Holly Sheffield
COOPER COMPANIESAbout Holly Sheffield
Holly R. Sheffield is President of CooperSurgical, Inc. (women’s health) at The Cooper Companies and has served in this role since July 2020; she previously served as Executive Vice President & Chief Strategy Officer (June 2018–July 2020). She holds a B.S. from Cornell University and an MBA from Columbia Business School and is 54 years old . Company performance in FY 2024: revenue $3.90B (+8% YoY), non-GAAP diluted EPS $3.69, GAAP diluted EPS $1.96, and total shareholder return (TSR) 34.31%; CooperSurgical division delivered $1,286.0M revenue (+10% YoY) with IPP financial metric achievement of 98.9% for its revenue and operating income targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cooper Companies | Executive Vice President & Chief Strategy Officer | 2018–2020 | Corporate strategy leadership prior to divisional presidency |
| UBS Securities LLC | Managing Director, Global Head of Medical Technology | 2009–2018 | Led medtech investment banking coverage and client advisory globally |
| Credit Suisse | Investment Banking | 2000–2009 | Senior banking roles in medtech/healthcare |
| Donaldson, Lufkin & Jenrette | Investment Banking | 1997–2000 | Pre-acquisition tenure in investment banking |
External Roles
| Role Type | Organization | Description |
|---|---|---|
| Public company boards | — | No current public company board roles disclosed in executive bio |
Fixed Compensation
| Metric (FY 2024 unless noted) | Value |
|---|---|
| Base Salary | $624,679 |
| Target Bonus % (IPP participation level) | 75% of base salary |
| Actual Annual Bonus Paid (2024 IPP) | $504,934 (109.2% of target; 81.9% of base) |
| Perquisites and Other | $16,154 total; includes $12,154 auto allowance and $4,000 401(k) match |
Multi-Year Reported Compensation (Summary Compensation Table)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $545,869 | $570,840 | $624,679 |
| Stock Awards ($) | $950,032 | $1,574,938 | $2,249,799 |
| Option Awards ($) | $949,992 | $525,032 | — |
| Non-Equity Incentive ($) | $468,755 | $513,746 | $504,934 |
| Change in Pension Value ($) | — | $19,040 | $51,897 |
| All Other Compensation ($) | $15,850 | $16,000 | $16,154 |
| Total Compensation ($) | $2,930,498 | $3,219,596 | $3,447,463 |
Performance Compensation
2024 Annual Incentive (IPP) Structure and Outcomes – CooperSurgical
| Component | Metric | Weighting | Target | Actual (Constant Currency) | Achievement vs Target | Notes |
|---|---|---|---|---|---|---|
| Financial | Revenue | 50% | $1,298.8M | $1,292.3M | 99.5%; Weighted 47.5% | FX-adjusted to budget rate |
| Financial | Non-GAAP Operating Income | 25% | $331.7M | $333.9M | 100.7%; Weighted 26.7% | FX-adjusted to budget rate |
| Non-Financial | Strategic/Operational Goals | 25% | Qualitative | Exceeded | 140% of target | Includes FDA approval, product launches, M&A and IT implementations |
| Total IPP Payout (H. Sheffield) | — | — | — | — | 109.2% of target; paid $504,934 | Financial metric achievement 98.9% |
Long-Term Incentives (RSUs/PSUs) – Grants and Vesting
| Award Type | Grant Date | Target Value ($) | Shares Granted (#) | Performance Metric | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| RSUs | 12/12/2023 | $1,125,000 | 13,224 | Time-based | — | 25% annually on 1/8/2025, 1/8/2026, 1/8/2027, 1/8/2028 |
| PSUs | 12/12/2023 | $1,125,000 | 13,224 (target) | 3-yr non-GAAP EPS CAGR (constant currency), 50–200% payout | FY2024–FY2026 | Vests post-certification after FY 2026; payment subject to “Payment Date” |
| 2022 PSUs (earned) | — | — | 17,309 (actual at 185% achievement) | 3-yr EPS CAGR | FY2022–FY2024 | Earned; vesting scheduled on February 1, 2025, subject to continued service |
2024 Equity Vesting/Realization
| Metric | 2024 |
|---|---|
| RSUs vested (#) | 3,944 |
| Value realized on RSU vesting ($) | $368,340 |
| Options exercised (#) | 0 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 15, 2025) | 344,791 shares; less than 1% of outstanding |
| Options – exercisable within 60 days | 298,948 shares |
| RSUs outstanding | 13,224 (2024 grant) |
| PSUs – earned and outstanding | 17,309 (from 2022 PSU, vesting scheduled on 2/1/2025) |
| PSUs – target outstanding | 13,224 (2024 grant; performance period ends FY 2026) |
