CooperCompanies has replaced its CEO, appointed a new executive chairman, and outlined additional board changes following a call by activist investor JANA Partners for sweeping action to address the company’s underperformance.
Weeks after activist investor JANA Partners urged CooperCompanies to immediately begin an external search for a new CEO and appoint a new board chair, the medical device company on Oct. 27 announced a leadership shake-up and planned board changes, saying the moves are intended to bolster operations, improve business performance, and enhance long-term shareholder value.
Albert White III is stepping down immediately as president and CEO and as a member of the board. Walter M. Rosebrough Jr., an independent director who joined the board in January, has been elected executive chair and will assume direct oversight of the company’s day-to-day operations until a permanent CEO is appointed. White will remain with the company as a strategic adviser through April 1, 2027. The search for a permanent CEO is underway.
“I joined CooperCompanies because I believe there is great opportunity in its future,” Rosebrough said. “The company’s recent performance has not met our expectations, and the board believes decisive action is needed to ensure the company reaches its long-term potential.”
Rosebrough added that he would work with the board and management team on priorities to strengthen the company’s foundation for growth and value creation, and acknowledged White’s “leadership and valuable contributions to CooperCompanies throughout his 20 years with the company.”
The leadership changes follow a Sept. 18 announcement by JANA Partners that it had sent a letter to CooperCompanies’ board criticizing the company’s performance and calling for changes to its leadership, governance, and business strategy.
In the Sept. 17 letter, Managing Partner and Portfolio Manager Scott Ostfeld described Cooper’s performance as unacceptable, writing, “Cooper’s chronic underperformance can no longer be tolerated.”
JANA cited what it characterized as problematic financial forecasting, repeated negative surprises, poor capital allocation, and a loss of investor confidence.
The firm also criticized the company’s decision to reduce accountability by removing 2026 segment-level key performance indicators from segment leaders’ incentive plans.
“Cooper is suffering from a crisis of its own creation,” Ostfeld wrote, adding that the company’s assets were trading at a substantial discount to what they could be worth under another owner.
JANA outlined six recommended actions: launch an external CEO search; appoint a new board chair and add directors; revise compensation metrics; evaluate selling fertility and medical device assets; engage potential strategic buyers for CooperVision; and hire a performance improvement consultant to identify cost savings in CooperVision’s manufacturing footprint and supply chain.
The investor also pointed to Cooper’s decision to reduce its CooperVision growth outlook because of what the company described as “inflated” channel inventory and the outcome of a lengthy strategic review of CooperSurgical. JANA said that the company’s capital allocation decisions had failed to generate acceptable returns.
Board changes planned
CooperCompanies also announced additional board changes, including the appointment of Shlomi Nachman as an independent director effective Dec. 8.
Nachman is a former Johnson & Johnson executive with more than 27 years of healthcare experience. Most recently, he served as company group chairman of the Cardiovascular and Specialty Solutions & Vision Group within Johnson & Johnson’s Medical Devices sector, overseeing a portfolio of six medical device businesses, including electrophysiology, neurovascular intervention, ear, nose and throat, breast aesthetics, optometry and ophthalmology.
Three current directors — Barbara Carbone, Colleen Jay, and Robert Weiss — have announced they do not intend to stand for reelection at the company’s 2027 Annual Meeting of Shareholders.
The changes follow the appointments of two independent directors in January and July, which the company said came after constructive engagement with shareholders.
At the 2027 annual meeting, the board plans to nominate seven directors: Paul Keel, Lawrence Kurzius, Cynthia Lucchese, Teresa Madden, Shlomi Nachman, Maria Rivas and Walt Rosebrough.
The company said the smaller board is intended to promote more focused oversight, efficient decision-making and accountability while maintaining an appropriate mix of experience and expertise.
According to CooperCompanies, the proposed seven-member board will include three current or former public company CEOs, two former public company CFOs, a former chief medical officer of a global pharmaceutical company, and a former leader of a global vision business. Four directors have extensive medical device experience.
“These changes reflect the board’s commitment to ensuring we have the appropriate mix of experience and expertise to oversee CooperCompanies’ strategy and support its long-term success,” said Cynthia Lucchese, chair of the Corporate Governance and Nominating Committee.
Lucchese also welcomed Nachman, saying his experience in vision care and medical technology “will be invaluable to CooperCompanies.”
Rosebrough, who brings 40 years of medical device industry experience, including 25 years as a CEO, to his new role, said the revised board composition would better position the company to provide active oversight and pursue long-term value creation.
“Our priorities are clear: identify and onboard the right CEO to lead the company into its next chapter of growth and take additional actions to strengthen our business in order to provide superior products for customers, rewarding work for our people, and superior returns for our shareholders,” he said.
CooperCompanies also reaffirmed the fiscal 2026 guidance it provided Sept. 9.