Browning West Delivers Letter to The Cooper Companies Board of Directors

Cooper's Lack of Strategic Focus, Misaligned Incentives, and Inadequate Board Oversight Have Led to Meaningful Underperformance

Current Corporate Structure Obscures Value of Both CooperVision and CooperSurgical; Refocus as a Pure Play Vision Care Company Under a Refreshed Board May Lead to More Than a Doubling of Cooper's Stock Price

Urges Cooper's Board to Appoint Browning West’s Highly Skilled Director Candidates Who Will Improve the Company’s Operating Plans Including Capital Allocation, Overhaul Management Incentives, and Evaluate Strategic Alternatives for CooperSurgical

LOS ANGELES, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Browning West, LP (“Browning West”, “us”, or “we”), an investment management firm that has invested over $500 million in The Cooper Companies, Inc. (NASDAQ: COO) (“Cooper” or the “Company”), today delivered a letter to the Board of Directors of Cooper (the “Board”) and launched a website for shareholders www.CooperInFocus.com.

The full text of the letter follows:

Members of the Board of Directors,

We are writing to you on behalf of Browning West, LP (“Browning West”, “us”, or “we”), an investment management firm that has invested over $500 million in The Cooper Companies, Inc. (“Cooper” or the “Company”). Browning West invests selectively in market leading businesses that have the potential to become value creation case studies. We operate with an owner’s mentality and invest with a five-to-ten-year time horizon. Our stake in Cooper makes us one of the Company’s largest investors.¹

Cooper operates two market leading businesses: CooperVision, the world’s largest contact lens business by number of wearers, and CooperSurgical, which includes the world’s largest fertility medical devices business. These businesses have durable growth tailwinds: half the world, or nearly five billion people, may become myopic by 2050 and one in six people may experience infertility at some point in their lives.²

Despite occupying solid positions in attractive industries with growth tailwinds, Cooper has meaningfully underperformed the S&P 500, S&P 500 Health Care, and S&P 500 Health Care Equipment and Services indices over the past 1, 3, and 5-year periods.³ In our view, Cooper’s (i) lack of strategic focus, (ii) misaligned incentive structure, and (iii) inadequate Board oversight have led to value-destructive capital allocation, flawed execution, and failure to meet financial guidance. From 2019 to 2024, Cooper posted poor operating results: total revenue increased 47% but non-GAAP EPS grew only 20%, less than half the rate of revenue growth, and Free Cash Flow (FCF) declined from $421 million to $288 million.⁴ Cooper’s P/E multiple has collapsed to a decade-low level of 16x.⁵

Browning West believes that urgent change at the Board level is required to refocus and optimize Cooper’s business, restore shareholder confidence, and help Cooper realize its significant long-term potential. Through the course of our research, we have compared notes with some of Cooper’s large and long-tenured shareholders who have also expressed deep concerns about the Company’s poor performance and governance. In addition, while we are encouraged to see another shareholder publicly express that Cooper’s strategy and structure need to be overhauled, we believe the current Board does not possess the required sector expertise, leadership and operational experience, or capital allocation acumen to properly evaluate any strategic alternatives for the Company.

I. Lack of Strategic Focus

In our experience, the best performing companies focus on one business at which they excel and expand only into strategic adjacencies that enhance their competitive advantage. Conversely, we believe unfocused companies inevitably perform poorly and languish. Unfortunately, Cooper currently fits squarely into this category of unfocused companies.

We believe Cooper’s lack of focus has created a culture of complacency at both CooperSurgical, which management recently acknowledged was inefficiently run, and CooperVision.⁶ As one illustration of this point, we estimate that CooperVision’s employee count is significantly higher than that of Johnson & Johnson’s Vision Care segment, a business (including surgical) that generates nearly twice CooperVision’s revenue.⁷ In our view, Cooper’s current structure dilutes management focus and has led to poor execution, evidenced by management’s inability to meet its own guidance. Earlier this year during Cooper’s fiscal Q1 earnings call in March 2025, Cooper’s leadership team stated that “[1% organic growth in CooperSurgical’s Fertility segment] was a blip, and we expect fertility to return to high single-digit to low double-digit growth for the remainder of the year”. Cooper’s Fertility segment subsequently grew only 2% and 3% organically in the two quarters that followed.⁸ In August, Cooper’s share price fell 13% after CooperVision delivered its lowest quarterly organic growth rate over the past decade (outside of COVID) and Cooper’s leadership team lowered organic growth guidance for CooperVision for the second consecutive quarter.⁹

