UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(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

Amendment No. )

_______________________________________________

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Filed by a Party other than the Registrant ☐

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Check the appropriate box:

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Preliminary Proxy Statement

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Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

under §240.14a-12

THE COOPER COMPANIES, INC.


The Cooper Companies, Inc.
(Name of Registrant as Specified inIn Its Charter)


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


Payment of Filing Fee (Check the appropriate box)all boxes that apply):

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☐☐Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.0-11








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LOGO


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February 4, 2022

2, 2024


Dear Stockholder:

You are cordially invited to join us at the 20222024 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)Time) on Tuesday, March 16, 202219, 2024, at our corporate headquarters at 6101 Bollinger Canyon Road, Suite 500, San Ramon, California.

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 4, 2022,8, 2024, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of a paper copycopies of this Proxy Statement and our 2021 Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (the “Annual“2023 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 either access our materials through the internet and also contains instructions on how toor receive a paper copy of our proxy materials, including the Proxy Statement, our 2021the 2023 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.

We look forward to seeing you at the Annual Meeting.

Sincerely,

LOGO

RSW Sig.jpg
Robert 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


Meeting Date:

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, March 16, 2022

CC_rgb_hor_pref_aqu.jpg

Meeting Time:

8:00 a.m. (Pacific time)

Location:

CooperCompanies Headquarters

6101 Bollinger Canyon Road, Suite 500

San Ramon, CA 94583
Meeting Date:Tuesday, March 19, 2024
Meeting Time:8:00 a.m. (Pacific Time)
Location:
CooperCompanies Headquarters
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583

Admission:

Admission:

All stockholders are cordially invited to attend the Annual Meeting in person.

Agenda:

Agenda:

1.Elect eight directors to our Board.

Board to serve for one-year terms expiring at the 2025 annual meeting of stockholders.

2.Ratify the appointment of KPMG LLP as ourthe Company's independent registered public accounting firm for the fiscal year ending October 31, 2022.

2024.

3.   Hold anApprove, on a non-binding, advisory vote onbasis, the compensation of our Named Executive Officers.

Officers (“Say on Pay Proposal”).

4.Transact any other business that may properly come before the meeting.

Stockholders of record at the close of business on Thursday,Wednesday, January 20, 2022,24, 2024, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about February 4, 2022,8, 2024, 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, 2021.2023. 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

LOGO

Mark J. Drury

of

THE COOPER COMPANIES, INC.
NSK Sig.jpg
Nicholas S. Khadder
Vice President, General Counsel, and Secretary


Dated: February 4, 2022

2, 2024


TABLE OF CONTENTS


TABLE OF CONTENTS
2024 ANNUAL MEETING OF STOCKHOLDERS1
THE ANNUAL MEETING1

Proposals to Be Presented at the Annual Meeting

2
OUR BOARD OF DIRECTORS34

Board Leadership

5
Director Nomination Process

46

Board Committees

67

CORPORATE GOVERNANCE

10
Corporate Governance Policies10
Environmental, Social and Governance (“ESG”) Initiatives11
Board of Directors’ Role in Risk Oversight

712

Cybersecurity Risks

Audit Matters		715

Risk and Compensation

Report of the Audit Committee		819
CORPORATE GOVERNANCE9

Environmental, Social and Governance Initiatives

9

Corporate Governance Policies

10
OWNERSHIP OF THE COMPANY1320
REPORT OF THE AUDIT COMMITTEE15
EXECUTIVE OFFICERS OF THE COMPANY1722
COMPENSATION DISCUSSION AND ANALYSIS1924
REPORT OF THE ORGANIZATIONReport of the Organization & COMPENSATION COMMITTEECompensation Committee3644
EXECUTIVE COMPENSATION TABLES3745
DIRECTOR COMPENSATIONSummary Compensation Table45

Director Compensation Table

Potential Payments Upon Termination or a Change in Control		4750
CEO PAY RATIO54
PAY VERSUS PERFORMANCE54
PROPOSAL 1 — ELECTION OF DIRECTORS4961
PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM5869
PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION6071
OTHER MATTERS6273
RECOMMENDATIONS6273
VOTING INFORMATION6273
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR6577
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES6678



LOGO

2022 ANNUAL MEETING OF STOCKHOLDERS


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2024 ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

Wednesday,Tuesday, March 16, 202219, 2024, at 8:00 a.m. (Pacific time)

Time)
Location:

Location:

6101 Bollinger Canyon Road, Suite 500

San Ramon, California 94583

Notice Mailing Date:

February 4, 2022

8, 2024

Record Date:

January 20, 2022

24, 2024


This Proxy Statement is presented on our behalf by order of the Board of Directors.Directors (the “Board”). 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 SECU.S. Securities and Exchange Commission (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 2023 Annual Report to all stockholders of record. The 2023 Annual Report contains our financial statements for the fiscal year ended October 31, 20212023 and other useful information, but it is not part of the materials for the solicitation of proxies.



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WE STRONGLY ENCOURAGE YOU TO VOTE.

Page | 1


Proposals to Be Presented at the Annual Meeting

Proposal

PROPOSAL 1 – Election of Eight Directors

ELECTION OF DIRECTORS		Page 61
Board Recommendation:    FOR Each Director
Vote Requirement:     Majority of Shares Voted
PAGE 49

BOARDRECOMMENDATION:

✓FOR EACH DIRECTOR

VOTE REQUIREMENT:

MAJORITYOF VOTES CAST

You are being asked to vote on the election of the eight directors listed below. below to serve for one-year terms expiring at the 2025 annual meeting of stockholders.
Each director nominee is elected annually. Additional information about all current directors and selection of nominees can be found beginning on page 3.

   

 

Committee Memberships

 

  

 

Name

 

 

Director
Since

 

 

Age

 

 

Audit

 

 

Corp.Gov. &
Nom.

 

 

Org. &
Comp.

 

 

Indep.

 

 

Other Public
Boards

 

 

Robert S. Weiss (Chair)

 

 

 

 

 

1996

 

 

 

 

 

 

 

75

 

 

 

 

✓

 

 

 

 

 

 

 

 

 

--

 

 

 

 

William A. Kozy (Lead Director)

 

 

 

 

 

2016

 

 

 

 

 

 

 

70

 

 

 

 

 

 

❖

 

 

 

 

 

◆

 

 

 

 

✓

 

 

 

 

 

 

 

 

 

1

 

 

 

 

Colleen E. Jay

 

 

 

 

 

2016

 

 

 

 

 

 

 

59

 

 

 

 

 

 

 

◆

 

 

 

 

 

 

❖

 

 

✓

 

 

 

 

 

 

 

 

 

1

 

 

 

 

Jody S. Lindell

 

 

 

 

 

2006

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

◆

 

 

 

 

 

 

 

◆

 

 

 

 

✓

 

 

 

 

 

 

 

--

 

 

 

Teresa S. Madden

 

 

 

 

 

2020

 

 

 

 

 

 

 

65

 

 

 

 

 

 

❖

 

 

 

 

 

◆

 

 

 

 

✓

 

 

 

 

 

 

 

 

 

1

 

 

 

 

Gary S. Petersmeyer

 

 

 

 

 

2013

 

 

 

 

 

 

 

74

 

 

 

 

 

 

 

◆

 

 

 

 

 

 

 

◆

 

 

 

 

✓

 

 

 

 

 

 

 

--

 

 

 

Maria Rivas, M.D.

 

 

 

 

 

2021

 

 

 

 

 

 

 

58

 

 

 

 

 

 

 

◆

 

 

 

 

 

 

 

◆

 

 

 

 

✓

 

 

 

 

 

 --

 

Albert G. White III (CEO)

 

 

 

 

 

2018

 

 

 

 

 

 

 

52

 

 

 

 

 

 

 

--

 

 

 

 

✓ – Independent❖– Committee Chair◆– Committee Member

below under the heading Our Board of Directors. Information about the nominees and their qualifications for service can be found under Proposal 1 - Election of Directors.

Proposal 2—Ratification of

Director Nominees for Consideration at the Annual Meeting


Committee Memberships

Name
Director
Since
AgeAudit
Corporate
Governance
& Nominating
Organization &
Compensation
Independent
Robert S. Weiss (Chairman)
199677



William A. Kozy (Lead Director)
201672

❖◆
Lawrence E. Kurzius202366◆

◆
Colleen E. Jay201661

◆❖
Cynthia L. Lucchese202263◆◆

Teresa S. Madden202067❖

◆
Maria Rivas, M.D.202160◆◆

Albert G. White III (CEO)
201854




PROPOSAL 2 – RATIFY APPOINTMENT OF KPMG LLP

Page 69
Board Recommendation:     FOR
Vote Requirement:     Majority of Shares Represented
PAGE 58

You are asked to ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.

BOARDRECOMMENDATION:

✓FOR

VOTE REQUIREMENT:

MAJORITYOF VOTES CAST

The Audit Committee has appointed the firm of KPMG LLP (“KPMG”) to act as our independent registered public accounting firm and to audit our consolidated financial statements for the fiscal year ending October 31, 2022. 2024. This appointment will continue at the pleasure of the Audit Committee and is presented to the stockholders for ratification as a matter of good governance.

Page 2

PROPOSAL 3 - ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”)Page 71
Board Recommendation:    FOR
Vote Requirement:     Majority of Shares Represented
You are being asked to ratify this appointment.

Proposal 3—Advisory Vote on Executive Compensation

PAGE 60

BOARDRECOMMENDATION:

✓FOR

VOTE REQUIREMENT:

MAJORITYOF VOTES CAST

You are being asked to vote,approve, on ana non-binding, advisory basis, on the compensation of the followingour Named Executive Officers (“NEOs”). Officers.

Information regarding our compensation practices and the compensation of our NEOsNamed Executive Officers in the 20212023 fiscal year can be found below in our Compensation Discussion &and Analysis starting on page 19.

 and the following compensation tables.
Named Executive Officers for Fiscal 2023
NameTitle

 Name

Title

Albert G. White III

President & Chief Executive Officer

Brian G. Andrews

Executive Vice President, Chief Financial Officer & Treasurer

Daniel G. McBride

Executive Vice President & Chief Operating Officer /

Holly R. SheffieldPresident, CooperSurgical, Inc.
Gerard H. Warner IIIPresident, CooperVision, Inc.

Holly R. Sheffield

Page 3

President, CooperSurgical, Inc.

Agostino Ricupati

Senior Vice President, Finance & Tax / Chief Accounting Officer

OUR BOARD OF DIRECTORS
Current Directors
Director
Since
AgeCommittee MembershipsIndependent
Other
Public
Boards
Audit
Corporate
Governance
& Nominating
Organization &
Compensation
Robert S. Weiss (Chairman)
199677



—
William A. Kozy (Lead Director)
201672

❖◆1
Lawrence E. Kurzius202366◆

◆2
Colleen E. Jay201661

◆❖2
Cynthia L. Lucchese202263◆◆

1
Teresa S. Madden202067❖

◆1
Gary S. Petersmeyer (1)
201376◆

◆—
Maria Rivas, M.D.202160◆◆

—
Albert G. White III (CEO)
201854




—
(1)Mr. Petersmeyer has announced his intention to resign from the Board effective on the date of the Annual Meeting and will not stand for re-election. Additional information about the director nominees can be found under Proposal 1 - Election of Directors.
 WeissKozyJayKurziusLuccheseMaddenPetersmeyerRivasWhite
IndependentXXXXXXXX
Skills / Qualifications
Executive Leadership ExperienceXXXXXXXXX
Public Company Board ExperienceXXXXXXXXX
Finance & Accounting /
Risk Management
XXXXXXXXX
Investments / Strategic Planning / M&AXXXXXXXXX
Global Business ExperienceXXXXXXXXX
Healthcare IndustryXXXXXX
Government / RegulatoryXXXXXXX
Manufacturing / Distribution / Supply ChainXXXXXXX
Gender Identity
Male◆◆◆◆◆
Female◆◆◆◆
Race/Ethnicity
Hispanic/Latinx◆
White/Caucasian◆◆◆◆◆◆◆◆
Tenure (Yrs.)27770131125


Page | 2

4

OUR BOARD OF DIRECTORS

           

 

Committee Memberships

 

         

 

Current Directors

 

  

 

Director
Since

 

   

 

Age

 

   

 

Audit

 

   

 

Corporate
Governance &
Nominating

 

   

 

Organization &
Compensation

 

   

 

Independent

 

   

 

Other
Public
Boards

 

 

 

Robert S. Weiss (Chairman)

 

  

 

 

 

 

1996

 

 

 

 

  

 

 

 

 

75

 

 

 

 

        

 

✓

 

 

 

 

 

 

  

 

 

 

 

--

 

 

 

 

 

William A. Kozy (Lead Director)

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

70

 

 

 

 

    

 

 

 

❖

 

 

  

 

 

 

 

◆

 

 

 

 

  

 

✓

 

 

 

 

 

 

  

 

 

 

 

1

 

 

 

 

 

Colleen E. Jay

 

  

 

 

 

 

2016

 

 

 

 

  

 

 

 

 

59

 

 

 

 

    

 

 

 

 

◆

 

 

 

 

  

 

 

 

❖

 

 

  

 

✓

 

 

 

 

 

 

  

 

 

 

 

1

 

 

 

 

 

Jody S. Lindell

 

  

 

 

 

 

2006

 

 

 

 

  

 

 

 

 

70

 

 

 

 

  

 

 

 

 

◆

 

 

 

 

  

 

 

 

 

◆

 

 

 

 

    

 

✓

 

 

 

 

 

 

  

 

 

 

 

--

 

 

 

 

 

Teresa S. Madden

 

  

 

 

 

 

2020

 

 

 

 

  

 

 

 

 

65

 

 

 

 

  

 

 

 

❖

 

 

    

 

 

 

 

◆

 

 

 

 

  

 

✓

 

 

 

 

 

 

  

 

 

 

 

1

 

 

 

 

 

Gary S. Petersmeyer

 

  

 

 

 

 

2013

 

 

 

 

  

 

 

 

 

74

 

 

 

 

  

 

 

 

 

◆

 

 

 

 

    

 

 

 

 

◆

 

 

 

 

  

 

✓

 

 

 

 

 

 

  

 

 

 

 

--

 

 

 

 

 

Maria Rivas, M.D.

 

  

 

 

 

 

2021

 

 

 

 

  

 

 

 

 

58

 

 

 

 

  

 

 

 

 

◆

 

 

 

 

  

 

 

 

 

◆

 

 

 

 

    

 

✓

 

 

 

 

 

 

  

 

Albert G. White III (CEO)

 

  

 

 

 

 

2018

 

 

 

 

  

 

 

 

 

52

 

 

 

 

           

 

--

 

 

 

              

✓ – Independent❖– Committee Chair                ◆ – Committee Member


Board Leadership

We maintain separate positions for the ChairmanBoard Chair and Chief Executive Officer (CEO). We also maintain an independent Lead Director position. We feelbelieve this division provides a balance between the independence of our directors and the experience of our officers. Our current ChairmanChair 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.

Meetings
The Board and its committees met as follows during our most recent fiscal year:
Number of Meetings
Board of Directors6

Board Independence

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Audit Committee		6
Organization & Compensation CommitteeAll of our directors, except Mr. White, have been determined by the Board to be independent.5
Corporate Governance & Nominating Committee4

The non-employee directors hold executive sessions in connection with regular meetings of the Board and more often as they deem appropriate. Either Mr. Weiss, as Chair, or Mr. Kozy, as Lead Director, presides over executive sessions.
During the 2023 fiscal year, each director attended at least 75% of the board meetings and meetings of committees on which the director served. We do not maintain a formal policy regarding director attendance at the Annual Meeting.
Director Independence

In making determinations regarding independence, the Board considers the objective requirements for independence set forth by the SEC and the Nasdaq Global Select Market (“Nasdaq”). In the 2023 fiscal year, the Board also considered the independence requirements of the New York Stock Exchange (“NYSE”) and the SEC. .
The Board has confirmed that each independent director has no relationship towhich, in the Company, either directly or indirectly, other than as a stockholderopinion of the Company or through their service onBoard, would interfere with the Board.exercise of independent judgment in carrying out the responsibilities of a director. The Board and its committees conduct regular self-evaluations and review director independence and committee composition to ensure continued compliance with applicable regulations.

Additionally, under our Amended and Restated Corporate Governance Principles, directors are not permitted to serve on the boards of more than two other public companies while they serve on our Board; provided, that the Board may make exceptions to this standard as it deems appropriate in the interest of our stockholders. We do not limit service on private company boards of directors or with non-profit organizations. The Board considers these affiliations

Page | 3

and professional relationships on a case by casecase-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’snon-employee director’s independence from the Company.

Page 5

Director 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:

(1)

(1)meet the objective independence requirements set forth by the SEC and Nasdaq (other than executive nominees),
(2)exhibit strong personal integrity, character, and ethics, and a commitment to ethical business and accounting practices,
(3)demonstrate an understanding of, and commitment to, good governance practices and the fiduciary responsibilities expected of a director,
(4)have an appropriate educational background and significant business or professional experience,
(5)not serve on more than two other public company boards,
(6)not be involved in on-going litigation with Cooper or be employed by an entity which is engaged in such litigation, and
(7)not be the subject of any on-going criminal investigations, including investigations for fraud or financial misconduct.
In addition to these minimum standards, the objective independence requirements set forth by the SEC and NYSE (other than executive nominees),

(2)

exhibit strong personal integrity, character, and ethics, and a commitment to ethical business and accounting practices,

(3)

demonstrate an understanding of, and commitment to, good governance practices and the fiduciary responsibilities expected of a director,

(4)

have an appropriate educational background and significant business or professional experience,

(5)

not serve on more than two other public company boards,

(6)

not be involved in on-going litigation with Cooper or be employed by an entity which is engaged in such litigation, and

(7)

not be the subject of any on-going criminal investigations, including investigations for fraud or financial misconduct.

The CGNC also considers whether a candidate has any special expertise, skills, characteristics, or backgroundqualifications that would be of particular benefit to the Company and whetheror that address a candidate’s backgroundneed for specific operational, management, or qualifications will strengthen the overall diversity of the Board.other expertise. The CGNC seeks candidates who demonstrate an understanding of financial statements and financial matters, offer business and managerial experience that will complementcomplements the experience of current directors, and provide additional depth of knowledge in areasthat will provide practical insights and diverse perspectives that will benefit the Board in its oversight of our business.

Diversity and Inclusion

In addition to these minimum standards,

The CGNC also considers whether a candidate’s personal and professional background will strengthen the overall diversity of the Board and enhance the quality of deliberations and decisions. While we do not have a formal diversity policy for Board membership, the CGNC believes it is important to have directors from various backgrounds and professions in order to ensure that the Board has a wealth of experiences to inform its decisions.

Page 6

Consistent with this philosophy, the CGNC seeks directors who represent a mix of backgrounds, skills, and experiences and is committed to including candidates in each search candidates who reflect diverse backgrounds, including but not limited to, diversitycandidates of diverse ethnicity, gender, sexual orientation, age, education, cultural background, and race.

Page | 4

professional experiences.

As of February 1, 2024
Total Number of Directors9
FemaleMaleNon-BinaryDid Not Disclose
Gender Identity:45——
Demographic Background:
African American or Black————
Alaskan Native or Native American————
Asian————
Hispanic/Latinx1———
Pacific Islander or Native Hawaiian————
White35——
Two (or more) Races or Ethnicities————
LGBTQIA+————
Did not disclose————
Half of our directors are women.

Gender Diversity


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Ethnic Diversity


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We are committed to including candidates who reflect diverse backgrounds in each director search.

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 newinnovative 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.

Three

Five of our current directors joined the Board within the past five years, and over halfseven of our nine directors have served for no more than ten years. The Board views thisthe current composition as a meaningful advancementdemonstration of its efforts to refresh its membership and expects to continue these efforts going forward.

We are committed to refreshment of the board of directors on a regular basis to ensure a balance of new ideas with experienced leadership.

Tenure


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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,Nasdaq, all members of our Audit Committee, Corporate Governance & Nominating Committee,CGNC, and Organization & Compensation Committee (“OCC”) are independent directors. At the Board’s discretion, other committees may include directors who have not been determined to be independent.

Page 7

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

All committee charters are available on our website at http://investor.coopercos.com/corporate-governance.
Audit CommitteeMembers
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 the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) review of our potential risk factors, (iv) our system of internal accounting and financial controls, (v) our enterprise risk management program, (vi) the qualifications and independence of the independent registered public accounting firm (the “Independent Auditors”) and (vii) the oversight and performance of the Company’s internal audit function and the Independent Auditors.
The Audit Committee advises and makes recommendations to the Board regarding our financial, investment, and accounting procedures and practices. The Audit Committee also has oversight responsibility for review of any related party transactions (as defined under Item 404 of Regulation S-K), treasury and investment matters, and the Company’s information security programs.
Each of Ms. Madden, Mr. Kurzius, and Ms. Lucchese are Audit Committee Financial Experts as defined by the SEC. Additional information regarding the Audit Committee and its responsibilities can be found below in the information on Audit Matters.
Teresa S. Madden (Chair)
___________

Lawrence E. Kurzius
Cynthia L. Lucchese
Gary S. Petersmeyer
Maria Rivas, M.D.
Organization & Compensation CommitteeMembers
The OCC reviews and approves all aspects of the compensation paid to our Chief Executive Officer and our executive officers as defined by Rule 3b-7 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Members of the OCC are not eligible to participate in any of our executive compensation programs.
The OCC approves the composition of our peer group for comparative compensation review, the terms of our incentive compensation and equity-based plans (including the allocation and terms of equity awards to employees), corporate goals and objectives for the Chief Executive Officer, and any agreements providing for the payment of benefits following a change in control of the Company. The OCC also advises and makes recommendations to the Board regarding annual compensation of the non-employee directors. The OCC has oversight responsibility for our retirement programs and human capital management practices, including succession planning, diversity & inclusion objectives, and other management development programs designed to strengthen our internal pool of candidates for executive level positions and promote mentoring of senior level employees.
Colleen E. Jay
(Chair)
___________

William A. Kozy
Lawrence E. Kurzius
Teresa S. Madden
Gary S. Petersmeyer

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Corporate Governance & Nominating CommitteeMembers
The CGNC develops, implements, and maintains our corporate governance standards. It advises and makes recommendations to the Board concerning our primary governance policies, proposed changes to our charter and by-laws, proposed changes to the charters of the Board committees, and procedures for reporting violations of our policies and standards. The CGNC also monitors compliance with our Code of Conduct and other policies by our directors and officers and has responsibility for review of any conflicts of interest (actual or potential).
The CGNC performs the functions described below under Director Nomination Process and makes recommendations regarding the composition, function, and size of the Board and its Committees, standards for the Board’s review of its own performance, continuing education for directors, and matters related to Board refreshment and succession planning.
The CGNC also oversees our compliance programs and our Environmental, Social and Governance initiatives as discussed in more detail below.
William A. Kozy
(Chair)
___________

Colleen E. Jay
Cynthia L. Lucchese
Maria Rivas, M.D.

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CORPORATE GOVERNANCE
We have an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor developments around corporate governance and review our policies and practices as needed. We seek to comply with the rules and regulations promulgated by the SEC and Nasdaq, and to implement other corporate governance practices we believe are in the best interest of the Company and its stockholders.
In keeping with this commitment:
•All members of our Board are independent, other than Mr. White (our Chief Executive Officer).
•All members of the committees of our Board are independent.
•Board members stand for re-election annually and our corporate Bylaws include a majority voting standard for the election of our directors.
•Our Bylaws include proxy access provisions.
•The Board is active in oversight of risk and risk management.
•We do not maintain a stockholder rights plan (“poison pill”).
•We are committed to corporate social responsibility and sustainability.
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.
Corporate Governance Policies
Corporate Governance Principles
We maintain Corporate Governance Principles which specify our standards for director qualifications, director responsibilities, Board committees, director access to our executive officers and employees, director orientation and continuing education, and performance evaluations of the Chief Executive Officer and of the Board and its committees. The Corporate Governance Principles also address compensation and stock ownership requirements for our non-employee directors (discussed in more detail in the section on Director Compensation). The Corporate Governance Principles are available in their entirety on our website at http://investor.coopercos.com/corporate-governance.

Code of Conduct
Our Code of Conduct (the “Code”) was adopted in June 2021 and replaced our prior Ethics & Business Conduct Policy. The Audit Committee provides advice with respectCode is designed to our financial mattersreflect current best practices, enhance and assistsexpand on the BoardCompany's position regarding maintenance of ethical business practices, elaborate on certain topics such as human rights, diversity, inclusion, and equality, and promote awareness of ethical issues that may be encountered in fulfilling its oversight responsibilities regarding: (i)carrying out an employee’s or director’s responsibilities.
We have designed the quality and integrity of our financial statements, (ii) ourCode to provide guidance regarding compliance with legallaws, regulations, and regulatory requirements, (iii) review of our potential risk factors, (iv)Company policies, and we regularly communicate with employees regarding the qualifications, independence,Code to ensure familiarity and performance of the independent registered public accounting firm serving as auditors of the Company, (v) retentionawareness. The Code applies to all employees, including executive officers, and engagement of the independent registered public accounting firm, and (vi) the performance of the Company’s Internal Audit function and internal controls. The Audit Committee advises and makes recommendations to the Board regarding our financial, investment, and accounting procedures and practices.non-

The Organization & Compensation Committee (the “OCC”) reviews and approves all aspects of the compensation paid to

Page 10

employee directors, including our Chief Executive Officer and Chief Financial Officer, and we require that employees annually certify their agreement to abide by the policy.
The Code provides guidance 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 commitments 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.
The Code has been translated into multiple languages to facilitate readability and all employees receive a copy of the Code both at their date of hire and annually. The Code is also posted on our internal web pages for ease of access and is available in its entirety on our website at https://investor.coopercos.com/ethics-compliance.
Amendments to the Code, and any waivers of the Code granted to directors or executive officers, as defined by Rule 3b-7will be made available through our website. As of the Securities Exchange Actdate of 1934, as amended (the “Exchange Act”). Membersthis Proxy Statement, no waivers have been requested or granted, and adoption of the OCC arecurrent Code did not eligible to participateresult in any explicit or implicit waiver of our executive compensation programs.

The OCC also approves the composition of our peer group for comparative compensation review, approves all awards under our equity and non-equity incentive bonus plans, monitors our retirement programs, and has approval authority for agreements providing for the payment of benefits following a change in controlany provision of the Company. The OCC also oversees succession planning, diversityEthics & inclusion objectives, and management development programs designed to strengthen our internal pool of candidates for executive level positions and promote mentoring of senior level employees.

The Corporate Governance & Nominating Committee (the “CGNC”) develops, implements, and maintains the corporate governance standards by which we conduct business, and advises and makes recommendationsBusiness Conduct Policy in effect prior to the adoption of the Code.

Stock Trading Policy: Hedging & Pledging
We have implemented a Stock Trading Policy that applies to senior executives, including our Named Executive Officers and all members of the Board concerningof Directors. Under this Policy, trading in Company securities is prohibited except during specifically designated windows. Additionally, executives and members of the Board are prohibited from engaging in various trading practices which would suggest speculation in our primary governance policies. The CGNC meets withsecurities, including short sales, puts, calls, forward sales, equity swaps, or other hedging transactions. Our Policy does permit executives and members of the Chief Executive OfficerBoard to pledge securities as collateral, but only upon prior notice to, and senior corporate staff as it deems appropriate to fulfill its obligations with regard to our corporate governance standards. The CGNC also performsapproval from, the functions described under Director Nomination Process on page 4 and has oversight for our Company.
Environmental, Social and Governance (“ESG”) Initiatives
We believe that conducting business in a socially and environmentally responsible manner is important to our long-term success. Recognizing the impact that ESG matters have on our business, we are expanding existing initiatives and actively developing new projects to ensure sustainability and corporate responsibility remains a key focus of our business.
To ensure support and advancement of these initiatives, the CGNC has oversight responsibility for our overall ESG strategy under its charter. In this capacity, the CGNC has general oversight authority for our overall ESG strategy, but specific topics continue to be overseen by other committees as discussedappropriate, including cybersecurity oversight by the Audit Committee and human capital management review by the OCC. Additionally, our Board continues to have regular ESG discussions at its meetings.
We released our annual ESG Report in May 2023, and it can be found on our public website at https://www.coopercos.com/esg/. The report is designed to provide transparency regarding our ESG efforts, and we encourage you to read it for information regarding our ESG initiatives, activities in furtherance of

Page 11

our commitment to the United Nations Sustainable Development Goals, diversity and inclusion efforts, human capital management, and commitments to data privacy and security.
Highlights from the report include:
•We continue to partner with PlasticBank to provide net plastic-neutral contact lens products. This initiative prevented the equivalent of more detailthan 100 million plastic bottles reaching the ocean in 2022.
•The CooperVision distribution facility in New York obtained LEED/Breeam Certification, increasing the number of our certified facilities from 7 to 8.
•Through our environmental impact initiatives, we reduced our greenhouse gas emissions by 7% year over year. This reduction was supported by increased use of our new power plant facility in Puerto Rico and 100% renewable electricity sourcing at all key facilities in New York and the United Kingdom.
•We continued and expanded partnerships with non-profit organizations to expand access to eye exams, vision care, and vision correction, and expand access to reproductive healthcare and fertility treatment.
In addition to our ESG Report, additional information regarding our corporate responsibility initiatives can be found on page 9.

