DEF 14A of Organon & Co., Apr 25, 2025

DEF 14A of Organon & Co.

Filed Apr 25, 2025 · FY20240000950170-25-058795

Open on EDGAR

  1. Our Director Nominees (Page 33)

    Our Director Nominees (Page 33) Our directors possess broad expertise, skills, experience, and perspectives to provide the strong oversight and strategic direction required to govern Organon’s business and strengthen and support senior management. As illustrated by the following charts, our directors consist of individuals with expertise in fields that align with Organon’s business and long-term strategy and reflect the Board’s commitment to diverse perspectives and viewpoints. As previously disclosed in our Current Report on Form 8-K filed on April 15, 2025, our Board approved the appointment of Ramona A. Sequeira, President of the U.S. Business Unit and Global Portfolio Commercialization at Takeda Pharmaceuticals Company (Takeda), to the Board, effective July 1, 2025. Ms. Sequeira, age 59, has over 30 years of pharmaceutical industry experience through her work with Takeda and, prior to that, between 2003 and 2015, with Eli Lilly and Company in roles with increasing responsibility. She is a proven commercial leader with a steadfast commitment to building strategies around the needs of patients and a track record of strong execution across global markets including the USA, Europe and Emerging Markets. She also serves on the board of Edwards Lifesciences Corporation. Because Ms. Sequeira's appointment is not effective until after this Annual Meeting, she is not standing for election at this Annual Meeting and, therefore, is not included in the statistics that are being presented regarding our director nominees. However, we included her biography here to provide our shareholders with a full picture of our Board composition once Ms. Sequeira joins the Board, at which time the size of the Board will automatically increase to 12 directors pursuant to a previously approved Board action. The following chart provides summary information about each director nominee. Detailed information about each individual’s background, skill sets, and areas of expertise can be found beginning on page 33.

  2. Our Director Nominees (Page 33)

    | | | | | | Committee Memberships | | | | | | Name(1) | Age | Director Since | Primary Occupation | Audit | Talent | ESG | PDC | | Directors Standing for Election at the Annual Meeting | | | | | | | | | | | Kevin Ali | | | Chief Executive Officer, Organon & Co. | | | | | | | Carrie S. Cox Chairman of the Board | 67 | 2021 | Former Chief Executive Officer of Humacyte, Inc., former EVP of Schering-Plough and current Chairman of Solventum Corporation and Cartesian Therapeutics, Inc., and a director of Texas Instruments Inc. | | ● | ● | ● | | | Robert Essner* | 77 | 2021 | Executive in Residence and an Adjunct Professor at Columbia Business School, and Former Chairman, Chief Executive Officer and President, Wyeth Pharmaceuticals, Inc. | | | ● | ● | | | Alan Ezekowitz, M.D., Ph.D. | 71 | 2021 | Advisory Partner, Third Rock Ventures, LLC, Former CEO and Co-Founder of Abide Therapeutics, and Former SVP and Franchise Head Merck Research Laboratories | ● | | | ● | | | Helene Gayle, M.D., M.P.H. | 69 | 2021 | President Emerita of Spelman College | | | ● | | | | Rochelle “Shelly” B. Lazarus* | 77 | 2021 | Chairman Emeritus of Ogilvy & Mather | | | ● | | | | Deborah Leone | 60 | 2021 | Former Partner & Chief Operating Officer, Investment Management, Goldman Sachs Group, Inc. | ● | | | | | | Philip Ozuah, M.D., Ph.D. | 62 | 2021 | President and Chief Executive Officer, Montefiore Medicine | | ● | | ● | | | Cynthia M. Patton | 63 | 2021 | General Counsel and Corporate Secretary, Tessera Therapeutics | ● | | | | | | Grace Puma | 62 | 2021 | Former Executive Vice President, Chief Operations Officer, PepsiCo, Inc. | | ● | | | | | Shalini Sharp | 50 | 2021 | Former Executive Vice President and Chief Financial Officer, Ultragenyx Pharmaceutical Inc. | ● | | | ● |

  3. Our Director Nominees (Page 33)

    ● = Committee Chair ● = Committee Member

  4. Our Director Nominees (Page 33)

    | * In 2025, the Board of Directors, upon the recommendation of the ESG Committee, determined that it was in the best interests of the Company and its shareholders to waive the Retirement Age Policy for one year with respect to Mr. Essner and Ms. Lazarus, who have each reached the age of 75 prior to the 2025 Annual Meeting. (1) As disclosed in our Current Report on Form 8-K filed on April 15, 2025, because her appointment is not effective until July 1, 2025, Ramona A. Sequeira is not included in this chart. For details regarding her background and qualifications, please see page 6 of this proxy statement. |

  5. Criteria for Board Membership and Director Nomination Process

    | Integrity | Sound Judgment | Availability | Strong Management | Long-Term Growth | | Be of proven integrity with a record of substantial achievement in an area of relevance to Organon. | Have demonstrated ability and sound judgment that usually will be based on broad experience. | Be able and willing to devote the required amount of time to Organon’s affairs, including attendance at Board meetings, Board committee meetings, and annual shareholder meetings. | Possess a judicious and critical temperament that will enable objective appraisal of management’s plans and programs. | Be committed to building sound, long-term company growth. |

  6. Average Age of Director Nominees

    Average Age of Director Nominees The average age of our director nominees is 65.6 years, with ages ranging from 50 to 77 years old. The median age is 64 years. Shareholder Recommendations of Director Candidates The ESG Committee will consider recommendations for director candidates made by shareholders and will evaluate those individuals using the same criteria applied to other candidates. Shareholder recommendations must be sent to the Office of Corporate Secretary, 30 Hudson Street, Floor 33, Jersey City, New Jersey 07302, and must include detailed background information regarding the recommended candidate that demonstrates how that candidate meets the Board membership criteria. Shareholders may make recommendations at any time within the timeframe specified for shareholder nominations of directors under the advance notice provisions in our Bylaws. Candidates are evaluated initially based on materials submitted by them or on their behalf. If a proposed or recommended candidate continues to be of interest to the ESG Committee, the ESG Committee obtains additional information through inquiries to various sources and, if warranted, interviews the candidate.

  7. Shareholder Engagement and Feedback

    Shareholder Engagement and Feedback Organon regularly communicates with shareholders to better understand their perspectives and has established a shareholder engagement program that is proactive and cross-functional. Throughout the year, our CEO, CFO, members of Investor Relations and the Corporate Secretary Office, as well as other subject-matter experts within Organon, engage with our shareholders to remain well-informed regarding their perspectives on current issues and to address any questions or concerns. These teams serve as liaisons among shareholders, members of senior management, and the Board. We actively engaged with more than two-thirds of our 50 largest shareholders, representing approximately 57% of our common stock outstanding as of December 31, 2024. Some of our largest shareholders publish standards concerning what they expect from their investments and how they plan to vote their shares. We also engaged with our shareholders on various topics relating to our Board governance, executive compensation, environmental safety and product safety. Organon intends to remain engaged with its shareholders through frequent meetings during the year. In these engagements, shareholders expressed continued support for our board composition, compensation program and our ESG report published in August 2024, which were responsive to shareholder feedback. In addition, we enhanced our disclosure within the PSU Performance Metric section of the CD&A (page 64) following direct feedback from proxy advisory firms and our largest shareholders around our 2024 PSU equity award design. Our shareholder engagement program includes outreach focused on governance and executive compensation at least once a year, as well as our business strategy, risk management, human capital management and ESG matters. We believe it is most productive to discuss governance and compensation issues well in advance of our annual meeting of shareholders so management and the Board can gather information about investor perspectives and make educated and deliberate decisions that are balanced and appropriate for Organon’s diverse shareholder base and in the best interest of Organon. We also regularly seek to take advantage of other engagement opportunities and events. Key Topics of Engagement During 2024

  8. 2025 Nominees for Directors

    2025 Nominees for Directors

  9. 2025 Nominees for Directors

    | Kevin Ali Management Age: 64 Director Since: 2021 Committees: None Key Skills: | Experience Since 2021, Mr. Ali has served as the CEO of Organon, with the vision of creating a better and healthier every day for every woman around the world. Mr. Ali has more than three decades of healthcare and commercialization experience from Merck, where he held a number of leadership roles, including President of Merck’s global enterprise portfolio strategy initiative from 2019 to 2021. This work led to the formation of Organon, with Mr. Ali being instrumental in this new company’s design and the selection and placement of its senior leadership team. Prior to that, he was President of Merck’s international business from 2017 to 2019, responsible for commercial markets outside the U.S., which accounted for 96% of the world’s population and over half of Merck’s pharmaceutical revenues. Under Mr. Ali’s leadership, the business was a significant driver of Merck’s growth. Previously, Mr. Ali served as President of the Emerging Markets region where he transformed Merck’s performance in many countries for sustained growth and strength. Earlier in his career at Merck, Mr. Ali was the Managing Director of Germany and Turkey and also led key therapeutic franchises. Mr. Ali received an M.B.A. from Santa Clara University and a bachelor’s degree from the University of California, Berkeley. Mr. Ali brings to the Board significant pharmaceutical and commercial experience and extensive knowledge of the industry’s customers as well as Organon’s core portfolio areas and global operations. Career Highlights Organon & Co. • CEO (2021-present) Merck & Co., Inc., a multinational pharmaceutical company • President, Global Enterprise Portfolio Strategy (2019-2021) • President, Merck Sharp & Dohme Corp. (“MSD”) International (2017-2019) • President, Emerging Markets (2010-2017) • Senior Vice President and General Manager, Bone, Respiratory, Immunology and Dermatology franchise (2009-2011) • Senior Vice President and Managing Director of MSD in Germany (2005-2010) • Managing Director of MSD in Turkey (2003-2005) Other Public Directorships Current • None Former • None |

  10. 2025 Nominees for Directors

    | Carrie S. Cox Independent Age: 67 Director Since: 2021 Committees: Talent (Chair), ESG and PDC Key Skills: | Experience Ms. Cox serves as Chairman of Organon’s Board. Ms. Cox served as the Chief Executive Officer of Humacyte, Inc., a then privately-held regenerative medicine company, between 2010 and 2018; in addition, she served as Chairman of the company’s board between 2013 and 2019, and she remained a member of its board until 2021, prior to its public offering. Ms. Cox served as Executive Vice President of Schering-Plough Corporation and President of Schering-Plough’s global pharmaceutical business between 2003 and 2009, when Schering-Plough merged with Merck. Prior to joining Schering-Plough, Ms. Cox served as President of Pharmacia Corporation’s global pharmaceutical business from 1997 until its merger with Pfizer Inc. in 2003. She also currently serves as Chairman of the boards of directors of Cartesian Therapeutics, Inc. and Solventum Corporation, and as a director of Texas Instruments Inc. She served as chairman of the boards of directors of Selecta Biosciences, Inc. (from 2019 until its merger with Cartesian Therapeutics, Inc. in 2023) and Array BioPharma Inc. (from 2018 until its acquisition by Pfizer Inc. in 2019). She also served on the board of directors of Celgene Corporation from 2009 until its acquisition by Bristol-Myers Squibb Company in 2019, on the board of directors of Cardinal Health Inc. between 2009 and 2023, and as Chairman of the board of directors of electroCore, Inc. between 2018 and 2020. Ms. Cox is a graduate of the Massachusetts College of Pharmacy. Ms. Cox brings to the Board her prior management experience as an executive of a large pharmaceutical company, as well as extensive leadership and corporate governance experience with other large and small biopharma companies. Career Highlights Humacyte, Inc., then a privately-held regenerative medicine company • Chief Executive Officer (2010-2018) • Chairman (2013-2019) Schering-Plough, a global pharmaceutical company • Executive Vice President (2003-2009) • President, global pharmaceutical business (2003-2009) Pharmacia Corporation, a global pharmaceutical and biotechnological company • President, global pharmaceutical business (1997-2003) Other Public Directorships Current • Solventum Corporation (Chairman) (2024-present) • Cartesian Therapeutics, Inc. (Chairman) (2023-present) • Texas Instruments Inc. (2004-present) Former • Selecta Biosciences, Inc. (Chairman) (2019-2023) • Cardinal Health Inc. (2009-2023) • electroCore, Inc. (Chairman) (2018-2020) |

  11. 2025 Nominees for Directors

    | Robert Essner Independent Age: 77 Director Since: 2021 Committees: ESG (Chair) and PDC Key Skills: | Experience Mr. Essner is the former Chairman, Chief Executive Officer and President of Wyeth Pharmaceuticals, Inc., a global pharmaceuticals company, which is now part of Pfizer Inc. Specifically, he served as Wyeth’s Chairman between 2003 and his retirement from Wyeth in 2008, as its Chief Executive Officer between 2001 and 2007, its President between 2000 and 2006, its Chief Operating Officer between 2000 and 2001 and its Executive Vice President between 1997 and 2000. Prior to Wyeth, Mr. Essner spent more than a decade in various senior management positions at Sandoz Pharmaceuticals Corporation, in addition to serving as a Senior Advisor of Global Healthcare for The Carlyle Group Inc., a private equity, alternative asset management and financial services corporation, between 2009 and 2019. He also serves as an Executive in Residence and Adjunct Professor of Business at Columbia Business School, where he teaches courses in healthcare management, and previously served as a director of Amicus Therapeutics Inc. Mr. Essner is a graduate of Miami University and received his master’s degree from the University of Chicago. Mr. Essner brings to the Board extensive industry leadership experience in the pharmaceutical industry. Career Highlights Wyeth Pharmaceuticals, Inc., a global pharmaceuticals company • Chairman (2003-2008) • Chief Executive Officer (2001-2007) • President (2000-2006) • Chief Operating Officer (2000-2001) • Executive Vice President (1997-2000) The Carlyle Group Inc., a private equity, alternative asset management and financial services corporation • Senior Advisor of Global Healthcare (2009-2019) Other Public Directorships Current • None Former • Amicus Therapeutics Inc. (2012-2022) |

