DEF 14A of Organon & Co., Apr 25, 2024

DEF 14A of Organon & Co.

Filed Apr 25, 2024 · FY20230001193125-24-114048

Open on EDGAR

  1. Our Continuing Directors and Director Nominees (Page 31)

    Our Continuing Directors and Director Nominees (Page 31) Our directors and director nominees 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 and director nominees 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. The following provides summary information about each director nominee and continuing director. Detailed information about each individual’s background, skill sets, and areas of expertise can be found beginning on page 31.

  2. Our Continuing Directors and Director Nominees (Page 31)

    | | | | | | | Committee Memberships | | | | | Name | Age | Director Since | Term Expiring | Primary Occupation | Audit | Talent | ESG | | Class III Directors Standing for Election at the Annual Meeting | | | | | | | | | | | Kevin Ali | 63 | 2021 | 2024 | Chief Executive Officer, Organon & Co. | | | | | | Martha E. McGarry | 72 | 2021 | 2024 | Partner, Mayer Brown LLP | | ● | | | | Philip Ozuah, M.D., Ph. D. | 61 | 2021 | 2024 | President and Chief Executive Officer, Montefiore Medicine | | | ● | | | Shalini Sharp | 49 | 2021 | 2024 | Former Executive Vice President and Chief Financial Officer, Ultragenyx Pharmaceutical Inc. | ● | | |

  3. Our Continuing Directors and Director Nominees (Page 31)

    ● = Committee Chair ● = Committee Member

  4. Our Continuing Directors and Director Nominees (Page 31)

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  5. Our Continuing Directors and Director Nominees (Page 31)

    | Proxy Statement Summary | | | | |

  6. Our Continuing Directors and Director Nominees (Page 31)

    | | | | | | | Committee Memberships | | | | | Name(1) | Age | Director Since | Term Expiring | Primary Occupation | Audit | Talent | ESG | | Directors Continuing in Office | | | | | | | | | | | Robert Essner | 76 | 2021 | 2025 | Former Chairman, Chief Executive Officer and President, Wyeth Pharmaceuticals, Inc. | | | ● | | | Rochelle “Shelly” B. Lazarus | 76 | 2021 | 2025 | Chairman Emeritus of Ogilvy & Mather | | | ● | | | Cynthia M. Patton | 62 | 2021 | 2025 | General Counsel and Corporate Secretary, Tessera Therapeutics | ● | | | | | Grace Puma | 61 | 2021 | 2025 | Former Executive Vice President, Chief Operations Officer, PepsiCo, Inc. | | ● | | | | Carrie S. Cox Board Chairman | 66 | 2021 | 2025 | Former Chief Executive Officer of Humacyte, Inc., former EVP of Schering-Plough and current Chairman of Solventum Corporation and Cartesian Therapeutics, Inc. | | ● | ● | | | Alan Ezekowitz, M.D. | 70 | 2021 | 2025 | 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. | 68 | 2021 | 2025 | President of Spelman College | | | ● | | | Deborah Leone | 59 | 2021 | 2025 | Former Partner & Chief Operating Officer, Investment Management, Goldman Sachs Group, Inc. | ● | | |

  7. Our Continuing Directors and Director Nominees (Page 31)

    ● = Committee Chair ● = Committee Member

  8. Our Continuing Directors and Director Nominees (Page 31)

    | (1) Ma. Fatima de Vera Francisco, who is currently serving as a Class III director, is not being nominated for re-election at this Annual Meeting, and, as such, she is not standing for re-election at this Annual Meeting. Her term will expire at this Annual Meeting, at which time the size of the Board will be automatically reduced to twelve directors. |

  9. Our Continuing Directors and Director Nominees (Page 31)

    | 7 | 2024 Proxy Statement |

  10. 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. |

  11. Average Age of Continuing Directors and Director Nominees

    Average Age of Continuing Directors and Director Nominees The average age of our continuing directors and director nominees is 65.3 years, with ages ranging from 49 to 76 years old. The median age is 65 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.

  12. 2024 Nominees for Class III Directors

    2024 Nominees for Class III Directors

  13. 2024 Nominees for Class III Directors

    | Kevin Ali Management Age: 63 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 |

  14. 2024 Nominees for Class III Directors

    | 31 | 2024 Proxy Statement |

  15. 2024 Nominees for Class III Directors

    | Martha E. McGarry Independent Age: 72 Director Since: 2021 Committees: Talent Key Skills: | Experience Ms. McGarry is a partner at Mayer Brown LLP, an international law firm she joined in August 2021 as Co-Head of Mergers & Acquisitions. Previously, she was a partner at Skadden, Arps, Slate, Meagher & Flom LLP, also an international law firm, since 1985 after joining the firm in 1977. Her practice focuses on mergers and acquisitions, shareholder activism and corporate governance. She serves on the board of The Morgan Library & Museum. Ms. McGarry is a graduate of Middlebury College and received her J.D. from Fordham University. Ms. McGarry brings to the Board extensive experience in mergers and acquisitions and supporting growth companies in their business development efforts. Career Highlights Mayer Brown LLP, an international law firm • Partner and Co-Head of M&A (2021-present) Skadden, Arps, Slate, Meagher & Flom LLP, an international law firm • Partner (1985-2021) Other Public Directorships Current • None Former • None |

  16. 2024 Nominees for Class III Directors

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  17. 2024 Nominees for Class III Directors

    | Proposal 1 Election of Directors | | | | |

  18. 2024 Nominees for Class III Directors

    | Philip Ozuah, M.D., Ph.D. Independent Age: 61 Director Since: 2021 Committees: ESG 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. 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 |

  19. 2024 Nominees for Class III Directors

    | 33 | 2024 Proxy Statement |

  20. 2024 Nominees for Class III Directors

    | Shalini Sharp Independent Age: 49 Director Since: 2021 Committees: Audit (Chair) 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. 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 • Neurocrine Biosciences, Inc. (2020-present) Former • Mirati Therapeutics Inc. (2021-2024) • Sutro Biopharma, Inc. (2018-2023) • TB Alliance (2015-2022) • Array BioPharma Inc. (2017-2019) • Panacea Acquisition Corporation (2020-2021) • Precision Biosciences, Inc. (2018-2022) |

  21. 2024 Nominees for Class III Directors

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  22. 2024 Nominees for Class III Directors

    | Proposal 1 Election of Directors | | | | |

  23. Continuing Class I Directors Whose Terms Will Expire in 2025

    Continuing Class I Directors Whose Terms Will Expire in 2025

  24. Continuing Class I Directors Whose Terms Will Expire in 2025

    | Robert Essner Independent Age: 76 Director Since: 2021 Committees: ESG (Chair) 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) |

  25. Continuing Class I Directors Whose Terms Will Expire in 2025

    | 35 | 2024 Proxy Statement |

  26. Continuing Class I Directors Whose Terms Will Expire in 2025

    | Rochelle (“Shelly”) B. Lazarus Independent Age: 76 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 • Blackstone, Inc. (2013-present) • Rockefeller Capital Management (2019-present) Former • General Electric Company (2000-2018) • Merck & Co., Inc. (2004-2020) |

  27. Continuing Class I Directors Whose Terms Will Expire in 2025

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  28. Continuing Class I Directors Whose Terms Will Expire in 2025

    | Proposal 1 Election of Directors | | | | |

  29. Continuing Class I Directors Whose Terms Will Expire in 2025

    | Cynthia M. Patton Independent Age: 62 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 Martin Luther King, Jr. Community Hospital in Los Angeles, a private, nonprofit, safety-net hospital serving South Los Angeles, the Los Angeles Music Center, and the Ethics and Compliance Initiative. She also serves on the board of trustees of Vassar College and the Program on Corporate Compliance and Enforcement at NYU Law School. 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 |

  30. Continuing Class I Directors Whose Terms Will Expire in 2025

    | 37 | 2024 Proxy Statement |

  31. Continuing Class I Directors Whose Terms Will Expire in 2025

    | Grace Puma Independent Age: 61 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. 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 • Target Corporation (2022-present) Former • Williams-Sonoma, Inc. (2017-2020) |

