SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant    ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

THE COOPER COMPANIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒    No fee required.

☐    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

February 5, 2021

Dear Stockholder:

You are cordially invited to join us at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of The Cooper Companies, Inc. (the “Company” or “Cooper”), which will be held at 8:00 a.m. (Pacific time) on March 17, 2021 at our corporate headquarters at 6101 Bollinger Canyon Road, Suite 500, San Ramon, California. Please refer to the proxy statement for information about COVID-19 measures that will be in place for the meeting.

At the Annual Meeting we will ask our stockholders to vote on the proposals detailed in our Proxy Statement and related materials. We will be providing access to our proxy materials electronically under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, beginning on or about February 5, 2021, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to many of our stockholders instead of a paper copy of this Proxy Statement and our 2020 Annual Report on Form 10-K (the “Annual Report”). This approach conserves natural resources and reduces our printing and distribution costs, while providing a timely and convenient method of accessing the materials and voting.

The Notice contains instructions on how to access our materials through the internet and also contains instructions on how to receive a paper copy of our proxy materials, including the Proxy Statement, our 2020 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive a Notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by proxy by following the instructions on the proxy card or voting instruction card. Voting may be done over the internet, by telephone, or by mail (if you received paper copies of the proxy materials). Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend.

We look forward to seeing you at the Annual Meeting.

Sincerely,

A. Thomas Bender

Chairman of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

THE COOPER COMPANIES, INC.

6101 Bollinger Canyon Road, Suite 500

San Ramon, CA 94583

Stockholders of record at the close of business on Thursday, January 21, 2021, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about February 5, 2021, we will mail either (1) a Notice of Internet Availability of Proxy Materials (the “Notice”) or (2) a copy of this Proxy Statement and our Annual Report for the fiscal year ended October 31, 2020. The Notice will also contain instructions on how to request a paper copy of our proxy materials.

You may vote by following the instructions on the Notice or by using the proxy card accompanying the paper copy of materials. If phone or internet voting is available to you, instructions will be included on your proxy card.

YOUR VOTE IS IMPORTANT TO US. Regardless of whether you plan to attend the Annual Meeting, we encourage you to vote your shares as soon as possible to ensure that your vote is recorded. We look forward to your participation.

By Order of the Board of Directors

Mark J. Drury

Secretary

Dated: February 5, 2021

TABLE OF CONTENTS

THE ANNUAL MEETING

This Proxy Statement is presented on our behalf by order of the Board of Directors. It contains information about our Company and the proposals to be presented at the Annual Meeting.

Throughout this Proxy Statement, we may also refer to various documents that are available on our website. The content posted on, or accessible through, our website is not incorporated by reference into this Proxy Statement or any of our filings with the SEC and may be revised by us (in whole or in part) at any time and from time to time.

We have also furnished our Annual Report to all stockholders of record. The Annual Report contains our financial statements for the fiscal year ended October 31, 2020 and other useful information, but it is not part of the materials for the solicitation of proxies.

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PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING

We are not aware of any other business to be brought before the meeting. If any additional business is properly brought before the meeting, the designated officers serving as proxies will vote in accordance with their best judgment.

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ABOUT OUR BOARD OF DIRECTORS

Our Board of Directors has nine members as of the date of this Proxy Statement. All directors are elected annually by a majority of votes cast.

            I – Independent                        ❖ - Committee Chair                        ¨ – Committee Member

     * Mr. Bender and Dr. Rubenstein will not stand for re-election in 2021.

Current Director Statistics

Board Leadership

We maintain separate positions for the Chairman and Chief Executive Officer (CEO). We also maintain an independent Lead Director position. We feel this division provides a balance between the independence of our directors and the experience of our officers. Our current Chairman has significant business experience with the Company but has also been affirmatively determined to be independent by our Board. We feel that maintaining a separation between the Chair and the CEO provides for strong, knowledgeable leadership of the Board separate from the CEO’s immediate, day-to-day involvement with the Company.

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Director Independence

All of our directors, except Messrs. Weiss and White, have been determined by the Board to be independent. Mr. White is our current CEO and Mr. Weiss previously served as our CEO and became a Non-Employee Director on January 1, 2019.

In making determinations regarding independence, the Board considers the objective requirements for independence set forth by the New York Stock Exchange (“NYSE”) and the SEC and has confirmed that each independent director has no relationship to the Company, either directly or indirectly, other than as a stockholder of the Company or through their service on the Board. The Board and its committees conduct regular self-evaluations and review director independence and committee composition to ensure continued compliance with applicable regulations.

Additionally, under our Corporate Governance Principles, directors are not permitted to serve on the boards of more than two other public companies while they serve on our Board; provided, that the Board may make exceptions to this standard as it deems appropriate in the interest of our stockholders. We do not limit service on private company boards of directors or with non-profit organizations. The Board considers these affiliations and professional relationships on a case by case basis to ensure there are no conflicts of interest with the Company or other factors that would impair the relevant Non-Employee Director’s independence from the Company.

DIRECTOR NOMINATION PROCESS

The Corporate Governance & Nominating Committee (the “CGNC”) is responsible for identification and recommendation of qualified candidates to present to the Board for consideration as director nominees. As part of this responsibility, the CGNC annually considers the size, composition, and responsibilities of the Board. The CGNC considers the background and skills of the current board members, the needs of the Board, and the qualifications of any potential candidates prior to making recommendations regarding nominations.

Stockholder nominations must be received on a timely basis and meet the criteria set forth below and in the information on Stockholder Proposals and Nominations for Director on page 65.

Criteria for Nominees

The CGNC has set minimum criteria which must be met by any director candidate as follows:

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The CGNC also considers whether a candidate has any special expertise, skills, or background that would be of particular benefit to the Company. The CGNC seeks candidates who demonstrate an understanding of financial statements and financial matters, and who offer business and managerial experience that will complement the experience of current directors and provide additional depth of knowledge in areas that will benefit the Board in its oversight of our business.

Diversity and Inclusion

In addition to these minimum standards, the CGNC believes it is important to have directors from various backgrounds and professions in order to ensure that the Board has a wealth of experiences to inform its decisions. Consistent with this philosophy, the CGNC is committed to including in each search, candidates who reflect diverse backgrounds, including, but not limited to, diversity of gender and race.

Board Refreshment

The Board has not adopted formal term limits or retirement age requirements, as it believes these are arbitrary and limit the ability to retain directors with valuable experience and company knowledge. However, the Board is committed to refreshment of the board of directors on a regular basis to ensure a balance of new ideas with experienced leadership.

