Browning West, LP, a major shareholder in The Cooper Companies ( COO ) , escalated its campaign for change on Monday, issuing a detailed letter to the company's board and launching a website urging shareholders to push for sweeping governance and strategic reforms.

The investment firm argued that Cooper's prolonged underperformance stems from weak oversight, misaligned incentives, and a lack of strategic focus, and urged the board to undergo significant refreshment before advancing any corporate actions.

In the letter, Browning West noted that it has invested more than $500 million in Cooper, making it one of the company's largest shareholders.

Also Read: Activist Investor Seeks Strategic Overhaul At Contact Lens Maker Cooper, Suggests Merger With Bausch + Lomb

The firm said Cooper runs two leading franchises — CooperVision and CooperSurgical — but contends that the company's structure, execution, and capital allocation decisions have prevented it from realizing the full potential of either business.

CooperVision is the world's largest contact lens business by wearer count, while CooperSurgical includes the largest global fertility medical device portfolio. Despite exposure to long-term growth tailwinds such as rising myopia rates and increasing infertility, Browning West said Cooper has underperformed major equity benchmarks over the past one, three, and five years.

The firm cited several performance concerns: revenue climbed 47% from 2019 to 2024, yet non-GAAP EPS grew just 20%, and free cash flow dropped from $421 million to $288 million over the same period. Cooper's price-to-earnings ratio has also fallen to a decade-low multiple.

Browning West pointed to operational underperformance at both CooperVision and CooperSurgical and highlighted what it views as failed attempts to generate synergies between the two divisions.

Cooper's incentive structure has encouraged what Browning West considers a "growth at all costs" approach and a misallocation of capital because it does not incorporate any free cash flow or Return on Invested Capital (ROIC) criteria. In line with this, the firm said the company invested roughly $4 billion into CooperSurgical over the past decade at a cumulative ROIC below 5%.

The firm also asserted that Cooper's board lacks essential medical device and vision care expertise, and said long-tenured leadership has overseen value-destructive decisions. Browning West argued that only a materially refreshed board can properly evaluate strategic alternatives, including potential restructuring and a review of CooperSurgical's future.

Price Action: COO stock was trading lower by 0.72% to $71.63 at last check Thursday.

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