Colleen Jay
COOPER COMPANIESAbout Colleen E. Jay
Independent director at CooperCompanies since 2016; age 62. Nearly 35 years at Procter & Gamble culminating as Global Division President, with deep global operating, brand, and commercialization experience across beauty, hair care, and feminine care, including multi-year leadership roles in Greater China and Europe. Education: BBA (honors), Wilfrid Laurier University. Current committee roles: Chair of the Organization & Compensation Committee (OCC) and member of the Corporate Governance & Nominating Committee (CGNC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Global Division President; President, Global Beauty Specialty Business (Wella, Cosmetics, Retail Hair Color, Fragrance); led divestiture of those businesses | 2015–2017 | Led complex portfolio and successful divestiture; global P&L responsibility |
| Procter & Gamble | President, Global Retail Hair Care & Color | 2012–2015 | Led multi‑billion dollar division |
| Procter & Gamble | President, Global Female Beauty | 2010–2012 | Global category leadership |
| Procter & Gamble (Guangzhou, China) | VP & GM, Greater China Feminine Care, Personal Cleansing, Oral Care & entire China Marketing | 2006–2009 | Ran businesses >$1B; China growth and local execution |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Treasury Wine Estates | Director | Current | Public company board service |
| Beyond Meat, Inc. | Director | Current | Public company board service |
| Catalyst, Inc. | Volunteer | Prior/ongoing volunteer | Workplace inclusion advocacy |
Board Governance
- Independence: Independent director; all board committees are composed entirely of independent directors .
- Committee assignments:
- Organization & Compensation Committee (Chair) .
- Corporate Governance & Nominating Committee (Member) .
- Attendance and engagement:
- Board met 6 times in FY2024; each director attended at least 75% of board and committee meetings on which they served .
- OCC and CGNC met 5 and 4 times, respectively, in FY2024 .
- Non‑employee directors hold executive sessions with each regular board meeting; no directors attended the 2024 Annual Meeting (company has no policy requiring attendance) .
- Board processes:
- Annual board and committee self‑evaluations run with a third‑party questionnaire and analytics; CGNC oversees .
- Risk oversight embedded in committees; Audit Committee covers ERM/cyber; OCC oversees human capital; CGNC oversees ESG and governance .
Fixed Compensation (Director Pay)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000 | Standard cash retainer |
| Additional OCC Chair retainer | $20,000 | Committee chair fee |
| Total cash paid to Colleen Jay (FY2024) | $70,000 | Fees Earned or Paid in Cash |
| FY2024 Director Compensation (Colleen Jay) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $70,000 |
| Stock Awards (RSUs) | $270,032 |
| Total | $340,032 |
- Program design: No meeting fees disclosed; OCC annually reviews director compensation with Compensia and peer practices; Board approves .
Performance Compensation (Director Equity)
| Grant Date | Vehicle | Number of RSUs | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Apr 1, 2024 | RSUs (annual director grant) | 2,721 | $270,032 | Vests in full on 1st anniversary; prorated if service ends before vest (for cause forfeited) |
- Equity mix/policy: Annual director equity is RSUs with grant‑date values of $270,000 for non‑employee directors; Lead Director $283,500; Chair $297,000 . No performance‑conditioned equity for directors.
Other Directorships & Interlocks
| Company | Overlap/Interlock with COO Customers/Suppliers | Notes |
|---|---|---|
| Treasury Wine Estates | None disclosed | Consumer beverages; no related‑party transactions disclosed in FY2024 |
| Beyond Meat, Inc. | None disclosed | Consumer food; no related‑party transactions disclosed in FY2024 |
- OCC interlocks: None; no insider participation on OCC; no reciprocal comp committee interlocks reported .
Expertise & Qualifications
- Global operating executive with nearly 35 years in consumer goods and >15 years in senior executive roles; substantial P&L leadership across beauty/hair/feminine care categories .
- International experience (U.S., Canada, China, Switzerland) and direct oversight of large international operations, regulatory, and cultural market differences; strong brand/marketing and operational background .
- Education: BBA (honors), Wilfrid Laurier University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 15, 2025) | 33,864 shares; less than 1% of outstanding |
| Options outstanding | 7,064 shares underlying outstanding stock options (director) |
| RSUs outstanding | 2,721 RSUs outstanding (director) |
| Stock ownership guideline | Directors must hold 5x annual retainer; directors must retain 100% of shares from vesting/exercise until compliant |
| Compliance with guideline | All non‑employee directors complied as of Oct 31, 2024 |
| Hedging/pledging | Hedging prohibited; pledging allowed only with prior approval |
| Section 16 compliance | Company reports directors complied in FY2024; one late Form 4 was for an officer (not a director) |
Compensation Committee Analysis (OCC)
| Aspect | Detail |
|---|---|
| Members (FY2024) | Colleen E. Jay (Chair), William A. Kozy, Lawrence E. Kurzius, Teresa S. Madden |
| Independence | All members independent |
| Scope | Executive comp philosophy/awards; peer group; director pay recommendations; equity/incentive plans; clawback; succession; human capital oversight |
| Consultant | Compensia retained by OCC; independence assessed; no conflicts identified |
| Peer group (for exec comp benchmarking) | Agilent, Align, Bausch + Lomb, Bio‑Rad, Charles River, DENTSPLY, DexCom, Edwards, Hologic, Illumina, Masimo, ResMed, Revvity, STERIS, Teleflex, Waters, Zimmer Biomet (FY2024) |
| Say‑on‑Pay signal | 90% approval at 2024 Annual Meeting; OCC viewed as support for program |
| Clawback | Policy updated Oct 2023 to Nasdaq standards; administered by OCC |
Related‑Party Transactions and Conflicts
- FY2024 related‑party transactions: None requiring disclosure under policy; Audit Committee reviews per written policy; KPMG reviews controls around related‑party identification/reporting .
- Overboarding policy: Directors may serve on no more than two other public boards while on COO’s board (exceptions possible). Jay serves on two, which is within policy (at the cap) .
- Trading policy: Hedging prohibited; pledging allowed with pre‑approval; no pledges disclosed for Jay in the proxy .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~90% of votes cast in favor |
Governance Assessment
- Positives:
- Independent director with deep global operating experience; chairs OCC, a key governance function overseeing pay, succession, and human capital .
- Strong board processes (third‑party annual evaluations), independent committees, and prohibition on hedging; robust director ownership guideline with compliance .
- No OCC interlocks; no related‑party transactions; strong Say‑on‑Pay support (90%) .
- Watch items:
- Pledging is permitted with pre‑approval (policy‑level risk factor; no pledges disclosed for Jay) .
- Service on two other public company boards meets, and maxes out, the board’s outside directorship limit, requiring continued monitoring of time commitments .
- No directors attended the 2024 Annual Meeting (no policy requiring attendance) .
No items under “Compensation & Incentives” applicable to non‑employee directors beyond the fixed/equity director pay disclosed above. No severance/CoC benefits for directors disclosed; such provisions are for NEOs (executive context).