Holly Sheffield

About 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 .