*

Browning West wants its four candidates added to Cooper's

board

*

Hints at proxy fight if company refuses to refresh board

*

Stock price could more than double if better governance

employed, investor says

*

Activist Jana Partners also agitating for change at Cooper

(Changes sourcing in first paragraph. Adds details about

Browning West's desired board members in paragraphs 14 and 15)

By Svea Herbst-Bayliss

NEW YORK, Nov 19 (Reuters) - Investor Browning West

wants Cooper Cos ( COO ) to add four newcomers to its board to

improve the medical device maker's operations and signaled it is

ready to run a proxy contest if the company should balk,

according to a letter sent to the company.

After several meetings with management this year, the hedge

fund is increasing pressure by proposing three industry

executives and one of its partners to join Cooper's board to

correct the current board's perceived lack of expertise in

vision care, manufacturing, and medical devices, two sources

told Reuters before Browning West made the letter public on

Wednesday morning.

"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,"

Browning West's co-founders Usman Nabi and Peter Lee and firm

partner Faraz Athar wrote in the letter to the board.

By implementing their changes, Browning West - which owns

roughly 4% of Cooper - believes the contact lens maker, which is

trading around $72 per share to give a market value of around

$14 billion, could double its stock price in three to four

years, the letter said.

The stock has traded roughly 28% lower in the last 12

months. Browning West's letter blames this decline on Cooper's

lack of strategic focus, misaligned compensation and inadequate

board oversight.

A representative for the company did not immediately respond

to a request for comment.

Cooper makes contact lenses and vision-care products through

its CooperVision segment and provides products and services for

women's health and fertility through CooperSurgical. It is the

largest contact lens business by number of wearers.

SECOND ACTIVIST TO EMERGE

Browning West is the second activist investor to publicly

pressure Cooper for changes in the last four weeks.

Jana Partners is urging Cooper to conduct a comprehensive

strategic review, which could include a sale, improve capital

allocation and make operational improvements.

Browning West is taking a different approach, hoping to

instigate change from internal modifications.

While advocating an initially measured approach, Browning

West also made clear in its letter that it will not tolerate

changes being made to the board or management without

consultation with it first.

Browning West has a history of replacing board members both

with and without proxy fights. Last year, it scored a notable

victory at Gildan Activewear ( GIL ), when the Canadian

activewear maker replaced its entire board with the firm's eight

director candidates.

As a first step at Cooper, Browning West wants the addition

of industry executives Walter Rosebrough, Joseph Papa and Andrew

Pawson as director candidates. Athar, the Browning West partner,

is the fourth director candidate and brings an investor

perspective to the boardroom, the letter said.

Rosebrough was CEO at medical devices business Steris and

Browning West would like him to be the company's next chair and

replace Robert Weiss, Cooper's chair and former CEO.

Papa is a former CEO of Bausch + Lomb, a former chair and

CEO of Bausch Health and a former chair and CEO of Perrigo. And

Pawson was president and general manager of the Global Vision

Care Franchise at Alcon, the world's biggest independent

vision-care company.

The letter added there is "no strategic or financial logic

to operating CooperVision and CooperSurgical under the same

corporate structure," hinting that they too would be open to

exploring strategic alternatives, including a possible sale.