COOPER COMPANIES, INC.
For the period ended Apr 7, 2026. Filed Feb 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 7, 2026 · Filed Feb 24, 2026
Contents
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 (i) 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”), (ii) the “compensation actually paid” (“CAP”) to our PEO and Other NEOs, (iii) our company performance, and (iv) 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.
| SCT TotalCompensationfor PEO (1)($) · CompensationActually Paidto PEO(1) (2)($) · AverageSCT Total Compensation for Other NEOs (3)($) · AverageCompensationActually Paidto Other NEOs (2) (3)($) · Value of Initial Fixed $100 Investment Based On: · Net Income (5)(in millions)($) · CompanySelectedMeasure: | ||||||||
|---|---|---|---|---|---|---|---|---|
| FiscalYear · TotalStockholderReturn(4)($) · Peer GroupStockholderReturn (4)($) · Non-GAAPEPS (6)($) | ||||||||
| 2025 | 16,051,141 | 1,770,870 | 4,115,552 | 1,372,565 | 67.09 | 103.97 | 374.9 | 4.13 |
| 2024 | 15,427,631 | 39,832,969 | 3,767,148 | 8,460,906 | 100.46 | 98.46 | 392.3 | 3.69 |
| 2023 | 13,490,923 | 22,309,137 | 3,462,463 | 4,997,872 | 74.8 | 75.2 | 294.2 | 3.20 |
| 2022 | 11,735,964 | (9,232,263) | 3,122,556 | (1,008,290) | 65.59 | 77.44 | 385.8 | 3.11 |
| 2021 | 10,994,906 | 36,205,083 | 2,772,601 | 7,944,570 | 100 | 100 | 2,944.7 | 3.31 |
(1)Mr. White served as our PEO in each of the fiscal years presented.
(2)Mr. Andrews, Mr. McBride, Ms. Sheffield, and Mr. Warner were our non-PEO NEOs in each of the fiscal years presented.
| CooperCompanies 2026 Proxy Statement | 59 |
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(3)Total compensation reported for our PEO and the average compensation of the Other NEOs for each fiscal year in the 2025 Summary Compensation Table was adjusted in accordance with Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”. The following table shows the adjustments made for fiscal 2025:
| CEO($) | Average forOther NEOs($) | |
|---|---|---|
| SCT Total Compensation | 16,051,141 | 4,115,552 |
| Adjustments for Equity Fair Value: | ||
| Deduct: equity award value reported in the SCT | (13,285,968) | (2,824,978) |
| Add: FYE fair value (FV) of all equity awards granted during FY25 that are outstanding and unvested at FY25 year-end | 8,630,400 | 1,951,278 |
| Add/(Deduct): Change in FV of outstanding and unvested awards granted in prior years based on change from FY24 year-end to FY25 year-end | (7,484,514) | (1,438,232) |
| Add/(Deduct): Change in FV of awards granted in prior years that vested in FY25 based on change from FY24 year-end to vesting date in FY25 | (2,114,581) | (408,250) |
| Adjustments for Pension Value: | ||
| (Deduct): aggregate change in actuarial present value of the RIP | (52,453) | (50,133) |
| Add/(Deduct): prior service cost attributed to benefits under the RIP | 26,845 | 27,328 |
| Compensation Actually Paid in FY: | 1,770,870 | 1,372,565 |
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 2025 Annual Report.
(4)Reflects cumulative total stockholder return (“TSR") of the Company and of the S&P 500 Healthcare Equipment Index assuming a $100 investment on October 31, 2021 and the reinvestment of all dividends.
(5)This column presents the Company's consolidated net income as reported in our Annual Report on Form 10-K for each covered year.
(6)Non-GAAP EPS as reported in our year-end earnings disclosures. For a reconciliation between GAAP and non-GAAP measures, see Reconciliation of Selected GAAP Results to Non-GAAP Results. Prior years have been adjusted for the 4-for-1 stock split that occurred in February 2024.
Financial Performance Measures
We have identified the following financial measures (on a constant currency basis) as the most important financial performance measures used by the Company in setting compensation for our NEOs for the past fiscal year as described in more detail in the Compensation Discussion and Analysis:
Revenue
Non-GAAP EPS
Free Cash Flow
Non-GAAP Operating Income
| 60 | CooperCompanies 2026 Proxy Statement |
Relationship Between CAP and Financial Performance
The total compensation paid to our PEO and Other NEOs, as disclosed in the Summary Compensation Table, 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 Summary Compensation Table 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 the Company for the fiscal years ended October 31, 2025, 2024, 2023, 2022, and 2021.
Relationship between CAP and TSR for the Company and the S&P 500 Healthcare Equipment Index
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Relationship between CAP and Net Income
Relationship between CAP and Non-GAAP EPS
| 62 | CooperCompanies 2026 Proxy Statement |
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