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 4, 2022

Dear Stockholder:

You are cordially invited to join us at the 2022 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 16, 2022 at our corporate headquarters at 6101 Bollinger Canyon Road, Suite 500, San Ramon, California.

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 4, 2022, 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 2021 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 2021 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.

We look forward to seeing you at the Annual Meeting.

Sincerely,

Robert S. Weiss

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 20, 2022, or their legal proxy holders, will be entitled to vote at the Annual Meeting.

On or about February 4, 2022, 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, 2021. 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

Vice President, General Counsel, and Secretary

Dated: February 4, 2022

TABLE OF CONTENTS

2022 ANNUAL MEETING OF STOCKHOLDERS

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, 2021 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

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OUR BOARD OF DIRECTORS

✓ – Independent                    ❖– Committee Chair                 ◆ – Committee Member

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.

Director Independence

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. The Board 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

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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, diversity, 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:

The CGNC also considers whether a candidate has any special expertise, skills, or background that would be of particular benefit to the Company and whether a candidate’s background or qualifications will strengthen the overall diversity of the Board. The CGNC seeks candidates who demonstrate an understanding of financial statements and financial matters, 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.

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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.

Three of our current directors joined the Board within the past five years, and over half of our directors 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.

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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 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 our executive officers as defined by Rule 3b-7 of the Securities Exchange Act of 1934, as amended (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, monitors our retirement programs, and has approval authority for agreements providing for the payment of benefits following a change in control of the Company. 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.

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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. Weiss, as Chair, or Mr. Kozy, as Lead Director, presides over executive sessions.

During the 2021 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 2021 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.

Cybersecurity Risks

The Audit Committee monitors our information security programs and receives updates at least quarterly from management on matters related to cybersecurity incidents. Our IT leadership also provides a detailed, in-person update to the Committee annually. This update includes a discussion of significant threats to our systems, risk mitigation strategies, program assessments, planned improvements, and status of information security initiatives.

We have adopted the CIS Controls Framework to identify, prioritize, and measure our cybersecurity controls and defenses. Our information security program includes:

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We also maintain a cyber insurance policy that provides coverage for security breach recovery and response.

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 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 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 (“ESG”) 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 ESG issues have on our ability to achieve sustainable growth, we are expanding existing initiatives and actively developing new projects to make sustainability and corporate responsibility a key focus of our business.

To better support these initiatives from the top down, our Board has increased the frequency of ESG discussions at its meetings and the Corporate Governance & Nominating Committee has added oversight responsibility for ESG matters to its charter. In this capacity, the Committee has general oversight authority for our overall ESG strategy, but specific topics continue to be overseen by other committees as appropriate, including cybersecurity oversight by the Audit Committee and human capital management review by the Organization & Compensation Committee. The role of the Board and Committees is discussed in more detail above.

We also launched our inaugural ESG Report in June 2021. The report is designed to provide better transparency regarding our ESG efforts, and it can be found on our public website at https://www.coopercos.com/esg-report-2020/. We encourage you to read the report for information regarding our ESG initiatives, activities in furtherance of our commitment to the United Nations Sustainable Development Goals, diversity and inclusion efforts and human capital management, and commitments to data privacy and security.

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Highlights from the report include:

In addition to our ESG Report, additional information regarding our corporate responsibility initiatives can be found on our website at http://www.coopercos.com/corporate-responsibility.

Although we encourage our stockholders to review the information in our ESG Report and on our website, the contents of the report and website are not deemed filed with the SEC and are not incorporated by reference into any filing by Cooper under the Exchange Act, including this Proxy Statement.

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 45). The Principles are available in their entirety on our website at http://investor.coopercos.com/corporate-governance.

Code of Conduct

Our updated Code of Conduct was adopted in June 2021 and supersedes and replaces our former Ethics & Business Conduct Policy. We designed the Code of Conduct (the “Code”) to reflect current best practices, enhance and expand on the Company’s understanding of ethical business practices, elaborate on certain topics such as human rights, diversity, inclusion, and equality, and promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities.

We have designed the Code to provide guidance regarding compliance with laws, regulations, and Company policies and we regularly communicate with employees regarding the Code to ensure familiarity and awareness. The Code applies to all of our employees, executive officers, and non-employee directors, including our Chief Executive Officer and Chief Financial Officer, and we require that employees annually certify their agreement to abide by the policy.

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The Code provides guidance for employees on multiple topics, including: (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, and health and safety. We have also added content regarding preventing fraud and money laundering, use of social media, promoting human rights, diversity and equity, and our commitment to environmental and social initiatives. Employees are encouraged to report any conduct that they believe in good faith to be an actual or apparent violation of the Code.

