DEF 14A of Organon & Co.
Filed Apr 24, 2026 · FY20250001193125-26-177411
Our Director Nominees (Page 32)
Our Director Nominees (Page 32) Our Board is composed of directors with a broad range of expertise, skills, experience, and perspectives that provide strong oversight and strategic direction required to govern our business and strengthen and support senior management. As illustrated below, our directors consist of individuals with expertise in fields that align with Organon’s business and long-term strategy and reflect the Board’s commitment to diverse perspectives and viewpoints. 70% of our directors are women, 30% are men, 50% self-identify as racially or ethnically diverse, and 50% self-identify as White. The following chart provides summary information about each director nominee. Detailed information about each individual’s background, skill sets, and areas of expertise can be found beginning on page 32.
Our Director Nominees (Page 32)
| | | | | | Committee Memberships | | | | | | Name(1) | Age | Director Since | Primary Occupation | Audit | Talent | ESG | PDC | | Directors Standing for Election at the 2026 Annual Meeting | | | | | | | | | | | Carrie S. Cox Executive Chair of the Board | 68 | 2021 | Executive Chair of Organon & Co., Former Chief Executive Officer of Humacyte, Inc., former EVP of Schering-Plough and current Chairman of Solventum Corporation and a director of Texas Instruments Inc. | | | | | | | Robert Essner(2) Lead Independent Director | 78 | 2021 | Executive in Residence and an Adjunct Professor at Columbia Business School, and Former Chairman, Chief Executive Officer and President, Wyeth Pharmaceuticals, Inc. | | | ● | ● | | | Alan Ezekowitz, M.D., Ph.D. | 72 | 2021 | Advisory Partner, Third Rock Ventures, LLC, Former CEO and Co-Founder of Abide Therapeutics, and Former SVP and Franchise Head Merck Research Laboratories | ● | | | ● | | | Helene Gayle, M.D., M.P.H. | 70 | 2021 | President Emerita of Spelman College | | ● | ● | | | | Rochelle “Shelly” B. Lazarus(2) | 78 | 2021 | Chairman Emeritus of Ogilvy & Mather | | | ● | |
Our Director Nominees (Page 32)
Proxy Statement Summary
Our Director Nominees (Page 32)
| | | | | | Committee Memberships | | | | | | Name(1) | Age | Director Since | Primary Occupation | Audit | Talent | ESG | PDC | | Directors Standing for Election at the 2026 Annual Meeting | | | | | | | | | | | Deborah Leone | 61 | 2021 | Former Partner & Chief Operating Officer, Investment Management, Goldman Sachs Group, Inc. | ● | | | | | | Philip Ozuah, M.D., Ph.D. | 63 | 2021 | President and Chief Executive Officer, Montefiore Medicine | | ● | | ● | | | Cynthia M. Patton | 64 | 2021 | General Counsel and Corporate Secretary, Tessera Therapeutics | ● | | | | | | Ramona Sequeira | 60 | 2025 | Former President, Global Portfolio Division, Takeda Pharmaceutical Company | | ● | | | | | Shalini Sharp | 51 | 2021 | Former Executive Vice President and Chief Financial Officer, Ultragenyx Pharmaceutical Inc. | ● | | | ● |
Our Director Nominees (Page 32)
● = Committee Chair ● = Committee Member
Our Director Nominees (Page 32)
| (1) In addition, Grace Puma, who is currently serving as a director, is not standing for re-election at this Annual Meeting, as previously disclosed in the Company's Current Report on Form 8-K filed on November 7, 2025. Therefore, her term will expire at this Annual Meeting, at which time the size of the Board will be automatically reduced to ten directors. | | (2) In 2026, upon the recommendation of the ESG Committee, the Board amended our Principles of Corporate Governance to revise the retirement age policy in light of prevailing market practice. Under the revised policy, directors may not stand for re-election following the later of their 75th birthday or 10th anniversary of Board service. For more information, please see page 25. |
Average Age of Director Nominees
Average Age of Director Nominees The average age of our director nominees is 66.5 years, with ages ranging from 51 to 78 years old. The median age is 66 years. Corporate Governance Shareholder Recommendations of Director Candidates The ESG Committee will consider recommendations for director candidates made by shareholders and will evaluate those individuals using the same criteria applied to other candidates. Shareholder recommendations must be sent to the Office of Corporate Secretary, 30 Hudson Street, Floor 33, Jersey City, New Jersey 07302, and must include detailed background information regarding the recommended candidate that demonstrates how that candidate meets the Board membership criteria. Shareholders may make recommendations at any time within the timeframe specified for shareholder nominations of directors under the advance notice provisions in our Bylaws. Candidates are evaluated initially based on materials submitted by them or on their behalf. If a proposed or recommended candidate continues to be of interest to the ESG Committee, the ESG Committee obtains additional information through inquiries to various sources and, if warranted, interviews the candidate.
Proposal 1 Election of Directors
Proposal 1 Election of Directors Nominees for Director The Board has nominated Carrie S. Cox, Robert Essner, R. Alan Ezekowitz, M.D., Ph.D., Helene Gayle, M.D., M.P.H., Rochelle B. Lazarus, Deborah Leone, Philip Ozuah, M.D., Ph.D., Cynthia M. Patton, Ramona Sequeira, and Shalini Sharp for election as director nominees. Each of these director nominees currently serves as a member of the Board and, other than Ramona Sequeira, was last elected by shareholders at the 2025 Annual Meeting of Shareholders. Ms. Sequeira was appointed to the Board in July 2025 and has been recommended by the independent Directors of the Board. Grace Puma, who is currently serving as a director, is not standing for re-election at this Annual Meeting. Her current term will expire at this Annual Meeting, at which time the size of the Board will be reduced to ten directors. The Board thanks Ms. Puma for her insight and expertise during her service on the Board. Each of these director nominees meets the Board’s criteria for membership and was recommended by the ESG Committee for election by shareholders at the 2026 Annual Meeting. All of the nominees hold, or have held, senior leadership positions in large, complex organizations, including multinational corporations. In these positions, our nominees have demonstrated their leadership, intellect, and analytical skills and gained deep experience in core disciplines significant to their oversight responsibilities at Organon. Their varied roles and experiences reflect a diversity of perspectives, skills, and expertise to address Organon’s current and anticipated needs as its opportunities and challenges evolve. As further described in the Principles of Corporate Governance, the Company’s policy regarding the number of public company boards on which directors may serve limits directors to serving on no more than four public company boards, including the Company’s Board, with consideration for public company leadership roles and other commitments. Directors who are chief executive officers of public companies may not serve on the boards of more than two public companies, including the Company’s Board. Each nominee is compliant with this policy. The ESG Committee has assessed each nominee’s ability and willingness to devote the required amount of time to Organon’s affairs. If elected, each nominee will serve until the 2027 annual meeting of Organon’s shareholders or until a successor has been duly elected and qualified. Additionally, the Principles of Corporate Governance and NYSE rules prohibit our independent directors from serving on more than three other public company audit committees, unless the Board determines that such service will not impair the ability of such director to effectively serve on our Audit Committee. Ms. Sharp currently serves on three other public company audit committees, in addition to our Audit Committee. The ESG Committee and the Board considered Ms. Sharp’s service on four public company audit committees, including her professional qualifications, former experience as a public company chief financial officer, her retirement from all executive roles, the nature of and time involved in her service on other boards and the benefits of her specialization and knowledge from serving on multiple audit committees. Following this review, the Board determined that Ms. Sharp’s simultaneous service on three other public company audit committees does not impair her ability to effectively serve on our Audit Committee, including as Audit Committee Chair. Any director nominee who does not receive a majority of the votes cast with respect to his or her election must tender his or her resignation to the ESG Committee promptly following certification of the shareholder vote for consideration by the ESG Committee and the Board. If the ESG Committee recommends the Board accept the tendered resignation offer, the ESG Committee will also recommend to the Board whether to fill the vacancy resulting from the resignation or to reduce the size of the Board. The Board will act on the recommendation of the ESG Committee no later than 90 days following certification of the shareholder vote for the Annual Meeting. If any nominee becomes unavailable for election (which we do not expect), votes will be cast for such substitute nominee or nominees as may be designated by the Board, unless the Board reduces the size of the Board. There are no family relationships among Organon’s executive officers and directors. We provide biographical information for each director nominee below, including key experience, qualifications, and skills such director nominee contributes to the Board in light of our current needs and business priorities.
Proposal 1 Election of Directors
| | The Board unanimously recommends that shareholders vote FOR the election of each of The director nominees. |
Proposal 1 Election of Directors
Proposal 1 Election of Directors
2026 Nominees for Directors
2026 Nominees for Directors
2026 Nominees for Directors
| Carrie S. Cox Management Age: 68 Director Since: 2021 Committees: None Key Skills: | Experience Ms. Cox serves as Executive Chair 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 board of directors of Solventum Corporation and as a director of Texas Instruments Inc. She served as chairman of the boards of directors of Cartesian Therapeutics, Inc. (from 2023 until 2025), Selecta Biosciences, Inc. (from 2019 until its merger with Cartesian Therapeutics, Inc. in 2023), and Array BioPharma Inc. (from 2018 until its acquisition by Pfizer Inc. in 2019). She also served on the board of directors of Celgene Corporation from 2009 until its acquisition by Bristol-Myers Squibb Company in 2019, on the board of directors of Cardinal Health Inc. between 2009 and 2023, and as Chairman of the board of directors of electroCore, Inc. between 2018 and 2020. Ms. Cox is a graduate of the Massachusetts College of Pharmacy. Ms. Cox brings to the Board her prior management experience as an executive of a large pharmaceutical company, as well as extensive leadership and corporate governance experience with other large and small biopharma companies. Career Highlights Humacyte, Inc., then a privately-held regenerative medicine company • Chief Executive Officer (2010-2018) • Chairman (2013-2019) Schering-Plough, a global pharmaceutical company • Executive Vice President (2003-2009) • President, global pharmaceutical business (2003-2009) Pharmacia Corporation, a global pharmaceutical and biotechnological company • President, global pharmaceutical business (1997-2003) Other Public Directorships Current • Solventum Corporation (Chairman) (2024-present) • Texas Instruments Inc. (2004-present) Former • Cartesian Therapeutics, Inc. (Chairman) (2023-2025) • Selecta Biosciences, Inc. (Chairman) (2019-2023) • Cardinal Health Inc. (2009-2023) |
2026 Nominees for Directors
| Robert Essner Independent Lead Director Age: 78 Director Since: 2021 Committees: ESG (Chair) and PDC Key Skills: | Experience Mr. Essner serves as the Board's Lead Independent Director. He previously served as 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) |
2026 Nominees for Directors
| Alan Ezekowitz, M.D., Ph.D. Independent Age: 72 Director Since: 2021 Committees: Audit and PDC Key Skills: | Experience Dr. Ezekowitz has been an Advisory Partner at Third Rock Ventures, LLC, a healthcare venture firm, since 2019, and has served as Entrepreneur in Residence at Cardinal Partners, a venture capital firm, since 2011. He also serves as an advisor to Fidelity’s Select Biotechnology Portfolio and as a consultant to H. Lundbeck A/S. Dr. Ezekowitz served as the President and Chief Executive Officer of Abide Therapeutics, Inc., a biopharmaceutical company that he co-founded, between 2011 and 2019, when Abide was acquired by H. Lundbeck A/S. Prior to co-founding Abide, he was a Senior Vice President at Merck Research Laboratories from 2006 to 2011 responsible for the Bone, Respiratory, Immunology, Inflammation, Endocrine and Dermatology franchises. Prior to joining Merck, Dr. Ezekowitz was the Chief of Pediatric Services at Partners Healthcare System, Inc. between 1999 and 2006 and at the Massachusetts General Hospital between 1995 and 2006. He served on the board of directors of Partners Healthcare System, Inc. between 2000 and 2006, and he was the Charles Wilder Professor of Pediatrics at the Harvard Medical School and Head of the Laboratory of Developmental Immunology between 1995 and 2006. He currently serves on the board of directors of Septerna, Inc. and Fulcrum Therapeutics, Inc. In 1998, the R. Alan Ezekowitz Professorship in Pediatrics at the Harvard Medical School was established. Dr. Ezekowitz received his medical training at the University of Cape Town in South Africa and received a Doctor of Philosophy degree from Oxford University. Dr. Ezekowitz brings to the Board scientific and leadership experience in the life sciences industry. Career Highlights Abide Therapeutics, Inc., a biopharmaceutical company • President and Chief Executive Officer (2011-2019) Merck Research Laboratories, Merck’s research and development division • Senior Vice President (2006-2011) Harvard Medical School, a private medical university • Charles Wilder Professor of Pediatrics (1995-2006) • Head of the Laboratory of Developmental Immunology (1995-2006) Massachusetts General Hospital and Partners Healthcare System, Inc. • Chief of Pediatric Services (1999-2006) Other Public Directorships Current • Septerna, Inc. (2024-present) • Fulcrum Therapeutics, Inc. (2016-present) Former • None |