  12. 2025 Nominees for Directors

    | Alan Ezekowitz, M.D., Ph.D. Independent Age: 71 Director Since: 2021 Committees: Audit and PDC Key Skills: | Experience Dr. Ezekowitz has been an Advisory Partner at Third Rock Ventures, LLC, a healthcare venture firm, since 2019, and has served as Entrepreneur in Residence at Cardinal Partners, a venture capital firm, since 2011. He also serves as an advisor to Fidelity’s Select Biotechnology Portfolio and as a consultant to H. Lundbeck A/S. Dr. Ezekowitz served as the President and Chief Executive Officer of Abide Therapeutics, Inc., a biopharmaceutical company that he co-founded, between 2011 and 2019, when Abide was acquired by H. Lundbeck A/S. Prior to co-founding Abide, he was a Senior Vice President at Merck Research Laboratories from 2006 to 2011 responsible for the Bone, Respiratory, Immunology, Inflammation, Endocrine and Dermatology franchises. Prior to joining Merck, Dr. Ezekowitz was the Chief of Pediatric Services at Partners Healthcare System, Inc. between 1999 and 2006 and at the Massachusetts General Hospital between 1995 and 2006. He served on the board of directors of Partners Healthcare System, Inc. between 2000 and 2006, and he was the Charles Wilder Professor of Pediatrics at the Harvard Medical School and Head of the Laboratory of Developmental Immunology between 1995 and 2006. He currently serves on the board of directors of Septerna, Inc. and Fulcrum Therapeutics, Inc. In 1998, the R. Alan Ezekowitz Professorship in Pediatrics at the Harvard Medical School was established. Dr. Ezekowitz received his medical training at the University of Cape Town in South Africa and received a Doctor of Philosophy degree from Oxford University. Dr. Ezekowitz brings to the Board scientific and leadership experience in the life sciences industry. Career Highlights Abide Therapeutics, Inc., a biopharmaceutical company • President and Chief Executive Officer (2011-2019) Merck Research Laboratories, Merck’s research and development division • Senior Vice President (2006-2011) Harvard Medical School, a private medical university • Charles Wilder Professor of Pediatrics (1995-2006) • Head of the Laboratory of Developmental Immunology (1995-2006) Massachusetts General Hospital and Partners Healthcare System, Inc. • Chief of Pediatric Services (1999-2006) Other Public Directorships Current • Septerna, Inc. (2024-present) • Fulcrum Therapeutics, Inc. (2016-present) Former • None |

  13. 2025 Nominees for Directors

    | Helene Gayle, M.D., M.P.H. Independent Age: 69 Director Since: 2021 Committees: ESG Key Skills: | Experience Dr. Gayle, an expert on global development, humanitarian, and health issues, was most recently the President of Spelman College in Atlanta, Georgia, the leader in education of women of African descent. Dr. Gayle’s career spans almost forty years dedicated to eradicating inequities in health and wealth. Prior to Spelman, she served as the president and CEO of the Chicago Community Trust (2017-2022), an over 100-year-old community foundation currently focused on closing the racial and ethnic wealth gap in the Chicago region. Dr. Gayle formerly served as the Chief Executive Officer of the McKinsey Social Initiative (2015-2017), a nonprofit organization that implemented programs that bring together varied stakeholders to address complex global social challenges, and, for almost a decade (2006-2015) served as President and Chief Executive Officer of the Cooperative for Assistance and Relief Everywhere (CARE), an international humanitarian and global development organization. From 2001 to 2006, she was an executive in the Global Health program at the Bill & Melinda Gates Foundation. Dr. Gayle began her career in public health at the U.S. Centers for Disease Control in 1984 and held positions of increasing responsibility over her 20-year tenure there, ultimately becoming the director of the National Center for HIV, STD and TB Prevention and achieving the rank of Assistant Surgeon General and Rear Admiral in the United States Public Health Service. In addition to her public health and economic development experience, Dr. Gayle has significant public and nonprofit company governance experience. Dr. Gayle serves on non-profit boards, including the Bill and Melinda Gates Foundation, New America, the Center for Strategic and International Studies and the Brookings Institution. She is a member of the Council on Foreign Relations, the National Academy of Medicine, The American Academy of Arts and Sciences and the American Public Health Association. She served as a director of The Coca-Cola Company from 2013 through 2024 and Palo Alto Networks Inc. from 2021 to 2024. From 2010 through 2021, Dr. Gayle served as a director of Colgate Palmolive Company, and from 2020 through 2022, Dr. Gayle served as a director of GoHealth, Inc. Dr. Gayle received her BA from the Barnard College of Columbia University, her M.D. from the University of Pennsylvania and a master’s in public health from The Johns Hopkins University. Dr. Gayle brings to the Board her immense knowledge of the healthcare industry, government and extensive board experience, as well as many years of leadership experience. Career Highlights Spelman College, a leader in education of women of African descent • President Emerita (2024-present) • President (2022-2024) Chicago Community Trust, an organization dedicated to addressing the region’s most pressing challenges • President and Chief Executive Officer (2017-2022) McKinsey Social Initiative, a non-profit organization that implements programs that bring together varied stakeholders to address complex global social challenges • Chief Executive Officer (2015-2017) Cooperative for Assistance and Relief Everywhere (CARE), an international humanitarian and global development organization • President and Chief Executive Officer (2006-2015) Other Public Directorships Current • None Former • The Coca-Cola Company (2013-2024) • Palo Alto Networks Inc. (2021-2024) • GoHealth, Inc. (2020-2022) • Colgate Palmolive Company (2010-2021) |

  14. 2025 Nominees for Directors

    | Rochelle (“Shelly”) B. Lazarus Independent Age: 77 Director Since: 2021 Committees: ESG Key Skills: | Experience Ms. Lazarus has served as Chairman Emeritus of Ogilvy & Mather, a global advertising and marketing communication company, since 2012. Prior to that, she served as Chairman of Ogilvy & Mather between 2008 and 2012 and as its Chairman and Chief Executive Officer between 1996 and 2008. Prior to becoming its Chief Executive Officer and Chairman, she also served as the President of Ogilvy & Mather Direct North America, Ogilvy & Mather New York, and Ogilvy & Mather North America. She is currently on the board of directors of Blackstone, Inc. and Rockefeller Capital Management. She previously served on the board of directors of General Electric Company between 2000 and 2018 and Merck between 2004 and 2020. Ms. Lazarus is a vice chair and trustee of the New York Presbyterian Hospital, a member of the board of overseers of Columbia Business School, as well as several other charitable and civic organizations. Ms. Lazarus is a graduate of Smith College and received her M.B.A. from Columbia University. Ms. Lazarus brings to the Board her strong background in reputation management and consumer insight. Career Highlights Ogilvy & Mather, a global advertising and marketing communication company • Chairman Emeritus (2012-present) • Chairman (2008-2012) • Chairman and Chief Executive Officer (1996-2008) Other Public Directorships Current • Rockefeller Capital Management (2019-present) • Blackstone, Inc. (2013-present) Former • Merck & Co., Inc. (2004-2020) |

  15. 2025 Nominees for Directors

    | Deborah Leone Independent Age: 60 Director Since: 2021 Committees: Audit Key Skills: | Experience Ms. Leone is a financial expert and retired partner of the Goldman Sachs Group, Inc., a multinational investment bank and financial services company, which she joined in 1989 and where she became partner in 2008. She also served as the Chief Operating Officer for its Investment Management Division (“IMD”) between 2017 and 2019. Prior to that, she served as the Global Director of Internal Audit between 2011 and 2017 and as the Global Controller for IMD between 2008 and 2011. Ms. Leone currently serves on the board of directors of Corebridge Financial, Inc. She also serves as a director of Goldman Sachs Bank USA, the Goldman Sachs Philanthropy Fund, Ayco Charitable Foundation and the Board of Trustees of Syracuse University, where she serves on the Executive Committee and Audit Committee. She is a graduate of Syracuse University and received her M.B.A. from Syracuse University as well. Ms. Leone brings to the Board strategic thinking, regulatory experience, and deep financial and operational expertise. Career Highlights Goldman Sachs Group, Inc., a multinational investment bank and financial services company • Director, Goldman Sachs Philanthropy Fund (2020-present) • Director, Goldman Sachs Bank USA (2017-present) • Partner (2008-2019) • Chief Operating Officer, Investment Management Division (2017-2019) • Global Director of Internal Audit (2011-2017) • Global Controller for IMD (2008-2011) Other Public Directorships Current • Corebridge Financial Inc. (2024-present) Former • None |

  16. 2025 Nominees for Directors

    | Philip Ozuah, M.D., Ph.D. Independent Age: 62 Director Since: 2021 Committees: PDC (Chair) and Talent Key Skills: | Experience Dr. Ozuah is the President and Chief Executive Officer of Montefiore Medicine, the umbrella organization for the Montefiore Health System and Albert Einstein College of Medicine, having previously served as the President from 2018 to 2019 and Executive Vice President and Chief Operating Officer from 2012 to 2018 of Montefiore Health System. Between 2005 and 2014, Dr. Ozuah was Chairman of the Department of Pediatrics and has been a Professor in the Departments of Pediatrics and Epidemiology and Population Health since 1992 at Albert Einstein College of Medicine. He currently serves on the board of directors of The Cigna Group and sits on the American Hospital Association's board of trustees. Dr. Ozuah received his M.D. from the University of Ibadan, Nigeria, his master’s degree from the University of Southern California, and his Ph.D. from the University of Nebraska. He completed his Pediatric Internship and Residency at Albert Einstein College of Medicine and Montefiore, and his Post-Doctoral Fellowship in Medical Education at the University of Southern California School of Medicine. Dr. Ozuah is on the board of Montefiore Hospital, as well as the NYC Police Foundation and Federal Law Enforcement Foundation. Dr. Ozuah brings to the Board his leadership, medical and healthcare experience and health system delivery expertise. Career Highlights Montefiore Medicine, the umbrella organization for the Montefiore Health System and Albert Einstein College of Medicine • President and Chief Executive Officer (2019-present) • President, Montefiore Health System (2018-2019) • Executive Vice President and Chief Operating Officer, Montefiore Health System (2012-2018) Albert Einstein College of Medicine, a private medical university • Professor, Departments of Pediatrics and Epidemiology and Population Health (1992-present) • Chairman of the Department of Pediatrics (2005-2014) Other Public Directorships Current • The Cigna Group (2023-present) Former • None |

  17. 2025 Nominees for Directors

    | Cynthia M. Patton Independent Age: 63 Director Since: 2021 Committees: Audit Key Skills: | Experience Since 2023, Ms. Patton has served as the General Counsel and Corporate Secretary at Tessera Therapeutics, a biotechnology company. Previously, Ms. Patton served as the General Counsel and Secretary at Verily Life Sciences, Alphabet Inc.’s healthtech subsidiary devoted to the study of life sciences between 2020 and 2023. Prior to Verily, between 2005 and 2020, Ms. Patton held positions of increasing responsibility at Amgen Inc., a global biopharmaceutical company, including serving as Senior Vice President, Chief Compliance Officer between 2012 and 2020. While at Amgen, she also served as the chair of the Amgen Foundation. Prior to Amgen, she served as the General Counsel of SCAN Health Plan, a California Health Medicare Advantage Plan. Ms. Patton serves on the board of directors of the NAACP Legal Defense Fund and the Ethics and Compliance Initiative. She also serves on the board of trustees of Vassar College and the National Association for Law Placement Foundation for Law Career Research and Education. Ms. Patton is a graduate of Vassar College and received her J.D. from George Washington University School of Law. Ms. Patton brings to the Board her experience in life sciences and knowledge of data analytics. Career Highlights Tessera Therapeutics, a biotechnology company • General Counsel and Corporate Secretary (2023-present) Verily Life Sciences, Alphabet Inc.’s healthtech subsidiary research organization devoted to the study of life sciences • General Counsel and Secretary (2020-2023) Amgen Inc., a global biopharmaceutical company • Senior Vice President, Chief Compliance Officer (2012-2020) Other Public Directorships Current • None Former • None |

  18. 2025 Nominees for Directors

    | Grace Puma Independent Age: 62 Director Since: 2021 Committees: Talent Key Skills: | Experience Ms. Puma served as the Executive Vice President, Chief Operations Officer at PepsiCo, Inc., a multinational food, snack and beverage corporation, between 2017 and 2022. Previously, Ms. Puma served as the Senior Vice President, Chief Supply Officer at PepsiCo between 2015 and 2017 and as the Senior Vice President and Global Chief Procurement Officer between 2010 and 2015. Prior to PepsiCo, Ms. Puma served as the Senior Vice President, Global Chief Procurement Officer at United Airlines Holdings, Inc. between 2007 and 2010. Before then, Ms. Puma was in positions of increasing responsibility at then-Kraft Foods, Inc. between 1999 and 2007 and then-Motorola, Inc. between 1995 and 1999. Ms. Puma serves as a member of the Board of Directors of Target Corporation and Phillips 66. Ms. Puma served as a director of Williams-Sonoma, Inc. between 2017 and 2020 and as a director of Marietta Corporation between 2010 and 2015. Ms. Puma is a graduate of Illinois Benedictine University. Ms. Puma brings to the Board her operational, global procurement and supply chain knowledge and experiences. Career Highlights PepsiCo, Inc., a multinational food, snack and beverage corporation • Executive Vice President, Chief Operations Officer (2017-2022) • Senior Vice President, Chief Supply Officer (2015-2017) • Senior Vice President, Global Chief Procurement Officer (2010-2015) United Airlines Holdings, Inc., a publicly-traded airline holding company • Senior Vice President, Global Chief Procurement Officer (2007-2010) Other Public Directorships Current • Phillips 66 (2024-present) • Target Corporation (2022-present) Former • Williams-Sonoma, Inc. (2017-2020) |

  19. 2025 Nominees for Directors

    | Shalini Sharp Independent Age: 50 Director Since: 2021 Committees: Audit (Chair) and PDC Key Skills: | Experience Ms. Sharp served as the Executive Vice President and Chief Financial Officer of Ultragenyx Pharmaceutical Inc., a biopharmaceutical company focused on the development and commercialization of therapies for rare genetic diseases, between 2012 and 2020. Prior to joining Ultragenyx, between 2006 and 2012, Ms. Sharp served as the Chief Financial Officer of Agenus Inc., a biotechnology company focused on cancer immunotherapies, where between 2003 and 2006 she served in various finance, corporate development and corporate strategy roles. Ms. Sharp currently serves as a director of Neurocrine Biosciences, Inc., BeiGene, Ltd. and Septerna, Inc. She previously served as a director of Mirati Therapeutics from 2021 until its acquisition by Bristol Myers Squibb in January 2024, Sutro Biopharma, Inc. between 2018 and 2023, then-Panacea Acquisition Corporation between 2020 and February 2021, Precision Biosciences, Inc. between 2018 and 2022, Array BioPharma Inc. between 2017 and 2019 and Agenus Inc. between 2012 and 2018. Ms. Sharp previously served in strategic planning and as chief of staff to the chairman of the board of directors of Elan Pharmaceuticals during the company’s restructuring, and as a management consultant at McKinsey & Company and an investment banker at Goldman Sachs, specializing in healthcare at both companies. Ms. Sharp received her M.B.A. and undergraduate degrees from Harvard University. Ms. Sharp brings to the Board her experience in both managing and leading firms in the biopharmaceutical industry and deep financial expertise. Career Highlights Ultragenyx Pharmaceutical Inc., a biopharmaceutical company focused on therapies for rare genetic diseases • Executive Vice President and Chief Financial Officer (2012-2020) Agenus Inc., a biotechnology company focused on cancer immunotherapies • Chief Financial Officer (2006-2012) Other Public Directorships Current • Septerna, Inc. (2024-present) • Neurocrine Biosciences, Inc. (2020-present) • BeiGene, Ltd. (2024-present) Former • Mirati Therapeutics Inc. (2021-2024) • Sutro Biopharma, Inc. (2018-2023) • TB Alliance (2015-2022) • Precision Biosciences, Inc. (2018-2022) • Panacea Acquisition Corporation (2020-2021) |

  20. Director Compensation

    Director Compensation We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the Board. The Board makes all director compensation determinations after considering the recommendations of the Talent Committee. The Talent Committee engages Korn Ferry, our independent compensation consultant (as described below on page 56), to perform regular periodic reviews of our director compensation program, which includes an analysis of market trends and best practices as well as comparisons against our Compensation Peer Group (as described below on page 56). No changes were made to our 2024 program compared to 2023 design and pay levels, although a Portfolio Development Committee Chair Retainer was approved. The 2024 director compensation program is set forth below.