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our website at http://www.coopercos.com/corporate-responsibility.

Meetings

The BoardAlthough we encourage our stockholders to review the information in our ESG Report and its committees met as follows duringon our most recent fiscal year:

Number of Meetings  

Board of Directors

6

Audit Committee

7

Organization & Compensation Committee

6

Corporate Governance & Nominating Committee

4

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

Duringwebsite are not deemed filed with the 2021 fiscal year, each director attended all ofSEC and are not incorporated by reference into any filing by Cooper under the board meetings and meetings of committees on which the director served. Currently we do not maintain a formal policy regarding director attendance at the Annual Meeting. Due to COVID-19 limitations, Mr. White was the only director that attended the 2021 Annual Meeting.

Exchange Act.

Board of Directors’ Role in Risk Oversight

General

Our Board of Directors recognizes the importance of appropriate oversight of potential business risks in running a successful operation and meeting its fiduciary obligations to our business and our stockholders. While our management team has responsibility for the day-to-day assessment and management of potential business risks, the Board maintains responsibility for ensuring an appropriate culture of risk management and setting the proper “tone at the top.”

In this function, the Board, directly and through its committees, takes an active role in overseeinghas oversight responsibilities for our aggregate risk potentialmanagement process and in assistingunderstanding the steps taken by management with addressingto address specific risks, including competitive, legal, regulatory, operational, and financial risks.
Each committee of the Board also regularly reviewsassesses risks related to its area of focus in connection with execution of committee responsibilities. For this purpose, each committee has the ability to engage outside advisors as needed, regularly meets in executive session with key management personnel, and management’smaintains full access to management. The Board believes that delegation of certain responsibilities and oversight functions to its committees allows for more robust oversight process, utilizing the technical expertise and subject matter focus of the Board's individual committees.

Page 12

Enterprise Risk Management
To further strengthen risk oversight, we have adopted an enterprise risk management ("ERM") program led by a Risk Leadership Committee ("RLC") that includes our Chief Operating Officer, Chief Financial Officer, and our General Counsel.
The RLC is supported by a Global Risk Committee provides updatescomposed of senior business leaders tasked with providing periodic assessments of the key risks, mitigation activities, and trends related to their functional areas. These assessments are reviewed by the RLC and compiled into a formal report provided to the Audit Committee at least annually.
The ERM program combines with regular processes and communications throughout the Company, including between management and the Board and Audit Committee regarding keyBoard committees, to ensure business risks and management efforts to mitigate identified risks.

are addressed continually in a structured manner.

Cybersecurity Risks

The Audit Committee monitorshas oversight authority for our information security programs and receives updates at least quarterly from management on matters related to cybersecurity incidents. Our ITinformation technology (IT) leadership also provides a detailed, in-person update to the Audit Committee at least annually.
This update includes a discussion of significant threats to our systems, risk mitigation strategies, program assessments, planned improvements, and status of information security initiatives.

We have adopted the CIS Controls Framework to identify, prioritize, and measure our cybersecurity controls and defenses. Our information security program includes:

Policies and routine security awareness training,

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Identification and remediation of information security risks and vulnerabilities in our IT systems, including regular scanning of both internal and externally facing systems and annual third-party penetration testing,

Implementation of security technologies that are able to identify and assist in containing and remediating malware risks,

Active monitoring of logs and events for our network perimeter and internal systems,

Due diligence of information security programs for third-party vendors that handle sensitive data, and

Testing of incident response procedures.

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

Additional information regarding our cybersecurity program can be found in our 2023 Annual Report.

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:

•Oversight of executive compensation by an independent committee of the Board.

•Use of an independent compensation consultant and annual review of compensation against an appropriate peer group.
•The use of a combination of short- and long-term compensation programs to create a balanced mix of pay components for our executives,

executives.

•Capped bonus targets for annual incentives and equity grant guidelines to govern the size of grants.

•Equity ownership guidelines for our senior executives to strengthen the connection between executive and stockholder interests,

interests.

Capped bonus targets and a robust•A compensation recovery (“clawback”) policy to reduce the risk that executives would be motivated to maximize performance in a specific period over long-term goals,goals.

Page 13

•Double-trigger change-in-control provisions in agreements with our Named Executive Officers to prevent guaranteed payouts (see Potential Payments Upon Termination).
Additional information regarding our executive compensation program and

how financial performance is tied to the compensation of our NEOs can be found in the Compensation Discussion and Analysis.

•

Double-trigger change-in-control provisions in employment agreements with our NEOs to prevent guaranteed payouts (see Potential Payments on Termination on page 43).

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 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 candidates for executive leadership positions. The Committee provides oversight, input, and recommendations with regard toregarding the criteria to be used for identification of potential candidates for succession to leadership positions. The Committee also meets with individual members of management occasionally throughout the year to assess leadership development within the executive team.

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CORPORATE GOVERNANCE

Related Party Transactions
We have an ongoing commitmentreview all relationships and transactions in which the Company and our directors and executive officers, or their immediate family members, are participants. The Company’s legal and governance staff is primarily responsible for monitoring and obtaining information from the directors and executive officers with respect to good governancerelated party transactions and business practices. In furtherance of this commitment, we regularly monitor developmentsfor then determining, based on the facts and circumstances, whether the Company or a related party has a direct or indirect material interest in the area of corporate governance and review our policies and practicestransaction.
Management reports related party transactions to the Audit Committee in light of such developments. We seek to complyaccordance with the rules and regulations promulgated by the SECwritten policy and the NYSEAudit Committee reviews and implement other corporate governance practices we believeapproves (or ratifies) all transactions between the Company and related parties that are inrequired to be disclosed under SEC rules.
Under this policy, the best interestAudit Committee has deemed certain transactions to be pre-approved or ratified even if the aggregate amount involved exceeds thresholds that would otherwise require disclosure as follows:
•Compensation paid for service as executive officer of the Company, provided such compensation has been approved by the OCC and its stockholders.

the executive officer is not an immediate family member of another related party;
•Transactions involving the recovery of incentive-based compensation as required under any policy established by the Company for that purpose;
•Compensation for service as a non-employee director provided such compensation is required to be reported in the Company's proxy statement;
•Transactions where the related party’s only interest arises from the ownership of the Company’s common stock and all holders of the Company's common stock received the same benefit on a pro rata basis (such as payment of regular dividends or stock splits),
•Transactions between parent and subsidiary entities within the Company’s subsidiary structure, joint ventures, equity investments, and limited liability entities,
•Transactions where law or government authority regulate the rates or charges, and

In keeping with this commitment:

All membersPage 14


•Transactions involving services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.
KPMG, as our independent registered public accounting firm, reviews our controls around the identification and reporting of related party transactions as required by current accounting and auditing standards.
We have determined that there were no related party transactions requiring disclosure during the 2023 fiscal year.
Audit Matters
The Audit Committee’s primary responsibilities relate to the reliability and integrity of our accounting policies, financial reporting and financial disclosure practices, the maintenance of our system of internal accounting and financial controls, and the retention and termination of our independent registered public accounting firm (the “Independent Auditors”).
The Audit Committee assists the Board are independent, other than Mr. White (our Chief Executive Officer),

All membersin fulfilling its oversight responsibilities regarding: (i) the quality and integrity of the committeesCompany’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) review of our Board are independent,

Board members stand for re-election annuallypotential risk factors, (iv) the qualifications and our corporate Bylaws include a majority voting standard forindependence of the electionIndependent Auditors, and (v) the oversight and performance of our directors,

Our Bylaws include proxy access provisions,

The Board is active in oversight of risk and risk management,

We do not maintain a stockholder rights plan (“poison pill”), and

We are committed to corporate social responsibility and sustainability.

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, Social and Governance (“ESG”) Initiatives

We believe that conducting business in a socially and environmentally responsible manner is important to our long-term successCompany’s internal audit function and the future of our planet. Recognizing the significant impact that ESG issues have on our ability to achieve sustainable growth, we are expanding existing initiatives and actively developing new 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 charter. 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 byIndependent Auditors.

Additionally, the Audit Committee and human capital management review by the Organization & Compensation Committee. The role ofassists the Board and Committees iswith risk oversight, as 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 report for information regarding our ESG initiatives, activities in furtheranceabove, including review of our commitment to the United Nations Sustainable Development Goals, diversityenterprise risk management programs and inclusion effortsoversight of cybersecurity, treasury and human capital management,investment matters, and commitments to data privacy and security.

Page | 9

related party transactions.

Highlights from the report include:

We updated and relaunched our Code of Conduct in June 2021 – more information on the new Code of Conduct is included below and on our website.

Governance

•

Mr. White signed the CEO Action for Diversity & Inclusion™ Pledge.

We maintainThe Audit Committee operates under a Global Inclusion Council comprised of senior leaders to advance our culture of diversity and inclusion, and we launched three employee resource groups during fiscal 2021 for employees of African Descent, the Women’s Impact Network, and CooperPride.

We were certified as a Great Place to Work in the U.S. (for the fourth consecutive year) and recognized by Fortune as one of the Top 10 Best Large Workplaces in Manufacturing and Production in the U.S. for a second time.

•

Our clariti® 1 day contact lens product is the first net plastic neutral contact lens in the U.S..

•

We achieved LEED® Silver certification of our global manufacturing facility in Puerto Rico, one of six facilities that are LEED® or BREEAM® certified.

We are sourcing 100% renewable electricity in all key facilities in New York and the United Kingdom.

In addition to our ESG Report, additional information regarding our corporate responsibility initiativeswritten charter which can be found on our website at http://www.coopercos.com/corporate-responsibility.

Although we encourage our stockholdersinvestor.coopercos.com/corporate-governance. The Audit Committee regularly reviews its charter to review the information in our ESG Report and on our website, the contentsensure that it is meeting all relevant policy requirements of the reportSEC, the Public Company Accounting Oversight Board, and website are not deemed filed withNasdaq.

Member Qualifications
The Audit Committee had five members until our 2023 Annual Meeting of Stockholders and four members for the remainder of the 2023 fiscal year. Our Board determined that all five directors serving on the Audit Committee during the year were independent directors as required by the SEC and are not incorporated by reference into any filing by Cooper under the Exchange Act, including this Proxy Statement.

Corporate Governance Policies

Corporate Governance Principles

We maintain a set of Corporate Governance Principles which specify our standards for director qualifications, director responsibilities, Board committees, director access to our executive officers and employees, director orientation and continuing education, and performance evaluationseach of the Chief Executive OfficerNYSE and Nasdaq.

The Board further determined that all five members serving during the 2023 fiscal year met the financial literacy requirements of the NYSE and the financial sophistication requirements of Nasdaq. Additionally, both Ms. Lucchese and Ms. Madden were determined to meet the qualifications for an audit committee financial expert as defined by the SEC (as was former director, Jody S. Lindell, until her retirement as of the date of the 2023 Annual Meeting of Stockholders).
Mr. Kurzius was appointed to the Audit Committee after the start of the 2024 fiscal year. Prior to his appointment, the Board determined that Mr. Kurzius was independent as required by the SEC and its committees. Nasdaq. Since his appointment, the Board further determined that Mr. Kurzius meets the financial

Page 15

sophistication requirements of Nasdaq and the qualifications for an audit committee financial expert as defined by the SEC.
Internal Controls
The Principles also address compensationCompany has a full-time internal audit function that reports to the Audit Committee and stock ownership requirements for our Non-Employee Directors (discussed in more detail in the section on Director Compensation starting on page 45). The Principles are available in their entirety on our website at http://investor.coopercos.com/corporate-governance.

Code of Conduct

Our updated Code of Conduct was adopted in June 2021 and supersedes and replaces our former Ethics & Business Conduct Policy. We designed the Code of Conduct (the “Code”) to reflect current best practices, enhance and expand on the Company’s understanding of ethical business practices, elaborate on certain topics such as human rights, diversity, inclusion, and equality, and promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities.

We have designed the Code to provide guidance regarding compliance with laws, regulations, and Company policies and we regularly communicate with employees regarding the Code to ensure familiarity and awareness. The Code applies to all of our employees, executive officers, and non-employee directors, including our Chief Executive Officer and Chief Financial Officer, and we requireis responsible for, among other things, objectively reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal controls. To support this work, management has engaged Ernst & Young LLP to assist the Company’s internal audit team. The Audit Committee is responsible for oversight and performance of the Company’s internal audit function.

Independent Auditors
The Audit Committee is solely responsible for the appointment, compensation, retention, and termination of the Independent Auditors for the purpose of (i) preparing or issuing an audit report or related work, or (ii) performing other audit, review, or attest services for the Company.
Oversight
Oversight of the work of our Independent Auditors includes:
•Review and approval of the planned scope of our annual audit.
•Review of the Independent Auditors’ continued independence.
•Review and pre-approval of any audit and non-audit services that employees annually certify their agreement to abidemay be performed by our Independent Auditors.
•Review of the adequacy of our internal financial and disclosure controls with management and the Independent Auditors.
•Review of our critical accounting policies and the application of accounting principles.
•Reviewing the auditors’ report and critical audit matters presented by the policy.Independent Auditors.
•Monitoring the Independent Auditors’ rotation of partners on our audit engagement team as required by regulation.
The Independent Auditors report directly to the Audit Committee.
Appointment
The Audit Committee has appointed KPMG to serve as our Independent Auditors and to perform 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) (“PCAOB”). 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 reviews the independence and quality control procedures of KPMG and the experience and qualifications of KPMG senior personnel that are providing audit services to the Company at least annually. In conducting its review of KPMG, the Audit Committee considers:

Page | 10

16


•Historical and recent performance, including the results of an internal survey of KPMG’s service.
•Quality and professional reputation, utilizing the questionnaire published by the Center for Audit Quality.
•External data relating to audit quality and performance, including recent PCAOB reports on KPMG and its peer firms.
•The Code provides guidance for employees on multiple topics, including: (i) conflictsvalue of interest, (ii)KPMG’s services in relation to the protectionfees charged to the Company.
•KPMG’s tenure as our Independent Auditors and proper useits familiarity with our global operations and businesses, accounting policies and practices and internal control over financial reporting.
•KPMG’s capability and expertise in handling the breadth and complexity of Company assets, (iii) relationships with customers, suppliers, competitors, and associates, (iv) government relations and anti-corruption regulations, and (v)our worldwide operations.
•KPMG’s compliance with lawsthe partner rotation requirements established by the SEC.
•KPMG’s integrity and regulations, including lawsobjectivity.
•KPMG’s independence from the Company consistent with PCAOB Rules, and regulations relating to insider trading, equal employment opportunity, harassment,the impact that any relationships or services may have on the objectivity and healthindependence.
The Company also annually confirms with each of its directors 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. Employeesexecutive officers whether there are encouraged to report any conductrelationships that they believeare aware of with KPMG LLP that may impact the auditor independence evaluation.
Based on this evaluation, including the factors discussed above, the Audit Committee has concluded that KPMG is independent and believes it is in good faith to be an actual or apparent violationthe best interests of the Code.

Company and its stockholders to retain KPMG to serve as our Independent Auditors for the 2024 fiscal year.

The CodeAudit Committee has been translated into multiple languages to facilitate readability and allalso set clear hiring policies regarding the Company’s hiring of present or former employees receive a copy of the Code both at their date of hire and annually. The Code is also posted on our internal web pages for ease of access and is available in its entirety on our website at https://investor.coopercos.com/ethics-compliance.

Amendments to the Code, and any waivers from the Code granted to directors or executive officers, will be made available through our website. As of the date of this Proxy Statement, no waivers have been requested or granted, and adoption of the new Code did not result in any explicit or implicit waiver of any provision of the Ethics & Business Conduct Policy that was in effect prior to the adoption of the Code.

Stock Trading Policy: Hedging & Pledging

We have implemented a Stock Trading Policy that applies to senior executives, including our NEOs and all members of the Board of Directors. Under this Policy, trading in Company securities is prohibited except during specifically designated windows. Additionally, executives and members of the Board are prohibited from engaging in various trading practices which would suggest speculation in our securities, including short sales, puts, calls, forward sales, equity swaps, or other hedging transactions. Our policy does permit executives and members of the Board to pledge securities as collateral, but only upon prior notice to, and approval from, the Company.

KPMG.

Procedures for Handling Accounting Complaints

The Audit Committee has established procedures for receipt and handling of potential complaints we may receive regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential, anonymous submission by our employees of concerns regarding accounting or auditing matters. In furtherance of this goal, we have established a confidential reporting system managed by an independent third-party vendor through which employees may report concerns about our business practices. The reporting system provides both a telephone hotline and online reporting options in multiple languages.
Fees Paid to KPMG LLP
The Audit Committee or its Chair approved all audit services provided by KPMG for the fiscal year ended October 31, 2023 prior to the work being performed. The total fees paid or payable to KPMG for the last two fiscal years are as follows:

Related Party Transactions

We

Page 17

 Fiscal Year Ended
 October 31, 2023October 31, 2022
Audit Fees$6,090,050$5,290,720
Audit Related Fees$—$—
Tax Fees$19,500$20,000
All Other Fees$—$5,000
•Audit Fees include the audit of the Company’s annual financial statements, review all relationshipsof financial statements included in each of our Quarterly Reports on Form 10-Q and transactionsservices that are normally provided by KPMG in whichconnection with statutory and regulatory filings or engagements for those fiscal years. This category also includes audit related work for acquisitions and our ongoing adoption of new accounting standards.
•Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor.
•Tax Fees primarily relate to the preparation and review of federal, state, and international tax returns and assistance with tax audits.
•All Other Fees include assurance services not related to the audit or review of our financial statements.
Our Audit Committee determined that the rendering of non-audit services by KPMG was compatible with maintaining the independence of KPMG.
Audit Committee Pre-Approval Procedures
Under its charter, the Audit Committee must pre-approve the engagement of, and fees incurred by, KPMG LLP to perform audit and other services for the Company and our directors and executive officers or their immediate family members are participants. The Company’s legal and governance staff is primarily responsible for monitoring and obtaining information from the directors and executive officers with respect to related party transactions and for then determining, based on the facts and circumstances, whether the Company or a related party has a direct or indirect material interest in the transaction.

Page | 11

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:

Compensation paid for service as a Non-Employee Director or executive officer of the Company,

Transactions with other companies where the related person’s only relationship is as a director and/or beneficial owner of less than 10% of that company’s equity interests,

Transactions where the related person’s only interest arises from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis (such as payment of regular dividends or stock splits),

Transactions between parent and subsidiary entities within the Company’s subsidiary structure, joint ventures, equity investments, and limited liability entities,

Transactions where the rates or charges are regulated by law or government authority, and

Transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

KPMG LLP, as our independent registered public accounting firm, reviews our controls around the identification and reporting of related party transactions as required by current accounting and auditing standards.

We have determined that there were no material related party transactions during the 2021 fiscal year.

Page | 12

OWNERSHIP OF THE COMPANY

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.

Name & Address of Beneficial Owner  Aggregate #
of Shares Beneficially Held		   

Percentage

        of Shares        

The Vanguard Group, Inc. (1)

100 Vanguard Blvd.

Malvern, PA 19355

   5,556,008    11.310% 

T. Rowe Price Associates, Inc. (2)

100 E. Pratt Street

Baltimore, MD 21202

   3,949,277    8.000% 

BlackRock, Inc. (3)

55 East 52nd Street

New York, NY 10022

   3,854,015    7.800% 

Generation Investment Management (4)

20 Air Street, 7th Floor

London, United Kingdom W1B 5AN

   3,107,403    6.300% 
    

(1)

Based on information disclosed in a Schedule 13G/A filed by The Vanguard Group, Inc. on February 8, 2021. The Vanguard Group beneficially owns and has the sole power to dispose of or direct the disposition of 5,336,706 of these shares and has the shared power to dispose of or direct the disposition of 219,302 of these shares and has the shared power to vote 83,869 of these shares.

(2)

Based on information disclosed in a Schedule 13G/A filed by T. Rowe Price Associates, Inc. on February 16, 2021. T. Rowe Price Associates beneficially owns and has the sole power to dispose of or direct the disposition of all 3,949,277 of these shares and has the sole power to vote or to direct the vote of 1,376,877 of these shares.

(3)

Based on information disclosed in a Schedule 13G/A filed by BlackRock, Inc. on January 28, 2021. BlackRock, Inc., directly and through its subsidiaries, beneficially owns, and has the sole power to dispose of or direct the disposition of all 3,854,015 of these shares and has the sole power to vote or direct the vote of 3,350,017 of these shares.

(4)

Based on information disclosed in a Schedule 13G filed jointly by Generation Investment Management LLP (“GIM”), Generation Investment Management US LLP (“GIM US”), Generation IM Fund PLC (“GIM Fund”), and Generation IM Global Equity Fund LLC (“GIM Global”) on February 14, 2021. Based on the information disclosed in the filed Schedule 13G/A:

a.

GIM beneficially owns 1,528,921 shares, comprising 3.1% ownership, and has the sole power to dispose of or direct the disposition of 11,205 of these shares and the shared power to dispose of or direct the disposition of 1,517,716 of these shares. GIM has the sole power to vote or to direct the vote of 11,205 of these shares and the shared power to vote or direct the vote of 1,517,716 of these shares.

b.

GIM US beneficially owns 743,643 shares, comprising 1.5% ownership, and has the shared power to dispose of or direct the disposition of all 743,643 of these shares and the shared power to vote or to direct the vote of all 743,643 of these shares.

c.

GIM Fund beneficially owns 449,403 shares, comprising 0.9% ownership, and has the shared power to dispose of or direct the disposition of all 449,403 of these shares and the shared power to vote or direct the vote of all 449,403 of these shares.

d.

GIM Global beneficially owns 385,436 shares, comprising 0.8% ownership, and has the shared power to dispose of or direct the disposition of all 385,436 of these shares and the shared power to vote or direct the vote of all 385,436 of these shares.

Page | 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.

 

 

  

Common Stock Beneficially
Owned as of  January 20, 2022

  

 

Name of Beneficial Owner  Number
of Shares		   Percentage
of Shares		  

 

Brian G. Andrews (1)

   37,618   * 

 

Colleen E. Jay (2)

   6,413   * 

 

William A. Kozy (3)

   6,683   * 

 

Jody S. Lindell (4)

   28,884   * 

 

Teresa S. Madden

   356   * 

 

Daniel G. McBride (5)

   133,261   * 

 

Gary S. Petersmeyer (6)

   4,536   * 

 

Agostino Ricupati (7)

   16,117   * 

 

Maria Rivas, M.D.

   -   * 

 

Holly R. Sheffield (8)

   32,700   * 

 

Robert S. Weiss (9)

   321,247   * 

 

Albert G. White III (10)

   227,139   * 

 

All current directors and executive officers as a group
(13 persons)

   817,151   1.7% 

 

*

Less than 1% ownership.

(1)

Includes 34,223 shares which Mr. Andrews could acquire upon the exercise of currently exercisable stock options.

(2)

Includes 1,766 shares which Ms. Jay could acquire upon the exercise of currently exercisable stock options.

(3)

Includes 1,766 shares which Mr. Kozy could acquire upon the exercise of currently exercisable stock options.

(4)

Includes 9,091 shares which Ms. Lindell could acquire upon the exercise of currently available stock options; all of Ms. Lindell’s exercisable options are held by estate planning trusts in which Ms. Lindell maintains 50% or greater control.

(5)

Includes 99,026 shares which Mr. McBride could acquire upon the exercise of currently exercisable stock options.

(6)

Includes 3,064 shares which Mr. Petersmeyer could acquire upon the exercise of currently available stock options; all of these exercisable options are held by an estate planning trust in which Mr. Petersmeyer maintains 50% or greater control.

(7)

Includes 14,578 shares which Mr. Ricupati could acquire upon the exercise of currently exercisable stock options.

(8)

Includes 28,398 shares which Ms. Sheffield could acquire upon the exercise of currently exercisable stock options.

(9)

Includes 178,177 shares which Mr. Weiss could acquire upon the exercise of currently exercisable stock options.

(10)

Includes 185,709 shares which Mr. White could acquire upon the exercise of currently exercisable stock options.

Page | 14

REPORT OF THE AUDIT COMMITTEE

its subsidiaries. The Audit Committee operates undermaintains a written charter adoptedPre-Approval Policy for this purpose.

The Pre-Approval Policy designates the services which may be performed by the Boardindependent auditors and provides for advance approval of services and fees, consistent with SEC regulations regarding pre-approval of services. In some cases, pre-approval for a particular category or group of services and related fees may be provided by the Audit Committee for up to a year, subject to annually approved budget limits and regular management reporting. Management recommendations are considered in December 2003connection with such engagements, but management has no authority to approve engagements.
In determining whether to grant pre-approval, the Audit Committee considers non-audit fees incurred to date as a percentage of total annual fees paid to KPMG LLP and most recently amended in March 2017.the potential impact of KPMG LLP performing such services on auditor independence, including (i) whether the services are permitted under the rules and recommendations of the PCAOB, the American Institute of Certified Public Accountants, and Nasdaq, (ii) whether the proposed services are permitted under Cooper’s policies, and (iii) whether the proposed services are consistent with the principles of the SEC’s auditor independence rules. The Audit Committee’s charter is available in its entirety on our website at http://investor.coopercos.com/corporate-governance.

Our Board hasCommittee considered and determined that all membersfees for services other than audit and audit-related services paid to KPMG LLP during fiscal year 2023 are compatible with maintaining KPMG LLP’s independence.

Page 18

The Chair of the Audit Committee also has the delegated authority to pre-approve, on behalf of the full Audit Committee, engagements for additional services and associated fees estimated to be below $150,000, provided that any such pre-approvals are independent directorsreported to the Audit Committee at least quarterly.
The Pre-Approval Policy also designates certain prohibited services for which the Company will not retain the Independent Auditors.
Report of the Audit Committee
The information contained in this report shall not be deemed filed with the SEC and are financially literate as requiredis not incorporated by reference into any filing by Cooper under the NYSE. Our Board has also determined that Ms. LindellExchange Act.

During fiscal year 2023, the Audit Committee reviewed and Ms. Madden each meetdiscussed with management the qualifications of an audit committee financial expert as defined by the SEC.

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

The reliability and integrity ofprocedures associated with our accounting policies and financial reporting and financial disclosure practices,

Establishment and maintenance of processes by management to assure that an adequate and effective systemassessment of internal controls exists withinover financial reporting, including management’s assessment of the Company, and

effectiveness of such controls.

Engagement, retention, and termination of our independent registered public accounting firm.

The Audit Committee provides advice with respect to our financial matters and assists the Board in fulfilling its oversight responsibilities regarding: (i)also reviewed the quality and integrity of ourthe Company’s consolidated financial statements, (ii) ourits compliance with legal and regulatory requirements, (iii) review of our potential risk factors, (iv) the qualifications and 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,KPMG, and (vii) review of our internal controls and risk management procedures.

other significant financial matters.

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

Management is responsible for our internal controls and financial reporting 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 our 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. 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 7telephonic and/or videoconference meetings, during the 20212023 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.

year.

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended October 31, 20212023 with management and KPMG, and management represented to the Audit Committee that our 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 BoardPCAOB Auditing Standard No. 1301 “Communication“Communication with Audit Committees.”

The Audit Committee also reviewedCommittees” and discussed with KPMG, Internal Audit, and management the processes and procedures associated with our assessment of internal controls over financial reporting, including management’s assessment of such controls.

The Audit Committee maintains policies and procedures for the pre-approval of work performed by KPMG. Under its charter, the Audit Committee must approve all engagements in advance. All engagements with estimated fees above $150,000 require consideration and approval by the full Audit Committee. The Chair of the Audit Committee has the authority to approve on behalf of the full Audit Committee all engagements with fees estimated to be below $150,000. Management recommendations are considered in connection with such engagements, but management has no authority to approve engagements.

In the 2021 fiscal year, the Audit Committee received both the written disclosures and the letter from KPMG that are mandated by applicable requirements regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and the Audit Committee discussed KPMG’s independence from the Company with the lead engagement partner. The Audit Committee or its Chair approved all audit services provided by KPMG for the fiscal year ended October 31, 2021 prior to the work being performed. The total fees paid or payable to KPMG for the last two fiscal years are as follows:

 

 

  Fiscal Year Ended
 

 

  October 31, 2021  October 31, 2020    

Audit Fees

  $4,552,450  $4,120,350

Audit Related Fees

  $-0-  $-0-

Tax Fees

  $6,000  $-0-

All Other Fees (1)

  $-0-
  $2,500
(1)

Amounts in “All Other Fees” represent amounts paid for miscellaneous non-audit service provided by KPMG.

Based on the Audit Committee’sreview and discussions with KPMG, Internal Audit, and management, the Audit Committee’s review of the representations of management, the certifications of the Chief Executive Officer and Chief Financial Officer, and the written disclosures and the letter from KPMG to the Audit Committee,noted above, the Audit Committee recommended to the Board that ourthe Company’s audited consolidated financial statements be included in ourits Annual Report on Form 10-K for the fiscal year ended October 31, 2021 for filing2023 and be filed with the SEC.

