Form 4: COO CFO Andrews Receives Equity Awards

The Cooper Companies' EVP, CFO & Treasurer, Brian G. Andrews, was granted Performance Stock Units and Restricted Stock Units as part of his compensation.

Summary

• Brian G. Andrews, EVP, CFO & Treasurer of The Cooper Companies, Inc. (COO), was granted equity awards on December 9, 2025.
• The awards include 9,552 Performance Stock Units (PSUs) and 19,105 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 vesting ranging from 0% to 200% of the target number.
• The RSUs will vest 25% annually over four years, with the first vesting date scheduled for January 8, 2026.
• This transaction was made pursuant to a Rule 10b5-1(c) plan.
• A Power of Attorney was executed on November 4, 2025, authorizing specific individuals to file Section 16 forms on behalf of Mr. Andrews.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of executive equity compensation, which is generally positive as it aligns management incentives with shareholder interests. No negative news is present.

Positives

• The grant of equity awards, particularly performance-based PSUs tied to TSR, aligns management's interests with shareholder value creation.
• The use of a Rule 10b5-1 plan indicates a pre-planned and structured approach to executive equity transactions, promoting transparency.

Risks

• Performance Stock Units (PSUs) carry performance risk, as no shares will vest if minimum TSR performance is not achieved by October 31, 2028.
• Restricted Stock Units (RSUs) are subject to forfeiture if vesting conditions, typically continued employment, are not met over the four-year vesting period.

Future Outlook

The vesting of Performance Stock Units is tied to The Cooper Companies, Inc.'s Total Shareholder Return (TSR) performance relative to an index over a three-year period ending October 31, 2028, indicating a future focus on shareholder value creation.

Management Comments

• Brian G. Andrews, EVP, CFO & Treasurer, received equity awards as part of his compensation package.

Industry Context

Equity awards, particularly those tied to performance metrics like Total Shareholder Return (TSR), are a common practice in the medical device and contact lens industry to incentivize executive performance and align management interests with long-term shareholder value. The use of RSUs provides retention incentives.

Comparison to Industry Standards

• The structure of equity compensation, including both performance-based (PSUs) and time-based (RSUs) awards, is consistent with executive compensation practices observed in comparable companies within the medical device and healthcare sectors, such as Johnson & Johnson, Alcon, and Bausch Health.
• TSR-based performance metrics for PSUs are a standard benchmark for executive incentives, aligning with best practices for linking pay to shareholder returns.
• Four-year vesting schedules for RSUs are typical for executive retention and long-term incentive plans across various industries.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity awards, particularly PSUs tied to TSR, aim to align the interests of the EVP, CFO & Treasurer with shareholder value creation.
• Employees: The RSU awards serve as a retention mechanism for a key executive.

Next Steps

• The Performance Stock Units will vest based on The Cooper Companies, Inc. Total Shareholder Return (TSR) performance relative to an index over a three-year period ending October 31, 2028.
• The Restricted Stock Units will vest 25% per year over 4 years, beginning on January 8, 2026.

Key Dates

Recommendation

This Form 4 filing is a routine disclosure of executive compensation and does not contain information that would fundamentally alter the investment thesis for The Cooper Companies. The equity awards align management incentives with shareholder interests, which is a positive, but it's not a catalyst for a 'buy' or 'sell' recommendation. Investors should 'hold' and consider broader company performance and market conditions.

Keywords

Cooper Companies, COO, Brian G. Andrews, EVP, CFO, Treasurer, Form 4, SEC filing, equity awards, Performance Stock Units, PSUs, Restricted Stock Units, RSUs, stock compensation, insider transaction, Rule 10b5-1, corporate governance