2026 Nominees for Directors
| Helene Gayle, M.D., M.P.H. Independent Age: 70 Director Since: 2021 Committees: Talent (Chair) and ESG Key Skills: | Experience Dr. Gayle, an expert on global development, humanitarian, and health issues, was most recently the President of Spelman College in Atlanta, Georgia, the leader in education of women of African descent. Dr. Gayle’s career spans almost forty years dedicated to eradicating inequities in health and wealth. Prior to Spelman, she served as the president and CEO of the Chicago Community Trust (2017-2022), an over 100-year-old community foundation currently focused on closing the racial and ethnic wealth gap in the Chicago region. Dr. Gayle formerly served as the Chief Executive Officer of the McKinsey Social Initiative (2015-2017), a nonprofit organization that implemented programs that bring together varied stakeholders to address complex global social challenges, and, for almost a decade (2006-2015) served as President and Chief Executive Officer of the Cooperative for Assistance and Relief Everywhere (CARE), an international humanitarian and global development organization. From 2001 to 2006, she was an executive in the Global Health program at the Gates Foundation. Dr. Gayle began her career in public health at the U.S. Centers for Disease Control in 1984 and held positions of increasing responsibility over her 20-year tenure there, ultimately becoming the director of the National Center for HIV, STD and TB Prevention and achieving the rank of Assistant Surgeon General and Rear Admiral in the United States Public Health Service. In addition to her public health and economic development experience, Dr. Gayle has significant public and nonprofit company governance experience. Dr. Gayle serves on non-profit boards, including the Gates Foundation, New America, the Center for Strategic and International Studies and the Brookings Institution. She is a member of the Council on Foreign Relations, the National Academy of Medicine, The American Academy of Arts and Sciences and the American Public Health Association. She served as a director of The Coca-Cola Company from 2013 through 2024 and Palo Alto Networks Inc. from 2021 to 2024. From 2010 through 2021, Dr. Gayle served as a director of Colgate-Palmolive Company, and from 2020 through 2022, Dr. Gayle served as a director of GoHealth, Inc. Dr. Gayle received her BA from the Barnard College of Columbia University, her M.D. from the University of Pennsylvania and a master’s in public health from The Johns Hopkins University. Dr. Gayle brings to the Board her immense knowledge of the healthcare industry, government and extensive board experience, as well as many years of leadership experience. Career Highlights Spelman College, a leader in education of women of African descent • President Emerita (2024-present) • President (2022-2024) Chicago Community Trust, an organization dedicated to addressing the region’s most pressing challenges • President and Chief Executive Officer (2017-2022) McKinsey Social Initiative, a non-profit organization that implements programs that bring together varied stakeholders to address complex global social challenges • Chief Executive Officer (2015-2017) Cooperative for Assistance and Relief Everywhere (CARE), an international humanitarian and global development organization • President and Chief Executive Officer (2006-2015) Other Public Directorships Current • None Former • The Coca-Cola Company (2013-2024) • Palo Alto Networks Inc. (2021-2024) • GoHealth, Inc. (2020-2022) • Colgate-Palmolive Company (2010-2021) |
2026 Nominees for Directors
| Rochelle (“Shelly”) B. Lazarus Independent Age: 78 Director Since: 2021 Committees: ESG Key Skills: | Experience Ms. Lazarus has served as Chairman Emeritus of Ogilvy & Mather, a global advertising and marketing communication company, since 2012. Prior to that, she served as Chairman of Ogilvy & Mather between 2008 and 2012 and as its Chairman and Chief Executive Officer between 1996 and 2008. Prior to becoming its Chief Executive Officer and Chairman, she also served as the President of Ogilvy & Mather Direct North America, Ogilvy & Mather New York, and Ogilvy & Mather North America. She is currently on the board of directors of Blackstone, Inc. and Rockefeller Capital Management. She previously served on the board of directors of General Electric Company between 2000 and 2018 and Merck between 2004 and 2020. Ms. Lazarus is a vice chair and trustee of the New York Presbyterian Hospital, a member of the board of overseers of Columbia Business School, as well as several other charitable and civic organizations. Ms. Lazarus is a graduate of Smith College and received her M.B.A. from Columbia University. Ms. Lazarus brings to the Board her strong background in reputation management and consumer insight. Career Highlights Ogilvy & Mather, a global advertising and marketing communication company • Chairman Emeritus (2012-present) • Chairman (2008-2012) • Chairman and Chief Executive Officer (1996-2008) Other Public Directorships Current • Rockefeller Capital Management (2019-present) • Blackstone, Inc. (2013-present) Former • None |
2026 Nominees for Directors
| Deborah Leone Independent Age: 61 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 and the GS Advised Philanthropy Fund (formerly Goldman Sachs Philanthropy Fund/Ayco Charitable Foundation as well as serving on 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 |
2026 Nominees for Directors
| Philip Ozuah, M.D., Ph.D. Independent Age: 63 Director Since: 2021 Committees: PDC (Chair) and Talent Key Skills: | Experience Dr. Ozuah is the President and Chief Executive Officer of Montefiore Medicine, the umbrella organization for the Montefiore Health System and Albert Einstein College of Medicine, having previously served as the President from 2018 to 2019 and Executive Vice President and Chief Operating Officer from 2012 to 2018 of Montefiore Health System. Between 2005 and 2014, Dr. Ozuah was Chairman of the Department of Pediatrics and has been a Professor in the Departments of Pediatrics and Epidemiology and Population Health since 1992 at Albert Einstein College of Medicine. He currently serves on the board of directors of The Cigna Group and sits on the American Hospital Association's board of trustees. Dr. Ozuah received his M.D. from the University of Ibadan, Nigeria, his master’s degree from the University of Southern California, and his Ph.D. from the University of Nebraska. He completed his Pediatric Internship and Residency at Albert Einstein College of Medicine and Montefiore, and his Post-Doctoral Fellowship in Medical Education at the University of Southern California School of Medicine. Dr. Ozuah is on the board of Montefiore Hospital, as well as the NYC Police Foundation and Federal Law Enforcement Foundation. Dr. Ozuah brings to the Board his leadership, medical and healthcare experience and health system delivery expertise. Career Highlights Montefiore Medicine, the umbrella organization for the Montefiore Health System and Albert Einstein College of Medicine • President and Chief Executive Officer (2019-present) • President, Montefiore Health System (2018-2019) • Executive Vice President and Chief Operating Officer, Montefiore Health System (2012-2018) Albert Einstein College of Medicine, a private medical university • Professor, Departments of Pediatrics and Epidemiology and Population Health (1992-present) • Chairman of the Department of Pediatrics (2005-2014) Other Public Directorships Current • The Cigna Group (2023-present) Former • None |
2026 Nominees for Directors
| Cynthia M. Patton Independent Age: 64 Director Since: 2021 Committees: Audit Key Skills: | Experience Since 2023, Ms. Patton has served as the General Counsel and Corporate Secretary at Tessera Therapeutics, a biotechnology company. Previously, Ms. Patton served as the General Counsel and Secretary at Verily Life Sciences, Alphabet Inc.’s healthtech subsidiary devoted to the study of life sciences between 2020 and 2023. Prior to Verily, between 2005 and 2020, Ms. Patton held positions of increasing responsibility at Amgen Inc., a global biopharmaceutical company, including serving as Senior Vice President, Chief Compliance Officer between 2012 and 2020. While at Amgen, she also served as the chair of the Amgen Foundation. Prior to Amgen, she served as the General Counsel of SCAN Health Plan, a California Health Medicare Advantage Plan. Ms. Patton serves on the board of directors of the NAACP Legal Defense Fund and the board of trustees of Vassar College. 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 |
2026 Nominees for Directors
| Ramona Sequeira Independent Age: 60 Director Since: 2025 Committees: Talent Key Skills: | Experience Ms. Sequeira served as President, Global Portfolio Division at Takeda Pharmaceutical Company, a multinational pharmaceutical company, between 2022 and 2025. Previously, Ms. Sequeira served as the President, US Business Unit and Global Portfolio Commercialization at Takeda between 2020 and 2022 and as President, US Business Unit between 2015 to 2020. Earlier in her career, Ms. Sequeira held positions of increasing responsibility at Eli Lilly and Company between 1994 and 2015 and Nordic Pharma Group between 1991 and 1994. She also served on the PhRMA board of directors for seven years, including as Treasurer, Vice Chair, and Chair, the first woman to hold these leadership roles, where she shaped industry policy and advocacy. Ms. Sequeira currently serves as a member of the board of Novo Nordisk A/S and Edwards Lifesciences Corporation and on the Board of Trustees of University Health Network. Ms. Sequeira received a BS from the University of Toronto and an MBA from McMaster University. Ms. Sequeira brings significant general management, commercial strategy and execution, business development, integration, portfolio development and product launch experience, which are critical to the Board's oversight of the Company's business and long-term strategy. Career Highlights Takeda Pharmaceutical Company, a multinational pharmaceutical company • President, Global Portfolio Division (2022-2025) • President, US Business Unit and Global Portfolio Commercialization (2020-2022) • President, US Business Unit (2015-2020) Eli Lilly and Company, a multinational pharmaceutical company • Vice President, Operations and Sales, Lilly US (2013-2015) Other Public Directorships Current • Novo Nordisk A/S (2026-present) • Edwards Lifesciences Corporation (2020-present) Former • None |
2026 Nominees for Directors
| Shalini Sharp Independent Age: 51 Director Since: 2021 Committees: Audit (Chair) and PDC Key Skills: | Experience Ms. Sharp served as the Executive Vice President and Chief Financial Officer of Ultragenyx Pharmaceutical Inc., a biopharmaceutical company focused on the development and commercialization of therapies for rare genetic diseases, between 2012 and 2020. Prior to joining Ultragenyx, between 2006 and 2012, Ms. Sharp served as the Chief Financial Officer of Agenus Inc., a biotechnology company focused on cancer immunotherapies, where between 2003 and 2006 she served in various finance, corporate development and corporate strategy roles. Ms. Sharp currently serves as a director of Neurocrine Biosciences, Inc., BeOne Medicines (previously BeiGene, Ltd.) and Septerna, Inc. She previously served as a director of Mirati Therapeutics from 2021 until its acquisition by Bristol Myers Squibb in January 2024, Sutro Biopharma, Inc. between 2018 and 2023, then-Panacea Acquisition Corporation between 2020 and February 2021, Precision Biosciences, Inc. between 2018 and 2022, Array BioPharma Inc. between 2017 and 2019 and Agenus Inc. between 2012 and 2018. Ms. Sharp previously served in strategic planning and as chief of staff to the chairman of the board of directors of Elan Pharmaceuticals during the company’s restructuring, and as a management consultant at McKinsey & Company and an investment banker at Goldman Sachs, specializing in healthcare at both companies. Ms. Sharp received her M.B.A. and undergraduate degrees from Harvard University. Ms. Sharp brings to the Board her experience in both managing and leading firms in the biopharmaceutical industry and deep financial expertise. Career Highlights Ultragenyx Pharmaceutical Inc., a biopharmaceutical company focused on therapies for rare genetic diseases • Executive Vice President and Chief Financial Officer (2012-2020) Agenus Inc., a biotechnology company focused on cancer immunotherapies • Chief Financial Officer (2006-2012) Other Public Directorships Current • BeOne Medicines (previously BeiGene, Ltd.) (2024-present) • Septerna, Inc. (2024-present) • Neurocrine Biosciences, Inc. (2020-present) Former • Mirati Therapeutics Inc. (2021-2024) • Sutro Biopharma, Inc. (2018-2023) • TB Alliance (2015-2022) • Precision Biosciences, Inc. (2018-2022) • Panacea Acquisition Corporation (2020-2021) |
Director Compensation
Director Compensation We use a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on the Board. The Board makes all director compensation determinations after considering the recommendations of the Talent Committee. The Talent Committee engages Korn Ferry, our independent compensation consultant (as described below on page 55), to perform regular periodic reviews of our director compensation program, which includes an analysis of market trends and best practices as well as comparisons against our Compensation Peer Group (as described below on page 56). In 2024, the Talent Committee reviewed a comprehensive analysis of the director compensation program performed by Korn Ferry and after consideration of the results of this review, the Talent Committee recommended, and the Board approved, an increase to the annual cash retainer for the Chairman of the Board to $270,000 (which includes the non-employee director cash retainer fee of $120,000) and an increase to the annual equity retainer to $240,000. The 2025 director compensation program is set forth below.
