NEOs. These increases recognize the achievements of the NEOs in leading the company through a complicated and difficult year while tying increased compensation to continued performance and achievement of goals for recovery in fiscal 2021.

Messrs. Andrews and Ricupati also received special, one-time equity grants of time-vested RSUs during the 2021 fiscal year. These grants were designed to encourage retention and will vest in equal portions in the third and fourth years after the date of grant, rather than our usual structure of annual vesting starting on the first anniversary.

In the 2021 fiscal year, approximately 91% of Mr. White’s target total direct compensation was tied to financial and stockholder return outcomes. His equity awards were 100% performance-based, including stock options, with 50% in the form of performance share awards vesting based on financial gains over a three year period. Approximately 81% of our other NEO’s target total direct compensation (on average) was tied to financial and stockholder return outcomes.

* “All Other Compensation” represents less than 1% of total target direct compensation for our NEOs, including Mr. White, as discussed in footnote 4 to the Summary Compensation Table.

Fiscal 2021 Incentive Payout Plan (“IPP”) Result

The 2021 Incentive Payment Plan (“2021 IPP”) followed the design of prior year plans, with 75% of target bonuses dependent on achievement of quantitative financial metrics. As noted above, we ended the year with robust results well in excess of the goals we set at the beginning of the year, resulting in total potential payout under the 2021 IPP ranging from 161% to 170% of target, when including the discretionary component earned at 100% of target. This outcome included revenue performance that exceeded the level required for maximum payout on the quantitative portion of the bonus.

In considering these potential bonus payments under the 2021 IPP, the OCC evaluated our performance against budgeted goals in the context of our overall company results as well as the general uncertainty we faced

Page | 22

throughout the year due to ongoing impact of the COVID-19 pandemic. Based on this assessment, the OCC determined to exercise negative discretion in finalizing the fiscal year 2021 IPP results and approved funding equal to a total of 130% of target for each of Cooper, CooperVision and CooperSurgical.

In making this determination, the OCC considered our performance in the context of the financial goals established for fiscal 2021, which accounted for a range of outcomes regarding the potential impact of COVID-19 during the year. In evaluating our performance at the end of the year, the OCC determined that the actual impact of COVID-19 was more modest than our 2021 IPP goals assumed. The OCC also considered our strong performance during the year, including 20% and 31% growth in revenue and non-GAAP EPS, respectively. With this context, the OCC determined that 130% of target payout would be an appropriate reflection of our strong financial performance relative to our 2021 IPP goals, effective execution by our leadership team in navigating through a highly uncertain and challenging environment, and the outcome of the year after accounting for the actual impact of COVID-19 on our operations.

These adjustments were considered to reduce the quantitative portion of awards as calculated. The discretionary component of the IPP, which is not tied to quantitative criteria and was weighted at 25% of target awards, was considered paid at 100% of target. The OCC noted that the performance of the NEOs during the year warranted the full discretionary payment and the adjustments should not be considered a reflection on individual performance. Target payments, achievement as calculated, and adjusted payouts are presented in more detail below in the discussion of annual cash incentives.

Response to 2021 Say-on-Pay Vote

The OCC considered the outcome of our annual “Say-on-Pay” vote in determining the design of our executive compensation program and the composition and levels of individual compensation packages for the 2021 fiscal year.

In particular, with support from Compensia, the OCC considered the effectiveness of stock options at supporting our compensation objectives over time. Following this review, the OCC determined it would be appropriate to reintroduce the use of performance share awards in our NEO compensation. Therefore, 50% of the long-term incentive value awarded to our NEOs in fiscal 2021 was in the form of performance-based RSUs with a three-year performance period. The remaining 50% of long-term incentive value was granted in the form of time-vested equity awards. This decision reflects the OCC’s commitment to pay-for-performance and a balance between our historical emphasis on time-vested equity awards and stockholder expectations for multi-year performance-based equity awards. The combination of time-vesting equity awards and three-year performance-based RSUs creates strong alignment between the compensation realized by our NEOs and our long-term stockholder returns.

We noted the intention to make this change to grant practices in our Proxy Statement filed in February 2021, and at our 2021 Annual Meeting of Stockholders, approximately 89% of the votes cast on our Say-on-Pay proposal were voted in favor of the compensation program for our NEOs. The OCC takes this as an indication of support for the change to our NEO compensation.

Page | 23

Compensation Governance

The OCC oversees our executive compensation program. In this capacity, the OCC regularly reviews our program to ensure that we maintain an effective and appropriate link between pay and performance, and that our compensation practices do not encourage behaviors that could have a material adverse effect on the Company.

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and the compensation decisions made by the OCC with regard to compensation of our CEO, CFO and our three other most highly compensated executive officers serving as of October 31, 2020 (collectively, our named executive officers, or NEOs) as follows:

Table of Contents

19 | P a g e