Gerard Warner III
About Gerard H. Warner III
Gerard H. Warner III is President, CooperVision, Inc. (a division of CooperCompanies) and has served in this role since February 2022; he is 60 years old, holds a B.S. in Business Administration (Marketing) from Villanova University and an MBA from the Simon School of Business at the University of Rochester . Warner’s division-level performance under the 2024 Incentive Payment Plan (IPP) showed constant-currency revenue at 99.8% of target and non-GAAP operating income at 103.7% of target, resulting in quantitative achievement of 110.9% for CooperVision and an overall bonus payout of 118.2% of target for Warner . Company-level pay-versus-performance disclosure indicates a FY2024 total stockholder return of $131.30 on a $100 starting value and non-GAAP EPS of $3.69, providing context for the firm’s recent performance environment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CooperVision, Inc. | President | Feb 2022–present | Division leader for CooperVision |
| CooperVision, Inc. | EVP, Americas & Global Commercial Functions | Apr 2019–Jan 2022 | Led Americas region and global commercial execution |
| CooperVision, Inc. | President, Americas | May 2015–Mar 2019 | Oversaw Americas commercial operations |
| CooperVision, Inc. | Various VP/SVP roles | May 2012–Apr 2015 | Senior leadership across marketing/management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bausch + Lomb | Various marketing and management roles | 17 years | Broad ophthalmic industry experience |
Fixed Compensation
Base salary progression (Committee-approved; calendar-year basis):
| Executive | 2023 Base Salary ($) | 2024 Base Salary ($) | % Change |
|---|---|---|---|
| Gerard H. Warner III | $500,000 | $550,000 | 10.0% |
Salary and fixed pay in Summary Compensation Table (fiscal years):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $437,671 | $491,670 | $548,718 |
| All Other Compensation ($) | $32,511 | $41,657 | $16,179 |
| Change in Pension Value ($) | — | $27,288 | $88,836 |
Performance Compensation
2024 Incentive Payment Plan (IPP) structure and achievement (Warner):
- Structure: 75% quantitative financial metrics and 25% non-financial goals; Warner’s IPP participation level increased from 70% to 75% effective January 1, 2024 .
- CooperVision financial objective achievement (constant currency) : | Metric | Weighting (%) | Target | Actual | Achievement (% of Target) | Weighted Achievement (% of Target) | |---|---:|---:|---:|---:|---:| | Revenue | 50% | $2,645.0m | $2,639.9m | 99.8% | 49.1% | | Non-GAAP Operating Income | 25% | $720.0m | $746.3m | 103.7% | 34.1% | | Non-Financial Goals | 25% | — | — | 140.0% | — | | Total Quantitative Achievement | 75% | — | — | — | 83.2% (110.9%) |
IPP bonus payout (Warner, FY2024):
| Metric | FY 2024 |
|---|---|
| Target Bonus ($) | $402,083 |
| Award Payout ($) | $475,162 |
| Award Payout (% of Target) | 118.2% |
| Award Payout (% of Base Salary) | 87.7% |
Equity grants (FY2024):
| Grant Date | RSUs Granted (#) | PSUs Granted (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| 12/12/2023 | 11,756 | 11,756 | $1,000,024 (RSUs) |
| 12/12/2023 | — | — | $1,000,024 (PSUs) |
PSU design and metrics:
- PSUs comprise 50% of total equity value for NEOs; measure is three-year compounded adjusted EPS growth on constant currency; payout scale 50–200% of target if above threshold; 2024 PSUs performance period ends Oct 31, 2026; 2023 PSUs end Oct 31, 2025 .