In furtherance of this commitment, the Board has worked actively to develop internal policies and practices to ensure regular refreshment of appointments and the CGNC has developed a succession planning framework to ensure continued refreshment of Board appointments.

Four of our current directors joined the Board within the past five years and our two longest tenured directors have indicated their intention to retire as of the Annual Meeting, at which time over half of our directors will have served for no more than ten years. The Board views this as a meaningful advancement of its efforts to refresh its membership and expects to continue these efforts going forward.

BOARD COMMITTEES

The Board currently maintains three standing committees as described below. Committee membership is determined by the Board and reviewed regularly. As required by the SEC and NYSE, all members of our Audit Committee, Corporate Governance & Nominating Committee, and Organization & Compensation Committee are independent directors. At the Board’s discretion, other committees may include directors who have not been determined to be independent.

Each committee maintains a written charter detailing its authority and responsibilities. These charters are updated periodically as legislative and regulatory developments and business circumstances warrant.

Our committee charters are available in their entirety on our website at http://investor.coopercos.com/corporate-governance.

The Audit Committee provides advice with respect to our financial matters and assists the Board in fulfilling its oversight responsibilities regarding: (i) the quality and integrity of our financial

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statements, (ii) our compliance with legal and regulatory requirements, (iii) review of our potential risk factors, (iv) the qualifications, independence, and performance of the independent registered public accounting firm serving as auditors of the Company, (v) retention and engagement of the independent registered public accounting firm, and (vi) the performance of the Company’s Internal Audit function and internal controls. The Audit Committee advises and makes recommendations to the Board regarding our financial, investment, and accounting procedures and practices.

The Organization & Compensation Committee (the “OCC”) reviews and approves all aspects of the compensation paid to our Chief Executive Officer and all executives identified by the OCC as officers under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The OCC also approves all compensation for employees whose total combined annual base salary plus target non-equity incentive bonus is $750,000 or greater, regardless of whether they have been designated as officers under Section 16(a) of the Exchange Act. Members of the OCC are not eligible to participate in any of our executive compensation programs.

The OCC also approves the composition of our peer group for comparative compensation review, approves all awards under our equity and non-equity incentive bonus plans, and has approval authority for agreements providing for the payment of benefits following a change in control of the Company, severance following a termination of employment, or any other special arrangement with executive officers or employees which would affect their compensation. The OCC also oversees succession planning, diversity & inclusion objectives, and management development programs designed to strengthen our internal pool of candidates for executive level positions and promote mentoring of senior level employees.

The Corporate Governance & Nominating Committee (the “CGNC”) develops, implements, and maintains the corporate governance standards by which we conduct business, and advises and makes recommendations to the Board concerning our primary governance policies. The CGNC meets with the Chief Executive Officer and senior corporate staff as it deems appropriate to fulfill its obligations with regard to our corporate governance standards. The CGNC also performs the functions described under Director Nomination Process on page 4 and has oversight for our Environmental, Social and Governance (“ESG”) initiatives as discussed in more detail on page 9.

Meetings

The Board and its committees met as follows during our most recent fiscal year:

The Non-Employee Directors hold executive sessions in connection with regular meetings of the Board and more often as they deem appropriate. Either Mr. Bender, as Chair, or Dr. Rubenstein, as Lead Director, presides over executive sessions.

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During the 2020 fiscal year, each director attended all of the board meetings and meetings of committees on which the director served. Currently we do not maintain a formal policy regarding director attendance at the Annual Meeting. Due to COVID-19 limitations, Mr. White was the only director that attended the 2020 Annual Meeting.

BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

General

Our Board of Directors recognizes the importance of appropriate oversight of potential business risks in running a successful operation and meeting its fiduciary obligations to our business and our stockholders. While our management team has responsibility for the day-to-day assessment and management of potential business risks, the Board maintains responsibility for ensuring an appropriate culture of risk management and setting the proper “tone at the top.”

In this function, the Board, directly and through its committees, takes an active role in overseeing our aggregate risk potential and in assisting management with addressing specific risks, including competitive, legal, regulatory, operational, and financial risks. Each committee of the Board regularly reviews risks related to its area of focus and management’s Global Risk Committee provides updates to the Board and Audit Committee regarding key business risks and management efforts to mitigate identified risks.

Risk and Compensation

The OCC regularly reviews and assesses the possible risks related to our compensation programs. Based on this assessment, the OCC has concluded that the structure of our compensation programs does not create unreasonable risk or the likelihood of a material adverse impact on the Company.

In making this determination, the OCC considered possible compensation-based risks and means by which potential risks may be mitigated, including through the operation of our internal control structure and the Committee’s oversight. The OCC also considered the structure of our compensation programs, including:

Management Succession Planning

At least annually, and more often as deemed appropriate, the OCC meets with management to discuss succession plans for our executive management, including our Chief Executive Officer. Succession plans are designed to allow for an orderly transition of the top executive posts either in the ordinary course of business or in response to emergency situations. Management develops and presents plans for identification, mentoring, and continuing development of potential internal

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candidates for executive leadership positions. The Committee provides oversight, input, and recommendations with regard to the criteria to be used for identification of potential candidates for succession to leadership positions. The Committee also meets with individual members of management occasionally throughout the year to assess leadership development within the executive team.

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CORPORATE GOVERNANCE

We have an ongoing commitment to good governance and business practices. In furtherance of this commitment, we regularly monitor developments in the area of corporate governance and review our policies and practices in light of such developments. We seek to comply with the rules and regulations promulgated by the SEC and the NYSE and implement other corporate governance practices we believe are in the best interest of the Company and its stockholders.

In keeping with this commitment:

Additionally, we maintain various corporate policies, discussed in more detail below, that reflect our dedication to good governance. We believe that the policies and practices currently in place enhance our stockholders’ interests.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES

We believe that conducting business in a socially and environmentally responsible manner is important to our long-term success and the future of our planet. Recognizing the significant impact that environmental, social, and governance (“ESG”) issues have on our ability to achieve sustainable growth, we have been actively developing initiatives to make sustainability and corporate responsibility a key focus of our business.

To better support these initiatives from the top down, our Corporate Governance & Nominating Committee has added oversight responsibility for ESG matters to its charter and the Board has increased the frequency of ESG discussions at its meetings.

Key highlights for the 2020 fiscal year include:

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For more information about our ESG initiatives, we encourage you to visit our website at http://www.coopercos.com/corporate-responsibility.