THE


AUDIT COMMITTEE

Teresa S. Madden (Chair)

Lawrence E. Kurzius
Jody S. Lindell (Former Chair)

Member)

Cynthia L. Lucchese
Gary S. Petersmeyer
Maria Rivas, M.D.

Gary S. Petersmeyer

Page | 16

19


OWNERSHIP OF THE COMPANY
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 and reflects information reported on the most recently filed Schedule 13G for each of the listed securityholders.
 Name & Address of Beneficial OwnerAggregate # of Shares Beneficially Held
Percentage
of Shares
The Vanguard Group, Inc. (1)
100 Vanguard Blvd.
Malvern, PA 19355 
5,583,12411.31%
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10022 
4,357,7428.80%
T. Rowe Price Investment Management, Inc. (3)
100 E. Pratt Street
Baltimore, MD 21202
2,473,4145.00%
(1)Based on information disclosed in a Schedule 13G/A filed by The Vanguard Group, Inc. on February 9, 2023 regarding ownership as of December 31, 2022. The Vanguard Group beneficially owns and has the sole power to dispose of or direct the disposition of 5,381,387 of these shares and has the shared power to dispose of or direct the disposition of 201,737 of these shares and has the shared power to vote 68,203 of these shares.
(2)Based on information disclosed in a Schedule 13G/A filed by BlackRock, Inc. on January 5, 2024 regarding ownership as of December 31, 2023. BlackRock, Inc., directly and through its subsidiaries, beneficially owns, and has the sole power to dispose of or direct the disposition of all 4,357,742 of these shares and has the sole power to vote or direct the vote of 4,024,774 of these shares.
(3)Based on information disclosed in a Schedule 13G filed by T. Rowe Price Investment Management, Inc. on February 14, 2023 regarding ownership as of December 31, 2022. T. Rowe Price Associates beneficially owns and has the sole power to dispose of or direct the disposition of all 2,473,414 of these shares and has the sole power to vote or to direct the vote of 983,996 of these shares.

EXECUTIVE OFFICERS OF THE COMPANY

Page 20

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

Common Stock Beneficially
Owned as of Dec. 31, 2023
Name of Beneficial OwnerNumber of SharesPercentage of Shares
Brian G. Andrews (1)
70,522*
Colleen E. Jay (2) 
7,743*
William A. Kozy (3)
8,080*
Lawrence E. Kurzius—*
Cynthia L. Lucchese512*
Teresa S. Madden1,686*
Daniel G. McBride (4) 
177,827*
Gary S. Petersmeyer (5) 
4,446*
Maria Rivas, M.D.1,132*
Holly R. Sheffield (6) 
70,412*
Gerard H. Warner III (7)
14,645*
Robert S. Weiss (8) 
204,855*
Albert G. White III (9) 
398,033*
All current directors and executive officers as a group (15 persons)986,9662.0%
*    Less than 1% ownership.
(1)Includes 66,227 shares which Mr. Andrews could acquire upon the exercise of currently exercisable stock options and 723 shares underlying RSUs vesting on or before February 29, 2024.
(2)Includes 1,766 shares which Ms. Jay could acquire upon the exercise of currently exercisable stock options.
(3)Includes 1,766 shares which Mr. Kozy could acquire upon the exercise of currently exercisable stock options.
(4)Includes 142,715 shares which Mr. McBride could acquire upon the exercise of currently exercisable stock options and 1,042 shares underlying RSUs vesting on or before February 29, 2024. Also includes 23,624 shares held by an estate planning trust in which Mr. McBride maintains 50% or greater control.
(5)Includes 1,782 shares which Mr. Petersmeyer could acquire upon the exercise of currently available stock options and 2,447 share held by an estate planning trust in which Mr. Petersmeyer maintains 50% or greater control.
(6)Includes 63,434 shares which Ms. Sheffield could acquire upon the exercise of currently exercisable stock options and 986 shares underlying RSUs vesting on or before February 29, 2024.
(7)Includes 10,617 shares which Mr. Warner could acquire upon the exercise of currently exercisable stock options and 2,738 shares underlying RSUs vesting on or before February 29, 2024.
(8)Includes 60,322 shares which Mr. Weiss could acquire upon the exercise of currently exercisable stock options. Also includes 73,840 shares held by an estate planning trust in which Mr. Weiss maintains 50% or greater control.
(9)Includes 356,603 shares which Mr. White could acquire upon the exercise of currently exercisable stock options.

Page 21

EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is information regarding our executive officers who are not also directors, as of February 1, 2022.

2024 (other than our CEO, who is also a director and whose information appears below with information regarding our Nominees for election as director).
Daniel G. McBrideAge: 59

DANIEL G. MCBRIDE

Age: 57

Executive Vice President & Chief Operating Officer

Mr. McBride has served as Executive Vice President and Chief Operating Officer since November 2013. He also served as interim General Counsel and Secretary from March 2022 through July 2022. He previously served as President of CooperVision, our contact lens business, from February 2014 through February 2022, as our Chief Risk Officer from July 2011 through October 2013, as our General Counsel from November 2007 through January 2014, and as Vice President from July 2006 through October 2013. He served as Senior Counsel from February 2005 through November 2007. Prior to joining Cooper, Mr. McBride was an attorney with Latham & Watkins LLP from October 1998 to February 2005, concentrating on mergers and acquisitions and corporate finance matters.
Mr. McBride serves on the board of Optometry Giving Sight, a private charity organization dedicated to ending preventable vision impairment and blindness around the world. He holds a B.S. in Finance from Santa Clara University and a J.D. from Stanford Law School.
Brian G. AndrewsAge: 45

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 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.

BRIAN G. ANDREWS

Age: 43

Executive Vice President, Chief Financial Officer & Treasurer

Mr. Andrews has served as Executive Vice President, Chief Financial Officer & Treasurer since December 2020. He previously served as our Senior Vice President, Chief Financial Officer & Treasurer from May 2018, and as Treasurer since January 2013 and Vice President since November 2014. He also served as Vice President, Global Logistics and Service for CooperSurgical, a position he held from June 2017 to May 2018. Mr. Andrews previously served as Assistant Treasurer for the Company from April 2006 to December 2012. Prior to joining Cooper, he held various corporate and investment banking positions at KeyBanc Capital Markets from 2002 to 2006 and at ING Barings from 2000 to 2001.
Mr. Andrews holds a B.A. in Economics from Columbia University.
Holly R. SheffieldAge: 53

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.

HOLLY R. SHEFFIELD

Age: 51

President, CooperSurgical, Inc.

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

Page 22

Ms. Sheffield also serves on the board of AdvaMed, an American medical device trade association. She received a B.S. from Cornell University and an M.B.A. from Columbia Business School.
Gerard H. Warner IIIAge: 59
President, CooperVision, Inc.
Mr. Warner has served as President, CooperVision, Inc. from February 2022. He previously served as Executive Vice President, Americas & Global Commercial Functions of CooperVision from April 2019 to January 2022 and as President, Americas from May 2015 to March 2019. Mr. Warner served in various other Vice President and Senior Vice President positions with CooperVision from May 2012 through April 2015. Prior to joining CooperVision, Mr. Warner spent 17 years at Bausch + Lomb in a variety of marketing and management roles.
Mr. Warner also serves on the board of The Vision Council, a nonprofit trade association for manufacturers and suppliers of the optical industry in the United States. He earned a B.S. in Business Administration in Marketing from Villanova University and an M.B.A. from The Simon School of Business, University of Rochester.
Nicholas S. KhadderAge: 50

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

Page | 17

MARK J. DRURY

Age: 46

Vice President, General Counsel & Secretary

Mr. Khadder has served as Vice President, General Counsel & Secretary since August 2022. He previously served as general counsel of Standard BioTools, Inc. (formerly Fluidigm Corporation) from June 2016 to July 2022. From 2010 to June 2016, he held various positions at Amyris, Inc., including general counsel and corporate secretary from 2013 to June 2016. Previously, he served in senior corporate counsel roles at LeapFrog Enterprises, Inc. from August 2008 to September 2010, and at Protiviti Inc. (a subsidiary of Robert Half International Inc.) from June 2005 to July 2008. Mr. Khadder started his legal career as a corporate attorney at Fenwick & West LLP from October 1998 to May 2005.
Mr. Khadder holds an A.B. in English from the University of California, Berkeley and a J.D. from the University of California, Berkeley, School of Law.
Agostino RicupatiAge: 57

Mr. Drury has served as Vice President, General Counsel & Secretary since February 2020. He previously served as Deputy General Counsel from August 2019 to February 2020, and as Assistant General Counsel from February 2014 through July 2019. He also served CooperVision as Senior Counsel from November 2012 through January 2014, and as Corporate Counsel from January 2011 through October 2012. Prior to joining CooperVision, Mr. Drury was an associate at Latham & Watkins LLP from 2005 to 2010, focusing on mergers and acquisitions, corporate finance, public company reporting and corporate governance matters. He holds a B.A. in Economics from the University of California at Los Angeles and both an M.B.A. and a J.D. from the University of California at Berkeley.

AGOSTINO RICUPATI

Age: 55

Senior Vice President, Finance & Tax / Chief Accounting Officer

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

Page 23

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.

COMPENSATION DISCUSSION AND ANALYSIS

GERARD (“JERRY”) H. WARNER III

Age: 57

President, CooperVision, Inc.

Mr. Warner has served as President, CooperVision, Inc. from February 2022. He previously served as Executive Vice President, Americas & Global Commercial Functions of CooperVision from April 2019 to January 2022 and as President, Americas from May 2015 to March 2019. Mr. Warner served in various other Vice President and Senior Vice President positions with CooperVision from May 2012 through April 2015. Prior to joining CooperVision, Mr. Warner spent 17 years at Bausch + Lomb in a variety of marketing and management roles. Mr. Warner earned a Bachelor of Science – Business Administration in Marketing from Villanova University and an MBA from The Simon School of Business – University of Rochester.

Page | 18

COMPENSATION DISCUSSION AND ANALYSIS

Fiscal 2021 Performance - The Year in Review20

Fiscal 2021 Compensation Highlights

21

Fiscal 2021 Incentive Payout Plan (“IPP”) Result

22

Response to 2021 Say-on-Pay Vote

23

Compensation Governance

24

Compensation Objectives / Pay for Performance

25

Use of Compensation Consultants

26

Role of Management

26

Compensation Peer Group

26

Compensation Decision-Making

27

Executive Compensation

28

Base Salaries

28

Annual Cash Incentives – 2021 Incentive Payment Plan (“IPP”)

28

Long-Term Incentive Compensation

33

Employee Benefits & Perquisites

35

Executive Employment Agreements

35

Stock Ownership Guidelines

35

Tax Deductibility of Compensation

36

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and the compensation decisions made by the Organization & Compensation Committee (“OCC”) with regardOCC related to the compensation of our CEO, CFOChief Executive Officer, Chief Financial Officer, and our three other most highly compensated persons serving as executive officers serving as of October 31, 20212023 (collectively, our named executive officers,Named Executive Officers, or NEOs)“NEOs”) in the following roles:

NameTitle
  NameTitle

Albert G. White III

President & Chief Executive Officer

Brian G. Andrews

Executive Vice President, Chief Financial Officer & Treasurer

Daniel G. McBride

Executive Vice President & Chief Operating Officer /
Holly R. SheffieldPresident, CooperSurgical, Inc.
Gerard H. Warner IIIPresident, CooperVision, Inc.

Holly R. Sheffield

President, CooperSurgical, Inc.

Agostino Ricupati

Senior Vice President, Finance & Tax / Chief Accounting Officer

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Fiscal 20212023 Performance - The Year in Review

Fiscal 20212023 was an outstanding year for Cooper as we continued successfully executing on our long-term strategic objectives, including gaining market share, driving profitability, launching innovative products and services, and maintaining a fantastic culture. We posted record revenues of $3.59 billion, up 9% from prior year and 11% in constant currency, with CooperVision posting record revenues of $2.42 billion, up 8% from prior year and 11% in constant currency, and CooperSurgical posting record revenues of $1.17 billion, up 10% from prior year and 11% in constant currency. Major geopolitical events and risks presented notable headwinds for the year, but we successfully managed these challenges, including coping with inflation, ongoing supply chain difficulties, heightened foreign exchange volatility, and higher interest rates. With this performance, our stock price appreciated 14% in fiscal 2023.
Within our business units, CooperVision’s record revenue performance included reporting an eleventh consecutive quarter of double-digit organic revenue growth to end the fiscal year. This led to market share gains and the strengthening of the company’s number two market share position in the global contact lens market in revenues, while becoming the leading global company in terms of wearers (based on internal estimates). CooperVision experienced global success with all geographic regions posting robust growth, and throughout its product portfolio, led by its silicone hydrogel portfolio of contact lenses. Product highlights included strong sales of daily silicone hydrogel lenses, led by MyDay®, continuing robust growth in the myopia management business, led by MiSight®, and ongoing success from the broad Biofinity portfolio of monthly silicone hydrogel lenses.
CooperSurgical’s record annual revenues included its fertility business closing the year on a very strong year for Cooper despitenote, with its twelfth consecutive quarter of double-digit organic revenue growth. In addition to the ongoing impacts of the COVID-19 pandemic. We were able to gainstrong growth in fertility, CooperSurgical achieved market share gains around the world and deliver strongthroughout its product portfolio driven by a wide array of market-leading products and services. CooperSurgical’s medical device operations also managed through significant supply chain challenges and reported record revenues.
During the 2023 fiscal year, we also continued investing heavily in key areas for both CooperVision and CooperSurgical. We expanded our manufacturing footprints, improved distribution capabilities, and completed significant IT projects, all of which supported record revenues and position us well for continued growth. We completed important integration activity, including transitioning our specialty

Page 24

lens care business into the core CooperVision franchise and advancing/completing numerous integration projects within CooperSurgical regarding our prior acquisition of Generate Life Sciences. We also invested considerable efforts enhancing our employee training and development activities.
Our results startingfor fiscal 2023 reflect the continuation of a multiyear effort to drive stronger sustainable, organic growth by investing in our people and our infrastructure including strengthening our supply chain management, sales and marketing teams, and research and development efforts to support continuing launches of new and innovative products. This investment activity resulted in a very successful 2023 and puts us in an excellent position entering fiscal 2024, and well into the future.
2023 Financial Highlights
Budget Target
FY2023 Results
(Constant Currency) (1)
FY2023 Results
Change YoY
(Constant Currency) (2)
Revenue:
$3.51 billion$3.60 billion$3.59 billion
11%
CooperVision:$2.36 billion$2.43 billion$2.42 billion
11%
CooperSurgical:$1.15 billion$1.17 billion$1.17 billion
11%
Non-GAAP EPS: (3)
$12.34$13.02$12.81
3%
Stock Price (10/31/2023):

$311.75
14%
(1)Constant currency results used for consideration of achievement for annual cash incentive compensation reflect adjustments to foreign exchange rate used in connection with our annual budget.
(2)The impact of currency rates on our fiscal 2023 results is discussed in detail in the first quarterConsolidated Financial Statements and continuingother disclosures included in our 2023 Annual Report.
(3)For a reconciliation between GAAP and non-GAAP measures, see the “Reconciliation of Non-GAAP Financial Measures” section of this Proxy Statement.

Key highlights and accomplishments for fiscal 2023 include:
•CooperVision continued gaining market share reaching record levels in revenue dollars and wearers. CooperVision is the #2 contact lens company based on revenue share and our internal estimates rank us as the #1 contact lens company in number of wearers.
•CooperVision continued launching new products and expanding existing product lines.
◦MyDay® Energys contact lenses were launched in the United States. These lenses are specifically designed for today's digital lifestyle and were voted the most innovative product of 2023 by U.S. eye care practitioners.
◦Other MyDay® contact lenses, including MyDay® multi-focal and MyDay® expanded toric parameters, were launched in new markets around the world.
•CooperVision substantially grew its myopia management business with MiSight® reporting strong growth in markets around the world.
•CooperVision’s ongoing advocacy for myopia management supported the adoption of standard of care guidelines by professional associations, including the European Society of Ophthalmology and the World Society of Pediatric Ophthalmology and Strabismus.
•CooperVision acquired the specialty lens business SynergEyes, Inc.
•CooperSurgical reported strong gains in its fertility business across all regions and throughout its product portfolio, increasing its global market share.

Page 25

◦Fertility also expanded its global leading training programs through the year, with both our increasing Centers of Excellence activity.
•CooperSurgical continued improving supply chain management within its medical device business driving record revenues in that business.
•CooperVision and CooperSurgical businesses posting robust recoveries as medical professional offices reopened. There was ongoing impact from the continuing pandemiceach progressed multiple infrastructure projects, including:
◦Expanding manufacturing, distribution, and related restrictions, that affectedpackaging capacity by adding new lines and improving existing lines.
◦Expanding global facility footprints within manufacturing, distribution, and packaging.
◦Completing various IT system implementations, including key ERP implementation projects in both divisions.
•On a global basis, throughout our business, globally, but overall we hadinvested in organizational development and succession planning through various organizational projects to improve efficiency and support leadership training. This included expanding our employee development programs throughout the organization, including:
◦The addition of 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  LOGO  20%    
  

CooperVision:

  $2.032 billion  $2.152 billion  LOGO  17%    
  

CooperSurgical:

  $685 million  $770.5 million  LOGO  31%    
  

Non-GAAP (1) EPS:

  $12.10  $13.24  LOGO  37%    
  

Stock Price (10/29/2021):

   

 

  $416.92  LOGO  31%    
          
(1)

For a reconciliation between GAAP and non-GAAP measures, see the “Reconciliation of Non-GAAP Financial Measures” section of this Proxy Statement.

In additionMind & Body Well-being employee resource group (“ERG”) to our existing ERG programs providing resources to a robust recoveryvariety of areas, including better access to mental health support.

◦Launching new Inclusion & Diversity initiatives to support development of employees from underrepresented groups.
◦Implementing tools to improve talent review and succession planning across all levels of the COVID-19 pandemicorganization.
•We also continued development of our ESG initiatives, as detailed in our ESG Report (which can be found on our website at https://www.coopercos.com/esg/). We encourage you to read the report for information regarding our ESG initiatives, including our continued efforts to reduce our reliance on fossil fuels and record financial results, we were ableinitiatives to progress a number of key product launches and other initiatives during the 2021 fiscal year, including:

•

CooperVision obtained regulatory clearance to launch clariti™ contact lenses in Japan and continued launching the MyDay® product in markets globally, including the launch of a new MyDay® multi-focal lens offering,

•

CooperVision acquired SightGlass Vision, Inc., adding glasses to our portfolio of myopia management products, and announced an agreement to form a joint venture with EssilorLuxxotica to commercialize the SightGlass product,

•

CooperVision received clearance for the MiSight® contact lens product in China in August 2021 and entered into an exclusive distribution agreement with Essilor to market MiSight in China starting in early fiscal 2022,

•

CooperSurgical completed several strategic acquisitions, including the acquisition of Aegea Medical, obp Medical Corporation and Safe Obstetric Systems, and in early fiscal 2022 completed the acquisition of Generate Life Sciences which will significantly expand the fertility business,

•

Numerous infrastructure improvements started in fiscal 2020 were continued in fiscal 2021, including:

○

Expansion of manufacturing and distribution capacity at key facilities,

○

Development of an autonomous power grid for our CooperVision facility in Puerto Rico, and

○

Continued expansion of CooperSurgical’s manufacturing facility in Costa Rica,

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reduce plastic waste.

•

We achieved strong cash flow for the year, allowing us to continue to reduce debt and improve our leverage ratio from 2.15x to 1.38x by the end of fiscal 2021,

•

We continued development of our initiatives related to environmental, social, and governance (“ESG”) goals, including launch of our inaugural ESG Report which can be found on our website at https://www.coopercos.com/esg-report-2020/. We encourage you to read the report for information regarding our ESG initiatives, activities in furtherance of our commitment to the United Nations Sustainable Development Goals, diversity and inclusion efforts and human capital management, and commitments to data privacy and security.

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,Overall, we are proud of theour successes achieved during the 20212023 fiscal year and theour momentum we are carrying intoentering fiscal 2022.2024. The OCC took these efforts, and the resulting achievements, into consideration with regard toin its executive compensation decisions for both fiscal 2021 and fiscal 2022.2023.


5 Year Trends
trends_revenue(HD).jpg

LOGO

Page 26

5 Year Trends
trends_eps(HD).jpg
trends_price(HD).jpg

Fiscal 20212023 Compensation Highlights

Our Fiscal 2021 executive compensation program wasis designed to support our business and compensation objectives, and to reinforce our strong pay-for-performance culture. During fiscal 2021, we maintained an emphasis on culture through performance-based compensation throughthat rewards achievement of our financial goals inand positive stockholder outcomes. In fiscal 2023, our 2021NEOs were eligible for a combination of annual cash bonuses under our 2023 Incentive Payment Plan (“(the “2023 IPP”) and use of

Page | 21

long-term performance-based equity grantedincentives provided as a combination of performance-based awards, granted as performance share awards ("PSUs"), and time-vested stock options andand/or 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%units (“RSUs”)

Approximately 92% of Mr. White’s target total direct compensation for fiscal 2023 was tied to financial and stockholder return outcomes. Hisoutcomes, including 50% of total equity awards were 100% performance-based, including stock options, with 50%award value granted in the form of performance share awards vesting basedPSUs which only vest on achievement of financial gainsperformance over a three yearthree-year period. Approximately 81%84% of our other NEO’s target total direct compensation for our other NEOs (on average) was tied to financial andand/or stockholder return outcomes.


LOGO

Page 27

Target Total Compensation
Fiscal 2023
paymix_CEO(HD).jpg
paymix_AvgNEO(HD).jpg
* “All Other Compensation”Compensation,” as discussed in footnote 4 to the Summary Compensation Table 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.

NEOs.



Fiscal 2021 Incentive Payout Plan (“IPP”) Result

The 20212023 Incentive Payment Plan (“2021 IPP”) followed the design of prior year plans, with 75% of target bonuses dependentResult

The 2023 IPP provides for annual cash incentives on achievement of designated quantitative financial metrics, representing 75% of the target bonus opportunity, and non-financial goals, representing 25% of the target bonus opportunity.
The quantitative financial metrics selected for the 2023 IPP were revenue, and either non-GAAP EPS for the Company or operating income for CooperVision or CooperSurgical. All metrics are measured on a constant currency basis. Non-financial goals selected for the 2023 IPP included operational, organizational, and business goals not explicitly reflected in the quantitative financial metrics. As noted above, we endedThese non-financial goals generally aligned with the year with robust results well in excess ofobjectives approved by the goals we setBoard for Mr. White at the beginning of the fiscal year resulting in total potential payout under the 2021 IPP ranging from 161% to 170%and determination of target, when including the discretionary component earned at 100% of target. This outcome included revenue performance that exceeded the level required for maximum payoutNEO achievement was dependent on the quantitative portionOCC’s assessment of executive performance against the designated goals.
On review of the bonus.

In considering these potential bonus payments underfiscal 2023 financial results and assessment of achievement against the 2021 IPP,designated non-financial goals, the OCC evaluated our performance against budgeted goals in the contextcertified overall achievement of our overall company results as well as the general uncertainty we faced

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throughout the year duebetween 120% 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%140% of target for each of Cooper, CooperVisionthe NEOs. This included the OCC’s determination that the NEOs had met the objectives set for the non-financial goals, resulting in achievement at 100% of target for the portion of annual bonuses based on those measures.

This determination, including quantitative achievement, the approved non-financial goals, and CooperSurgical.considerations in setting NEO achievement, is discussed in more detail below.

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Fiscal 2021 PSU Result
In making this determination,December 2023, the OCC considered ourevaluated the performance results for PSUs that were granted in the context of the financial goals established for fiscal 2021 which accounted forand eligible to be earned based on our 3-year non-GAAP EPS growth on a range of outcomes regarding the potential impact of COVID-19 during the year. In evaluating our performance atconstant currency basis through the end of fiscal 2023. The OCC reviewed our financial performance over the year,three-year period and certified achievement of 14.8% compounded growth in non-GAAP constant currency EPS, which exceeded the maximum achievement goal. On that basis, the OCC 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 weightedconfirmed achievement at 25% of target awards, was considered paid at 100%200% 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 presentedThis determination is discussed in more detail below in the discussionbelow.

Consideration of annual cash incentives.

Response to 2021 2022 Say-on-Pay Vote

The OCC considered the outcome of our annual “Say-on-Pay”“Say-on-Pay” vote at our 2022 Annual Meeting in determining the design of our executive compensation program and the composition and levels of individual compensation packages for the 20212023 fiscal year.

In particular, with support from Compensia, the OCC considered the effectiveness of stock options at supporting

At 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 20212022 Annual Meeting of Stockholders, approximately 89%91% of the votes cast on our Say-on-Pay proposal were voted in favor of the compensation program for our NEOs. The OCC takesviewed this as an indication of support for the change to our NEO compensation.

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compensation in fiscal 2022 and considered this result in setting compensation for fiscal 2023 as described in this Compensation Discussion and Analysis.

Consideration of 2023 Frequency of Say-on-Pay Vote

At our 2023 Annual Meeting, our stockholders also voted on the frequency with which we will hold “Say-on-Pay” votes to approve the compensation of our NEOs and substantially all votes cast (99.3%) were in favor of presenting a Say-on-Pay vote every year. Accordingly, we are again holding a “Say-on-Pay” vote to approve the compensation of our NEOs at our 2024 Annual Meeting, and currently intend to hold additional “Say-on-Pay” votes to approve the compensation of our NEOs annually.
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 effecteffects on the Company.

The OCC seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program we strive to employ best practices, and the OCC works closely with its compensation consultant, management, and such other advisors as the OCC considers appropriate to properlyaccurately assess our policies and practices.

THINGS WE DO:

THINGS WE DON’T DO:

LOGO    

✓
Entirely independent OCC

❖

LOGO    No guaranteed annual salary increases

LOGO    

✓
Assessment by OCC of link between compensation and performance at least annually

❖

LOGO    No guaranteed annual bonuses or long-term incentive awards

LOGO    

✓
Review by OCC of executive compensation program and individual compensation packages at least annually

❖

LOGO    Prohibition on hedging and speculative transactions in Company securities by our officers and directors

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THINGS WE DO: THINGS WE DON’T DO: 

LOGO    

✓
Use of independent compensation consultants

❖

LOGO    No Supplemental Executive Retirement Plansupplemental executive retirement plan or other executive deferred compensation plans

LOGO    “Double-trigger”✓

“Double-trigger” (change in control accompanied by an involuntary loss of employment) requirements for receipt of payments and benefits under employment agreements

❖

LOGO    No related party transactions without approval from our Corporate Governance and NominatingAudit Committee

LOGO    

✓
Annual review of management succession planning process

❖

LOGO    No repricing of long-term incentives without stockholder approval

LOGO    

✓
Robust stock ownership guidelines applicable to our executive officers

❖

LOGO    No tax gross-ups for NEOs in connection with “change in control” payments

LOGO    ✓

Limited perquisites based on specific business rationale

LOGO    

✓
Compensation recovery (“clawback”) policy applicable to executive officer incentive compensation

LOGO    ✓

Exercise negative discretion as appropriate,to reduce annual cash incentive awards if determined necessary to ensure rigor required to earn incentive compensation

The OCC also regularly assesses the alignment between our executive compensation packages and our performance through:

•Regular updates from management on our business results,

•Review of our quarterly financial statements, management projections, and long-range plans,

•Review of management reports on continued progress towards long termon long-term strategies,

•Review of performance and market information regarding our peer group, and

•Review of broader industry compensation data relative to our market and other companies of comparable size.

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The OCC considers management input, the advice of its compensation consultant, and publicly available peer information to be valuable tools in its evaluation ofevaluating the relationship between executive compensation and Company performance.

Compensation Objectives / Pay for Performance

Our executive compensation program is designed to provide market-competitive target total direct compensation opportunities for our NEOs that is based on a “pay for performance” philosophy and alignsto 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,

Page 30


•Providing competitive pay packages aligned to market compensation practices, and

•Maintaining sufficient flexibility to allow recognition of significant individual achievements by our executive officers.

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 performingtop-performing management team, without encouraging excessive or inappropriate risk-taking by our executive officers, and that itsour compensation arrangements create incentives that drive our continued strong financial performance.

The amount of compensation payable to our NEOs depends largelyprimarily on our financial performance and returns to our stockholders. This strategy has createdsupported 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.

Compensation Recovery Policy (“Clawbacks”)

As part of the OCC’s “paypay for performance”performance philosophy, the OCC has adopted a policy for the recovery of incentive basedincentive-based compensation in the event of misconduct by our NEOs. 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 2023 Annual Report.
Under the policy, in the event we are required to prepare an accounting restatement due to correct an error that is material to previously issuednon-compliance with any financial statements,reporting requirement under securities laws, the Company maywill recover compensation grantedIncentive Compensation (as defined under the policy) received by current or earned in connection withformer executive officers, including our incentive payment plans, equity compensation, or other incentive compensation plansNEOs, 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 event. The policy is generally administered by the OCCcompensation and applies to all executive officers, including the NEOs.

