Nicholas Khadder

About Nicholas Khadder

Nicholas S. Khadder is Vice President, General Counsel & Corporate Secretary at CooperCompanies (COO), serving since August 2022; he is age 51 per the 2025 proxy and holds an A.B. in English and a J.D. from UC Berkeley School of Law . As Corporate Secretary, he is the named contact for stockholder proposals and board communications, reflecting an active governance role . Company performance context during his tenure emphasizes pay-for-performance alignment via Non-GAAP EPS and total shareholder return (TSR), which the proxy discloses in its Pay Versus Performance table .

Company performance (context)

Metric	FY 2021	FY 2022	FY 2023	FY 2024
Value of $100 Investment — Company TSR ($)	130.69	85.72	97.77	131.30
Value of $100 Investment — Peer Group TSR ($)	132.08	102.28	99.33	130.04
Net Income (USD Millions)	2,944.7	385.8	294.2	392.3
Company Selected Measure — Non-GAAP EPS ($)	3.31	3.11	3.20	3.69

Past Roles

Organization	Role	Years	Strategic Impact
CooperCompanies	Vice President, General Counsel & Corporate Secretary	Aug 2022–present	Leads corporate legal and governance; Corporate Secretary oversight of stockholder proposals and board communications
Standard BioTools Inc. (formerly Fluidigm)	General Counsel	Jun 2016–Jul 2022	Enterprise legal leadership through rebranding/transition period
Amyris, Inc.	Various legal roles, incl. GC & Corporate Secretary	2010–Jun 2016 (GC/Secretary 2013–Jun 2016)	Built public-company legal/compliance capabilities during growth
LeapFrog Enterprises, Inc.	Senior Corporate Counsel	Aug 2008–Sep 2010	Supported consumer tech corporate legal matters
Protiviti Inc. (Robert Half subsidiary)	Senior Corporate Counsel	Jun 2005–Jul 2008	Advised on internal audit/consulting services legal issues
Fenwick & West LLP	Corporate Attorney	Oct 1998–May 2005	M&A and corporate finance transactions at leading tech law firm

External Roles

None disclosed in company proxy or 8-K filings for Khadder .

Fixed Compensation

Compensation disclosure in proxies is limited to Named Executive Officers (NEOs) — CEO, CFO, COO, Presidents of CooperSurgical and CooperVision — and does not include Khadder’s base salary or actual bonus paid . As such, base salary and cash compensation details for Khadder are not disclosed in public filings .

Performance Compensation

Khadder participates in the Company’s Annual Incentive Plan (IPP). Corporate Headquarters weighting factors focus on revenue and Non-GAAP EPS, and his FY2023 IPP eligibility was 45% of base salary .

Incentive Component	Metric	Weighting	Target	Actual	Payout	Vesting
Annual IPP (Corporate HQ)	Revenue	50%	Not disclosed	Not disclosed	Not disclosed	Cash; no vesting
Annual IPP (Corporate HQ)	Non-GAAP EPS	25%	Not disclosed	Not disclosed	Not disclosed	Cash; no vesting
Annual IPP (Corporate HQ)	Non-financial goals	25%	Not disclosed	Not disclosed	Not disclosed	Cash; no vesting
Target Bonus % (Eligibility)	Eligibility as % of salary	—	45%	Not disclosed	Not disclosed	—

Notes:

IPP budgets and specific targets are referenced but not detailed in the 8-K (budgets previously provided to Board); actual outcomes for Khadder are not disclosed .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (shares)	Not individually disclosed for Khadder in the beneficial ownership table, which lists directors and NEOs; group total covers all executives as a whole .
Ownership % of outstanding	Not disclosed .
Stock Ownership Guidelines	Executive officers (other than CEO) must maintain stock ownership equal to 2x base salary; must hold 50% of net shares from equity awards until guidelines are met .
Hedging & Pledging Policy	Hedging and speculative trading prohibited; pledging permitted only with prior notice and Company approval .
Compliance Status	Proxy states NEOs were in compliance as of Oct 31, 2024; compliance status for non-NEO executives (incl. Khadder) not disclosed .

Employment Terms

Corporate governance and trading policy: executives are subject to designated trading windows; hedging prohibited; pledging allowed only with Company pre-approval, which mitigates potential selling pressure signals from pledging activity .
Ownership guidelines: 2x base salary for executive officers (other than CEO), with required holding of net shares until compliance; provides long-term alignment incentives for senior executives including the General Counsel .
Change-in-control framework: Company discloses double-trigger provisions and quantified severance economics for NEOs; Khadder is not a NEO and his specific severance or change-in-control terms are not disclosed .
Corporate Secretary duties: Khadder is the designated contact for stockholder proposals and communications, reinforcing his central governance role .

Investment Implications

Alignment: Participation in the IPP with 45% eligibility and Corporate HQ weighting of Revenue/EPS ties a portion of Khadder’s compensation to enterprise financial outcomes, promoting alignment with shareholder value drivers .
Transparency gap: Absence of disclosed base salary, equity grant details, and beneficial ownership for Khadder limits precision in evaluating pay-for-performance, skin-in-the-game, and insider selling pressure; NEO-only disclosure leaves a data gap for retention and incentive calibration at the legal function .
Trading risk controls: Prohibitions on hedging and restrictions on trading windows, plus pre-approval for pledging, reduce governance red flags and potential adverse trading signals from the General Counsel role .
Governance influence: As Corporate Secretary and signatory on SEC filings, Khadder’s role supports information flow and board process discipline; while not a compensation lever, this expands his strategic governance footprint .

Overall, Khadder’s incentives are tied to company-level performance via IPP eligibility and Corporate HQ weighting on Revenue/EPS, but the lack of disclosed equity ownership and severance economics for non-NEO executives constrains a full alignment and retention risk assessment; risk controls around hedging/pledging are supportive of governance quality .