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

Amendments to the Code, and any waivers from the Code 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, and adoption of the new Code did not result in any explicit or implicit waiver of any provision of the Ethics & Business Conduct Policy that was in effect prior to the adoption of the Code.

Stock Trading Policy: Hedging & Pledging

We have implemented a Stock Trading Policy that applies to 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.

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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:

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 2021 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.

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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.

The Audit Committee also monitors our cybersecurity programs and receives periodic updates from management on all matters related to cybersecurity, including cybersecurity incidents, systems security reviews, and risk mitigation. The Committee reports out to the full Board.

Management is responsible for our internal controls and financial reporting processes. 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 our independent registered public accounting firm, is responsible for performing an independent audit of the Company’s consolidated financial statements, as well as our internal controls over financial reporting, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report. 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 2021 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, 2021 with management and KPMG, and management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with United States generally accepted accounting principles (GAAP). The Audit Committee discussed with KPMG the

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matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard No. 1301 “Communication with Audit Committees.”

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 2021 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, 2021 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, 2021 for filing with the SEC.

THE AUDIT COMMITTEE

Teresa S. Madden (Chair)

Jody S. Lindell (Former Chair)

Maria Rivas, M.D.

Gary S. Petersmeyer

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EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is information regarding our executive officers who are not also directors, as of February 1, 2022.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program and the compensation decisions made by the Organization & Compensation Committee (“OCC”) with regard to compensation of our CEO, CFO and our three other most highly compensated executive officers serving as of October 31, 2021 (collectively, our named executive officers, or NEOs) in the following roles:

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Fiscal 2021 Performance - The Year in Review

Fiscal 2021 was a very strong year for Cooper despite the ongoing impacts of the COVID-19 pandemic. We were able to gain market share and deliver strong results, starting in the first quarter and continuing through the year, with both our CooperVision and CooperSurgical businesses posting robust recoveries as medical professional offices reopened. There was ongoing impact from the continuing pandemic and related restrictions, that affected our business globally, but overall we had a very successful year that consistently beat expectations and delivered record revenues, cash flow, and earnings per share.

2021 Financial Highlights
		Budget Target		FY2021 Results		Change YoY
Revenue:		$2.717 billion		$2.923 billion		20%
CooperVision:		$2.032 billion		$2.152 billion		17%
CooperSurgical:		$685 million		$770.5 million		31%
Non-GAAP (1) EPS:		$12.10		$13.24		37%
Stock Price (10/29/2021):				$416.92		31%

In addition to a robust recovery from the COVID-19 pandemic and record financial results, we were able to progress a number of key product launches and other initiatives during the 2021 fiscal year, including:

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Throughout fiscal 2021 we maintained our focus on keeping our customers and employees safe and healthy as the COVID-19 pandemic continued. We continued initiatives started in fiscal 2020, including robust health and safety programs within our facilities to ensure employees could complete their responsibilities safely, and supported our customers by offering online training and virtual meetings.

Although the COVID-19 pandemic continues to impact our return to normal business practices, we are proud of the successes achieved during the 2021 fiscal year and the momentum we are carrying into fiscal 2022. The OCC took these efforts, and the resulting achievements, into consideration with regard to executive compensation decisions for both fiscal 2021 and fiscal 2022.

Fiscal 2021 Compensation Highlights

Our Fiscal 2021 executive compensation program was designed to support our compensation objectives and reinforce our strong pay-for-performance culture. During fiscal 2021, we maintained an emphasis on performance-based compensation through financial goals in our 2021 Incentive Payment Plan (“IPP”) and use of

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long-term, performance-based equity granted as a combination of performance share awards and time-vested stock options and restricted stock units.

In light of the ongoing pandemic and its impact on our business, the OCC elected to hold salaries flat for fiscal 2021. Instead, modest adjustments to target bonus and equity grant value were provided to the NEOs. These increases recognize the achievements of the NEOs in leading the company through a complicated and difficult year while tying increased compensation to continued performance and achievement of goals for recovery in fiscal 2021.

Messrs. Andrews and Ricupati also received special, one-time equity grants of time-vested RSUs during the 2021 fiscal year. These grants were designed to encourage retention and will vest in equal portions in the third and fourth years after the date of grant, rather than our usual structure of annual vesting starting on the first anniversary.

In the 2021 fiscal year, approximately 91% of Mr. White’s target total direct compensation was tied to financial and stockholder return outcomes. His equity awards were 100% performance-based, including stock options, with 50% in the form of performance share awards vesting based on financial gains over a three year period. Approximately 81% of our other NEO’s target total direct compensation (on average) was tied to financial and stockholder return outcomes.