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manner of recovery.

Use of Compensation Consultants

In fiscal 2021,2023, the OCC retained Compensia to provide information and analysis on the compensation of our executive officers and the non-employee members of our Board of Directors.Board. The OCC maintains sole authority to determine the terms of Compensia’s retention and services, and a representative of the firmCompensia generally attends OCC meetings.

The OCC has reviewed the nature of the relationship between itself and Compensia as an independent consulting firm, and its relationship with the members of Compensia as individuals, for potential conflicts of interest. In conducting this review, the OCC considered the factors identified by the SEC and the NYSENasdaq as possibly contributing to conflicts, including the scope of work performed for the OCC by Compensia, the fees paid to Compensia for services, and any personal or business relationships between our executive officers or members of the OCC and Compensia or its individual members. Based on its

Page 31

review, the OCC has determined there arewere no conflicts of interest or potential conflicts of interest arising in connection with the OCC’s engagement of Compensia.

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 (as described further below),

•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 Compensiaits compensation consultant before making its own decisions on the compensation of our NEOs.

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-tradedpublicly traded companies headquartered in the United States and is reviewed annually.

Recommendations for peer group companies are based on similarity of product lines or industry and similarity in company size as measured by annual revenue, market capitalization, operating margins, and other financial measures of organizational scope and complexity.

For fiscal 2021,2023, companies were considered for inclusion in the compensation peer group that are in Healthcare Equipment, Healthcare Supplies, orand Life Sciences Tools and Services industries with comparable business focuses and had revenueend markets (generally healthcare supplies or equipment and hospital or health-care provider end markets) were considered for inclusion in our compensation peer group. Our peer group selection criteria also targeted revenues between about $1$1.5 billion and $6$6.1 billion in the pastprevious fiscal year (about 0.5x to 2.0x our own revenue). Additional target criteria included a comparable business focus and end markets (healthcare supplies or equipment; generally hospital or provider end markets), similar valuation multiples,market capitalizations between about $5.3 billion and whether a company had been identified as a peer by one of the major proxy advisory firms and/or is a frequent peer among$52.6 billion (about 0.3x to 3.0x our peer companies.

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own market capitalization).

Our compensation peer group for fiscal 2021 was2023 comprised of the following companies:

Agilent Technologies, Inc.Illumina, Inc.
Align Technology, Inc.Integra Lifesciences Holding Corporation
Bio-Rad Laboratories, Inc.Masimo Corporation
Dentsply SironaBausch + Lomb CorporationRevvity, Inc. (formerly PerkinElmer, Inc.)
Bio-Rad Laboratories, Inc.ResMed Inc.
Charles River Laboratories International, Inc.STERIS PLC
DENTSPLY SIRONA Inc.PerkinElmer, Inc.Teleflex Incorporated
DexCom, Inc.Resmed, Inc.Waters Corporation
Edwards Lifesciences CorporationTeleflex, Inc.
Haemonetics CorporationVarian Medical Systems, Inc.
Hill-RomZimmer Biomet Holdings, Inc.Waters Corporation
Hologic, Inc.

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Compared to the above group, our revenue was in the 26th percentile and our market capitalization was in the 35th percentile at the time the peer group was approved.
This group isreflects updates from the same as usedpeer group for fiscal 2020 compensation consideration with2022 as follows:
Removed:    Hill-Rom Holdings. Inc. – was acquired during the year.
Integra Lifesciences Holding Corporation – no changes.

longer meets criteria for peers.

Added:        Bausch + Lomb Corporation – relevant business match within financial criteria
        Zimmer Biomet Holdings, Inc. – relevant business match within financial criteria
Compensation Decision-Making

The OCC’s goal is generally to set all elements of NEO compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. For fiscal 2021,2023, the OCC reviewed each element of compensation described below and set the target total direct compensation opportunities of our executive officers after taking into consideration the following factors:

•A compensation analysis of competitive market data performed by Compensia,

•Each executive officer’s scope of responsibilities,

Each executive officer’s skill set,

Each executive officer’s prior experience,

Executive’s and time in his or hertheir position,

•The recommendations of our Chief Executive Officer, and

•General market conditions.

The OCC does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile, or multiple for establishing compensation among the executive officers or in relation to the competitive market data. Instead, the OCC relies upon its members’ knowledge and judgment in assessing the various qualitative and quantitative inputs it receives regarding each individual and makes compensation decisions accordingly.

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Executive Compensation

The primary elements of our executive compensation program are designed to allow us to attract and retain qualified executive officers and to connect NEO compensation to stockholder returns and company objectives.

Cash

Base Salary

Provides a minimum level of competitive compensation for our executives

Annual Cash Incentive

Encourages achievement of short-term business goals as reflected in our annual operating budget

Long-Term Equity Incentives

Connects equity incentives to strategic objectives and priorities linked to long-term success, supports alignment between executives and stockholders, and encourages executive retention

The majority of NEO compensation is a combination of annual cash and long-term equity incentives. These compensation elements require achievement of annual financial metrics and significant increases in our stock price for our NEOs to realize a financial return from these elements. This creates a direct link between our performance and NEO compensation. Additionally, compensation is

Page 33

balanced between short-term and long-term factors to encourage attention to both annual financial and operational objectives, and long-term strategic goals in order to drive long-term stockholder value creation.

Annual target total direct compensation for our NEOs is based on current role, recent changes to responsibilities, and overall execution of duties throughout the prior fiscal year. Company performance, internal compensation alignment, peer group practices, and competitive market changes and conditions are also considered.

Base Salaries

We offer base salaries that are intended to provide a level of stable fixed compensation to our executive officers for performance of day-to-day services. Base salaries for our executive officers are generally reviewed annually to determine whether an adjustment is warranted or required, with any changes in base salary generally effective on the first day of our fiscal year.

For

EXECUTIVE
2022
BASE SALARY (1)
2023
BASE SALARY (1)
% CHANGE
Albert G. White III$925,000$1,080,00016.8%
Brian G. Andrews$550,000$600,0009.1%
Daniel G. McBride$725,060$750,0003.4%
Holly R. Sheffield$550,043$575,0004.5%
Gerard H. Warner III$450,000$500,00011.1%
(1)Salaries as presented here represent amounts approved by the OCC for the indicated fiscal 2021,year. Salary changes become effective on a calendar year basis and therefore amounts presented here may differ from the annualized base salariesSummary Compensation Table which presents amounts actually paid.
Salary changes for fiscal 2023 were structured to align executive compensation with similar roles from our NEOspeer group. This is consistent with the OCC’s overall philosophy regarding retention of key talent and maintaining stable leadership for the Company. Larger increases for certain executives, including our CEO, were as follows:

Executive  

2020

    Base Salary    

   

2021

    Base Salary    

       % Change     

Albert G. White III

  $925,000   $925,000    No change 

Brian G. Andrews

  $500,000   $500,000    No change 

Daniel G. McBride

  $700,000   $700,000    No change 

Holly R. Sheffield

  $525,000   $525,000    No change 

Agostino Ricupati

  $381,754   $381,754    No change 

    

                        

approved in the context of salary levels that were meaningfully below the median of competitive market data provided by Compensia.

Annual Cash Incentives – 20212023 Incentive Payment Plan (“IPP”)

At the beginning of each fiscal year, thethe OCC approves an Incentive Payment Plan (“IPP”) to provide annual performance-based cash incentive opportunities. TargetThe OCC sets participation levels for the pre-established performance measures used inunder the IPP are based on budgeted goals reflected in(target incentive opportunities) for our annual operating budget.

Page | 28

NEOs.

Each NEO’s annual performance-based cash incentive opportunity under the IPP is allocated into two components:

•75% of the target is tied to quantitative, pre-established financial performance metrics, and
•25% of the target is payable based on specified non-financial goals intended to recognize strategic, operational, and individual accomplishments.
This combination of financial metrics and non-financial goals encourages our executive officers, including our NEOs, to focus on both our immediate business objectives and short-term financial performance, as well as other non-financial factors that support longer-term performance.

(1)

75% of the target award is tied to quantitative, pre-established financial performance targets, and

(2)

25% of the target award is payable at the discretion of the OCC and intended to recognize other strategic, operational, and individual accomplishments not specifically quantified elsewhere in the IPP.

Participation

Page 34

Achievement levels for the quantitative financial performance metrics used in the IPP are setbased on targets in our annual operating budget, and achievement against the non-financial goals is based on the OCC’s assessment of individual performance by the OCC for our NEOs.
Target annual performance-based cash incentive opportunities representunder the IPP are calculated as a designated percentage of base salary for the fiscal year, and that percentage controls the potential award that can be achieved under the IPP as follows:

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

Taken together, the IPP encourages our executive officers, including our NEOs, to focus on both our immediate business objectives and short-term financial performance, as well as other factors that support longer-term performance.


We have adopted a similar cash incentive plan for fiscal year 2024.
Quantitative Financial Performance Component

Quantitative financial performance measures and related target levels for the 20212023 IPP were based on our annual operating budget, as approved by our Board of Directors at the beginning of fiscal 2021.2023. Achievement for Messrs. White and Andrews and Ricupati werewas based on our overall Revenuerevenue and Non-GAAPnon-GAAP EPS, adjusted for currency fluctuations. Achievement for Mr. McBrideWarner and Ms. Sheffield was based on Revenuerevenue and Operating Income,operating income, adjusted for currency fluctuations, for each of CooperVision and CooperSurgical, respectively.

Achievement for Mr. McBride was based equally on our overall revenue and non-GAAP EPS and on revenue and operating income achievement for CooperVision. Weighting for each of these financial metrics is described below under “Financial Objective Achievement.”

The table below describes the relationship between how an award would be earned based on Company performance for each of the financefinancial performance measures included in the 20212023 IPP. As designed, noNo award would be payable with respect to any financial performance measure that did not reach its minimum achievement threshold. ForThe maximum award for each NEO the maximum award forregarding any individual financial performance measure was capped at 200%.

The achievement levels required for payout under the quantitative performance component of the 2021 IPP were as follows.

IPP Achievement Required to Attain Payout (1)

 

Performance Measure

  

 

    Threshold    

   

 

    Target    

  

 

    Maximum    

 

 

Revenue (Constant Currency)

  

 

 

 

95

 

% 

  

 

 

 

100

 

% 

 

 

 

 

105

 

% 

 

Non-GAAP EPS (Constant Currency)

  

 

 

 

90

 

% 

  

 

 

 

100

 

% 

 

 

 

 

110

 

% 

 

Operating Income

  

 

 

 

90

 

% 

  

 

 

 

100

 

% 

 

 

 

 

110

 

% 

    

                       

Performance MeasureThresholdTargetMaximum
 Revenue (Constant Currency)
95%100%105%
 Non-GAAP EPS (Constant Currency)
90%100%110%
 Operating Income
90%100%110%
(1)Potential payments at each of Threshold, Target and Maximum are presented in the Grants of Plan Based AwardsTable. Target achievement provides for payout of 100% of target bonus amounts and maximum achievement is capped at 200% of the target bonus amount.
(1)

Potential payments at each of Threshold, Target and Maximum are presented in the Grants of Plan Based Awards table on page 38. Target achievement provides for payout of 100% of target bonus amounts and maximum achievement is capped at 200% of the target bonus amount.

Page | 29


Adjustments to Quantitative Financial Metrics and Achievement Component

The 20212023 IPP provides for adjustment to quantitative financial performance targetsmetrics for acquisitions and/or divestitures and other items during the fiscal year as determined by the Board. In making such adjustments, the OCC considers a report provided by management on variances to the budgetsbudget goals for Revenue, Operating Income,

Page 35

revenue, operating income, and Non-GAAPnon-GAAP EPS that highlights key variances including non-recurring, non-controllable, and/or discretionary items. The OCC may elect to include or exclude certain of these items for purposes of determining the overall quantitative achievement level underagainst the 2021 IPP.

financial metrics.

The OCC also has the discretionary authority to reduce, by up to 25%, the quantitative portionamount awarded based the financial metric component of the annual cash incentive, by up to 25%, regardless of our reported budget achievement based on any facts and circumstanceslevels, to the extent the OCC considers such reduction to be in the Company’s best interests.interests based on any facts and circumstances. Award payments could also be reduced or wholly recoupedeliminated by the OCC if a review of the results for the first two months of fiscal 20212024 reflected anomalous unfavorable events that were attributable to fiscal 2021.

Discretionary2023.

Non-Financial Performance Component

As discussed above,

Non-financial goals for the 20212023 IPP provides for 25% of each NEO’s annual performance-based cash incentive opportunity to be entirelywere selected by the OCC at the discretionbeginning of the OCCfiscal 2023 to reflect operational, organizational, and business goals not linked todirectly reflected in the quantitative financial measures underfor the 2021 IPP. The IPP achievement of this discretionary portion may range from 0% to a percentage deemed appropriate byyear. Achievement against the OCC, subject to a cap on the total bonus earned by any NEO equal to 200% of their target award.

The discretionary component of individual IPP awards is based entirelydesignated non-financial goals depended on the OCC’s assessment of individual NEO performance duringby the fiscal year. The discretionary component allowsNEOs against the agreed objectives, subject to a cap on maximum achievement at 200%.

In determining achievement for the NEOs, the OCC considered Mr. White’s assessment of each NEOs performance against the flexibility to recognize factorsselected objectives as well as the OCC’s own evaluation of such as:

performance and recommendations from Compensia.

The personal contributions

Overall 2023 IPP Achievement
Based on the OCC’s determination of achievement against the NEOs toselected quantitative metrics and non-financial goals for fiscal 2023, the OCC approved the following awards for each NEO under the 2023 IPP.
NEOParticipation LevelFinancial MetricsNon-Financial Goals
Award Payout (1)
Target
Bonus
($)
(% of
Base Salary)
Weighted
Achievement (2)
Goal
Weighting
Weighted
Achievement (2)
Goal
Weighting
($)
(% of
Target)
(% of
Base Salary)
A. White$1,317,708125%114.5%75%100%25%$1,838,203139.5%174.4%
B. Andrews$439,16775%114.5%75%100%25%$612,637139.5%103.5%
D. McBride (1)
$596,67880%113.7%75%100%25%$827,592138.7%111.0%
H. Sheffield (1)
$428,12175%95.0%75%100%25%$513,746120.0%90.0%
G. Warner (1)
$340,41870%112.9%75%100%25%$469,436137.9%95.5%
(1)Mr. McBride’s achievement reflects equal weighting of performance for the Company and for CooperVision. Achievement for each of Ms. Sheffield and Mr. Warner is based on the performance of the Company duringCooperSurgical and CooperVision divisions respectively.
(2)Weighted achievement reflects achievement against goal weighting.
Achievement levels and awards paid reflect amounts approved based on the fiscal year,

performance detailed below.

LeadershipPage 36


Financial Objective Achievement
Financial objective achievement under the 2023 IPP was determined by division as follows:
Overall
(Basis of financial objective achievement for Messrs. White and operational achievementsAndrews and 50% of each NEO, including those that may not be explicitly reflectedfinancial objective achievement for Mr. McBride.)
Financial Metric
(Constant Currency)
Budget Target
($ in Millions;
except EPS)
Metric
Weighting
Achievement
($ in Millions,
except EPS)
(% of Target)
Weighted
Achievement Under
2023 IPP
(% of Target)
Revenue (1)
$3,511.9050%
$3,601.5 (102.6%)
75.5% (151.0%)
Non-GAAP EPS (2)
$12.3425%
$13.02 (105.6%)
39% (155.8%)
Total Achievement:75%
114.5% (152.7%)
(1)Revenue as reported was $3,593.2 million versus 2023 IPP achievement of $3,601.5 million on a constant currency basis. The difference is due to adjustment to the foreign exchange rate used in current yearconnection with our annual budget. The foreign exchange rate used to compute the budget target was the same rate used for the 2023 IPP achievement calculation.
(2)Non-GAAP EPS as reported to investors was $12.81 versus 2023 IPP achievement of $13.02. The difference is due to adjustment to the foreign exchange rate used in connection with our annual budget.
CooperVision
(Basis of financial results (e.g. leadership developmentobjective achievement for Mr. Warner and succession planning, identification and/or execution50% of business development opportunities, etc.basis of financial objective for Mr. McBride.),

Strategic business achievements that may not be fully reflected
Financial Metric
(Constant Currency)
Budget Target
($ in Millions;
except EPS)
Metric
Weighting
Achievement
($ in Millions,
except EPS)
(% of Target)
Weighted
Achievement Under
2023 IPP
(% of Target)
Revenue (1)
$2,361.7050%
$2,427.0 (102.8%)
77.6% (155.3%)
Operating Income$617.5025%
$642.9 (104.1%)
35.3% (141.1%)
Total Achievement:75%
112.9% (150.5%)

(1)Revenue for CooperVision as reported was $2,423.7 million versus 2023 IPP achievement of $2,427.0 million on a constant currency basis. The difference is due to adjustment to the foreign exchange rate used in connection with our annual budget and adjustments for acquisitions in the Company’s2023 fiscal year. The foreign exchange rate used to compute the budget target was the same rate used for the 2023 IPP achievement calculation.

CooperSurgical
(Basis of financial performance duringobjective achievement for Ms. Sheffield.)
Financial Metric
(Constant Currency)
Budget Target
($ in Millions;
except EPS)
Metric
Weighting
Achievement
($ in Millions,
except EPS)
(% of Target)
Weighted
Achievement Under
2023 IPP
(% of Target)
Revenue (1)
$1,150.2050%
$1,168.6 (101.6%)
66.0% (132.0%)
Operating Income$276.4025%
$280.8 (101.6%)
29.0% (116.0%)
Total Achievement:75%95.0% (126.7%)
(1)Revenue for CooperSurgical as reported was $1,169.5 million versus 2023 IPP achievement of $1,168.6 million on a constant currency basis. The difference is due to adjustment to the fiscal year,foreign exchange rate used in connection with our annual budget and

Special circumstances that may have impacted the determination of the quantitative portion of the annual performance-based cash incentive.

The OCC believes this flexibility, which can account adjustments for factors that impact our results either positively or negatively, is important to align these annual performance-based cash incentive awards with its assessment of executive achievement in individual roles.

2021 IPP Results

As described above, in December 2021, we confirmed that our performance against the financial goals of the 2021 IPP significantly exceeded the target achievement set under the plan. As shown below, we ended the year with robust results well in excess of the goals we set at the beginning of the year. Total potential

Page | 30

payout under the 2021 IPP ranged from 161% to 170% of target, when including the discretionary component earned at 100% of target.

Following the end of fiscal 2021, the OCC evaluated our performance against budgeted goalsacquisitions in the context of our overall company results as well as2023 fiscal year. The foreign exchange rate used to compute the general uncertainty we faced throughoutbudget target was the year due to ongoing impact ofsame rate used for the COVID-19 pandemic. As described above, the OCC exercised negative discretion and approved funding equal to 130% of target, reduced from calculated results. In making this determination, the OCC considered the actual impact of COVID-19 in the context of our results in fiscal 2020 and expectations at the time goals were established in early 2021, as well as the historical context of adjusting the earned2023 IPP in fiscal 2020 due to the unanticipated impact of COVID-19. The OCC considered a 130% payout for fiscal 2021, following a 75% of target payout in fiscal 2020, a balanced outcome recognizing our strong performance as a company throughout the COVID-19 pandemic, including strong stockholder return and effective execution by our leadership team in navigating through a highly uncertain and challenging environment.

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.calculation.

Page 37

A full discussion of our financial results can be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2023 Annual Report on Form 10-K for the fiscal year ended October 31, 2021.Report. For a reconciliation between reported GAAP and non-GAAP measures, see the “ReconciliationReconciliation of Non-GAAP Financial Measures” section of this Proxy Statement.

Named Executive Officer Awards UnderMeasures.

Non-Financial Objective Achievement
The non-financial goals selected by the 2021 IPP

Based on the above determination regarding appropriate funding of annual incentivesOCC in December 2022 for fiscal 2021,2023 are summarized as follows:

CategoryGoals
Operational
•Gain market share in contact lenses and fertility.
•Further advance CooperVision's global myopia management business.
•Complete strategic capital investment and expansion projects for CooperVision.
•Complete key IT implementations for both CooperVision and CooperSurgical.
Organizational
•Successfully transition key leadership roles and continue to advance executive development and succession planning.
•Advance “OneCooper” initiatives to expand cross-division support and improve standardization and efficiency.
Business
•Complete strategic analysis of CooperSurgical business to support continued initiatives and return on investments.
•Execute strategic M&A activity to support growth for both CooperVision and CooperSurgical.
•Continue advancing ESG initiatives.
On review of performance for the year, the OCC approveddetermined that the following awardsNEOs had met or exceeded the non-financial goals and set achievement at 100% of target for the 25% of each NEO:

Named Executive Officer

 

  Target Award   Actual Award Paid(1) 
  

        ($)        

 

   

(% of Base

        Salary)         

 

   

        ($)        

 

  

(% of Base
        Salary)        

 

 

 

Albert G. White III

 

  

 

 

 

 

$1,156,250

 

 

 

 

  

 

 

 

 

125%

 

 

 

 

  

 

 

 

 

$1,503,125

 

 

 

 

 

 

 

 

 

162.5%

 

 

 

 

 

Brian G. Andrews

 

  

 

 

 

 

$350,000

 

 

 

 

  

 

 

 

 

70%

 

 

 

 

  

 

 

 

 

$455,000

 

 

 

 

 

 

 

 

 

91.0%

 

 

 

 

 

Daniel G. McBride

 

  

 

 

 

 

$560,000

 

 

 

 

  

 

 

 

 

80%

 

 

 

 

  

 

 

 

 

$728,000

 

 

 

 

 

 

 

 

 

104.0%

 

 

 

 

 

Holly R. Sheffield

 

  

 

 

 

 

$367,500

 

 

 

 

  

 

 

 

 

70%

 

 

 

 

  

 

 

 

 

$477,750

 

 

 

 

 

 

 

 

 

91.0%

 

 

 

 

 

Agostino Ricupati

 

  

 

 

 

 

$209,965

 

 

 

 

  

 

 

 

 

55%

 

 

 

 

  

 

 

 

 

$272,954

 

 

 

 

 

 

 

 

 

71.5%

 

 

 

 

    

                               

NEO’s target incentive opportunity based on such goals. The OCC’s determination was based on its own assessment of the NEO’s accomplishments rather than a formulaic determination of achievement.
In making its determination, the OCC considered numerous achievements against the non-financial objectives, including:
Goals(1)Key Achievements
Operational:

Achievement

Market Share
•CooperVision grew market share across all regions in revenue and awards paid reflect amounts approved after applicationwearers, including becoming the #1 contact lens company in the world in share of negative discretion discussed above.

patients.
•CooperSurgical gained market share in fertility on a global basis led by growth in consumables.

Page | 31

38

Achievement by Division

(Basis of Awards Paid to NEOs)

Corporate:

Award Factor 

Budget Target

($ in Millions;
except EPS)

  

Achievement

($ in Millions;

except EPS)

(% of Target)

  

Achievement
Under

2021 IPP

  Target
Achievement/
Weighting		 Weighted
Achievement		  Adjusted
Achievement

 

Revenue (1)

(Constant Currency)

 

 

 

 

 

 

$2,716.6

 

 

 

 

 

 

 

 

 

$2,892.1 (106.5%)

 

 

 

 

 

 

 

 

 

200%

 

 

 

 

 

 

50%

 

 

 

100%

 

  

 

105%

 

 

Non-GAAP EPS (2)

(Constant Currency)

 

 

 

 

 

 

$12.10

 

 

 

 

 

 

 

 

 

$13.07 (108%)

 

 

 

 

 

 

 

 

 

180.1%

 

 

 

 

 

 

25%

 

 

 

45%

 

 

Total Achievement:

 

    

 

75%

 

 

 

145%

 

  

 

105%

 


(1)
Goals

Revenue asKey Achievements

Myopia Management
Business
•The myopia management business grew 35% in constant currency with record revenues reported was $2,922.5 million versus 2021 IPP achievementin all three regions, led by MiSight® growing 49% and orthokeratology products up 24%.
•Substantially completed integration of $2,892.1 million. The difference is dueour specialty eye care business into the core business.
•Continued to adjustment toadvance research and development activities and supported adoption of standard of care guidelines for myopia management by professional organizations.
•Increased distribution of MiSight® through expanding in key accounts and launching in new markets.
Capacity Expansion
Projects
•Completed expansion of distribution and packaging facilities at CooperVision's primary U.S. distribution center.
•Added significant manufacturing and packaging capacity at facilities globally, including key expansions in Costa Rica and Puerto Rico.
Key IT Implementations
•Completed key ERP implementation work for CooperVision’s primary European distribution operations and transitioned warehouse management systems in other key locations. Also advanced or completed additional important IT initiatives at CooperVision.
•Completed data management systems upgrades for the foreign exchange rate usedCooperSurgical business and integrated the Generate Life Sciences business into the global CooperSurgical IT structure.
Organizational:
Executive Development /
Succession Planning
•CooperVision completed organizational and leadership transitions in several key functional areas, including restructuring activity in connection with the integration of the specialty eyecare business into the core organization.
•CooperSurgical transitioned responsibilities for key functions to respond to planned retirements and improve leadership efficiencies within global operations.
•Developed and launched new training and succession planning tools throughout the organization.
“OneCooper” Initiatives
•Advanced IT, Human Resources, Finance, and Legal operations, to leverage resources across the business and support operational efficiencies.
•Implemented IT systems to support global standards, eliminate complexities, and improve transparency.
•Continued to expand OneCooper Employee Resource Groups (“ERGs”) and Inclusion & Diversity initiatives with the addition of a Mind & Body Wellbeing ERG and the launch of internal programs to support development of employees from underrepresented groups.
Business:

Page 39

GoalsKey Achievements
Strategy / Business Assessment
•Conducted an in-depth review of the CooperSurgical business, including analysis of operations and organizational structure and benchmarking against peers.
•Evaluated long-term strategic considerations, including opportunities for expansion and growth, organizational development, and continued investment.
Strategic M&A Activities
•Acquired SynergEyes, Inc., a specialty contact lens business, to support expansion of the CooperVision myopia management business.
•Made strategic equity investments to support both the CooperVision and CooperSurgical businesses.
Advance ESG Efforts
•Implemented new IT systems to support the ESG function and operations.
•Increased the use of the autonomous power plant at our annual budget. The foreign exchange rate usedCooperVision facility in Puerto Rico, providing environmental benefits and cost savings.
•Expanded the plastic neutrality program to compute the budget target was the same rate usedcover all CooperVision brands.
•Obtained LEED/Breeam Certification for the IPP achievement calculation.

CooperVision distribution facility in New York, increasing the number of certified facilities from 7 to 8.
•Advanced plans to obtain zero-waste-to-landfill certifications for key facilities.
(2)

Non-GAAP EPS as reported to investors was $13.24 versus 2021 IPP achievement of $13.07. The difference is due to adjustment to the foreign exchange rate used in connection with our annual budget.

CooperVision:

Award Factor 

Budget Target

($ in Millions;
except EPS)

  

Achievement

($ in Millions;

except EPS)

(% of Target)

  

Achievement
Under

2021 IPP

  Target
Achievement/
Weighting		 Weighted
Achievement		  Adjusted
Achievement

 

Revenue (1)

(Constant Currency)

 

 

 

 

 

 

$2,031.6

 

 

 

 

 

 

 

 

 

$2,139.2 (105.3%)

 

 

 

 

 

 

 

 

 

200%

 

 

 

 

 

 

50%

 

 

 

100%

 

  

 

105%

 

 

Operating Income (2)

(Constant Currency)

 

 

 

 

 

 

$564.2

 

 

 

 

 

 

 

 

 

$594.1 (105.3%)

 

 

 

 

 

 

 

 

 

153%

 

 

 

 

 

 

25%

 

 

 

38.3%

 

 

Total Achievement:

 

    

 

75%

 

 

 

138.3%

 

  

 

105%

 

(1)

Revenue for CooperVision as reported was $2,152.0 million versus 2021 IPP achievement of $2,139.2 million. The difference is due to adjustment to the foreign exchange rate used in connection with our annual budget. The foreign exchange rate used to compute the budget target was the same rate used for the IPP achievement calculation.

CooperSurgical:

Award Factor 

Budget Target

($ in Millions;
except EPS)

  

Achievement

($ in Millions;

except EPS)

(% of Target)

  

Achievement
Under

2021 IPP

  Target
Achievement/
Weighting		 Weighted
Achievement		  Adjusted
Achievement

 

Revenue (1)

(Constant Currency)

 

 

 

 

 

 

$685.0

 

 

 

 

 

 

 

 

 

$752.9 (109.9%)

 

 

 

 

 

 

 

 

 

200%

 

 

 

 

 

 

50%

 

 

 

100%

 

  

 

105%

 

 

Operating Income (2)

(Constant Currency)

 

 

 

 

 

 

$205.8

 

 

 

 

 

 

 

 

 

$214.9 (104.4%)

 

 

 

 

 

 

 

 

 

144%

 

 

 

 

 

 

25%

 

 

 

36%

 

 

Total Achievement:

 

    

 

75%

 

 

 

136%

 

  

 

105%

 

(1)

Revenue for CooperSurgical as reported was $770.5 million versus 2021 IPP achievement of $752.9 million. The difference is due to adjustment to the foreign exchange rate used in connection with our annual budget. The foreign exchange rate used to compute the budget target was the same rate used for the IPP achievement calculation.

