Robert Weiss

About Robert S. Weiss

Robert S. Weiss is the independent Chairman of the Board of CooperCompanies and has served as a director since 1996. He is 78 and previously served as Cooper’s President (from March 2008) and Chief Executive Officer (from November 2007 until his retirement in May 2018). Earlier roles included President of CooperVision (Mar 2007–Feb 2008), Chief Operating Officer (Jan 2005–Oct 2007), Executive Vice President (Oct 1995–Oct 2007), Chief Financial Officer (Sep 1989–Jan 2005), and Treasurer (1989–Mar 2002). He holds a BS in accounting from the University of Scranton .

Past Roles

External Roles

• No other public company directorships are disclosed for Mr. Weiss in the 2025 Proxy Statement biography .

Board Governance

• Role: Independent Chairman of the Board; the Board separates the Chair and CEO roles and maintains a Lead Independent Director structure .
• Independence: Board affirms Weiss is independent; all committee members are independent .
• Committee assignments (FY2024): Mr. Weiss is not listed as a member of Audit, Corporate Governance & Nominating (CGNC), or Organization & Compensation (OCC) committees. Current memberships:
  • Audit: Teresa S. Madden (Chair), Lawrence E. Kurzius, Cynthia L. Lucchese, Maria Rivas, M.D.
  • CGNC: Cynthia L. Lucchese (Chair), Colleen E. Jay, William A. Kozy, Maria Rivas, M.D.
  • OCC: Colleen E. Jay (Chair), William A. Kozy, Lawrence E. Kurzius, Teresa S. Madden
• Committee activity (FY2024): Audit met 7 times; CGNC met 4 times; OCC met 5 times .
• Attendance: The Board met 6 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. No directors attended the 2024 Annual Meeting (the company has no formal attendance policy) .
• Executive sessions: Non-employee directors hold executive sessions with the Chair or Lead Director presiding .
• Lead Independent Director: William A. Kozy served as Lead Director during FY2024 and is not standing for re-election at the 2025 Annual Meeting; Board size set at seven .
• Board refreshment: Four continuing directors joined within the past five years; six of seven have served less than ten years .

Fixed Compensation

Performance Compensation

• Outstanding as of Oct 31, 2024: RSUs 2,993; Stock options: none .

Other Directorships & Interlocks

• Compensation committee interlocks: None among current or FY2024 OCC members; no cross-board compensation committee interlocks disclosed .
• Related-party transactions: The company determined there were no related-party transactions requiring disclosure in FY2024 (Audit Committee oversees under written policy) .

Expertise & Qualifications

• Deep company and industry knowledge from >40 years at Cooper, including CEO, COO, CFO, and business unit leadership, providing strategic, operational, finance, and policy experience to the Board .
• Education: BS in accounting, University of Scranton .

Equity Ownership

• Director stock ownership guidelines: Non-employee directors must hold company stock valued at 5× the annual retainer; until met, directors must retain 100% of shares from equity awards or option exercises. All non-employee directors were in compliance as of Oct 31, 2024 .
• Hedging/pledging: Directors are prohibited from hedging/speculative transactions; pledging is permitted only with prior notice to and approval from the Company .

Governance Assessment

• Strengths

  • Independent Chair separate from CEO; independent committees and annual elections; robust governance policies (proxy access; no poison pill) .
  • Active committees with clear charters and regular meetings; use of independent compensation consultants (e.g., Compensia) and clawback policy administered by OCC .
  • Strong shareholder support on Say-on-Pay (≈90% For at 2024 Annual Meeting), signaling alignment with investor expectations .
  • No related-party transactions requiring disclosure in FY2024 .
  • Director ownership discipline (5× retainer guideline) with full compliance as of Oct 31, 2024 .

• Watch items / potential red flags

  • Long board tenure: Mr. Weiss has served as a director since 1996, which some investors view as a potential independence/perception risk despite formal independence status; Board emphasizes refreshment broadly .
  • Pledging policy permits pledges with pre-approval; while controlled, allowance for pledging can raise alignment concerns at some institutions .
  • Board/Annual Meeting attendance: While all directors met the 75% meeting attendance threshold, no directors attended the 2024 Annual Meeting (no formal policy), which some may view as an engagement gap .

• Additional context

  • Lead Independent Director transition: Kozy’s planned retirement at the 2025 Annual Meeting may prompt leadership/committee adjustments that investors may monitor .

Overall, Weiss brings unmatched institutional knowledge, finance and operating depth, and independent Board leadership; key governance risks relate to extended tenure and the company’s permissive (approval-based) pledging policy, partially offset by strong committee independence, ownership alignment, and positive Say-on-Pay support .