| Stock Ownership Guidelines | 2x base salary for executive officers; must hold 50% of shares acquired until guidelines met; all NEOs in compliance as of 10/31/2024 |
| Hedging/Pledging Policy | Hedging prohibited; pledging permitted only with prior notice and Company approval; trading only in designated windows |
Selected Option Awards (as of 10/31/2024; price $104.68/share)
| Shares | Status | Strike | Expiration |
|---|---|---|---|
| 70,112 | Exercisable | $56.58 | 6/4/2028 |
| 49,412 | Exercisable | $63.69 | 12/11/2028 |
| 76,956 | Unexercisable | $76.14 | 12/10/2029 |
| 31,220 | Unexercisable | $86.44 | 12/8/2030 |
| 20,948 | Unexercisable | $101.54 | 12/7/2031 |
| 5,088 | Unexercisable | $82.46 | 12/13/2032 |
| Market price used in valuations | $104.68 closing price on 10/31/2024 |
Employment Terms
| Scenario | Cash Severance | Equity Treatment | COBRA | Bonus Treatment | Notes |
|---|---|---|---|---|---|
| Termination without Cause or for Good Reason | 12 months base salary; plus target IPP bonus for year of termination (lump sum) | Time-vested equity scheduled to vest within 12 months accelerates; remainder forfeited; 1 year to exercise outstanding/exercisable options | Up to 24 months reimbursement | Target value for year of termination | Subject to release; ongoing compliance |
| Change in Control + qualifying termination (double trigger) | 36 months base salary; plus target IPP bonus (lump sum) | All outstanding equity accelerates; PSUs paid at target unless award specifies otherwise; 1-year option exercise window | Up to 36 months reimbursement | Target value | 280G “best pay” cutback provision applies |
| Death/Disability | Prorated target bonus; equity accelerated monthly pro-rata based on service; 1-year option exercise; life insurance up to $800,000 | As noted | — | Prorated | — |
Quantification (as of 10/31/2024; illustrative per proxy)
| Scenario | Cash Payment ($) | Accelerated Options ($) | Accelerated RSU/PSU ($) | Benefits ($) |
|---|---|---|---|---|
| Termination without Cause/Good Reason | $1,718,750 | $885,052 | $1,492,318 | $35,387 |
| Change in Control + qualifying termination | $2,343,750 | $1,144,044 | $5,580,700 | $53,080 |
| Death/Disability | $468,750 | $885,052 | $1,492,318 | $800,000 |
Additional Governance/Policy Provisions
- Clawback policy compliant with Nasdaq listing standards (October 2023); recovery of incentive compensation upon accounting restatement for prior 3 fiscal years .
- No tax gross-ups on change-in-control payments; no repricing of options without shareholder approval; hedging prohibited; double-trigger change-in-control required .
Investment Implications
- Pay-for-performance alignment: Sheffield’s 2024 cash bonus tied 75% to financial metrics and 25% to strategic goals; CooperSurgical met revenue and exceeded operating income targets (98.9% financial metric achievement), and non-financial goals were assessed at 140%, resulting in a 109.2% payout of target—indicative of balanced short-term/long-term incentives and operational execution .
- Equity retention and potential selling pressure: Significant unvested RSUs (13,224) and target PSUs (13,224) from 2024 grant plus 17,309 earned PSUs from 2022 awards vesting February 1, 2025; combined with trading window restrictions and ownership guidelines, near-term share delivery may create episodic insider-selling windows but is governed by policy and compliance obligations .
- Ownership alignment: Beneficial ownership of 344,791 shares (<1%); options exercisable within 60 days total 298,948; executive ownership guidelines at 2x salary with hold requirements, and NEOs are in compliance—supporting alignment with shareholders .
- Downside protections and retention: Double-trigger change-in-control protections and competitive severance terms provide retention stability; quantification indicates meaningful equity acceleration under CIC scenarios, which could motivate continued tenure through performance cycles .
- Governance quality: Strong compensation oversight (independent OCC, peer benchmarking with Compensia, ~90% Say-on-Pay approval in 2024), clawback adoption, and no option repricing/tax gross-ups mitigate governance and pay-risk concerns .