Page | 32

Long-Term Incentive Compensation

For fiscal 2021,2023, the OCC used a combination of time-vested and performance basedperformance-based equity awards to deliver long-term incentive compensation to our NEOs. In setting equity compensation, for our executive officers, the OCC discusses appropriate award design with Compensia and management to drive long-term focus on strategic objectives. The OCC also reviews historical grant levels based on the role and position of each executive officer,NEO, as well as economic and accounting implications, when determining the type and appropriate size of individual awards.

In setting award levels, the OCC considered competitiveconsiders 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, and vest over threeavailable.
Before the date of grant, each executive officer, including the NEOs, can choose to five years.

receive their time-vested award as stock options, RSUs, or a 50/50 combination of the two award types. The OCC retains the authority to set awards as it determines appropriate, regardless of such elections, but it believes that soliciting input from our executive officers enhances the retention value of long-term equity compensation.

The OCC sets the grant value of and type of awards granted to our NEOs based on an assessment of the value and type of awards granted by our peers and targets values to be competitive relative to comparable executive positions. Once the grant value is set, the number of shares underlying individual awards is determined based on the grant value, the stock price on the date of grant, and the accounting assumptions in accordance with the Financial Accounting Standards Board Codification Topic 718 (“ASC 718.718”). For fiscal 2021,2023, stock options were valued at approximately 24%31.3% of the stock price on the date of grant.

                                                                                                            
 

Grants to NEOs in 2021 Fiscal Year

 

 
                    
Name  

Stock Options

   

RSUs

   Performance Share Awards 
  Grant Date
Fair Value (1)		   Options
Granted (2)		   Grant Date
Fair Value (1)		   RSUs
Granted (3)		   Grant Date
Fair Value (1)		   PSUs
Granted (4)		 
     

Albert G. White III

   $4,250,000    50,545    $-0-    -0-    $4,250,000    12,292 
     

Brian G. Andrews

   $825,000    9,812    $500,000    1,446    $825,000    2,386 
     

Daniel G. McBride

   $1,175,000    13,974    $-0-    -0-    $1,175,000    3,399 
     

Holly R. Sheffield

   $875,000    10,406    $-0-    -0-    $875,000    2,531 
     

Agostino Ricupati

   $650,000    7,730    $400,000    1,038    $-0-    -0- 
                               
Page 40

In setting award levels, the OCC considered competitive market practices and the recommendations provided by Compensia.
(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 on page 37) 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 Annual Report on Form 10-K for the year ended October 31, 2021.

 Grants to NEOs in 2023 Fiscal Year
NEOStock OptionsRSUsPSUs
Grant Date
Fair Value (1)
Shares Underlying
Options Granted (2)
Grant Date
Fair Value (1)
RSUs
Granted (3)
Grant Date
Fair Value (1)
PSUs
 Granted (4)
A. White$5,285,00051,226$——$5,285,00016,023
B. Andrews$1,125,00010,904$——$1,125,0003,411
D. McBride$——$1,375,0004,169$1,375,0004,169
H. Sheffield$525,0005,089$525,0001,592$1,050,0003,183
G. Warner$——$875,0002,653$875,0002,653
(1)Amounts represent the grant values approved by the OCC and may vary slightly from the reported grant date fair values (presented in the Summary Compensation Table) due to mathematical rounding of fractional shares. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report.
(2)Stock options granted in fiscal 2023 vest, in equal installments, over a four-year period starting on the first anniversary of the date of grant and have an exercise price of $329.83, which was equal to the closing trading price of a share of our common stock on the date of grant.
(3)RSUs granted in fiscal 2023 vest in equal annual installments on January 8, 2024, January 8, 2025, January 8, 2026 and January 8, 2027.
(4)PSUs granted in fiscal 2023 have a 3-year performance period and will vest if designated targets are met at the end of fiscal 2025. Each performance share constitutes the right to be issued up to 2 shares of our common stock at maximum achievement. Awards granted are presented here at target number of shares to be awarded.
(2)

Stock options granted in fiscal 2021 vest ratably over a four-year period starting on the first anniversary of the date of grant and have an exercise price of $345.74, which is 100% of the closing price on the date of grant.

(3)

Restricted stock units granted in fiscal 2021 vest over four years, with vesting delayed to the third and fourth years after grant. Mr. Andrews received a grant in December 2020 which will vest in equal portions in January 2024 and January 2025. Mr. Ricupati received a grant in April 2021 which will vest in equal portions in April 2024 and April 2025.

(4)

Performance share awards granted in fiscal 2021 will vest in full at the end of fiscal 2024 if designated performance targets are met. Awards granted are presented here at target number of shares to be awarded.

Page | 33

Time-Vested StockEquity (Stock Options and Restricted Stock Units

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 restricted stock units. The OCC believes that time-vested equity awards have strong retention value while also closely linking executive compensation to stockholder gains.RSUs. Stock options only have value to the recipient if we also have growth in our stock price, putting a portion of the executive officers’ compensation at risk of no return, and RSUs provide guaranteed value if the executive officer remains with the Company. Both award types provide the opportunity for long-term gain tied to stockholder returns while also encouraging longevity and stable management for the Company.

Before the date of grant, each executive officer, including the NEOs, can choose to receive their

Our time-vested award as stock options, restricted stock units, or a 50/50 combination of the two award types. The OCC retains the authority to setequity awards as it determines appropriate, regardless of such elections, but it believes that soliciting input from our executive officers enhances the retention value of long-term equity compensation.

In addition to the annual grants made at the beginning of fiscal 2021, both Messrs. Andrews and Ricupati received additional grants in the year. These grants were made in the form of RSUs which willgenerally vest annually in equal portions on the third and fourth anniversariesover a four-year period, but awards outside of the date of grant. These grantsregular grant cycle or for special purposes may have different vesting. There were approved with consideration givenno out-of-cycle or special awards to the market positioning of total compensation for both executives as well as an objective of supporting long-term retention.

Performance Share Awards

NEOs in fiscal 2023.

Performance-Based Equity (PSUs)
In 2021,fiscal 2023, our NEOs other than Mr. Ricupati, received 50% of their total equity grant value in the form of performance basedperformance-based equity awards.awards, granted as PSUs. These awards require achievement of pre-established increases in non-GAAP EPS over a three-year performance period and are designed to reflect the direct influence of our NEOs on our long-term financial performance.
The OCC has selected growth in compounded, adjusted EPS calculated on a constant currency basis over a three-year period as the performance measure for these awards due to its belief that this measure

Page 41

provides a strong link to stockholder returns. Shares can be earnedare released under these awards based on a sliding scale between 50% and 200% of target, assuming threshold achievement is met.

Achievement below threshold will result in zero payout. The target number of shares to be received on vesting of PSUs is set based on the grant value of the award and the share price on the date of grant.

In setting targetscriteria for performance share awards,PSUs, the OCC considers our ongoing performance and the level offorecast performance. Target achievement under prior performance share awards. Target levels are set to require significantly challenging, but attainable, results. These targets ensure that even achievement at the threshold levels of growth. for payout represents solid growth for the Company and stockholders.
The OCC reviews these target achievement levels with Compensia to ensure that they are reasonable and appropriate. The OCC also considers the objectives for long-term growth set by our Board, of Directors, the Company’s historical achievements, and the OCC’s goals for executive compensation. The amount
Achievement for Awards Granted in Fiscal 2021
PSUs granted to the NEOs (other than Mr. Warner) in fiscal 2021 completed their performance cycle at the end of these performance sharefiscal 2023. Mr. Warner did not receive PSU award in fiscal 2021.
These awards was determinedwere eligible to be earned based on their target accounting value. In setting award levels,our 3-year non-GAAP EPS growth on a constant currency basis, as modified by the OCC considered competitive market practicesfor extraordinary, non-recurring, and/or unusual events.
The OCC reviewed our financial performance over the three-year period and certified achievement of 14.8% compounded growth in non-GAAP EPS, which exceeded the recommendations provided by Compensia.

Page | 34

maximum achievement goal of 11%.

Additionally, the OCC decided to exercise its discretion to settle these awards in cash. Therefore, the NEOs will receive a cash payment equivalent to the value of 200% of the target number of shares under their awards as detailed below. Such payment shall be based on the average closing price of our common stock on the five trading days ending on February 2, 2024 and will be made on February 9, 2024.

Achievement under 2021 PSUs
(Performance Cycle: November 1, 2020 to October 31, 2023)
Threshold
(5% growth)
Target
(8% growth)
Maximum
(11% growth)
Actual
(14.8% growth)
NEOPossible SharesActual Shares
A. White6,14612,29224,58424,584
B. Andrews1,1932,3864,7724,772
D. McBride1,7003,3996,7986,798
H. Sheffield1,2662,5315,0625,062
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.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, matching 50% of employee contributions up to $8,000 (for

Page 42

(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 on page 42.

Table.

Our NEOs also receive limited perquisites or other personal benefits, generally in the form of automobile allowances, income attributable to life insurance policies,allowances. In fiscal 2023, we also reimbursed expenses for each of Messrs. McBride and some limited reimbursement for partner travel to business functions and relocation assistance.Warner in connection with spousal travel. 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.

Executive Employment Agreements

The OCC considers maintaining a stable and effective management team to be essential to protecting theour, and our stockholders,’ best interests of Cooper and its stockholders.interests. Accordingly, the Company entered into Employment Agreementsemployment agreements with each of the NEOs other(other than Mr. Ricupati,Warner, who was not an NEO at the time) as of November 2018. The employment agreements provide for severance payments on termination of employment for variousspecified 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 triggerdouble-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 ofin control of Cooper. The terms of these employment agreements are included below.

Mr. RicupatiWarner is eligible for change in control severance benefits under our Change in Control Severance Plan adopted on May 21, 2007. This plan provides for payments on termination of employment in connection with a change in control. Mr. RicupatiWarner is subject to our standard policiespractices regarding severance in the event of termination for reasons other than in connection with a change in control.

All executive agreements and the Change in Control Severance Plan are discussed in more detail in the section titled Potential Payments onUpon Termination or a Change in Controlon page 43.

.

Stock Ownership Guidelines

We maintain stock ownership guidelines that require each of our executive officers to maintain a stock ownership level equal to a specific multiple of their annual base salary as set out below.

There is no required time period for the executive officers to achieve the required ownership. While ownership is below the set guideline the executive officers are expected to hold shares acquired from equity awards until the guidelines are met.

Page | 35

In addition to directly held shares, the potential value of vested stock options and unvested restricted stock unitsRSUs are credited in consideration of whether ownership requirements have been met.

As of October 31, 2023, all of our NEOs were in compliance with the applicable stock ownership guidelines.

Page 43

GUIDELINE (AS MULTIPLE OF BASE SALARY)
  Guideline (as multiple of
5x base salary)
salary – Chief Executive Officer
5x base salary -  CEO

Must hold 75% of the shares acquired from equity awards, net of taxes and any exercise cost, until guidelines are met.

2x base salary -

Other Executive Officers

Must hold 50% of the shares acquired from equity awards, net of taxes and any exercise cost, until guidelines are met.

As of October 31, 2021, all of our NEOs were in compliance with the applicable stock guidelines.

Tax Deductibility of 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.

REPORT OF THE ORGANIZATION


Report of the Organization & COMPENSATION COMMITTEE

Compensation Committee

The Organization & Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the OCC has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended October 31, 2021.

2023.

ORGANIZATION & COMPENSATION COMMITTEE

Colleen E. Jay (Chair)

William A. Kozy

Lawrence E. Kurzius
Teresa S. Madden

Gary S. Petersmeyer

Page | 36

44

EXECUTIVE COMPENSATION TABLES


EXECUTIVE COMPENSATION TABLES
Summary Compensation Table

The table below shows compensation paid during fiscal years 2021, 2020,2023, 2022, and 20192021 to the individuals who served as our NEOs during the past fiscal year.

          
Name and Principal
Position		 Year  

Salary

($)

  

Bonus (1)

($)

  

Stock
Awards (2)

($)

  

Option
Awards (2)

($)

  Non-Equity
Incentive Plan
Compensation (1)
($)		  

Change
in
Pension
Value (3)

($)

  

All Other
Compensation (4)

($)

  

Total
Compensation

($)

 
  

Albert G. White III

 

President & Chief Executive Officer

  2021   $925,000   $375,781   $4,249,836   $4,249,824   $1,127,344   $51,121   $16,000   $10,994,906 
  2020   $925,000   $867,188   $0   $7,700,008   $0   $73,576   $18,255   $9,584,027 
  2019   $925,000   $288,600   $0   $5,499,840   $865,800   $126,711   $18,794   $7,724,746 
  

Brian G. Andrews

 

Executive Vice President, Chief Financial Officer & Treasurer

  2021   $500,000   $113,750   $824,936   $824,993   $341,250   $39,503   $16,000   $2,660,432 
  2020   $500,000   $243,750   $0   $1,475,014   $0   $61,739   $18,259   $2,298,762 
  2019   $425,000   $86,190   $0   $1,099,944   $258,570   $102,243   $19,324   $1,991,271 
  

Daniel G. McBride

 

Executive Vice President &

Chief Operating Officer

  2021   $700,000   $182,000   $1,175,170   $1,174,934   $546,000   $59,569   $16,000   $3,853,673 
  2020   $700,000   $420,000   $0   $2,159,972   $0   $80,289   $16,997   $3,377,259 
  2019   $700,000   $175,280   $0   $1,999,970   $525,840   $138,853   $41,363   $3,581,305 
  

Holly R. Sheffield

 

President, CooperSurgical, Inc.

  2021   $525,000   $119,438   $875,068   $874,936   $358,313   $39,851   $16,000   $2,808,605 
  2020   $525,000   $255,937   $0   $1,694,012   $0   $37,303   $34,465   $2,546,717 
  2019   $525,000   $106,470   $750,043   $749,951   $319,410   $10,554   $44,146   $2,505,573 
  

Agostino Ricupati

 

Chief Accounting Officer / Senior Vice President, Finance & Tax

  2021   $381,754   $68,239   $400,139   $649,938   $204,716   $46,907   $16,000   $1,767,692 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

  

 

 

 

 

 

                                     

(1)

Amounts shown in the “Bonus” column represent awards made in the discretion of the OCC and amounts shown in the “Non-Equity Incentive Plan Compensation” column represent the portion of any incentive that was earned based on satisfaction of quantitative metrics.

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 on page 38 and in our Compensation Discussion and Analysis on page 19.

(2)

Amounts shown in the “Option Awards” and “Stock Awards” columns reflect the aggregate grant date fair value of stock option, restricted stock unit, and performance share awards granted to each Named Executive Officer in accordance with FASB Accounting Standards Codification Topic 718 (ASC 718), Compensation-Stock Compensation. Performance share award 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 Annual Report on Form 10-K for the year ended October 31, 2021. These awards are discussed in more detail below in the narrative discussion following the Grants of Plan Based AwardsTable on page 38 and in the Compensation Discussion and Analysis on page 19.

(3)

Change in value of accumulated pension benefits for the 2021 fiscal year was calculated as the difference between the value of accumulated benefits on October 31, 2021 and the value of accumulated benefits on October 31, 2020.

(4)

Amounts included in the All Other Compensation column for fiscal 2021 represent matching contributions to our 401(k) Plan ($4,000) and annual automobile allowance ($12,000) for each of the NEOs.

Page | 37

Name and
 Principal Position
Year
Salary
($)
Bonus (1)
($)
Stock
Awards (2)
($)
Option
Awards (2)
($)
Non-Equity
 Incentive Plan
Compensation (1)
($)
Change in
Pension
Value (3)
($)
All Other
Compensation (4)
($)
Total
Compensation
($)
Albert G. White III2023$1,054,167$—$5,284,866$5,284,986$1,838,203$12,647$16,054$13,490,923
President & Chief
Executive Officer
2022$925,000$—$4,625,058$4,625,156$1,544,750$—$16,000$11,735,964
2021$925,000$375,781$4,249,836$4,249,824$1,127,344$51,121$16,000$10,994,906
Brian G. Andrews2023$591,667$—$1,125,050$1,124,966$612,637$1,635$16,054$3,472,009
Executive Vice President,
Chief Financial Officer & Treasurer
2022$541,667$—$924,849$925,049$506,567$—$16,000$2,914,132
2021$500,000$113,750$824,936$824,993$341,250$39,503$16,000$2,660,432
Daniel G. McBride2023$745,847$—$2,750,123$—$827,592$25,932$28,624$4,378,118
Executive Vice President &
Chief Operating Officer
2022$720,886$—$1,250,191$1,250,027$796,435$—$16,000$4,033,539
2021$700,000$182,000$1,175,170$1,174,934$546,000$59,569$16,000$3,853,673
Holly R. Sheffield2023$570,840$—$1,574,938$525,032$513,746$19,040$16,000$3,219,596
President, CooperSurgical, Inc.
2022$545,869$—$950,032$949,992$468,755$—$15,850$2,930,497
2021$525,000$119,438$875,068$874,936$358,313$39,851$16,000$2,808,605
Gerard H. Warner III2023$491,670$—$1,750,078$—$469,436$27,288$41,657$2,780,129
President, CooperVision, Inc.2022$437,671$—$875,296$874,983$391,595$—$32,511$2,612,056

(1)Amounts shown in the “Non-Equity Incentive Plan Compensation” column reflect annual cash incentives earned under the 2023 Incentive Payment Plan. The structure of our Incentive Payment Plan is discussed in more detail below in the narrative discussion following the Grants of Plan Based Awards Table and in our Compensation Discussion and Analysis.
(2)Amounts shown in the “Option Awards” and “Stock Awards” columns reflect the aggregate grant date fair value of stock option, RSUs, and PSUs granted to each Named Executive Officer in accordance with ASC 718, Compensation-Stock Compensation. PSU values are presented at Target achievement. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report. The PSU values as of the grant date, assuming that the highest level of performance is achieved, are:
Albert G. White III$10,569,732
Brian G. Andrews$2,250,100
Daniel G. McBride$2,750,123
Holly R. Sheffield$2,099,698
Gerard H. Warner III$1,750,078
These awards are discussed in more detail below in the narrative discussion following the Grants of Plan Based Awards Table and in the Compensation Discussion and Analysis.
(3)Change in value of accumulated pension benefits for the 2023 fiscal year was calculated as the difference between the value of accumulated benefits on October 31, 2023 and the value of accumulated benefits on October 31, 2022. Present value of accumulated benefits at October 31, 2023 are based on a 6.22% discount rate and the Pri-2012 mortality rates with projection scale MP-2021 and the value of accumulated benefits on October 31, 2022 are based on a 5.74% discount rate and the Pri-2012 mortality rates with projection scale MP-2021.
(4)Amounts included in the “All Other Compensation” column for fiscal 2023 represent matching contributions under our 401(k) Plan ($4,000) and annual automobile allowance ($12,000) for each of the NEOs. Amounts for Messrs. McBride and Warner also include travel costs ($12,624 and $25,657 respectively)) for airfare, food, lodging, and other

Page 45

expenses paid in connection with spousal travel to Company events and determined to not be reimbursable expenses under IRS regulations.

Grants of Plan Based Awards Table
This table presents information regarding the possible awards payable under our 2021 Incentive Payment Plan2023 IPP and the value of certain equity awards granted to our NEOs in the 20212023 fiscal year. Our equity grant practices and calculation of awards under the 2021 Incentive Payment Plan2023 IPP are discussed in more detail below and in the Compensation Discussion and Analysis.
  
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards (1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards (2)
All Other
Stock
Awards:
Number
of
Shares
of
Stock
or
Units (3)
(#)
All Other
Option
Awards:
Number
of
Securities
Underlying
Options (4)
(#)
Exercise
or
Base Price
of Option
Awards
($/share)
Grant Date
Fair Value
of Stock
and
Option
Awards (5)
($)
Name
Grant
Date
Threshold
($)
Target
 ($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Albert G. White III12/13/2022$164,714$1,317,708$2,635,417       
 12/13/2022       51,226$329.83$5,284,986
 12/13/2022   8,01216,02332,046   $5,284,866
Brian G. Andrews12/13/2022$55,469$439,167$887,500       
 12/13/2022       10,904$329.83$1,124,966
 12/13/2022   1,7063,4116,822   $1,125,050
Daniel G. McBride12/13/2022$74,585$596,678$1,193,355       
 12/13/2022      4,169  $1,375,061
 12/13/2022  2,0854,1698,338   $1,375,061
Holly R. Sheffield12/13/2022$53,515$428,121$856,243       
 12/13/2022       5,089$329.83$525,032
 12/13/2022      1,592  $525,089
 12/13/2022   1,5923,1836,366   $1,049,849
Gerard H. Warner III12/13/2022$43,021$340,418$688,335       
 12/13/2022      2,653  $875,039
 12/13/2022   1,3272,6535,306   $875,039
(1)Amounts reported in these columns represent the threshold, target, and maximum cash bonus amounts which could have been paid to each NEO under our 2023 IPP, which was approved on page 19.December 13, 2022. Target amounts represent the potential bonus that would be paid on 100% achievement of approved goals under the IPP. Threshold amounts represent the minimum achievement necessary for payment on only the lowest weighted quantitative factor. All awards are capped at a maximum of 200% of the target annual performance-based cash incentive opportunity. The final award amounts for the 2023 IPP were approved on December 12, 2023 and are included in the Summary Compensation Table.
(2)Amounts represent the threshold, target, and maximum amounts of shares distributable under PSUs granted on December 13, 2022 under our 2007 Long-Term Incentive Plan. Awards will vest on the achievement of specified levels of non-GAAP EPS in the 2025 fiscal year.
(3)Stock awards reported in this column were granted as RSUs. Awards were granted on December 13, 2022 and vest ratably over four years from the date of grant.
(4)Option awards reported in this column were granted with an exercise price equal to the closing trading price of our common stock on December 13, 2022 and will expire if not exercised prior to the tenth anniversary of the grant date, or earlier in the event of a termination of employment. These awards will vest ratably over four years from the date of grant.

       

 

Estimated Future Payouts Under
 Non-Equity Incentive Plan Awards (1) 

 

 

Estimated Future Payouts Under
Equity Incentive Plan Awards  (2)

 All  Other
Stock
Awards:
Number of
Shares of
Stock or
Units (3)		 All Other
Option
Awards:
Number of
Securities
Underlying
Options
(4)		 Exercise
or Base
Price of
Option
Awards
($/share)		 Grant Date
Fair Value of
Stock and
Option
Awards (5)
Name Grant
Date		  Threshold Target Maximum Threshold Target Maximum
       

Albert G. White III

  12/8/2020  $144,531 $1,156,250 $2,312,500 -            
       
   12/8/2020        6,146 12,292 24,584       $4,249,836
       
   12/8/2020        -   -   50,545 $345.74 $4,249,824
       

Brian G. Andrews

  12/8/2020  $43,750 $350,000 $700,000 -   -        
       
   12/8/2020        1,193 2,386 4,772       $824,936
       
   12/8/2020        -   - 1,446     $499,940
       
   12/8/2020        -   -   9,812 $345.74 $824,993
       

Daniel G. McBride

  12/8/2020  $70,000 $560,000 $1,120,000 -   -        
       
   12/8/2020        1,700 3,399 6,798       $1,175,170
       
   12/8/2020        -   -   13,974 $345.74 $1,174,934
       

Holly R. Sheffield

  12/8/2020  $45,938 $367,500 $735,000 -   -        
       
   12/8/2020        1,266 2,531 5,062       $875,068
       
   12/8/2020        -   -   10,406 $345.74 $874,936
       

Agostino Ricupati

  12/8/2020  $26,246 $209,965 $419,929 - - -        
       
   12/8/2020        - - -   7,730 $345.74 $649,938
       
   4/1/2021        - - - 1,038     $400,139

Page 46

(5)Amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column represent the grant date fair value of the awards granted in the 2023 fiscal year calculated in accordance with ASC 718. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report.
(1)

Amounts reported in these columns represent the threshold, target, and maximum cash bonus amounts which could have been paid to each Named Executive Officer under our 2021 Incentive Payment Plan, or IPP, which was approved on January 28, 2021. 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 2021 IPP were approved on December 7, 2021 and the value of the final award amounts are included in the “Bonus” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table on page 37.

(2)

Amounts represent the threshold, target, and maximum amounts of shares distributable under performance share awards granted on December 8, 2020 under our 2007 Long-Term Incentive Plan. Awards will vest on the achievement of specified levels of earnings per share in the 2023 fiscal year.

(3)

Stock awards reported in this column were granted as restricted stock units. Mr. Andrews’ award was granted December 8, 2020 and will vest in equal portions on January 8, 2024 and January 8, 2025. Mr. Ricupati’s award was granted April 1, 2021 and will vest in equal portions on April 1, 2024 and April 1, 2025.

(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 8, 2020 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 over four years on each of the first through fourth anniversaries of the date of grant.

(5)

Amounts reported in the “Grant Date Fair Value of Stock and Option Awards” column represent the grant date fair value of the awards granted in the 2021 fiscal year calculated in accordance with ASC 718. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended October 31, 2021.