Director Compensation
| Elements of 2025 Director Compensation Program | | | | | | | | | | | | | | Additional Retainers for Committee Leadership | | | | Additional Retainer for Committee Membership | | Annual Retainer Components | Non- Employee Director Retainer | Independent Chairman of the Board Retainer | Lead Independent Director Retainer(3) | Audit Committee Chair Retainer(4) | ESG Committee Chair Retainer | Portfolio Development Committee Chair Retainer | Talent Committee Chair Retainer(5) | Audit Committee Member Retainer | | Annual Cash Retainer(1) | $120,000 | $270,000 | $50,000 | $25,000 | $15,000 | $20,000 | $20,000 | $10,000 | | Annual Equity Retainer(2) | $240,000 | — | — | — | — | — | — | — |
Director Compensation
| (1) Annual cash retainers are payable in quarterly installments to each director. The Independent Chairman of the Board cash retainer includes the Non-Employee Director cash retainer fee of $120,000. | | (2) The Annual equity retainer is delivered in the form of fully vested deferred stock units under the Organon Non-Employee Director Savings Plan (the “Directors’ Deferral Plan”). | | (3) The Lead Independent Director role and retainer fee were approved by the Board effective October 26, 2025. | | (4) The Audit Committee Chair retainer includes the Audit Committee Member retainer fee in the amount of $10,000. | | (5) Prior to her appointment as Executive Chair on October 26, 2025, at which time she became an employee of the Company and ceased receiving compensation for service as a non-employee director, Ms. Cox did not receive an additional retainer for her services as Talent Committee Chair due to her status as Chairman of the Board. In connection with her appointment as Executive Chair, the Talent Committee determined that Ms. Cox will receive a base salary of $100,000 per month, as previously disclosed in the Company's Current Report on Form 8-K filed on October 30, 2025. |
Director Compensation
In October 2025, in connection with the appointment of Ms. Cox as Executive Chair of the Board and Mr. Essner as Lead Independent Director, and following consultation with Korn Ferry, the Talent Committee reviewed our director compensation program and considered compensation for the Lead Independent Director role in light of current market practices. The Talent Committee recommended, and the Board approved, an annual cash retainer of $50,000 for the Lead Independent Director role.
2025 Director Compensation Table
2025 Director Compensation Table The table below summarizes the annual compensation for our non-employee directors for the fiscal year ended December 31, 2025. Mr. Ali did not receive any additional compensation for his service as a director in 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Carrie S. Cox(2) | 220,645 | 240,000 | 460,645 | | Robert Essner(3) | 144,140 | 240,000 | 384,140 | | Alan Ezekowitz, M.D., Ph.D. | 130,000 | 240,000 | 370,000 | | Helene Gayle, M.D., M.P.H.(3) | 123,656 | 240,000 | 363,656 | | Shelly B. Lazarus | 120,000 | 240,000 | 360,000 | | Deborah Leone | 130,000 | 240,000 | 370,000 | | Philip Ozuah, M.D., Ph.D. | 140,000 | 240,000 | 380,000 | | Cynthia M. Patton | 130,000 | 240,000 | 370,000 | | Grace Puma(4) | 120,000 | 240,000 | 360,000 | | Ramona Sequeira(5) | 60,000 | 220,000 | 280,000 | | Shalini Sharp | 145,000 | 240,000 | 385,000 |
2025 Director Compensation Table
| (1) The amounts reported represent the grant date fair value of deferred stock units granted in 2025, calculated based on the closing stock price on the date of grant in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC 718”) and rounded to the nearest dollar. As of December 31, 2025, Ms. Cox, Ms. Sharp, Ms. Sequeira, and each of our other non-employee directors held 74,370, 63,344, 21,991, and 62,991 fully vested deferred stock units, respectively. | | (2) Carrie S. Cox received compensation as a non-employee director until her appointment as Executive Chair on October 26, 2025, at which time she became an employee of the Company and ceased receiving compensation for service as a non-employee director. In connection with her appointment as Executive Chair, the Talent Committee determined that Ms. Cox will receive a base salary of $100,000 per month, as previously disclosed in the Company's Current Report on Form 8-K filed on October 30, 2025. The amounts reported for Ms. Cox in this table reflect only compensation for service as a non-employee director and excludes base salary and other compensation earned after her appointment as Executive Chair. | | (3) Effective October 26, 2025, Robert Essner and Helene Gayle received pro-rated retainers for their services as Lead Independent Director and Talent Committee Chair, respectively, following their appointments. | | (4) Grace Puma is not standing for re-election at the 2026 Annual Meeting. | | (5) Ramona Sequeira was elected to the Board as of July 1, 2025. |
Executive Summary
Executive Summary For 2025, our executive compensation program consisted primarily of base salary, Annual Incentive Plan (“AIP”), and long-term incentive (“LTI”) equity awards. Our compensation program is designed to align the NEOs’ pay with our performance and the long-term creation of shareholder value. In furtherance of such goals, the majority of our NEOs’ pay is at-risk and tied to the Company’s achievement of pre-determined performance metrics. Pay outcomes for 2025 were consistent with this approach and reflected alignment with our financial and operational performance as well as our shareholders’ experience. Adjusted revenue for 2025 AIP was $6.0 billion and adjusted EBITDA for 2025 AIP was $1.9 billion. These financial results (see page 62 for AIP adjustments), together with performance against our non-financial organizational priorities, resulted in a 2025 AIP payout of 72% of target. However, as described further under “Compensation Actions to Promote Accountability”, following our Audit Committee’s investigation into our sales practices for wholesalers, the Talent Committee exercised negative discretion to reduce final AIP payouts for certain employees subject to the investigation by amounts ranging from 25% to 50% of target. These employees did not include any of our currently employed NEOs (“continuing NEOs”). In addition, our 2023 performance share unit (“PSU”) awards, earned based on three-year cumulative free cash flow (weighted 70%) and three-year relative TSR (weighted 30%), paid out at 58.01% of target shares, with below target performance on the free cash flow component and no payout earned for the relative TSR component. The following chart illustrates target PSU award opportunities for our NEOs, except for Dr. Arjona Ferreira (who did not become an executive officer until 2024 and therefore did not receive such award) and Mr. Ali (whose award was forfeited in connection with his resignation), and the shares and values ultimately earned based on Company performance:
2023 PSU Performance and Payout
2023 PSU Performance and Payout
2023 PSU Performance and Payout
| NEO | Target Shares (100%) | Target Award Value ($) | Earned Shares* (58.01%) | Earned Value** ($) | Earned Value as a Percentage of Target Award Value | | Joseph Morrissey | 47,516 | 1,100,000 | 27,564 | 197,634 | 18% | | Matthew Walsh | 73,434 | 1,700,000 | 42,599 | 305,435 | 18% | | Rachel Stahler | 39,956 | 925,000 | 23,178 | 166,186 | 18% | | Kirke Weaver | 37,796 | 875,000 | 21,925 | 157,202 | 18% |
2023 PSU Performance and Payout
| * Shares earned reflect results for the 2023-2025 PSU performance period, which were settled in February 2026, following the Talent Committee’s certification of the final achievement in February 2026. | | ** Measured at the end of the performance period based on a stock price of $7.17, our closing stock price on December 31, 2025. |
Compensation Philosophy, Policies and Practices
Compensation Philosophy, Policies and Practices Organon’s executive compensation program is designed with our governance principles and compensation philosophy in mind. We believe in providing a market-competitive target compensation opportunity for our executives, delivered through a mix of base salary, short-term and long-term incentives. Our compensation levels are reviewed against a peer group that was established based on revenue size and business comparability in order to balance competitiveness with good pay governance practices (see page 56 for more details about our peer groups). Our LTI mix is designed to balance risk with the potential for capital accumulation to align with shareholder interests, through a combination of non-qualified stock options (“NQSOs”), time-based restricted stock units (“RSUs”) and PSUs. A meaningful portion of each NEOs’ pay is at-risk, with more than 60% of our currently employed NEOs’ target compensation tied to performance-based incentives (consisting of compensation allocated to the AIP, PSUs, and NQSOs). Such design is intended to tie NEOs’ compensation to Company performance and only reward for achievement of key performance goals. See page 58 for more details about our 2025 elements of compensation.
Compensation Actions to Promote Accountability
Compensation Actions to Promote Accountability On October 26, 2025, Mr. Ali resigned as our Chief Executive Officer following an investigation by the Audit Committee regarding the Company’s sales practices for wholesalers. In connection with such resignation, Mr. Ali was not entitled to receive a payout under the 2025 AIP or to any severance or equity-related retirement benefits. In addition, certain employees involved in the sales practices for wholesalers were terminated or subject to other disciplinary action in connection with the investigation. Compensation Discussion and Analysis Further, following our Audit Committee’s investigation, the Talent Committee considered a number of actions to promote employee and executive officer accountability. The design and risk management features of our executive compensation program provided the Talent Committee with the discretion to reduce AIP awards. In light of the findings of the investigation and the Company’s overall performance during 2025, the Talent Committee reviewed certain actions previously taken by management with respect to certain employees involved in our sales practices for wholesalers and determined to ratify those actions. Following this review and ratification, the Talent Committee determined to exercise its negative discretion to reduce AIP payouts for certain employees by amounts ranging from 25% to 50% to reflect those employees’ accountability for the overall operation of our Company. Such actions had meaningful consequences for such employees (which did not include any of our continuing NEOs) and reinforce our culture of tying compensation to overall Company performance. As described further under “2025 Annual Incentive Payouts,” each continuing NEO received payment of the 2025 AIP at 72% of target, based on actual 2025 Company Scorecard results.