  21. Director Compensation

    | Elements of 2024 Director Compensation Program | | | | | | | | | | | | Additional Retainers for Committee Leadership | | | | Additional Retainer for Committee Membership | | Annual Retainer Components | Non- Employee Directors | Independent Chairman of the Board Retainer | Audit Committee Chair Retainer(3) | ESG Committee Chair Retainer | Portfolio Development Committee Chair Retainer(4) | Talent Committee Chair Retainer(5) | Audit Committee Member Retainer | | Annual Cash Retainer(1) | $120,000 | $250,000 | $25,000 | $15,000 | $20,000 | $20,000 | $10,000 | | Annual Equity Retainer(2) | $200,000 | — | — | | — | — | — |

  22. Director Compensation

    | (1) Annual cash retainers are payable in quarterly installments to each director. The Independent Chairman of the Board cash retainer includes the Non-Employee Director cash retainer fee of $120,000. | | (2) The Annual equity retainer is delivered in the form of fully vested deferred stock units under the Organon Non-Employee Director Savings Plan (the “Directors’ Deferral Plan”). | | (3) The Audit Committee Chair retainer includes the Audit Committee Member retainer fee in the amount of $10,000. | | (4) The Board established the Portfolio Development Committee in April 2024. | | (5) Ms. Cox does not receive an additional retainer for her services as Talent Committee Chair due to her status as Chairman of the Board. |

  23. Director Compensation

    In December 2024, in consultation with Korn Ferry, the Talent Committee reviewed our director compensation program and recommended certain changes to our director compensation program for 2025 which are described below.

  24. 2025 Changes to the Director Compensation Program

    2025 Changes to the Director Compensation Program In 2024, the Talent Committee reviewed a comprehensive analysis of the Director Compensation program performed by the Talent Committee's compensation consultant, Korn Ferry. After consideration of the results of this review, the following changes were recommended by the Talent Committee and later approved by the Board effective January 1, 2025: • Increase the annual cash retainer for the Chairman of the Board to $270,000, which includes the Non-Employee Director cash retainer fee of $120,000; and • Increase the annual equity retainer to $240,000.

  25. 2024 Director Compensation Table

    2024 Director Compensation Table The table below summarizes the annual compensation for our non-employee directors for the fiscal year ended December 31, 2024. Mr. Ali did not receive any additional compensation for his service as a director in 2024.

  26. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Carrie S. Cox | 250,000 | 200,000 | 450,000 | | Robert Essner | 135,000 | 200,000 | 335,000 | | Alan Ezekowitz, M.D., Ph.D. | 130,000 | 200,000 | 330,000 | | Ma. Fatima de Vera Francisco(2) | 51,333 | — | 51,333 | | Helene Gayle, M.D., M.P.H. | 120,000 | 200,000 | 320,000 | | Shelly B. Lazarus | 120,000 | 200,000 | 320,000 | | Deborah Leone | 130,000 | 200,000 | 330,000 | | Martha E. McGarry(3) | 111,290 | 200,000 | 311,290 | | Philip Ozuah, M.D., Ph.D. | 134,056 | 200,000 | 334,056 | | Cynthia M. Patton | 130,000 | 200,000 | 330,000 | | Grace Puma | 120,000 | 200,000 | 320,000 | | Shalini Sharp | 145,000 | 200,000 | 345,000 |

  27. 2024 Director Compensation Table

    | (1) The amounts reported represent the grant date fair value of deferred stock units granted in 2024, calculated based on the closing stock price on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”) and rounded to the nearest dollar. As of December 31, 2024, Ms. Cox, Ms. Sharp and each of our other current non-employee directors held 49,107, 38,354 and 38,010 fully vested deferred stock units, respectively. | | (2) Ma. Fatima de Vera Francisco did not stand for re-election at the 2024 Annual Meeting. | | (3) Martha E. McGarry resigned from the Board and as a member of the Talent Committee of the Board effective December 4, 2024. |

  28. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers We are pleased to provide our shareholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers (“NEOs”), as disclosed in this proxy statement, including the CD&A, compensation tables and the related narrative discussion, beginning on page 52. This vote is commonly referred to as a say-on-pay vote. For 2024, our compensation program consisted primarily of base salary, Annual Incentive Plan payouts and long-term incentive equity awards. Our CD&A describes our compensation philosophy, elements, and objectives in more detail. We are asking shareholders to indicate their support for the NEO compensation as described in this proxy statement, in accordance with Rule 14a-21 of the Exchange Act. Accordingly, the following resolution will be submitted for approval by shareholders at the Annual Meeting: “Resolved, that the compensation paid to Organon’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby APPROVED on an advisory basis.” The shareholder vote on this resolution will not be binding on management, the Talent Committee or the Board and will not be construed as overruling any decision by management, the Talent Committee or the Board. However, the Board and the Talent Committee value the opinions of our shareholders as expressed through their votes and other communications. We will give careful consideration to the outcome of the say-on-pay vote and to the opinions of our shareholders when making compensation decisions. The Board’s current policy is to hold annual say-on-pay votes, and thus, we expect that we will conduct our next say-on-pay vote following the 2025 Annual Meeting at the 2026 annual meeting of shareholders.

  29. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    | | The Board unanimously recommends that shareholders vote FOR the resolution to approve, on a non-binding advisory basis, the compensation of Organon’s Named Executive Officers. |

  30. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    Below we provide biographical information for each of Organon’s executive officers, other than Mr. Ali, whose biographical information is presented above under 2025 Nominees for Directors.

  31. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    | | | | Juan Camilo Arjona Ferreira, M.D. | Aaron Falcione | | Title: Executive Vice President, Head of Research & Development and Chief Medical Officer Executive Since: 2024 Age: 55 | Title: Executive Vice President and Chief Human Resources Officer Executive Since: 2021 Age: 54 | | Dr. Arjona Ferreira leads Organon Research & Development, which includes early and late stage development, Global Pharmacovigilance and Safety Science, Medical Affairs and Outcomes Research, Global Regulatory Affairs, and R&D Strategic Planning. Dr. Arjona Ferreira is responsible for strategy and execution of the company’s clinical development plans, helping ensure patient safety, and strategy of medical, scientific and regulatory activities in support of product commercialization. He provides the medical and scientific perspective that informs science-based corporate internal and external discussions and decisions. Dr. Arjona Ferreira has over 20 years of experience in clinical research and development. Most recently, he was Chief Medical Officer of Myovant Sciences Inc., a biopharmaceutical company, where he provided strategic direction and execution oversight to the global development team. Previously, he was Senior Vice President of clinical development at Shionogi Inc., a pharmaceutical manufacturer, where he led the development of clinical and regulatory strategies and provided execution oversight for late-stage development programs. Prior to Shionogi, Dr. Arjona Ferreira was the Executive Director of Clinical Research in Women’s Health at Merck and led the product development teams for all programs in contraception and women’s health. Dr. Arjona Ferreira received his medical and specialist in obstetrics and gynecology degrees from Colegio Mayor del Rosario (Bogota D.C., Colombia). | Mr. Falcione is focused on building a “culture-first” company that attracts the best talent, fosters an environment where all employees have a sense of belonging and can wholeheartedly embrace Organon’s values. Mr. Falcione leads a team of Human Resources professionals around the world who are responsible for all aspects of the Organon employee experience, including performance and change management, succession planning, learning and development, and compensation and benefits. Most recently, from 2018 until he joined Organon, Mr. Falcione served as Vice President, Human Resources at Merck, a multinational pharmaceutical company, with global responsibility for the commercial organization. He previously led Human Resources for the company’s emerging markets from 2014 to 2017 and then all markets outside the United States from 2017 to 2018. Prior to Merck, Mr. Falcione worked as Vice President of Human Resources for Siemens AG and served in roles of increasing responsibility within PricewaterhouseCoopers’ mergers and acquisitions services practice. Mr. Falcione received a master’s degree in industrial psychology from Kent State University and a bachelor’s degree from University of Maryland. |

  32. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    | | | | Daniel Karp | Joseph Morrissey | | Title: Executive Vice President, Corporate Development Executive Since: 2024 Age: 47 | Title: Executive Vice President and Head of Manufacturing & Supply Executive Since: 2021 Age: 60 | | Mr. Karp leads our global corporate development team, which includes mergers & acquisitions, licensing, collaborations, alliance management, and integration. Under his leadership, the team evaluates external opportunities and executes business development transactions. These deals drive growth and accelerate Organon’s strategy by building the company’s pipeline and portfolio. Prior to joining Organon, Mr. Karp served as Executive Vice President, Corporate Development at Biogen, a global biopharmaceutical company. Previously, he held a number of positions of increasing responsibility at Pfizer, a global pharmaceutical and biotechnology company, including VP, Head of BD for Worldwide Research & Development, and VP, Head of BD for Pfizer Vaccines, Oncology and Consumer Healthcare. Throughout his career, Mr. Karp and his teams have executed M&A and collaboration deals totaling over $80B in potential value. Most importantly, these transactions have brought new drugs, gene therapies, vaccines, devices, and technologies closer to the patients who need them. Earlier in his career, Mr. Karp held roles in healthcare and life sciences strategy consulting. Mr. Karp received a B.S. in biology from Duke University and an M.B.A. from the Wharton School of the University of Pennsylvania. Currently, he serves as Director on the board of Cartesian Growth Corp II and previously served on the board of Cartesian Growth Corp, which combined with Tiedemann Group and Alvarium Investments. | Mr. Morrissey is responsible for Organon’s global manufacturing and supply chain capabilities leading the company to deliver the medicines and solutions that make it a healthier every day around the world. In his role, Mr. Morrissey helps ensure cross-functional coordination to drive uninterrupted, compliant and timely supply of Organon’s diverse portfolio, with products that reach people in more than 140 markets around the world. Mr. Morrissey came to Organon from Merck, a multinational pharmaceutical company, where he spent more than 30 years of his career. From 2017 until the spinoff, Mr. Morrissey served as Senior Vice President of Merck’s Animal Health Global Manufacturing and Supply, and from 2014 to 2016 as Senior Vice President and leader of Global Human Health Pharmaceutical Manufacturing. Mr. Morrissey received an M.B.A. from Villanova University and a bachelor’s degree in engineering from Lafayette College. |

  33. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    | | | | Vittorio Nisita | Rachel Stahler | | Title: Executive Vice President and Head of Enterprise Services & Solutions Executive Since: 2021 Age: 57 | Title: Executive Vice President and Chief Digital & Growth Officer Executive Since: 2021 Age: 49 | | Mr. Nisita is responsible for Organon’s Global Enterprise Services & Solutions, which focuses on driving an operating model for the company that continually enhances agility, efficiency, quality and innovation. Mr. Nisita leads a team that provides integrated governance and business practices for all shared services, both transactional and knowledge intensive, to create a learning organization and best-in-class experiences for employees and customers. Most recently, from 2017, Mr. Nisita was the Vice President of Commercial Operations for international business of Merck, a multinational pharmaceutical company. In this role, he provided support to country teams across several capability areas, including strategy development, digital transformation, and sales and marketing operations and excellence. His nearly two-decade career at Merck includes leadership roles in emerging markets, corporate strategy and global operational excellence. Prior to joining Merck, Mr. Nisita worked for McKinsey & Co., supporting clients in the telecommunications and banking industries, and also led engineering and manufacturing operations at Kimberly Clark Corporation and Georgia-Pacific. Mr. Nisita received an M.B.A. from the Kellogg School of Management at Northwestern University and a bachelor’s degree in mechanical engineering from the University of Minnesota. | Ms. Stahler leads an integrated team comprised of digital and commercial strategy, data & analytics, AI and automation, market access, pricing, international policy, customer engagement solutions, digital excellence and enterprise technology strategy and services, powering Organon's growth thorough innovative, global commercial strategies combined with next generation digital capabilities. Ms. Stahler joined Organon with two decades of global technology experience in the healthcare industry and a passion for bringing new medicines and solutions to patients in need. Most recently, from 2021 to 2024, Ms. Stahler led business technology, driving digital capabilities across all aspects of Organon’s strategy to build value for the company’s offerings and customers. Prior to joining Organon, from 2019 to 2020, Ms. Stahler served as CIO at Allergan plc, a global pharmaceutical company. Previously, Ms. Stahler held CIO positions at Syneos Health (from 2017 to 2019), inVentiv Health (from 2014 to 2017) and Optimer Pharmaceuticals (from 2011 to 2014). Earlier in her career, she held senior technology roles at Pfizer. She received an M.B.A. from Columbia University and an undergraduate degree from the University of Pennsylvania. |

  34. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    | | | | Matthew Walsh | Kirke Weaver | | Title: Executive Vice President and Chief Financial Officer Executive Since: 2021 Age: 58 | Title: Executive Vice President, General Counsel and Corporate Secretary Executive Since: 2023 Age: 52 | | Mr. Walsh is responsible for the development and execution of Organon’s financial strategy. He is focused on driving profitability and shareholder value and ensuring the highest standard of financial integrity for Organon so it can reach its vision of becoming a leading women’s health company. Over his career, Mr. Walsh has served in several public companies as the CFO and in related roles. Before joining Organon, Mr. Walsh was the Executive Vice President and CFO at Allergan plc, a global pharmaceutical company, from 2018 to 2020, and Catalent, Inc., a global provider of delivery technologies, development, and manufacturing solutions for drugs, biologics, cell and gene therapies, and consumer health products from 2008 to 2018, as Senior Vice President from 2008 to 2012 and Executive Vice President from 2012 to 2018. Previously, he held finance and leadership positions at Escala Group and GenTek. Mr. Walsh has also served in corporate development and other roles in the chemical and banking industries. Mr. Walsh is a CFA® Charterholder. Since 2020, he has served on the board of directors and as Chair of the Audit Committee of Certara, Inc., a provider of software and consulting services to the life sciences industry, and previously was a board member of Multicolor Corporation, a label solutions provider. Mr. Walsh received an M.B.A. and bachelor’s degree in chemical engineering from Cornell University. | Mr. Weaver serves as the senior legal adviser responsible for the company’s worldwide legal affairs, compliance, ESG and sustainability, and global environmental, health and safety functions. Prior to his appointment as General Counsel and Corporate Secretary, Mr. Weaver served as Senior Vice President, Commercial, Regulatory, Securities, Employment and Deputy Corporate Secretary at Organon. He was critical to launching Organon as a standalone company in June 2021, as a senior member of the legal leadership team. Before joining Organon, Mr. Weaver was the Vice President for Regulatory Legal at Merck, a multinational pharmaceutical company. Over his 18-year career at Merck, he developed a deep expertise in the pharmaceutical industry and held positions of increasing responsibility counseling the business in areas such as litigation, regulatory, commercial, and compliance. Mr. Weaver also led the Customer Alliances & Innovation group to develop and commercialize new software tools to support medication adherence. Mr. Weaver holds a J.D. from the Yale Law School and a Bachelor of Arts in history and government from the College of William and Mary. |

