Daniel McBride

About Daniel McBride

Daniel G. McBride is Executive Vice President & Chief Operating Officer (COO) of The Cooper Companies (CooperCompanies) and has served as COO since November 2013. He previously served as President of CooperVision (2014–2022), Chief Risk Officer (2011–2013), General Counsel (2007–2014), and Senior Counsel (2005–2007). He holds a B.S. in Finance from Santa Clara University and a J.D. from Stanford Law School; age 60 as of the 2025 proxy . Cooper’s FY2024 total shareholder return was 34.31%, revenue grew 8% to $3.90B, and non-GAAP EPS was $3.69, which underpinned above-target incentive outcomes .

Company performance context (last 3 FYs):

Values retrieved from S&P Global.

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual incentive (IPP) design and outcome (FY 2024):

• Structure: 75% financial metrics (Revenue and Non-GAAP EPS constant currency at company/division mix), 25% non-financial strategic goals; thresholds/targets/max: Revenue 95/100/105%, EPS 90/100/110% .
• McBride’s achievement: Financial weighted achievement 113.6% (at 75% weight) plus non-financial 140% (at 25% weight) → total payout 120.2% of target; actual payout $721,425 (96.2% of base salary) .

Long-term incentives:

• 2024 grants: RSUs (18,220) vest ratably on Jan 8, 2025/2026/2027/2028; PSUs (target 18,220) with 3-year performance (ends FY2026) based on compounded adjusted EPS (constant currency), payout 50–200% of target .
• 2022 PSU cycle (performance Nov 2022–Oct 2024): Achievement certified at 185% of target; McBride earned 22,777 shares, vesting Feb 1, 2025 (service requirement through payment date) .

Equity mix/structure signals:

• 2024 LTI delivered as 50% PSUs and 50% time-vested equity (RSUs), reinforcing multi-year EPS growth focus and retention; time-vested awards generally vest over four years .
• No option grant to McBride in 2024; options remain material from prior years (see ownership) .

Equity Ownership & Alignment

• Beneficial ownership: 674,339 shares (<1%); includes 508,156 shares acquirable via options exercisable or becoming exercisable within 60 days; 22,777 PSUs scheduled to vest Feb 8, 2025; also 94,496 shares held by an estate planning trust he controls .
• Stock ownership guidelines: 2x base salary for executive officers; all NEOs compliant as of Oct 31, 2024 .
• Hedging/pledging: Hedging prohibited; pledging permitted only with prior notice and company approval .

Key outstanding equity line items (FY2024 year-end):

Insider transactions/vesting cadence:

• FY2024 exercises/vesting: McBride exercised 114,992 options (value realized $7,090,095) and had 4,168 RSUs vest ($389,260) .
• Forward vesting could create periodic liquidity: annual RSU tranches each Jan 8 (2025–2028) and 2022 PSU payout in Feb 2025 (subject to service) .

Employment Terms

Contractual protections and severance:

• Definitions: “Cause,” “Good Reason,” “Change in Control,” and “Disability” as defined in proxy .
• Severance (no CIC): For McBride, 24 months base salary; target IPP bonus for year of termination; COBRA reimbursement up to 24 months; accelerate time-vested equity that would vest within 24 months; 1-year post-termination option exercise window .
• Double-trigger CIC: 36 months base salary; target IPP bonus; COBRA up to 36 months; all outstanding equity accelerates (PSUs at target unless award says otherwise); 1-year option exercise window .
• Death/Disability: Pro-rated target IPP bonus; pro-rata acceleration of equity by service time; 1-year option exercise; term life insurance benefit (company-wide) .

Estimated payouts for McBride as of 10/31/2024:

Governance policies:

• Clawback policy (Nasdaq-compliant, Oct 2023): recovery of incentive comp upon material restatements (3-year lookback) .
• No tax gross-ups for NEOs in connection with CIC payments .
• Say-on-Pay: 90% approval at 2024 meeting; OCC considered results in 2024 program design .

Compensation Structure Analysis

• Cash vs. equity mix: In FY2024, McBride’s base salary remained flat at $750k (approved base), with total target compensation weighted toward at-risk incentives (company notes ~82% of other NEOs’ target comp is performance-based on average) .
• Shift to RSUs/PSUs vs. options: McBride’s FY2024 grants comprised RSUs and PSUs (no new options), reducing leverage and increasing retention-heavy equity; time-based RSUs vest over four years and PSUs require 3-year EPS growth .
• Performance rigor: 2024 financial metrics included revenue and EPS at constant currency with defined threshold/target/max and capped payouts; non-financial goals set pre-year and assessed by OCC .
• PSU outcomes: 2022 PSU cycle paid at 185% reflecting strong multi-year EPS growth; earlier 2021 PSU cycle (from 2024 proxy) also achieved maximum (200%)—indicates sustained over-target performance under PSU plan design .

Compensation & Peer Benchmarking

• Peer group used for pay benchmarking (FY2024 same as FY2023): Agilent, Align, Bausch + Lomb, Bio-Rad, Charles River, DENTSPLY SIRONA, DexCom, Edwards, Hologic, Illumina, Masimo, ResMed, Revvity, STERIS, Teleflex, Waters, Zimmer Biomet .
• Targeting/percentiles: Committee sets pay within competitive range considering scope, market, and internal equity (no rigid percentiles) .

Equity Ownership & Pledging Status

• Ownership as percent of shares outstanding is disclosed as less than 1% (company-wide table), with 199,956,879 shares outstanding on the record date .
• Policy permits pledging with company approval; the proxy does not disclose any pledges by McBride .

Risk Indicators & Red Flags

• Hedging prohibited; pledging controlled by pre-approval .
• No option repricing without stockholder approval .
• No related-party transactions requiring disclosure in FY2024 .
• No CIC tax gross-ups .
• Clawback policy implemented .
• High Say-on-Pay support (90%) reduces governance risk perception .

Say-on-Pay & Shareholder Feedback

Expertise & Qualifications

• Legal and corporate finance background with top-tier legal training; broad operating leadership across risk, legal, and P&L (CooperVision presidency and group COO) .
• Education: B.S. Finance (Santa Clara); J.D. (Stanford Law) .

Work History & Career Trajectory

• Pre-Cooper: Latham & Watkins (M&A/corporate finance) 1998–2005 .
• CooperCompanies: Senior Counsel → General Counsel → Chief Risk Officer → President, CooperVision → EVP & COO .

Equity Vesting Schedules and Insider Selling Pressure

• Upcoming vesting: RSU tranches each Jan 8 (2025–2028) ; 2022 PSUs vesting Feb 1, 2025 (service requirement) .
• FY2024 realized liquidity via option exercises ($7.09M) and RSU vesting ($0.39M) suggest periodic selling capacity around vesting windows .

Investment Implications

• Alignment: High proportion of performance-based equity (PSUs at 50% of grant value) tied to multi-year EPS growth supports pay-for-performance; stock ownership guidelines and clawback policy further align incentives .
• Retention risk: Robust double-trigger CIC and meaningful time-vested RSU overhang promote retention; severance provides 24–36 months base coverage, reducing flight risk amid corporate events .
• Trading/overhang: Annual RSU vesting and the Feb 2025 PSU settlement could create near-term selling pressure; significant in-the-money option inventory exists from prior years, but no 2024 option grant reduces incremental leverage .
• Performance execution: Above-target IPP outcomes in 2023–2024 and 185% PSU earn-out indicate consistent operational delivery; however, future PSU payouts hinge on sustaining EPS growth through FY2026 .