CORPORATE GOVERNANCE POLICIES

Corporate Governance Principles

We maintain a set of Corporate Governance Principles which specify our standards for director qualifications, director responsibilities, Board committees, director access to our executive officers and employees, director orientation and continuing education, and performance evaluations of the Chief Executive Officer and of the Board and its committees. The Principles also address compensation and stock ownership requirements for our Non-Employee Directors (discussed in more detail in the section on Director Compensation starting on page 47). The Principles are available in their entirety on our website at http://investor.coopercos.com/corporate-governance.

Ethics and Business Conduct Policy

Our Ethics and Business Conduct Policy, or Ethics Policy, applies to all of our employees, executive officers, and non-employee directors, including the Chief Executive Officer and Chief Financial Officer. Employees are encouraged to report any conduct that they believe in good faith to be an actual or apparent violation of the Ethics Policy.

The Ethics Policy includes provisions relating to: (i) conflicts of interest, (ii) the protection and proper use of Company assets, (iii) relationships with customers, suppliers, competitors and associates, (iv) government relations and anti-corruption regulations, and (v) compliance with laws and regulations, including laws and regulations relating to insider trading, equal employment opportunity, harassment, health and safety.

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The Ethics Policy is translated into multiple languages to facilitate readability and all employees receive a copy of the Ethics Policy both at their date of hire and annually. The Ethics Policy is also posted on our internal web pages for ease of access and is available in its entirety on our website at http://investor.coopercos.com/corporate-governance.

Amendments to the Ethics Policy and any waivers from the Ethics Policy granted to directors or executive officers will be made available through our website. As of the date of this proxy statement, no waivers have been requested or granted.

Stock Trading Policy: Hedging & Pledging

We have implemented a Stock Trading Policy that applies to our senior executives, including our NEOs and all members of the Board of Directors. Under this Policy, trading in Company securities is prohibited except during specifically designated windows. Additionally, executives and members of the Board are prohibited from engaging in various trading practices which would suggest speculation in our securities, including short sales, puts, calls, forward sales, equity swaps, or other hedging transactions. Our policy does permit executives and members of the Board to pledge securities as collateral, but only upon prior notice to, and approval from, the Company.

Procedures for Handling Accounting Complaints

The Audit Committee has established procedures for receipt and handling of potential complaints we may receive regarding accounting, internal accounting controls, or auditing matters, and to allow for the confidential, anonymous submission by our employees of concerns regarding accounting or auditing matters. In furtherance of this goal, we have established a confidential reporting system managed by an independent third-party vendor through which employees may report concerns about our business practices. The reporting system provides both a telephone hotline and online reporting options in multiple languages.

RELATED PARTY TRANSACTIONS

We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants. The Company’s legal and governance staff is primarily responsible for monitoring and obtaining information from the directors and executive officers with respect to related party transactions and for then determining, based on the facts and circumstances, whether the Company or a related party has a direct or indirect material interest in the transaction.

Management reports related party transactions to the Corporate Governance & Nominating Committee in accordance with written policy and the Committee reviews and approves (or ratifies) all transactions between the Company and related parties that are required to be disclosed under SEC rules.

Under this policy, certain transactions have been deemed by the Committee to be pre-approved or ratified even if the aggregate amount involved exceeds thresholds that would otherwise require disclosure as follows:

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KPMG LLP, as our independent registered public accounting firm, reviews our controls around the identification and reporting of related party transactions as required by current accounting and auditing standards.

We have determined that there were no material related party transactions during the 2020 fiscal year.

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OWNERSHIP OF THE COMPANY

PRINCIPAL SECURITYHOLDERS

The following table contains information regarding all individuals or groups who have advised us that they own more than five percent (5%) of the outstanding shares of our common stock. Information is presented as of the Record Date.

SECURITIES HELD BY INSIDERS

The following table contains information regarding ownership of our common stock by each of our directors, the executives named in the Summary Compensation Table, and all of the current directors and executive officers as a group. The figures in this table represent sole voting and investment power except where otherwise indicated.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates under a written charter adopted by the Board in December 2003 and most recently amended in March 2017. The Audit Committee’s charter is available in its entirety on our website at http://investor.coopercos.com/corporate-governance.

Our Board has determined that all members of the Audit Committee are independent directors and are financially literate as required by the NYSE. Our Board has also determined that Ms. Lindell and Ms. Madden each meet the qualifications of an audit committee financial expert as defined by the SEC.

The Audit Committee’s primary duties and responsibilities relate to:

The Audit Committee provides advice with respect to our financial matters and assists the Board in fulfilling its oversight responsibilities regarding: (i) the quality and integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) review of our potential risk factors, (iv) the qualifications, independence and performance of KPMG LLP (“KPMG”), in its role as our independent registered public accounting firm, (v) retention and engagement of KPMG, (vi) the performance of our internal audit function, and (vii) review of our internal controls and risk management procedures.

Management is responsible for the Company’s internal controls and the financial reporting process. To support this work, management has engaged Ernst & Young LLP as a co-source partner in providing audit support to assist the Company’s internal audit team.

KPMG, as the Company’s independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report on the audit process. The Audit Committee’s responsibility is to monitor and oversee these processes. In this context, the Audit Committee has met and held discussions with management and KPMG regarding the fair and complete presentation of the Company’s financial results.

The Audit Committee held 7 meetings during the 2020 fiscal year, including regular meetings in conjunction with the close of each fiscal quarter, during which the Audit Committee reviewed and discussed the Company’s financial statements with management and KPMG. These Audit Committee meetings routinely include executive sessions of the committee, as well as private sessions with each of KPMG, Internal Audit, and management.

The Audit Committee reviewed and discussed the audited consolidated financial statements of the Company for the fiscal year ended October 31, 2020 with management and KPMG, and management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (GAAP). The Audit Committee discussed with KPMG the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communication with Audit Committees.”

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The Audit Committee also reviewed and discussed with KPMG, Internal Audit, and management the processes and procedures associated with our assessment of internal controls over financial reporting, including management’s assessment of such controls.

The Audit Committee maintains policies and procedures for the pre-approval of work performed by KPMG. Under its charter, the Audit Committee must approve all engagements in advance. All engagements with estimated fees above $150,000 require consideration and approval by the full Audit Committee. The Chair of the Audit Committee has the authority to approve on behalf of the full Audit Committee all engagements with fees estimated to be below $150,000. Management recommendations are considered in connection with such engagements, but management has no authority to approve engagements.