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 limits on payouts on short- and long-term incentives | | | ✓ | Utilize an independent compensation consultant that reports directly to the Talent Committee | | | ✓ | Require executive officers to retain a portion of vested equity awards until stock ownership guidelines are met | | | ✓ | Maintain robust clawback policies that go beyond minimum legal requirements and allow us to seek reimbursement of incentive compensation 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 |
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 pay based on market practices and the NEO’s individual position, responsibilities, proficiency and performance | | AIP | Cash payment which varies based on achievement of: • Revenue (40%) • Adjusted EBITDA (40%) • Organizational Health Priorities (20%) | Emphasize and reward the achievement of critical annual financial and strategic objectives | | LTI | 50% PSUs which vest based on the achievement of: • Three-Year Cumulative Free Cash Flow (50%), and • Three-Year Cumulative Constant Currency Revenue (25%) With a Two-Year Cumulative Adjusted EBITDA threshold required for any payout on these two components, and • Three-Year Relative TSR (25%) 25% RSUs, the value of which depend on our stock price performance 25% NQSOs, which are only valuable if our stock price increases following the grant date | Motivate and reward the achievement of long-term financial goals and the delivery sustained shareholder value Align the interests of our NEOs with shareholders to incentivize the creation of shareholder value |
How Compensation Decisions Are Made
How Compensation Decisions Are Made Shareholder Engagement and Results of 2025 Say on Pay Vote We have established a robust shareholder outreach program, allowing our shareholders to discuss a variety of topics with us, including executive compensation (see page 27 for more details about our shareholder engagement program). We value the ongoing feedback that we receive from our shareholders on executive compensation matters, including the feedback reflected in our annual say-on-pay votes. At the 2025 Annual Shareholder Meeting, approximately 78% of the say-on-pay votes cast were in favor of our NEOs’ compensation. The Talent Committee took the results of the Company’s advisory vote on say-on-pay seriously and sought our shareholders’ perspectives about specific areas of concern and potential improvements. We strive to continuously improve our compensation programs to drive strong alignment with Company performance and Compensation Discussion and Analysis with our shareholders’ expectations. Following the 2025 Annual Shareholder Meeting, we engaged in robust shareholder outreach, as described under the “Shareholder Engagement” section on page 27. The Talent Committee considered the perspectives received in evaluating and developing the executive compensation program changes described in the “2026 Executive Compensation Program Updates” section on page 68. We expect that our executive compensation philosophy, policies and practices for setting compensation will continue to evolve as our business matures. Role of the Committee The Talent Committee has overall responsibility for the design of our executive compensation program, which is intended to support our executive compensation philosophy and objectives, align executive pay with shareholder interests and promote our ongoing business strategy. In the last quarter of each year, the Talent Committee typically reviews and discusses the Board’s evaluation of the CEO’s performance and makes preliminary recommendations for his base salary, annual incentive and LTI equity compensation for the following year. For Mr. Morrissey, his 2025 compensation as Interim Chief Executive Officer was established in connection with his appointment in October 2025. The Chair of the Talent Committee discusses the committee’s recommendations with the independent Directors of the Board for their approval. The Talent Committee reviews and approves the compensation for our other executive officers at the committee’s meeting during the first quarter of each year. For additional details on the role of the Talent Committee in determining executive compensation, please refer to the Corporate Governance section of this proxy statement. Role of the Chief Executive Officer and Executive Chair The CEO generally reviews and discusses the performance and proficiency of each executive officer (excluding himself and the Executive Chair) and provides the Talent Committee with compensation recommendations considering the market insights provided by Korn Ferry, the committee's independent compensation consultant (as described below). The Executive Chair provides input to the Talent Committee regarding the CEO’s performance and leadership, and the Talent Committee considers market insights provided by Korn Ferry in reviewing the CEO’s compensation. The Talent Committee approves all compensation changes for our executive officers and recommends the compensation of our Executive Chair and CEO to the independent Directors of the Board. Neither the CEO nor the Executive Chair participates in deliberations or decisions regarding his or her own compensation. 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 2025, the Talent Committee continued to retain Korn Ferry as its independent compensation consultant. With respect to 2025 compensation decisions, Korn Ferry advised the Talent Committee on the design of the 2025 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 executive search, assessment and leadership development, and international compensation data in 2025. Fees paid to Korn Ferry for 2025 services included (i) $200,000 for executive and director compensation consulting services, and (ii) $196,825 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 2025, Frederic W. Cook & Co. Inc. (“FW Cook”) was also engaged by management to provide certain compensation design consulting services. FW Cook did not attend any meetings or recommend the amount or form of executive compensation to the Talent Committee during 2025. Peer Group Framework and Methodology The Talent Committee utilizes a compensation peer group to evaluate target compensation decisions (the “Compensation Peer Group”), and a separate performance peer group to measure Organon’s relative total shareholder return (“TSR”) performance for purposes of the PSU portion of our LTI awards. The Talent Committee believes that establishing separate peer groups for the purposes of benchmarking compensation levels and measuring relative performance best supports our ability to understand competitive pay levels compared to companies of a similar size and with whom we compete for talent, while also measuring our performance relative to a broader set of industry peers that better represents the evolution of our business over time. Compensation Peer Group The Compensation Peer Group is composed of a robust set of healthcare companies with comparable business characteristics, models and revenue for the purpose 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: • Domestic, publicly-traded company; • Similar size in terms of revenue and cost characteristics (revenues 0.5x to 3.0x Organon's revenue, low R&D expense, and stable profit margins); Member of the healthcare industry, with a focus on: Pharmaceuticals; Biotechnology and Life Science; Healthcare Technology; Healthcare Services; or Healthcare Equipment and Supplies; and • Similar business characteristics: Women’s Health Oriented/Gynecology; Portfolio of Services; Biosimilars/Biologics; Purpose Driven; and Innovative Growth Mindset. Based on the above selection criteria and considering the recommendations of Korn Ferry, the Talent Committee used the following peer companies to inform its 2025 compensation decisions:
How Compensation Decisions Are Made
| 2025 Compensation Peer Group | | | | Agilent Technologies, Inc. | Edwards Lifesciences Corporation | Perrigo Company plc | | Avantor, Inc. | Elanco Animal Health Incorporated | Regeneron Pharmaceuticals, Inc. | | Bausch Health Companies Inc. | Hologic, Inc. | Revvity, Inc. (formerly PerkinElmer Inc.) | | Baxter International Inc. | Incyte Corporation | Vertex Pharmaceuticals Incorporated | | Biogen Inc. | Intuitive Surgical, Inc. | Viatris Inc. | | Boston Scientific Corporation | IQVIA Holdings Inc. | Zoetis Inc. | | Catalent, Inc. | Jazz Pharmaceutical Plc | |
How Compensation Decisions Are Made
The Talent Committee regularly reviews the Compensation Peer Group to reinforce alignment with Organon's size while maintaining a stable number of companies in our peer group. Below is a brief history of recent changes: • 2023: Danaher Corporation was removed from our 2024 Compensation Peer Group due to its larger revenue size relative to Organon. • 2024: Becton, Dickinson and Company was removed from our 2025 Compensation Peer Group, and Jazz Pharmaceuticals Plc and Incyte Corporation were added to recalibrate the median revenue size of the peer group for better alignment with Organon's size. • 2025: Catalent, Inc. was removed from our 2026 Compensation Peer Group following its acquisition by Novo Holdings A/S. The Talent Committee believes that compensation decisions are complex and require an in-depth review of Organon's performance and peer compensation levels. Other factors that may influence the amount of Compensation Discussion and Analysis targeted compensation awarded may include market competition for a particular position, an individual’s possession of a unique skill or knowledge set, proven leadership capabilities, or experience. Due to the limited availability of compensation data for our peers, the Talent Committee also reviewed survey data drawn from a custom cut of the companies in the Compensation Peer Group. Performance Peer Group The Talent Committee utilizes a second peer group to measure Organon’s relative TSR, which is a metric in the PSU program. This peer group has historically consisted of the constituent companies of the NYSE Arca Pharmaceutical Index (subject to adjustment as necessary during the performance period). In 2026, the Talent Committee reviewed the constituent companies of the NYSE Arca Pharmaceutical Index and determined that for our 2026 PSUs, the S&P Composite 1500 Healthcare Index would serve as a more appropriate comparator going forward to evaluate the relative TSR performance. The committee believes that using a broader and more balanced set of industry peers, regardless of size, will better reflect the evolution of our business over time.
NEO Realized Compensation
NEO Realized Compensation A significant portion of our NEOs’ target compensation is performance‑based and therefore “at risk.” As a result, the compensation actually received by our NEOs (“Realized Compensation”) has varied from year to year and differs from the target compensation described in our annual proxy statements. Realized Compensation also differs from the compensation reported in the Summary Compensation Table, which is calculated in accordance with SEC rules and reflects LTI awards based on their aggregate grant‑date fair value, rather than the value ultimately realized by the NEOs upon vesting. Our NEOs’ Total Target Direct Compensation (“TTDC”) consists of fixed base salary, a target AIP opportunity, and target LTI equity compensation. Realized Compensation reflects: (i) fixed base salary earned during the year; (ii) actual AIP awards earned for the applicable performance year; and (iii) the actual value of LTI awards that vested during the year, based on Company performance and the Company’s stock price at the time of vesting. The following charts illustrate the TTDC and Realized Compensation of our Interim Chief Executive Officer and Chief Financial Officer for 2023, 2024, and 2025, together with the Company’s stock price over the same period. As shown, only a portion of TTDC granted has been realized, and Realized Compensation has fluctuated year‑to‑year and is closely aligned with stock price performance, demonstrating strong alignment between executive compensation outcomes and shareholder interests.
NEO Realized Compensation
| * Excludes 2023 PSU payout, whose performance period ended on December 31, 2025, but were not settled until February 2026, following the Talent Committee's certification of the final achievement of the performance metrics in February 2026. | | ** OGN stock prices are based on the closing price as of the last trading day of the year. | | *** Mr. Morrissey was appointed Interim Chief Executive Officer on October 26, 2025. |
NEO Realized Compensation
| | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $750 | 80% | $600 | $2,200 | $1,100 | $550 | $550 | $3,550 | | 2025 | $1,000 | 100% | $1,000 | $3,000 | $1,500 | $750 | $750 | $5,000 | | YoY% Increase | 33% | 25% | 67% | 36% | 36% | 36% | 36% | 41% |
NEO Realized Compensation
| | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $900 | 80% | $720 | $3,400 | $1,700 | $850 | $850 | $5,020 | | 2025 | $925 | 80% | $740 | $3,850 | $1,925 | $963 | $963 | $5,515 | | YoY% Increase | 3% | 0% | 3% | 13% | 13% | 13% | 13% | 10% |
Elements of 2025 Compensation Program
| Joseph Morrissey, Interim Chief Executive Officer* | | | | | | | * Mr. Morrissey was appointed Interim CEO on October 26, 2025. In connection with his appointment, his base salary was increased to $1 million, his AIP target was increased to 100% of base salary (pro-rated based on time served in each role), and his annual LTI target was increased to $4 million effective for 2026 grants, which is subject to the 2026 LTI mix (50% PSUs and 50% RSUs as further described below). In addition, Mr. Morrissey was awarded a one-time grant of RSUs with a grant date value of $1 million in 2025 to compensate him for his additional duties and responsibilities following his promotion, which is not included in the amount shown above given its one-time nature. |
Elements of 2025 Compensation Program
| | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $650 | 80% | $520 | $2,000 | $1,000 | $500 | $500 | $3,170 | | 2025 | $760 | 80% | $608 | $2,400 | $1,200 | $600 | $600 | $3,768 | | YoY% Increase | 17% | 0% | 17% | 20% | 20% | 20% | 20% | 19% |
Elements of 2025 Compensation Program
| | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2025 | $715 | 80% | $572 | $2,200 | $1,100 | $550 | $550 | $3,487 |
Elements of 2025 Compensation Program
| | Base Salary | AIP Target | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $650 | 70% | $455 | $1,750 | $875 | $438 | $438 | $2,855 | | 2025 | $685 | 80% | $548 | $2,200 | $1,100 | $550 | $550 | $3,433 | | YoY% Increase | 5% | 14% | 20% | 26% | 26% | 26% | 26% | 20% |
Elements of 2025 Compensation Program
| | Base Salary* | AIP Target* | | LTI Target | PSUs | RSUs | NQSOs | TTDC | | 2024 | $1,250 | 150% | $1,875 | $11,000 | $5,500 | $2,750 | $2,750 | $14,125 | | 2025 | $1,300 | 150% | $1,950 | $13,000 | $6,500 | $3,250 | $3,250 | $16,250 | | YoY% Increase | 4% | 0% | 4% | 18% | 18% | 18% | 18% | 15% |
Elements of 2025 Compensation Program