* “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 2021 Incentive Payout Plan (“IPP”) Result

The 2021 Incentive Payment Plan (“2021 IPP”) followed the design of prior year plans, with 75% of target bonuses dependent on achievement of quantitative financial metrics. As noted above, we ended the year with robust results well in excess of the goals we set at the beginning of the year, resulting in total potential payout under the 2021 IPP ranging from 161% to 170% of target, when including the discretionary component earned at 100% of target. This outcome included revenue performance that exceeded the level required for maximum payout on the quantitative portion of the bonus.

In considering these potential bonus payments under the 2021 IPP, the OCC evaluated our performance against budgeted goals in the context of our overall company results as well as the general uncertainty we faced

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throughout the year due to ongoing impact of the COVID-19 pandemic. Based on this assessment, the OCC determined to exercise negative discretion in finalizing the fiscal year 2021 IPP results and approved funding equal to a total of 130% of target for each of Cooper, CooperVision and CooperSurgical.

In making this determination, the OCC considered our performance in the context of the financial goals established for fiscal 2021, which accounted for a range of outcomes regarding the potential impact of COVID-19 during the year. In evaluating our performance at the end of the year, the OCC determined that the actual impact of COVID-19 was more modest than our 2021 IPP goals assumed. The OCC also considered our strong performance during the year, including 20% and 31% growth in revenue and non-GAAP EPS, respectively. With this context, the OCC determined that 130% of target payout would be an appropriate reflection of our strong financial performance relative to our 2021 IPP goals, effective execution by our leadership team in navigating through a highly uncertain and challenging environment, and the outcome of the year after accounting for the actual impact of COVID-19 on our operations.

These adjustments were considered to reduce the quantitative portion of awards as calculated. The discretionary component of the IPP, which is not tied to quantitative criteria and was weighted at 25% of target awards, was considered paid at 100% of target. The OCC noted that the performance of the NEOs during the year warranted the full discretionary payment and the adjustments should not be considered a reflection on individual performance. Target payments, achievement as calculated, and adjusted payouts are presented in more detail below in the discussion of annual cash incentives.

Response to 2021 Say-on-Pay Vote

The OCC considered 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 for the 2021 fiscal year.

In particular, with support from Compensia, the OCC considered the effectiveness of stock options at supporting our compensation objectives over time. Following this review, the OCC determined it would be appropriate to reintroduce the use of performance share awards in our NEO compensation. Therefore, 50% of the long-term incentive value awarded to our NEOs in fiscal 2021 was 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-vested equity awards. This decision reflects the OCC’s commitment to pay-for-performance and a balance between our historical emphasis on time-vested equity awards and stockholder expectations for multi-year performance-based equity awards. The combination of time-vesting equity awards and three-year performance-based RSUs creates strong alignment between the compensation realized by our NEOs and our long-term stockholder returns.

We noted the intention to make this change to grant practices in our Proxy Statement filed in February 2021, and at our 2021 Annual Meeting of Stockholders, approximately 89% of the votes cast on our Say-on-Pay proposal were voted in favor of the compensation program for our NEOs. The OCC takes this as an indication of support for the change to our NEO compensation.

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Compensation Governance

The 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.

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 consultant, 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 consultant, 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.

Compensation Recovery Policy (“Clawbacks”)

As part of the OCC’s “pay for performance” philosophy, the OCC has adopted a policy for the recovery of incentive based compensation in the event of misconduct by our NEOs. Under the policy, in the event we are required to prepare an accounting restatement to correct an error that is material to previously issued financial statements, the Company may recover compensation granted or earned in connection with our incentive payment plans, equity compensation, or other incentive compensation plans in the three fiscal years prior to the recoverable event. The policy is generally administered by the OCC and applies to all executive officers, including the NEOs.

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Use of Compensation Consultants

In fiscal 2021, the OCC retained 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.

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. 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 2021, 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 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.

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Our compensation peer group for fiscal 2021 was comprised of the following companies:

This group is the same as used for fiscal 2020 compensation consideration with no changes.

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 2021, 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.

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Executive Compensation

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

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 2021, the annualized base salaries for our NEOs were as follows:

Annual Cash Incentives – 2021 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.

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

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:

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 2021 IPP were based on our annual operating budget, as approved by our Board of Directors at the beginning of fiscal 2021. Achievement for Messrs. White, Andrews, and Ricupati were based on overall Revenue and Non-GAAP EPS, adjusted for currency fluctuations. Achievement for Mr. McBride and Ms. Sheffield 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 2021 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 2021 IPP were as follows.

