Barbara Carbone
COOPER COMPANIESAbout Barbara Carbone
Barbara Carbone was appointed as an independent director of CooperCompanies effective May 1, 2025, and concurrently joined the Audit Committee of the Board . She brings nearly four decades of audit and governance experience, primarily at KPMG LLP, including 24+ years as an Audit Partner, service as Chair of the KPMG Partnership Audit Committee, and National Partner in Charge for Human Resources; she holds a B.S. in Business Administration (Accountancy) from California State University, Sacramento . As of her Form 3 filing on May 5, 2025, she reported no beneficial ownership of CooperCompanies securities .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 24+ years (part of 1981–2019 career) | Served 6 years on KPMG Partnership Audit Committee, including 3 years as Chair; National Partner in Charge for HR (performance management, compensation, training) |
| KPMG LLP | Retired Partners Council | 2019–2022 | Council member |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| TrueCar, Inc. | Chairperson, Board of Directors | Current (as of Apr 30, 2025) | Public company; leadership and governance oversight |
| Limoneira Company | Director | Current | Public company board member |
| Bob’s Discount Furniture | Director | Current | Private company board member |
Board Governance
- Committee assignments: Appointed to CooperCompanies’ Audit Committee upon joining the Board .
- Independence: Determined independent under Nasdaq; no arrangements/understandings for selection; no related-party transactions requiring disclosure under Item 404(a) .
- Board structure and oversight: Separate Chair and CEO; Lead Independent Director; Board active in risk oversight, with Audit Committee overseeing ERM, treasury/investments, related party policy, and cybersecurity .
- Controls environment: Management disclosed a material weakness in IT general controls (ERP change management, user access/segregation) for CooperSurgical as of Q2 FY2025; remediation underway under Audit Committee oversight .
- Meetings/attendance baseline: Board met six times in FY2024; each then-serving director attended ≥75% of meetings; executive sessions held regularly (context for expected engagement standards) .
Fixed Compensation
| Component | Amount / Policy | Vesting / Timing | Notes |
|---|---|---|---|
| Annual Cash Retainer – Non-Employee Director | $50,000 | Paid during fiscal year | Chairman $175,000; Lead Director $70,000 |
| Committee Chair Retainer | Audit: $25,000; OCC: $20,000; CGNC: $15,000 | Paid during fiscal year | Applies if serving as chair (Carbone is an Audit Committee member, not chair) |
| Annual Equity Grant – RSUs | $270,000 grant-date value (Lead Director $283,500; Chairman $297,000) | Vests in full on first anniversary | Granted April 1; directors appointed after April 1 receive a prorated grant at appointment based on months of service in first fiscal year |
| New Director Compensation Application | “Consistent with other non-employee directors” | Effective upon appointment | Company stated Ms. Carbone will be compensated per latest proxy program |
Performance Compensation
| Element | Details |
|---|---|
| Director Performance-Based Pay | Not applicable – director pay comprises cash retainers and time-vested RSUs; no performance metrics are used |
Other Directorships & Interlocks
| External Entity | Relationship to CooperCompanies | Potential Interlock / Conflict |
|---|---|---|
| TrueCar (Chair), Limoneira (Director), Bob’s Discount Furniture (Director) | No disclosed business dealings with CooperCompanies | Company disclosed no related-party transactions involving Ms. Carbone; independence affirmed |
Expertise & Qualifications
- Financial reporting and audit: 24+ years as KPMG Audit Partner; chaired KPMG Partnership Audit Committee; qualified to support Audit Committee oversight, auditor independence, and control remediation .
- Human capital and compensation processes: National Partner in Charge for HR at KPMG (performance management, compensation strategies, training) – relevant to OCC and broader governance .
- Public board leadership: Chairperson at TrueCar; director at Limoneira; governance breadth across sectors .
Equity Ownership
| Item | Status / Policy | Notes |
|---|---|---|
| Beneficial Ownership at Appointment | 0 shares (Form 3) | Filed May 5, 2025; “No securities are beneficially owned” |
| Stock Ownership Guidelines | Directors must hold shares valued at 5× annual retainer; retain 100% of shares from awards/exercises until guideline met; no fixed compliance period | As of Oct 31, 2024, all then-serving non-employee directors met guidelines; Carbone newly appointed in 2025 (guideline applies prospectively) |
| Hedging / Pledging Policy | Hedging prohibited; pledging permitted only with prior notice and Company approval | Applies to all directors; governance safeguard on alignment and risk |
Insider Trades
| Date | Form | Relationship | Reported Holdings / Change | Notes |
|---|---|---|---|---|
| 05/05/2025 | Form 3 (Initial Statement) | Director | “No securities are beneficially owned” | Filed with address c/o CooperCompanies; signed by attorney-in-fact |
Governance Assessment
- Positives: Strong audit pedigree and HR governance experience augment Board effectiveness, particularly for Audit Committee oversight amid an ongoing IT general controls material weakness; independence affirmed with no related-party transactions; director pay structure balanced (cash + time-vested RSUs) and robust ownership/anti-hedging policies reinforce alignment .
- Watch items / RED FLAGS: The Company’s disclosed material weakness in ITGCs (ERP change management, user access, segregation of duties) persists as of Q2 FY2025; ongoing remediation requires sustained Audit Committee diligence and testing over sufficient periods to conclude effectiveness . Perception risk from prior KPMG affiliation exists while KPMG serves as the Company’s independent auditor; mitigated by Audit Committee’s rigorous annual independence reviews and confirmations from directors/executives regarding KPMG relationships, and the Committee’s conclusion of KPMG independence .
- Board service load: Company guidelines limit directors to no more than two other public boards; Carbone’s disclosed public roles (TrueCar, Limoneira) fit within policy, with Bob’s Discount Furniture noted as a private board .