  32. Continuing Class I Directors Whose Terms Will Expire in 2025

    | | 38 |

  33. Continuing Class I Directors Whose Terms Will Expire in 2025

    | Proposal 1 Election of Directors | | | | |

  34. Continuing Class II Directors Whose Terms Will Expire in 2025

    Continuing Class II Directors Whose Terms Will Expire in 2025

  35. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Carrie S. Cox Independent Age: 66 Director Since: 2021 Committees: Talent (Chair) and ESG 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 electroCore, Inc. between 2018 and 2020, and as Chairman of the board of directors of Cardinal Health Inc. between 2009 and 2023. 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 • Texas Instruments Inc. (2004-present) • Cartesian Therapeutics, Inc. (Chairman) (2023-present) • Solventum Corporation (Chairman) (2024-present) Former • Array BioPharma Inc. (2018-2019) • Celgene Corp. (2009-2019) • electroCore, Inc. (2018-2020) • Cardinal Health Inc. (2009-2023) • Selecta Biosciences, Inc. (Chairman) (2019-2023) |

  36. Continuing Class II Directors Whose Terms Will Expire in 2025

    | 39 | 2024 Proxy Statement |

  37. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Alan Ezekowitz, M.D., D.Phil. Independent Age: 70 Director Since: 2021 Committees: Audit 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 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 • Fulcrum Therapeutics, Inc. (2016-present) Former • None |

  38. Continuing Class II Directors Whose Terms Will Expire in 2025

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  39. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Proposal 1 Election of Directors | | | | |

  40. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Helene Gayle, M.D. Independent Age: 68 Director Since: 2021 Committees: ESG Key Skills: | Experience Dr. Gayle, an expert on global development, humanitarian, and health issues, is currently 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. Most recently, 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 implements 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 company governance experience. Dr. Gayle serves on non-profit boards, including New America, the ONE Campaign, 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 currently serves as a director of The Coca-Cola Company and Palo Alto Networks Inc. 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 is a graduate of the Barnard College of Columbia University and received her M.D. from the University of Pennsylvania and a master’s degree 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 (2022-present) Chicago Community Trust, an organization dedicated to addressing the region’s racial and ethnic disparities • 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 • The Coca-Cola Company (2013-present) • Palo Alto Networks Inc. (2021-present) Former • GoHealth, Inc. (2020-2022) • Colgate Palmolive Company (2010-2021) |

  41. Continuing Class II Directors Whose Terms Will Expire in 2025

    | 41 | 2024 Proxy Statement |

  42. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Deborah Leone Independent Age: 59 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 |

  43. Continuing Class II Directors Whose Terms Will Expire in 2025

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  44. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Director Compensation | |

  45. Continuing Class II Directors Whose Terms Will Expire in 2025

    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 54), 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 54). No changes were made to our 2023 program compared to 2022 design and pay levels. Further, in December 2023, in consultation with Korn Ferry, the Talent Committee reviewed our director compensation program and again determined not to recommend any changes to our director compensation program for 2024. The 2023 director compensation program is set forth below.

  46. Continuing Class II Directors Whose Terms Will Expire in 2025

    | Elements of 2023 Director Compensation Program | | | | | | | | Annual Retainer Components | Non- Employee Directors | | Additional Retainers for Committee Leadership | | | Additional Retainer for Committee Membership | | | | Independent Chairman of the Board Retainer | Audit Committee Chair Retainer(3) | ESG Committee Chair Retainer | Talent Committee Chair Retainer(4) | Audit Committee Member Retainer | | Annual Cash Retainer(1) | $120,000 | $250,000 | $25,000 | $15,000 | $20,000 | $10,000 | | Annual Equity Retainer(2) | $200,000 | — | — | — | — | — |

  47. Continuing Class II Directors Whose Terms Will Expire in 2025

    | (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. |

  48. Continuing Class II Directors Whose Terms Will Expire in 2025

    | (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”). |

  49. Continuing Class II Directors Whose Terms Will Expire in 2025

    | (3) The Audit Committee Chair retainer includes the Audit Committee Member retainer fee in the amount of $10,000. |

  50. Continuing Class II Directors Whose Terms Will Expire in 2025

    | (4) Ms. Cox does not receive an additional retainer for her services as Talent Committee Chair due to her status as Chairman of the Board. |

  51. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the annual compensation for our non-employee directors for the fiscal year ended December 31, 2023. Mr. Ali did not receive any additional compensation for his service as a director in 2023.

  52. 2023 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. | 130,000 | 200,000 | 330,000 | | Ma. Fatima de Vera Francisco(2) | 120,000 | 200,000 | 320,000 | | Helene Gayle, M.D. | 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 | 120,000 | 200,000 | 320,000 | | Philip Ozuah, M.D., Ph.D. | 120,000 | 200,000 | 320,000 | | 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 |

  53. 2023 Director Compensation Table

    | (1) The amounts reported represent the grant date fair value of deferred stock units granted in 2023, 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”). As of December 31, 2023, Ms. Cox, Ms. Sharp and each of our other non-employee directors held 37,421, 27,145 and 26,816 fully vested deferred stock units, respectively. |

  54. 2023 Director Compensation Table

    | (2) Ma. Fatima de Vera Francisco is not standing for re-election at this Annual Meeting. |

  55. 2023 Director Compensation Table

    | | 44 |

  56. Named Executive Officers

    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 50. This vote is commonly referred to as a say-on-pay vote. For 2023, 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 2024 Annual Meeting at the 2025 annual meeting of shareholders.

  57. Executive Summary

    Executive Summary We delivered strong revenue performance in 2023, achieving a 3% year-over-year growth in revenue on a constant currency basis. Full year adjusted EBITDA margin was 31%. In the context of our Annual Incentive Plan (“AIP”), these financial results (see page 60 for the AIP adjustment), in conjunction with strong execution of our non-financial organizational priorities resulted in a 98% payout. Our organizational priorities are established by our management team at the beginning of each year and are further described on page 60. For 2023, our compensation program consisted primarily of base salary, AIP, and long-term incentive (“LTI”) equity awards. 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.

  58. 2023 Performance Highlights

    | * As determined for payouts under the AIP. See page 60 of this proxy statement for further details. |

  59. Our Named Executive Officers

    | * Effective December 1, 2023, Dr. Milligan ceased serving as Organon’s Executive Vice President and Head of Research and Development. Dr. Milligan served as a senior advisor to Organon until her separation from employment with Organon on January 5, 2024 (which constituted a termination without cause under the Executive Severance Program). See “Departure of NEO” in the Potential Payments Upon Termination or Change in Control section below for additional information regarding her departure. |

  60. 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 54 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 NEOs’ 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 56 for more details about our 2023 elements of compensation. |

  61. 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 compensation amounts varying based on individual NEOs’ circumstances (primarily proficiency in role) ✓ Impose maximum 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 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 |

  62. 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 NEO’s individual 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 Free Cash Flow • Three-Year Relative TSR 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 shareholder value |

  63. How Compensation Decisions Are Made

    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, our 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 2023, the Talent Committee continued to retain Korn Ferry as its compensation consultant. With respect to 2023 compensation decisions, Korn Ferry advised the Talent Committee on the design of the 2023 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 2023. Fees paid to Korn Ferry for 2023 services included (i) $178,000 for executive and director compensation consulting services, and (ii) $300,648 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 2023, FW Cook was also engaged by management to provide certain compensation design consulting services. FW Cook did not recommend the amount or form of executive compensation to the Talent Committee and did not attend any Talent Committee meetings, but did provide certain of its work product to Korn Ferry. 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 will best support our ability to understand competitive pay levels compared to companies of a similar size, while also measuring our performance relative to a broader set of industry peers that will better represent 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 companies that met one or more of the following selection criteria based on the recommendations of Korn Ferry:

  64. How Compensation Decisions Are Made

    | 2023 Compensation Peer Group | | | | Agilent Technologies, Inc. | Catalent, Inc. | Perrigo Company plc | | Avantor, Inc. | Danaher Corporation | Regeneron Pharmaceuticals, Inc. | | Bausch Health Companies Inc. | Edwards Lifesciences Corporation | Revvity Inc. (formerly PerkinElmer Inc.) | | Baxter International Inc. | Elanco Animal Health Incorporated | Vertex Pharmaceuticals Incorporated | | Becton, Dickinson and Company | Hologic, Inc. | Viatris Inc. | | Biogen Inc. | Intuitive Surgical, Inc. | Zoetis Inc. | | Boston Scientific Corporation | IQVIA Holdings Inc. | |

  65. How Compensation Decisions Are Made

    Our 2023 Compensation Peer Group remained the same as our 2022 Compensation Peer Group. Danaher Corporation was removed from our 2024 Compensation Peer Group due to its incomparable revenue size relative to Organon. The Talent Committee believes that compensation decisions are complex and require an in-depth review of Organon performance and peer compensation levels. Other factors that may influence the amount of 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.