Compensation Discussion and Analysis Base Salary Given that base salaries were unchanged in 2024, the Talent Committee approved base salary adjustments in early 2025 to maintain competitive positioning and an appropriate balance of fixed and variable compensation for each NEO. The tables above set forth the 2025 annual base salary levels for each of our NEOs and the percentage increases relative to 2024. In October 2025, the full Board, upon the recommendation of the Talent Committee, approved the base salary for Mr. Morrissey in his capacity as Interim CEO, as described above. Annual Cash Incentive Each of the NEOs was designated as a participant in the 2025 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’ 2025 annual incentive target, as a percentage of base salary. Our Company Scorecard establishes a set of common financial and non-financial (organizational health) goals for our NEOs and other AIP-eligible employees. Consistent with the 2024 AIP design, the 2025 Company Scorecard included the following metrics, weighted as indicated below:
Elements of 2025 Compensation Program
Our financial metrics — Revenue and Adjusted EBITDA — were equally weighted at 40% based on the Talent Committee’s belief that they are the key financial measures of our success during the year. The organizational health priorities were collectively weighted at 20% and are designed to focus management on advancing critical strategic priorities that support the execution of our long-term strategy. The performance ranges and corresponding payout levels for Revenue and Adjusted EBITDA were established based on the Company’s Board-approved financial plan for 2025 and were intended to balance the reasonableness of the goals with an appropriate amount of stretch performance required to reach a maximum payout. Each financial component has a payout range of 25% to 200% from threshold to maximum performance. Failure to achieve threshold performance on any financial metric would result in no payout for that metric. The Talent Committee has approved a framework that can be used to make adjustments to our GAAP reported revenue and EBITDA financial measures to arrive at the non-GAAP Revenue and Adjusted EBITDA measures used for the purpose of our 2025 AIP. These adjustments were made to remove the positive or negative impact of currency exchange rate fluctuations and certain business development items, as further described below, and are intended to avoid penalizing or rewarding executives for performance impacts outside of their immediate control. The 2025 Company Scorecard structure and results are as follows:
2025 Company Scorecard
| 2025 AIP Payout | | | | | | | | | | Threshold | Target | Max | Actual* | Weighting | Score | Weighted Average Score | | Metric | ($B) | ($B) | ($B) | ($B) | (%) | (%) | (%) | | Revenue | 5.662 | 6.291 | 6.606 | 6.015 | 40 | 68.7 | 27.5 | | Adjusted EBITDA | 1.694 | 1.993 | 2.292 | 1.862 | 40 | 67.2 | 26.9 | | Organizational Health Priorities | | | | | 20 | 90.0 | 18.0 | | Overall Payout | | | | | | | 72** |
2025 Company Scorecard
* The actual amounts for Revenue and Adjusted EBITDA were adjusted as described in the sections below. ** Result shown is rounded to the nearest whole percentage. Revenue In establishing the Revenue target for 2025, the Talent Committee aligned the target goal with the Board approved financial plan for 2025. Reported revenue of $6.216 billion was adjusted to $6.015 billion to remove the impact of currency exchange rates and certain business development revenue (versus amounts budgeted in the 2025 financial plan approved by the Board in 2024). This result fell below our revenue target, but above our threshold performance level, as shown above. Adjusted EBITDA In establishing the Adjusted EBITDA target for 2025, the Talent Committee aligned the target goal with the Board approved financial plan for 2025. Adjusted EBITDA of $1.907 billion was adjusted to $1.862 billion for 2025, which represents reported EBITDA adjusted to exclude the impact of currency exchange rate changes, certain business development expenses that were not included in the 2025 financial plan approved by the Board in 2024 and share-based compensation expense. This result fell below our Adjusted EBITDA target, but above our threshold performance level, as shown above. Compensation Discussion and Analysis Organizational Health Priorities Each year, the Company establishes three to five critical business priorities, which are reviewed and approved by the Talent Committee. These priorities are used by the Talent Committee, together with the Company’s financial results, to assess performance and determine AIP outcomes. Our 2025 priorities focused on maintaining above-median employee engagement; achieving operating expense reduction goals associated with the Company’s restructuring initiatives; executing the Phase 2 Elena proof-of-concept study evaluating the investigational candidate OG-6219 for endometriosis-related pain on time and within budget; and obtaining FDA approval of the supplemental New Drug Application (sNDA) for Nexplanon(R) (etonogestrel implant). Our 2025 organizational health priorities and the Talent Committee’s assessment of performance against those priorities were as follows:
2025 Company Scorecard
| Named Executive Officer | Base Salary ($) | Annual Incentive Target (%) | Annual Incentive Target ($) | Company Scorecard Results (%) | Final Award ($) | | Joseph Morrissey(1) | 1,000,000 | 83.67 | 836,712 | 72 | 602,433 | | | - | | | | | | Matthew Walsh | 925,000 | 80 | 740,000 | 72 | 532,800 | | Juan Camilo Arjona Ferreira, M.D. | 760,000 | 80 | 608,000 | 72 | 437,760 | | Rachel Stahler | 715,000 | 80 | 572,000 | 72 | 411,840 | | Kirke Weaver | 685,000 | 80 | 548,000 | 72 | 394,560 |
2025 Company Scorecard
| (1) Mr. Morrissey’s AIP target was increased to 100% of base salary in connection with his appointment as interim Chief Executive Officer in October 2025. This target percentage and the resulting award opportunity was pro-rated for 2025. |
2025 Company Scorecard
Long-Term Equity Incentives Our LTI awards are designed to provide a compensation link to long-term shareholder value. The tables beginning on page 58 set forth the 2025 annual target LTI awards for each of our NEOs. The 2025 LTI target award values reflect the positioning of TTDC relative to the competitive market as well as considerations regarding internal pay equity and each individual NEO’s performance and duties. As shown on page 58, in accordance with our compensation philosophy, a significant portion of each NEO’s TTDC is delivered in the form of equity incentives to directly align NEOs with shareholder interests. In line with this compensation philosophy and following its annual review, the Talent Committee approved increases for the NEOs' 2025 LTI target award values after considering market data from Korn Ferry as well as individual performance, as LTI levels had remained unchanged in the prior year. In connection with Mr. Morrissey’s appointment as Interim CEO, the Board, upon the recommendation of the Talent Committee, approved a one-time RSU award with a grant date fair value of $1 million, granted on November 13, 2025, and an increase to his annual LTI target in 2026. The 2025 LTI target award values for each of our NEOs are provided within the TTDC charts beginning on page 58. 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, with grants made in March 2025. Compensation Discussion and Analysis The annual LTI grants for 2025 were comprised of the following:
2025 Company Scorecard
| PSUs | • 50% of target LTI opportunity • Three-year cliff vesting following conclusion of the applicable performance period and subject to continued service and achievement of the applicable performance goals • Performance Goals: three-year cumulative free cash flow (weighted 50%), three-year cumulative constant currency revenue (weighed at 25%), and three-year relative TSR (weighted 25%) • The awards are also subject to a two-year cumulative Adjusted EBITDA threshold under which no portion of the three-year cumulative free cash flow and three-year cumulative constant currency revenue of PSU awards will be eligible to vest if cumulative fiscal 2025 and 2026 Adjusted EBITDA does not exceed the threshold. • The cumulative free cash flow and constant currency revenue performance goals are set at the beginning of each fiscal year within the three-year-performance period, and payout will be based on Organon's cumulative performance over the full performance period against the aggregate total of such annual goals. The Talent Committee used this structure on an interim basis, recognizing the Company's recent spinoff and the need for flexibility in a dynamic macroeconomic environment. This approach enabled the Company to set performance goals that were both challenging and grounded in Organon's most current strategic and financial outlook, while maintaining long-term alignment and accountability. As noted below, this approach was discontinued for our 2026 PSUs, which apply three-year performance goals established at the beginning of the performance period. • Threshold performance required for payout at 50% of target shares, with potential to earn up to 200% of target shares. • Target payout with respect to the relative TSR metric requires performance above the median, and overall payout is capped at target if our absolute TSR is negative over the performance period. | | RSUs | • 25% of target LTI opportunity • Three-year vesting schedule, with one-third vesting on each of anniversary of the grant date | | NQSOs | • 25% of target LTI opportunity • Three-year vesting schedule, with one-third vesting on each of anniversary of the grant date |
2025 Company Scorecard
PSU Performance Metrics Our PSU design has been evolving to balance the need for rigor, long-term forecasting, and achievability, despite our limited business history. The chart below illustrates the evolution of our PSU design over time.
2025 Company Scorecard
| (1) 2021 PSU awards were granted in August, with a performance period from August 17, 2021 to August 16, 2024. | | (2) 2022 and 2023 PSU awards were granted in August, when PSU performance goals were finalized after the Company's strategy planning process. | | (3) The cumulative free cash flow and constant currency revenue performance goals are set at the beginning of each fiscal year of the three-year-performance periods. | | (4) Subject to a circuit breaker threshold: if 2-year cumulative adjusted EBITDA goal is not achieved, the payout on FCF and Revenue portions of award would be 0%. |
2025 Company Scorecard
For 2025, the Talent Committee selected three-year cumulative free cash flow (weighted at 50%), three-year cumulative constant currency revenue (weighted at 25%), and relative TSR (weighted at 25%) as the primary performance metrics for the PSUs. These metrics were selected to complement those used in the 2025 AIP, providing a balanced executive compensation program that focuses on the creation of long-term shareholder value. The financial metrics portion of the PSUs (i.e., 75% of the PSUs based on free cash flow and constant currency revenue), will not yield any payout unless a minimum cumulative 2025 and 2026 adjusted EBITDA performance threshold is achieved. Such metrics were designed to incentivize our NEOs to focus on driving long-term financial growth and capital efficiency as we progress as an independent company. Free cash flow for purposes of the 2025 PSUs is defined as our reported earnings before interest, taxes, depreciation, amortization and in-process research & development (IPRD) milestone payments, adjusted to exclude the impact of net cash interest expenses, cash taxes, change in net working capital, and capital expenses and in addition to excluding one-time costs associated with the separation from Merck as well as principal debt repayments, shareholder dividends and business development spend. Constant currency revenue for purposes of the 2025 PSUs is defined as our reported revenue, adjusted to remove the impact of actual currency exchange rates versus currency exchange rates budgeted in our annual operating plan. Adjusted EBITDA for purposes of the 2025 PSUs is defined as our reported EBITDA, adjusted to exclude the impact of actual currency exchange rate changes versus planned rates, certain business development expenses that were not included in the financial plan, and share-based compensation expense. The Talent Committee established the PSU performance goals for 2025 after considering the Company’s long-term operating plan, with the goals designed to encourage strong, focused performance. The target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The 2026 and 2027 performance goals will be established at the beginning of each year following a review of similar considerations. Because the financial performance goals are being set annually (which annual goals will be aggregated to establish a three-year cumulative goal at the beginning of the third year) and for competitive reasons, we intend to disclose our cumulative financial performance goals for the Compensation Discussion and Analysis 2025 PSU program after the three-year performance period has been completed. This approach allowed us to adapt more quickly to changes in the macroeconomic environment, so that we continued to set performance goals that were both rigorous and attainable. As we have progressed as an independent company and following its annual review of the executive compensation program and prevailing market practice, the Talent Committee determined to discontinue this structure for our 2026 PSUs by utilizing three-year performance goals that are set at the beginning of the performance period. 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.
2025 Company Scorecard
| 2025 PSUs (performance period January 1, 2025 – December 31, 2027) | | | | | 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% |
2025 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 2025 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. |
2025 Company Scorecard
2023 PSUs Our NEOs received PSUs that vest based on Organon’s three-year cumulative free cash flow performance (70%) and TSR relative to the companies included in the NYSE Arca Pharmaceutical Index as of the beginning of a three-year performance period beginning January 1, 2023 and ending on December 31, 2025 (30%). The payout for such PSUs was capped at 100% if our absolute TSR was negative for the performance period. Such PSUs were designed to incentivize multi-year value creation and align NEOs’ compensation with our shareholders’ experience. As a result of the Company's achievement against the established free cash flow and relative TSR performance goals for the performance period, the PSUs vested at 58.01% following certification by the Talent Committee in early 2026. Such achievement and payout show that our NEOs’ realized pay is directly impacted by company performance, which further reinforces our philosophy of aligning NEOs’ pay with our shareholders’ interest. The table below sets forth the free cash flow and relative TSR performance goals and the performance achieved for such PSUs.