  35. Proposal 2 Approval, on a Non-Binding Advisory Basis, of the Compensation of Organon’s Named Executive Officers

    | Table of Contents | Page | | | | 52 | Executive Summary | | | 52 | 2024 Performance Highlights | | | 53 | Our Named Executive Officers | | | 53 | Compensation Philosophy, Policies and Practices | | | 54 | Executive Compensation Practices | | | 54 | Overview of Pay Elements | | | 55 | How Compensation Decisions Are Made | | | 58 | Elements of 2024 Compensation Program | | | 61 | 2024 Company Scorecard | | | 70 | Talent Committee Report |

  36. Executive Summary

    Executive Summary We delivered strong revenue performance in 2024, achieving 3% year-over-year growth in revenue on a constant currency basis. Full year adjusted EBITDA margin was 30.6%. In the context of our Annual Incentive Plan (“AIP”), these financial results (see page 62 for the AIP adjustment), in conjunction with strong execution of our non-financial organizational priorities resulted in a 134% payout. Our organizational priorities are established by our management team at the beginning of each year and are further described on page 62. For 2024, our compensation program consisted primarily of base salary, AIP, and long-term incentive (“LTI”) equity awards. Our 2021 and 2022 performance share unit (“PSU”) awards vested based on actual performance results against pre-set goals, yielding payouts of 50.87% and 58.75% of the target, respectively. See “2021 PSUs" and "2022 PSUs" on page 65 for additional information on the 2021 and 2022 PSU achievements and payouts. As a recently independent company, we expect our executive compensation philosophy, program and approach to setting compensation to continue to evolve as our business matures in alignment with our long-term strategy and the unique characteristics of our company.

  37. Our Named Executive Officers

    | * Effective January 15, 2025, Ms. Fiedler ceased serving as Organon’s Executive Vice President and Chief Commercial Officer. Ms. Fiedler will serve as a senior advisor to Organon until her separation from employment with Organon on April 30, 2025 (which constitutes a termination without cause under the Executive Severance Program). See “Susanne Fiedler Separation Agreement” in the Potential Payments Upon Termination or Change in Control section below for additional information regarding her departure. |

  38. Compensation Philosophy, Policies and Practices

    Compensation Philosophy, Policies and Practices Organon’s executive compensation program is designed with our governance principles and compensation philosophy in mind. We believe in providing a market-competitive target compensation opportunity to our executives, delivered through a mix of base salary, short-term and long-term incentives. Our compensation levels are reviewed against a peer group that was established based on revenue size and business comparability in order to balance competitiveness with good pay governance practices (see page 56 for more details about our peer groups). Our LTI mix is designed to balance risk with the potential for capital accumulation to align with shareholder interests, through a combination of non-qualified stock options (“NQSOs”), time-based restricted stock units (“RSUs”) and performance share units (“PSUs”). A meaningful portion of each NEO's pay is at-risk, with more than 60% of target compensation tied to performance-based incentives (consisting of compensation allocated to the AIP, PSUs, and NQSOs). See page 58 for more details about our 2024 elements of compensation.

  39. Executive Compensation Practices

    | | We Do | | | | ✓ | Benchmark compensation levels using an established peer group | | | ✓ | Provide target compensation opportunities generally commensurate with the median of our peer group, with actual target compensation amounts varying based on individual NEOs’ circumstances (primarily proficiency in role) | | | ✓ | Impose maximum limits on payouts on short- and long-term incentives | | | ✓ | Utilize an independent compensation consultant that reports directly to the Talent Committee | | | ✓ | Require executive officers to retain a portion of vested equity awards until stock ownership guidelines are met | | | ✓ | Maintain robust clawback policies that go beyond minimum legal requirements and allow us to seek reimbursement of incentive compensation (including time-based equity awards) under certain circumstances | | | ✓ | Require double-trigger vesting of equity awards in the event of a change in control | | | We Don’t | | | | ✗ | Provide change in control tax gross-ups | | | ✗ | Offer excessive severance benefits | | | ✗ | Guarantee bonus payments | | | ✗ | Pay dividends or dividend equivalents on unearned RSUs or PSUs | | | ✗ | Allow repricing of underwater stock options under our long-term incentive plan without shareholder approval | | | ✗ | Allow hedging, pledging or short sales of our securities by directors or specified key employees, including each of our Section 16 officers |

  40. Overview of Pay Elements

    | Pay Element | Form and Performance Metric | Objective | | Base Salary | Fixed amount of cash payment | Attract and retain NEOs by offering competitive base salaries based on market practices and each NEO’s position, responsibilities, proficiency and performance | | AIP | Cash payment which varies based on achievement of: • Constant Current Revenue (40%) • Adjusted EBITDA (40%) • Organizational Health Priorities (20%) | Emphasize and reward the achievement of critical annual financial and strategic objectives | | LTI | 50% PSUs which vest based on the achievement of: • Three-Year Cumulative Free Cash Flow (50%), • Three-Year Cumulative Constant Currency Revenue (25%) With a Two-Year Cumulative Adjusted EBITDA threshold required for any payout on these two components, and • Three-Year Relative TSR (25%) 25% RSUs, the value of which depend on our stock price performance 25% NQSOs, which are only valuable if our stock price increases following the grant date | Motivate and reward the achievement of long-term financial goals and the delivery sustained shareholder value Align the interests of our NEOs with shareholders to incentivize the creation of long-term shareholder value |

  41. How Compensation Decisions Are Made

    How Compensation Decisions Are Made Shareholder Engagement and Results of 2024 Say on Pay Vote We have established a robust shareholder outreach program, allowing our shareholders to discuss a variety of topics with us, including executive compensation (see page 28 for more details about our shareholder engagement program). At the 2024 Annual Shareholder Meeting, approximately 84% of the say-on-pay votes cast were in favor of our NEOs’ compensation. Given the continued support of our shareholders, the Talent Committee did not make any changes to the program specifically based on these results, except for adjustments to our compensation peer group to recalibrate the median revenue size. See the Compensation Peer Group section on page 56 for details. We expect that our executive compensation philosophy, policies and practices for setting compensation will continue to evolve as our business matures. Role of the Committee The Talent Committee has overall responsibility for the design of our executive compensation program, which is intended to support our executive compensation philosophy and objectives, align executive pay with shareholder interests and promote our ongoing business strategy. In the last quarter of each year, the Talent Committee reviews and discusses the Board’s evaluation of the CEO performance and makes preliminary recommendations for his base salary, annual incentive and LTI equity compensation for the following year. The Chairman of the Talent Committee discusses those recommendations with the independent Directors of the Board for their approval. The Talent Committee reviews and approves the compensation for our other executive officers at the committee’s meeting during the first quarter of each year. For additional details on the role of the Talent Committee in determining executive compensation, please refer to the Corporate Governance section of this proxy statement. Role of the Chief Executive Officer The CEO reviews and discusses the performance and proficiency of each executive officer (excluding himself) and provides the Talent Committee with compensation recommendations considering the market insights provided by Korn Ferry, the committee's independent compensation consultant (as described below). The Talent Committee approves all compensation changes for our executive officers and recommends the compensation of our CEO to the independent Directors of the Board. Role of Independent Compensation Consultant The Talent Committee retains the services of an independent compensation consultant to serve as an objective third-party advisor on the reasonableness of compensation levels and on the appropriateness of the compensation program structure in supporting our business strategy and human resource objectives. In 2024, the Talent Committee continued to retain Korn Ferry as its compensation consultant. With respect to 2024 compensation decisions, Korn Ferry advised the Talent Committee on the design of the 2024 compensation program, market trends and regulatory developments with respect to executive compensation. Korn Ferry is retained by and reports directly to the Talent Committee and, at the request of the Talent Committee, participates in committee meetings. In addition to the services provided to the Talent Committee, Korn Ferry provided consulting services to Organon in support of its performance and talent management strategies in 2024. Fees paid to Korn Ferry for 2024 services included (i) $190,000 for executive and director compensation consulting services, and (ii) $221,437 for such other consulting services. The decision to engage Korn Ferry for such additional consulting, services was recommended by management, and the Talent Committee approved such engagement. The Talent Committee reviewed the independence of Korn Ferry under NYSE and SEC rules and concluded that Korn Ferry is independent, and the work of Korn Ferry, including these additional services, has not raised any conflict of interest. During 2024, Frederic W. Cook & Co. Inc. ("FW Cook") was also engaged by management to provide certain compensation design consulting services. FW Cook attended one meeting during 2024 to support a management-led discussion on incentive plan design, but they did not recommend the amount or form of executive compensation to the Talent Committee. Peer Group Framework and Methodology The Talent Committee utilizes a compensation peer group to evaluate target compensation decisions (the “Compensation Peer Group”), and a separate performance peer group to measure Organon’s relative total shareholder return (“TSR”) performance for purposes of the PSU portion of our LTI awards. The Talent Committee believes that establishing separate peer groups for the purposes of benchmarking compensation levels and measuring relative performance best supports our ability to understand competitive pay levels compared to companies of a similar size and with whom we compete for talent, while also measuring our performance relative to a broader set of industry peers that better represents the evolution of our business over time. Compensation Peer Group The Compensation Peer Group is composed of a robust set of healthcare companies with comparable business characteristics, models and revenue for the purposes of reviewing compensation. In selecting companies for the Compensation Peer Group, the Talent Committee considered the following selection criteria based on the recommendations of Korn Ferry: • Domestic, publicly-traded company; • Similar size in terms of revenue and cost characteristics (revenues 0.5x to 3.0x Organon's revenue, low R&D expense, and stable profit margins); Member of the healthcare industry, with a focus on: Pharmaceuticals; Biotechnology and Life Science; Healthcare Technology; Healthcare Services; and Healthcare Equipment and Supplies; and • Similar business characteristics: Women’s Health Oriented/Gynecology; Portfolio of Services; Biosimilars/Biologics; Purpose Driven; and Innovative Growth Mindset. Based on the above selection criteria and considering the recommendations of Korn Ferry, the Talent Committee approved the following peer companies used to evaluate 2024 compensation decisions:

  42. How Compensation Decisions Are Made

    | 2024 Compensation Peer Group | | | | Agilent Technologies, Inc. | Catalent, Inc. | Regeneron Pharmaceuticals, Inc. | | Avantor, Inc. | Edwards Lifesciences Corporation | Revvity, Inc. (formerly PerkinElmer Inc.) | | Bausch Health Companies Inc. | Elanco Animal Health Incorporated | Vertex Pharmaceuticals Incorporated | | Baxter International Inc. | Hologic, Inc. | Viatris Inc. | | Becton, Dickinson and Company | Intuitive Surgical, Inc. | Zoetis Inc. | | Biogen Inc. | IQVIA Holdings Inc. | | | Boston Scientific Corporation | Perrigo Company plc | |

  43. How Compensation Decisions Are Made

    In 2023, Danaher Corporation was removed from our 2024 Compensation Peer Group due to its larger revenue size relative to Organon. In 2024, Becton, Dickinson and Company was removed from our 2025 Compensation Peer Group, and Jazz Pharmaceuticals Plc and Incyte Corporation were added to further recalibrate the median revenue size of the peer group for better alignment with Organon's size while maintaining a stable number of companies in our peer group. The Talent Committee believes that compensation decisions are complex and require an in-depth review of Organon's performance and peer compensation levels. Other factors that may influence the amount of targeted compensation awarded may include market competition for a particular position, an individual’s possession of a unique skill or knowledge set, proven leadership capabilities, or experience. Due to the limited availability of compensation data for our peers, the Talent Committee also reviewed survey data drawn from a custom cut of the companies in the Compensation Peer Group. Performance Peer Group The Talent Committee utilizes a second peer group to measure Organon’s relative TSR, which is a metric in the PSU program. This peer group is comprised of the constituent companies of the NYSE Arca Pharmaceutical Index (subject to adjustment as necessary during the performance period). The Talent Committee chose this index because it believes that using a comparator group that is based on a broader set of industry peers, regardless of size, will better represent the evolution of our business over time.

