Teresa Madden
COOPER COMPANIESAbout Teresa S. Madden
Independent director since 2020; age 69. Madden is an Audit Committee Financial Expert under SEC rules, with a BS in Accounting (Colorado State University) and an MBA (Regis University). She served as EVP & CFO of Xcel Energy (2011–2016) and brings deep finance, accounting, risk oversight, and public-company audit committee experience to CooperCompanies’ Board . All directors other than the CEO are independent, and the Board maintains separate Chair and CEO roles with an independent Lead Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcel Energy, Inc. | Executive Vice President & Chief Financial Officer | 2011–2016 | Public-company CFO; SEC “Audit Committee Financial Expert” qualifications |
| Xcel Energy (predecessors New Century Energies/Public Service Co. of Colorado) | Controller | Named 2004 (joined Xcel 2003) | Led controllership; strengthened reporting |
| Xcel Energy | VP Finance, Customer & Field Operations | 2003–2004 | Operational finance leadership |
| Rogue Wave Software, Inc. | Controller | 2000–2003 | Software-sector finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enbridge, Inc. | Director | Current | Other current public company board |
| Peabody Energy Corporation | Director | Prior (until 2020) | Prior public board |
Board Governance
| Item | Detail |
|---|---|
| Committee Assignments | Audit Committee Chair; Organization & Compensation Committee member |
| Committee Meetings FY2024 | Audit: 7; OCC: 5; CGNC: 4; Board: 6 |
| Independence | Independent director; Audit Committee Financial Expert |
| Attendance | Each director attended at least 75% of Board/committee meetings; no directors attended the 2024 Annual Meeting |
| Risk Oversight | Audit Committee oversees ERM, treasury/investments, internal audit, related-party review, info security; quarterly cyber updates and annual CIO briefing |
| Governance Practices | Independent committees; majority voting standard; proxy access; executive sessions; no poison pill |
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $50,000 for non-employee directors |
| Committee chair fee | $25,000 Audit Chair (total cash $75,000 for Madden in FY2024) |
| Equity grant (RSUs) | Annual grant on April 1; grant date value $270,000 (Lead Director $283,500; Chairman $297,000); one-year cliff vest; pro-rata on early end of service |
| Madden FY2024 compensation | Fees earned $75,000; Stock awards $270,032; Total $345,032 |
| RSUs granted FY2024 | Madden: 2,721 RSUs (grant date fair value $270,032) |
Performance Compensation
| Metric | Structure |
|---|---|
| Director equity performance linkage | None disclosed for directors; RSU awards are time-based under the 2020 Directors’ Plan (no PSUs/option performance metrics for directors) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | Enbridge, Inc. (current); Peabody Energy (prior until 2020) |
| Compensation committee interlocks | None; OCC explicitly discloses no interlocks or insider participation |
| Service limits policy | Directors limited to two other public-company boards (Board may approve exceptions) |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive CFO and controllership experience; financial statement analysis and operational risk oversight .
- Healthcare/regulated-industry exposure through board and executive roles; risk, governance, and strategic finance capabilities aligned to Cooper’s ERM and audit oversight scope .
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership | 9,288 shares as of Jan 15, 2025 |
| Shares outstanding (Record Date) | 199,956,879 (for % calc) |
| Ownership % of outstanding | ~0.0046% (9,288 ÷ 199,956,879) |
| RSUs outstanding | 2,721 (no options outstanding) |
| Pledging/Hedging | Hedging prohibited; pledging permitted only with prior notice/Company approval |
| Director ownership guideline | 5× annual retainer; all non-employee directors complied as of Oct 31, 2024 |
Governance Assessment
- Strengths: Independent Audit Chair and SEC-qualified Financial Expert; robust audit scope (ERM, cyber, internal controls, related-party policy); quarterly cyber oversight; independent committees; proxy access; majority voting .
- Alignment: Director pay mix is modest cash plus time-based RSUs; ownership guideline at 5× retainer with confirmed compliance supports alignment .
- Conflicts: No related-party transactions requiring disclosure in FY2024; OCC interlocks none; other directorships do not indicate customer/supplier conflicts for Cooper .
- Engagement watchpoint: No directors attended the 2024 Annual Meeting — potential investor relations optics issue if recurring. RED FLAG (engagement) .
- Policies: Strong stock trading policy (anti-hedging; restricted trading windows; controlled pledging) and complaint handling procedures; annual board and committee evaluations using third-party provider .
Overall signal: Madden’s leadership of the Audit Committee and financial expertise bolster board effectiveness in risk, controls, and reporting. Compensation structure and ownership guidelines indicate alignment; absence of RPTs and interlocks reduces conflict risk. Monitor annual-meeting attendance trends and any pledging approvals as potential investor-confidence signals .