2025 Company Scorecard
| 2023 PSUs (performance period January 1, 2023 – December 31, 2025) | | | | | | Performance Goals | | | | | | Performance Objective (weighting %) | Threshold | Target | Maximum | Achievement % | | Free Cash Flow (70%) | $2.511B | $3.453B | $3.767B | 82.88% | | | Actual Achievement = $2.924B | | | | | 3-year TSR relative to NYSE Arca Pharmaceutical Index (30%) | 25th percentile | 55th percentile | 75th percentile | 0.0% | | | Actual Achievement = 0th | | | | | Payout | 50% | 100% | 200% | 58.01% |
2025 Company Scorecard
Under certain circumstances, the Talent Committee recognizes that special arrangements with respect to an executive’s employment may be necessary or desirable. For example, Mr. Ali was previously required to relocate to the United States in connection with his employment as our CEO and due to regulatory and business considerations, Mr. Ali maintained residency in Switzerland as well as the United States. Because his residence in both the United States and Switzerland was beneficial to Organon and supported the performance of his duties, Mr. Ali received certain benefits related to his residency in Switzerland, such as housing reimbursements, tax compliance services, miscellaneous relocation costs, and tax equalization payments related to certain housing and transportation prior to his resignation. Prior to his resignation, Mr. Ali also received certain security services which were recommended based on a comprehensive independent security assessment, which are reported in the 2025 All Other Compensation Table. Based on this assessment, Mr. Ali received certain home security services, advanced intelligence monitoring, secure transportation for himself and his immediate family members and security personnel. Because Organon believed it was in the best interests of Organon and its shareholders to protect Mr. Ali against possible security threats to him and his family members, Organon required Mr. Ali to accept such personal security protection. Organon also believed that the costs of this security were appropriate and necessary. These benefits ceased following his resignation as Chief Executive Officer on October 26, 2025. Mr. Morrissey and our other NEOs have limited use of chartered aircraft and, when traveling for business, guests, including family members, may occasionally accompany an NEO when using such aircraft for business purposes and such aircraft can accommodate them, in which case there is no additional aggregate incremental cost to Organon. Accordingly, no amount is reflected for such guest travel in the “All Other Compensation” column of the 2025 Summary Compensation Table. Personal use of the chartered aircraft by the Interim CEO requires prior approval of the CFO and the General Counsel and neither Mr. Ali nor Mr. Morrissey had any personal use of the aircraft during 2025. Personal use of company chartered aircraft by other NEOs is generally not permitted. Please see the “All Other Compensation” column of the 2025 Summary Compensation Table for further information regarding the perquisites and personal benefits received by the NEOs with respect to 2025. 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. In connection with Mr. Morrissey's appointment as Interim CEO, the Talent Committee determined that he will not be subject to the CEO stock ownership guidelines while serving as interim CEO. During this interim period, Mr. Morrissey remains subject to the stock ownership guidelines applicable to his prior executive officer position as Head of Manufacturing & Supply until a permanent CEO is appointed. The Talent Committee reviews progress toward achieving the stock ownership guidelines for the Company’s executives on an annual basis. As of the most recent annual review performed in December 2025, two NEOs had sufficient holdings to meet or exceed the stock ownership guidelines, and the others were on pace to meet their respective guidelines. The following table sets forth the stock ownership guidelines and current stock ownership status as a multiple of base salary for Mr. Morrissey, as Interim CEO, and for our other currently employed NEOs as of January 1, 2026. Compensation Discussion and Analysis Return of Incentive Compensation (“Clawback Policy”) We maintain a clawback policy, which is intended to comply with the requirements of NYSE Listing Standards 303A.14 implementing Rule 10D-1 under the Securities Exchange Act of 1934. In the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, we will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. In addition, under our compensation recoupment policy, we are permitted to seek reimbursement of incentive compensation (including both time and performance-based awards) in the event, among others, the Talent Committee determines that the covered executive has engaged in egregious conduct that is substantially detrimental to Organon (whether financially, reputationally or otherwise). Equity Award Grant Practices The Talent Committee generally approves the target compensation, including the target value of annual equity awards, for our executive officers, including each of the NEOs, at its regularly scheduled February meeting of each year and such annual equity awards are generally granted on the last business day of March each year. Because the Talent Committee’s regular meeting schedule is established well in advance of the applicable fiscal year, the proximity of any award grant dates to any other significant corporate events is coincidental. Our directors receive a credit of deferred stock units upon election (or re-election) at each annual meeting of shareholders or upon joining the Board if joining at a time other than an annual meeting. In certain circumstances, including the hiring, promotion or retention of an individual, the Talent Committee may approve grants to be effective at other times, generally three business days following the release of Company quarterly earnings. The Company may change these equity grant practices in the future. The Talent Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025 and did not time the disclosure of material nonpublic information in 2025 for the purpose of affecting the value of executive compensation. Insider Trading Policy and Procedures The Company has adopted an insider trading policy and procedures that govern the purchase, sale, and other dispositions of the Company’s securities by directors, officers, and employees, as well as by the Company itself (the “Insider Trading Policy”). We believe that our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Hedging and Pledging
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth information concerning the compensation of our NEOs for 2025 and, to the extent required by SEC disclosure rules, 2024 and 2023.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($)(5) | | Joseph Morrissey (6) | 2025 | 819,231 | — | 3,365,818 | 749,998 | 602,433 | 235,368 | 5,772,848 | | Interim Chief | 2024 | 750,000 | — | 1,832,094 | 549,997 | 804,000 | 193,848 | 4,129,939 | | Executive Officer | 2023 | 740,769 | — | 1,652,125 | 549,871 | 588,000 | 206,244 | 3,737,009 | | Matthew Walsh | 2025 | 919,231 | — | 3,036,171 | 962,498 | 532,800 | 235,504 | 5,686,204 | | EVP and Chief | 2024 | 900,000 | — | 2,831,423 | 849,999 | 964,800 | 200,700 | 5,746,922 | | Financial Officer | 2023 | 890,077 | — | 2,553,291 | 849,799 | 705,600 | 214,100 | 5,212,866 | | Juan Camilo Arjona Ferreira, M.D. (7) | 2025 | 734,615 | — | 1,892,658 | 599,998 | 437,760 | 157,456 | 3,822,487 | | EVP and Head of R&D | 2024 | 650,000 | — | 1,665,534 | 499,998 | 696,800 | 87,419 | 3,599,751 | | and Chief Medical Officer | | | | | | | | | | Rachel Stahler (8) | 2025 | 706,923 | — | 1,734,932 | 550,000 | 411,840 | 147,924 | 3,551,619 | | EVP and Chief Digital | | | | | | | | | | & Growth Officer | | | | | | | | | | Kirke Weaver | 2025 | 676,923 | — | 1,734,932 | 550,000 | 394,560 | 186,560 | 3,542,975 | | EVP, General Counsel | 2024 | 650,000 | 210,656(10) | 1,457,346 | 437,496 | 609,700 | 158,906 | 3,524,103 | | and Corporate Secretary | 2023 | 650,000 | 210,656(10) | 1,314,174 | 437,394 | 445,900 | 134,569 | 3,192,693 | | Kevin Ali (9) | 2025 | 1,088,462 | — | 10,251,989 | 3,249,999 | — | 1,222,846 | 15,813,296 | | Former Chief | 2024 | 1,250,000 | — | 9,160,555 | 2,749,997 | 2,512,500 | 1,444,372 | 17,117,424 | | Executive Officer | 2023 | 1,244,231 | — | 8,260,650 | 2,749,368 | 1,837,500 | 740,523 | 14,832,272 |
2025 Summary Compensation Table
| (1) The amounts reported in this column represent the grant date fair value of PSUs and RSUs granted in the indicated fiscal year, calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. For the 2025 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. Morrissey—$2,999,963; Mr. Ali—$12,999,968; Mr. Walsh—$3,850,011; Dr. Arjona Ferreira—$2,399,978; Ms. Stahler—$2,199,975; and Mr. Weaver—$2,199,975. See Note 6 to the Audited Financial Statements included in our Form 10-K for the fiscal year ended December 31, 2025 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts. Our 2023 PSUs vest based on our free cash flow (70%) and relative TSR (30%) performance over a three-year performance period. Our 2024 and 2025 PSUs vest based on our free cash flow (50%), relative TSR (25%) and cumulative constant currency revenue (25%) with a circuit breaker for the financial metrics portion of the PSUs based on our two year adjusted EBITDA achievement. The free cash flow and constant currency revenue goals for each year of the performance period of the 2024 and 2025 PSUs are established each year. | | (2) The amounts reported in this column represent the grant date fair value of NQSO awards granted in the indicated fiscal year, calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. See Note 6 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. | | (3) The amounts reported for 2025 represent cash awards paid to the continuing NEOs under the 2025 AIP. | | (4) The following table summarizes the compensation and benefits included under All Other Compensation in the 2025 Summary Compensation Table that were awarded to, earned by, or paid to the NEOs for the fiscal year ending December 31, 2025. |
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table provides information on the 2025 AIP and the PSUs, RSUs and NQSOs granted in 2025 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.
2025 Grants of Plan-Based Awards Table
| | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of shares of stock or | All Other Option Awards: Number of securities underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | units (#) | options (#) | Awards ($/Sh) | Awards (1) ($) | | Joseph Morrissey | | (2) | — | 836,712 | 1,673,424 | — | — | — | — | — | — | — | | | 3/31/2025 | 2/3/2025(3) | — | — | — | — | — | — | 50,369 | — | — | 749,994 | | | 3/31/2025 | 2/3/2025(4) | — | — | — | — | — | — | — | 247,524 | 14.89 | 749,998 | | | 3/31/2025 | 2/3/2025(5) | | | | 50,369 | 100,738 | 201,476 | — | — | — | 1,615,828 | | | 11/13/2025 | 10/26/2025(3) | — | — | — | — | — | — | 131,233 | — | — | 999,995 | | Matthew Walsh | | (2) | — | 740,000 | 1,480,000 | — | — | — | — | — | — | — | | | 3/31/2025 | 2/3/2025(3) | — | — | — | — | — | — | 64,640 | — | — | 962,490 | | | 3/31/2025 | 2/3/2025(4) | — | — | — | — | — | — | — | 317,656 | 14.89 | 962,498 | | | 3/31/2025 | 2/3/2025(5) | — | — | — | 64,640 | 129,281 | 258,562 | — | — | — | 2,073,682 | | Juan Camilo Arjona Ferreira, M.D. | | (2) | — | 608,000 | 1,216,000 | — | — | — | — | — | — | — | | | 3/31/2025 | 2/3/2025(3) | — | — | — | — | — | — | 40,295 | — | — | 599,993 | | | 3/31/2025 | 2/3/2025(4) | — | — | — | — | — | — | — | 198,019 | 14.89 | 599,998 | | | 3/31/2025 | 2/3/2025(5) | — | — | — | 40,295 | 80,591 | 161,182 | — | — | — | 1,292,665 | | Rachel Stahler | | (2) | — | 572,000 | 1,144,000 | — | — | — | — | — | — | — | | | 3/31/2025 | 2/3/2025(3) | — | — | — | — | — | — | 36,937 | — | — | 549,992 | | | 3/31/2025 | 2/3/2025(4) | — | — | — | — | — | — | — | 181,518 | 14.89 | 550,000 | | | 3/31/2025 | 2/3/2025(5) | — | — | — | 36,937 | 73,875 | 147,750 | — | — | — | 1,184,940 | | Kirke Weaver | | (2) | — | 548,000 | 1,096,000 | — | — | — | — | — | — | — | | | 3/31/2025 | 2/3/2025(3) | — | — | — | — | — | — | 36,937 | — | — | 549,992 | | | 3/31/2025 | 2/3/2025(4) | — | — | — | — | — | — | — | 181,518 | 14.89 | 550,000 | | | 3/31/2025 | 2/3/2025(5) | — | — | — | 36,937 | 73,875 | 147,750 | — | — | — | 1,184,940 | | Kevin Ali | | (2) | — | 1,950,000 | 3,900,000 | — | — | — | — | — | — | — | | | | | | | 3,900,000 | | | | | | | | | | 3/31/2025 | 2/3/2025(3) | — | — | — | — | — | — | 218,267 | — | — | 3,249,995 | | | 3/31/2025 | 2/3/2025(4) | — | — | — | — | — | — | — | 1,072,607 | 14.89 | 3,249,999 | | | 3/31/2025 | 2/3/2025(5) | — | — | — | 218,267 | 436,534 | 873,068 | — | — | — | 7,001,994 |
2025 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 2025, 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 6 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. | | (2) These amounts represent threshold (for which no values are included because the Talent Committee has the authority to reduce awards to a $0 payout), target and maximum cash award levels set in 2025 under the 2025 AIP. For Mr. Morrissey, his AIP target was increased to 100% of base salary in connection with his appointment as interim CEO in October 2025. The target and maximum amounts were pro-rated based on the mid-year increase for 2025. The amount actually paid to each continuing NEO under the 2025 AIP is reported in the Non-Equity Incentive Plan Compensation column in the 2025 Summary Compensation Table on page 73. Mr. Ali did not receive any 2025 AIP payout due to his resignation. | | (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. Mr. Ali’s 2025 RSUs were forfeited in connection with his resignation. | | (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. Mr. Ali’s 2025 NQSOs were forfeited in connection with his resignation. | | (5) Represents PSUs granted to the NEOs in 2025. These PSUs are scheduled to vest on December 31, 2027, subject to the achievement of the applicable performance goals relating to free cash flow, relative TSR and cumulative constant currency revenue over the January 1, 2025 through December 31, 2027 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. Mr. Ali’s 2025 PSUs were forfeited in connection with his resignation. |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes outstanding option awards and unvested stock awards held by each NEO on December 31, 2025.