  44. Kevin Ali, Chief Executive Officer

    | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $1,250 | 150% | $1,875 | $11,000 | $5,500 | $2,750 | $2,750 | $14,125 |

  45. Matthew Walsh, Executive Vice President and Chief Financial Officer

    | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $900 | 80% | $720 | $3,400 | $1,700 | $850 | $850 | $5,020 |

  46. Juan Camilo Arjona Ferreira, M.D., Executive Vice President, Head of Research & Development and Chief Medical Officer

    | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $650 | 80% | $520 | $2,000 | $1,000 | $500 | $500 | $3,170 |

  47. Juan Camilo Arjona Ferreira, M.D., Executive Vice President, Head of Research & Development and Chief Medical Officer

    | | Base Salary* | AIP Target* | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $738 | 80% | $591 | $2,200 | $1,100 | $550 | $550 | $3,526 |

  48. Joseph Morrissey, Executive Vice President and Head of Manufacturing and Supply

    | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $750 | 80% | $600 | $2,200 | $1,100 | $550 | $550 | $3,550 |

  49. Joseph Morrissey, Executive Vice President and Head of Manufacturing and Supply

    Base Salary The tables above set forth the 2024 annual base salary levels for each of our NEOs. The base salaries for each of the NEOs other than Dr. Arjona Ferreira remained unchanged compared to 2023 levels. The Talent Committee (and in the case of the CEO, the Talent Committee and full Board) decided to maintain compensation levels for 2024 pending anticipated restructuring initiatives related to the ongoing optimization of our internal operations. These initiatives are further described in our Form 10-K for the fiscal year ended December 31, 2024. Dr. Arjona Ferreira received an increase in his base salary due to his promotion to Head of Research and Development and Chief Medical Officer effective January 1, 2024. Annual Cash Incentive Each of the NEOs was designated as a participant in the 2024 AIP. AIP awards are earned based upon achievement of company performance measures set forth in a performance scorecard (the “Company Scorecard”). The tables above reflect each NEOs’ 2024 annual incentive target, as a percentage of base salary. The target annual incentive for each NEO was unchanged from 2023 to 2024, with the exception of Dr. Arjona Ferreira who received an increase in AIP target due to his promotion to Head of Research & Development and Chief Medical Officer effective January 1, 2024. Our Company Scorecard establishes a set of common financial and non-financial (organizational health) goals for our NEOs and other AIP-eligible employees. The 2024 AIP Company Scorecard included the following metrics, weighted as indicated below:

  50. Joseph Morrissey, Executive Vice President and Head of Manufacturing and Supply

    Our financial metrics — Revenue and Adjusted EBITDA — were equally weighted at 40% based on the Talent Committee’s belief that they are the key financial measures of our success during the year. The organizational health priorities were collectively weighted at 20% and are designed to focus management on advancing critical management priorities that support the execution of our long-term strategy. The performance ranges and corresponding payout levels for Revenue and Adjusted EBITDA were established based on the Company’s Board-approved financial plan for 2024 and were intended to balance the reasonableness of the goals with an appropriate amount of stretch performance required to reach a maximum payout. Each financial component has a payout range of 25% to 200% from threshold to maximum performance. Failure to achieve threshold performance on any financial metric would result in no payout for that metric. The Talent Committee has approved a framework that can be used to make adjustments to our GAAP reported revenue and EBITDA financial measures to arrive at the non-GAAP Revenue and Adjusted EBITDA measures used for the purpose of our 2024 AIP. These adjustments were made to remove the impact of currency exchange rates and certain business development items, as further described below. The 2024 Company Scorecard structure and results are as follows:

  51. 2024 Company Scorecard

    | 2024 AIP Payout | | | | | | | | | | Threshold | Target | Max | Actual* | Weighting | Score | Weighted Average Score | | Metric | ($B) | ($B) | ($B) | ($B) | (%) | (%) | (%) | | Revenue | 5.968 | 6.417 | 6.610 | 6.497 | 40 | 120.8 | 48 | | Adjusted EBITDA | 1.849 | 2.054 | 2.198 | 2.109 | 40 | 119.0 | 48 | | Organizational Health Priorities | | | | | 20 | 190.0 | 38 | | Overall Payout | | | | | | | 134** |

  52. 2024 Company Scorecard

    | + | Maintained above median overall employee engagement score against benchmark. | | + | Completed the launch of our enterprise resource planning system ahead of schedule, prior to September 30, 2024. | | + | Continued progress toward full operational independence from our former parent company through the successful exits of 90 transition service agreements during 2024 (compared to a target exit from 80 transition service agreements). |

  53. 2024 Company Scorecard

    | Named Executive Officer | Base Salary ($) | Annual Incentive Target (%) | Annual Incentive Target ($) | Company Scorecard Results (%) | Final Award ($) | | Kevin Ali | 1,250,000 | 150 | 1,875,000 | 134 | 2,512,500 | | | - | | | | | | Matthew Walsh | 900,000 | 80 | 720,000 | 134 | 964,800 | | Juan Camilo Arjona Ferreira, M.D. | 650,000 | 80 | 520,000 | 134 | 696,800 | | Susanne Fiedler* | 738,340 | 80 | 590,672 | 134 | 791,500 | | Joseph Morrissey | 750,000 | 80 | 600,000 | 134 | 804,000 |

  54. 2024 Company Scorecard

    Long-Term Equity Incentives Our LTI awards are designed to provide a compensation link to long-term shareholder value. The tables beginning on page 58 set forth the 2024 annual target LTI awards for each of our NEOs. The 2024 LTI award values reflect the positioning of TTDC relative to the competitive market as well as considerations regarding internal pay equity and each individual NEO’s performance and duties. As shown on page 58, in accordance with our compensation philosophy, a significant portion of each NEO’s TTDC is delivered in the form of equity incentives to directly align NEOs with shareholder interests. Pursuant to such review and compensation philosophy, the Talent Committee did not make any changes to target LTI levels in 2024 for our NEOs, with the exception of Dr. Arjona Ferreira due to his promotion to Head of Research & Development and Chief Medical Officer effective January 1, 2024. Once target LTI awards were established, the awards were allocated among PSUs, RSUs, and NQSOs according to the following weightings 50% PSUs, 25% RSUs and 25% NQSOs. The LTI awards and their terms were granted in March 2024. The annual LTI grants for 2024 were comprised of the following:

  55. 2024 Company Scorecard

    | PSUs | • 50% of target LTI opportunity • Three-year cliff vesting following conclusion of the applicable performance period and subject to continued service and achievement of the applicable performance goals • Performance Goals: three-year cumulative free cash flow (weighted 50%), three-year cumulative constant currency revenue (weighed at 25%), and three-year relative TSR (weighted 25%) • The awards are also subject to a two-year cumulative Adjusted EBITDA threshold under which no portion of the three-year cumulative free cash flow and three-year cumulative constant currency revenue PSUs will be eligible to vest if cumulative fiscal 2024 and 2025 Adjusted EBITDA does not exceed the threshold. • The cumulative free cash flow and constant currency revenue performance goals are set at the beginning of each fiscal year within the three-year-performance period, and payout will be based on Organon's cumulative performance over the full performance period against the aggregate total of such annual goals. The Talent Committee currently intends to use this structure on an interim basis, recognizing the Company's recent spinoff and the need for flexibility in a dynamic macroeconomic environment. This approach enables the Company to set performance goals that are both challenging and grounded in Organon's most current strategic and financial outlook, while maintaining long-term alignment and accountability. • Threshold performance required for payout at 50% of target shares, with potential to earn up to 200% of target shares. • Target payout with respect to the relative TSR metric requires performance above the median, and overall payout is capped at target if our absolute TSR is negative over the performance period. | | RSUs | • 25% of target LTI opportunity • Three-year vesting schedule, with one-third vesting on each of anniversary of the grant date over three years | | NQSOs | • 25% of target LTI opportunity • Three-year vesting schedule, with one-third vesting on each of anniversary of the grant date over three years |

  56. 2024 Company Scorecard

    PSU Performance Metrics For 2024, the Talent Committee selected three-year cumulative free cash flow (weighted at 50%), three-year cumulative constant currency revenue (weighted at 25%), and relative TSR (weighted at 25%) as the primary performance metrics for the PSUs. These metrics were selected to complement those used in the 2024 AIP, providing balanced executive compensation program that focuses on the creation of long-term shareholder value. Constant currency revenue was added as a new financial metric and the cumulative free cash flow metric weighting was reduced. The Talent Committee also added a cumulative two-year adjusted EBITDA threshold for the financial metrics portion of the PSUs (i.e., 75% of the PSUs based on free cash flow and constant currency revenue), pursuant to which there will be no payout for the financial metrics portion unless a minimum cumulative 2024 and 2025 adjusted EBITDA performance threshold is achieved. Such program enhancements were implemented to incentivize our NEOs to focus on driving long-term financial growth and capital efficiency as we progress towards establishing full operational independence. Free cash flow for purposes of the 2024 PSUs is defined as our earnings before interest, taxes, depreciation, amortization and in-process research & development (IPRD) milestone payments minus net cash interest expense, cash taxes, change in net working capital, and capital expenses and excluding one-time costs associated with the separation from Merck as well as principal debt repayments, shareholder dividends and business development spending. Constant currency revenue for purposes of the 2024 PSUs is defined as our reported revenue, adjusted to remove the impact of actual currency exchange rates versus currency exchange rates budgeted in our annual operating plan. Adjusted EBITDA for purposes of the 2024 PSUs is defined as our reported EBITDA, adjusted to exclude the impact of actual currency exchange rate changes versus planned rates, certain business development expenses that were not included in the financial plan, and share-based compensation expense. The Talent Committee established the PSU performance goals for 2024 after considering the Company’s long-term operating plan, with the goals designed to encourage strong, focused performance. The target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The 2025 and 2026 performance goals will be established at the beginning of each such year following a review of similar considerations. Because the financial performance goals are being set annually (which annual goals will be aggregated to establish a three-year cumulative goal at the beginning of the third year) and for competitive reasons, we intend to disclose our cumulative financial performance goals for the 2024 PSU program after the three-year performance period has been completed. Given our status as a recently established company, this approach allows us to adapt more quickly to changes in the macroeconomic environment, ensuring that we continue to set performance goals that are both challenging and achievable. We intend to reevaluate this structure for continued reasonableness in the context of the Company’s evolution, industry, macroeconomic and geo-political considerations. The table below summarizes the performance range and corresponding payout levels for the TSR portion of the awards. The payout for the TSR portion will be capped at target if our absolute TSR performance is negative for the performance period.

  57. 2024 Company Scorecard

    | 2024 PSUs (performance period January 1, 2024 – December 31, 2026) | | | | | Relative TSR Performance Goals | | | | | Performance Objective | Threshold | Target | Maximum | | 3-year TSR relative to NYSE Arca Pharmaceutical Index* | 25th percentile | 55th percentile | 75th percentile | | Payout | 50% | 100% | 200% |

  58. 2024 Company Scorecard

    | * Relative TSR compares Organon’s TSR over the three-year performance period to the TSR of the companies included in the NYSE Arca Pharmaceutical Index as of the beginning of the performance period, excluding any companies that are removed from the index because they cease to be publicly traded during the performance period. Relative TSR performance will be calculated based on the terms of the 2024 PSU award agreement, which requires using a beginning stock price calculated as the average company closing stock price for the 20 trading days preceding the performance period and an ending stock price calculated as the average company closing stock price for the 20 trading days preceding the end of the performance period. |

  59. 2024 Company Scorecard

    2021 PSUs In 2021, in connection with our spin-off, our NEOs received PSUs that vest based on Organon’s TSR relative to the companies included in the NYSE Arca Pharmaceutical Index as of the beginning of a three-year performance period beginning August 17, 2021 and ending on August 16, 2024. The payout for such PSUs was capped at 100% if our absolute TSR was negative for the performance period. Such PSUs vested during 2024 following certification by the Talent Committee of our TSR achievement. The table below sets forth the relative TSR performance goal and the performance achieved for such PSUs.

  60. 2024 Company Scorecard

    | 2021 PSUs (performance period August 17, 2021 – August 16, 2024) | | | | | Performance Goals | | | | | Performance Objective | Threshold | Target | Maximum | | 3-year TSR relative to NYSE Arca Pharmaceutical Index | 30th percentile | 55th percentile | 80th percentile | | Payout | 50% | 100% | 200% | | Percentile Achievement | 30.43rd | | | | Payout Percentage | 50.87% | | |

  61. 2024 Company Scorecard

    2022 PSUs In 2022, our NEOs received PSUs that vest based on Organon’s three-year cumulative free cash flow (70%) and TSR relative to the companies included in the NYSE Arca Pharmaceutical Index (30%) as of the beginning of a three-year performance period beginning January 1, 2022 and ending on December 31, 2024. The payout for such PSUs was also capped at 100% if our absolute TSR was negative for the performance period. The performance period for such PSUs ended during 2024 and the Talent Committee certified the final achievement of such metrics in early 2025. The table below sets forth the free cash flow and relative TSR performance goals and the performance achieved for such PSUs.

  62. 2024 Company Scorecard

    | 2022 PSUs (performance period January 1, 2022 – December 31, 2024) | | | | | | Performance Goals | | | | | | Performance Objective (weighting %) | Threshold | Target | Maximum | Actual Payout % | | Free Cash Flow (70%) | $2.477B | $3.096B | $3.715B | 83.93% | | | Actual Achievement = $2.897B | | | | | 3-year TSR relative to NYSE Arca Pharmaceutical Index (30%) | 25th percentile | 55th percentile | 75th percentile | 0.0% | | | Actual Achievement = 13.64th | | | | | Payout | 50% | 100% | 200% | 58.75% |

  63. 2024 Company Scorecard

    Employment Arrangements Prior to the spinoff, Merck entered into letter agreements with the NEOs appointing them, effective as of the spinoff, to their positions with Organon, except for Dr. Arjona Ferreira who was appointed as Head of Research & Development and Chief Medical Officer effective as of January 1, 2024. The letter agreements describe the basic terms of the NEOs’ employment, including initial base salary levels, AIP and LTI targets. The letter agreements do not specify a period of employment, instead, the terms of the NEO’s employment are based on sustained good performance rather than contractual terms, and the company’s plans and policies, such as its severance plans, will apply as applicable. The company maintains the Executive Severance Program (the “Severance Plan”) and the Executive Change in Control Severance Program (the “CIC Severance Plan”), which provide payments and benefits to certain eligible members of Organon’s management team, including each of the NEOs, in the event of a termination of employment in certain circumstances, including the departure of the NEO following a change in control of the company. The Talent Committee believes that it is appropriate to provide executives with the protections afforded by the plans, that such plans reduce the need to negotiate individual severance arrangements with departing executives and that they protect our executives in the event of a termination for circumstances not of their doing. The Talent Committee also believes that these policies promote management independence and help retain, stabilize, and focus the executive officers in the event of a change in control. See the subsection titled “Potential Payments Upon Termination or Change in Control” for a description of the Severance Plan and CIC Severance Plan, and for more information regarding accelerated vesting under our stock-based award agreements in connection with qualifying termination events. As noted above, Ms. Fiedler ceased serving as Organon’s Executive Vice President and Chief Commercial Officer effective January 15, 2025, and will serve as a senior advisor to Organon until her separation from employment on April 30, 2025, which will constitute a termination without cause under the Severance Plan. For additional information regarding her termination, see “Susanne Fiedler Separation Agreement” in the “Potential Payments Upon Termination or Change in Control” section. Other Employee Benefits Retirement and Health and Welfare Plans Similar to Organon’s other salaried, U.S.-based employees, the NEOs participate in a variety of retirement, health and welfare and paid time-off benefits designed to enable us to attract and retain our workforce in a competitive marketplace. Savings plans help employees save and prepare financially for retirement. We maintain a 401(k) plan and a non-qualified savings plan for certain U.S. employees, including each NEO other than Ms. Fiedler. Under Organon’s U.S. 401(k) plan (and subject to applicable limitations imposed by the Internal Revenue Code), participants can receive company contributions which consist of i) employer matching contributions of up to 4.5% of participants’ eligible compensation and ii) a retirement contribution ranging between 4.5% and 10% of participants’ eligible compensation based on their age and service. Pursuant to the non-qualified savings plan, participants can receive company contributions from Organon based on amounts that would have been contributed to Organon’s U.S. 401(k) plan but for contribution and compensation limits imposed by the Internal Revenue Code. Ms. Fiedler, who is based in Switzerland, participates in the Organon Pensionskasse Schweiz, a cash balance pension plan for Swiss employees (the “Swiss Savings Plan”). In addition, health and welfare and paid time-off benefits help ensure that we have a healthy, productive and focused workforce. Please see the 2024 Nonqualified Deferred Compensation Table for further information regarding Organon’s non-qualified savings plan and the 2024 Pension Benefits Table for further information regarding the Swiss Savings Plan, on pages 76 and 77, respectively. Perquisites and Other Personal Benefits Additionally, senior management employees, including the NEOs, are provided a limited number of other benefits, which the Talent Committee believes are reasonable, appropriate and consistent with our executive compensation philosophy. Ms. Fiedler was entitled to benefits in connection with her relocation from Germany to Switzerland at the request of the company. Ms. Fiedler also receives an automobile allowance consistent with local practices. Under certain circumstances, the Talent Committee recognizes that special arrangements with respect to an executive’s employment may be necessary or desirable. For example, Mr. Ali was required to relocate to the United States in connection with his employment as our CEO and due to regulatory and business considerations, Mr. Ali maintains residency in Switzerland as well as the United States. Because his residence in both the United States and Switzerland is deemed beneficial to Organon and supports the performance of his duties, Mr. Ali receives certain benefits related to his residency in Switzerland, such as housing reimbursements, tax compliance services, miscellaneous relocation costs, and certain tax equalization payments related to certain housing and transportation. Mr. Ali also receives legacy tax equalization payments from Merck associated with equity awards granted in 2020 and prior years because he received such grants in connection with his service to Merck, and such tax equalization payments are consistent with Merck’s historical policies. While these tax equalization payments are not obligations of Organon and relate to grants from his prior service rendered to Merck, such payments are included in the 2024 Summary Compensation Table because they were funded by Merck at the time of spinoff. Mr. Ali is responsible for the tax payments associated with his equity awards granted after 2020, all of which were granted after he relocated to the United States and commenced services with Organon. Organon has obtained a comprehensive independent security assessment with respect to Mr. Ali. Based on this assessment, Mr. Ali receives certain home security services, advanced intelligence monitoring, secure transportation for himself and his immediate family members and security personnel. Because Organon believes it is in the best interests of Organon and its shareholders to protect Mr. Ali against possible security threats to him and his family members, Organon requires Mr. Ali to accept such personal security protection. Organon also believes that the costs of this security are appropriate and necessary. We have reported the costs related to personal security services for Mr. Ali and his immediate family members in the 2024 All Other Compensation Table. Mr. Ali and our other NEOs have limited use of chartered aircraft and, when traveling for business, guests, including family members, may occasionally accompany Mr. Ali when he is using such aircraft for business purposes and such aircraft can accommodate them, in which case there is no additional aggregate incremental cost to Organon. Accordingly, no amount is reflected for such guest travel in the “All Other Compensation” column of the 2024 Summary Compensation Table. Personal use of the chartered aircraft by the CEO requires prior approval of the CFO and the General Counsel and Mr. Ali did not have any personal use of the aircraft during 2024. Personal use of Company chartered aircraft by other NEOs is generally not permitted. Please see the “All Other Compensation” column of the 2024 Summary Compensation Table for further information regarding the perquisites and personal benefits received by the NEOs with respect to 2024. 2025 Executive Compensation Program