Summary Compensation Table (Warner; mix of pay):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $875,296 | $1,750,078 | $2,000,048 |
| Option Awards ($) | $874,983 | — | — |
| Non-Equity Incentive ($) | $391,595 | $469,436 | $475,162 |
| Total Compensation ($) | $2,612,056 | $2,780,129 | $3,128,944 |
Equity Ownership & Alignment
Beneficial ownership and option positions:
| As-of Date | Common Stock Beneficially Owned (#) | % of Shares Outstanding | Options Exercisable/Exercisable within 60 days (#) |
|---|---|---|---|
| Dec 31, 2023 | 14,645 | * (<1%) | 10,617 |
| Jan 15, 2025 | 83,402 | * (<1%) | 54,868 |
Key outstanding options (Warner; as of Oct 31, 2024):
| Option Series | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration Date |
|---|---|---|---|---|
| 12/12/2027 grant | 2,140 | — | 57.42 | 12/12/2027 |
| 12/11/2028 grant | 26,544 | — | 63.69 | 12/11/2028 |
| 12/07/2031 grant | 13,784 | 11,024 | 101.54 | 12/07/2031 |
Time-based RSU vesting cadence:
- RSUs granted in FY2024 vest in equal annual installments on January 8, 2025, 2026, 2027, and 2028 .
- Prior RSU grants made on December 13, 2022 vest ratably over four years from grant date .
- Market values of unvested equity are calculated using $104.68 per share (October 31, 2024 close) .
Alignment policies:
- Robust executive stock ownership guidelines; prohibition on hedging/speculative transactions; compensation clawback policy; no tax gross-ups for NEOs in connection with change-in-control payments .
Employment Terms
Change-in-control economics and severance framework:
- Double-trigger required for CIC benefits; PSUs paid at target upon CIC unless otherwise specified; one-year post-termination option exercise window .
- No tax gross-ups for NEOs in CIC payments; COBRA premium reimbursement; clawback policy in place .
Warner—quantified potential payments:
| Scenario | Cash Payment ($) | Accelerated Vesting of Options ($) | Accelerated Vesting of RSUs/PSUs ($) | Continuation of Benefits ($) |
|---|---|---|---|---|
| Termination without cause or resignation for good reason | $1,512,500 | $38,905 | $1,395,175 | $3,562 |
| Termination without cause or resignation for good reason in connection with a Change in Control | $2,062,500 | $77,823 | $5,504,912 | $5,343 |
| Death or disability | $412,500 | $38,905 | $1,395,175 | $800,000 (life insurance) |
Structural summary (company-wide policy terms) :
- Without cause/good reason: 12 months base salary (24 months for CEO and COO), target IPP bonus for year of termination, COBRA up to 24 months, acceleration of time-vested awards scheduled to vest within 12 months (24 months for CEO and COO), one-year option exercise window .
- CIC: 36 months base salary, target IPP bonus, COBRA up to 36 months, full acceleration of all equity (PSUs at target), one-year option exercise window .
Investment Implications
- Pay-for-performance alignment: Warner’s 2024 bonus tied to CooperVision’s financial outcomes (revenue and operating income) and non-financial goals, with payout at 118.2% of target; half of equity granted as PSUs linked to three-year adjusted EPS CAGR, reinforcing longer-term alignment .
- Retention and change-in-control: Double-trigger CIC provisions with full equity acceleration and 36 months of base plus target bonus confer strong retention value and could incentivize stability through performance periods; severance protections outside CIC remain meaningful (cash plus partial acceleration) .
- Insider selling pressure: RSUs vesting annually each January 8 and PSU certifications at the end of performance periods (e.g., FY2025/FY2026 cycles) can create predictable windows for potential share dispositions to cover taxes or diversify; awareness of these dates may inform short-term supply dynamics .
- Ownership and alignment: Beneficial ownership increased to 83,402 shares by January 15, 2025, with substantial options currently exercisable or becoming exercisable within 60 days, while company policy prohibits hedging and maintains clawback protections; ownership remains under 1% of shares outstanding, typical for NEOs at large issuers .
Governance touchpoints: Independent O&CC, use of Compensia, clawback, prohibition on hedging, double-trigger CIC, and prior Say-on-Pay support (91% approval at 2022 meeting; annual frequency supported at 99.3%) collectively signal robust governance and shareholder alignment .
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