  66. Kevin Ali, Chief Executive Officer

    | | | | | | | | | | | | | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | | 2022 | $1,225 | 125% | $1,531 | $9,000 | $4,500 | $2,250 | $2,250 | $11,756 | | | 2023 | $1,250 | 150% | $1,875 | $11,000 | $5,500 | $2,750 | $2,750 | $14,125 | | | YoY% Increase | 2% | 20% | 22% | 22% | 22% | 22% | 22% | 20% |

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

    | | | | | | | | | | | | | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | | 2022 | $857 | 80% | $686 | $3,250 | $1,625 | $813 | $813 | $4,793 | | | 2023 | $900 | 80% | $720 | $3,400 | $1,700 | $850 | $850 | $5,020 | | | YoY% Increase | 5% | 0% | 5% | 5% | 5% | 5% | 5% | 5% |

  68. Susanne Fiedler, Executive Vice President and Chief Commercial Officer

    | | | | | | | | | | | | | | Base Salary* | AIP Target* | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | | 2022 | $692 | 80% | $554 | $2,000 | $1,000 | $500 | $500 | $3,246 | | | 2023 | $735 | 80% | $588 | $2,200 | $1,100 | $550 | $550 | $3,523 | | | YoY% Increase | 6%** | 0% | 6%** | 10% | 10% | 10% | 10% | 9% | | * Ms. Fiedler’s base salary and AIP targets were denominated in Swiss francs and have been converted to U.S. dollars based on an exchange rate of CHF 1 = USD 1.0816 for 2022 and CHF 1 = USD 1.0969 for 2023. ** YoY % increases for Ms. Fielder’s base salary and AIP targets, prior to conversion into USD, were 5%. Joseph Morrissey, Executive Vice President and Head of Manufacturing and Supply | | | | | | | | | | | | | | | | | | | | | | | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | | 2022 | $710 | 80% | $568 | $1,650 | $825 | $413 | $413 | $2,928 | | | 2023 | $750 | 80% | $600 | $2,200 | $1,100 | $550 | $550 | $3,550 | | | YoY% Increase | 6% | 0% | 6% | 33% | 33% | 33% | 33% | 21% |

  69. Kirke Weaver, Executive Vice President, General Counsel and Corporate Secretary

    | | | | | | | | | | | | | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | | 2023* | $650 | 70% | $455 | $1,750 | $875 | $438 | $438 | $2,855 |

  70. Kirke Weaver, Executive Vice President, General Counsel and Corporate Secretary

    | * Mr. Weaver was appointed as an executive officer and promoted to General Counsel and Corporate Secretary in 2023. In connection with his appointment, the Talent Committee approved the above 2023 target compensation. |

  71. Sandra Milligan, M.D., Former Executive Vice President and Head of Research and Development

    | | | | | | | | | | | | | | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | | 2022 | $750 | 80% | $600 | $2,500 | $1,250 | $625 | $625 | $3,850 | | | 2023 | $800 | 80% | $640 | $2,750 | $1,375 | $688 | $688 | $4,190 | | | YoY% Increase | 7% | 0% | 7% | 10% | 10% | 10% | 10% | 9% |

  72. Sandra Milligan, M.D., Former Executive Vice President and Head of Research and Development

    Annual Cash Incentive Each of the NEOs was designated as a participant in the 2023 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’ 2023 annual incentive target, as a percentage of base salary. The target annual incentive for Mr. Ali was increased from 125% of base salary in 2022 to 150% in 2023 to better align with the competitive market practices. Mr. Weaver’s AIP target was also increased compared to 2022 levels due to his promotion to General Counsel and Corporate Secretary during 2023. Our Company Scorecard establishes a set of common financial and non-financial (organizational health) goals for our NEOs and other AIP-eligible employees. The 2023 AIP Company Scorecard included the following metrics, weighted as indicated below:

  73. Sandra Milligan, M.D., Former Executive Vice President and Head of Research and Development

    Our financial metrics — Revenue and Adjusted EBITDA — are 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 are collectively weighted at 20% and are designed to focus management on making progress against critical management priorities to execute 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 2023 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 forfeiture of the opportunity 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 2023 AIP. These adjustments were made to remove the impact of currency exchange rates and certain business development expenses, as further described below. The 2023 Company Scorecard structure and results are as follows:

  74. 2023 Company Scorecard

    Revenue In establishing the Revenue target for 2023, the Talent Committee aligned the target goal with the Board approved financial plan for 2023. Reported revenue of $6.263 billion was adjusted to $6.303 billion to remove the negative impact of currency exchange rates (versus currency exchange rates budgeted in the annual operating plan). This result was slightly below our revenue target but above the threshold performance level, as shown above. Adjusted EBITDA In establishing the Adjusted EBITDA target for 2023, the Talent Committee aligned the target goal with the Board approved financial plan for 2023. Adjusted EBITDA of $1.944 billion was adjusted to $2.0 billion for 2023, which represents reported EBITDA adjusted to exclude the impact of currency exchange rate changes, certain business development expenses that were not included in the 2023 financial plan approved by the Board in 2022 and share-based compensation expense. This result was slightly below our Adjusted EBITDA target but above the threshold performance level, as shown above. Organizational Health Priorities Each year, the company establishes three to five critical business priorities. As a recently independent company, our 2023 priorities were focused on the social aspect of our ESG strategy, the launch of our enterprise resource planning system in accordance with our replan timeline, and continuing to make significant progress towards full operational independence from our former parent company, Merck, through the successful exits of transition service agreements. Our 2023 organizational health priorities and performance were as follows:

  75. 2023 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 | 98 | 1,837,500 | | Matthew Walsh | 900,000 | 80% | 720,000 | 98 | 705,600 | | Susanne Fiedler** | 734,923 | 80% | 587,938 | 98 | 576,180 | | Joseph Morrissey | 750,000 | 80% | 600,000 | 98 | 588,000 | | Kirke Weaver | 650,000 | 70% | 455,000 | 98 | 445,900 | | Sandra Milligan, M.D. | 800,000 | 80% | 640,000 | 98 | 627,200 |

  76. 2023 Company Scorecard

    | * Reflects base salary and AIP target, as in effect as of December 31, 2023. |

  77. 2023 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 56 set forth the 2023 annual target LTI awards for each of our NEOs along with information regarding increases from 2022 levels. The 2023 LTI award values were determined after considering market data from Korn Ferry as well as individual performance. The LTI target award values reflect the positioning of TTDC relative to the competitive market as well as considerations regarding internal pay equity and individual NEO’s performance and duties. As shown on page 56, 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 approved an increase in target LTI levels in 2023 for our NEOs, with more significant increases for Mr. Ali and Mr. Morrissey to better align with market practice and Mr. Weaver due to his promotion to General Counsel and Corporate Secretary during 2023. 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 (other than the PSU performance goals) were approved in early 2023 with PSU performance goals finalized after the company’s strategic planning process was completed in August 2023. The annual LTI grants for 2023 were comprised of the following:

  78. 2023 Company Scorecard

    | PSUs | ● 50% of target LTI opportunity ● Performance Goals: three-year cumulative free cash flow (weighted 70%) and three-year relative TSR (weighted 30%) ● Threshold performance required for payout at 50% of target shares, with potential to earn up to 200% of target shares. Payout with respect to the relative TSR metric is capped at target if our absolute TSR over the performance period is negative ● Three-year cliff vesting following conclusion of the applicable performance period and subject to continued service and achievement of the applicable performance goals | | RSUs | ● 25% of target LTI opportunity ● Three-year vesting schedule, with one-third vesting on each of the three anniversaries of the grant date | | NQSOs | ● 25% of target LTI opportunity ● Three-year vesting schedule, with one-third vesting on each of the three anniversaries of the grant date |

  79. 2023 Company Scorecard

    PSU Performance Metrics For 2023, similar to our 2022 PSUs, the Talent Committee selected three-year cumulative free cash flow and relative TSR as the performance metrics, weighted at 70% and 30%, respectively. These metrics were selected to complement the measures used in the 2023 AIP to provide a balanced executive compensation program that focuses on driving profitable growth while effectively managing capital allocation and the creation of long-term shareholder value. Free cash flow for purposes of the 2023 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. The Talent Committee established the PSU free cash flow performance goals after considering the company’s long-term operating plan, with the goals designed to encourage strong, focused performance. Given the economic and market conditions at the time the targets were set, the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. For competitive reasons, we currently intend to disclose our free cash flow goals for the 2023 program at the end of the performance period, once our financial results are publicly available. 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.