  64. 2024 Company Scorecard

    In connection with its review of the executive compensation program and the consideration of no increase in Total Target Direct Compensation (TTDC) in 2024, except for Dr. Arjona Ferreira due to his promotion, the Talent Committee has approved increases in TTDC for Mr. Ali, Mr. Walsh, Dr. Arjona Ferreira and Mr. Morrissey of 15%, 10%, 19% and 25%, respectively . These adjustments are intended to align with market practices and adequately reflect each NEO's responsibilities and experience. Other Compensation Practices Executive Stock Ownership Guidelines The Talent Committee believes that, in order to more closely align the interests of executives with the interests of Organon’s other shareholders, all executives should maintain a minimum level of equity interests in Organon’s common stock. The Talent Committee has adopted stock ownership guidelines requiring ownership of six times base salary for our CEO, three times base salary for our executive officers other than our CEO, and one and one-half times base salary for our other Section 16 officers. Until the guideline is met, an officer is required to retain 50% (75% for our CEO) of the after-tax shares acquired upon exercise of NQSOs and vesting of PSUs and RSUs. Shares subject to unexercised NQSOs and unearned PSUs do not count for purposes of determining whether an executive is in compliance with the guidelines, but time-vesting RSUs are counted towards the guidelines. The Talent Committee reviews progress toward achieving the stock ownership guidelines for the Company’s executives on an annual basis. As of the most recent annual review performed in December 2024, two NEOs had sufficient holdings to meet or exceed the stock ownership guidelines, and the others were on pace to meet their respective guidelines. The following table sets forth the stock ownership requirements and current stock ownership status as a multiple of base salary for the CEO and other NEOs as of January 1, 2025. Return of Incentive Compensation (“Clawback Policy”) We maintain a clawback policy, which is intended to comply with the requirements of NYSE Listing Standards 303A.14 implementing Rule 10D-1 under the Securities Exchange Act of 1934. In the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, we will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. In addition, under our compensation recoupment policy, we are permitted to seek reimbursement of incentive compensation (including both time and performance-based awards) in the event, among others, the Talent Committee determines that the covered executive has engaged in egregious conduct that is substantially detrimental to Organon (whether financially, reputationally or otherwise). Equity Award Grant Practices The Talent Committee generally approves the target compensation, including the target value of annual equity awards, for our executive officers, including each of the NEOs, at its February meeting of each year. Annual equity awards are generally granted on the last business day of March each year. Our directors receive a credit of deferred stock units upon election (or re-election) at each annual meeting of shareholders or upon joining the Board if joining at a time other than an annual meeting. In certain circumstances, including the hiring, promotion or retention of an individual, the Talent Committee may approve grants to be effective at other times, generally three business days following the release of Company quarterly earnings. The Company may change these equity grant practices in the future. The Talent Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024 and did not time the disclosure of material nonpublic information in 2024 for the purpose of affecting the value of executive compensation. Insider Trading Policy and Procedures The Company has adopted an insider trading policy and procedures that govern the purchase, sale, and other dispositions of the Company’s securities by directors, officers, and employees, as well as by the Company itself (the "Insider Trading Policy"). We believe that our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Hedging and Pledging As part of our Insider Trading Policy, we prohibit directors and specified key employees, including officers, from engaging in short sales, publicly traded options, hedging transactions and pledging of Organon common stock. Risk Assessment In 2023, in accordance with its charter, the Talent Committee reviewed our compensation policies and programs and concluded that our executive and non-executive compensation programs do not encourage excessive or unnecessary risk taking, and any inherent risks are unlikely to have a material adverse effect on us. The next review and assessment of our compensation policies and programs will be conducted in fiscal year 2025.

  65. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for 2024 and, to the extent required by SEC disclosure rules, 2023 and 2022.

  66. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Kevin Ali | 2024 | 1,250,000 | — | 9,160,555 | 2,749,997 | 2,512,500 | — | 1,444,372 | 17,117,424 | | Chief Executive Officer | 2023 | 1,244,231 | — | 8,260,650 | 2,749,368 | 1,837,500 | — | 740,523 | 14,832,272 | | | 2022 | 1,203,769 | — | 7,345,176 | 2,249,992 | 1,837,500 | — | 896,544 | 13,532,980 | | Matthew Walsh | 2024 | 900,000 | — | 2,831,423 | 849,999 | 964,800 | — | 200,700 | 5,746,922 | | EVP and Chief | 2023 | 890,077 | — | 2,553,291 | 849,799 | 705,600 | — | 214,100 | 5,212,866 | | Financial Officer | 2022 | 849,385 | — | 2,652,410 | 812,500 | 822,720 | — | 169,570 | 5,306,585 | | Juan Camilo Arjona Ferreira, M.D.(7) | 2024 | 650,000 | — | 1,665,534 | 499,998 | 696,800 | — | 87,419 | 3,599,751 | | EVP and Head of R&D | | | | | | | | | | | and Chief Medical Officer | | | | | | | | | | | Susanne Fiedler(8) | 2024 | 738,340 | — | 1,832,094 | 549,997 | 791,500 | 237,755 | 47,596 | 4,197,282 | | Former EVP and Chief | 2023 | 726,696 | — | 1,652,125 | 549,871 | 576,180 | 259,270 | 72,259 | 3,836,401 | | Commercial Officer | 2022 | 686,275 | — | 1,632,250 | 499,992 | 664,535 | 80,086 | 92,900 | 3,656,038 | | Joseph Morrissey | 2024 | 750,000 | — | 1,832,094 | 549,997 | 804,000 | — | 193,848 | 4,129,939 | | EVP and Head of | 2023 | 740,769 | — | 1,652,125 | 549,871 | 588,000 | — | 206,244 | 3,737,009 | | Manufacturing and Supply | 2022 | 688,769 | — | 1,346,603 | 412,492 | 681,600 | — | 165,735 | 3,295,199 |

  67. 2024 Summary Compensation Table

    | (1) The amounts reported in this column represent the grant date fair value of PSUs and RSUs granted in the indicated fiscal year, calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. For the 2024 PSUs, assuming the highest level of performance is achieved, the maximum value of these awards as of the grant date would be as follows: Mr. Ali—$10,999,993; Mr. Walsh—$3,399,980; Dr. Arjona Ferreira—$1,999,982; Ms. Fiedler—$2,199,976; and Mr. Morrissey—$2,199,976. See Note 6 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2024 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts. Our 2022 and 2023 PSUs vest based on our free cash flow (70%) and relative TSR (30%) performance over a three-year performance period. Our 2024 PSUs vest based on our free cash flow (50%), relative TSR (25%) and cumulative constant currency revenue (25%) with a circuit breaker for the financial metrics portion of the PSUs based on our two year adjusted EBITDA achievement. The free cash flow and constant currency revenue goals for 2024, 2025 and 2026 are established each year. | | (2) The amounts reported in this column represent the grant date fair value of NQSO awards granted in the indicated fiscal year, calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. See Note 6 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. | | (3) The amounts reported for 2024 represent cash awards paid to the NEOs under the 2024 AIP. | | (4) The amount reported in this column for Ms. Fiedler for 2024 represents the change in the actuarial value of her accumulated benefits under the Swiss Savings Plan. See Note 14 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating this amount. | | (5) The following table summarizes the compensation and benefits included under All Other Compensation in the 2024 Summary Compensation Table that were awarded to, earned by, or paid to the NEOs for the fiscal year ending December 31, 2024. |

  68. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table provides information on the 2024 AIP and the PSUs, RSUs and NQSOs granted in 2024 to the NEOs. The number of shares subject to such awards were determined based on Organon’s stock price on the date of such grant.

  69. 2024 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of shares of stock or | All Other Option Awards: Number of securities underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | units (#) | options (#) | Awards ($/Sh) | Awards (1) ($) | | Kevin Ali | | (2) | — | 1,875,000 | 3,750,000 | — | — | — | — | — | — | — | | | 3/29/2024 | 2/7/2024(3) | — | — | — | — | — | — | 146,276 | — | — | 2,749,989 | | | 3/29/2024 | 2/7/2024(4) | — | — | — | — | — | — | — | 599,128 | 18.80 | 2,749,997 | | | 3/29/2024 | 2/7/2024(5) | — | — | — | 146,277 | 292,553 | 585,106 | — | — | — | 6,410,566 | | Matthew Walsh | | (2) | — | 720,000 | 1,440,000 | — | — | — | — | — | — | — | | | 3/29/2024 | 2/7/2024(3) | — | — | — | — | — | — | 45,213 | — | — | 849,985 | | | 3/29/2024 | 2/7/2024(4) | — | — | — | — | — | — | — | 185,185 | 18.80 | 849,999 | | | 3/29/2024 | 2/7/2024(5) | — | — | — | 45,213 | 90,425 | 180,850 | — | — | — | 1,981,438 | | Juan Camilo Arjona Ferreira, M.D. | | (2) | — | 520,000 | 1,040,000 | — | — | — | — | — | — | — | | | 3/29/2024 | 2/7/2024(3) | — | — | — | — | — | — | 26,595 | — | — | 499,986 | | | 3/29/2024 | 2/7/2024(4) | — | — | — | — | — | — | — | 108,932 | 18.80 | 499,998 | | | 3/29/2024 | 2/7/2024(5) | — | — | — | 26,596 | 53,191 | 106,382 | — | — | — | 1,165,548 | | Susanne Fiedler | | (2) | — | 590,672 | 1,181,344 | — | — | — | — | — | — | — | | | 3/29/2024 | 2/7/2024(3) | — | — | — | — | — | — | 29,255 | — | — | 549,994 | | | 3/29/2024 | 2/7/2024(4) | — | — | — | — | — | — | — | 119,825 | 18.80 | 549,997 | | | 3/29/2024 | 2/7/2024(5) | — | — | — | 29,255 | 58,510 | 117,020 | — | — | — | 1,282,100 | | Joseph Morrissey | | (2) | — | 600,000 | 1,200,000 | — | — | — | — | — | — | — | | | 3/29/2024 | 2/7/2024(3) | — | — | — | — | — | — | 29,255 | — | — | 549,994 | | | 3/29/2024 | 2/7/2024(4) | — | — | — | — | — | — | — | 119,825 | 18.80 | 549,997 | | | 3/29/2024 | 2/7/2024(5) | — | — | — | 29,255 | 58,510 | 117,020 | — | — | — | 1,282,100 |

  70. 2024 Grants of Plan-Based Awards Table

    | (1) The amounts reported represent the grant date fair value associated with the grant of PSU, RSU and NQSO awards during 2024, as computed in accordance with ASC 718, excluding the effect of estimated forfeitures. In the case of the PSUs, the grant date fair value is calculated using a Monte Carlo valuation for relative TSR, and the closing stock price on the date of grant and the probable satisfaction of the performance conditions for such awards as of the date of grant for the free cash flow and cumulative constant currency revenue portions. See Note 6 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. | | (2) These amounts represent threshold (for which no values are included because the Talent Committee has the authority to reduce awards to a $0 payout), target and maximum cash award levels set in 2024 under the 2024 AIP. The amount actually paid to each NEO under the 2024 AIP is reported in the Non-Equity Incentive Plan Compensation column in the 2024 Summary Compensation Table on page 71. | | (3) Represents RSUs that vest in three substantially equal annual installments on each of the first through third anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (4) Represents NQSOs that vest in three substantially equal annual installments on each of the first through third anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (5) Represents PSUs granted to the NEOs in 2024. These PSUs are scheduled to vest on December 31, 2026, subject to the achievement of the applicable performance goals relating to free cash flow, relative TSR and cumulative constant currency revenue over the January 1, 2024 through December 31, 2026 performance period. The number of units subject to the PSU awards may increase during the performance period as a result of the deemed reinvestment of dividend equivalents prior to settlement of the award, and any such additional units will be subject to the same performance-based and service-based vesting conditions as the underlying PSUs. The free cash flow and constant currency revenue metrics for 2024, 2025 and 2026 are established at the beginning of each year (which annual goals will be aggregated to establish a 3-year cumulative goal at the beginning of the third year). |

  71. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    Outstanding Equity Awards at 2024 Fiscal Year-End Table The following table summarizes outstanding option awards and unvested stock awards held by each NEO on December 31, 2024.