Page | 38

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 20212023 fiscal year.
Name
Award
Grant Date
Option AwardsStock Awards
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable) (1)
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Shares or
Units
of
Stock
that
have not
Vested
(#)
Market
Value of
Shares or
Units of
Stock that
have not
Vested (2)
($)
Equity Incentive
Plan Awards
Number of
Unearned
Shares,
Units or
Other
Rights
that
have not
Vested
(#)
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
that have
not Vested (2)
($)
A. White12/13/201628,748—$175.31$46,369$—$——$—
12/12/201739,121—$229.66$46,733$—$——$—
5/1/201834,479—$230.09$46,874$—$——$—
12/11/201872,47418,118$254.77$47,098(3)$—$——$—
12/10/201965,58843,725$304.54$47,462(3)$—$——$—
12/8/202025,27325,272$345.74$47,825$—$——$—
12/7/202112,74938,245$406.17$48,189$—$——$—
12/13/2022—51,226$329.83$48,561$—$——$—
12/8/2020——$—$47,825(4)$—$—12,292$3,832,031
12/7/2021——$—$48,189(5)$—$—11,387$3,549,897
12/13/2022——$—$48,561(6)$—$—16,023$4,995,170
B. Andrews12/9/20153,356—$131.60$46,000$—$——$—
12/13/20162,841—$175.31$46,369$—$——$—
12/12/20175,665—$229.66$46,733$—$——$—
5/1/20184,310—$230.09$46,874$—$——$—
12/11/201814,4953,623$254.77$47,098(3)$—$——$—
12/10/201912,5648,376$304.54$47,462(3)$—$——$—
12/8/20204,9064,906$345.74$47,825$—$——$—
12/7/20212,5507,649$406.17$48,189$—$——$—
12/13/2022—10,904$329.83$48,561$—$——$—
12/8/2020——$—$47,825(4)$—$—2,386$743,836
12/7/2021——$—$48,189(5)$—$—2,277$709,855
12/13/2022——$—$48,561(6)$—$—3,411$1,063,379
12/8/2020——$—$47,825(7)$1,446$450,791—$—
D. McBride12/13/201628,748—$175.31$46,369$—$——$—
12/12/201739,121—$229.66$46,733$—$——$—
12/11/201826,3556,588$254.77$47,098(3)$—$——$—
12/10/201918,39812,266$304.54$47,462(3)$—$——$—
12/8/20206,9876,987$345.74$47,825$—$——$—
12/7/20213,44610,336$406.17$48,189$—$——$—
12/8/2020——$—12/8/2030(4)—$—3,399$1,059,638

    

Option Awards

  

Stock 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		  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested		  Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
  

Albert G. White III

  22,999    5,749  $175.31  12/13/2026    (3)  

 

  

 

  

 

   

 

  
 

 

  13,110    8,739  $229.66  12/12/2027    (6)  

 

  

 

  

 

   

 

  
 

 

  17,272           0  $229.66  12/12/2027    (7)  

 

  

 

  

 

   

 

  
 

 

  11,492  22,987  $230.09      5/1/2028  (10)  

 

  

 

  

 

   

 

  
 

 

  36,237  54,355  $254.77  12/11/2028  (11)  

 

  

 

  

 

   

 

  
 

 

  21,863  87,450  $304.54  12/10/2029  (15)  

 

  

 

  

 

   

 

  
 

 

           0  50,545  $345.74    12/8/2030  (16)  

 

  

 

  

 

   

 

  
 

 

   

 

   

 

   

 

   

 

  (17)         0             $0  6,146  $2,562,390
  

Brian G. Andrews

    3,356           0  $131.60    12/9/2025    (2)  

 

  

 

  

 

   

 

  
 

 

      

 

  

 

  

 

    (4)     142    $59,203         0                $0
  
 

 

    2,273       568  $175.31  12/13/2026    (3)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

    (9)     217    $90,472         0                $0
  
 

 

    2,333    1,553  $229.66  12/12/2027    (6)  

 

  

 

  

 

   

 

  
 

 

    1,779           0  $229.66  12/12/2027    (8)  

 

  

 

  

 

   

 

  
 

 

    1,437    2,873  $230.09      5/1/2028  (10)  

 

  

 

  

 

   

 

  
 

 

    7,248  10,870  $254.77  12/11/2028  (11)  

 

  

 

  

 

   

 

  
 

 

    4,188  16,752  $304.54  12/10/2029  (15)  

 

  

 

  

 

   

 

  
 

 

           0    9,812  $345.74    12/8/2030  (16)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

  (18)  1,446  $602,866         0                $0
  
 

 

   

 

   

 

   

 

   

 

  (17)         0             $0  1,193     $497,386
  

Daniel G. McBride

  22,999    5,749  $175.31  12/13/2026    (3)  

 

  

 

  

 

   

 

  
 

 

  13,110    8,739  $229.66  12/12/2027    (6)  

 

  

 

  

 

   

 

  
 

 

  17,272           0  $229.66  12/12/2027    (7)  

 

  

 

  

 

   

 

  
 

 

  13,178  19,765  $254.77  12/11/2028  (13)  

 

  

 

  

 

   

 

  
 

 

    6,133  24,531  $304.54  12/10/2029  (15)  

 

  

 

  

 

   

 

  
 

 

           0  13,974  $345.74    12/8/2030  (16)  

 

  

 

  

 

   

 

  
 

 

   

 

   

 

   

 

   

 

  (17)         0             $0  1,700     $708,764
  

Holly R. Sheffield

    8,764    8,764  $226.30      6/4/2028  (11)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

  (12)  2,209  $920,976         0                $0
  
 

 

    4,942    7,411  $254.77  12/11/2028  (13)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

  (14)  1,766  $736,281         0                $0
  
 

 

    4,810  19,239  $304.54  12/10/2029  (15)  

 

  

 

  

 

   

 

  
 

 

           0  10,406  $345.74    12/8/2030  (16)  

 

  

 

  

 

   

 

  
 

 

   

 

   

 

   

 

   

 

  (17)         0             $0  1,266     $527,821

Page | 3947

Name
Award
Grant Date
Option AwardsStock Awards
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
(#)
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable) (1)
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Shares or
Units
of
Stock
that
have not
Vested
(#)
Market
Value of
Shares or
Units of
Stock that
have not
Vested (2)
($)
Equity Incentive
Plan Awards
Number of
Unearned
Shares,
Units or
Other
Rights
that
have not
Vested
(#)
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
that have
not Vested (2)
($)
12/7/2021——$—12/7/2031(5)—$—3,078$959,567
12/13/2022——$—12/13/2032(6)—$—4,169$1,299,686
12/13/2022——$—12/13/2032(8)4,169$1,299,686—$—
H. Sheffield6/4/201817,528—$226.306/4/2028—$——$—
12/11/20189,8832,470$254.7712/11/2028(3)—$——$—
12/10/201914,4299,620$304.5412/10/2029(3)—$——$—
12/8/20205,2035,203$345.7412/8/2030—$——$—
12/7/20212,6197,855$406.1712/7/2031—$——$—
12/13/2022—5,089$329.8312/13/2032—$——$—
12/8/2020——$—12/8/2030(4)—$—2,531$789,039
12/7/2021——$—12/7/2031(5)—$—2,339$729,183
12/13/2022——$—12/13/2032(6)—$—3,183$992,300
12/11/2018——$—12/11/2028(9)588$183,309—$—
12/13/2022——$—12/13/2032(8)1,592$496,306—$—
G. Warner12/12/2017535—$229.6612/12/2027—$——$—
12/11/20184,9891,647$254.7712/11/2028(3)—$——$—
12/7/20211,7235,168$406.1712/7/2031—$——$—
12/7/2021—2,756$406.1712/7/2031(10)—$——$—
12/13/2022——$—12/13/2032(6)—$—2,653$827,073
12/11/2018——$—12/11/2028(9)451$140,599—$—
12/10/2019——$—12/10/2029(11)1,215$378,776—$—
12/8/2020——$—12/8/2030(12)1,265$394,364—$—
12/7/2021——$—12/7/2031(13)1,154$359,760—$—
12/7/2021——$—12/7/2031(14)616$192,038—$—
12/13/2022——$—12/13/2032(8)2,653$827,073—$—
(1)Except as otherwise noted, each equity award vests as to 25% of the underlying shares on each anniversary of the grant date, subject to continued service with the Company through the applicable vesting date.
(2)Market value calculated based on a price per share of $311.75, which was the closing price of our common stock on October 31, 2023.
(3)Award vests as to 20% of the underlying shares on each anniversary of the date of grant, subject to continued service with the Company through the applicable vesting date.
(4)Award vests on February 2, 2024, subject to continued service with the Company through such vesting date. Share amounts are presented at the target level of achievement. On December 12, 2023, the OCC certified achievement for these awards at maximum achievement, which is capped at 200% of the target. Awards will be settled in cash.
(5)Award vests on achievement of specified levels of growth in non-GAAP earnings per share over a three-year performance period ending October 31, 2024, subject to continued service with the Company through the applicable vesting date. Share amounts are presented at the target level of achievement. The actual number of shares which may be earned is based on a sliding scale between 50% to 200% of the target, assuming threshold achievement is met.
(6)Award vests on achievement of specified levels of growth in non-GAAP earnings per share over a three-year performance period ending October 31, 2025, subject to continued service with the Company through the applicable

    

Option Awards

  

Stock 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		  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested		  Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
  

Agostino Ricupati

       13         0  $162.28    12/9/2024    (1)  

 

  

 

  

 

   

 

  
 

 

     122         0  $131.60    12/9/2025    (2)  

 

  

 

  

 

   

 

  
 

 

     132     704  $175.31  12/13/2026    (3)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

    (4)     176    $73,378          0                $0
  
 

 

  

 

  

 

  

 

  

 

    (5)     348  $145,088          0                $0
  
 

 

  2,436  1,623  $229.66  12/12/2027    (6)  

 

  

 

  

 

   

 

  
 

 

  1,523         0  $229.66  12/12/2027    (8)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

    (9)     409  $170,520          0                $0
  
 

 

  2,142  3,211  $254.77  12/11/2028  (13)  

 

  

 

  

 

   

 

  
 

 

  

 

  

 

  

 

  

 

  (14)     765  $318,944          0                $0
  
 

 

  1,846  7,382  $304.54  12/10/2029  (15)  

 

  

 

  

 

   

 

  
 

 

         0  7,730  $345.74    12/8/2030  (16)  

 

  

 

  

 

   

 

  
 

 

   

 

   

 

   

 

   

 

  (19)  1,038  $432,763          0                $0
                            

(1)

Options were granted on December 9, 2014 and become vested and exercisable in equal portions on each of the first through fifth anniversaries of the date of grant.

(2)

Options were granted on December 9, 2015 and become vested and exercisable in equal portions on each of the first through fifth anniversaries of the date of grant.

(3)

Options were granted on December 13, 2016 and become vested and exercisable in equal portions on each of the first through fifth anniversaries of the date of grant.

(4)

Award granted as RSUs on December 13, 2016 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on each of January 8, 2018, January 8, 2019, January 8, 2020, January 8, 2021, and January 8, 2022.

(5)

Award granted as RSUs on July 1, 2017 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on each of July 1, 2020, July 1, 2021, and July 1, 2022.

(6)

Options were granted on December 12, 2017 and become vested and exercisable in equal portions on each of the first through fifth anniversaries of the date of grant.

(7)

Options were granted on December 12, 2017 and became vested and exercisable in full on December 12, 2020.

(8)

Options were granted on December 12, 2017 and became vested and exercisable in full on February 1, 2021.

(9)

Award granted as RSUs on December 12, 2017 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on each of January 8, 2019, January 8, 2020, January 8, 2021, January 8, 2022, and January 8, 2023.

Page | 40

48


vesting date. Share amounts are presented at the target level of achievement. The actual number of shares which may be earned is based on a sliding scale between 50% to 200% of the target, assuming threshold achievement is met.
(7)Award vests as to 50% of the underlying shares on each of January 8, 2024 and January 8, 2025, subject to continued service with the Company through the applicable vesting date.
(8)Award vests as to 25% of the underlying shares on each of January 8, 2024, January 8, 2025, January 8, 2026, and January 8, 2027 subject to continued service with the Company through the applicable vesting date.
(9)Award vests as to 20% of the underlying shares on each of January 8, 2020, January 8, 2021, January 8, 2022, January 8, 2023, and January 8, 2024, subject to continued service with the Company through the applicable vesting date.
(10)Award vests as to 50% of the underlying shares on each of the third and fourth anniversaries of the date of grant, subject to continued service with the Company through the applicable vesting date.
(11)Award vests as to 20% of the underlying shares on each of January 8, 2021, January 8, 2022, January 8, 2023, January 8, 2024, and January 8, 2025, subject to continued service with the Company through the applicable vesting date.
(12)Award vests as to 25% of the underlying shares on each of January 8, 2022, January 8, 2023, January 8, 2024, and January 8, 2025, subject to continued service with the Company through the applicable vesting date.
(13)Award vests as to 25% of the underlying shares on each of January 8, 2023, January 8, 2024, January 8, 2025, and January 8, 2026, subject to continued service with the Company through the applicable vesting date.
(14)Award vests as to 50% of the underlying shares on each of January 8, 2025 and January 8, 2026, subject to continued service with the Company through the applicable vesting date.
(10)

Options were granted on May 1, 2018 and become vested and exercisable in equal portions on each of the third through fifth anniversaries of the date of grant.

(11)

Options were granted on June 4, 2018 and become vested and exercisable in equal portions on each of the second through fifth anniversaries of the date of grant.

(12)

Award granted as RSUs on June 4, 2018 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on the second through fifth anniversaries of the date of grant.

(13)

Options were granted on December 11, 2018 and become vested and exercisable in equal portions on each of the first through fifth anniversaries of the date of grant.

(14)

Award granted as RSUs on December 11, 2018 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on each of January 8, 2020, January 8, 2021, January 8, 2022, January 8, 2023, and January 8, 2024.

(15)

Options were granted on December 10, 2019 and become vested and exercisable in equal portions on each of the first through fifth anniversaries of the date of grant.

(16)

Options were granted on December 8, 2020 and become vested and exercisable in equal portions on each of the first through fourth anniversaries of the date of grant.

(17)

Performance share awards granted on December 8, 2020 which will vest depending on the achievement of specified levels of growth in earnings per share for the 2023 fiscal year. Share amounts represent threshold payout amounts and are valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October).

(18)

Award granted as RSUs on December 8, 2020 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on each of January 8, 2024 and January 8, 2025.

(19)

Award granted as RSUs on April 1, 2021 and valued at $416.92 per share, the closing price of our stock on October 29, 2021 (the last trading day of October). The units vest in equal portions on each of the third and fourth anniversaries of the date of grant.

Option Exercises and Stock Vested Table

The following table details the number of shares acquired by the NEOs on exercise of stock options or release of shares upon vesting of Restricted Stock Unit awardsRSUs during the 20212023 fiscal year.

   
  

 

  

Option Awards

   

Stock Awards

 
  
Name  Number of Shares
Acquired on
Exercise		   Value Realized
on Exercise		   Number of
Shares Acquired
on Vesting		   Value Realized
on Vesting		 
  

Albert G. White III

   79,745    $20,730,555    -    $- 
  

Brian G. Andrews

   4,963    $1,545,001    442    $160,548 
  

Daniel G. McBride

   72,624    $22,770,806    -    $- 
  

Holly R. Sheffield

   -    $-    1,694    $636,008 
  

Agostino Ricupati

   4,054    $917,720    1,219    $456,617 
  
 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

   

 

 

 

 

 

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None of our NEOs exercised stock options.

NameStock Awards
Number of Shares Acquired on VestingValue Realized on Vesting
Albert G. White III—$—
Brian G. Andrews108$37,278
Daniel G. McBride—$—
Holly R. Sheffield1,693$596,848
Gerard H. Warner III2,467$851,534

Pension Benefits Table

Credited service and value of the accumulated benefits payable to our NEOs as of October 31, 20212023 under our Retirement Income Plan (the “RIP”) at the RIP’s normal retirement age of 65 are as follows:
NamePlan NameYears of
Credited Service
Present Value of
Accumulated
Benefit (1)
Payments
During
Last Fiscal Year
Albert G. White IIIRetirement Income Plan16.50$290,449$—
Brian G. AndrewsRetirement Income Plan16.50$154,255$—
Daniel G. McBrideRetirement Income Plan17.67$415,902$—
Holly R. Sheffield (2)
Retirement Income Plan4.33$86,087$—

     
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  14.5  $467,140  $-0-
  

Brian G. Andrews

  Retirement Income Plan  14.5  $330,915  $-0-
  

Daniel G. McBride

  Retirement Income Plan  15.67  $568,743  $-0-
  

Holly R. Sheffield (2)

  Retirement Income Plan  2.33  $87,708  $-0-
  

Agostino Ricupati

  Retirement Income Plan  7.25  $267,396  $-0-
  
 

 

   

 

   

 

   

 

   

 

Page 49

NamePlan NameYears of
Credited Service
Present Value of
Accumulated
Benefit (1)
Payments
During
Last Fiscal Year
Gerard H. Warner IIIRetirement Income Plan10.42$258,531$—
(1)Present value is calculated as of the October 31, 2023 measurement date and is based on a 6.22% discount rate and the Pri-2012 mortality rates with projection scale MP-2021.
(2)As of fiscal year end, Ms. Sheffield had not yet vested in her accrued benefits under the RIP.
(1)

Present value is calculated as of the October 31, 2021 measurement date and is based on a 2.76% discount rate and the Pri-2012 mortality rates with projection scale MP-2021.

(2)

As of fiscal year end, Ms. Sheffield is not yet vested in the retirement income plan.

Narrative to Pension Benefits Table

The Company’s Retirement Income Plan (the “Plan”)RIP was adopted in December 1983. The majority of the Company’s U.S. employees who work at least 1,000 hours per year and were hired before August 1, 2019 are covered by the Plan.RIP. For services performed after December 31, 1988, members are entitled toparticipants accrue an annual retirement benefit equal to 0.60% of base annual compensation up to $10,000 and 1.20% of annual base annual 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. Furthermore,Further, current active members are entitled toactively 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 Yearsyears of service. For service prior to January 1, 1989, members are entitled toparticipants 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 this Planthe RIP upon retirement (at the RIP’s normal retirement age of 65) are as follows:

OfficerEstimated Annual Benefits Payable
                  OfficerEstimated Annual
Benefits Payable

Albert G. White III

$90,441

95,861

Brian G. Andrews

$117,131

126,752

Daniel G. McBride

$76,069

79,169

Holly R. Sheffield (1)

$58,530

64,550
Gerard H. Warner III$59,484
(1) As of fiscal year end, Ms. Sheffield had not yet vested in her accrued benefits under the RIP.

Agostino Ricupati

$60,316

(1)

As of fiscal year end, Ms. Sheffield is not yet vested in the retirement income plan.

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Potential Payments Upon Termination onor a Change in Control

The following table provides estimated payments to our NEOs if a covered termination of employment occurred on October 31, 2021.2023. Values in the table reflectinclude, as applicable: 1) cash severance plusseverance; 2) annual bonus compensation payable under the 2023 IPP; 3) value of equity awards that would be exercisable and/or that would vest and be settled on a termination of employment.employment; and 4) continued medical benefits.
The value of accumulated benefits payable under the RIP, as shown in the Pension Benefits Table, are not included. Equity award value is calculated based on a stock price per share of $416.92,$311.75, which was the closing price of our common stock on October 29, 2021 (the last trading day on the NYSE prior to October 31, 2021).2023.

 

 

  Termination without Cause /
Resignation with Good Reason		  Change in Control    Death / Disability  

Albert G. White III

  $45,476,648  $61,187,788  $44,805,324

Brian G. Andrews

  $7,876,455  $12,603,052  $8,917,302

Daniel G. McBride

  $23,828,409  $28,900,401  $23,233,349

Holly R. Sheffield

  $7,317,471  $12,617,814  $8,716,696

Agostino Ricupati

  $2,011,636  $4,448,574  $1,906,503

 

  

 

  

 

  

 

Page 50

Termination without Cause /
Resignation with Good Reason
Termination without Cause /
Resignation with Good Reason
in connection with a
Change in Control
Death / Disability
Albert G. White III$19,917,691$40,766,735$21,382,028
Brian G. Andrews$5,020,416$5,886,024$6,368,689
Daniel G. McBride$12,229,625$18,977,424$14,329,169
Holly R. Sheffield$4,331,520$5,323,447$4,880,057
Gerard H. Warner III$1,009,435$3,684,670$2,397,627
The receipt of all severance payments and benefits (excluding payments and benefits received upon death or disability) is subject to continued compliance with all obligations to the Company, including under any confidentiality agreement with the Company, and the NEO’s execution and delivery of a release of claims in favor of the Company.

Messrs. White, McBride, Andrews, and Ms. Sheffield

(1)(2)

Termination Without Cause or Resignation for Good Reason

•Severance payment equal to 24 months of base salary (paid in continuing installments on our ordinary payroll schedule),

•Target value of annual cash bonus earned under our Incentive Payment PlanIPP for the year in which employment terminates (paid as a lump sum),

•Reimbursement of monthly COBRA premiums for up to 24 months

•  Value of accumulated pension benefits,

•  One year to exercise any currently outstanding and exercisable stock options, and

•  All time-vestingtime-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.

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)

(3)

•Severance payment equal to 36 months of base salary (paid in continuing installments on our ordinary payroll schedule),

•Target value of annual cash bonus under our IPP for the year in which employment terminates (paid in a lump sum)
•Reimbursement of monthly COBRA premiums for up to 36 months
•All outstanding equity awards will be accelerated, with any PSUs to be paid at the target value (unless otherwise specified in the underlying award agreement)
•One year to exercise any outstanding and exercisable stock options, including accelerated options

Page 51

Termination on Death or Disability (4)
•Target value of annual cash bonus under our IPP, prorated based on the period of service in the IPP plan year prior to executive’s termination date.
•Outstanding equity awards accelerated on a monthly pro-rata basis, based on the period of service in the vesting term of the award prior to executive’s termination date.
•One year to exercise any outstanding and exercisable stock options, including accelerated options
(1)Executive employment agreements include an Internal Revenue Code (“IRS Code”) Section 280G “best pay” provision pursuant to which in the event any payments or benefits received by the NEO would be subject to an excise tax under IRS Code Section 4999, they will receive either the full amount of such payments or a reduced amount such that no portion of the payments is subject to the excise tax, whichever results in the greater after-tax benefit to the executive.
(2)NEOs are also entitled to their accrued benefits under the RIP, as described above under Pension Benefits Table, except that, as of fiscal year end, Ms. Sheffield had not yet vested in her accrued benefits under the RIP.
(3)Payable in the event of termination of employment without Cause, or resignation with Good Reason, within 3 months prior to or 12 months following a Change in Control (as defined in the relevant agreements).
(4)Payable to NEO or their estate, as appropriate.
Mr. Warner (1)
Termination Without Cause (2)
•Severance payment of approximately 5 months of base salary (paid in continuing installments on our ordinary payroll schedule)
•Value of annual cash bonus earned under our Incentive Payment Plan for the year in which employment terminates (paid in a lump sum),

•Three months to exercise any currently outstanding and exercisable stock options; outstanding RSUs are forfeited on termination
Termination in Connection with a Change in Control (3)
•Severance payment equal to 12 months of base salary (paid in continuing installments on the Company’s ordinary payroll schedule)
•Pro rata portion of target value of annual cash bonus earned under our IPP for the year in which employment terminates (paid in a lump sum)
•Reimbursement of monthly COBRA premiums for up to 3612 months

•  Value of accumulated pension benefits, and

•  All outstanding equity awards will be accelerated, with any performance share awards to be paid at the target value (unless otherwise specified in the underlying award agreement).

Page 52

Termination on Death or Disability (2)

•Target value of annual cash bonus earned under our Incentive Payment Plan,

•  Any amounts dueIPP, prorated based on the period of service in the IPP year prior to the Named Executive Officer at the time ofexecutive’s termination of employment,

date.

•  Outstanding equity awards accelerated on a pro-rata basis, and

•  One year to exercise any currently outstanding and exercisable stock options.

options; outstanding RSUs are forfeited on termination.
(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).

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

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53


(2)

Payable to Named Executive Officer or their estate, as appropriate.

CEO PAY RATIO

(3)

Executive employment agreements include an Internal Revenue Code (“Code”) Section 280G “best pay” provision pursuant to which in the event any payments or benefits received by the Named Executive Officer would be subject to an excise tax under 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.

Mr. Ricupati

Termination in Connection with a Change in Control (1)

•  Severance payment equal to 12 months of base salary (paid in continuing installments on our ordinary payroll schedule),

•  Pro rata portion of target value of annual cash bonus earned under our Incentive Payment Plan for the year in which employment terminates (paid in a lump sum),

•  Reimbursement of monthly COBRA premiums for up to 12 months,

•  Value of accumulated pension benefits, and

•  All outstanding equity awards will be accelerated, with any performance share awards to be paid at the target value (unless otherwise specified in the underlying award agreement).

(1)

Payable in the event of termination of employment without Cause, or resignation with Good Reason, within 12 months following a Change in Control (as defined in the relevant agreement).

(2)

Termination without Cause or due to Mr. Ricupati’s death or disability will be handled in accordance with severance policies generally applicable to all employees and the terms of underlying equity award agreements.

CEO Pay Ratio

The ratio of our CEO’s total annual compensation to the median annual total compensation of all employees excluding the CEO (the “CEO Pay Ratio”) is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

As permitted by Item 402(u) of Regulation S-K, for fiscal year 2023, we used the same median employee for the pay ratio as was used for the pay ratio in the Proxy Statement for fiscal year 2022.

To identify the median employee, we evaluated the base salary of all employees globally (other than our Chief Executive Officer) as of October 31, 2021.2022. We believe this measure most reasonably reflects the typical annual compensation of our employee population and was consistently applied for all employees.

For employees paid other than in U.S. dollars, base salary amounts were converted from local currency to USD based on exchange rates on October 31, 2021.2023. We did not exclude any non-U.S. employees under the de minimis or other exceptions set forth in Item 402(u) of Regulation S-K, and we did not make any cost-of-living adjustments. Once the median employee was identified, we calculated the median employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table.

As calculated, we determined:

•The annual total compensation of our median-paid employee for fiscal 2023 was $36,105.

$39,543.

•

The annual total compensation of our Chief Executive Officer was $10,994,906 (as described above in the Summary Compensation Table on page 37).

•The annual total compensation of our Chief Executive Officer for fiscal 2023 was $13,490,923 (as described above in the Summary Compensation Table).

•The ratio of CEO compensation to the median of the annual total compensation of our median employee was 341:1.

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

Page 54

Fiscal
Year
SCT Total
Compensation
for PEO (1)
Compensation
Actually Paid
to PEO
(1) (3)
Average SCT
Total Compensation
 for
Other NEOs (2)
Average
Compensation
Actually Paid
to
Other NEOs
(2) (3)
Value of Initial Fixed
$100 Investment
Based On:
Net Income (5)
(in millions)
Company
Selected
Measure:
Total
Stockholder
Return (4)
Peer Group
Stockholder
Return (4)
Non-GAAP
EPS (6)
2023$13,490,923$22,309,137$3,462,463$4,997,872$97.77$99.33$294.2$12.81
2022$11,735,964$(9,232,263)$3,122,556$(1,008,290)$85.72$102.28$385.8$12.42
2021$10,994,906$36,205,083$2,772,601$7,944,570$130.69$132.08$2,944.7$13.24
(1)Our PEO for all presented fiscal years was Albert G. White III
(2)Our Other NEOs for each year were:
•2023 and 2022: Brian G. Andrews, Daniel G. McBride, Holly R. Sheffield, and Gerard H. Warner III
•2021: Brian G. Andrews, Daniel G. McBride, Holly R. Sheffield, and Agostino Ricupati
(3)Total compensation reported for our employeesPEO and the average compensation of the Other NEOs for each fiscal year in the 2023 SCT was 305:1.adjusted in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid” as follows:
 FY 2023FY 2022FY 2021
CEO
($)
Average
for
Other NEOs
($)
CEO
($)
Average
for
Other NEOs
($)
CEO
($)
Average
for
Other NEOs
($)
SCT Total Compensation:$13,490,923$3,462,463$11,735,964$3,122,556$10,994,906$2,772,601
Adjustments for Equity Fair Value:
Deduct: equity award value
reported in the SCT
$(10,569,853)$(2,212,547)$(9,250,214)$(2,000,105)$(8,499,660)$(1,700,029)
Add: year-end fair value (FV) of
awards granted during the FY
and remaining unvested at FY end
$11,289,458$2,192,652$6,953,597$1,503,562$18,414,809$3,685,523
Add: vesting date FV of awards
granted and vested during the FY
$0$0$0$0$0$0
Add/(Deduct): change in year-end
FV of prior year awards remaining
unvested at FY end
$5,603,219$1,074,119$(17,482,099)$(3,405,635)$13,119,132$2,709,109
Add/(Deduct): change in FV from
prior FY end of prior-year awards that
vested during FY
$2,487,221$477,940$(1,224,000)$(261,639)$2,193,605$493,591
Adjustments for Pension Value:
(Deduct): aggregate change in
actuarial present value of the RIP
$(12,647)$(18,474)$0$0$(51,121)$(46,458)
Add/(Deduct): prior service cost
attributed to benefits under the RIP
$20,816$21,719$34,489$32,971$33,412$30,233
Compensation Actually Paid in FY:$22,309,137$4,997,872$(9,232,263)$(1,008,290)$36,205,083$7,944,570
Equity values are calculated in accordance with ASC 718. The SCT value of stock options relies on a Black-Scholes Model and the year-end value of stock options used for determining CAP was calculated using the Hull-White Lattice Model. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report.
(4)Reflects cumulative total shareholder return (“TSR") of the Company and of the S&P 500 Healthcare Equipment Index assuming a $100 investment on October 31, 2020 and the reinvestment of all dividends.
(5)This column presents the Company's consolidated net income as reported in our Form 10-K for each covered year.
(6)Non-GAAP EPS as reported in our year-end earnings disclosures.

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55


Financial Performance Measures
We believe the most important financial measures linking executive compensation to company performance in the past fiscal year are:
Financial Measures:
 Revenue (Organic or Constant Currency)
 Non-GAAP EPS (Constant Currency)
Operating Income (Constant Currency)
Relationship Between CAP and Financial Performance
The total compensation paid to our PEO and Other NEOs, as disclosed in the SCT, is comprised of salary, annual cash incentives, equity awards, certain pension values, and other compensation paid during the fiscal year.
The CAP calculation for each year adjusts the compensation disclosed in the SCT to incorporate adjustments to the fair value of equity awards as detailed in the above Pay Versus Performance table and its footnotes. The CAP adjustment fluctuates due to changes in the Company's stock price in each of the years.
The following graphs show the relationship between the CAP for our PEO and our Other NEOs and certain indicators of financial performance for Cooper for the fiscal years ended October 31, 2023, 2022 and 2021.
Relationship between CAP and TSR for Cooper and the S&P 500 Healthcare Equipment Index
PVP_graph1(HD).jpg

DIRECTOR COMPENSATION

Page 56

Relationship between CAP and Net Income
PVP_graph2(HD).jpg
Relationship between CAP and Non-GAAP EPS
PVP_graph3(HD).jpg

Page 57

DIRECTOR COMPENSATION
Directors of a publicly traded company have substantial responsibilities and time commitments and, with ongoing changes in corporate governance standards, highly qualified and experienced directors are in high demand; therefore, we seek to provide suitable economic incentives for our directors and to compensate them appropriately for their continued performance, increased responsibilities, and dedication. This compensation applies only to our Non-Employee Directors.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.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 in making Non-Employee Directornon-employee director compensation recommendations to the Board. Compensation levels are reviewed at least annually and modified as the Board considers necessary or appropriate.

Components of Director Compensation

Cash Compensation

In fiscal 2021,2023, our Non-Employee Directorsnon-employee directors received an annual retainer for their service. Additional annual retainers, in recognition of additional responsibility, were paid to the Chairman of the Board, the independent Lead Director, and the Chair of each committee of the Board.

The Non-Employee Directors also received payment for each meeting attended, for time spent on company business, and for one day of travel in connection with meetings. Fees were paid as follows:

Annual Retainer: 

Annual Retainer:

Chairman of the Board

$125,000 175,000

Non-Executive Lead Director

$40,000 70,000

All other Other Non-Employee Directors

$30,000 50,000

Annual Retainer for Service as a Committee Chair:

Audit Committee

$17,500 

Organization & Compensation Committee

$12,000 

Corporate Governance & Nominating Committee

$10,000 

Attendance at Meetings of the Board & its Committees:

$1,000 – $2,000 (per meeting)

Additional Cash Compensation for Service:

Travel Days (one per set of scheduled meetings)$2,000 
Other time spent on Company business (per hour)$250 

Page | 45

Directors appointed to, or resigning from, the Board mid-year are entitled to a prorated portion of the annual retainer based on the number of months of service provided for the fiscal year in which they enter or leave service, rounded to the nearest whole month.