  80. 2023 Company Scorecard

    | 2023 PSUs (performance period January 1, 2023 – December 31, 2025) | | | | | 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% |

  81. 2023 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 2023 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. |

  82. 2023 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 Mr. Weaver who was appointed as General Counsel and Corporate Secretary, effective January 1, 2023. 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

  83. 2023 Company Scorecard

    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. Dr. Milligan’s termination of employment constituted a termination without cause under the Severance Plan. See the subsection titled “Departure of NEO” for a description of the severance benefits she received under the Severance Plan. 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 2023 Nonqualified Deferred Compensation Table for further information regarding Organon’s non-qualified savings plan and the 2023 Pension Benefits Table for further information regarding the Swiss Savings Plan, on pages 73 and 74, 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, due to regulatory considerations, Mr. Ali maintains residency in the United States as well as Switzerland. 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 limited benefits related to his residency in Switzerland, such as housing reimbursements, tax compliance services, miscellaneous relocation costs, and tax reimbursements relating to the housing and moving costs. Mr. Ali is not tax equalized by Organon for any income taxes due as a result of his residency in both the United States and Switzerland, although he 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 Mr. Ali’s 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 2023 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 back to the United States and commenced services with Organon. During 2023, Organon hired an outside security provider to perform an updated, comprehensive security assessment with respect to Mr. Ali. Based on its security assessment, the outside security provider recommended certain home security services be provided to Mr. Ali as well as advanced intelligence monitoring, secure transportation for Mr. Ali and his immediate family members and security personnel. Accordingly, Organon paid for certain security services for Mr. Ali and his immediate family members. Because Organon believes it is in the

  84. 2023 Company Scorecard

    | • | No increases to the 2023 base salary, target AIP, or target LTI awards for our NEOs, as the Talent Committee believes current levels are in line with market practices and adequately reflect NEOs’ responsibilities and experience. |

  85. 2023 Company Scorecard

    | • | For our 2024 PSUs: |

  86. 2023 Company Scorecard

    | – | The PSU performance goals will be set at the beginning of the fiscal year for each year of the three-year performance period and Organon’s cumulative performance over the performance period will be assessed against the aggregate total of such annual goals. The use of this structure is intended to provide us with greater flexibility given our status as a recently independent company and permit us to timely respond and adjust to the macroeconomic environment so that we continue to set challenging but achievable performance goals. |

  87. 2023 Company Scorecard

    | – | Constant currency revenue has been added as an additional financial metric (weighed at 25%) along with free cash flow (weighed at 50%). The weighting of the relative TSR metric has been reduced to 25%. In addition, we added a circuit breaker for the financial metrics portion of the PSUs (i.e., 75% of the PSUs) based on our two-year adjusted EBITDA achievement, pursuant to which there will be no payout for the financial metrics portion unless such adjusted EBITDA performance is achieved. Such modifications are intended to incentivize our NEOs to focus on driving long-term financial growth and capital efficiency as we progress towards establishing full operational independence. |

  88. 2023 Company Scorecard

    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. Return of Incentive Compensation (“Clawback Policy”) In 2023, we adopted 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

  89. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for 2023 and, to the extent required by SEC disclosure rules, 2022 and 2021. As noted above, on June 2, 2021, Organon became an independent, publicly traded company as a result of the spinoff. Prior to the spinoff, our NEOs received compensation from Merck for service in 2021. Compensation paid by Merck is reflected in the 2021 Summary Compensation Table below; however, this table excludes any compensation under Merck’s pension plans and non-qualified deferred compensation plans, as such plans remain at Merck and we did not assume any liability with respect to such plans.

  90. 2023 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 ($)(5) | Total ($) | | Kevin Ali | 2023 | 1,244,231 | — | 8,260,650 | 2,749,368 | 1,837,500 | — | 740,523 | 14,832,272 | | Chief Executive Officer | 2022 | 1,203,769 | — | 7,345,176 | 2,249,992 | 1,837,500 | — | 896,544(6) | 13,532,980 | | | 2021 | 1,134,451 | — | 7,746,837 | 7,663,630 | 1,487,063 | — | 518,756 | 18,550,737 | | Matthew Walsh | 2023 | 890,077 | — | 2,553,291 | 849,799 | 705,600 | — | 214,100 | 5,212,866 | | EVP and Chief Financial Officer | 2022 | 849,385 | — | 2,652,410 | 812,500 | 822,720 | — | 169,570 | 5,306,585 | | | 2021 | 825,055 | — | 2,808,152 | 2,378,360 | 692,160 | — | 53,338 | 6,757,065 | | Susanne Fiedler(7) | 2023 | 726,696 | — | 1,652,125 | 549,871 | 576,180 | 259,270 | 72,259 | 3,836,401 | | EVP and Chief Commercial Officer | 2022 | 686,275 | — | 1,632,250 | 499,992 | 664,535 | 80,086 | 92,900 | 3,656,038 | | | 2021 | 672,948 | — | 1,621,092 | 2,008,368 | 569,423 | 178,727 | 265,716 | 5,316,274 | | Joseph Morrissey(8) | 2023 | 740,769 | — | 1,652,125 | 549,871 | 588,000 | — | 206,244 | 3,737,009 | | EVP and Head of Manufacturing and Supply | 2022 | 688,769 | — | 1,346,603 | 412,492 | 681,600 | — | 165,735 | 3,295,199 | | Kirke Weaver(8) | 2023 | 650,000 | 210,656(9) | 1,314,174 | 437,394 | 445,900 | — | 134,569 | 3,192,693 | | EVP, General Counsel and Corporate Secretary | | | | | | | | | | | Sandra Milligan, M.D.(10) | 2023 | 788,462 | — | 2,065,157 | 687,337 | 627,200 | — | 188,558 | 4,356,713 | | Former EVP and Head of Research and Development | 2022 | 731,423 | — | 2,040,286 | 624,993 | 720,000 | — | 152,938 | 4,269,640 | | | 2021 | 670,357 | — | 1,622,634 | 2,104,512 | 492,083 | — | 43,149 | 4,932,735 |

  91. 2023 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. For the 2023 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—$10,999,954; Mr. Walsh—$3,399,994; Ms. Fiedler—$2,199,991; Mr. Morrissey—$2,199,991; Mr. Weaver—$1,749,955; and Dr. Milligan—$2,749,989. See Note 7 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2023 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts. Our 2022 PSUs vest based on our free cash flow (70%) and relative TSR (30%) performance over a three-year performance period. In our 2023 proxy statement, we inadvertently overstated the grant date fair value of such awards by applying the relative TSR grant date value (which was higher than the free cash flow grant date value) to 100% of each award. We have adjusted each NEO’s 2022 compensation, as reflected above, to correct the grant date fair values of these PSU awards, taking into account their 70/30 weightings between free cash flow and relative TSR performance, respectively. In addition, prior our spinoff from Merck, our NEOs received stock awards under Merck’s long-term equity incentive program, all of which were converted into Organon stock awards in connection with the spinoff. Due to an administrative oversight, we inadvertently omitted the incremental cost associated with the conversion of each NEO’s Merck awards into Organon stock awards in each NEO’s 2021 compensation in our 2022 and 2023 proxy statements. We have adjusted each NEO’s 2021 compensation, as reflected above, to correct these values (except for Mr. Walsh, who did not have any incremental cost associated with his converted Merck awards). |

