COOPER INC (COO)
Sector: Health Care
2026 Annual Meeting Analysis
COOPER INC · Meeting: April 7, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Independent director since 2016 with strong Fortune 50 executive background; COO's 3-year return of -14.7% outperforms the peer group median of -22.0% by +7.3 percentage points, so the TSR trigger does not apply; no overboarding (2 public boards), attendance was satisfactory, and no independence concerns.
Joined the board in May 2025, well within the 24-month new-director exemption from the TSR trigger; brings nearly 40 years of audit expertise including as a KPMG partner, providing strong financial oversight credentials for her Audit Committee role.
Independent director since 2023; currently holds 2 active public board seats (COO, Elanco, and Lamb Weston — 3 total including COO, which is within the 4-board limit); TSR trigger does not apply given COO's outperformance vs. the peer median over 3 years; brings CEO-level operational and strategic experience.
Independent director since 2022; no public board seats outside COO disclosed (only private boards); TSR trigger does not apply; brings deep CFO and healthcare/medical device board expertise relevant to COO's business.
Independent director since 2020 serving as Audit Committee chair; holds 1 other public board seat (Enbridge), well within limits; TSR trigger does not apply; her active CPA license and Fortune 300 CFO background make her well-qualified as audit committee chair.
Independent director since 2021; no current public board seats disclosed outside COO; TSR trigger does not apply; her physician-executive background spanning multiple global pharmaceutical and medical device companies provides valuable clinical and regulatory perspective.
Joined the board on January 3, 2026, well within the 24-month new-director exemption from the TSR trigger; holds 1 other public board seat (Varex Imaging); brings 25 years as a medical device CEO with a strong performance track record at STERIS, and was appointed pursuant to a letter agreement with activist investor Browning West.
Long-tenured director since 1996 and former CEO who built significant shareholder value during his tenure; no current public board seats outside COO; TSR trigger does not apply because COO's 3-year return outperforms the peer median by +7.3 percentage points; his deep institutional knowledge of COO's contact lens and women's health businesses remains relevant.
CEO and director since 2018; holds 1 outside public board seat (Evolus), within the 1-outside-board limit for sitting CEOs; TSR trigger does not apply given COO's outperformance vs. peer median over 3 years; his deep operational knowledge of the business makes his board service appropriate.
All nine director nominees receive a FOR recommendation. COO's 3-year stock return of -14.7%, while negative in absolute terms, outperforms the company-disclosed peer group median of -22.0% by +7.3 percentage points, which is below the 20 percentage-point threshold required to trigger a No vote for directors with negative absolute TSR. No directors are overboarded, no independence concerns were identified, all directors met the 75% attendance threshold, and no familial relationships with senior management were disclosed. Walter Rosebrough and Barbara Carbone both joined within the past 24 months and are exempt from the TSR trigger under policy.
Say on Pay
✓ FORCEO
Albert G. White III
Total Comp
$16,051,141
Prior Support
90%%
The CEO's total compensation of approximately $16.1 million is within a reasonable range for a CEO of a $14 billion global medical device company in the healthcare sector, and the program structure is strong: roughly 93% of the CEO's target pay is variable and tied to financial results or stock price outcomes, which comfortably exceeds the 50-60% minimum variable pay threshold in our policy. The annual bonus plan uses multiple concrete financial metrics (revenue, non-GAAP earnings per share, and free cash flow) with pre-set targets, and the long-term performance stock awards use a multi-year earnings growth measure with a relative stock return component being added for fiscal 2026. On the pay-for-performance alignment check, while the stock has declined in absolute terms, COO has outperformed its disclosed peer group median over 3 years, and the performance stock awards from fiscal 2023 earned out at the maximum level reflecting genuine earnings achievement. The prior year Say on Pay vote received approximately 90% support, the company has a meaningful clawback policy, and no material red flags were identified in the compensation structure.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
44 yrs
Audit Fees
$7,199,350
Non-Audit Fees
$3,435
KPMG has served as CooperCompanies' auditor since 1982, a relationship of approximately 44 years — well above the 25-year threshold in our policy that raises concerns about whether the auditor can remain truly independent after such a long working relationship with the same management team. The non-audit fee ratio is negligible (less than 0.1% of audit fees), so there is no independence concern on that front. However, the proxy does not provide a specific and compelling rationale for continuing with an auditor of this tenure, such as a concrete multi-year rotation plan or exceptional audit quality disclosure that would justify an exception to the tenure trigger. Shareholders should be aware that an auditor relationship spanning more than four decades, with no stated plan to rotate firms, is a meaningful governance concern regardless of the auditor's quality.
Overall Assessment
The 2026 CooperCompanies annual meeting presents three proposals: director elections, auditor ratification, and an advisory Say on Pay vote. We recommend FOR on all nine director nominees and the Say on Pay vote, but AGAINST ratification of KPMG due to an auditor tenure of approximately 44 years that materially exceeds our 25-year threshold without a compelling rotation plan disclosed in the proxy.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing