Not independent
Tenure on this board
5.0 yrs
Also a director at
Texas Instruments Inc (TXN)Solventum Corp (SOLV)
10 nominees · 4 ballot items.
Election of ten directors; Advisory approval of named executive officer compensation (say-on-pay); Approval of an amendment and restatement of the 2021 Incentive Stock Plan to add 8,000,000 shares; Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Election of ten director nominees to serve one-year terms until the 2027 annual meeting.
Non-binding advisory (say-on-pay) vote to approve the compensation of Organon’s named executive officers as disclosed in the proxy.
The vote asks shareholders to approve, on a non-binding advisory basis, the company’s compensation policies and payouts for named executive officers as detailed in the CD&A and compensation tables. Management seeks endorsement to confirm alignment between pay and performance; the Board recommends a FOR vote citing the program’s pay-for-performance design, governance controls (clawback, limits, stock ownership guidelines), and recent adjustments following shareholder engagement. The proposal is advisory only and does not bind the Board; however, the Talent Committee will consider results when making future compensation decisions. Context includes a 2025 AIP payout of 72% of target, 2023 PSUs paid at 58.01% of target, executive changes during 2025 including CEO resignation, and governance responses such as reductions of payouts for employees involved in sales practice issues. The Board argues the compensation suite supports retention and aligns incentives, while shareholders may weigh realized pay, pay vs performance metrics, and recent corporate governance events when voting.
Approve amendment to the 2021 Incentive Stock Plan to increase the share reserve by 8,000,000 shares.
Management requests shareholder approval to amend and restate the 2021 Incentive Stock Plan to increase the share reserve by 8,000,000 shares to a total of 50,800,000. The Talent Committee evaluated dilution metrics including a 3-year average burn rate of ~3.07% and current overhang of ~2.3%, which would increase to ~5.0% if approved. The rationale is to ensure sufficient runway to grant equity awards for recruitment, retention and performance alignment; management emphasizes prudent use of equity, ongoing oversight, and share-count governance. Shareholders should consider dilution impact, historical burn rate, the company’s equity award practices, and the context of recent executive compensation outcomes and corporate events. The plan includes standard provisions on amendments, successor assumption, minimum vesting, and limitations on counting shares and repricing without shareholder approval.
Ratify PwC as Organon’s independent registered public accounting firm for 2026.
The Audit Committee asks shareholders to ratify the appointment of PwC for 2026. The Committee evaluated PwC’s qualifications, independence, and historical performance since retention in 2019 and concluded continued retention is appropriate. Ratification is discretionary but considered best practice and provides shareholder input; fees for 2025 were $15.239 million across audit, audit-related, tax and other services. If shareholders do not ratify, the Audit Committee will reconsider the appointment. The proposal is routine and typically receives broad support; considerations include auditor tenure, fee levels, and non-audit services but the Audit Committee monitors independence and pre-approval procedures.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.46% | 22,220,787 | $133M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.32% | 21,846,036 | $131M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 11,737,018 | $70M |
| 4 | STATE STREET CORP | 3.79% | 9,956,774 | $60M |
| 5 | LSV ASSET MANAGEMENT | 2.76% | 7,259,730 | $43M |
| 6 | BlackRock, Inc. | 2.64% | 6,937,072 | $42M |
| 7 | MILLENNIUM MANAGEMENT LLC | 2.58% | 6,781,535 | $41M |
| 8 | KAHN BROTHERS GROUP INC | 2.11% | 5,536,993 | $33M |
| 9 | CANADA PENSION PLAN INVESTMENT BOARD | 1.91% | 5,011,100 | $30M |
| 10 | PRIVATE MANAGEMENT GROUP INC | 1.67% | 4,374,108 | $26M |
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