  92. 2023 Summary Compensation Table

    | (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. See Note 7 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. Prior to our spinoff from Merck, our NEOs received stock options under Merck’s long-term equity incentive program, all of which were converted into Organon stock options in connection with the spinoff. Due to an administrative oversight, we inadvertently omitted the |

  93. 2023 Summary Compensation Table

    | | 66 |

  94. 2023 Summary Compensation Table

    | Executive Compensation | | | | |

  95. 2023 Summary Compensation Table

    | incremental cost associated with the conversion of each NEO’s Merck options into Organon stock options in each NEO’s 2021 compensation in our 2022 and 2023 proxy statements. We have adjusted each NEO’s 2021 compensation, as reflected above, to correct these values. |

  96. 2023 Summary Compensation Table

    | (3) The amounts reported for 2023 represent cash awards paid to the NEOs under the 2023 AIP. |

  97. 2023 Summary Compensation Table

    | (4) The amount reported in this column for Ms. Fiedler for 2023 represents the change in her accumulated benefits under the Swiss Savings Plan. See Note 15 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating this amount. |

  98. 2023 Summary Compensation Table

    | (5) The following table summarizes the compensation and benefits included under All Other Compensation in the 2023 Summary Compensation Table that were awarded to, earned by, or paid to the NEOs for the fiscal year ending December 31, 2023. |

  99. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information on the 2023 AIP and the PSUs, RSUs and NQSOs granted in 2023 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.

  100. 2023 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 units (#) | All Other Option Awards: Number of securities underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kevin Ali | | (2) | — | 1,875,000 | 3,750,000 | — | — | — | — | — | — | — | | | 3/31/2023 | 2/6/2023(3) | — | — | — | — | — | — | 116,921 | — | — | 2,749,982 | | | 3/31/2023 | 2/6/2023(4) | — | — | — | — | — | — | — | 419,847 | 23.52 | 2,749,368 | | | 8/11/2023 | 7/25/2023(5) | — | — | — | 118,790 | 237,580 | 475,160 | — | — | — | 5,510,668 | | Matthew Walsh | | (2) | — | 720,000 | 1,440,000 | — | — | — | — | — | — | — | | | 3/31/2023 | 2/6/2023(3) | — | — | — | — | — | — | 36,139 | — | — | 849,989 | | | 3/31/2023 | 2/6/2023(4) | — | — | — | — | — | — | — | 129,770 | 23.52 | 849,799 | | | 8/11/2023 | 7/25/2023(5) | — | — | — | 36,717 | 73,434 | 146,868 | — | — | — | 1,703,302 | | Susanne Fiedler | | (2) | — | 587,938 | 1,175,877 | — | — | — | — | — | — | — | | | 3/31/2023 | 2/6/2023(3) | — | — | — | — | — | — | 23,384 | — | — | 549,992 | | | 3/31/2023 | 2/6/2023(4) | — | — | — | — | — | — | — | 83,969 | 23.52 | 549,871 | | | 8/11/2023 | 7/25/2023(5) | — | — | — | 23,758 | 47,516 | 95,032 | — | — | — | 1,102,134 | | Joseph Morrissey | | (2) | — | 600,000 | 1,200,000 | — | — | — | — | — | — | — | | | 3/31/2023 | 2/6/2023(3) | — | — | — | — | — | — | 23,384 | — | — | 549,992 | | | 3/31/2023 | 2/6/2023(4) | — | — | — | — | — | — | — | 83,969 | 23.52 | 549,871 | | | 8/11/2023 | 7/25/2023(5) | — | — | — | 23,758 | 47,516 | 95,032 | — | — | — | 1,102,134 | | Kirke Weaver | | (2) | — | 455,000 | 910,000 | — | — | — | — | — | — | — | | | 3/31/2023 | 2/6/2023(3) | — | — | — | — | — | — | 18,601 | — | — | 437,496 | | | 3/31/2023 | 2/6/2023(4) | — | — | — | — | — | — | — | 66,793 | 23.52 | 437,394 | | | 8/11/2023 | 7/25/2023(5) | — | — | — | 18,898 | 37,796 | 75,592 | — | — | — | 876,678 | | Sandra Milligan, M.D. | | (2) | — | 640,000 | 1,280,000 | — | — | — | — | — | — | — | | | 3/31/2023 | 2/6/2023(3) | — | — | — | — | — | — | 29,230 | — | — | 687,490 | | | 3/31/2023 | 2/6/2023(4) | — | — | — | — | — | — | — | 104,961 | 23.52 | 687,337 | | | 8/11/2023 | 7/25/2023(5) | — | — | — | 29,698 | 59,395 | 118,790 | — | — | — | 1,377,667 |

  101. 2023 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 2023, as computed in accordance with ASC 718. In the case of the PSUs, the grant date fair value is calculated using a Monte Carlo valuation for relative TSR, and for the free cash flow portion, 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. See Note 7 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. |

  102. 2023 Grants of Plan-Based Awards Table

    | (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 2023 under the 2023 AIP. The amount actually paid to each NEO under the 2023 AIP is reported in the Non-Equity Incentive Plan Compensation column in the 2023 Summary Compensation Table on page 66. |

  103. 2023 Grants of Plan-Based Awards Table

    | (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. |

  104. 2023 Grants of Plan-Based Awards Table

    | (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. |

  105. 2023 Grants of Plan-Based Awards Table

    | | 68 |

  106. 2023 Grants of Plan-Based Awards Table

    | Executive Compensation | | | | |

  107. 2023 Grants of Plan-Based Awards Table

    | (5) Represents PSUs granted to the NEOs in 2023. 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. 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. |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    Outstanding Equity Awards at 2023 Fiscal Year-End Table The following table summarizes outstanding option awards and unvested stock awards held by each NEO on December 31, 2023.

  109. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | Option Awards | | | | 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 | 5/2/2014 | 27,021 | — | 27.67 | 5/1/2024 | — | — | — | — | | | 5/1/2015 | 60,821 | — | 28.44 | 4/30/2025 | — | — | — | — | | | 5/10/2016 | 38,120 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017 | 72,063 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018 | 77,028 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | 59,413 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | 63,578 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 3/31/2021(3) | — | — | — | — | 88,121 | 1,270,705 | — | — | | | 5/4/2021(4) | 343,644 | 171,827 | 36.11 | 5/3/2031 | — | — | — | — | | | 5/4/2021(5) | — | — | — | — | 22,161 | 319,562 | — | — | | | 8/17/2021(6) | — | 133,928 | 35.38 | 8/16/2031 | — | — | — | — | | | 8/17/2021(7) | — | — | — | — | — | — | 21,198 | 305,675 | | | 3/31/2022(4) | 66,137 | 132,275 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 42,943 | 619,238 | — | — | | | 8/9/2022(8) | — | — | — | — | — | — | 121,853 | 1,757,127 | | | 3/31/2023(4) | — | 419,847 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 116,921 | 1,686,001 | — | — | | | 8/11/2023(9) | — | — | — | — | — | — | 201,943 | 2,912,018 | | Matthew Walsh | 3/31/2021(3) | — | — | — | — | 33,044 | 476,494 | — | — | | | 5/4/2021(4) | 128,866 | 64,436 | 36.11 | 5/3/2031 | — | — | — | — | | | 5/4/2021(5) | — | — | — | — | 8,310 | 119,830 | — | — | | | 8/17/2021(6) | — | 44,642 | 35.38 | 8/16/2031 | — | — | — | — |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 69 | 2024 Proxy Statement |