Outstanding Equity Awards at 2025 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) | | Joseph Morrissey | 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 | — | — | — | — | | | 5/4/2021 | | 83,764 | — | 36.11 | 5/3/2031 | — | — | — | — | | | 8/17/2021 | | 22,321 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022 | | 36,375 | — | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2023 | (3) | 55,979 | 27,990 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023 | (4) | — | — | — | — | 7,795 | 55,890 | — | — | | | | 3 | | | | | | | | | | | 3/29/2024 | (3) | 39,941 | 79,884 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (5) | — | — | — | — | — | — | 58,510 | 419,517 | | | 3/29/2024 | (4) | — | — | — | — | 19,504 | 139,844 | — | — | | | 3/31/2025 | (3) | — | 247,524 | 14.89 | 3/30/2035 | — | — | — | — | | | 3/31/2025 | (6) | — | — | — | — | — | — | 100,738 | 722,291 | | | 3/31/2025 | (4) | — | — | — | — | 50,369 | 361,146 | — | — | | | | . | | | | | | | | | | | 11/13/2025 | (4) | — | — | — | — | 131,233 | 940,941 | — | — | | Matthew Walsh | 5/4/2021 | | 193,302 | — | 36.11 | 5/3/2031 | — | — | — | — | | | | | | ` | | | | | | | | | 8/17/2021 | | 44,642 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022 | | 71,649 | — | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2023 | (3) | 86,513 | 43,257 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023 | (4) | — | — | — | — | 12,047 | 86,377 | — | — | | | 3/29/2024 | (3) | 61,728 | 123,457 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (5) | — | — | — | — | — | — | 90,425 | 648,347 | | | 3/29/2024 | (4) | — | — | — | — | 30,142 | 216,118 | — | — | | | 3/31/2025 | (3) | — | 317,656 | 14.89 | 3/30/2035 | — | — | — | — | | | 3/31/2025 | (6) | — | — | — | — | — | — | 129,281 | 926,945 | | | 3/31/2025 | (4) | — | — | — | — | 64,640 | 463,469 | — | — | | Juan Camilo Arjona Ferreira, M.D. | 11/7/2023 | (4) | — | — | — | — | 6,447 | 46,225 | — | — | | | 3/29/2024 | (3) | 36,310 | 72,622 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (5) | — | — | — | — | — | — | 53,191 | 381,379 | | | 3/29/2024 | (4) | — | — | — | — | 17,730 | 127,124 | — | — | | | 3/31/2025 | (3) | | 198,019 | 14.89 | 3/30/2035 | — | — | — | — | | | 3/31/2025 | (6) | — | — | — | — | — | — | 80,591 | 577,837 | | | 3/31/2025 | (4) | — | — | — | — | 40,295 | 288,915 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Executive Compensation
Outstanding Equity Awards at 2025 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) | | Rachel Stahler | 5/4/2021 | | 70,876 | — | 36.11 | 5/3/2031 | — | — | — | — | | | 8/17/2021 | | 22,321 | — | 35.38 | 8/16/2031 | — | — | — | — | | | 3/31/2022 | | 33,068 | — | 34.93 | 3/30/2032 | — | — | — | — | | | 3/31/2023 | (3) | 47,073 | 23,537 | 23.52 | 3/30/2033 | — | — | — | — | | | 3/31/2023 | (4) | — | — | — | — | 6,555 | 46,999 | — | — | | | 3/29/2024 | (3) | 33,587 | 67,175 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (5) | — | — | — | — | — | — | 49,202 | 352,778 | | | 3/29/2024 | (4) | — | — | — | — | 16,401 | 117,595 | — | — | | | 3/31/2025 | (3) | | 181,518 | 14.89 | 3/30/2035 | — | — | — | — | | | 3/31/2025 | (6) | — | — | — | — | — | — | 73,875 | 529,684 | | | 3/31/2025 | (4) | — | — | — | — | 36,937 | 264,838 | — | — | | 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 | — | — | — | — | | | 5/4/2021 | | 28,996 | — | 36.11 | 5/3/2031 | — | — | — | — | | | 3/31/2023 | (3) | 44,528 | 22,265 | 23.52 | 3/30/2033 | — | — | — | — | | | | | | 1 | | | | | | | | | 3/31/2023 | (4) | — | — | — | — | 6,201 | 44,461 | — | — | | | 3/29/2024 | (3) | 31,771 | 63,544 | 18.80 | 3/28/2034 | — | — | — | — | | | 3/29/2024 | (5) | — | — | — | — | — | — | 46,542 | 333,706 | | | 3/29/2024 | (4) | — | — | — | — | 15,514 | 111,235 | — | — | | | | 3 | | | | | | | | | | | 3/31/2025 | (3) | — | 181,518 | 14.89 | 3/28/2035 | — | — | — | — | | | 3/31/2025 | (6) | — | — | — | — | — | — | 73,875 | 529,684 | | | 3/31/2025 | (4) | — | — | — | — | 36,937 | 264,838 | — | — | | Kevin Ali(7) | 5/10/2016 | | 38,120 | — | 25.98 | 1/25/2026 | — | — | — | — | | | 5/5/2017 | | 72,063 | — | 30.40 | 1/25/2026 | — | — | — | — | | | 5/4/2018 | | 77,028 | — | 27.44 | 1/25/2026 | — | — | — | — | | | 5/3/2019 | | 59,413 | — | 38.01 | 1/25/2026 | — | — | — | — | | | 5/1/2020 | | 63,578 | — | 36.91 | 1/25/2026 | — | — | — | — | | | 5/4/2021 | | 515,471 | — | 36.11 | 1/25/2026 | — | — | — | — | | | 8/17/2021 | | 133,928 | — | 35.38 | 1/25/2026 | — | — | — | — | | | 3/31/2022 | | 198,412 | — | 34.93 | 1/25/2026 | — | — | — | — | | | 3/31/2023 | | 279,898 | — | 23.52 | 1/25/2026 | — | — | — | — | | | 3/29/2024 | | 199,709 | — | 18.80 | 1/25/2026 | — | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) The market value of shares or units of stock that have not vested reflects a stock price of $7.17, our closing stock price on December 31, 2025. | | (2) The PSU awards are reflected at target performance for the 2024 and 2025 PSUs based on the trending performance level achieved at fiscal year-end December 31, 2025. | | (3) This NQSO vests in three substantially equal annual installments on each of the first through third anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (4) These RSUs vest in three substantially equal annual installments on each of the first through third anniversaries of the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (5) These PSUs are scheduled to vest on December 31, 2026, subject to the achievement of the applicable performance goals relating to free cash flow, relative TSR and cumulative constant currency revenue over the January 1, 2024, through December 31, 2026 performance period. | | (6) These PSUs are scheduled to vest on December 31, 2027, subject to the achievement of the applicable performance goals relating to free cash flow, relative TSR and cumulative constant currency revenue over the January 1, 2025, through December 31, 2027 performance period. | | (7) Mr. Ali’s previously outstanding unvested RSUs and PSUs were forfeited in connection with his resignation. His vested NQSOs remained exercisable until January 25, 2026 pursuant to the terms of the award agreements. |
2025 Option Exercises and Stock Awards Vested Table
2025 Option Exercises and Stock Awards Vested Table The table below shows the aggregate number of shares of Organon common stock acquired during 2025 upon the vesting of RSU and PSU awards. None of the NEOs exercised any NQSOs during 2025.
2025 Option Exercises and Stock Awards Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Joseph Morrissey | 56,824 | 607,190 | | Matthew Walsh | 89,489 | 968,218 | | Juan Camilo Arjona Ferreira, M.D. | 26,830 | 321,913 | | Rachel Stahler | 48,052 | 515,389 | | Kirke Weaver | 49,487 | 557,846 | | Kevin Ali | 109,204 | 1,798,607 |
2025 Option Exercises and Stock Awards Vested Table
| (1) For all NEOs except Dr. Arjona Ferreira and Mr. Ali, includes the payout of their 2023 PSU awards for which the performance period ended on December 31, 2025, but were not settled until February 2026, following the Talent Committee's certification of the final achievement of the performance metrics in February 2026. | | (2) Includes accrued dividend equivalents that were paid in cash at the time of vesting. |
2025 Nonqualified Deferred Compensation Table
2025 Nonqualified Deferred Compensation Table
2025 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) | | Joseph Morrissey | — | 228,878 | 169,590 | | 1,090,170 | | Matthew Walsh | — | 227,715 | 166,630 | | 1,104,013 | | Juan Camilo Arjona Ferreira, M.D. | — | 118,956 | 21,865 | 4,106 | 187,297 | | Rachel Stahler | — | 109,424 | 65,521 | | 469,489 | | Kirke Weaver | — | 180,935 | 40,147 | | 627,978 | | Kevin Ali | — | 511,322 | 247,108 | | 2,167,168 |
2025 Nonqualified Deferred Compensation Table
| (1) These amounts are included in the “All Other Compensation” column in the 2025 Summary Compensation Table on page 73. The amounts reported in this column consist of crediting for company (i) matching contributions in 2025 and (ii) retirement contributions earned in 2025 (with payments made in early 2026 per applicable plan rules), that could not be made into the Organon U.S. 401(k) plan due to applicable IRS contribution limits. | | (2) The aggregate balance for each NEO includes the following amounts that were previously included as prior year compensation in the Summary Compensation Tables: (i) for Mr. Morrissey, $530,762, (ii) for Mr. Walsh, $573,769, (iii) for Dr. Arjona Ferreira, $49,469, (iv) for Mr. Weaver, $119,719, and (v) for Mr. Ali, $1,297,776. Mr. Weaver and Ms. Stahler were not previously reported as NEO in prior years and therefore has no amounts previously reported in the Summary Compensation Table. |
2025 Nonqualified Deferred Compensation Table
Narrative to 2025 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. Under the NQ Savings Plan, participants receive credits equal to the Company Executive Compensation contributions, consisting of employer matching contributions of up to 4.5% of participants’ eligible compensation and retirement contributions ranging between 4.5% and 10% of participants’ eligible compensation based on their age and service, that a participant would have received under Organon’s U.S. 401(k) plan but for the contribution and compensation limitations imposed by the Internal Revenue Code. Participants are generally permitted to choose from the mutual funds available for investment under Organon’s U.S. 401(k) plan for purposes of determining the imputed gains, and losses applicable to their NQ Savings Plan accounts. The NQ Savings Plan is unfunded. Participants may specify the timing of initiating the payment of their accounts by choosing either a specified payment date (up to 10 years) 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 10 years. With respect to each year’s contributions and imputed earnings, the participant may make a separate distribution election.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In connection with the spinoff, Organon adopted the Severance Plan. The Severance Plan provides payments and benefits to certain eligible members of Organon’s management team, including each of the NEOs, in the event of a termination of employment without cause (as defined in the Severance Plan). Payments and benefits under the Severance Plan are conditioned upon execution of a release of claims, which may contain restrictive covenants, and include (i) a lump sum cash payment in an amount equal to 1.0 times (or 2.0 times in the case of the CEO) the sum of the executive officer’s annual base salary and target annual cash incentive opportunity, (ii) with respect to a termination of employment that occurs between June 30th and December 31st of the calendar year, a pro-rata annual cash incentive payment based on the executive officer’s target incentive opportunity for the year of termination and (iii) subsidized medical and dental coverage (and continuation of basic life insurance coverage) for up to 12 months (or 24 months of medical and dental and 18 months of basic life insurance in the case of the Interim CEO); provided, that with respect to participants who were previously employed by Merck or any of its subsidiaries immediately prior to the spinoff, (A) the amount described in clause (i) will be no less than a certain number of weeks’ worth of base salary determined based on the participant’s number of years of continuous service with Merck and Organon as of the termination date and (B) if such participants have 20 or more complete years of continuous service with Merck and Organon, then they will be eligible to receive the subsidized medical and dental coverage described in clause (iii) for up to 78 weeks. The Severance Plan does not provide for any payments or benefits upon a termination for cause or any resignation of an eligible employee’s employment. Furthermore, severance payments and benefits are subject to forfeiture in the event an employee breaches any obligations of his or her terms and conditions of employment or makes any false or misleading statements about Organon or any of its affiliates or their products, officers or employees to competitors, customers, potential customers or to current employees or former employees. In addition to the Severance Plan, Organon also adopted the CIC Severance Plan. The CIC Severance Plan provides “double trigger” severance payments and benefits to eligible employees, including the executive officers, in the event of a termination of employment without cause or a resignation for good reason (each as defined in the CIC Severance Plan) during the two-year period following a change in control (as defined in the CIC Severance Plan). Payments and benefits under the CIC Severance Plan are conditioned upon execution of a release of claims and include (i) a lump sum cash payment in an amount equal to 2.0 times the sum of the executive officer’s annual base salary and target annual cash incentive opportunity, (ii) a pro-rata annual cash incentive payment based on the executive officer’s target incentive opportunity for the year of termination, and (iii) a lump sum cash payment intended to offset the costs of continued medical and dental coverage for up to 24 months. Under the terms of the Severance Plan and the CIC Severance Plan, if the payments and benefits to an NEO under the Severance Plan, CIC Severance Plan or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, but only if such reduction will result in the NEO receiving a higher net after-tax amount. Mr. Ali resigned as our Chief Executive Officer on October 26, 2025. In connection with such resignation, Mr. Ali was not entitled to receive a payout under the 2025 AIP or to any severance or equity-related retirement benefits. His unvested RSU and PSU awards were forfeited upon his resignation and his vested stock options remained exercisable until January 25, 2026 in accordance with the terms of such awards. 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, 2025. 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.
