Form 4: Cooper Companies Grants Equity to CooperVision President

Gerard H. Warner III, President of CooperVision, Inc., received grants of Performance Stock Units and Restricted Stock Units from The Cooper Companies, Inc.

Summary

• Gerard H. Warner III, President of CooperVision, Inc., was granted 7,960 Performance Stock Units (PSUs) and 15,921 Restricted Stock Units (RSUs) on December 9, 2025.
• The PSUs will vest based on The Cooper Companies, Inc.'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.
• The RSUs will vest at a rate of 25% per year over four years, with the first vesting date on January 8, 2026.
• A Power of Attorney was executed on November 17, 2025, by Gerard H. Warner III, appointing several individuals to file SEC Forms 3, 4, and 5 on his behalf.

Sentiment

Score: 7

Explanation: The filing reports a routine equity grant to a key executive, which is generally a positive signal for executive retention and alignment with shareholder interests, though it does not reflect operational performance.

Positives

• The grant of Performance Stock Units (PSUs) and Restricted Stock Units (RSUs) aligns the executive's interests with long-term shareholder value creation.
• Performance-based vesting for PSUs incentivizes strong company performance relative to an industry index.
• The multi-year vesting schedule for RSUs promotes executive retention and sustained commitment to the company's success.

Risks

• The Performance Stock Units (PSUs) may not vest if the minimum Total Shareholder Return (TSR) performance relative to the index is not achieved by October 31, 2028.
• Restricted Stock Units (RSUs) will be forfeited if vesting conditions, such as continued employment, are not met.

Future Outlook

The future compensation for Gerard H. Warner III includes potential vesting of 7,960 Performance Stock Units based on the company's Total Shareholder Return performance through October 2028, and the vesting of 15,921 Restricted Stock Units annually over the next four years, beginning January 2026.

Industry Context

This equity grant is a standard practice in executive compensation within the medical device and contact lens industry, aiming to align executive incentives with long-term company performance and shareholder interests.

Corporate Governance

Related Party Transactions

• The grant of 7,960 Performance Stock Units and 15,921 Restricted Stock Units to Gerard H. Warner III, an officer of the company, constitutes a related party transaction as part of his executive compensation.

Stakeholder Impact

• Shareholders: The equity grants align the executive's financial incentives with the company's long-term performance, potentially benefiting shareholders through improved strategic execution and value creation.
• Employees: The compensation structure for a senior executive can set a precedent or reflect the company's overall approach to performance-based incentives.

Next Steps

• The Performance Stock Units will settle after certification of performance results following the performance period ending October 31, 2028.
• Restricted Stock Units will vest annually over four years, starting January 8, 2026.

Key Dates

Keywords

Cooper Companies, COO, Gerard H. Warner III, Performance Stock Units, PSUs, Restricted Stock Units, RSUs, Equity Grant, Executive Compensation, Insider Transaction, Form 4, CooperVision