We have studied Cooper extensively and conducted more than one hundred conversations with vision care and fertility industry executives over the past few years. Our diligence, including interviews with Cooper’s management team and former employees, reveals that there is no strategic or financial logic to operating CooperVision and CooperSurgical under the same corporate structure. Despite management’s pursuit of “OneCooper” initiatives, which were intended to improve margins, CooperVision and CooperSurgical have demonstrated no meaningful synergies, and overhead expenses have instead deleveraged since 2019.¹⁰ Cooper’s leadership team has been repeatedly questioned by equity research analysts about its puzzling corporate structure over the past decade, reinforcing that this is a widely held point of confusion by those analyzing the business.¹¹

We firmly believe that Cooper’s future should be as a highly focused pure-play vision care company, which would enable Cooper to reaccelerate and maximize organic growth in its CooperVision business across both its private label and branded contact lens offerings. Accordingly, under a refreshed Board, Cooper should reassess and improve operating plans for both CooperVision and CooperSurgical and thoughtfully evaluate strategic alternatives for CooperSurgical, which we believe may attract strategic and financial sponsor interest for its various segments due to its attractive end-market exposure. We also note that the Company appears to be evaluating a restructuring plan; however, we urge the Company to pause all such efforts until our recommended directors are seated so that any restructuring is appropriately optimized in scope and magnitude.

II. Misaligned Incentive Structure

Cooper’s incentive structure has encouraged what we consider a “growth at all costs” approach and a misallocation of capital because it does not incorporate any FCF or Return on Invested Capital (ROIC) criteria. We believe this flawed incentive structure, without regard for FCF or ROIC, has contributed to a significant destruction of shareholder value. Specifically, this structure incentivized Cooper’s leadership team to invest approximately $4 billion over the past decade in CooperSurgical at a cumulative ROIC of below 5%.¹² Furthermore, in our conversations with the Company, we were surprised that management could not define maintenance versus growth capital expenditure and could not clearly articulate the ROIC on approximately $1.7 billion of capital expenditure invested in CooperVision from 2019 to 2024.

Shareholders also continue to be whipsawed by Cooper management’s stated aspirations versus achieved outcomes. In September 2024, Cooper’s leadership team revealed at a Wall Street conference that Cooper is “very, very focused…[on] free cash flow generation”.¹³ The same month, Cooper’s leadership team sold over $25 million in stock. Cooper’s year-to-date FCF remains below 2019 levels despite a 54% increase in revenue during the same period and the Company has missed its quarterly guidance multiple times this year. Shareholders have suffered a 35% decline in Cooper’s share price since September 2024 while Cooper’s management team has earned tens of millions of dollars in annual compensation.¹⁴

III. Inadequate Board Oversight

Cooper’s Board has rewarded Cooper’s leadership team as it pursued value-destructive acquisitions and misallocated capital, which has led to Cooper’s shares underperforming the S&P 500 by over 100 percentage points in the past five years.¹⁵ The Board lacks critical vision care, manufacturing, and medical device expertise, which we believe impedes the Board’s ability to provide effective oversight of the Company and assess Cooper’s prospective strategy and capital allocation plans, including M&A. Cooper has added five new directors to the Board since 2020 but failed to recruit any executives with vision care experience or medical device public company CEOs with track records of value creation.

Cooper’s Chairman and former CEO Robert Weiss, whom the Board claims is “independent”, is substantially over-tenured having served on Cooper’s Board for nearly three decades. While Cooper’s shareholders have endured dramatic underperformance, Mr. Weiss has sold over $100 million of Cooper stock since 2019.¹⁶ After presiding over several years of value destruction and capital allocation blunders, Cooper’s current Chairman and Board no longer have the mandate to make critical strategic and capital allocation decisions on behalf of shareholders.

Cooper Requires A Refreshed Board To Refocus the Company, Align Incentives With Long-Term Shareholder Value Creation Drivers, And Unleash Cooper’s Full Potential

Despite Cooper’s underperformance, we are optimistic about Cooper’s future, and our sizable investment reflects our conviction in Cooper’s long-term value creation potential. Browning West has significant experience in enhancing corporate governance, recruiting and incentivizing management teams, and optimizing capital allocation. However, before making any critical decisions to determine Cooper’s future, it is essential that the Board first establish the right foundation and leadership. Therefore, we would like to collaborate with you to enact the necessary Board refreshment and have identified four highly qualified director candidates with relevant sector expertise and strong value creation track records to join Cooper’s Board immediately:

