Brian Andrews

About Brian Andrews

Brian G. Andrews is Executive Vice President, Chief Financial Officer & Treasurer of The Cooper Companies, serving as CFO since December 2020; age 46; B.A. in Economics from Columbia University . Company performance highlights relevant to his tenure include FY2024 pay-versus-performance outcomes with TSR value of $131.30 for a $100 investment (vs. $97.77 in 2023), Net Income of $392.3 million, and Non-GAAP EPS of $3.69 . FY2024 IPP achievement was 99.7% of constant-currency revenue target ($3,932.2 million vs. $3,943.7 million) and 105.5% of Non-GAAP EPS target ($3.81 vs. $3.62), driving above-target bonus payouts . Andrews guided to materially stronger free cash flow with ~$2.0 billion expected over the next three fiscal years, prioritizing debt reduction and buybacks while mitigating tariff impacts via cost discipline .

Past Roles

Organization	Role	Years	Strategic Impact
The Cooper Companies	EVP, CFO & Treasurer	Dec 2020–present	Oversight of capital allocation, FCF conversion, tariff mitigation, margin improvement
The Cooper Companies	SVP, CFO & Treasurer	May 2018–Dec 2020	Advanced finance leadership; treasury and capital markets oversight
CooperSurgical (a division of Cooper)	VP, Global Logistics & Service	Jun 2017–May 2018	Operational logistics; service efficiencies
The Cooper Companies	Treasurer	Jan 2013–Dec 2012 (tenure spans Apr 2006–Dec 2012 as Assistant Treasurer; Treasurer from Jan 2013)	Corporate treasury, liquidity management
The Cooper Companies	Assistant Treasurer	Apr 2006–Dec 2012	Treasury operations, banking relationships

External Roles

Organization	Role	Years	Strategic Impact
KeyBanc Capital Markets	Corporate & Investment Banking roles	2002–2006	Transaction execution, capital markets experience
ING Barings	Corporate & Investment Banking roles	2000–2001	Financing, advisory experience

Fixed Compensation

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	$541,667	$591,667	$650,000
Change in Pension Value ($)	—	$1,635	$72,409
All Other Compensation ($)	$16,000	$16,054	$16,154
Total Fixed Cash ($)	$557,667	$609,356	$738,563

Notes: “All Other Compensation” includes annual automobile allowance ($12,154) and 401(k) match ($4,000) for FY2024 .

Performance Compensation

Annual Cash Incentive (IPP) – FY2024

Item	Weighting	Target	Actual/Achievement	Weighted Achievement	Payout Impact
Company Revenue (constant currency)	50%	$3,943.7m	$3,932.2m; 99.7%	48.5% (97.1%)	Contributes to >100% total achievement
Company Non-GAAP EPS (constant currency)	25%	$3.62	$3.81; 105.5%	38.8% (155.1%)	Above target EPS drove leverage
Total Financial Achievement	75%	—	—	87.3% (116.4%)	—
Non-Financial Goals	25%	—	140%	—	Strategic/operational accomplishments
CFO Participation Level	—	75% of base	—	—	Target bonus $481,250
Actual IPP Bonus Paid (CFO)	—	—	—	—	$588,569; 122.3% of target; 91.7% of base salary

Payment timing: FY2024 IPP awards approved December 10, 2024 .

Equity Incentives – FY2024 Grants

Award Type	Grant Date	Shares (Threshold/Target/Max)	Vesting / Performance	Grant-date Fair Value ($)
PSUs (Non-GAAP EPS growth)	12/12/2023	7,054 / 14,108 / 28,216	3-year performance period ending 10/31/2026; earned shares vest through Payment Date	$1,200,097
RSUs	12/12/2023	14,108	Vests ratably over 4 years beginning 1/8/2025 (then 1/8/2026, 1/8/2027, 1/8/2028)	$1,200,097
Total Stock Awards in SCT	—	—	—	$2,400,194

Additional context: No new stock option grants to NEOs in the relevant timing window; equity awards are on a predetermined annual schedule; grant timing not based on MNPI .

Equity Ownership & Alignment

Item	Value
Beneficial Ownership (1/15/2025)	323,621 shares; <1%
Ownership % of Outstanding	~0.162% (323,621 / 199,956,879 shares outstanding)
Options exercisable within 60 days	287,784 shares
PSUs vesting Feb 8, 2025	16,850 shares
Unvested RSUs (as of 10/31/2024)	2,892 shares; $302,735 MV
Unearned PSUs outstanding (target)	16,850 (2012 cycle earned/vesting through Payment Date), 13,644 (2023 target), 14,108 (2024 target)
Option Exercises in FY2024	24,788 shares; $1,685,366 value realized
RSUs Vested in FY2024	2,892 shares; $270,091 value realized
Stock Ownership Guidelines	2x base salary for executive officers; must hold 50% of net shares until guideline met; all NEOs in compliance as of 10/31/2024
Hedging/Pledging Policy	Hedging prohibited; pledging permitted only with prior notice and company approval

Note: No specific disclosure indicating that Andrews has pledged shares; beneficial ownership footnotes do not note any pledges .