Changes for Fiscal 2022

As part of its annual review of compensation for the Non-Employee Directors, the Board has decided to simplify the payment structure and remove separate cash payments for meeting attendance, time spent on company business, and travel days. Annual stipends will be adjusted to compensate for meeting fees and to align with peer practices. Starting in November 2021, director fee payments are as follows:

Annual Retainer:

Chairman of the Board

$175,000 

Non-Executive Lead Director

$70,000 

All other Non-Employee Directors

$50,000 

Additional Annual Retainer for Service as a Committee Chair:

Audit Committee

$25,000

Organization & Compensation Committee

$20,000

Corporate Governance & Nominating Committee

$15,000

Equity Compensation

Our Non-Employee Directorsnon-employee directors are eligible to receive annual equity awards in the form of restricted stock units (“RSUs”)RSUs under the Company’s 2020 Long-Term Incentive Plan for Non-Employee Directorsnon-employee directors (the “2020 Directors’ Plan”).
Grants have a total grant date value of $270,000 (or $283,500 and $297,000 in the case of the Lead Director and Chairman, respectively) and are awarded annually on April 1st. 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. Theserved and the prorated number of shares will be released on the originalstandard April 1 vesting date. If a director’s service waswere terminated prior to the vesting date for Cause, as defined in the 2020 Directors’ Plan, theythe director would immediately forfeit the award.

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58


Director Compensation Table

The following table sets forth the total compensation paid to the Non-Employee Directorsnon-employee directors for their service on the Board and its committees during the 20212023 fiscal year. At present, the Non-Employee Directorsnon-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.

Name  Fees Earned or Paid
in Cash (1)		    Stock Awards (2)(3)    Total

  Robert S. Weiss (Chairman)

  $113,917    $296,827    $410,744

  William A. Kozy (Lead Director)

  $82,833    $283,335    $366,168

  Colleen E. Jay

  $69,000    $269,843    $338,843

  Jody S. Lindell

  $77,500    $269,843    $347,343

  Teresa S. Madden

  $54,500    $359,700    $414,200

  Gary S. Petersmeyer

  $64,000    $269,843    $333,843

  Maria Rivas, M.D.

  $25,000    $202,306    $227,306

  A. Thomas Bender (4)

  $67,583    $0    $67,583

  Allan E. Rubenstein (4)

  $20,667    $0    $20,667

(1)

Fees earned represent all cash compensation paid to the Non-Employee Directors for their service during the most recent fiscal year.

(2)

Represents the aggregate grant date fair value of restricted stock units granted under the 2020 Directors’ Plan to all of the Non-Employee Directors as follows:

•

Ms. Madden received a prorated grant on December 1, 2020 providing the right to receive 269 shares on April 1, 2021.

•

The directors serving on April 1, 2021 received a grant providing the right to receive shares on April 1, 2022 as follows:

○

Mr. Weiss, as Chairman of the Board, received an award providing the right to receive 770 shares,

○

Mr. Kozy, as Lead Director, received an award providing the right to receive 735 shares,

○

Ms. Jay, Ms. Lindell, Ms. Madden, and Mr. Petersmeyer received awards providing the right to receive 700 shares,

•

Ms. Rivas received a prorated grant on July 1, 2021 providing the right to receive 502 shares on April 1, 2022, and

•

Mr. Bender and Dr. Rubenstein did not receive grants during fiscal 2021.

non-employee directors.

Name
Fees Earned or
Paid in Cash (1)
Stock Awards
(2)(3)
Total
Robert S. Weiss (Chairman)
$175,000$296,821$471,821
William A. Kozy (Lead Director)
$85,000$283,380$368,380
Colleen E. Jay$70,000$269,939$339,939
Jody S. Lindell (4)
$33,333$0$33,333
Cynthia L. Lucchese$41,667$269,939$311,606
Teresa S. Madden$75,000$269,939$344,939
Gary S. Petersmeyer$50,000$269,939$319,939
Maria Rivas, M.D.$50,000$269,939$319,939
(1)Fees earned represent all cash compensation paid to the non-employee directors for their service during the most recent fiscal year.
(2)Represents the grant date fair value of RSUs granted under the 2020 Directors’ Plan to all the non-employee directors serving on April 1, 2023, subject to continued service on our Board, as follows:
oMr. Weiss, as Chairman of the Board was granted 795 RSUs.
oMr. Kozy as Lead Director was granted 759 RSUs.
oMs. Jay, Ms. Lucchese, Ms. Madden, Mr. Petersmeyer, and Dr. Rivas were each granted 723 RSUs.
All awards will vest in full on April 1, 2024. The amounts shown reflect compensation costs recognized in our financial statements in accordance with ASC 718. For a discussion of valuation assumptions, see Note 9, Stock Plans, in our Notes to Consolidated Financial Statements included in our 2023 Annual Report onForm 10-K for the year endedReport.
(3)On October 31, 2021.

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2023, each non-employee director held the following options and RSU awards:

(3)

On October 31, 2021, each Non-Employee Director also had the following stock options outstanding from awards in prior years:

NameOutstanding Stock    
Options

Robert S. Weiss

        190,241

William A. Kozy

1,766

Colleen E. Jay

1,766

Jody S. Lindell

9,091

Teresa S. Madden

-

Gary S. Petersmeyer

3,064

Maria Rivas, M.D.

-

A. Thomas Bender

10,000

Allan E. Rubenstein

-

NameShares Underlying Outstanding Stock OptionsNumber of RSUs Outstanding
Robert S. Weiss139,692795
William A. Kozy1,766759
Colleen E. Jay1,766723
Jody S. Lindell5,8640
Cynthia L. Lucchese0723
Teresa S. Madden0723
Gary S. Petersmeyer1,782723
Maria Rivas, M.D.0723

Mr. Weiss’ outstanding options include options granted under the 2007 Long Term Incentive Plan for employees while Mr. Weiss served as CEO.our Chief Executive Officer.
(4)Payments to Ms. Lindell represent meeting fees and a pro rata stipend for service as a director through March 2023. Ms. Lindell retired as a director effective on the date of the 2023 Annual Meeting and, accordingly, was not granted RSUs under the 2020 Directors’

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Plan. Ms. Lindell's outstanding options will remain exercisable by their terms for three years from her resignation as a director.
Mr. Kurzius joined the Board after the start of the 2024 fiscal year and received no payments during the 2023 fiscal year, so is not included in the table.
(4)

Mr. Bender and Dr. Rubenstein served on our Board until their retirements in March 2021. Payments represent meeting fees and a pro rata stipend for service as a director.

Director Stock Ownership Requirements

The Board has adopted stock ownership requirements for Non-Employee Directors.non-employee directors. The Board adopted this requirement to strengthen the relationship between director and stockholder interests. Under the current requirements, Non-Employee Directorsnon-employee directors must hold shares of our common stock valued at five (5) times their annual retainer.

Shares held must be free of restrictions to meet ownership requirements, and until the required ownership values are met the Non-Employee Directorsnon-employee directors must retain 100% of the shares of common stock received on vesting of stock awards or on exercise of stock options. All of the Non-Employee Directorsour non-employee directors complied with the applicable ownership requirements during fiscal 2021.as of October 31, 2023.

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60

PROPOSAL 1 — ELECTION OF DIRECTORS


PROPOSAL 1 — 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 the Annual Meeting and has fixed the number of directors to be elected at the 20222024 Annual Meeting at eight.

Our

After many years of dedicated service to the Company and its stockholders, Gary S. Petersmeyer announced his intention to retire from the Board of Directors has eight members as ofand will not be standing for re-election at the date of this Proxy Statement. All directors are elected annually by a majority of votes cast.

2024 Annual Meeting.

The names of theNominees
The nominees presented for election as directors are listed below, along with information regarding when they joined the Board, their present principal occupation, recent business experience, and their service on other companies’ boards of directors. Each nominee listed below currently serves on the Board and there are no family relationships between any of the nominees, or between the nominees and any of our officers.

Each nominee, if elected, will serve as a director until the next Annual Meeting or until their successor is duly elected and qualified. All of the 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 in the event thatif 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.

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The Nominees

Director Nominees for Consideration at the Annual Meeting


Committee Memberships

Financial
Expert
Other
Public
Boards
Demographics
Current DirectorsSinceAgeAuditCGNCOCCIndependentGender
Race /
Ethnicity
Robert S. Weiss (Chairman)
199677




--MWhite
William A. Kozy (Lead Director)
201672

❖◆

1MWhite
Colleen E. Jay201661

◆❖

2FWhite
Lawrence E. Kurzius202366◆

◆2MWhite
Cynthia L. Lucchese202263◆◆

2FWhite
Teresa S. Madden202067❖

◆1FWhite
Maria Rivas, M.D.202160◆◆


--FHispanic
Albert G. White III (CEO)
201854





--MWhite
❖- Committee Chair◆ – Committee Member


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Colleen E. JayJoined The Board: April 2016

  COLLEEN E. JAY

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

JOINED THE  BOARD:Joined The Board: April 2016

AGE: 59

INDEPENDENT DIRECTOR

COMMITTEES:

ORGANIZATION & COMPENSATION

COMMITTEE (CHAIR)

CORPORATE GOVERNANCE &

NOMINATING COMMITTEE

Vice Chairman
Independent Lead Director

Business Experience

Committees: Ms. Jay served as a Global Division President for Procter and Gamble until her retirement in October 2017. Her most recent operational assignment was President, Global Beauty Specialty Business at Procter & Gamble from 2015 where she was responsible for the Wella Professional Salon, Cosmetics, Retail Hair Color, and Fragrance businesses, and the successful divestiture of them.

Prior to that, Ms. Jay led the multi-billion dollar Global Retail Hair Care and Color division of Procter & Gamble from 2012 to 2015 and the Global Female Beauty division from 2010 to 2012. She also served as Vice President & General Manager, Greater China Feminine Care, Personal Cleansing, Oral Care & Entire China Marketing Function, based in Guangzhou, China, from 2006 to 2009, where she was responsible for businesses with a combined value of over $1 Billion.

She worked in various positions with Procter & Gamble since July 1985 and has led operational units in the United States, Canada, China, and Switzerland (including leading global businesses) during the course of her career. Ms. Jay has also volunteered at Catalyst, Inc., a non-profit organization dedicated to improving workplace inclusion for women.

Other Directorships and Memberships: Ms. Jay serves on the board of Treasury Wine Estates (ASX:TWE), a publicly traded company making and selling wine for the global market.

Qualifications to Serve: Ms. Jay has almost 35 years of experience within the consumer goods industry, including over 15 years of experience as a senior executive. She has first-hand experience with leading large, complex international business operations, including direct responsibility for operations in China and Europe, giving her a strong background in international business, including strategy, sales and marketing, regulatory challenges, and cultural differences in various markets. She brings strong operational, consumer branding and global perspective to the Board that assists with understanding and analyzing our markets and global expansion. The

Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Ms. Jay for re-election to the Board.

(Chair)
Organization & Compensation Committee
Mr. Kozy has over 40 years of experience in the medical technology industry. Prior to serving as Chief Operating Officer for Becton Dickinson, key business worldwide leadership assignments included responsibilities for the Biosciences, Diagnostic, and Medical segments of the company. He is the only leader in Becton Dickinson history to have led all three segments of the company in his career. He also

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62


brings corporate leadership experience from Becton Dickinson in other areas: innovation systems, company manufacturing, and Becton Dickinson’s first ERP implementation. Overall, Mr. Kozy brings depth of general management experience in business strategy, operations, and financial performance to this role. Additionally, he has considerable experience in merger and acquisition activity, with integration as an area of executive focus.
Business Experience:
Mr. Kozy served as the Chief Operating Officer of Becton Dickinson (NYSE: BDX) from 2012 until his retirement in 2016, and as its Executive Vice President from 2006 until 2016. He also served as a member of the corporate Leadership Team for Becton Dickinson and in various executive roles since 1988, including Senior Vice President of Company Operations from 1998 until 2002, President of BD Diagnostics from 2002 through 2006, President of the BD Biosciences segment from 2006 to 2009 and head of BD Medical from 2009 through 2011. Mr. Kozy holds a bachelor’s degree from Kenyon College.
Other Directorships and Memberships:
Mr. Kozy is the chair of the board of directors of LivaNova PLC (NASDAQ: LIVN), a publicly traded medical device company focused on neurological and cardiovascular medicine. He also serves on the nominating and corporate governance committee.
He also serves as a senior advisor to McKinsey & Company, a global management firm, with a focus on mergers and acquisitions.
Lawrence E. KurziusJoined The Board: December 2023

  WILLIAM A. KOZY

Independent Director
Audit Committee Financial Expert
Committees:
Audit Committee
Organization & Compensation Committee
Mr. Kurzius has over 25 years of experience in senior executive leadership roles and as a member of the board of directors with a publicly traded multinational company. He has experience with strategic planning and leadership, international operations, consumer goods marketing, and directing the day-to-day operations of a complex, global business.
Business Experience:
Mr. Kurzius currently serves as the Executive Chairman of McCormick & Company, Inc. (NYSE: MKC) and previously served as Chairman from 2017 to 2023. Previously, he served as Chief Executive Officer of McCormick from 2016 to 2023, and he also served as its President from 2015 until 2022 and as Chief Operating Officer from 2015 to 2016. He served in other senior positions within McCormick, including President of its global consumer business from 2013 to 2016, Chief Administrative Officer from 2013 to 2015, President of its international business from 2008 to 2013, and in other regional and divisional leadership roles from 2003. Prior to joining McCormick, he served as Chief Executive Officer of Zatarain’s Brands, Inc. until its acquisition by McCormick. Mr. Kurzius graduated from Princeton University magna cum laude with a degree in economics.
Other Directorships and Memberships:
Mr. Kurzius serves on the board of two publicly traded companies (in addition to Cooper):

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•McCormick & Company, Inc. (NYSE: MKC), a food business that manufactures, markets, and distributes spices, seasoning mixes, condiments, and other products to the food industry; and
•Elanco Animal Health Inc. (NYSE: ELAN), an animal health company that innovates, develops, manufactures, and markets products for pets and farm animals. He also serves on Elanco’s corporate governance committee and as chair of its compensation and human capital committee.
He also serves on the board of three non-profit organizations:
•National Association of Manufacturers
•National Sporting Library & Museum
He previously served on the board of Zatarain’s Brands, Inc. from 1997 to 2004. He also previously served on the boards of several non-profit organizations, including the Consumer Goods Forum, the Consumer Brands Association and the Greater Baltimore Committee from 2016 to 2023, and as a trustee of Jacksonville University from 2010 to 2019.
Cynthia L. Lucchese

JOINED THE BOARD:2016

Joined The Board: October 2022

AGE: 70

INDEPENDENT LEAD DIRECTOR &

VICE CHAIRMAN

COMMITTEES:

CORPORATE GOVERNANCE &

NOMINATING COMMITTEE (CHAIR)

ORGANIZATION & COMPENSATION

COMMITTEE

Independent Director
Audit Committee Financial Expert

Business Experience

Committees:Mr. Kozy served as the Chief Operating Officer of Becton Dickinson (NYSE: BDX) from 2012 until his retirement in 2016, and as its Executive Vice President from 2006 until 2016. He also served as a member of the corporate Leadership Team for Becton Dickinson and in various executive roles since 1988, including Senior Vice President of Company Operations from 1998 until 2002, President of BD Diagnostics from 2002 through 2006, President of the BD Biosciences segment from 2006 to 2009 and head of BD Medical from 2009 through 2011.

Other Directorships and Memberships: Mr. Kozy the chairman of the board of directors of LivaNova PLC (NASDAQ:LIVN), a publicly traded medical device company focused on neurological and cardiovascular medicine. He also serves on the nominating and corporate governance committee. He also serves as a senior advisor to McKinsey & Company, a global management firm, with a focus on mergers and acquisitions.

Qualification to Serve: Mr. Kozy has over 40 years of experience in the medical technology industry. Prior to serving as Chief Operating Officer for Becton Dickinson, key business worldwide leadership assignments included responsibilities for the Biosciences, Diagnostic, and Medical segments of the company. He is the only leader in Becton Dickinson history to have led all three segments of the company in his career. He also brings corporate experience leadership from Becton Dickinson in other areas: innovation systems, company manufacturing, and Becton Dickinson’s first ERP implementation. Overall, Mr. Kozy brings depth of general management experience in business strategy, operations, and financial performance to this role. Additionally, he has significant experience in merger and acquisition activity, with integration as an area of executive focus. The

Audit Committee
Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Mr. Kozy for re-election to the Board.

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  JODY S. LINDELL

JOINED THE BOARD: 2006

AGE: 70

INDEPENDENT DIRECTOR

AUDIT COMMITTEE FINANCIAL

EXPERT

COMMITTEES:

AUDIT COMMITTEE

CORPORATE GOVERNANCE &

NOMINATING COMMITTEE

Business Experience: Ms. Lindell is President and Chief Executive Officer of S.G. Management, Inc., an asset management company she has headed since 2000. Until May 2000, Ms. Lindell was a partner with KPMG LLP where she served as Partner-In-Charge of the Industrial Markets and Healthcare and Life Sciences practices for the Western Area. Ms. Lindell is also a Certified Public Accountant (inactive).

Other Directorships and Memberships: Ms. Lindell served as a director, and on the audit and director’s loan committees, for First Republic Bank, a publicly traded financial institution, until September 2007. First Republic Bank was acquired in 2007, underwent a management led buyout in mid-2010 and again became publicly traded (NYSE: FRC) in December 2010. Ms. Lindell continued to serve as a director for First Republic Bank through May 2017. She also served on the board of directors of PDL BioPharma (NasdaqGS: PDLI) from March 2009 through October 2018.

Qualifications to Serve: Ms. Lindell’s experience as a partner with KPMG and her accounting background bring valuable knowledge of finance and accounting regulations to our Board and Audit Committee.Ms. Lucchese brings almost 30 years of experience in senior corporate leadership roles, including almost 20 years of service as a Chief Financial Officer for publicly traded companies. She also has extensive experience as a director on public company boards, including audit and corporate governance roles. She is qualified as an Audit Committee Financial Expert under the SEC rules and has experience with the review and analysis of financial statements and operational risk, both through her accounting background and her experience with public company audit committees.

Business Experience:
Ms. Lucchese served as Chief Strategy Officer for Penske Entertainment Corp (previously Hulman and Company), a subsidiary of Penske Corporation, from November 2020 until her retirement in February 2023, and she served as Chief Administrative Officer and Chief Financial Officer from November 2014 to November 2020. Previously, she was Senior Vice President and Chief Financial Officer of Hillenbrand (NYSE: HI) from 2008 to 2014. She also served from 2005 to 2007 as Senior Vice President and Chief Financial Officer of Thoratec (NASDAQ: THOR), a medical device company focused on treating advanced stage heart failure, and she held various senior financial positions with Guidant Corporation (NYSE: GDT), now a part of Boston Scientific, from 1994 to 2005. Ms. Lucchese earned her undergraduate degree in accounting and MBA from the Indiana University Kelley School of Business.
Other Directorships and Memberships:
Ms. Lucchese serves on the board of Inari Medical (NASDAQ: NARI), a company focused on treatment of venous thromboembolism and other venous diseases. She also serves on the nominating & corporate governance committee and as chair of the audit committee.
She also serves on the board of two private companies:

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•Relievant Medsystems, Inc., a private medical device company focused on treatment of spinal pain; and
•Beaver-Visitec, Inc., a private company focused on ophthalmic surgical devices, and she serves as chair of the audit committee.
In addition, she serves on the Dean’s Council of the Indiana University Kelley School of Business.
Ms. Lucchese previously served on the board of Hanger, Inc. (NYSE: HNGR), a provider of products and services that assist patients with disabilities or injuries, until its acquisition in October 2022 by Patient Square Capital, where she served on the audit committee, and on the board of Intersect ENT (NASDAQ: XENT) from 2014 until its acquisition by Medtronic, Inc. in 2022, where she served on the nominating & corporate governance committee and as chair of the audit committee. She also served on the board of Brightpoint, Inc. (NASDAQ: CELL) from 2009 until its acquisition by Ingram Micro, Inc. in 2012, where she served as chair of the audit committee and a member of the nominating & corporate governance committee, and on the Investment Board of the Next Level Indiana Fund through September 2022.
Teresa S. MaddenJoined The Board: December 2020
Independent Director
Audit Committee Financial Expert under the SEC rules and has experience with the review and analysis of financial statements and operational risk, both through her accounting background and her experience with public company audit committees. Ms. Lindell has also gained a good working knowledge and understanding of our business and operations during her term of service on the Board, which provides efficiency and continuity.
Committees:
Audit Committee (Chair)
Organization & Compensation Committee
Ms. Madden’s extensive experience in financial leadership roles and service with the audit committees of public company boards brings valuable accounting knowledge to the Board. She is also qualified as an Audit Committee Financial Expert under the SEC rules and has experience with the review and analysis of financial statements and operational risk, both through her accounting background and her experience with public company audit committees.
Business Experience:
Ms. Madden served as Executive Vice President and Chief Financial Officer of Xcel Energy, Inc. (NASDAQ: XEL), an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Previously, she served as Controller for Rogue Wave Software, Inc. from 2000 to 2003 and as Controller for New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a Bachelor of Science in Accounting from Colorado State University and a Master of Business Administration from Regis University.
Other Directorships and Memberships:
Ms. Madden serves on the board of Enbridge, Inc. (NYSE: ENB) and serves on the governance committee and as chair of the audit, finance, and risk committee.
She previously served as a director for Peabody Energy Corporation (NYSE: BTU) from 2017 to 2020 where she served on the health, safety, security & environmental committee and as chair of the audit committee.

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Maria Rivas, M.D.Joined The Board: July 2021
Independent Director

Committees:
Audit Committee
Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Ms. Lindell for re-election to the Board.

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  TERESA S. MADDEN

JOINED  THE BOARD: 2020

AGE: 65

INDEPENDENT DIRECTOR

AUDIT COMMITTEE FINANCIAL

EXPERT

COMMITTEES:

AUDIT COMMITTEE (CHAIR)

ORGANIZATION & COMPENSATION

COMMITTEE

Business Experience: Ms. Madden served as Executive Vice President and Chief Financial Officer of Xcel Energy, Inc. (NASDAQ:XEL), an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Previously, she served as Controller for Rogue Wave Software, Inc. from 2000 to 2003 and as Controller for New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a Bachelor of Science in Accounting from Colorado State University and a Master of Business Administration from Regis University.

Other Directorships and Memberships: Ms. Madden serves on the board of Enbridge, Inc. (NYSE: ENB) and serves on the governance committee and as chair of the audit, finance and risk committee. She previously served as a director for Peabody Energy Corporation (NYSE:BTU) from 2017 to 2020 where she served on the health, safety, security & environmental committee and as chair of the audit committee.

Qualifications to Serve: Ms. Madden’s extensive experience in financial leadership roles and service with the audit committees of public company boards brings valuable accounting knowledge to the Board. She is also qualified as an Audit Committee Financial Expert under the SEC rules and has experience with the review and analysis of financial statements and operational risk, both through her accounting background and her experience with public company audit committees. The Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Ms. Madden for election to the Board.

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Dr. Rivas brings extensive knowledge of the medical profession as well as significant experience in the medical device and healthcare industry, particularly in the area of women’s healthcare. Her background provides the Board with crucial insight into the practical application of our women’s healthcare products and the needs of medical practitioners.

  GARY S. PETERSMEYER

JOINED THE BOARD: 2013

   AGE: 74

   INDEPENDENT DIRECTOR

COMMITTEES:

   AUDIT COMMITTEE

   ORGANIZATION & COMPENSATION
   COMMITTEE

Business Experience: Mr. Petersmeyer currently serves as a consultant to companies in the pharmaceutical and medical device industries. Most recently he co-founded Aesthetic Sciences Corporation in 2004 and served as the Chief Executive Officer and Chairman until December 2010. Prior to that he served as President and Chief Operating Officer of Pherin Pharmaceuticals, Inc. from 2000 to 2001 and as President and Chief Operating Officer of Collagen Corporation, Inc. from 1995 to 1997 and as Chief Executive Officer from 1997 to 1999. From 1976 to 2000 he served in various management positions for pharmaceutical and medical device companies.

Other Directorships and Memberships: Mr. Petersmeyer served as a director and member of the compensation and audit committees of Omnicell, Inc. (NASDAQ: OMCL) from January 2007 through February 2019. He also served as director and chairman of the board of Cardica, Inc. (NASDAQ: CRDC) through November 2015. He has previously served on the boards of Visx Incorporated and Roxro Pharmaceuticals prior to their acquisitions. He also served as chairman of the board for Positive Coaching Alliance, a non-profit organization dedicated to improving youth sports.

Qualifications to Serve: Mr. Petersmeyer has served as the CEO or President of four companies in the medical device and pharmaceuticals industry and has over 35 years of industry experience in leadership positions. He has extensive knowledge and experience in global markets, including the United States, Asia, and Europe. His expertise includes financial, research and regulatory strategy, and business development with an emphasis on growth, new product lines, and leadership development. He has extensive experience as a director and has experience with service on compensation and audit committees. The Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Mr. Petersmeyer for re-election to the Board.

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Business Experience:

  MARIA RIVAS, M.D.

JOINED THE  BOARD: 2021

   AGE: 58

   INDEPENDENT DIRECTOR

COMMITTEES:

   AUDIT COMMITTEE

   CORPORATE GOVERNANCE &
   NOMINATING COMMITTEE

Business Experience: Dr. Rivas currently serves as Chief Medical Officer and Senior Vice President for the healthcare business of Merck KGaA, Darmstadt, Germany (which operates as EMD Serono in the US and Canada) where she leads the Global Pharmacovigilance, Medical Affairs and Evidence and Value Development (HEOR) teams in over 90 countries. Dr. Rivas has extensive experience in driving growth and commercialization strategies, global operations, digital transformation, and crisis and risk management in highly regulated industries.

Prior to that, Dr. Rivas served as Senior Vice President of Global Medical Affairs at Merck & Co (MSD), as Vice President of Global Medical Affairs at Abbvie, as Vice President of Oncology, General Medicine and Diagnostic Imaging Medical Affairs at Bayer Healthcare, and in various roles at Eli Lilly including Head of US Women’s Health Medical Affairs. Before joining Eli Lilly, Dr. Rivas was in private practice as an endocrinologist in Puerto Rico.

Dr. Rivas obtained a BA in Biochemistry from Brandeis University, Waltham, MA and an MD from Columbia University’s Vagelos College of Physicians and Surgeons, New York, NY. She completed a residency in Internal Medicine and a fellowship in Endocrinology at NY-Presbyterian Hospital, New York, NY. Dr. Rivas is board certified in Endocrinology, Diabetes and Metabolism.

Other Directorships and Memberships: Dr. Rivas currently serves as Global Chief Medical Affairs Officer and Head, Evidence Generation for Pfizer, Inc. (NYSE: PFE). Until September 2022, she served as Chief Medical Officer and Senior Vice President for the healthcare business of Merck KGaA, Darmstadt, Germany (which operates as EMD Serono in the US and Canada) where she led the Global Pharmacovigilance, Medical Affairs and Evidence and Value Development (HEOR) teams in over 90 countries. Dr. Rivas has extensive experience in driving growth and commercialization strategies, global operations, digital transformation, and crisis and risk management in highly regulated industries.

Prior to that, Dr. Rivas served as Senior Vice President of Global Medical Affairs at Merck & Co (MSD), as Vice President of Global Medical Affairs at AbbVie, as Vice President of Oncology, General Medicine and Diagnostic Imaging Medical Affairs at Bayer Healthcare, and in various roles at Eli Lilly including Head of US Women’s Health Medical Affairs. Before joining Eli Lilly, Dr. Rivas was in private practice as an endocrinologist in Puerto Rico.
Dr. Rivas obtained a BA in Biochemistry from Brandeis University, Waltham, MA and an MD from Columbia University’s Vagelos College of Physicians and Surgeons, New York, NY. She completed a residency in Internal Medicine and a fellowship in Endocrinology at NY-Presbyterian Hospital, New York, NY. Dr. Rivas is board certified in Endocrinology, Diabetes and Metabolism.
Other Directorships and Memberships:
Dr. Rivas served as a director for Medidata (NASDAQ: MDSO), a public, mid-cap health technology company, until its successful merger with Dassault Systèmes. She served as a member of the audit and compensation committees for Medidata.

Qualifications to Serve: Dr. Rivas brings extensive knowledge of the medical profession as well as significant experience in the medical device and healthcare industry, particularly in the area of women’s healthcare. Her background provides the Board with crucial insight into the practical application of our women’s healthcare products and the needs of medical practitioners. The Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Dr. Rivas for re-election to the Board.

