Cynthia Lucchese
COOPER COMPANIESAbout Cynthia L. Lucchese
Independent director at CooperCompanies (COO) since 2022; age 64. She brings ~30 years of senior corporate leadership, including nearly 20 years as a public-company CFO, and is designated an Audit Committee Financial Expert under SEC rules. Education: BS in Accounting and MBA from Indiana University Kelley School of Business. Current COO board roles: Audit Committee member and Chair of the Corporate Governance & Nominating Committee (CGNC). Independence affirmed by the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penske Entertainment Corp (Hulman & Co. subsidiary) | Chief Strategy Officer | Nov 2020 – Feb 2023 | Senior strategic leadership |
| Penske Entertainment Corp (Hulman & Company) | Chief Administrative Officer & Chief Financial Officer | Nov 2014 – Nov 2020 | Senior finance/operations leadership |
| Hillenbrand (NYSE: HI) | SVP & Chief Financial Officer | 2008 – 2014 | Public company CFO experience |
| Thoratec (NASDAQ: THOR) | SVP & Chief Financial Officer | 2005 – 2007 | Medtech CFO experience |
| Guidant (now part of Boston Scientific) | Various senior finance roles | 1994 – 2005 | Financial, operational risk exposure |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Inari Medical | Director | Current | Not disclosed in COO proxy |
| Hanger, Inc. | Director (prior) | Until 2022 | Not disclosed in COO proxy |
| Intersect ENT | Director (prior) | Until 2022 | Not disclosed in COO proxy |
Board Governance
- Committee assignments (FY2024 structure): Audit (member; 7 meetings in FY2024), CGNC (Chair; 4 meetings in FY2024). All committee members are independent.
- Board independence and leadership: Separate Chair/CEO; independent Lead Director role. All directors except the CEO are independent.
- Attendance: Each director attended at least 75% of board and committee meetings in FY2024.
- Executive sessions: Non-employee directors hold executive sessions in connection with regular board meetings.
Fixed Compensation (Director Pay – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Cash retainer | $50,000 | Non-employee director annual retainer. (Her FY2024 cash fees totaled $50,000.) |
| Committee chair/member fees | — | CGNC chair role shown as “current”; FY2024 cash line for Lucchese shows $50,000 (no additional FY2024 fees disclosed). |
| Meeting fees | — | Not disclosed/none specified beyond retainers. |
- Director stock ownership guideline: 5x annual retainer; until met, must retain 100% of shares received from vesting/exercise. Company states all non-employee directors were in compliance as of Oct 31, 2024.
Performance Compensation (Equity – FY2024)
| Grant Type | Grant Date | Units/Value | Vesting |
|---|---|---|---|
| RSUs (annual director grant) | Apr 1, 2024 | 2,721 RSUs; grant date fair value $270,032 | Vest in full on first anniversary; pro rata if service ends before vest date (for non-cause separation). |
Notes:
- Annual equity grant level for non-employee directors is $270,000 grant-date value (Lead Director $283,500; Chair $297,000).
- No performance metrics apply to director equity (time-vested RSUs).
Other Directorships & Interlocks
- Current public board: Inari Medical. Prior public boards: Hanger, Inc.; Intersect ENT. No interlocks or compensation committee interlocks disclosed for COO’s OCC; OCC interlocks explicitly “None.”
- Related-party transactions: Company reports no related party transactions requiring disclosure in FY2024.
Expertise & Qualifications
- Audit Committee Financial Expert; extensive public-company CFO tenure; deep finance, accounting, and operational risk experience. Industry background includes medtech (Thoratec, Guidant). Degrees: BS Accounting; MBA, Indiana University Kelley School of Business.
Equity Ownership (Alignment & Policies)
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 15, 2025) | 4,940 shares; <1% of outstanding. |
| Unvested RSUs outstanding (as of Oct 31, 2024) | 2,721 RSUs. |
| Stock options | None disclosed for Lucchese. |
| Hedging policy | Prohibits hedging and speculative transactions by officers/directors. |
| Pledging policy | Allowed only with prior notice to and approval from the Company. |
| Director ownership guideline | 5x annual retainer; all non-employee directors in compliance as of Oct 31, 2024. |
Shareholder Voting (Context for Governance)
| Vote | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Say-on-Pay (advisory) | 40,001,914 | 4,406,987 | 16,807 | 1,275,869 |
| 2024 Director Election – Cynthia L. Lucchese | 43,915,382 | 510,326 | — | 1,275,869 |
- The company later noted approximately 90% support on 2024 Say-on-Pay in its 2025 proxy.
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with CFO pedigree; designated Audit Committee Financial Expert; chairs CGNC and sits on Audit—strong fit for oversight of governance and financial reporting.
- Positive shareholder signals: 2024 re-election received strong support; Say-on-Pay support around 90% historically referenced by the company.
- No related-party transactions requiring disclosure in FY2024; committees fully independent.
- Director ownership guideline (5x retainer) and compliance bolster alignment.
- Watch items / potential governance risks:
- Pledging permitted with approval (many investors prefer outright prohibitions). No pledges disclosed for Lucchese individually.
- Attendance reported as at least 75% for all directors in FY2024 (meets Nasdaq/SEC threshold but not director-specific detail).
Additional context: Board maintains separate Chair/CEO and an independent Lead Director; non-employee directors hold executive sessions with regularity.
Citations:
- Director biography, roles, age, independence, other boards:
- Committee memberships/meetings and chair status:
- Board independence, attendance, leadership structure:
- Director compensation program and Lucchese’s FY2024 pay/equity:
- Ownership guidelines and compliance:
- Beneficial ownership (as of Jan 15, 2025):
- Hedging/pledging policy:
- Say-on-Pay context (approx. 90% support) in proxy:
- 2024 Annual Meeting vote results (Form 8-K 5.07):