  72. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Kevin Ali | 5/1/2015(3) | 60,821 | — | 28.44 | 4/30/2025 | — | — | — | — | | | 5/10/2016(3) | 38,120 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017(3) | 72,063 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018(3) | 77,028 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019(3) | 59,413 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020(3) | 63,578 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 5/4/2021(3) | 515,471 | — | 36.11 | 5/3/2031 | — | — | — | — | | | 8/17/2021(4) | 133,928 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022(3) | 132,274 | 66,138 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 21,472 | 320,362 | — | — | | | 3/31/2023(3) | 139,949 | 279,898 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 77,948 | 1,162,984 | — | — | | | 8/11/2023(6) | — | — | — | — | — | — | 237,580 | 3,544,694 | | | 3/29/2024(3) | — | 599,128 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024(7) | — | — | — | — | — | — | 585,106 | 8,729,782 | | | 3/29/2024(5) | — | — | — | — | 146,276 | 2,182,438 | — | — | | Matthew Walsh | 5/4/2021(3) | 193,302 | — | 36.11 | 5/3/2031 | — | — | — | — | | | | | ` | | | | | | | | | 8/17/2021(4) | 44,642 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022(3) | 47,766 | 23,883 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 7,754 | 115,690 | — | — | | | 3/31/2023(3) | 43,256 | 86,514 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 24,093 | 359,468 | — | — | | | 8/11/2023(6) | — | — | — | — | — | — | 73,434 | 1,095,635 | | | 3/29/2024(3) | — | 185,185 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024(7) | — | — | — | — | — | — | 180,850 | 2,698,282 | | | 3/29/2024(5) | — | — | — | — | 45,212 | 674,563 | — | — | | Juan Camilo Arjona Ferreira, M.D. | 8/11/2023(5) | — | — | — | — | 23,038 | 343,727 | — | — | | | 11/7/2023(5) | — | — | — | — | 12,893 | 192,364 | — | — | | | 3/29/2024(3) | — | 108,932 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024(7) | — | — | — | — | — | — | 106,382 | 1,587,219 | | | 3/29/2024(5) | — | — | — | — | 26,595 | 396,797 | — | — |

  73. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | | | | | | | | Stock Awards | | | | | Name | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Susanne Fiedler | 5/10/2016 | (3) | 26,123 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017 | (3) | 45,039 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018 | (3) | 46,215 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | (3) | 35,647 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | (3) | 50,863 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 5/4/2021 | (3) | 115,980 | — | 36.11 | 5/3/2031 | — | — | — | — | | | 8/17/2021 | (4) | 22,321 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022 | (3) | 29,394 | 14,697 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022 | (5) | — | — | — | — | 4,772 | 71,198 | — | — | | | 3/31/2023 | (3) | 27,989 | 55,980 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023 | (5) | — | — | — | — | 15,590 | 232,603 | — | — | | | 8/11/2023 | (6) | — | — | — | — | — | — | 47,516 | 708,939 | | | 3/29/2024 | (3) | — | 119,825 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (7) | — | — | — | — | — | — | 117,020 | 1,745,938 | | | 3/29/2024 | (5) | — | — | — | — | 29,255 | 436,485 | — | — | | Joseph Morrissey | 5/1/2015 | (3) | 52,132 | — | 28.44 | 4/30/2025 | — | — | — | — | | | 5/10/2016 | (3) | 57,177 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017 | (3) | 45,039 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018 | (3) | 30,810 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | (3) | 23,765 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | (3) | 34,967 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 5/4/2021 | (3) | 83,764 | — | 36.11 | 5/3/2031 | — | — | — | — | | | 8/17/2021 | (4) | 22,321 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022 | (3) | 24,250 | 12,125 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022 | (5) | — | — | — | — | 3,937 | 58,740 | | | | | 3/31/2023 | (3) | 27,989 | 55,980 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023 | (5) | — | — | — | — | 15,590 | 232,603 | — | — | | | 8/11/2023 | (6) | — | — | — | — | — | — | 47,516 | 708,939 | | | | 3 | | | | | | | | | | | 3/29/2024 | (3) | — | 119,825 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (7) | — | — | — | — | — | — | 117,020 | 1,745,938 | | | 3/29/2024 | (5) | — | — | — | — | 29,255 | 436,485 | — | — |

  74. Outstanding Equity Awards at 2024 Fiscal Year-End Table

    | (1) The market value of shares or units of stock that have not vested reflects a stock price of $14.92, our closing stock price on December 31, 2024. | | (2) The 2023 PSU awards are reflected at target performance and at maximum performance for the 2024 PSUs based on the trending performance level at fiscal year-end December 31, 2024. | | (3) This NQSO vests in three substantially equal annual installments on each of the first through third anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (4) This NQSO vests in full on the third-year anniversary of the grant date, subject to the NEO's continued employment through the vesting date. | | (5) These RSUs vest in three substantially equal annual installments on each of the first through third anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (6) These PSUs are scheduled to vest on December 31, 2025, subject to the achievement of the applicable performance goals relating to free cash flow and relative TSR over the January 1, 2023, through December 31, 2025 performance period. | | (7) These PSUs are scheduled to vest on December 31, 2026, subject to the achievement of the applicable performance goals relating to free cash flow, relative TSR and cumulative constant currency revenue over the January 1, 2024, through December 31, 2026 performance period. The free cash flow and constant currency revenue metrics for 2024, 2025 and 2026 are established at the beginning of each year (which annual goals will be aggregated to establish a 3-year cumulative goal at the beginning of the third year). |

  75. 2024 Option Exercises and Stock Awards Vested Table

    2024 Option Exercises and Stock Awards Vested Table The table below shows the aggregate number of shares of Organon common stock acquired during 2024 upon the vesting of RSU and PSU awards. None of the NEOs exercised any NQSOs during 2024.

  76. 2024 Option Exercises and Stock Awards Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Kevin Ali | 295,796 | 5,601,849 | | Matthew Walsh | 105,612 | 2,000,931 | | Juan Camilo Arjona Ferreira, M.D. | 17,965 | 354,075 | | Susanne Fiedler | 63,761 | 1,146,723 | | Joseph Morrissey | 52,159 | 978,095 |

  77. 2024 Option Exercises and Stock Awards Vested Table

    | (1) For all NEOs except Dr. Arjona Ferreira, includes (i) the payout of their 2021-2023 Merck PSU awards which were converted into Organon RSU awards upon the spinoff. Such awards vested on December 31, 2023, but were not settled until February 2024; and (ii) 2022 PSUs whose performance period ended on December 31, 2024, but were not settled until February 2025, following the Talent Committee's certification of the final achievement of the performance metrics in February 2025. | | (2) Includes accrued dividend equivalents that were paid in cash at the time of vesting. |

  78. 2024 Nonqualified Deferred Compensation Table

    2024 Nonqualified Deferred Compensation Table

  79. 2024 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(2) | | Kevin Ali | — | 436,870 | 70,826 | | 1,408,737 | | Matthew Walsh | — | 192,911 | 96,231 | — | 709,668 | | Juan Camilo Arjona Ferreira, M.D. | — | 49,469 | 1,114 | | 50,582 | | Susanne Fiedler(3) | — | — | — | — | — | | Joseph Morrissey | — | 187,358 | 86,920 | — | 691,701 |

  80. 2024 Nonqualified Deferred Compensation Table

    | (1) These amounts are included in the “All Other Compensation” column in the 2024 Summary Compensation Table on page 71. The amounts reported in this column consist of crediting for company (i) matching contributions in 2024 and (ii) retirement contributions earned in 2024 (with payments made in early 2025 per applicable plan rules), that could not be made into the Organon U.S. 401(k) plan due to applicable IRS contribution limits. | | (2) The aggregate balance for each NEO includes the following amounts that were previously included as prior year compensation in the Summary Compensation Tables: (i) for Mr. Ali, $860,906, (ii) for Mr. Walsh, $380,858, (iii) for Dr. Arjona Ferreira, $0, and (iv) for Mr. Morrissey, $343,404. | | (3) Ms. Fiedler does not participate in the NQ Savings Plan (as defined below) as she does not reside in the U.S. |

  81. 2024 Nonqualified Deferred Compensation Table

    Narrative to 2024 Nonqualified Deferred Compensation Table We maintain a non-qualified savings plan (the “NQ Savings Plan”) for certain of our employees on U.S. payroll, including each of our NEOs other than Ms. Fiedler. Under the NQ Savings Plan, participants receive credits equal to the company contributions, consisting of employer matching contributions of up to 4.5% of participants’ eligible compensation and retirement contributions ranging between 4.5% and 10% of participants’ eligible compensation based on their age and service, that a participant would have received under Organon’s U.S. 401(k) plan but for the contribution and compensation limitations imposed by the Internal Revenue Code. Participants are generally permitted to choose from the mutual funds available for investment under Organon’s U.S. 401(k) plan for purposes of determining the imputed gains, and losses applicable to their NQ Savings Plan accounts. The NQ Savings Plan is unfunded. Participants may specify the timing of initiating the payment of their accounts by choosing either a specified payment date (up to 15 years following separation from service) or electing payment upon separation from service, and in either case may elect to receive their accounts in a lump sum or in annual installments over a period of up to 15 years. With respect to each year’s contributions and imputed earnings, the participant may make a separate distribution election.

  82. 2024 Pension Benefits Table

    2024 Pension Benefits Table The following table provides information regarding Ms. Fiedler’s pension benefits under the Swiss Savings Plan as of December 31, 2024.

  83. 2024 Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Susanne Fiedler | Organon Pensionskasse Schweiz | 4 | 785,699 | — |

  84. 2024 Pension Benefits Table

    | (1) The present value of Ms. Fiedler’s accumulated benefit as of December 31, 2024, shown in dollars, was converted from Swiss francs based on an exchange rate of CHF 1 = USD 1.102. See Note 14 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating this amount. |

  85. 2024 Pension Benefits Table

    Ms. Fiedler participated in the Swiss Savings Plan, a cash balance-based pension arrangement, under which Organon contributes an annual amount on behalf of each participant based on such participant’s salary, bonus and age. Participants may also make contributions based on their salary, bonus and age. Additionally, participants are credited with interest at a rate of 3.5% (or, if higher, the minimum interest credit rate required under applicable Swiss law). Payments to participants are based on accumulated capital in the participant’s plan account and may be taken as a lump sum or annuity at normal retirement, beginning at age 64 for women and age 65 for men. Participants may also elect to receive a reduced benefit beginning at age 58 in the event of early retirement.

  86. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control In connection with the spinoff, Organon adopted the Severance Plan. The Severance Plan provides payments and benefits to certain eligible members of Organon’s management team, including each of the NEOs, in the event of a termination of employment without cause (as defined in the Severance Plan). Payments and benefits under the Severance Plan are conditioned upon execution of a release of claims, which may contain restrictive covenants, and include (i) a lump sum cash payment in an amount equal to 1.0 times (or 2.0 times in the case of the CEO) the sum of the executive officer’s annual base salary and target annual cash incentive opportunity, (ii) with respect to a termination of employment that occurs between June 30th and December 31st of the calendar year, a pro-rata annual cash incentive payment based on the executive officer’s target incentive opportunity for the year of termination and (iii) subsidized medical and dental coverage (and continuation of basic life insurance coverage) for up to 12 months (or 24 months of medical and dental and 18 months of basic life insurance in the case of the CEO); provided, that with respect to participants who were previously employed by Merck or any of its subsidiaries immediately prior to the spinoff, (A) the amount described in clause (i) will be no less than a certain number of weeks’ worth of base salary determined based on the participant’s number of years of continuous service with Merck and Organon as of the termination date and (B) if such participants have 20 or more complete years of continuous service with Merck and Organon, then they will be eligible to receive the subsidized medical and dental coverage described in clause (iii) for up to 78 weeks. The Severance Plan does not provide for any payments or benefits upon a termination for cause or any resignation of an eligible employee’s employment. Furthermore, severance payments and benefits are subject to forfeiture in the event an employee breaches any obligations of his or her terms and conditions of employment or makes any false or misleading statements about Organon or any of its affiliates or their products, officers or employees to competitors, customers, potential customers or to current employees or former employees. In addition to the Severance Plan, Organon also adopted the CIC Severance Plan. The CIC Severance Plan provides “double trigger” severance payments and benefits to eligible employees, including the executive officers, in the event of a termination of employment without cause or a resignation for good reason (each as defined in the CIC Severance Plan) during the two-year period following a change in control (as defined in the CIC Severance Plan). Payments and benefits under the CIC Severance Plan are conditioned upon execution of a release of claims and include (i) a lump sum cash payment in an amount equal to 2.0 times the sum of the executive officer’s annual base salary and target annual cash incentive opportunity, (ii) a pro-rata annual cash incentive payment based on the executive officer’s target incentive opportunity for the year of termination, and (iii) a lump sum cash payment intended to offset the costs of continued medical and dental coverage for up to 24 months. Under the terms of the Severance Plan and the CIC Severance Plan, if the payments and benefits to an NEO under the Severance Plan, CIC Severance Plan or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, but only if such reduction will result in the NEO receiving a higher net after-tax amount. The table below sets forth Organon’s payment obligations pursuant to the terms of the Severance Plan or CIC Severance Plan, as applicable, under the circumstances described below, assuming each NEO’s employment had been terminated on December 31, 2024. For a description of the value of stock-based awards held by the NEOs that are subject to vesting upon a termination of employment, see the subsection titled “Accelerated Vesting of Stock-Based Awards” below.

