Form 4: COO CEO Awarded Performance and Restricted Stock

The Cooper Companies' President and CEO, Albert G. White III, received grants of 42,306 Performance Stock Units and 84,613 Restricted Stock Units.

Summary

• Albert G. White III, President & CEO and Director of The Cooper Companies, Inc. (COO), was granted equity awards.
• The awards include 42,306 Performance Stock Units (PSUs) and 84,613 Restricted Stock Units (RSUs).
• The PSUs will vest based on the company's Total Shareholder Return (TSR) performance relative to an index over a three-year period ending October 31, 2028, with potential vesting between 0% and 200% of the target.
• The RSUs will vest 25% per year over four years, with the first vesting date on January 8, 2026.
• Both PSUs and RSUs were granted with a transaction date of December 9, 2025, and an exercise/conversion price of $0.00.
• A Power of Attorney was executed on November 3, 2025, authorizing specific individuals to file SEC Forms 3, 4, and 5 on behalf of Albert G. White III.

Sentiment

Score: 7

Explanation: The filing reports a standard executive compensation grant, which is generally positive as it aligns management's interests with long-term shareholder value through performance-based and time-vested equity. It does not contain any negative surprises or significant new information beyond the compensation details.

Positives

• The grant of Performance Stock Units (PSUs) aligns the CEO's compensation directly with The Cooper Companies' Total Shareholder Return (TSR) performance relative to an index, incentivizing long-term shareholder value creation.
• The multi-year vesting schedule for both PSUs and Restricted Stock Units (RSUs) promotes executive retention and long-term commitment to the company's success.
• The potential for 0% vesting on PSUs if minimum TSR performance is not achieved ensures that compensation is directly tied to achieving specific performance hurdles.

Risks

• The value of the Performance Stock Units (PSUs) is subject to the company's Total Shareholder Return (TSR) performance relative to an index, meaning the actual number of shares received could be zero if performance targets are not met.
• The value of both PSUs and Restricted Stock Units (RSUs) is tied to the future stock price of The Cooper Companies, Inc., exposing the recipient to market fluctuations.

Future Outlook

The future outlook indicates that the actual number of shares Albert G. White III will receive from the Performance Stock Units is contingent on The Cooper Companies' Total Shareholder Return (TSR) performance relative to an index over a three-year period ending October 31, 2028. The Restricted Stock Units will vest in annual installments over four years, beginning January 8, 2026, subject to continued employment.

Management Comments

• "The undersigned hereby constitutes and appoints each of Daniel G. McBride, Greta Kolcon, Mindy Gonzales, Michelle Cloutier, and Lauren Hernandez, signing singly, as the undersigned's true and lawful attorney-in-fact to execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of The Cooper Companies, Inc., Forms 3, 4, and 5."

Industry Context

The granting of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) to executive leadership is a standard practice in publicly traded companies, particularly within the healthcare and medical device sectors where The Cooper Companies operates. This form of equity compensation is widely used to attract, retain, and incentivize top executives by aligning their financial interests with long-term shareholder value creation and company performance. The use of TSR as a performance metric for PSUs is a common approach to link executive pay to market-based outcomes.

Comparison to Industry Standards

• The structure of executive equity compensation, including a mix of Performance Stock Units (PSUs) tied to Total Shareholder Return (TSR) and time-based Restricted Stock Units (RSUs), is consistent with best practices observed in comparable companies within the medical device and contact lens industry, such as Alcon Inc. (ALC), Bausch Health Companies Inc. (BHC), and Johnson & Johnson (JNJ) (which has a vision care segment).
• The multi-year vesting schedules (3 years for PSUs, 4 years for RSUs) are typical for executive retention and long-term incentive plans, aiming to ensure sustained commitment from leadership.
• The use of relative TSR as a performance metric for PSUs is a robust and widely accepted method to measure performance against peers, mitigating the impact of broader market movements and focusing on company-specific outperformance. For example, many S&P 500 companies utilize relative TSR for a significant portion of their long-term incentive plans.

Corporate Governance

Related Party Transactions

• The equity grants to Albert G. White III, as an officer and director, constitute a related party transaction, representing compensation from the company to its CEO.

Stakeholder Impact

• Shareholders: The performance-based nature of the PSUs aims to align the CEO's incentives with shareholder returns, potentially leading to increased long-term value.
• Employees: The compensation structure for the CEO can influence overall compensation philosophy and morale within the company.
• Management: The equity grants provide significant long-term incentives and retention for the CEO.

Next Steps

• The Cooper Companies' Total Shareholder Return (TSR) performance will be tracked relative to an index over the three-year period ending October 31, 2028, to determine the final vesting of PSUs.
• Restricted Stock Units will begin vesting on January 8, 2026, and continue annually for four years.

Key Dates

Keywords

The Cooper Companies, COO, Albert G White III, Performance Stock Units, Restricted Stock Units, Executive Compensation, SEC Form 4, Insider Transaction, Equity Grant, Total Shareholder Return, Corporate Governance