Form 4: Cooper Companies Grants Equity to President Holly Sheffield

The Cooper Companies, Inc. awarded Performance Stock Units and Restricted Stock Units to President, CSI, Holly R. Sheffield, as part of her compensation package.

Summary

• Holly R. Sheffield, President, CSI, of The Cooper Companies, Inc. received equity awards on December 9, 2025.
• Awards include 7,960 Performance Stock Units (PSUs) and 15,921 Restricted Stock Units (RSUs).
• 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.
• RSUs will vest 25% per year over four years, with the first vesting date on January 8, 2026.
• A Power of Attorney was executed on November 4, 2025, authorizing specific individuals to file SEC Forms 3, 4, and 5 on behalf of Holly R. Sheffield.

Sentiment

Score: 7

Explanation: The filing reflects a standard executive compensation event, which is generally positive for executive retention and alignment with shareholder interests, though it implies future share dilution. The performance-based nature of PSUs adds a positive incentive structure.

Positives

• Equity grants align executive interests with shareholder value creation.
• Performance-based PSUs incentivize strong Total Shareholder Return.
• RSUs provide long-term retention for a key executive.

Negatives

• Potential for future shareholder dilution from the issuance of new shares upon vesting of the equity awards.

Risks

• PSUs carry a performance risk for the executive, as vesting is contingent on the company's Total Shareholder Return (TSR) relative to an index, with no shares vesting if minimum TSR performance is not achieved.
• RSUs are subject to forfeiture if employment conditions are not met during the specified vesting period.

Future Outlook

The Performance Stock Units are tied to the company's Total Shareholder Return performance through October 31, 2028, indicating a long-term focus on shareholder value creation. The Restricted Stock Units will vest over four years, starting January 8, 2026, providing a future compensation stream.

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. (the ''Company''), Forms 3, 4, and 5, and any amendments thereto."
• "The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934."

Industry Context

Equity grants, particularly Performance Stock Units and Restricted Stock Units, are standard components of executive compensation packages across publicly traded companies. They are designed to align the interests of executives with those of shareholders by tying a significant portion of compensation to company performance and long-term value creation.

Comparison to Industry Standards

• The use of PSUs tied to TSR performance is a common practice in executive compensation, aligning with best practices for incentivizing long-term shareholder value.
• RSUs with multi-year vesting schedules are also standard for executive retention and compensation, comparable to practices at peer companies in the medical device and contact lens industries.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for minor dilution upon vesting of PSUs and RSUs, but also benefits from increased executive alignment with long-term company performance and shareholder value.
• Employees: Reflects the company's compensation strategy for key executives, potentially influencing broader compensation philosophies.

Next Steps

• Vesting of Restricted Stock Units will commence on January 8, 2026, at 25% per year over four years.
• The three-year performance period for Performance Stock Units will conclude on October 31, 2028, followed by certification of performance results and settlement.

Key Dates

Keywords

Cooper Companies, COO, Holly Sheffield, Performance Stock Units, Restricted Stock Units, Executive Compensation, SEC Form 4, Equity Grant, TSR, Corporate Governance