  111. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | Option Awards | | | | 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) | | | 8/17/2021(7) | — | — | — | — | — | — | 7,066 | 101,892 | | | 3/31/2022(4) | 23,883 | 47,766 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 15,507 | 223,611 | — | — | | | 8/9/2022(8) | — | — | — | — | — | — | 44,003 | 634,520 | | | 3/31/2023(4) | — | 129,770 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 36,139 | 521,124 | — | — | | | 8/11/2023(9) | — | — | — | — | — | — | 62,419 | 900,081 | | Susanne Fiedler | 5/10/2016 | 26,123 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017 | 45,039 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018 | 46,215 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | 35,647 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | 50,863 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 3/31/2021(3) | — | — | — | — | 19,827 | 285,905 | — | — | | | 5/4/2021(4) | 77,318 | 38,662 | 36.11 | 5/3/2031 | — | — | — | — | | | 5/4/2021(5) | — | — | — | — | 4,989 | 71,941 | — | — | | | 8/17/2021(6) | — | 22,321 | 35.38 | 8/16/2031 | — | — | — | — | | | 8/17/2021(7) | — | — | — | — | — | — | 3,533 | 50,946 | | | 3/31/2022(4) | 14,697 | 29,394 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 9,543 | 137,610 | — | — | | | 8/9/2022(8) | — | — | — | — | — | — | 27,078 | 390,471 | | | 3/31/2023(4) | — | 83,969 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 23,384 | 337,197 | — | — | | | 8/11/2023(9) | — | — | — | — | — | — | 40,389 | 582,404 | | Joseph Morrissey | 5/2/2014 | 46,323 | — | 27.67 | 5/1/2024 | — | — | — | — | | | 5/1/2015 | 52,132 | — | 28.44 | 4/30/2025 | — | — | — | — | | | 5/10/2016 | 57,177 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017 | 45,039 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018 | 30,810 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | 23,765 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | 34,967 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 3/31/2021(3) | — | — | — | — | 14,319 | 206,480 | — | — |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | 70 |

  113. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Executive Compensation | | | | |

  114. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | Option Awards | | | | 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) | | | 5/4/2021(4) | 55,840 | 27,924 | 36.11 | 5/3/2031 | — | — | — | — | | | 5/4/2021(5) | — | — | — | — | 3,604 | 51,970 | — | — | | | 8/17/2021(6) | — | 22,321 | 35.38 | 8/16/2031 | — | — | — | — | | | 8/17/2021(7) | — | — | — | — | — | — | 3,533 | 50,946 | | | 3/31/2022(4) | 12,125 | 24,250 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 7,873 | 113,529 | — | — | | | 8/9/2022(8) | — | — | — | — | — | — | 22,340 | 322,138 | | | 3/31/2023(4) | — | 83,969 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 23,384 | 337,197 | — | — | | | 8/11/2023(9) | — | — | — | — | — | — | 40,389 | 582,404 | | Kirke Weaver | 5/4/2018 | 18,486 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | 19,606 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | 25,748 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 3/31/2021(3) | — | — | — | — | 4,957 | 71,480 | — | — | | | 5/4/2021(4) | 19,330 | 9,666 | 36.11 | 5/3/2031 | — | — | — | — | | | 5/4/2021(5) | — | — | — | — | 1,248 | 17,996 | — | — | | | 3/31/2022(5) | — | — | — | — | 8,588 | 123,839 | — | — | | | 11/7/2022(10) | — | — | — | — | 6,250 | 90,125 | — | — | | | 3/31/2023(4) | — | 66,793 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 18,601 | 268,226 | — | — | | | 8/11/2023(9) | — | — | — | — | — | — | 32,127 | 463,266 | | Sandra Milligan, M.D.(11) | 5/10/2016 | 48,931 | — | 25.98 | 5/9/2026 | — | — | — | — | | | 5/5/2017 | 63,054 | — | 30.40 | 5/4/2027 | — | — | — | — | | | 5/4/2018 | 53,919 | — | 27.44 | 5/3/2028 | — | — | — | — | | | 5/3/2019 | 41,589 | — | 38.01 | 5/2/2029 | — | — | — | — | | | 5/1/2020 | 44,504 | — | 36.91 | 4/30/2030 | — | — | — | — | | | 3/31/2021(3) | — | — | — | — | 19,827 | 285,905 | — | — | | | 5/4/2021(4) | 77,318 | 38,662 | 36.11 | 5/3/2031 | — | — | — | — | | | 5/4/2021(5) | — | — | — | — | 4,989 | 71,941 | — | — |

  115. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | 71 | 2024 Proxy Statement |

  116. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | | Option Awards | | | | 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) | | | 8/17/2021(6) | — | 22,321 | 35.38 | 8/16/2031 | — | — | — | — | | | 8/17/2021(7) | — | — | — | — | — | — | 3,533 | 50,946 | | | 3/31/2022(4) | 18,371 | 36,743 | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2022(5) | — | — | — | — | 11,928 | 172,002 | — | — | | | 8/9/2022(8) | — | — | — | — | — | — | 33,848 | 488,086 | | | 3/31/2023(4) | — | 104,961 | 23.52 | 3/30/3033 | — | — | — | — | | | 3/31/2023(5) | — | — | — | — | 29,230 | 421,497 | — | — | | | 8/11/2023(9) | — | — | — | — | — | — | 50,486 | 728,005 |

  117. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (1) The market value of shares or units of stock that have not vested reflects a stock price of $14.42, our closing stock price on December 29, 2023, the last trading day of 2023. |

  118. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (2) PSU awards are reflected at threshold performance for the 2021 PSUs and at target performance for the 2022 and 2023 PSUs based on the trending performance level achieved at fiscal year-end December 31, 2023. |

  119. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (3) Granted by Merck as PSU awards that converted into time-based RSU awards at spinoff. Subject to the original terms and conditions of the awards when granted, with a vest date of December 31, 2023, and a distribution date of February 28, 2024. |

  120. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (4) 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. |

  121. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (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. |

  122. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (6) 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. Due to an administrative oversight, we inadvertently disclosed these NQSOs as subject to the three-year annual vesting in our 2022 and 2023 proxy statements. We have adjusted the vesting status of such NQSOs, as reflected above, to reflect their correct vesting schedule. |

  123. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (7) These PSUs are scheduled to vest on August 16, 2024, subject to the achievement of the applicable performance goals relating to Organon’s relative TSR over the August 17, 2021, through August 16, 2024 performance period. |

  124. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (8) These PSUs are scheduled to vest on December 31, 2024, subject to the achievement of the applicable performance goals relating to free cash flow and relative TSR over the January 1, 2022, through December 31, 2024 performance period. |

  125. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (9) 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. |

  126. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (10) These remaining unvested RSUs vest in substantially equal installments on March 31 of 2024 and 2025, subject to the NEO’s continued employment through the vesting date. |

  127. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | (11) For further information regarding the treatment of Dr. Milligan’s equity awards upon her termination of employment, see “Departure of NEO” in the Potential Payments Upon Termination or Change in Control section below. |

  128. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | | 72 |

  129. Outstanding Equity Awards at 2023 Fiscal Year-End Table

    | Executive Compensation | | | | |

  130. 2023 Option Exercises and Stock Awards Vested Table

    2023 Option Exercises and Stock Awards Vested Table The table below shows the aggregate number of shares of Organon common stock acquired during 2023 upon the vesting of RSU and PSU awards. None of the NEOs exercised any NQSOs during 2023.

  131. 2023 Option Exercises and Stock Awards Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Kevin Ali | 57,733 | 1,385,498 | | Matthew Walsh | 38,410 | 861,582 | | Susanne Fiedler | 21,039 | 513,093 | | Joseph Morrissey | 15,291 | 372,035 | | Kirke Weaver | 14,380 | 344,392 | | Sandra Milligan, M.D. | 20,823 | 505,411 |

  132. 2023 Option Exercises and Stock Awards Vested Table

    | (1) For all NEOs except Mr. Walsh, includes the payout of their 2020-2022 Merck PSU awards which were converted into Organon RSU awards upon the spinoff. Such awards vested on December 31, 2022, but were not settled until February 2023. |

  133. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table

  134. 2023 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 | — | 432,001 | 59,062 | — | 901,041 | | Matthew Walsh | — | 199,250 | 46,934 | — | 420,527 | | Susanne Fiedler(3) | — | — | — | — | — | | Joseph Morrissey | — | 191,394 | 40,607 | — | 417,424 | | Kirke Weaver | — | 119,719 | 18,014 | — | 219,289 | | Sandra Milligan, M.D. | — | 173,708 | 25,774 | — | 351,658 |

  135. 2023 Nonqualified Deferred Compensation Table

    | (1) These amounts are included in the “All Other Compensation” column in the 2023 Summary Compensation Table on page 66. The amounts reported in this column consist of crediting for company (i) matching contributions in 2023 and (ii) retirement contributions earned in 2023 (with payments made in early 2024 per applicable plan rules), that could not be made into the Organon U.S. 401(k) plan due to applicable IRS contribution limits. |

  136. 2023 Nonqualified Deferred Compensation Table

    | (2) The aggregate balance for each NEO includes the following amounts that are included as prior year compensation in the Summary Compensation Table: (i) for Mr. Ali, $428,905, (ii) for Mr. Walsh $181,609, (iii) for Mr. Morrissey, $152,010, (iv) for Mr. Weaver, $0, and (v) for Dr. Milligan, $156,293. |

  137. 2023 Nonqualified Deferred Compensation Table

    | (3) Ms. Fiedler does not participate in the NQ Savings Plan (as defined below) as she does not reside in the U.S. |

  138. 2023 Nonqualified Deferred Compensation Table

    Narrative to 2023 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

  139. 2023 Nonqualified Deferred Compensation Table

    | 73 | 2024 Proxy Statement |

  140. 2023 Nonqualified Deferred Compensation Table

    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.