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  ROBERT S. WEISS

JOINED THE BOARD: 1996

   AGE: 75

   INDEPENDENT DIRECTOR

   CHAIRMANOFTHE BOARD

Business Experience: Mr. Weiss served as our President from March 2008 and as our Chief Executive Officer from November 2007 until his retirement in May 2018. He also served as President of CooperVision, our contact lens subsidiary, from March 2007 to February 2008. He previously served as our Chief Operating Officer from January 2005 to October 2007 and as Executive Vice President from October 1995 to October 2007. He served as our Chief Financial Officer from September 1989 to January 2005. He served as our Treasurer from 1989 to March 2002. Since joining us in 1977, he has held a number of finance positions both with us and Cooper Laboratories, Inc. (our former parent).

Other Directorships and Memberships: Mr. Weiss served as a director of Accuray Incorporated (Nasdaq: ARAY), a company that develops, manufactures, and sells precise, innovative tumor treatment solutions that set the standard of care with the aim of helping patients live longer, better lives, until November 2019. He served on its nominating and governance committee and on its audit committee. He also served as a member of the audit and compensation committees for Medidata.


Robert S. WeissJoined The Board: January 1996
Independent Director
Chairman of the Board of Trustees of the University of Scranton in Pennsylvania until May 2021, including service on its finance, advancement, and audit committees.

Qualifications to Serve: As our former Chief Executive Officer and with over 40 years of experience with the Company, Mr. Weiss provides the benefit of personal perspective on our business, awareness of our peers and our industry, and an understanding of the strategic goals for our Company that is important to the Board in making decisions regarding the direction of our business. He provides leadership, extensive knowledge of our Company, and business, operating, and policy experience to our Board. The Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Mr. Weiss for re-election to the Board.

As our former Chief Executive Officer and with over 40 years of experience with the Company, Mr. Weiss provides the benefit of personal perspective on our business, awareness of our peers and our industry, and an understanding of the strategic goals for our Company that is important to the Board in making decisions regarding the direction of our business. He provides leadership, extensive knowledge of our Company, and business, operating, and policy experience to our Board.
Business Experience:

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66


Mr. Weiss served as our President from March 2008 and as our Chief Executive Officer from November 2007 until his retirement in May 2018. He also served as President of CooperVision, our contact lens subsidiary, from March 2007 to February 2008. He previously served as our Chief Operating Officer from January 2005 to October 2007 and as Executive Vice President from October 1995 to October 2007. He served as our Chief Financial Officer from September 1989 to January 2005. He served as our Treasurer from 1989 to March 2002. Since joining us in 1977, he has held a number of finance positions both with us and Cooper Laboratories, Inc. (our former parent).
Other Directorships and Memberships:
Mr. Weiss served as a director of Accuray Incorporated (Nasdaq: ARAY), a company that develops, manufactures, and sells precise, innovative tumor treatment solutions that set the standard of care with the aim of helping patients live longer, better lives, until November 2019. He served on its nominating and governance committee and on its audit committee.
He also served as a member of the Board of Trustees of the University of Scranton in Pennsylvania until May 2021, including service on its finance, advancement, and audit committees.
Albert G. White IIIJoined The Board: March 2018

  ALBERT G. WHITE III

JOINED THE BOARD: 2018

   AGE: 52

   NON-INDEPENDENT DIRECTOR

   PRESIDENT & CHIEF EXECUTIVE
   OFFICER

Business Experience: Mr. White has served as President & Chief Executive Officer

As our current Chief Executive Officer, Mr. White provides the Board with a direct connection to senior management and the benefit of management’s perspective on our business and immediate strategic goals. He provides leadership, extensive knowledge of our Company, and insight on the day-to-day operation of the business.
Business Experience:
Mr. White has served as President & Chief Executive Officer and as a member of our Board of Directors since May 2018. Previously, he served as Chief Financial Officer from November 2016 until his appointment as CEO and he also served as Executive Vice President and Chief Strategy Officer, positions he held from December 2015 and July 2011, respectively. From August 2015 to May 2018, Mr. White also directed CooperSurgical, our women’s healthcare business, and served as Chief Executive Officer of Cooper Medical, Inc., the parent company to CooperSurgical, Inc. Previously, he served as Vice President, Investor Relations from November 2007 through March 2013 and as Vice President and Treasurer from April 2006 through December 2012. Prior to joining the Company, Mr. White was a Director with KeyBanc Capital Markets for three years and held a number of leadership positions within KeyBank National Association over the prior eight years.

Other Directorships and Memberships: Mr. White does not hold any external directorships.

Qualifications to Serve: As our current Chief Executive Officer, Mr. White provides the Board with a direct connection to senior management and the benefit of management’s perspective on our business and immediate strategic goals. He provides leadership, extensive knowledge of our Company, and insight on the day to day operation of the business. The Corporate Governance & Nominating Committee considers these factors important to their decision to recommend Mr. White for re-election to the Board.

The Board of Directors unanimously recommends that you vote FOR eachsince May 2018. Previously, he served as Chief Financial Officer from November 2016 until his appointment as CEO and he also served as Executive Vice President and Chief Strategy Officer, positions he held from December 2015 and July 2011, respectively. From August 2015 to May 2018, Mr. White also directed our women’s healthcare business and served as Chief Executive Officer of Cooper Medical Inc., the nomineesparent company to CooperSurgical. Previously, he served as Vice President, Investor Relations from November 2007 through March 2013 and as Vice President and Treasurer from April 2006 through December 2012. Prior to joining the Company, Mr. White was a Director with KeyBanc Capital Markets for director presented above.three years and held a number of leadership positions within KeyBank National Association over the prior eight years.

Other Directorships and Memberships:
Mr. White does not hold any external directorships.

Page 67

Vote_Proposal1.jpg
Nominees for director will be elected by a majority of the votes castshares voted in person or by proxy at the Annual Meeting. The number of votes castshares voted FOR a nominee must exceed the number of votes castshares voted AGAINST.
Abstentions and broker non-votes will not be counted as votes cast either for or against the nominee and therefore will not affect the outcome of the director elections.

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68

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

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the work of our independent auditors for the purpose of preparing or issuing an audit report or related work or performing other audit, review, or attest services for the Company. The independent auditors report directly to the Committee.


PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed the firm of KPMG LLP (“KPMG”) to act as our independent registered public accounting firm and to audit our consolidated financial statements for the fiscal year ending October 31, 2022. 2024.
This appointment will continue at the pleasure of the Audit Committee and is presented to the stockholders for ratification as a matter of good governance. In the event thatIf this appointment is not ratified by our stockholders, the Audit Committee will consider that fact when it selects our independent auditor for the following fiscal year.

The Company was incorporated in 1980 and KPMG was engaged to serve as our independent registered public accounting firm in 1982.

The Audit Committee will, at least annually, review the independence and quality control procedures of KPMG and the experience and qualifications of KPMG senior personnel that are providing audit services to the Company. In conducting its review, the Audit Committee considers:

Written reports prepared by KPMG as are required by the PCAOB, SEC or other accounting authorities.

KPMG’s independence from the Company consistent with PCAOB Rules, and the impact that any relationships or services may have on the objectivity and independence.

KPMG’s compliance with the partner rotation requirements established by the SEC.

All engagements of KPMG for any audit or non-audit services are subject to pre-approval by the Audit Committee explicitly, or through policies and procedures developed by the Committee for this purpose. The Committee has also set clear hiring policies regarding the Company’s hiring of present or former employees of KPMG.

The Audit Committee believes that KPMG’s tenure as the Company’s independent registered public accounting firm provides distinct benefits, and in addition to the independence review, the performance evaluation considerations included:

The audit quality and effectiveness given the many years of experience with the Company, as KPMG has obtained significant knowledge and expertise in the Company’s global business operations, accounting policies and practices, and internal control over financial reporting,

KPMG’s knowledge of the Company and its control environment provides a framework for effective audit design and planning, which enables cost efficient fees,

The retention of KPMG avoids disruption and additional education, and the substantial knowledge and familiarity required of a new auditor,

Audit Committee oversight includes frequent private meetings with KPMG, without management, as well as input on the selection of the lead global partner, and

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KPMG is an independent registered public accounting firm, subject to PCAOB inspections, peer reviews, and other PCAOB and SEC oversight.

Based on this evaluation, the Audit Committee believes that KPMG is independent, and its selection is in the best interests of the Company.

A representative of KPMG is expected to attend the Annual Meeting with an opportunity to make a statement and/or respond to appropriate questions from stockholders present at the Annual Meeting.

The Board of Directors unanimously recommends that you vote FOR the ratification of

KPMG LLPhas served as our independent registered public accounting firm since 1982. The Audit Committee believes that KPMG’s tenure as the Company’s independent registered public accounting firm provides distinct benefits, as KPMG has obtained significant knowledge and expertise in the Company’s global business operations, accounting policies and practices, and internal control over financial reporting. This knowledge:
•Enhances audit quality and effectiveness and provides a framework for effective audit design and planning.
•Enables efficiencies allowing cost effectiveness in fee negotiations.
•Avoids disruption and additional education, and the substantial knowledge and familiarity required of a new auditor.
In considering whether to reappoint KPMG, the Audit Committee considered:
•KPMG’s qualifications and global capabilities, including its experience in our industry.
•The results of the Audit Committee’s annual assessment of KPMG’s performance.
•KPMG’s, and the audit engagement team’s, independence including whether the provision of non-audit services provided by KPMG, individually and in aggregate, to the Company during 2023 was compatible with their independence.
•The quality, timeliness, and candor of KPMG’s communications with the Audit Committee and management.
•The appropriateness of KPMG’s fees.
•KPMG’s tenure as our independent registered public accounting firm.
•The controls and processes in place that help ensure KPMG’s continued independence.
•Any Public Company Accounting Oversight Board’s firm inspection reports.
•The potential impact of appointing a new independent registered public accounting firm.
Based on this evaluation, the Audit Committee believes that KPMG is independent, and its selection is in the best interests of the Company.

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Vote_Proposal2.jpg
The proposal to ratify the selection of KPMG LLP as our independent registered public accounting firm for the 20222024 fiscal year requires an affirmative vote of the majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal.
Abstentions will have the same practical effect as votes against this proposal. Broker non-votes will have no effect in determining the outcome of this proposal.

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70

PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION


PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
We are requesting stockholder approval, on an advisory basis, of the compensation of our NEOs as presented in the Compensation Discussion and Analysis beginning on page 1924 and the compensation tables and associated narrative disclosure included in the discussion of executive compensation beginning on page 37.

45.

In addition to the annual review of our overall programs by our Organization & Compensation Committee (OCC), which is responsible for the design and administration of our executive compensation program, we have presented this advisory vote to our stockholders on an annual basis since 2011.
As an advisory vote, this proposal is not binding upon us as a Company. However,Company; however, the OCC which is responsible for the design and administration of our executive compensation program, values the opinions of our stockholders as expressed through your vote on this proposal. The OCC will consider the outcome of this vote in making future compensation decisions for our NEOs.

Our executive compensation program has been designed to retain and incentivize a talented, motivated, and focused executive team by providing compensation that is competitive within our market. We believe that our executive compensation program provides an appropriate balance between salary and “at-risk”“at-risk” forms of incentive compensation, as well as a mix of incentives that encourage executive focus on both short-term and long-term goals as a company without encouraging inappropriate risks to achieve performance.

Compensation for our NEOs in fiscal 2021 was set with consideration to the ongoing impacts of the COVID-19 pandemic, as discussed in more detail in the Compensation Discussion and Analysis beginning on page 19.

Highlights of our Named Executive Officer compensation for fiscal 2021 include:

•Short-term and long-term incentives make a significant portionrepresent the majority of executive compensation, making actual compensation dependent on our performance as a company,

company.

•Short-term incentives require achievement of both quantitative financial goals tied to our operating budget and accomplishments against non-financial objectives approved by the OCC.

•Half of the long-term, equity-based compensation awarded to our NEOs is granted in the form of performance share awards.
•Agreements with our NEOs include a “double-trigger”“double trigger” for any compensation on termination of employment resulting from a change in control, and

control.

•We maintain Stock Ownership Guidelines for our executives.

Additionally, in responseexecutives, including a requirement that our Chief Executive Officer maintain stock ownership equivalent to the results of this vote at our 2020 Annual Meeting of Stockholders, the OCC adjusted NEO compensation for fiscal 2021 to incorporate performance share awards, placing a higher portion of long-term incentives dependent on specific metrics beyond increases in stock price.

least five times his base salary.

Accordingly, we will present the following resolution for vote at the 20222024 Annual Meeting of Stockholders:

“RESOLVED, that the stockholders of The Cooper Companies, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s NEOs as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure as set forth in our Proxy Statement.”


The Board of Directors unanimously recommends that you vote FOR the approval, on an advisory basis, of our executive compensation program as presented in this Proxy Statement.

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71



Vote_Proposal3.jpg
The proposal to approve our Named Executive Officer’s compensation, on an advisory basis, requires an affirmative vote of the majority of the shares represented in person or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same practical effect as votes against this proposal. Broker non-votes will have no effect in determining the outcome of this proposal.

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72

OTHER MATTERS


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

RECOMMENDATIONS

RECOMMENDATIONS
The Board unanimously recommends that the stockholders vote:

•FOR the election of each of the nominees for director namedeight directors to our Board as identified in this Proxy Statement,

Statement.

•FOR the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2022, and

2024.

•FOR the approval, on an advisory basis, of the compensation of our NEOs as presented in this Proxy Statement.

Statement, on an advisory basis.

When a properly executed proxy in the form enclosed with this Proxy Statement is returned, the shares will be voted as indicated or, if no directions are indicated, the shares will be voted in accordance with the recommendations of the Board.

VOTING INFORMATION

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

Who is entitled to vote at the Annual Meeting?

Our Record Date for the Annual Meeting is January 20, 2022.24, 2024. All stockholders who owned our stock at the close of business on the Record Date are entitled to receive proxy materials and to vote at the Annual Meeting and any continuations, adjournments, or postponements thereof.

As of the Record Date, there were 49,295,90649,685,280 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

How many votes do I have?

Each outstanding share of our common stock is entitled to one vote at the Annual Meeting. You have one vote per share that you owned at the close of business on the Record Date.

How do I vote my shares?

You can vote your shares in person at the Annual Meeting or vote by proxy. The method of voting by proxy differs for shares held as a record holder and shares held in “street name.” If you hold your shares of common stock as a record holder you may vote your shares by following the instructions on the Notice, or by completing, dating, and signing the proxy card included with this Proxy Statement and

Page 73

promptly returning it in the

Page | 62

pre-addressed, postage paid envelope provided to you. If phone or internet voting is available to you, instructions are included in the Notice or on your proxy card.

If you hold your shares of common stock in “street name,” which means your shares are held of record by a broker, bank, or other nominee, you will receive the proxy materials from your broker, bank, or other nominee with instructions on how to vote your shares. Your broker, bank, or other nominee may allow you to deliver your voting instructions by phone or through the internet. If you wish to vote your shares in person you may do so by attending the Annual Meeting and requesting a ballot.

What happens if I vote my shares by proxy?

When you return a completed proxy card, or vote your shares by telephone or internet, you authorize our officers listed on the proxy card to vote your shares on your behalf as you direct.

If you sign and return a proxy card, but do not provide instructions on how to vote your shares, the designated officers will vote your shares on your behalf as recommended by the Board:

Shares will be voted •FOR eachthe election of the individuals nominatedeight directors, as identified in this Proxy Statement, to serve as directors,

for one year terms expiring at the 2025 annual meeting of stockholders.

Shares will be voted •FOR ratification of the appointment of KPMG LLP as ourthe Company's independent registered public accounting firm for the fiscal year ending October 31, 2022, and

2024.

Shares will be voted •FOR approval, on a non-binding, advisory basis, of the compensation of our NEOsNamed Executive Officers as describedpresented in this Proxy Statement.

Can I change or revoke my vote after I return my proxy card or voting instructions?

If you choose to vote your shares by proxy, you may revoke or change your vote at any time prior to the casting of votes at the Annual Meeting. To revoke or change your vote, you may take any of the following actions:

1.

Execute and submit a new proxy card bearing a later date than your original proxy card,

2.

Submit new voting instructions through telephonic or internet voting, if available to you,

3.

Notify Mark J. Drury, Secretary of the Company, in writing that you wish to revoke your proxy, or

4.

Vote your shares in person at the Annual Meeting.

1.Execute and submit a new proxy card bearing a later date than your original proxy card.
2.Submit new voting instructions through telephonic or internet voting, if available to you.
3.Notify Nicholas S. Khadder, Secretary of the Company, in writing that you wish to revoke your proxy; or
4.Vote your shares in person at the Annual Meeting.
Attending the Annual Meeting in person will not automatically revoke your proxy.

How many votes must be present to hold the Annual Meeting?

In order to

To conduct business and have a valid vote at the Annual Meeting a quorum must be present in person or represented by proxies. A quorum is defined as a majority of the shares outstanding on the Record Date and entitled to vote. In accordance with Delaware law and our Bylaws, broker “non-votes”“non-votes” and proxies reflecting abstentions will be considered present and entitled to vote for purposes of determining whether a quorum is present.

Page 74

What are broker “non-votes”“non-votes”?

Broker “non-votes”“non-votes” occur when a broker is not permitted to vote on behalf of shares it holds for a beneficial owner and the beneficial owner does not provide voting instructions. Shares held in a broker’s name may be voted by the broker, but only in accordance with the rules of the NYSE.Nasdaq. Under those rules, the broker must follow the instructions of the beneficial owner. If instructions are not provided, NYSENasdaq rules determine whether the broker may vote the shares based on its own judgment or if it is required to withhold its vote. This determination depends on the proposal being voted on. For the proposals to be presented at the Annual Meeting, broker discretionary voting is only permitted for the ratification of our independent registered public accounting firm.

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Will I have appraisal or similar dissenters’ rights in connection with the proposals being voted on at the Annual Meeting?

No. You will not be entitled to appraisal or similar dissenters’ rights in connection with the proposals to be voted on at the Annual Meeting.

Other Q&A

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

The SEC permits us to provide our proxy materials electronically if you have not previously requested to receive only printed materials on an ongoing basis. Accordingly, on or about February 4, 2022,8, 2024, we mailed a Notice of Internet Availability of Proxy Materials (“the Notice”).Materials. The Notice includes instructions on how to access the proxy materials over the internet or to request a printed copy.

The Notice was sent to our stockholders of record onas of January 20, 2022.24, 2024. All stockholders receiving the Notice have the ability tocan access the proxy materials electronically through the website referred to in the Notice, and they also have the option to request a printed set of the proxy materials. We encourage stockholders to take advantage of the availability of proxy materials on the internet.

Can I vote my shares by filling out and returning the Notice of Internet Availability of Proxy Materials?

No. The Notice only identifies the items to be voted on at the Annual Meeting. You cannot vote by marking the Notice and returning it. The Notice provides instructions on how to cast your vote.

Who pays for the proxy solicitation and how will the Company solicit votes?

We pay all costs associated with the solicitation of proxies, including any costs incurred by brokers and other fiduciaries to forward proxy solicitation materials to beneficial owners.

We may solicit proxies in person or by mail, telephone, facsimile, or e-mail. Proxies may be solicited on our behalf by any of our directors, officers, or employees. Additionally, we have retained the firm of D.F. King & Co., Inc. to assist with the solicitation of proxies and will pay a fee of $17,500 for this service, plus reasonable costs and expenses.

Page 75

How can I communicate with the Board of Directors?

Any interested party can contact our Board to provide comments, to report concerns, or to ask a question, at the following address:

Mark J. Drury

Vice President,

Nicholas S. Khadder
Corporate Secretary & General Counsel

The Cooper Companies, Inc.

6101 Bollinger Canyon Road, Suite 500

San Ramon, CA 94583

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. You may also communicate online with our Board of Directors as a group through our website.
Please refer to our website at http://investor.coopercos.com/ for any changes in this process.

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76

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR


STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR
SEC rules and our Bylaws permit stockholders to nominate directors for election and to propose other business to be considered by stockholders at the Annual Meetingan annual meeting of stockholders under various mechanisms.

To be considered at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), director nominations or other proposals must be submitted in writing to:

Mark J. Drury,

Nicholas S. Khadder, Corporate Secretary

The Cooper Companies, Inc.

6101 Bollinger Canyon Road, Suite 500

San Ramon, CA 94583


Proposals to be Presented Under Rule 14a-8:

No later than October 8, 2022.

5, 2024.

Director Nominations under Bylaw Article II, Section 16 (“Proxy Access”):

No earlier than September 8, 20225, 2024 and no later than October 8, 2022.

5, 2024.

Proposals and Director Nominations Submitted Under Other Bylaw Provisions:

No earlier than November 17, 202219, 2024 and no later than December 17, 2022.

19, 2024.


In the event that we set the date for the 20232025 Annual Meeting more than 30 days before or more than 70 days after March 16, 2023,19, 2025, submissions may be made no earlier than the close of business on the 120th day prior to the announced meeting date and no later than the close of business on the later of the 90th day prior to the announced meeting date or the 10th day following our first public disclosure of the date of the meeting.

If we increase the number of directors to be elected at the 20232025 Annual Meeting with less than 100 days’ notice prior to March 16, 2023,19, 2025, stating the size of the increase and naming all the nominees for director, then stockholder nominations for directors will be considered if the proposal is delivered to our Secretary at our principal offices no later than 10 days after we make a public announcement of the increased board size. This only applies to nominations for positions created by the increase and does not apply to nominations for current positions.

Director nominations submitted under Bylaw provisions must meet the requirements set forth in the applicable Bylaw provisions.

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77

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

 

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Reconciliation of Selected GAAP Results to Non-GAAP Results

(In millions, except per share amounts)

(Unaudited)

 

 

 

 

  
  

 

 Three Months Ended October 31, 
    
  

 

 

2021

 

GAAP

   Adjustment   

 

   

2021

 

Non-GAAP

  

2020

 

GAAP

  Adjustment   

 

   

2020

 

Non-GAAP

 
         

Cost of sales

 $  257.2  $(10.3)   A   $246.9 $  257.6 $(37.2)   A   $220.4
    

Operating expense excluding amortization

 $337.2  $(14.0)   B   $323.2 $289.7 $(11.4)   B   $278.3
    

Amortization of intangibles

 $36.1  $(36.1)   C   $— $34.2 $(34.2)   C   $—
    

Other expense (income), net

 $2.0  $(0.6)   D   $1.4 $(0.3)  $— 

 

 

 

  $(0.3) 
    

Provision for income taxes

 $11.3  $          7.5  E   $18.8 $12.5 $7.1  E   $19.6
    

Diluted earnings per share

 $2.21  $1.07 

 

 

 

  $3.28 $1.64 $1.52 

 

 

 

  $3.16
    

Weighted average diluted shares used

  49.9   

 

 

 

 

 

  

 

 

 

 

 

   49.9  49.6  

 

 

 

 

 

  

 

 

 

 

 

   49.6

A

Fiscal 2021 GAAP cost of sales includes $10.3 million of costs primarily related to integration and other manufacturing related costs, resulting in fiscal 2021 GAAP gross margin of 66% as compared to fiscal 2021 non-GAAP gross margin of 67%. Fiscal 2020 GAAP cost of sales includes $37.2 million of costs primarily related to COVID-19 and other manufacturing related costs, resulting in fiscal 2020 GAAP gross margin of 62% as compared to fiscal 2020 non-GAAP gross margin of 68%.

B

Fiscal 2021 GAAP operating expense includes $14.0 million of costs, primarily comprised of $9.3 million of costs related to the increase in fair value of contingent considerations and costs related to acquisition and integration activity. Fiscal 2020 GAAP operating expense includes $11.4 million primarily related to integration activities and European Medical Devices Regulation (MDR) implementation costs.

C

Amortization expense was $36.1 million and $34.2 million for the fiscal 2021 and 2020 periods, respectively. Items A, B, and C resulted in fiscal 2021 GAAP operating margin of 17% as compared to fiscal 2021 non-GAAP operating margin of 25%, and fiscal 2020 GAAP operating margin of 15% as compared to fiscal 2020 non-GAAP operating margin of 27%.

D

Fiscal 2021 other expense (income), net includes $0.6 million of losses on minority investments.

E

Fiscal 2021 includes changes in provision for income taxes that arise primarily from the above adjustments and intra-group asset transfers. Fiscal 2020 included changes that arise primarily from the above adjustments.

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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

THE COOPER COMPANIES, INC. AND SUBSIDIARIES
Reconciliation of Selected GAAP Results to non-GAAP Results
(In millions, except per share amounts)
(Unaudited)
 Twelve Months Ended October 31,
 2023
GAAP		Adjustment2023
Non-GAAP		2022
GAAP		Adjustment2022
Non-GAAP
Cost of sales$1,235.3$(28.7)A$1,206.6$1,168.8$(48.5)A$1,120.3
Operating expense excluding amortization$1,638.6$(102.8)B$1,535.8$1,452.5$(46.7)B$1,405.8
Amortization of intangibles$186.2$(186.2)C$–$179.5$(179.5)C$–
Other (income) expense, net$14.9$(6.3)D$8.6$(25.0)$42.1D$17.1
Provision for income taxes$118.7$(20.1)E$98.6$89.5$1.4E$90.9
Diluted earnings per share (1)
$5.91$6.90$12.81$7.76$4.66$12.42
Weighted average diluted shares used49.849.849.749.7

AFiscal 2023 GAAP cost of sales included $28.7 million of costs primarily related to integration activities and exit costs of the contact lens care business, resulting in fiscal 2023 GAAP gross margin of 66% as compared to fiscal 2023 non-GAAP gross margin of 66%. Fiscal 2022 GAAP cost of sales included $48.5 million of costs primarily related to exit costs of the contact lens care business and integration costs, resulting in fiscal 2022 GAAP gross margin of 65% as compared to fiscal 2022 non-GAAP gross margin of 66%.
BFiscal 2023 GAAP operating expense included $102.8 million costs, consisting primarily of payment of $45.0 million termination fee under an asset purchase agreement related to Cook Medical’s reproductive health business and integration activities. Fiscal 2022 GAAP operating expense included $46.7 million of costs primarily related to acquisition and integration activities and exit costs of the contact lens care business, partially offset by net decrease in fair value of contingent consideration.
CAmortization expense was $186.2 million and $179.5 million for the fiscal 2023 and 2022, respectively. Items A, B, and C resulted in fiscal 2023 GAAP operating margin of 15% as compared to fiscal 2023 non-GAAP operating margin of 24%, and fiscal 2022 GAAP operating margin of 15% as compared to fiscal 2022 non-GAAP operating margin of 24%.
DFiscal 2023 other expense (income) primarily consists of loss on minority investments. Fiscal 2022 other expense (income) primarily consists of a gain on deconsolidation of SightGlass Vision.
EAdjustments to provision for income taxes were primarily from the above items and intra-entity asset transfers.
(1)QTD non-GAAP adjustments or diluted non-GAAP EPS may not sum to YTD non-GAAP adjustments or YTD diluted non-GAAP EPS due to rounding.

Page 78


CC_rgb_hor_pref_aqu.jpg

By Order of the Board of Directors

NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT

LOGO

Robert S. Weiss

Chairman of the Board of Directors

Meeting Date
March 19, 2024

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LOGO

NOTICE OF

ANNUAL MEETING

OF STOCKHOLDERS

AND

PROXY STATEMENT

Meeting Date

March 16, 2022

LOGO


ANNUAL MEETING OF STOCKHOLDERS OF

THE COOPER COMPANIES, INC.

March 16, 2022

PROXY VOTING INSTRUCTIONS  

INTERNET- Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE- Call toll-free 1-800-PROXIES(1-800-776-9437) in the United States or 1-718-921-8500from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

LOGO

Vote online/phone until 11:59 PM EST the day before the meeting.

MAIL- Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN PERSON- You may vote your shares in person by attending the Annual Meeting.

GO GREEN-e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.

COMPANY NUMBER  

ACCOUNT NUMBER  

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement,

Annual Report on Form 10-K and Proxy Card are available at investor.coopercos.com/financial-information

i Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet or telephone. i

⬛    00033333333303000000    2                    031622

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ITEMS 1 THRU 3.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  ☒

In their discretion, the proxies are authorized to vote for the election of such substitute nominee(s) for directors as such proxies may select in the event that any nominee(s) named herein become unable to serve, and on such other matters as may properly come before the meeting or any adjournments or postponements thereof.

THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

1. ELECTION OF EIGHT DIRECTORS.

Colleen E. Jay

William A. Kozy

AJody S. Lindell

Teresa S. Madden

Gary S. Petersmeyer

Maria Rivas, M.D.

Robert S. Weiss

Albert G. White III

FOR

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AGAINST

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ABSTAIN

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2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for The Cooper Companies, Inc. for the fiscal year ending October 31, 2022;

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3. An advisory vote on the compensation of our named executive officers as presented in the Proxy Statement; and

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4. Transact any other business that may properly come up before the meeting or any continuations, adjournments or postponements thereof.

To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.

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Signature of Stockholder Date: Signature of Stockholder Date: 

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Note:

Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

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