In the 2020 fiscal year, the Audit Committee received both the written disclosures and the letter from KPMG that are mandated by applicable requirements regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and the Audit Committee discussed KPMG’s independence from the Company with the lead engagement partner. The Audit Committee or its Chair approved all audit services provided by KPMG for the fiscal year ended October 31, 2020 prior to the work being performed. The total fees paid or payable to KPMG for the last two fiscal years are as follows:

Based on the Audit Committee’s discussions with KPMG, Internal Audit, and management, the Audit Committee’s review of the representations of management, the certifications of the Chief Executive Officer and Chief Financial Officer, and the written disclosures and the letter from KPMG to the Audit Committee, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020 for filing with the SEC.

THE AUDIT COMMITTEE

Jody S. Lindell (Chair)

William A. Kozy

Gary S. Petersmeyer

Teresa S. Madden

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EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is information regarding our current executive officers and other senior employees named in this Proxy Statement who are not also directors. The individuals listed below served in the positions set forth as of the date of this proxy statement.

Mr. McBride has served as Executive Vice President and Chief Operating Officer since November 2013 and as the President of CooperVision, our contact lens business, since February 2014. He previously served as our Chief Risk Officer from July 2011 through October 2013, as our General Counsel from November 2007 through January 2014, and as Vice President from July 2006 through October 2013. He also served as Senior Counsel from February 2005 through November 2007. Prior to joining Cooper, Mr. McBride was an attorney with Latham & Watkins LLP from October 1998 to February 2005, concentrating on mergers and acquisitions and corporate finance matters. He holds a B.S. in Finance from Santa Clara University and a J.D. from Stanford Law School.

Mr. Andrews has served as Executive Vice President, Chief Financial Officer & Treasurer since December 2020. He previously served as our Senior Vice President, Chief Financial Officer & Treasurer from May 2018, and as Treasurer since January 2013 and Vice President since November 2014. He also served as Vice President, Global Logistics and Service for CooperSurgical, a position he held from June 2017 to May 2018. Mr. Andrews previously served as Assistant Treasurer for the Company from April 2006 to December 2012. Prior to joining Cooper, he held various corporate and investment banking positions at KeyBanc Capital Markets from 2002 to 2006 and at ING Barings from 2000 to 2001. He holds a B.A. in Economics from Columbia University.

Ms. Sheffield has served as President of CooperSurgical, Inc., our women’s healthcare business, since July 2020. Previously, she served as Executive Vice President & Chief Strategy Officer from June 2018 to July 2020. Prior to joining Cooper, Ms. Sheffield had over 20 years of experience in investment banking. She joined Cooper from UBS Securities LLC, where she was a Managing Director, Global Head of Medical Technology from 2009 to May 2018. From 2000 to 2009, Ms. Sheffield was at Credit Suisse and from 1997 to 2000, Ms. Sheffield was at Donaldson, Lufkin & Jenrette until it was acquired by Credit Suisse. Ms. Sheffield received a B.S. from Cornell University and an M.B.A. from Columbia Business School.

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Mr. Drury has served as Vice President, General Counsel & Secretary since February 2020. He previously served as Deputy General Counsel from August 2019 to February 2020, and as Assistant General Counsel from February 2014 through July 2019. He also served CooperVision as Senior Counsel from November 2012 through January 2014, and as Corporate Counsel from January 2011 through October 2012. Prior to joining CooperVision, Mr. Drury was an associate at Latham & Watkins LLP from 2005 to 2010, focusing on mergers and acquisitions, corporate finance, public company reporting and corporate governance matters. He holds a B.A. in Economics from the University of California at Los Angeles and both an M.B.A. and a J.D. from the University of California at Berkeley.

Mr. Ricupati has served as our Chief Accounting Officer since October 2017 and as Senior Vice President, Finance & Tax since July 2017. Mr. Ricupati previously served as Vice President, Tax for the Company from July 2013 to July 2017. Prior to joining Cooper, he served as International Tax Director for Intel Corp. from 2010 to 2013 and in various other senior finance and tax positions over the past 20 years. He holds a master’s degree from DePaul University and is a Certified Public Accountant.

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COMPENSATION DISCUSSION AND ANALYSIS

The Organization and Compensation Committee (“OCC”) oversees our executive compensation program. In this capacity, the OCC regularly reviews our program to ensure that we maintain an effective and appropriate link between pay and performance, and that our compensation practices do not encourage behaviors that could have a material adverse effect on the Company.

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and the compensation decisions made by the OCC with regard to compensation of our CEO, CFO and our three other most highly compensated executive officers serving as of October 31, 2020 (collectively, our named executive officers, or NEOs) as follows:

Table of Contents

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FISCAL 2020 PERFORMANCE - THE YEAR IN REVIEW

We began fiscal 2020 with a strong first quarter, with financial results that met our expectations and positioned us to meet or exceed the financial targets set for the year with regard to revenue, operating income, and earnings per share. The COVID-19 pandemic caused a severe global health crisis, along with economic and societal disruptions and uncertainties, which negatively impacted business and healthcare activity globally. In our second quarter, as a result of healthcare systems responding to the demands of managing the pandemic, governments around the world imposing measures designed to reduce the transmission of the COVID-19 virus, and individuals responding to the concerns of contracting the COVID-19 virus, many optical practitioners and retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures. Many customers that remained open or reopened experienced reduced patient visits. Although we saw some improvement as the second half of the fiscal year progressed, the global market disruptions caused by COVID-19 had an adverse effect on our sales, operating results and cash flows. We ended the 2020 fiscal year 8% below the prior year for revenue and below the other financial targets we set for the year for the Company and its businesses, CooperVision and CooperSurgical. A full discussion of our results and performance appears in the Management Discussion and Analysis section of our Annual Report on Form 10-K.

Accomplishments

Although we did not achieve our financial targets for revenue and earnings per share as the global Covid-19 pandemic significantly impacted the entire world, including our key markets, we were able to execute on our short- and long-term objectives and drive continued success. This included significant progress on numerous initiatives which will have benefits for many years to come. These achievements included:

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Throughout the course of fiscal 2020, we maintained a focus on keeping our customers and our employees safe and healthy. We made the well-being of our employees a priority, instituting robust health and safety programs within our facilities to ensure employees could complete their responsibilities safely, while maintaining employee compensation at pre-pandemic levels. The dedication and resiliency of our workforce allowed us to continue operations with minimal disruptions.

We were also able to support our customers by offering new and innovative online training and virtual meetings, expanding our world-class customer service efforts, accelerating our direct-to-patient shipping activity, and providing extended payment terms to our small business partners.