Employment Terms

Scenario	Cash Payment ($)	Accelerated Options ($)	Accelerated RSU/PSU ($)	Benefits ($)	Key Terms
Termination without Cause or Resignation for Good Reason	1,787,500	931,510	1,960,866	106,238 (COBRA)	12 months base salary + target IPP bonus; accelerate time-based awards vesting within 12 months; 1 year to exercise options
Double-trigger Change in Control (termination within window)	2,437,500	1,448,141	5,638,065 (PSUs at target)	159,357 (COBRA)	36 months base salary + target IPP bonus; accelerate all equity; 1 year to exercise options
Death/Disability	487,500	931,510	1,960,866	$800,000 life insurance	Pro-rata IPP; monthly pro-rata acceleration of equity; 1 year option exercise
Cause/Retirement/Voluntary (no good reason)	—	—	—	—	No severance; no acceleration; 1 year option exercise for outstanding exercisable options

Additional contractual terms:

Double-trigger requirement for CIC benefits; no tax gross-ups for CIC .
280G “best-pay” provision to optimize after-tax outcome (full or reduced to avoid excise tax) .
Definitions of Cause, Good Reason, CIC, Disability as detailed in employment agreements .
Clawback policy compliant with Nasdaq listing standards; recovery of incentive comp over prior 3 fiscal years in case of restatement .

Pension:

Present Value of Accumulated Benefit: $226,664; credited service 17.50 years .
Estimated Annual Benefit at normal retirement age: $127,857 .

Compensation Structure Analysis

Mix: FY2024 CFO total $3,727,326 comprised of salary $650,000, stock awards $2,400,194, IPP bonus $588,569, pension change $72,409, other $16,154; no option awards in 2024 . The program emphasizes equity and performance-based pay consistent with company policy that ~82% of other NEOs’ target total direct comp is at risk/performance-linked on average .
Shift: Continued emphasis on PSUs tied to 3-year Non-GAAP EPS growth with RSUs vesting over 4 years, aligning retention and performance .
Bonus rigor: IPP caps at 200%; financial metrics accounted for 75% with above-target EPS achievement; non-financial goals at 25% with 140% achievement .
Governance: Clawback, double-trigger CIC, prohibition on hedging, pledging requiring approval; independent OCC and use of external consultant .

Say-on-Pay & Shareholder Feedback

2022 Say-on-Pay approval: ~91% support; OCC used as validation of compensation program approach .
Advisory vote on NEO compensation presented annually; 2025 meeting includes Say-on-Pay proposal .

Equity Ownership & Alignment (Detail)

Category	Data
Shares Outstanding (Record Date)	199,956,879
Andrews Beneficial Shares	323,621
Ownership %	~0.162% (computed)
Exercisable/near-exercisable options (60 days)	287,784
Unvested RSUs (as of FY-end)	2,892; vest on Jan 8, 2025
PSU cycles outstanding	2022 cycle earned and vesting through Payment Date (16,850); 2023 cycle ends 10/31/2025 (13,644 target); 2024 cycle ends 10/31/2026 (14,108 target)
Ownership Guidelines Compliance	In compliance as of 10/31/2024

Employment Start Date, Tenure, and Succession

At Cooper since 2006; CFO since December 2020 .
Succession planning conducted annually by OCC; risk and compensation oversight documented .

Performance & Track Record

CFO commentary in Q3 FY2025: operating margin expanded to 26.1%; disciplined SG&A; targeted FCF of ~$2B over three years; active capital deployment via debt reduction and share repurchases .
Execution risks: AsiaPac e-commerce pricing pressure; Clarity-to-MyDay product mix effects; tariff headwinds mitigated by ~$24 million versus prior expectations through productivity initiatives .

Investment Implications

Compensation alignment: High share of performance-based equity (PSUs tied to 3-year EPS growth) and above-target IPP driven by EPS outcome support pay-for-performance; clawback and double-trigger CIC reduce governance risk .
Retention risk: Multi-year RSU vesting and outstanding PSU cycles create strong retention hooks; CIC severance is meaningful but not excessive (no gross-ups), signaling balanced retention economics .
Insider selling pressure: FY2024 exercises (24,788 options; $1.69m realized) and RSU vesting ($270k) indicate periodic liquidity events; upcoming PSU vest on Feb 8, 2025 (16,850 shares) could add supply, albeit policies require holding until guideline compliance .
Alignment: Ownership guidelines (2x salary; compliance confirmed) plus prohibition on hedging and controlled pledging keep alignment intact; no disclosed pledges for Andrews lowers red-flag risk .
Execution outlook: CFO’s focus on FCF conversion, tariff mitigation, and cost discipline suggests continued margin and FCF progression, supporting equity incentive realizations; watch AsiaPac channel dynamics and Clarity/MyDay mix for near-term variability .