  141. 2023 Pension Benefits Table

    2023 Pension Benefits Table The following table provides information regarding Ms. Fiedler’s pension benefits under the Swiss Savings Plan as of December 31, 2023.

  142. 2023 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 | 3 | 547,944 | — |

  143. 2023 Pension Benefits Table

    | (1) The present value of Ms. Fiedler’s accumulated benefit as of December 31, 2023, shown in dollars, was converted from Swiss francs based on an exchange rate of CHF 1 = USD 1.0969. See Note 15 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating this amount. |

  144. 2023 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.

  145. 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 in the case of the CEO, which effective 2024, has been decreased to 18 months for the CEO’s life insurance continuation); 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

  146. Potential Payments Upon Termination or Change in Control

    | | 74 |

  147. Potential Payments Upon Termination or Change in Control

    | Executive Compensation | | | | |

  148. Potential Payments Upon Termination or Change in Control

    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, 2023, except with respect to Dr. Milligan. For a description of the payments and benefits payable to Dr. Milligan following her termination, see the subsection titled “Departure of NEO” below. 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.

  149. 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) | 40,114 | 44,622 | | 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) | 28,794 | 65,818 | | Susanne Fiedler(6) | Severance Pay | 1,690,323(2) | 2,645,723(5) | | | Pro-Rated Annual Incentive(3) | 587,938 | 587,938 | | | 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) | 42,938 | 65,818 | | Kirke Weaver | Severance Pay | 1,355,000(2) | 2,210,000(5) | | | Pro-Rated Annual Incentive(3) | 455,000 | 455,000 | | | Welfare Benefits Continuation(4) | 42,769 | 65,818 |

  150. 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. |

  151. Potential Payments Upon Termination or Change in Control

    | (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. Weaver, this amount represents 72 weeks’ base salary and target annual incentive opportunity. With respect to Mr. Walsh, this amount represents 1.0 times annual base salary and target annual incentive opportunity. |

  152. Potential Payments Upon Termination or Change in Control

    | 75 | 2024 Proxy Statement |

  153. Potential Payments Upon Termination or Change in Control

    | (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, 2023. |

  154. Potential Payments Upon Termination or Change in Control

    | (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, 18 months for Mr. Morrissey and Mr. Weaver, and 12 months for Mr. Walsh 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. |

  155. Potential Payments Upon Termination or Change in Control

    | (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. |

  156. Potential Payments Upon Termination or Change in Control

    | (6) Amounts for Ms. Fiedler have been converted to U.S. dollars based on an exchange rate of CHF 1 = USD 1.0969. |

  157. 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, 2023.

  158. Potential Payments Upon Termination or Change in Control

    | Name | Type of Payment or Benefit | Involuntary Termination (not for poor performance)/ Termination Without Cause/Retirement ($)(1)(5) | Death/Disability ($)(2)(5) | Sale ($)(3)(5) | Involuntary Termination Following a Change in Control ($)(4)(5) | | Kevin Ali | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 1,807,201 | 1,807,201 | 2,308,048 | 5,866,996 | | | RSU Accelerated Vesting | 896,228 | 1,029,379 | 1,553,796 | 2,624,801 | | Matthew Walsh | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 610,700 | 610,700 | 791,562 | 1,933,506 | | | RSU Accelerated Vesting | 303,013 | 352,942 | 535,718 | 864,566 | | Susanne Fiedler | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 383,699 | 383,699 | 494,998 | 1,224,687 | | | RSU Accelerated Vesting | 189,780 | 219,755 | 333,484 | 546,749 | | Joseph Morrissey | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 344,745 | 344,745 | 436,566 | 1,134,930 | | | RSU Accelerated Vesting | 167,872 | 189,526 | 287,794 | 502,696 | | Kirke Weaver | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 128,146 | 128,146 | 128,146 | 566,184 | | | RSU Accelerated Vesting | 171,287 | 178,785 | 335,896 | 500,187 |

  159. 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 or retirement, a pro-rated portion of the NQSO and RSU awards will vest, and a pro-rated portion of the PSU award will vest based upon actual performance. |

  160. Potential Payments Upon Termination or Change in Control

    | (2) Under the terms of the applicable award agreements, upon the NEO’s death or disability, (i) PSUs and RSUs granted by Merck in 2021 that were converted into time-based Organon RSUs will vest in full and (ii) a pro-rated portion of the PSUs, RSUs and NQSO awards granted by Organon will vest, based upon actual performance with respect to PSU awards. |

  161. Potential Payments Upon Termination or Change in Control

    | (3) 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. |

  162. Potential Payments Upon Termination or Change in Control

    | (4) 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 (i) target performance with respect to PSUs granted in 2023 and 2022 and (ii) with respect to PSUs granted in 2021, actual relative TSR performance. |

  163. Potential Payments Upon Termination or Change in Control

    | (5) Amounts in this table have been calculated based on a stock price of $14.42, our closing stock price on December 29, 2023, the last trading day of 2023. For PSU awards which vest based on actual performance, amounts reflect the trending performance level achieved as of December 31, 2023. |

  164. Potential Payments Upon Termination or Change in Control

    | | 76 |

  165. Potential Payments Upon Termination or Change in Control

    | Executive Compensation | | | | |

  166. Potential Payments Upon Termination or Change in Control

    Departure of NEO As noted in the CD&A, Dr. Milligan ceased serving as Executive Vice President and Head of Research and Development effective December 1, 2023, and served as a senior advisor to Organon until her separation from employment on January 5, 2024. While serving as a senior advisor, she continued to receive her normal base salary as described in the CD&A. Because Dr. Milligan’s separation from employment constituted a termination of her employment by Organon without cause under the Severance Plan, she received the following severance benefits in accordance with the Severance Plan and a separation agreement entered into between Organon and Dr. Milligan: (i) a lump sum cash payment of $1,440,000, which is equal to the sum of her 2023 annual base salary and target AIP, (ii) subsidized medical and dental coverage and continuation of basic life insurance coverage for up to 12 months at a total Company cost of approximately $28,682, and (iii) outplacement assistance for up to 12 months at a total Company cost approximately $4,650. Dr. Milligan also received full payout of her 2023 AIP based on actual performance because her termination of employment occurred after the end of 2023. With respect to Dr. Milligan’s unvested equity awards, upon her termination:

  167. Potential Payments Upon Termination or Change in Control

    | • | NQSOs – She remained eligible to vest in a pro-rated portion of her unvested NQSOs (based on the number of months she was employed during the applicable vesting period) on the next scheduled vesting date of the applicable award. The remaining unvested NQSOs were 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). |

  168. Potential Payments Upon Termination or Change in Control

    | • | RSUs – She remained eligible to vest in a pro-rated portion of her unvested RSUs (based on the number of months she was employed during the applicable vesting period) on the next scheduled vesting date of the applicable award. The remaining unvested RSUs were forfeited upon her termination. |

  169. Potential Payments Upon Termination or Change in Control

    | • | PSUs – She remained eligible to vest in a pro-rated portion (based on the number of months she was employed during the applicable performance period) of any earned PSUs 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. |

  170. Potential Payments Upon Termination or Change in Control

    The separation agreement with Dr. Milligan also contains a general release of claims in favor of Organon, along with confidentiality, non-disparagement, a two-year employee non-solicitation, and other customary covenants.

