Agostino Ricupati

About Agostino Ricupati

Agostino “Tino” Ricupati is Senior Vice President & Chief Accounting Officer (Principal Accounting Officer) of The Cooper Companies, serving as CAO since October 2017 and SVP, Finance & Tax since July 2017; he previously was VP, Tax from July 2013–July 2017. He holds a master’s degree from DePaul University and is a Certified Public Accountant; age 58 as disclosed. FY2024 company performance included revenue of $3.90B (+8% YoY), non-GAAP operating margin of 25% (vs 24% in FY2023), free cash flow of $288.1M, and TSR of 34.31%, which drive the incentive framework for executives. He signs periodic reports as Principal Accounting Officer and is part of management’s remediation of an IT general controls material weakness in CooperSurgical’s ERP environment noted in FY2024/Q3 FY2025.

Past Roles

Organization	Role	Years	Strategic impact
The Cooper Companies	Senior Vice President, Finance & Tax; Chief Accounting Officer	SVP since Jul 2017; CAO since Oct 2017	Principal Accounting Officer; signs 10‑Q/10‑K certifications and leads external reporting and control environment; involved in remediation of ITGC material weakness at CooperSurgical ERP.
The Cooper Companies	Vice President, Tax	Jul 2013 – Jul 2017	Led corporate tax strategy and compliance during period of company growth and acquisitions.
Intel Corporation	International Tax Director	2010 – 2013	Led international tax for a global technology enterprise; informs cross‑border tax planning and compliance at COO.

External Roles

No public company directorships disclosed for Mr. Ricupati in the company’s proxy statement.

Fixed Compensation

Not individually disclosed; Mr. Ricupati is not a Named Executive Officer (NEO) in the FY2024 Summary Compensation Table. Executive officers participate in company-wide programs (base salary plus annual incentive) per policy, but specific salary/bonus targets for Mr. Ricupati are not provided.

Performance Compensation

Annual Incentive Plan (IPP) structure and FY2024 achievement (applies to NEOs; design elements generally inform executive officer incentives company‑wide):

Component	Weighting	Target/Threshold/Max	FY2024 Achievement basis	FY2024 Weighted achievement
Revenue (constant currency)	50%	95% / 100% / 105% of budget	$3,932.2M vs $3,943.7M target (99.7%)	48.5% (97.1%)
Non‑GAAP EPS (constant currency)	25%	90% / 100% / 110%	$3.81 vs $3.62 target (105.5%)	38.8% (155.1%)
Non‑financial goals (operational/organizational/business)	25%	Capped at 200%	OCC assessed above target	35.0% (140%)

Time‑vested equity: Executive time‑based awards (for NEOs) vest ratably over four years (example: 2024 RSUs vest on Jan 8 of 2025/2026/2027/2028).
Performance‑based equity (PSUs): 3‑year performance period, payout 50–200% of target based on compounded non‑GAAP EPS growth (constant currency). 2022 PSU cycle certified at 185% payout.

Equity Ownership & Alignment

Stock ownership guidelines for executive officers (other than CEO): 2x base salary; must hold 50% of after‑tax shares from awards until in compliance; no fixed deadline to comply. As of Oct 31, 2024, all NEOs were in compliance (company did not disclose compliance for non‑NEO executive officers).
Hedging/derivative transactions prohibited; pledging permitted only with prior notice and approval (potential alignment risk mitigated by approval process).
Clawback policy amended in Oct 2023 to comply with Nasdaq listing standards; recover incentive compensation for 3 fiscal years prior to a required restatement.
Section 16 compliance: one Form 4 for Mr. Ricupati (RSU vest/withholding) was inadvertently filed late (administrative process flag, not misconduct).

Employment Terms

Company practices include “double‑trigger” change‑in‑control requirements and no tax gross‑ups for NEOs; employment agreements and quantified severance terms (e.g., 36 months base salary for NEOs upon qualifying CoC termination, target bonus, full equity acceleration) are disclosed for NEOs only; no individual agreement terms for Mr. Ricupati are disclosed.
Stock trading policy: trading only in designated windows; hedging prohibited; pledging allowed with Company approval.

Performance & Track Record (context for incentive alignment)

Measure	FY2024 Outcome
Total Revenue	$3.90B (+8% YoY; +9% CC; +8% organic)
Non‑GAAP Operating Margin	25% (vs 24% FY2023)
Free Cash Flow	$288.1M (CFO $709.3M less capex $421.2M)
TSR	34.31% for FY2024

Additional finance/control themes relevant to CAO:

IT general controls material weakness at CooperSurgical’s ERP implementation (change management, user access, segregation of duties); remediation in progress under Audit Committee oversight; CEO/CFO concluded disclosure controls not effective as of July 31, 2025. Mr. Ricupati signs as PAO on 10‑Qs.

Risk Indicators & Red Flags

Controls: Material weakness in IT general controls (CooperSurgical ERP) persisted into Q3 FY2025; remediation underway (execution risk for finance organization).
Section 16: One late Form 4 for Mr. Ricupati (administrative timing).
Hedging/Pledging: Hedging prohibited; pledging allowed with approval (monitor for any pledges if disclosed later).

Compensation Peer Group and Say‑on‑Pay (governance context)

Peer group (unchanged FY2024): Agilent, Align, Bausch + Lomb, Bio‑Rad, Charles River, DENTSPLY SIRONA, DexCom, Edwards Lifesciences, Hologic, Illumina, Masimo, ResMed, Revvity, STERIS, Teleflex, Waters, Zimmer Biomet.
Say‑on‑Pay support: ~90% support in 2024; at the April 2, 2025 meeting, votes were 162,444,656 For; 16,152,404 Against; 1,728,229 Abstain.

Investment Implications

Alignment: Executive framework emphasizes pay-at-risk (annual IPP plus PSUs tied to 3‑year EPS growth), stock ownership guidelines, and clawback; hedging banned. These are supportive of shareholder alignment, although pledging is allowed with approval.
Execution risk: The ITGC material weakness in CooperSurgical’s ERP elevates near‑term control risk; remediation progress should be monitored alongside the CAO’s certification role.
Data gaps: Mr. Ricupati is not an NEO; individual salary, target bonus, and award sizes are not disclosed—investors should watch for any future 8‑K 5.02 updates or Form 4 trends to assess selling pressure and retention dynamics.