Maria Rivas
COOPER COMPANIESAbout Maria Rivas
Maria Rivas, M.D., age 61, has served as an independent director of The Cooper Companies (COO) since 2021, bringing deep clinical and women’s health industry experience. She serves on the Audit Committee and the Corporate Governance & Nominating Committee; she is not a committee chair and is not designated as an Audit Committee financial expert . Dr. Rivas is currently Global Chief Medical Officer for Specialty and Primary Care and Head of Evidence Generation at Pfizer, with an announced retirement in March 2025. She holds a BA in Biochemistry from Brandeis University and an MD from Columbia University; she completed residency in Internal Medicine and fellowship in Endocrinology at NY‑Presbyterian Hospital and is board certified in Endocrinology, Diabetes and Metabolism .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck KGaA (EMD Serono US/Canada) | Chief Medical Officer & SVP, healthcare business; led Global Pharmacovigilance, Medical Affairs, Evidence & Value Development (HEOR) across 90+ countries | Until Sep 2022 | Led global medical operations, commercialization strategies, digital transformation, crisis/risk management |
| Merck & Co (MSD) | SVP Global Medical Affairs | Not disclosed | Global medical leadership |
| AbbVie | VP Global Medical Affairs | Not disclosed | Therapeutic area medical leadership |
| Bayer Healthcare | VP Oncology, General Medicine, Diagnostic Imaging Medical Affairs | Not disclosed | Cross‑functional medical affairs leadership |
| Eli Lilly | Head of US Women’s Health Medical Affairs; other roles | Not disclosed | Women’s health medical leadership |
| Private practice (Puerto Rico) | Endocrinologist | Not disclosed | Clinical practice; patient care |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Pfizer, Inc. (NYSE: PFE) | Global Chief Medical Officer for Specialty & Primary Care; Head, Evidence Generation | Current; retiring Mar 2025 | Global medical leadership; evidence generation strategy |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member; no chair roles .
- Independence: All directors except the CEO are independent; all committee members are independent (COO maintains separate Chair and CEO and a Lead Independent Director structure) .
- Attendance: Board met 6 times in FY2024; each director attended at least 75% of Board and committee meetings. Audit met 7 times; CGNC met 4 times. Non‑employee directors hold executive sessions regularly .
- Governance practices: Majority voting standard for director elections; proxy access; active risk oversight including ERM and cybersecurity; prohibition on hedging; pledging allowed only with prior notice/approval .
- Related parties: No related party transactions requiring disclosure in FY2024 .
Fixed Compensation
| Component | Amount/Structure | Vesting/Terms | FY2024 Value |
|---|---|---|---|
| Annual cash retainer (non‑employee director) | $50,000 | Cash; paid for Board service | $50,000 |
| Committee chair fees | Audit $25,000; OCC $20,000; CGNC $15,000 | Cash; only for chairs | Not applicable (not a chair) |
| Equity – Annual RSU grant (standard) | $270,000 grant date value (April 1 each year) | Vests in full on first anniversary; prorated if service ends before vest; forfeiture for Cause | $270,032; 2,721 RSUs granted 4/1/2024 |
| Meeting fees | None disclosed | — | — |
RSUs outstanding at FY2024 year‑end: 2,721 units for Dr. Rivas; no stock options outstanding .
Performance Compensation
| Element | Performance Metric(s) | Payout Range | Notes |
|---|---|---|---|
| Director equity compensation | None (time‑vested RSUs only) | Not applicable | Non‑employee directors receive time‑vested RSUs; no performance‑based director compensation disclosed |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| — | — | — | “Other Public Boards” listed as “—” (none) for Dr. Rivas |
| Compensation committee interlocks | — | — | Company discloses no OCC interlocks; Dr. Rivas is not on OCC |
Expertise & Qualifications
- Clinical and women’s health industry expertise; extensive global medical leadership across pharmacovigilance, medical affairs, and HEOR .
- Experience driving commercialization strategies, digital transformation, and risk/crisis management in highly regulated healthcare industries .
- Academic credentials: BA Biochemistry (Brandeis), MD (Columbia), residency/fellowship at NY‑Presbyterian; board certification in Endocrinology, Diabetes & Metabolism .
- Not designated as Audit Committee financial expert; Audit Committee includes other members so designated .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (as of Jan 15, 2025) | 7,420 shares; <1% of outstanding |
| RSUs outstanding (as of Oct 31, 2024) | 2,721 units |
| Stock options | None |
| Ownership guidelines (directors) | 5x annual retainer; all directors complied as of Oct 31, 2024 |
| Hedging/pledging policy | Hedging prohibited; pledging permitted only with prior notice/approval |
| Section 16 compliance (FY2024) | Company reported timely filings for directors; one late Form 4 noted for an officer (not Dr. Rivas) |
Governance Assessment
- Board effectiveness: Rivas enhances clinical depth and women’s health perspective on Audit and CGNC, aligning with COO’s CooperSurgical and CooperVision businesses; strong governance framework with independent committees and majority voting supports investor confidence .
- Independence & attendance: Independent status, committee independence, and minimum attendance thresholds met; Audit (7 meetings) and CGNC (4 meetings) cadence indicates active oversight .
- Incentive alignment: Director pay is modest cash retainer plus time‑vested RSUs (~$270k grant value), with ownership guidelines (5x retainer) and confirmed compliance—supports alignment without pay‑for‑performance risks often seen in executive programs .
- Conflicts/related parties: No related‑party transactions disclosed for FY2024; however, concurrent senior medical role at Pfizer could create potential ecosystem interlocks—monitor for any future transactions or strategic collaborations that could raise conflict questions; retirement in March 2025 reduces ongoing overlap risk .
- Risk indicators: Hedging prohibited; pledging allowed only with approval (monitor for pledging disclosures; none noted). No compensation committee interlocks; robust ERM/cyber oversight at the Audit Committee level .
- Shareholder sentiment: Say‑on‑Pay support ~90% in 2024 indicates broad approval of pay practices and governance oversight by OCC; while not directly about director pay, it reflects constructive engagement posture .
Overall signal: No red flags in attendance, independence, or related‑party exposure; strong clinical/medical expertise strengthens board oversight in regulated healthcare. Continue monitoring for any pledging approvals or potential Pfizer‑Cooper interactions post‑retirement transition.