  171. Potential Payments Upon Termination or Change in Control

    | 77 | 2024 Proxy Statement |

  172. Potential Payments Upon Termination or Change in Control

    | | CEO Pay Ratio |

  173. The Ratio

    | Pay vs. Performance | | | | |

  174. The Ratio

    | | Summary Compensation Table Total for CEO (1&2) | Compensation Actually Paid to CEO (1&3) | Average Summary Compensation Table Total for Other NEOs (1&2) | Average Compensation Actually Paid to Other NEOs (1&3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) (5) | Adjusted EBITDA (millions) (6) | | Year | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 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 |

  175. The Ratio

    | 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 is set forth in the following table. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |

  176. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    Reconciliation from Summary Compensation Table to Compensation Actually Paid

  177. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | | CEO | | | Other NEO Average (g) | | | | | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Summary Compensation Table Total (a) | $14,832,272 | $13,532,980 | $18,550,737 | $4,067,136 | $4,131,865 | $5,306,233 | | Less: Reported Fair Value of Equity Awards (b) | $11,010,018 | $9,595,168 | $15,410,467 | $2,462,229 | $2,505,381 | $3,817,067 | | Less: Reported Change in Pension Value (c) | 0 | $0 | $0 | $51,854 | $20,022 | $44,682 | | Add: Year-End Fair Value of Equity Awards Granted in the Year (d) | $5,473,146 | $8,321,063 | $11,388,323 | $1,223,989 | $2,172,703 | $2,783,489 | | 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) | $(2,025,349) | $348,186 | $(88,844) | $(470,764) | $96,889 | $(82,426) | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years (d) | $(8,202,307) | $(1,244,644) | $(386,466) | $(1,664,897) | $(310,885) | $(234,305) | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (e) | $378,489 | $364,816 | $204,517 | $91,881 | $103,534 | $71,213 | | Add: Service Cost and Prior Service Cost For Benefit and Actuarial Pension Plans (f) | $0 | $0 | $0 | $28,451 | $57,896 | $56,698 | | Compensation Actually Paid | $(553,768) | $11,727,234 | $14,257,800 | $761,713 | $3,726,599 | $4,039,153 |

  178. 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. As noted in the footnotes to the Summary Compensation Table, we have made certain correctional adjustments to the award values and total compensation reported in prior years’ proxy statements. The values and adjustments included herein reflect such corrected values. |

  179. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (b) Represents the aggregate grant date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. As noted in the footnotes to the Summary Compensation Table, we have made certain correctional adjustments to the equity award values and total compensation reported in prior years’ proxy statements. The values and adjustments included herein reflect such corrected values. |

  180. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (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 applicable year, calculated using the same methodology as used in the company’s financial statements under generally accepted accounting principles. |

  181. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (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 each fiscal year, as applicable, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are materially consistent with those used to estimate fair value at grant under U.S. GAAP. |

  182. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | 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, 2023 used an expected term between 6.01 – 8.19 years in 2023, 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 4.5% and 7.5% in 2023, as compared to a yield between 3.1% -4.8% used to calculate the grant date |

  183. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | | 80 |

  184. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | Pay vs. Performance | | | | |

  185. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | fair value of the awards, and (ii) for performance awards that vest based on a Free Cash Flow metric, the PSU awards granted in 2022 and 2023 assumed a payout below target at the end of 2023 as compared to the grant date fair value calculations which assumed a payout at 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. |

  186. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (e) The values for 2021 and 2022 have been updated from those presented in the 2023 proxy statement. Last year, the value of dividends were included only upon payment of the underlying equity grant. This year, we have adjusted such values to include the value of dividends as they accrue over the vesting period of the underlying equity grant. |

  187. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (f) 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. |

  188. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | (g) See footnote 1 above for the other NEOs included in the average for each year. |

  189. 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. |

  190. 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. |

  191. 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 2023. See Appendix A of this proxy statement for a reconciliation of Adjusted EBITDA used for purposes of determining the AIP, a non-GAAP measure, to the most directly comparable GAAP measure. The 2023 Adjusted EBITDA reported within this table differs from the Adjusted EBITDA amount reported in our fiscal year end 2023 earnings release filed with the SEC on February 15, 2024, 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. |

  192. Reconciliation from Summary Compensation Table to Compensation Actually Paid

    | 81 | 2024 Proxy Statement |

  193. 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). We believe the CAP in each of the years reported above and over the cumulative period are reflective of the Talent Committee’s emphasis on “pay-for-performance” as the CAP fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals. The CD&A describes in greater detail the Talent Committee’s emphasis on ”pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial objectives as well as shareholder value creation. 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 our performance against Adjusted EBITDA goals impacts the value of CAP. However, due to our spinoff from Merck in June 2021, the movement in our Adjusted EBITDA from a seven-month post-spin period in 2021 to two full years in 2022 and 2023 is not necessarily aligned with the aggregate CAP value. As required under SEC rules, CAP reflects the change in fair value of the equity awards granted to our CEO and other NEOs through the vesting date and fiscal year-end date, which is most greatly influenced by changes in our stock price, and may not correlate to our Net Income or Adjusted EBITDA performance in a given year.

  194. Pay vs. Performance Table Discussion and Analysis

    | | 82 |

  195. Pay vs. Performance Table Discussion and Analysis

    | Pay vs. Performance | | | | |

  196. 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. |

  197. 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 2023. Please see the CD&A ( beginning on page 50) for a further description of these metrics and how they are used in the company’s executive compensation program, including the AIP and 2023 PSUs:

  198. Pay vs. Performance Table Discussion and Analysis

    | • | Adjusted EBITDA |

  199. Pay vs. Performance Table Discussion and Analysis

    | • | Relative TSR |

  200. Pay vs. Performance Table Discussion and Analysis

    | • | Constant Currency Revenue |

  201. Pay vs. Performance Table Discussion and Analysis

    | 83 | 2024 Proxy Statement |

  202. Pay vs. Performance Table Discussion and Analysis

    | | Equity Compensation Plan Information | | | |

  203. Pay vs. Performance Table Discussion and Analysis

    The following table summarizes information about Organon’s equity compensation plans as of the close of business on December 31, 2023. The table does not include information about tax qualified plans such as the Organon U.S. 401(k) plan.

  204. Pay vs. Performance Table Discussion and Analysis

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(#) | | Equity compensation plans approved by security holders(1) | 14,391,000 | 32.20(2) | 18,505,919 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 14,391,000 | 32.20 | 18,505,919 |

  205. Pay vs. Performance Table Discussion and Analysis

    | (1) Reflects NQSOs, PSUs (assumed payout at 100% of target), and RSUs granted under the Organon & Co. 2021 Incentive Stock Plan. |

  206. Pay vs. Performance Table Discussion and Analysis

    | (2) PSUs and RSUs are excluded when determining the weighted-average exercise price of outstanding options, warrants, and rights. |

  207. Pay vs. Performance Table Discussion and Analysis

    | | 84 |

  208. Pay vs. Performance Table Discussion and Analysis

    | Proposal 3 Ratification of the Appointment of PricewaterhouseCoopers LLP as Organon’s Independent Registered Public Accounting Firm for 2024 | | | | |

  209. Pay vs. Performance Table Discussion and Analysis

    The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of Organon’s independent registered public accounting firm (the “independent auditors”). The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) to serve as our independent auditors with respect to our operations for the year ending December 31, 2024, subject to ratification by shareholders. In taking this action, the Audit Committee considered carefully PwC’s performance in that capacity for Organon since its retention in 2019, its independence with respect to the services to be performed, and its general reputation for adherence to professional auditing standards. The Audit Committee is responsible for the determination of the fees associated with the retention of PwC. The Audit Committee annually evaluates the performance of PwC, including the senior audit engagement team, and determines whether to re-engage the independent auditors. The Audit Committee and the Board believe that the continued retention of PwC as our independent auditors is in the best interests of Organon and our shareholders. Because the members of the Audit Committee value shareholders’ views on our independent auditors, even though ratification is not legally required, there will be presented at the annual meeting a proposal for the ratification of the appointment of PwC. If the appointment of PwC is not ratified, the matter of the appointment of independent auditors will be considered by the Audit Committee. Representatives of PwC will be present during the annual meeting to make a statement if they desire to do so. They will also be available to answer appropriate questions from shareholders.