  87. Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment or Benefit(1) | Termination Without Cause ($) | Termination Without Cause or Resignation For Good Reason in Connection With Change in Control ($) | | Kevin Ali | Severance Pay | 6,250,000(2) | 6,250,000(5) | | | Pro-Rated Annual Incentive(3) | 1,875,000 | 1,875,000 | | | Welfare Benefits Continuation(4) | 46,654 | 52,340 | | Matthew Walsh | Severance Pay | 1,620,000(2) | 3,240,000(5) | | | Pro-Rated Annual Incentive(3) | 720,000 | 720,000 | | | Welfare Benefits Continuation(4) | 34,133 | 77,201 | | Juan Camilo Arjona Ferreira, M.D. | Severance Pay | 1,170,000(2) | 2,340,000(5) | | | Pro-Rated Annual Incentive(3) | 520,000 | 520,000 | | | Welfare Benefits Continuation(4) | 33,839 | 77,201 | | Susanne Fiedler(6) | Severance Pay | 1,698,182(2) | 2,658,024(5) | | | Pro-Rated Annual Incentive(3) | 590,672 | 590,672 | | | Welfare Benefits Continuation(4) | — | — | | Joseph Morrissey | Severance Pay | 1,725,000(2) | 2,700,000(5) | | | Pro-Rated Annual Incentive(3) | 600,000 | 600,000 | | | Welfare Benefits Continuation(4) | 50,936 | 77,201 |

  88. Potential Payments Upon Termination or Change in Control

    | (1) Under the terms of the Severance Plan and the CIC Severance Plan, if the payments and benefits to an NEO under the Severance Plan, CIC Severance Plan or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, but only if such reduction will result in the NEO receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the Severance Plan or the CIC Severance Plan. | | (2) This amount represents a cash payment in an amount equal to 2.0 times the sum of the executive officer’s annual base salary and target annual cash incentive opportunity for Mr. Ali. With respect to Ms. Fiedler and Mr. Morrissey, this amount represents 78 weeks’ base salary and target annual incentive opportunity. With respect to Mr. Walsh and Dr. Arjona Ferreira, this amount represents 1.0 times annual base salary and target annual incentive opportunity. | | (3) Represents a pro-rata annual cash incentive payment based on the NEO’s target incentive opportunity for the year of termination. Amounts reported in this row have not been pro-rated, as this table assumes that the NEO’s employment was terminated on December 31, 2024. | | (4) Represents the incremental cost of subsidized medical and dental coverage for (i) with respect to a termination without cause, 24 months for Mr. Ali, except for his basic life insurance coverage, which was reduced to 18 months in 2024 , 18 months for Mr. Morrissey, and 12 months for Mr. Walsh and Dr. Arjona Ferreira and (ii) with respect to a termination without cause or resignation for good reason within two years following a change in control, 24 months for all NEOs. Organon does not sponsor medical or dental plans in Switzerland and, accordingly, Ms. Fiedler is not entitled to subsidized medical and dental coverage upon a termination of employment. | | (5) Represents a cash payment in an amount equal to 2.0 times the sum of the NEO’s annual base salary and target annual cash incentive opportunity. | | (6) Amounts for Ms. Fiedler have been converted to U.S. dollars based on an exchange rate of CHF 1 = USD 1.102. |

  89. Potential Payments Upon Termination or Change in Control

    Accelerated Vesting of Stock-Based Awards The table below sets forth the value of Organon’s obligations upon the vesting of the stock-based awards held by our NEOs as described below and assumes that the triggering event took place on December 31, 2024.

  90. Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment or Benefit | Involuntary Termination (not for poor performance)/ Termination Without Cause/Retirement ($)(1)(4) | Death/Disability ($)(1)(4) | Sale ($)(2)(4) | Involuntary Termination Following a Change in Control ($)(3)(4) | | Kevin Ali | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 3,592,739 | 3,592,739 | 4,326,068 | 8,554,463 | | | RSU Accelerated Vesting | 1,359,602 | 1,359,602 | 2,470,695 | 3,665,784 | | Matthew Walsh | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 1,110,483 | 1,110,483 | 1,337,149 | 2,644,102 | | | RSU Accelerated Vesting | 435,309 | 435,309 | 783,776 | 1,149,720 | | Juan Camilo Arjona Ferreira, M.D. | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 386,562 | 386,562 | 386,562 | 838,290 | | | RSU Accelerated Vesting | 193,546 | 193,546 | 746,228 | 932,888 | | Susanne Fiedler | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 718,545 | 718,545 | 865,211 | 1,710,883 | | | RSU Accelerated Vesting | 278,364 | 278,364 | 502,741 | 740,286 | | Joseph Morrissey | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 718,545 | 718,545 | 865,211 | 1,710,883 | | | RSU Accelerated Vesting | 267,091 | 267,091 | 487,711 | 727,827 |

  91. Potential Payments Upon Termination or Change in Control

    | (1) Under the terms of the applicable award agreements, upon the NEO’s involuntary termination (not for poor performance), termination without cause, retirement, death, or disability, a pro-rated portion of the NQSO, RSU, and PSU awards will vest based upon actual performance. | | (2) Under the terms of the applicable award agreements, upon a termination of the NEO’s employment following a sale of the subsidiary, division or joint venture of the entity by whom the NEO is employed, (i) the award will vest with respect to one-third of the shares subject to the award, in the case of a termination less than one year following the grant date, and (ii) the award will vest in full upon such termination of employment, in the case of a termination that occurs on or after the one-year anniversary of the grant date, in each case, based upon actual performance with respect to PSU awards. | | (3) Under the terms of the applicable award agreements, the award will fully vest upon an involuntary termination of the NEO’s employment prior to the second anniversary of the closing of a change in control. PSU awards are converted to time-based RSU awards upon a change in control, based on target performance. | | (4) Amounts in this table have been calculated based on a stock price of $14.92, our closing stock price on December 31, 2024. For PSU awards which vest based on actual performance, amounts reflect the trending performance level achieved as of December 31, 2024. |

  92. Potential Payments Upon Termination or Change in Control

    Susanne Fiedler Separation Agreement As noted in the CD&A, Ms. Fiedler ceased serving as Executive Vice President and Chief Commercial Officer effective January 15, 2025, and will serve as a senior advisor to Organon until her termination of employment on April 30, 2025. While serving as a senior advisor, she continues to receive her normal base salary as described in the CD&A and monthly automobile allowance. Because Ms. Fiedler’s separation from employment will constitute a termination of her employment by Organon without cause under the Severance Plan, she will receive the following severance benefits in accordance with the Severance Plan and a separation agreement entered into between Organon and Ms. Fiedler: (i) a lump sum cash payment of CHF 1,541,000, which is equal to the sum of 78 weeks of her 2024 annual base salary (calculated based on her number of years of continuous service with Merck and Organon in accordance with the Severance Plan) and her 2024 target AIP, and (ii) outplacement assistance for up to 12 months at an expected total company cost of approximately $8,800. Ms. Fiedler will also be eligible to receive a tax counseling allowance of CHF 50,000. With respect to Ms. Fiedler’s unvested equity awards, upon her termination: • NQSOs – A pro-rated portion of her unvested NQSOs as of her termination date (based on the number of months she was employed during the applicable vesting period) will vest on the next scheduled vesting date of the applicable award. The remaining unvested NQSOs will be forfeited upon her termination. Her vested NQSOs will expire on the day before the one-year anniversary of her termination (or, if earlier, the original expiration date of the applicable NQSO). • RSUs – A pro-rated portion of her unvested RSUs as of her termination date (based on the number of months she was employed during the applicable vesting period) will vest on the next scheduled vesting date of the applicable award. The remaining unvested RSUs will be forfeited upon her termination. • PSUs – A pro-rated portion of her unvested PSUs as of her termination date (based on the number of months she was employed during the applicable performance period) will remain outstanding and eligible to vest based on actual performance for the performance period. Any earned PSUs will be settled on the dates the applicable PSUs are settled for our other executives. The separation agreement with Ms. Fiedler also contains a general release of claims in favor of Organon, along with confidentiality, non-disparagement, and other customary covenants under local law.

  93. CEO Pay Ratio

    CEO Pay Ratio

  94. Pay vs. Performance

    Pay vs. Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our chief executive officer (“CEO” as used in the tables) and other named executive officers (“other NEOs”) and certain financial performance measures of Organon. For further information on Organon’s pay-for-performance philosophy and how executive compensation aligns with the company’s performance, refer to the CD&A section of this proxy statement. Pay vs. Performance Table

  95. Pay vs. Performance

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO(1&2) | Compensation Actually Paid to CEO(1&3) | Compensation Table Total for Other NEOs(1&2) | Compensation Actually Paid to Other NEOs(1&3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income (millions)(5) | Adjusted EBITDA (millions)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $17,117,424 | $16,377,730 | $4,418,474 | $4,221,915 | $48.05 | $129.75 | $864 | $2,109 | | 2023 | $14,832,272 | $(553,768) | $4,067,136 | $761,713 | $43.71 | $126.39 | $1,023 | $2,000 | | 2022 | $13,532,980 | $11,727,234 | $4,131,865 | $3,726,599 | $79.65 | $120.52 | $917 | $2,232 | | 2021 | $18,550,737 | $14,257,800 | $5,306,233 | $4,039,153 | $83.72 | $114.88 | $1,351 | $1,441 |

  96. Pay vs. Performance

    | 1. | Kevin Ali served as the company’s CEO for the entirety of 2021, 2022, 2023, and 2024 and the company’s other NEOs for the applicable years were as follows: |

  97. Pay vs. Performance

    | Year | Other NEOs | | 2024 | Matthew Walsh, Juan Camilo Arjona Ferreira, M.D., Susanne Fiedler, Joseph Morrissey | | 2023 | Matthew Walsh, Susanne Fiedler, Joseph Morrissey, Kirke Weaver, Sandra Milligan, M.D. | | 2022 | Matthew Walsh, Susanne Fiedler, Sandra Milligan, M.D., Joseph Morrissey | | 2021 | Matthew Walsh, Susanne Fiedler, Sandra Milligan, M.D., Deborah Telman |

  98. Pay vs. Performance

    | 2. | Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Ali and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs. |

  99. Pay vs. Performance

    | 3. | To calculate compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Ali and for the average adjustments of the other NEOs for 2024 is set forth in the following table. For prior year reconciliations, please refer to the Pay vs Performance section of our 2024 Proxy Statement. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |

  100. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    Reconciliation from Summary Compensation Table to Compensation Actually Paid

  101. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | | CEO | Other NEO Average(f) | | | 2024 | 2024 | | Summary Compensation Table Total(a) | $17,117,424 | $4,418,474 | | Less: Reported Fair Value of Equity Awards(b) | $11,910,552 | $2,652,784 | | Less: Reported Change in Pension Value(c) | $— | $59,439 | | Add: Year-End Fair Value of Equity Awards Granted in the Year(d) | $9,562,193 | $2,129,746 | | Add: Change in Fair Value (from Prior Year-End to Vesting Date) of Equity Awards Granted in Prior Years that Vested in the Year(d) | $1,356,184 | $258,948 | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(d) | $(599,551) | $(103,417) | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $852,032 | $184,466 | | Add: Service Cost and Prior Service Cost For Benefit and Actuarial Pension Plans(e) | $— | $45,920 | | Compensation Actually Paid | $16,377,730 | $4,221,915 |

  102. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (a) Represents “Total Compensation” as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. | | (b) Represents the aggregate grant date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the indicated year. | | (c) Represents the aggregate change in actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table for the indicated year, calculated using the same methodology as used in the company’s financial statements under generally accepted accounting principles. | | (d) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured starting with the date that Organon’s common stock became publicly traded in June 2021, and subsequently as of each vesting date and as of the end of the indicated fiscal year, as applicable. | | For options, a lattice valuation model was used to estimate the fair value as of the various measurement dates. For market-based PSUs, fair values were estimated using a Monte Carlo simulation model. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between May 1, 2020 and March 31, 2024 used an expected term between 6.40 – 7.29 years in 2024, as compared to an expected life of 5.89 years used to calculate the grant date fair value of such awards, and a dividend yield between 5.4% and 7.2% in 2024, as compared to a yield between 3.1% - 6.0% used to calculate the grant date fair value of the awards, and (ii) for the 2022 and 2023 performance awards that vest based on a Free Cash Flow metric, the PSU awards assumed a payout below target at the end of 2024 as compared to the grant date fair value calculations which assumed a payout at target. For performance awards granted in 2024, the Free Cash Flow metric payout assumption remains at target and the Cumulative Constant Currency metric payout was above target. For more information, see “Stock-Based Compensation Plans” in the Notes to Consolidated Financial Statements contained in the company’s Annual Report on Form 10-K for the corresponding fiscal year, where we explain assumptions made in valuing equity awards at grant. | | (e) Represents the sum of the actuarial present value of the benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the company’s financial statements under generally accepted accounting principles. | | (f) See footnote 1 above for the other NEOs included in the average for the indicated year. |

  103. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | 4. | The amounts reflect the cumulative total shareholder return of Organon common stock (column (f)) and the NYSE Arca Pharmaceutical Index (column (g)) at the end of each fiscal year. In each case, the comparison assumes an initial investment of $100 on June 3, 2021 (the day on which regular-way trading of Organon common stock commenced) in our common stock, and reinvestment of dividends. Historic stock price performance is not necessarily indicative of future stock price performance. Because we were not an independent company prior to the spinoff, we have assumed a $100 investment as of the first day of regular trading of our stock following the spinoff. |

  104. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | 5. | The dollar amounts reported represent the net income reflected in Organon’s audited financial statements for the applicable year. |

  105. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | 6. | While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, Adjusted EBITDA is the financial performance measure that, in Organon’s assessment, represents the most important performance measure used to link compensation actually paid to NEOs to company performance in 2024. See Appendix A of this proxy statement for a reconciliation of 2024 Adjusted EBITDA used for purposes of determining the AIP, a non-GAAP measure, to the most directly comparable GAAP measure. The Adjusted EBITDA reported within this table differs from the Adjusted EBITDA amount reported in our fiscal year end earnings release filed with the SEC, because the Adjusted EBITDA reported herein was adjusted to exclude the impact of foreign currency exchange rates and certain business development expenses. The amount reported for 2021 ($1.441B) represents the Adjusted EBITDA for the post-spin period from June to December 2021. |

  106. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    Pay vs. Performance

  107. Pay vs. Performance Table Discussion and Analysis

    Pay vs. Performance Table Discussion and Analysis In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between information presented in the Pay vs. Performance table above. Relationship Between Compensation Actually Paid (CAP) to CEO and Average CAP to Other NEOs vs. Cumulative TSR of Company and the Peer Group The following chart shows the relationship between CAP to our CEO and average CAP to our other NEOs, and Organon’s TSR, as well as the relationship between Organon’s TSR and the TSR of our peer group (the NYSE Arca Pharmaceutical Index). Relationship Between CAP to CEO and Average CAP to Other NEOs vs. Net Income and Adjusted EBITDA The following chart shows the relationship between CAP to our CEO and average CAP to our other NEOs, and Organon’s Net Income and Adjusted EBITDA. Organon does not currently utilize Net Income as a metric in any of our incentive programs for our CEO and other NEOs. Meanwhile, Adjusted EBITDA is a component of the AIP and serves as a threshold for the Free Cash Flow and Cumulative Constant Currency portions of the 2024 PSUs.

  108. Pay vs. Performance Table Discussion and Analysis

    | (1) 2021 Adjusted EBITDA of $1,441M used for purposes of determining the AIP awards only reflects the post-spin period from June to December 2021. |

  109. Pay vs. Performance Table Discussion and Analysis

    Most Important Company Performance Measures for Determining Executive Compensation Below is a list of financial performance measures, which in the company’s assessment represent the most important financial performance measures used by the company to link CAP to the NEOs for 2024. Please see the CD&A (beginning on page 52) for a further description of these metrics and how they are used in the company’s executive compensation program, including the AIP and 2024 PSUs: • Adjusted EBITDA • Constant Currency Revenue • Free Cash Flow • Relative TSR