Considering our performance and achievements despite the extraordinary circumstances of this year resulting from the COVID-19 pandemic, we believe that the 2020 fiscal year was ultimately successful. Although we cannot control COVID-19, and thus the speed of return to normal business practices, we believe we are well positioned to capitalize on future opportunities, due primarily to the extraordinary efforts of our employees and our executive leadership. The OCC took these efforts, and the resulting achievements, into consideration with regard to executive compensation decisions for both fiscal 2020 and fiscal 2021.

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FISCAL 2020 COMPENSATION HIGHLIGHTS

Our fiscal 2020 executive compensation program was designed to support our compensation objectives and reinforce our strong pay-for-performance culture. During fiscal 2020, we maintained an emphasis on performance-based compensation through rigorous goals in our 2020 Incentive Payment Plan (“IPP”) and an emphasis on long-term, performance-based equity in the form of stock options. The OCC considers the use of stock options an effective vehicle for aligning the interests of our CEO with the interests of our stockholders and reinforcing a strong pay-for-performance culture and emphasis on long-term stockholder value creation.

In December 2019, the OCC approved a 33% increase in target total direct compensation for Mr. White, our CEO, to better align his compensation relative to CEO compensation in our peer group. The OCC considered this increase appropriate in light of Mr. White’s strong performance and leadership following his promotion to CEO in May 2018 and strong corporate results during this period.

Changes in target total direct compensation for fiscal 2020 for our other NEOs were based on recognition of prior year performance by our NEOs and approved in the context of competitive pay levels among the companies in our peer group. In the case of Mr. Andrews, more significant increases in base salary and target total direct compensation also reflected our multi-year transition to align with competitive pay levels for the CFO role following his promotion in May 2018.

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In the 2020 fiscal year, approximately 79% of Mr. White’s target total direct compensation was in the form of long-term equity awards vesting over a five-year period. Approximately 63% of our other NEO’s target total direct compensation (on average) was in the form of long-term equity awards.

* “All Other Compensation” represents less than 1% of total target direct compensation for our NEOs, including Mr. White, as discussed in footnote 4 to the Summary Compensation Table.

Fiscal 2020 Incentive Payout Plan (“IPP”) Result

From the outset of the COVID-19 pandemic, the OCC and the senior leadership team closely monitored the impact of COVID-19 on our financial performance and bonus programs to ensure ongoing alignment between our executive officers’ incentives and our goal of supporting long-term alignment with stockholders during a period of extraordinary volatility. In July 2020, with input from its independent compensation consultant, the OCC considered alternatives for addressing the impact of the COVID-19 pandemic on our 2020 IPP financial objectives. Following this review, the OCC determined to leave the 2020 IPP goals and structure unchanged. This approach acknowledged the significant, ongoing uncertainty that prevented an effective recalibration of expectations as well as a desire to maintain flexibility in our use of cash during the year.

In December 2020, we confirmed that our performance against the revenue and non-GAAP EPS goals of the 2020 IPP, which account for 75% of the target IPP award, fell below the threshold required for a payout. The 2020 IPP design also included a 25% weighting tied to the OCC’s discretionary evaluation of individual and company performance for the year. Following a comprehensive assessment of the performance of our employees, including our NEOs, the OCC determined to fund the 2020 IPP for all eligible participants, including our NEOs, at 75% of target.

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The approved funding of the 2020 IPP reflected a 100% payout on the discretionary component of the IPP, weighted at 25% of target, and a 67% payout on the financial component, weighted at 75% of target. Although this exceeded the payout prescribed by the 2020 IPP terms approved in December 2019, the OCC considered this to be an appropriate result based on the extraordinary effort and achievements of our NEOs and employee population during an extremely difficult year. In particular, the OCC considered the significant negative impact of COVID-19 as optical practitioners and retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures in response to the pandemic. These are all primary sales channels for our products and services and these closures and restrictions had a significant impact on the financial results of both CooperVision and CooperSurgical. The OCC also evaluated the impact of the COVID-19 pandemic on our financial results on a month-by-month basis for fiscal 2020, noting our strong first quarter results followed by the onset of the pandemic and the significant negative impact in April and May, and then the beginning of a rebound. Based on this analysis, the OCC believes that the 75% overall funding approximates what our results would have been when excluding the impact of the Covid-19 pandemic for the months of April and May.

Additionally, the OCC considered notable performance achievement during the year, including CooperVision’s increase to the number two market share position in the global contact lens market, CooperSurgical’s expansion of its Costa Rica manufacturing facility, and our management being extremely proactive during the year, moving quickly to address the significant challenges presented by the COVID-19 pandemic, led by especially strong efforts within manufacturing and distribution. All of this was accomplished while focusing on maintaining the health and safety of our employees, continuing to invest in the future of the business, including the highly successful roll-out of MiSight, continuing enhancements to our culture, and continuing development of our ESG initiatives.

Fiscal 2018 Performance Unit Plan (“PUP”) Result

In December 2020, the OCC also evaluated the results of performance share awards that were granted in 2018 and eligible to be earned based on our three-year annualized adjusted EPS growth rate through end of fiscal 2020 (the “2018 PUP Awards”). Our adjusted EPS growth fell short of the threshold required for a payout. Although the impact of the COVID-19 pandemic on our financial results was a significant factor driving this result, the OCC did not make any adjustments to the 2018 PUP Awards. This resulted in zero payout under the 2018 PUP Awards for Messrs. White and McBride. (Our other NEOs were not granted 2018 PUP Awards.)

Response to 2020 Say-on-Pay Vote

The OCC considers the outcome of our annual “Say-on-Pay” vote in determining the design of our executive compensation program and the composition and levels of individual compensation packages. At our 2019 Annual Meeting of Stockholders, 91% of the votes cast on our Say-on-Pay proposal were voted in favor of the compensation program for our NEOs. The OCC viewed this result as an affirmation of our program structure and considered these results in December 2019 when approving the compensation packages for fiscal 2020 as described in this CD&A.

Subsequent to these decisions, at our 2020 Annual Meeting of Stockholders, 79% of the votes cast on our Say-on-Pay proposal were voted in favor of the compensation program for our NEOs. The OCC took note of this change in support when developing the structure of our executive compensation program for the coming 2021 fiscal year.

