Albert White III

About Albert White III

Albert G. “Al” White III is President & Chief Executive Officer of CooperCompanies and has served on the Board since May 2018; he is 55 and holds a BS in Finance and an MBA from Virginia Tech . Under his tenure in FY2024, CooperCompanies delivered revenue of $3.895B (+8% YoY; +9% constant currency), non-GAAP EPS of $3.69, operating margin improved to 18% GAAP and 25% non-GAAP, and total stockholder return of 34.31% for the year . Compensation is heavily performance-based: ~92% of his FY2024 target total direct compensation was tied to financial and TSR outcomes, with 50% of equity value in PSUs linked to 3-year constant-currency EPS CAGR .

Past Roles

Organization	Role	Years	Strategic Impact
CooperCompanies	President & CEO; Director	May 2018–present	Direct leadership of strategy and operations; Board representation
CooperCompanies	Chief Financial Officer	Nov 2016–May 2018	Led finance; positioned company for subsequent growth
CooperCompanies	Executive Vice President	Dec 2015–May 2018	Senior leadership across strategy and execution
CooperCompanies	Chief Strategy Officer	Jul 2011–Dec 2015	Corporate strategy development and M&A
Cooper Medical Inc. (CooperCompanies subsidiary)	CEO; led women’s health business	Aug 2015–May 2018	Built CooperSurgical footprint; portfolio growth
CooperCompanies	VP, Investor Relations	Nov 2007–Mar 2013	Capital markets and investor messaging
CooperCompanies	VP & Treasurer	Apr 2006–Dec 2012	Corporate treasury and capital structure
KeyBanc Capital Markets / KeyBank National Association	Director; prior banking roles	~1998–2006	Corporate and investment banking leadership

External Roles

Organization	Role	Years	Strategic Impact
Evolus Inc.	Director	Current	External public board experience; insights into aesthetics market

Fixed Compensation

Component	FY2024	FY2023	Notes
Base Salary ($)	$1,200,000	$1,080,000	11.1% increase to align with peer medians
Target Bonus (% of Base)	125%	125%	IPP-based: 75% financial metrics, 25% non-financial
Target Bonus ($)	$1,391,667	$1,317,708	Based on base salary and participation level

Performance Compensation

Annual Incentive (IPP) – FY2024 Structure and Outcome

Metric	Weight	Target	Actual	Weighted Achievement
Revenue (constant currency)	50%	$3,943.7M	$3,932.2M (99.7%)	48.5% (97.1%)
Non-GAAP EPS (constant currency)	25%	$3.62	$3.81 (105.5%)	38.8% (155.1%)
Total Financial Component	75%	—	—	87.3% (116.4%)
Non-Financial Goals	25%	Operational, Organizational, Business goals	OCC-set 140% achievement	35.0% contribution

FY2024 Bonus Paid: $1,702,008 (122.3% of target; 152.9% of base salary) .
Threshold/Max ranges: 50%–200% for each financial metric (rev, EPS); non-financial capped at 200% .

Long-Term Incentives – FY2024 Grants and Vesting

Award Type	Target Grant Value ($)	Shares Granted	Vesting / Performance	Notes
RSUs	$6,240,000	73,356	Time-vest; 25% each on Jan 8, 2025/26/27/28	Retention and alignment
PSUs	$6,240,000	73,356 (target)	3-year performance period; vests post FY2026 on OCC certification; 50%–200% payout scale	Metric: 3-year non-GAAP EPS CAGR (constant currency)

Achievement of prior PSU cycle (FY2022 grant cycle ended FY2024):

Certified achievement: 185% of target; earned shares for White: 84,264, vesting Feb 1, 2025 (subject to continued service) .

Option Activity and Realization

Activity (FY2024)	Shares	Value Realized ($)
Options exercised by White	114,992	$7,670,227

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	1,810,127 shares as of Jan 15, 2025
% of Shares Outstanding	~0.90% (1,810,127 / 199,956,879 shares at record date)
Options Exercisable/within 60 days	1,551,636 shares via options exercisable or becoming exercisable within 60 days
Unvested RSUs (FY2024 grant)	73,356 (market value $7,678,906 at $104.68 close on Oct 31, 2024)
Earned PSUs (FY2022 cycle)	84,264 (market value $8,820,756 at $104.68 close)
In-flight PSUs (FY2023 at target)	64,092 (market value $6,709,151 at $104.68 close)
In-flight PSUs (FY2024 at target)	73,356 (market value $7,678,906 at $104.68 close)
Stock Ownership Guidelines	CEO must hold 5x base salary; must retain 75% of shares acquired until compliance achieved; all NEOs compliant as of Oct 31, 2024
Hedging/Pledging Policy	Hedging prohibited; pledging permitted only with prior notice and Company approval

Note: Proxy does not disclose any pledged shares for White; related-party transactions requiring disclosure: none in FY2024 .

Employment Terms

Agreement type: Employment agreement with severance and double-trigger change-in-control protections; clawback policy compliant with Nasdaq standards (Oct 2023) .
Definitions: Cause, Good Reason, Change in Control, Disability as per agreement .