Walter (Walt) M. Rosebrough, Jr.: Mr. Rosebrough is CEO Emeritus and Senior Advisor of Steris plc, a $27 billion enterprise value global medical devices business focused on infection prevention products and services. During Mr. Rosebrough’s tenure as CEO from 2007 to 2021, Steris’s stock generated a 10x total return or an 18% annualized return compared with a 10% annualized return for the S&P 500, and the company’s market capitalization increased by over $20 billion. Mr. Rosebrough has an outstanding track record of value creation as a public company CEO and extensive experience in medical device manufacturing, leadership recruitment, M&A integration, and capital allocation.¹⁷ We believe Mr. Rosebrough is eminently qualified to lead Cooper as its next Chairman and recommend that the Board elect Mr. Rosebrough as Mr. Weiss’s successor.
Joseph (Joe) C. Papa: Mr. Papa is the CEO of Emergent BioSolutions, former Chairman and CEO of Bausch + Lomb (“B+L”), former Chairman and CEO of Bausch Health, and former Chairman and CEO of Perrigo. At Perrigo from 2006 to 2015, Mr. Papa generated a 7x total return or a 23% annualized return compared with a 7% annualized return for the S&P 500. Mr. Papa was instrumental in turning around Bausch Health and spinning off B+L, where he led the development and launch of B+L’s first premium, daily disposable Silicone Hydrogel contact lens, Infuse. At Emergent BioSolutions, Mr. Papa has generated a 7x total return in his first 20 months as CEO. Mr. Papa has an outstanding track record of value creation as a public company CEO and extensive experience in vision care, medical device manufacturing, leadership recruitment, M&A integration, and capital allocation.¹⁸
Andrew (Andy) Pawson: Mr. Pawson is the former President and General Manager of the Global Vision Care Franchise of Alcon, the world’s largest independent vision care company. At Alcon, Mr. Pawson led and coordinated functional collaboration across Commercial, R&D, Clinical, Safety, Regulatory, Legal, Manufacturing, and Supply Chain. From 2017 to 2023, Alcon’s contact lens segment grew from $1.8 billion to $2.6 billion in revenue, and Alcon launched several premium contact lens products such as Dailies Total1 and Precision1. Mr. Pawson has extensive experience in vision care, medical device manufacturing, M&A integration, and capital allocation.¹⁹
Faraz Athar: Mr. Athar is a Partner of Browning West and plays a leading role in investment research and capital allocation at Browning West. Mr. Athar previously worked at investment firm Kinetic Partners, private equity firm Hellman & Friedman, and investment banking firm Goldman Sachs. Mr. Athar and the Partners of Browning West bring extensive recruitment and succession expertise, having co-led eight CEO or Chair searches at public companies. As a representative of a shareholder with a large investment and a long-term investment horizon, Mr. Athar will provide a viewpoint that is deeply aligned with the interests of all shareholders.

Browning West believes that each of these individuals will bring an urgently required shareholder-focused perspective and accountability to the Board. We believe that a refreshed Board can drive the critical initiatives required to unlock Cooper’s latent potential and put the Company on a path to doubling its EPS over the next several years with a strong and sustainable growth trajectory. In our view, Cooper’s share price may more than double as the Company’s valuation multiple also improves due to a more focused strategy and upgraded Board. Cooper’s refreshed Board will (i) reassess and improve operating plans including capital allocation at both CooperVision and CooperSurgical, (ii) evaluate strategic alternatives for CooperSurgical, (iii) review Cooper’s organizational structure in light of Cooper’s new focused strategy, and (iv) overhaul Cooper’s incentive structure to align with long-term shareholder return drivers such as ROIC and FCF and focus leadership on driving profitable growth.²⁰

We urge the Board to not make any reactive Board refreshments, leadership changes, or corporate actions including CooperVision or CooperSurgical M&A without consulting us. We are releasing this letter publicly to facilitate an immediate conversation with the Board and Cooper’s shareholders about Cooper’s future. We are available to meet with the Board at your earliest convenience to discuss our views in more detail. While we desire a constructive collaboration with the Board, we are prepared to take our case for change directly to shareholders at the upcoming Annual Meeting of Stockholders.

We look forward to engaging with the Board and our fellow shareholders to chart the right path forward for Cooper.

Sincerely,

Usman S. Nabi
Faraz Athar
Peter M. Lee

Shareholders are invited to visit www.CooperInFocus.com to view Browning West’s letter to Cooper’s Board and other important materials.

Advisors
Olshan Frome Wolosky LLP serves as Browning West’s legal counsel, and Gagnier Communications LLC is acting as its strategic communications advisor.

About Browning West, LP
Browning West is an independent investment partnership based in Los Angeles, California. The partnership employs a concentrated, long-term and fundamental approach to investing and focuses primarily on investments in North America and Western Europe.

Founded in 2019, Browning West seeks to identify and invest in a limited number of high-quality businesses and to hold these investments for multiple years. Backed by a select group of leading foundations, family offices, and university endowments, our unique capital base allows us to focus on long-term value creation at our portfolio companies.