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During fiscal 2020, and taking into consideration the results of our 2020 Say-on-Pay proposal, the OCC engaged in a comprehensive evaluation of our executive long-term incentive plan design. In particular, with support from the Committee’s independent compensation consultant, the OCC considered the effectiveness of stock options at supporting our compensation objectives over time. Following this review, in December 2020, the OCC determined to grant 50% of the long-term incentive value awarded to our NEOs in the form of performance-based RSUs with a three-year performance period. The remaining 50% of long-term incentive value was granted in the form of time vesting stock options. This decision reflects the OCC’s commitment to pay-for-performance and a balance between our historical emphasis on stock options and stockholder expectations for multi-year performance-based equity awards. The combination of time vesting stock options and three-year performance-based RSUs creates strong alignment between the compensation realized by our NEOs and our long-term stockholder returns.

COMPENSATION GOVERNANCE

The OCC seeks to ensure that we maintain sound governance and compensation policies and practices. In designing and overseeing our executive compensation program, we strive to employ best practices and the OCC works closely with its compensation consultants, management, and such other advisors as the OCC considers appropriate to properly assess our policies and practices.

The OCC also regularly assesses the alignment between our executive compensation packages and our performance through:

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The OCC considers management input, the advice of its compensation consultants, and publicly available peer information to be valuable tools in its evaluation of the relationship between executive compensation and Company performance.

Compensation Objectives / Pay for Performance

Our executive compensation program is designed to provide market-competitive target total direct compensation opportunities for our NEOs that is based on a “pay for performance” philosophy and aligns our NEOs’ interests with those of our stockholders by emphasizing certain principles:

The OCC believes that each element of executive compensation and the total compensation provided to each of our NEOs is reasonable, competitive, and appropriate. The OCC believes that our executive compensation program provides an appropriate mix of elements that will allow us to continue to attract, retain, and motivate a top performing management team, without encouraging excessive or inappropriate risk-taking by our executive officers, and that its compensation arrangements create incentives that drive our continued strong financial performance.

The amount of compensation payable to our NEOs depends largely on our financial performance and returns to our stockholders. This strategy has created strong financial and operational results and we have maintained steady growth and returns for our stockholders over the past decade. We consider our executive compensation program design to be integral to our success and believe the performance measures selected for use in our incentive compensation plans serve as significant drivers of our continued success.

Use of Compensation Consultants

In fiscal 2020, the OCC retained Compensia, Inc. (“Compensia”) to provide information and analysis on the compensation of our executive officers and the non-employee members of our Board of Directors. The OCC maintains sole authority to determine the terms of Compensia’s retention and services and a representative of the firm generally attends OCC meetings.

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The OCC has reviewed the nature of the relationship between itself and Compensia as an independent consulting firm, and its relationship with the members of Compensia as individuals, for potential conflicts of interest. In conducting this review, the OCC considered the factors identified by the SEC and the NYSE as possibly contributing to conflicts, including the scope of work performed for the OCC by Compensia, the fees paid to Compensia for services, and any personal or business relationships between our executive officers or members of the OCC and Compensia or its individual members. Based on its review, the OCC has determined there are no conflicts of interest or potential conflicts of interest arising in connection with the OCC’s engagement of Compensia.

Role of Management

The OCC considers input from management regarding executive compensation and performance to be a valuable tool in setting appropriate compensation levels. Until July 2020, management separately retained Semler Brossy Consulting Group LLC (“Semler”) as its consultant to assist in the preparation of management’s recommendations on executive compensation. During the term of this engagement, the OCC considered recommendations from Semler on the same basis as recommendations from management.

In addition to recommendations regarding annual executive compensation, management also provides recommendations to the OCC regarding:

The OCC reviews management recommendations with Compensia before making its own decisions on the compensation of our NEOs.

Compensation Peer Group

The OCC uses a peer group for understanding and assessing competitive compensation levels and practices within our industry. Our compensation peer group is drawn from publicly-traded companies headquartered in the United States and is reviewed annually.

Recommendations for peer group companies are based on similarity of product lines or industry and similarity in company size as measured by annual revenue, market capitalization, operating margins, and other financial measures of organizational scope and complexity.

For fiscal 2020, companies were considered for inclusion in the compensation peer group that are in Healthcare Equipment, Healthcare Supplies, or Life Sciences Tools and Services industries and had revenue between about $1 billion and $6 billion in the past fiscal year (about 0.5x to 2.0x our own revenue). Additional target criteria included a comparable business focus and end markets (healthcare supplies or equipment; generally hospital or provider end markets), similar valuation

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multiples, and whether a company had been identified as a peer by one of the major proxy advisory firms and/or is a frequent peer among our peer companies.

Our compensation peer group for fiscal 2020 was comprised of the following companies:

For fiscal 2020, the OCC removed IDEXX Laboratories, Inc. and West Pharmaceutical Services, Inc., and added Agilent Technologies, Inc. and DexCom, Inc. as more appropriate peers based on revenue, industry sector, and primary executive headquarters location.

Compensation Decision-Making

The OCC’s goal is generally to set all elements of compensation within a competitive range, using a balanced approach that does not use rigid percentiles to target pay levels for each compensation element. For fiscal 2020, the OCC reviewed each element of compensation described below and set the target total direct compensation opportunities of our executive officers after taking into consideration the following factors:

The OCC does not assign relative weights or rankings to any of these factors and does not solely use any quantitative formula, target percentile or multiple for establishing compensation among the executive officers or in relation to the competitive market data. Instead, the OCC relies upon its members’ knowledge and judgment in assessing the various qualitative and quantitative inputs it receives regarding each individual and makes compensation decisions accordingly.

EXECUTIVE COMPENSATION

The primary elements of our executive compensation program are designed to connect NEO compensation to stockholder returns and company objectives.

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The majority of NEO compensation is a combination of annual cash and long-term equity incentives. These compensation elements require achievement of annual financial metrics and significant increases in our stock price for our NEOs to realize a financial return from these elements. This creates a direct link between our performance and NEO compensation. Additionally, compensation is balanced between short-term and long-term factors to encourage attention to both annual financial and operational objectives and long-term strategic goals in order to drive long-term stockholder value creation.

Annual target total direct compensation for our NEOs is based on current role, recent changes to responsibilities, and overall execution of duties throughout the prior fiscal year. Company performance, internal compensation alignment, peer group practices, and competitive market changes and conditions are also considered.

Base Salaries

We offer base salaries that are intended to provide a level of stable fixed compensation to our executive officers for performance of day-to-day services. Base salaries for our executive officers are generally reviewed annually to determine whether an adjustment is warranted or required, with any changes in base salary generally effective on the first day of our fiscal year.