Severance and Change-in-Control Economics (Hypothetical as of Oct 31, 2024)

Scenario	Cash Payment ($)	Accelerated Options ($)	Accelerated RSUs/PSUs ($)	Benefits Continuation ($)
Termination Without Cause or Good Reason	3,640,000	6,015,220	15,316,778	106,238
Double-Trigger: CIC + Termination	4,760,000	7,153,545	26,834,927 (PSUs at target if not specified otherwise)	159,357
Death/Disability	1,400,000 (prorated IPP)	4,716,818	6,687,796	800,000 life insurance

Key terms:

Without Cause/Good Reason: 24 months base salary (White), target annual bonus, COBRA reimbursement up to 24 months; acceleration of time-vested awards that would vest within 24 months; 1-year post-termination option exercise .
Change-in-control: 36 months base salary, target bonus, COBRA reimbursement up to 36 months; acceleration of all awards (PSUs at target unless otherwise specified); 1-year option exercise window .
280G “best-pay” cutback (no gross-ups) .

Board Governance

Board role: Director since 2018; not independent (CEO) .
Board leadership: Separate Chair and CEO; independent Lead Director in place; all committees comprised solely of independent directors .
Committee service: White is not listed on any Board committees .
Attendance: Each director attended at least 75% of Board and committee meetings in FY2024; non-employee directors hold executive sessions regularly .
Director compensation: Employee directors receive no additional director pay .

Performance & Track Record

FY2024 results: Revenue $3.895B (+8% YoY; +9% constant currency), GAAP EPS $1.96, non-GAAP EPS $3.69, GAAP operating margin 18% (non-GAAP 25%), cash from operations $709.3M, capex $421.2M, FCF $288.1M .
FY2024 TSR: 34.31% .
FY2023 stock price at year-end: $311.75 (+14%) .
Business execution: CooperVision #1 by wearers and #2 by revenue share; CooperSurgical expanded via acquisitions (Cook Medical assets, obp Surgical, Zymot) and product launches .

Compensation Peer Group & Say-on-Pay

FY2024 peer group (unchanged vs FY2023): Agilent, Align, Bausch + Lomb, Bio-Rad, Charles River, DENTSPLY, DexCom, Edwards Lifesciences, Hologic, Illumina, Masimo, ResMed, Revvity, STERIS, Teleflex, Waters, Zimmer Biomet .
Selection criteria: Healthcare equipment/supplies/tools peers, revenue $1.7–$6.8B, market cap $5.7–$56.9B, business model comparability .
Say-on-Pay: ~90% approval at 2024 annual meeting; OCC viewed as support for pay program .

Risk Indicators & Red Flags

Clawback policy: Updated Oct 2023 to comply with Nasdaq listing standards .
Hedging prohibited; pledging allowed only with prior approval .
No tax gross-ups for change-in-control payments; no repricing of long-term incentives without shareholder approval .
Related-party transactions: None requiring disclosure in FY2024 .
CEO Pay Ratio: 394:1 for FY2024 .

Summary Compensation (Multi-Year)

Year	Salary ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive ($)	Change in Pension Value ($)	All Other ($)	Total ($)
2024	1,127,692	12,480,056	—	1,702,008	101,721	16,154	15,427,631
2023	1,054,167	5,284,866	5,284,986	1,838,203	12,647	16,054	13,490,923
2022	925,000	4,625,058	4,625,156	1,544,750	—	16,000	11,735,964

Equity Award Holdings (Selected)

Category	Shares/Value
Exercisable options (examples)	156,484 @ $57.42 (exp. 12/12/2027); 137,916 @ $57.52 (exp. 5/1/2028); 362,368 @ $63.69 (exp. 12/11/2028)
Unexercisable options (examples)	87,452 @ $76.14 (exp. 12/10/2029); 50,544 @ $86.44 (exp. 12/8/2030); 101,988 @ $101.54 (exp. 12/7/2031); 153,676 @ $82.46 (exp. 12/13/2032)
Unvested RSUs (FY2024 grant)	73,356 (market value $7,678,906 at $104.68)
Earned PSUs (FY2022 cycle)	84,264 (market value $8,820,756 at $104.68)
In-flight PSUs (FY2023/FY2024 target)	64,092; 73,356 (market values $6,709,151; $7,678,906 at $104.68)

Board Service History and Dual-Role Implications

White serves as CEO and director; he is not Board Chair, and there is a separate independent Chairman and a designated Lead Independent Director, mitigating CEO/Chair dual-role concerns and supporting independent oversight .
Committee roles: White does not sit on Audit, Compensation, or Governance committees; all committees are fully independent, enhancing checks and balances around CEO compensation and governance .
Independence: Board confirms all directors other than the CEO are independent under SEC/Nasdaq standards; executive sessions are held regularly without management .

Investment Implications

Strong pay-for-performance alignment: 92% of White’s FY2024 target pay is performance-based, with 50% of LTI in three-year PSUs tied to constant-currency EPS CAGR; FY2024 financial overachievement on EPS drove above-target bonus, while revenue was slightly below target on a constant-currency basis .
Retention risk appears contained: material unvested RSUs/PSUs and large in-the-money option holdings, plus robust double-trigger CIC protections and 24–36 month severance structures, suggest retention incentives are strong but increase potential CIC payout overhang .
Insider selling pressure: significant option exercises in FY2024 ($7.67M realized) warrant monitoring of Form 4 trends, though hedging is prohibited and pledging requires approval; no pledging disclosures or related-party transactions noted .
Governance quality: separated Chair/CEO, fully independent committees, clawback in place, no tax gross-ups, and sustained Say-on-Pay support (~90%) reduce governance and compensation risk .
Performance track record: FY2024 TSR of 34.31%, EPS strength, and multi-year market share gains across CooperVision and CooperSurgical indicate credible execution, with PSUs paying out at 185% for the 2022 cycle—a positive signal on long-term value creation .