Contacts

Shareholders
Browning West
cooper@browningwest.com
www.CooperInFocus.com

Media
Gagnier Communications
Dan Gagnier & Riyaz Lalani
BrowningWest@gagnierfc.com

Disclaimer for Forward-Looking Information
Certain information in this news release may constitute “forward-looking information” within the meaning of applicable securities legislation. Forward-looking statements and information generally can be identified by the use of forward-looking terminology such as “outlook,” “objective,” “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “plans,” “continue,” or similar expressions suggesting future outcomes or events. Forward-looking information in this news release may include, but is not limited to, statements of Browning West regarding discussions with the Company. Although Browning West believes that the expectations reflected in any such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. Except as required by law, Browning West does not intend to update these forward-looking statements.

____________________¹ Bloomberg.
² Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts).
³ Bloomberg as of November 14, 2025. S&P 500 Total Return over 1Y, 3Y, and 5Y of 15%, 78%, and 102% respectively. S&P 500 Health Care Total Return over 1Y, 3Y, and 5Y of 7%, 20%, and 47% respectively. S&P 500 Health Care Equipment Total Return over 1Y, 3Y, and 5Y of (4)%, 12%, and 31% respectively. Cooper Total Return over 1Y, 3Y, and 5Y of (28)%, (8)%, and (15)% respectively. These Materials compare Cooper’s performance to the corresponding performance of the S&P 500, the S&P 500 Health Care and the S&P 500 Health Care Equipment and Services indices. The S&P 500 index is one of the most commonly used benchmarks for the overall U.S. stock market. This index is a broad based measurement of changes in stock market conditions based on the average performance of 500 widely held stocks representing more than 83% of the total domestic U.S. equity market capitalization. The S&P 500 index is float-adjusted market-cap-weighted; each company's influence on index performance is proportional to its market value. The S&P 500 Health Care index is comprised of the companies included in the S&P 500 that are classified as members of the GICS health care sector. The S&P 500 Health Care Equipment and Services index is comprised of the companies included in the S&P 500 that are classified as members of the health care equipment & supplies sub-sector of the GICS health care sector.
⁴ Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts). 2019 and 2024 reflect Cooper’s fiscal year ending October 2019 and October 2024.
⁵ Bloomberg as of November 14, 2025.
⁶ “That CooperSurgical business is not as efficient as it should be from an OI perspective” Al White, September 2025, Wells Fargo Annual Healthcare Conference.
⁷ Johnson and Johnson, Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts). JNJ Vision Care headcount retrieved from https://www.clearvisionforyou.com/en-us/careers/ (“~10,000 employees”).
⁸ Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts).
⁹ Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts). Bloomberg.
¹⁰ Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts). 2024: CooperVision Selling, General and Administrative (SGA) expenses of 35% of revenue, CooperSurgical SGA expenses of 42% of revenue, Cooper Companies Total SGA of 39% of revenue (Page 48, 2024 Cooper Companies Form 10-K). 2019: CooperVision Selling, General and Administrative (SGA) expenses of 35% of revenue, CooperSurgical SGA expenses of 39% of revenue, Cooper Companies Total SGA of 38% of revenue (Page 57, 2019 Cooper Companies Form 10-K). 2019 revenue of $2,653 million and 2024 revenue of $3,895 million.
¹¹ Cooper Companies Public Filings (Earnings Call and Conference Transcripts).
¹² Cooper Companies Public Filings (Form 10-K, 10-Q, 8-K, Earnings Call Transcripts). Browning West estimates Cooper invested $4 billion across acquisitions and capital expenditure from 2015 to 2024 in CooperSurgical. CooperSurgical’s 2014 operating income of $69 million or $82 million pre-amortization (Page 106, 2014 Cooper Companies Form 10-K). CooperSurgical’s 2024 operating income of $118 million or $291 million pre-amortization (Page 85, 2024 Cooper Companies Form 10-K). Incremental ~$210 million of EBIT on $4 billion of investments, a 5% pre-tax ROIC, or below 5% post-tax ROIC assuming a 15% tax rate.
¹³ Morgan Stanley Healthcare Conference, September 2024, Cooper Companies Conference Transcript.
¹⁴ Bloomberg, Cooper Companies Public Filings. Share price has declined approximately 35% from September 2024 to November 2025.
¹⁵ Bloomberg.
¹⁶ Bloomberg, Cooper Companies Public Filings.
¹⁷ Bloomberg, Steris plc Public Filings.
¹⁸ Bloomberg, Emergent BioSolutions, Bausch + Lomb, Bausch Health, and Perrigo Public Filings.
¹⁹ Alcon Public Filings.
²⁰ Browning West estimates on future earnings potential and valuation multiple for Cooper Companies. Projected performance included in this letter is presented for illustrative purposes only, is hypothetical in nature and is inherently limited. For instance, projected performance is based on the subjective views and assumptions of Browning West which, while made in good faith, may not take into consideration all factors relevant to the analysis. Actual performance may differ materially from such projections based on a variety of factors.