For fiscal 2020, the annualized base salaries for our NEOs were as follows:

Increases for Mr. Andrews and Dr. Auerbach reflected adjustments to be competitive relative to comparable executive positions as well as their strong performance and leadership following promotions to the CFO and President, CooperSurgical roles, respectively, in May 2018.

Annual Cash Incentives – 2020 Incentive Payment Plan (“IPP”)

At the beginning of each fiscal year, the OCC approves an Incentive Payment Plan to provide annual performance-based cash incentive opportunities. Target levels for the pre-established performance measures used in the IPP are based on budgeted goals reflected in our annual operating budget. The IPP is discussed in more detail in the narrative to the Grants of Plan Based Awards Table on page 37.

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Each NEO’s annual performance-based cash incentive opportunity under the IPP is allocated into two components:

Taken together, the IPP encourages our executive officers, including our NEOs, to focus on both our immediate business objectives and short-term financial performance, as well as other factors that support longer-term performance.

Quantitative Performance Component

Quantitative financial performance measures and related target levels for the 2020 IPP were based on our pre-COVID annual operating budget, as approved by our Board of Directors at the beginning of fiscal 2020. Achievement for Messrs. White and Andrews and for Ms. Sheffield were based on overall Revenue and Non-GAAP EPS, adjusted for currency fluctuations. Achievement for Mr. McBride and Dr. Auerbach was based on Revenue and Operating Income, adjusted for currency fluctuations, for each of CooperVision and CooperSurgical, respectively.

The table below describes the relationship between how an award would be earned based on Company performance for each of the finance performance measures included in the 2020 IPP. As designed, no award would be payable with respect to any financial performance measure that did not reach its minimum achievement threshold. For each NEO, the maximum award for any individual financial performance measure was capped at 200%.

The achievement levels required for payout under the quantitative performance component of the 2020 IPP were as follows.

IPP Achievement Required to Attain Payout ⁽¹⁾

Adjustments to Quantitative Achievement Component and Clawbacks

The quantitative financial performance targets were subject to adjustment for acquisitions and/or divestitures, or other items during the fiscal year as determined by the Board. In making such

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adjustments, the OCC considers a report provided by management on variances to the budgets for Revenue, Operating Income, and Non-GAAP EPS that highlights key variances including non-recurring, non-controllable, and/or discretionary items. The OCC may elect to include or exclude certain of these items for purposes of determining the overall quantitative achievement level under the 2020 IPP.

The OCC also has the discretionary authority to reduce the quantitative portion of the annual cash incentive by up to 25%, regardless of our reported budget achievement, based on any facts and circumstances the OCC considers to be in the Company’s best interests. Award payments could also be reduced or wholly recouped by the OCC if a review of the results for the first two months of fiscal 2021 reflected anomalous unfavorable events that were attributable to fiscal 2020.

Discretionary Performance Component

As discussed above, the 2020 IPP provides for 25% of each NEO’s annual performance-based cash incentive opportunity to be entirely at the discretion of the OCC and not linked to the quantitative financial measures under the 2020 IPP. The IPP achievement of this discretionary portion may range from 0% to a percentage deemed appropriate by the OCC, subject to a cap on the total bonus earned by any NEO equal to 200% of their target award.

The discretionary component of individual IPP awards is based entirely on the OCC’s assessment of individual NEO performance during the fiscal year. The discretionary component allows the OCC the flexibility to recognize factors such as:

The OCC believes this flexibility, which can account for factors that impact our results either positively or negatively, is important to align these annual performance-based cash incentive awards with its assessment of executive achievement in individual roles.

2020 IPP Results

As described above, in December 2020, we confirmed that our performance against the financial goals of the 2020 IPP, which account for 75% of the target IPP award, fell below the threshold level required for a payout. Following a comprehensive assessment of the performance of our employees, including our NEOs, the OCC determined to fund the 2020 IPP for all eligible participants, including our NEOs, at 75% of target.

In approving this decision to make a discretionary payment that exceeded the actual results of the 2020 IPP, the OCC considered the strong performance of the Company and our employees, including our NEOs, during an exceptionally difficult year. In particular, the results of CooperVision and

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CooperSurgical were significantly impacted as optical practitioners and retailers, hospitals, medical offices and fertility clinics closed their facilities, restricted access, or delayed or canceled patient visits, exams and elective medical procedures in response to the pandemic, closing primary sales channels for the businesses.

Despite these challenges, we outperformed many of our peers and ended fiscal 2020 with a positive stockholder return, including a significant recovery from share price lows in March 2020. Our accomplishments in fiscal 2020 were achieved while prioritizing the health and safety of our employees, continuing to invest in the future of the business, including the highly successful roll-out of MiSight, continuing enhancements to our culture, and continuing to develop our ESG initiatives.

The approved funding of the 2020 IPP reflected a target payout on the discretionary component of the IPP, weighted at 25% of target, and a 67% payout on the financial component, weighted at 75% of target. Although this exceeded the payout prescribed by the 2020 IPP terms approved in December 2019, the OCC considered this to be an appropriate result based on the extraordinary effort and achievements of our NEOs and employee population during an extremely difficult year.

Named Executive Officer Awards Under the 2020 IPP

Based on the above determination regarding appropriate funding of annual incentives for fiscal 2020, the OCC approved the following awards for each NEO.

Long-Term Incentive Compensation

For fiscal 2020, the OCC used time-vested equity awards to deliver long-term incentive compensation to our executive officers, including our NEOs. The OCC believes that time-vested equity awards have strong retention value while also closely linking executive compensation to stockholder gains. Stock options only have value to the recipient if we also have growth in our stock price, putting a portion of the executive officers’ compensation at risk of no return, and RSUs provide guaranteed value if the executive officer remains with the Company. Both award types provide the opportunity for long-term gain tied to stockholder returns while also encouraging longevity and stable management for the Company.

In setting equity compensation for our executive officers, the OCC discusses appropriate award design with Compensia and management to drive long-term focus on strategic objectives. The OCC also reviews historical grant levels based on the role and position of each executive officer, as well as economic and accounting implications, when determining the type and appropriate size of individual awards. Equity awards are generally granted in the first quarter of each fiscal year, after financial results for the prior fiscal year are available, and vest over three to five years.

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The OCC may also grant equity awards periodically to new hires, upon a promotion or other circumstances, or to accomplish specific retention goals. When such awards are approved, the grant date is set by the OCC after approval by the OCC.

Time-Vested Stock Options and Restricted Stock Units

Equity awards granted to our executive officers, including our NEOs, are made in the form of stock options and/or restricted stock units which vest over a set period of time. In setting award levels, the OCC considered competitive market practices, management recommendations, and a competitive market analysis provided by Compensia.

