Lawrence Kurzius
COOPER COMPANIESAbout Lawrence E. Kurzius
Independent director at CooperCompanies (COO) since 2023; age 67. Former CEO and long-time senior executive of McCormick & Company with deep experience in global operations, consumer marketing, and strategic leadership; AB in Economics, magna cum laude, from Princeton University. Currently serves on COO’s Audit and Organization & Compensation Committees; board independence affirmed (all directors except the CEO are independent). Board met six times in FY2024; each director attended at least 75% of board and applicable committee meetings; no directors attended the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| McCormick & Company | Chief Executive Officer; President; Chairman/Executive Chairman | CEO 2016–2023; President 2015–2022; Chairman 2017–2023; Executive Chairman 2023–2024 | Led global consumer and international businesses; strategic planning, operations, and marketing leadership across EMEA and global consumer segments. |
| Zatarain’s | Chief Executive Officer | 12 years (prior to McCormick acquisition) | Operated branded CPG business; growth and integration experience. |
| Quaker Oats; Mars/Uncle Ben’s | Marketing executive | Prior roles before Zatarain’s | Consumer marketing expertise in global CPG. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| McCormick & Company, Inc. (NYSE: MKC) | Director | Public | Former CEO/Chairman; ongoing board service. |
| Elanco Animal Health Inc. (NYSE: ELAN) | Director | Public | Animal health focus; no disclosed related-party transactions with COO. |
Board Governance
- Independence: Independent director; all board committees composed entirely of independent directors.
- Committee assignments: Member—Audit Committee and Organization & Compensation Committee (OCC); not a chair.
- Committee activity: Audit Committee met 7 times; OCC met 5 times in FY2024; oversight includes ERM, cybersecurity, internal audit, compensation policies, succession, and human capital.
- Attendance and engagement: Board met 6 times; each director attended ≥75% of board/committee meetings; no directors attended the 2024 Annual Meeting. Executive sessions held regularly, led by the Chair or Lead Independent Director.
- Related-party oversight: Formal policy governed by Audit Committee; no related party transactions requiring disclosure in FY2024.
- Hedging/Pledging policy: Hedging prohibited; pledging permitted only with prior approval.
Fixed Compensation (Director)
| Component | Policy Amount | FY2024 Actual (Kurzius) | Notes |
|---|---|---|---|
| Annual Director Retainer (Non-Employee) | $50,000 | $45,834 | Prorated based on service; Kurzius joined Dec 1, 2023. |
| Committee Chair Fees | Audit $25,000; OCC $20,000; CGNC $15,000 | $0 | Not a chair. |
| Chairman/Lead Director Premiums | Chairman $175,000; Lead $70,000 | $0 | Not applicable. |
Performance Compensation (Director)
| Equity Instrument | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (Directors’ Plan) | Apr 1, 2024 | 2,721 | $270,032 | Vest in full on Apr 1, 2025. |
| Initial RSU (on Board appointment) | Dec 1, 2023 | 1,056 | Included in total stock awards value | Vests 1-year from grant (Dec 1, 2024). |
| FY2024 Total Stock Awards (Director) | — | — | $360,077 | Sum of Apr 1 annual grant + Dec 1, 2023 joining grant. |
Director equity is time-vested RSUs (no performance conditions); no options granted to Kurzius for FY2024.
Performance Metrics Table (Director Equity)
| Metric | Structure | Target/Threshold | Outcome |
|---|---|---|---|
| Director RSU Vesting | Time-based (service) | 1-year vest from grant; annual grants on Apr 1 | No performance conditions disclosed. |
Other Directorships & Interlocks
| Company | Relationship to COO | Interlock/Comp Committee Link | Notes |
|---|---|---|---|
| McCormick & Company | None disclosed | None | OCC disclosed there are no compensation committee interlocks. |
| Elanco Animal Health | None disclosed | None | No related-party transactions disclosed. |
Expertise & Qualifications
- Executive leadership: 25+ years in senior roles; global operations and strategy; consumer marketing in multinational settings.
- Governance and compensation: Serves on COO’s Audit and OCC committees; experience as a public-company CEO and chairman.
- Education: Princeton University, AB Economics, magna cum laude.
Equity Ownership
| Item | Amount | Date/Status | Notes |
|---|---|---|---|
| Beneficially Owned Shares | 1,056 | As of Jan 15, 2025 | Less than 1% of shares outstanding. |
| RSUs Outstanding | 2,721 | As of Oct 31, 2024 | Annual RSU grant outstanding and unvested. |
| Stock Options | None | As of Oct 31, 2024 | No options listed. |
| Ownership Guidelines | 5× annual retainer required | Compliance | All non-employee directors compliant as of Oct 31, 2024. |
| Hedging/Pledging | Hedging prohibited; pledging only with prior approval | Policy | Applies to directors and executives. |
Governance Assessment
-
Positives:
- Independent director with dual committee service (Audit, OCC), supporting robust oversight of financial controls, ERM, cybersecurity, compensation policy, and succession planning.
- Clear director pay structure anchored in cash retainer plus annual RSU grants; no performance-linked equity for directors reduces incentive misalignment risk.
- Strong ownership alignment through director ownership guidelines (5× retainer), with board-wide compliance as of Oct 31, 2024.
- No related-party transactions disclosed in FY2024; OCC states no interlocks.
-
Watch items / RED FLAGS:
- Pledging permitted with prior company approval (though hedging is prohibited); potential alignment risk if pledging occurs.
- No directors attended the 2024 Annual Meeting, which may be viewed as a modest engagement concern depending on investor norms.
Director Compensation Summary (FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $45,834 |
| Stock Awards (RSUs) | $360,077 |
| Total | $405,911 |
Committee Assignments (FY2024)
| Committee | Role | Meetings Held |
|---|---|---|
| Audit Committee | Member | 7 |
| Organization & Compensation Committee | Member | 5 |
Attendance & Engagement (FY2024)
- Board meetings: 6 held; each director attended at least 75% of board and relevant committee meetings.
- Executive sessions: Non-employee directors meet in executive sessions; Chair or Lead Director presides.
- Annual Meeting: No directors attended the 2024 Annual Meeting.
Related-Party & Conflicts
- Related-party transactions: None requiring disclosure in FY2024.
- Compensation committee interlocks: None disclosed.
- Auditor independence and fees: Audit Committee oversight; KPMG retained; total fees in FY2024 $6,756,818 (audit, tax, other).
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay support: ~90% approval; OCC considered feedback in setting FY2024 program.
Stock Ownership Guidelines (Directors)
| Requirement | Status |
|---|---|
| 5× annual retainer; retain 100% of shares until compliant | All non-employee directors compliant as of Oct 31, 2024. |