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 ($) | | Joseph Morrissey | Severance Pay | 4,000,000(2) | 4,000,000(5) | | | Pro-Rated Annual Incentive(3) | 1,000,000 | 1,000,000 | | | Welfare Benefits Continuation(4) | 53,080 | 59,806 | | Matthew Walsh | Severance Pay | 1,665,000(2) | 3,330,000(5) | | | Pro-Rated Annual Incentive(3) | 740,000 | 740,000 | | | Welfare Benefits Continuation(4) | 39,237 | 88,190 | | Juan Camilo Arjona Ferreira, M.D. | Severance Pay | 1,368,000(2) | 2,736,000(5) | | | Pro-Rated Annual Incentive(3) | 608,000 | 608,000 | | | Welfare Benefits Continuation(4) | 39,055 | 88,214 | | Rachel Stahler | Severance Pay | 1,287,000(2) | 2,574,000(5) | | | Pro-Rated Annual Incentive(3) | 572,000 | 572,000 | | | Welfare Benefits Continuation(4) | 37,457 | 83,384 | | Kirke Weaver | Severance Pay | 1,549,154(2) | 2,466,000(5) | | | Pro-Rated Annual Incentive(3) | 548,000 | 548,000 | | | Welfare Benefits Continuation(4) | 58,451 | 88,214 |
Potential Payments Upon Termination or Change in Control
| (1) Under the terms of the Severance Plan and the CIC Severance Plan, if the payments and benefits to an NEO under the Severance Plan, CIC Severance Plan or another plan, arrangement or agreement would subject the NEO to the excise tax imposed by Section 4999 of the Internal Revenue Code, then such payments will be reduced by the minimum amount necessary to avoid such excise tax, but only if such reduction will result in the NEO receiving a higher net after-tax amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits pursuant to the terms of the Severance Plan or the CIC Severance Plan. | | (2) This amount represents a cash payment in an amount equal to 2.0 times the sum of the executive officer’s annual base salary and target annual cash incentive opportunity for Mr. Morrissey. With respect to Mr. Walsh, Ms. Stahler, and Dr. Arjona Ferreira, this amount represents 1.0 times annual base salary and target annual incentive opportunity. With respect to Mr. Weaver, this amount represents 76 weeks’ base salary and target annual incentive opportunity. | | (3) Represents a pro-rata annual cash incentive payment based on the NEO’s target incentive opportunity for the year of termination. Amounts reported in this row have not been pro-rated, as this table assumes that the NEO’s employment was terminated on December 31, 2025. |
Potential Payments Upon Termination or Change in Control
Executive Compensation
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. Morrissey (except for his basic life insurance coverage, which is 18 months), 18 months for Mr. Weaver, and 12 months for Mr. Walsh, Ms. Stahler and Dr. Arjona Ferreira and (ii) with respect to a termination without cause or resignation for good reason within two years following a change in control, 24 months for all NEOs. | | (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. |
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, 2025.
Potential Payments Upon Termination or Change in Control
| Name | Type of Payment or Benefit | Involuntary Termination (not for poor performance)/ Termination Without Cause/Retirement ($)(1)(4) | Death/Disability ($)(1)(4) | Sale ($)(2)(4) | Involuntary Termination Following a Change in Control ($)(3)(4) | | Joseph Morrissey | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 400,137 | 400,137 | 519,767 | 1,216,894 | | | RSU Accelerated Vesting | 252,104 | 252,104 | 676,520 | 1,497,820 | | Matthew Walsh | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 576,227 | 576,227 | 761,111 | 1,689,750 | | | RSU Accelerated Vesting | 301,365 | 301,365 | 524,926 | 765,964 | | Juan Camilo Arjona Ferreira, M.D. | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 346,206 | 346,206 | 454,959 | 1,026,818 | | | RSU Accelerated Vesting | 182,331 | 182,331 | 420,325 | 544,855 | | Rachel Stahler | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 319,173 | 319,173 | 419,772 | 944,953 | | | RSU Accelerated Vesting | 167,181 | 167,181 | 289,878 | 429,433 | | Kirke Weaver | NQSO Accelerated Vesting | — | — | — | — | | | PSU Accelerated Vesting | 308,295 | 308,295 | 403,455 | 922,742 | | | RSU Accelerated Vesting | 161,773 | 161,773 | 279,020 | 420,535 |
Potential Payments Upon Termination or Change in Control
| (1) Under the terms of the applicable award agreements, upon the NEO’s involuntary termination (not for poor performance), termination without cause, retirement, death, or disability, a pro-rated portion of the NQSO, RSU, and PSU awards will vest based upon actual performance. With respect to the RSUs and PSUs granted to Mr. Morrissey in 2026 (which are not included in the table above), if such involuntary termination occurs after the appointment of a non-interim CEO and he is not appointed to such role, (i) his full RSU award will remain outstanding and be settled in accordance with its original vesting schedule, and (ii) his full PSU award will remain outstanding and eligible to vest based upon actual performance. | | (2) Under the terms of the applicable award agreements, upon a termination of the NEO’s employment following a sale of the subsidiary, division or joint venture of the entity by whom the NEO is employed, (i) the award will vest with respect to one-third of the shares subject to the award, in the case of a termination less than one year following the grant date, and (ii) the award will vest in full upon such termination of employment, in the case of a termination that occurs on or after the one-year anniversary of the grant date, in each case, based upon actual performance with respect to PSU awards. | | (3) Under the terms of the applicable award agreements, the award will fully vest upon an involuntary termination of the NEO’s employment prior to the second anniversary of the closing of a change in control. PSU awards are converted to time-based RSU awards upon a change in control, based on target performance. | | (4) Amounts in this table have been calculated based on a stock price of $7.17, our closing stock price on December 31, 2025. For PSU awards which vest based on actual performance, amounts reflect the trending performance level achieved as of December 31, 2025. |
CEO Pay Ratio
CEO Pay Ratio
Pay vs. Performance
Pay vs. Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation of our chief executive officer (“CEO” as used in the tables) and other named executive officers (“other NEOs”) and certain financial performance measures of Organon. For further information on Organon’s pay-for-performance philosophy and how executive compensation aligns with the Company’s performance, refer to the CD&A section of this proxy statement. Pay vs. Performance Table
Pay vs. Performance
| | | | | | Average Summary | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compen- sation Table Total for First CEO(1)(2) ($) | Summary Compen- sation Table Total for Second CEO(1)(2) ($) | Compen- sation Actually Paid for First CEO(1)(3) ($) | Compen- sation Actually Paid to Second CEO(1)(3) ($) | Compen- sation Table Total for Other NEOs(1)(2) ($) | Average Compen- sation Actually Paid to Other NEOs(1)(3) ($) | Total Share- holder Return(4) ($) | Peer Group Total Share- holder Return(4) ($) | Net Income ($M)(5) | Adjusted EBITDA ($M)(6) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,772,848 | 15,813,296 | 2,730,555 | (9,838,163) | 4,150,821 | 1,335,305 | 23.68 | 156.36 | 187 | 1,862 | | 2024 | | 17,117,424 | | 16,377,730 | 4,418,474 | 4,221,915 | 48.05 | 129.75 | 864 | 2,109 | | 2023 | | 14,832,272 | | (553,768) | 4,067,136 | 761,713 | 43.71 | 126.39 | 1,023 | 2,000 | | 2022 | | 13,532,980 | | 11,727,234 | 4,131,865 | 3,726,599 | 79.65 | 120.52 | 917 | 2,232 | | 2021 | | 18,550,737 | | 14,257,800 | 5,306,233 | 4,039,153 | 83.72 | 114.88 | 1,351 | 1,441 |
Pay vs. Performance
| (1) First CEO refers to Joseph Morrissey, our current Interim CEO, who became our Interim CEO on October 26, 2025. Second CEO refers to Kevin Ali who served as the Company’s CEO beginning in 2021 through October 26, 2025. The Company’s other NEOs for the applicable years were as follows: |
Pay vs. Performance
| Year | Other NEOs | | 2025 | Matthew Walsh, Juan Camilo Arjona Ferreira, M.D., Rachel Stahler, Kirke Weaver | | 2024 | Matthew Walsh, Susanne Fiedler, Joseph Morrissey, Juan Camilo Arjona Ferreira, M.D. | | 2023 | Matthew Walsh, Susanne Fiedler, Joseph Morrissey, Kirke Weaver, Sandra Milligan, M.D. | | 2022 | Matthew Walsh, Susanne Fiedler, Sandra Milligan, M.D., Joseph Morrissey | | 2021 | Matthew Walsh, Susanne Fiedler, Sandra Milligan, M.D., Deborah Telman |
Pay vs. Performance
| (2) The amounts reported in this column represent the (i) total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Ali, (ii) total compensation reported in the Summary Compensation Table for 2025 in the case of Mr. Morrissey, and (iii) average of the total compensation reported in the Summary Compensation Table for the applicable year for our other NEOs, as a group. | | (3) To calculate compensation actually paid (“CAP”), shown in columns (c) and (e), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Mr. Morrissey and Mr. Ali in 2025, and for the average of the other NEOs for 2025 is set forth in the following table. For prior year reconciliations, please refer to the Pay vs Performance section of our prior proxy statements. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year. |
Reconciliation from Summary Compensation Table to Compensation Actually Paid
Reconciliation from Summary Compensation Table to Compensation Actually Paid
Reconciliation from Summary Compensation Table to Compensation Actually Paid
| | First CEO(d) | Second CEO(d) | Other NEO Average(d) | | | 2025 | 2025 | 2025 | | Summary Compensation Table Total(a) | $5,772,848 | $15,813,296 | $4,150,821 | | Less: Reported Fair Value of Equity Awards(b) | $4,115,815 | $13,501,988 | $2,765,297 | | Add: Year-End Fair Value of Equity Awards Granted in the Year that were Outstanding and Unvested as of Year-End(c) | $2,391,567 | $— | $1,287,430 | | Add: Change in Fair Value (from Prior Year-End to Vesting Date) of Equity Awards Granted in Prior Years that Vested in the Year(c) | $(269,662) | $(98,848) | $(248,417) | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years(c) | $(1,081,636) | | $(1,120,235) | | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $33,253 | $(689,717) | $31,002 | | Less: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Faile to Meeting Vesting Conditions | $— | $11,360,906 | $— | | Compensation Actually Paid | $2,730,555 | $(9,838,163) | $1,335,305 |
Reconciliation from Summary Compensation Table to Compensation Actually Paid
| (a) Represents “Total Compensation” as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. | | (b) Represents the aggregate grant date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the indicated year. | | (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured starting with the date that Organon’s common stock became publicly traded in June 2021, and subsequently as of each vesting date and as of the end of the indicated fiscal year, as applicable. | | For options, a lattice valuation model was used to estimate the fair value as of the various measurement dates. For market-based restricted stock units, 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 March 31, 2022 and March 31, 2025 used an expected term between 6.75 – 7.84 years in 2025, 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 1.1% and 7.4% in 2025, as compared to a yield between 3.1% - 7.4% used to calculate the grant date fair value of the awards, (ii) for the 2023 performance awards that vest based on a Free Cash Flow metric and the 2024 and 2025 performance awards that vest based on a Cumulative Constant Currency Revenue metric, the PSU awards assumed a payout below target at the end of 2025 as compared to the grant date fair value calculations which assumed a payout at target, and (iii) for the 2024 and 2025 performance awards that vest based on a Free Cash Flow metric, the PSU awards assumed a payout above target at the end of 2025 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. | | (d) See footnote 1 above for details regarding the First CEO, Second CEO and other NEOs included in the average for the indicated year. |
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. | | (5) The dollar amounts reported represent the net income reflected in Organon’s audited financial statements for the applicable year. | | (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 the Company’s performance in 2025. See Appendix A of this proxy statement for a reconciliation of 2025 Adjusted EBITDA used for purposes of determining the AIP, a non-GAAP measure, to the most directly comparable GAAP measure. The 2025 Adjusted EBITDA reported within this table differs from the Adjusted EBITDA amount reported in our fiscal year end 2025 earnings release filed with the SEC on February 24, 2026, 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-spinoff period from June to December 2021. |
Reconciliation from Summary Compensation Table to Compensation Actually Paid
Pay vs. Performance
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 CEOs 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 CEOs 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 amounts reported above, both on an annual and cumulative basis, reflect the Talent Committee’s emphasis on “pay-for-performance”. CAP fluctuated year-over-year primarily as a result of changes in our stock performance, which affects the fair value of equity awards, and varying levels of achievement against pre-established performance goals. As described in greater detail in the CD&A, our executive compensation program is designed to align executive compensation with the achievement of our financial objectives and long-term shareholder value creation. Relationship Between CAP to CEOs and Average CAP to Other NEOs vs. Net Income and Adjusted EBITDA The following chart shows the relationship between CAP to our CEOs 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 CEOs 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-spinoff period in 2021 to a full year in 2022 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 CEOs 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.
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-spinoff period from June to December 2021. |
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 2025. Please see the CD&A (beginning on page 51) for a further description of these metrics and how they are used in the Company’s executive compensation program, including the AIP and 2025 PSUs: • Adjusted EBITDA • Constant Currency Revenue • Relative TSR
Description of the Amended and Restated 2021 ISP
| (1) Includes outstanding equity awards originally granted by Merck and converted into corresponding Organon equity awards in connection with the spinoff. Such converted awards reduced the number of shares available for future issuance under the 2025 A&R ISP. |