The OCC sets the value of awards granted to our NEOs based on an assessment of the value of awards granted by our peers and targets values to be competitive relative to comparable executive positions. Once the grant value is set, the number of options and/or RSUs is determined based on the stock price on the date of grant and the accounting assumptions in accordance with ASC 718. For fiscal 2020, stock options were valued at approximately 23% of the stock price on the date of grant.

Before the date of grant, each executive officer, including the NEOs, can choose to receive their award as stock options, restricted stock units, or a 50/50 combination of the two award types. The OCC retains the authority to set awards as it determines appropriate, regardless of such elections, but it believes that soliciting input from our executive officers enhances the retention value of long-term equity compensation.

Results for Fiscal 2018 Performance Share Awards

Performance share awards granted in fiscal 2018 completed their performance cycle at the end of fiscal 2020. Of our NEOs, only Messrs. White and McBride received these awards. These awards were eligible to be earned based on our three-year non-GAAP EPS growth on a constant currency basis, as modified by the OCC for extraordinary, non-recurring, and/or unusual events. Based on our

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non-GAAP EPS growth, adjusted for currency fluctuations, over the three-year performance period, the awards did not meet the threshold level for payout and no shares were issued under these awards.

EMPLOYEE BENEFITS & PERQUISITES

Our NEOs are eligible to receive benefits under programs provided to our employees generally, including participation in our 401(k) plan (with matching contributions), benefits under our Retirement Income Plan (a defined benefit plan), and our health, life and disability insurance programs. Matching contributions to our 401(k) plan for the NEOs are equal to the matching contributions provided to employees generally, matching 50% of employee contributions up to $8,000 (for a maximum benefit of $4,000 per year). Benefits under the Retirement Income Plan are discussed in more detail in the Narrative to the Pension Benefits Table on page 43.

Our NEOs also receive limited perquisites or other personal benefits, generally in the form of automobile allowances and expenses, income attributable to life insurance policies, and some limited reimbursement for partner travel to business functions and relocation assistance. We only provide perquisites or other personal benefits to our executive officers, including our NEOs, in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes.

EXECUTIVE EMPLOYMENT AGREEMENTS

The Company entered into Employment Agreements with each of the NEOs as of November 2018. Dr. Auerbach’s Employment Agreement was terminated and replaced with a Transition and Retirement Agreement as of July 2020. The employment agreements provide for severance payments on termination of employment for various reasons, including in connection with a change in control, and, together with Dr. Auerbach’s Transition and Retirement Agreement, are discussed in more detail in the section titled Potential Payments on Termination or a Change in Control on page 44.

STOCK OWNERSHIP GUIDELINES

We maintain stock ownership guidelines that require each of our executive officers to maintain a stock ownership level equal to a specific multiple of their annual base salary as set out below.

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There is no required time period for the executive officers to achieve the required ownership. While ownership is below the set guideline the executive officers is expected to hold shares acquired from equity awards until the guidelines are met.

In addition to directly held shares, the potential value of vested stock options and unvested restricted stock units are credited in consideration of whether ownership requirements have been met.

As of October 31, 2020, all of our NEOs were in compliance with the applicable stock guidelines.

TAX DEDUCTIBILITY OF COMPENSATION

The OCC considers ways to maintain tax deductibility of the compensation for our executive officers, however, the OCC has the discretion to approve, and it is likely that the Company will pay, compensation which will not be deductible under the Internal Revenue Code.

REPORT OF THE ORGANIZATION & COMPENSATION COMMITTEE

The Organization & Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the OCC has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended October 31, 2020.

ORGANIZATION & COMPENSATION COMMITTEE

Colleen E. Jay (Chair)

William A. Kozy

Gary S. Petersmeyer

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EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The table below shows compensation paid during fiscal years 2020, 2019, and 2018 to the individuals who served as our NEOs during the past fiscal year.

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For the period from October 31, 2017 to October 31, 2018, the accumulated value of pension benefits reduced for the following NEOs:

Amounts in the Personal Travel / Other column represent airfare, food, lodging, and other amounts which were determined to not be inherently related to the performance of these NEOs’ duties. Amounts in the “Housing / Relocation Expense” column represent non-recurring amounts paid by the Company in connection with Ms. Sheffield’s relocation from New York to California at the time of her hire in 2018 and then her further relocation to Connecticut from California in 2020.

GRANTS OF PLAN BASED AWARDS TABLE

This table presents information regarding the possible awards payable under our 2020 Incentive Payment Plan and the value of certain equity awards granted to our NEOs in the 2020 fiscal year. Our equity grant practices and calculation of awards under the 2020 Incentive Payment Plan are discussed in more detail below and in the Compensation Discussion and Analysis on page 19.

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Annual Non-Equity Incentives

The OCC adopts an annual Incentive Payment Plan, or IPP, to provide for short-term cash incentive awards tied to the achievement of our business goals. Financial measures and related target levels are derived from our approved fiscal year operating budget. The IPP is governed by the 2017 Executive Incentive Plan (the “2017 EIP”), as approved by stockholders in March 2017.

Participation levels in the IPP are set by the OCC for our NEOs. Target annual performance-based cash incentive opportunities represent a designated percentage of base salary for the fiscal year and that percentage controls the potential award that can be achieved under the IPP as follows:

As presented in the Grants of Plan Based Awards Table, target amounts represent the potential bonus that would be paid on 100% achievement of both quantitative factors and the discretionary

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portion of awards. Threshold amounts represent the minimum achievement necessary for payment on only the lowest weighted quantitative factor and no award of any discretionary amounts. All awards are capped at a maximum of 200% of the target annual performance-based cash incentive opportunity.

Specific budget targets and actual achievement levels under the 2020 IPP are discussed in more detail in the Compensation Discussion and Analysis on page 19.

Equity Awards

We grant equity incentive awards as a tool to promote retention and to connect compensation with our long-term performance and stockholder returns. These awards are granted under our 2007 Long-Term Incentive Plan (as amended and restated in March 2016) and may vest based on continued service over time and/or performance criteria.

The OCC utilizes a mixture of equity award types, including stock options and restricted stock units. Stock options are granted at 100% of fair market value on the date of grant and have a 10-year life. Stock options and RSUs generally vest over a five-year period.

The equity award granted to our NEOs in the 2020 fiscal year are discussed in more detail in the Compensation Discussion and Analysis beginning on page 19.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

This table provides information regarding the equity award holdings of the NEOs as of the end of the 2020 fiscal year.