IPP Achievement Required to Attain Payout ⁽¹⁾

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Adjustments to Quantitative Achievement Component

The 2021 IPP provides for adjustment to quantitative financial performance targets for acquisitions and/or divestitures and other items during the fiscal year as determined by the Board. In making such 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 2021 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 2021.

Discretionary Performance Component

As discussed above, the 2021 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 2021 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.

2021 IPP Results

As described above, in December 2021, we confirmed that our performance against the financial goals of the 2021 IPP significantly exceeded the target achievement set under the plan. As shown below, we ended the year with robust results well in excess of the goals we set at the beginning of the year. Total potential

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payout under the 2021 IPP ranged from 161% to 170% of target, when including the discretionary component earned at 100% of target.

Following the end of fiscal 2021, the OCC evaluated our performance against budgeted goals in the context of our overall company results as well as the general uncertainty we faced throughout the year due to ongoing impact of the COVID-19 pandemic. As described above, the OCC exercised negative discretion and approved funding equal to 130% of target, reduced from calculated results. In making this determination, the OCC considered the actual impact of COVID-19 in the context of our results in fiscal 2020 and expectations at the time goals were established in early 2021, as well as the historical context of adjusting the earned IPP in fiscal 2020 due to the unanticipated impact of COVID-19. The OCC considered a 130% payout for fiscal 2021, following a 75% of target payout in fiscal 2020, a balanced outcome recognizing our strong performance as a company throughout the COVID-19 pandemic, including strong stockholder return and effective execution by our leadership team in navigating through a highly uncertain and challenging environment.

These adjustments were considered to reduce the quantitative portion of awards as calculated. The discretionary component of the IPP, which is not tied to quantitative criteria and was weighted at 25% of target awards, was considered paid at 100% of target. The OCC noted that the performance of the NEOs during the year warranted the full discretionary payment and the adjustments should not be considered a reflection on individual performance. Target payments, achievement as calculated, and adjusted payouts are presented in more detail below in the discussion of annual cash incentives.

A full discussion of our financial results can be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the fiscal year ended October 31, 2021. For a reconciliation between reported GAAP and non-GAAP measures, see the “Reconciliation of Non-GAAP Financial Measures” section of this Proxy Statement.

Named Executive Officer Awards Under the 2021 IPP

Based on the above determination regarding appropriate funding of annual incentives for fiscal 2021, the OCC approved the following awards for each NEO:

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Achievement by Division

(Basis of Awards Paid to NEOs)

Corporate:

CooperVision:

CooperSurgical:

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Long-Term Incentive Compensation

For fiscal 2021, the OCC used a combination of time-vested and performance based equity awards to deliver long-term incentive compensation to our NEOs. 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.

In setting award levels, the OCC considered competitive market practices, management recommendations, and a competitive market analysis provided by Compensia. 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.

The OCC sets the value of and type of awards granted to our NEOs based on an assessment of the value and type 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 shares underlying individual awards is determined based on the stock price on the date of grant and the accounting assumptions in accordance with ASC 718. For fiscal 2021, stock options were valued at approximately 24% of the stock price on the date of grant.

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Time-Vested Stock Options and Restricted Stock Units

Time-vested equity awards granted to our executive officers, including our NEOs, are made in the form of stock options and/or restricted stock units. 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.

Before the date of grant, each executive officer, including the NEOs, can choose to receive their time-vested 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.

In addition to the annual grants made at the beginning of fiscal 2021, both Messrs. Andrews and Ricupati received additional grants in the year. These grants were made in the form of RSUs which will vest in equal portions on the third and fourth anniversaries of the date of grant. These grants were approved with consideration given to the market positioning of total compensation for both executives as well as an objective of supporting long-term retention.

Performance Share Awards

In 2021, our NEOs, other than Mr. Ricupati, received 50% of their total equity grant value in the form of performance based equity awards. These awards require achievement of pre-established increases in non-GAAP EPS over a three-year performance period and are designed to reflect the direct influence of our NEOs on our long-term financial performance. The OCC has selected growth in compounded, adjusted EPS calculated on a constant currency basis over a three-year period as the performance measure for these awards due to its belief that this measure provides a strong link to stockholder returns. Shares can be earned on a sliding scale between 50% and 200% of target, assuming threshold achievement is met.

In setting targets for performance share awards, the OCC considers our ongoing performance and the level of achievement under prior performance share awards. Target levels are set to require significantly challenging, but attainable, levels of growth. The OCC reviews these target achievement levels with Compensia to ensure that they are reasonable and appropriate. The OCC also considers the objectives for long-term growth set by our Board of Directors, the Company’s historical achievements, and the OCC’s goals for executive compensation. The amount of these performance share awards was determined based on their target accounting value. In setting award levels, the OCC considered competitive market practices and the recommendations provided by Compensia.

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