Organon & Co.

As a company committed to a vision of a better and healthier every day for every woman, our Board values gender representation in its membership, with nearly 65% of our director nominees identifying as female.

Organon is committed to fostering a workplace culture of belonging. Our Board exemplifies this commitment, with members representing diverse backgrounds, experiences, and perspectives. Currently, 55% of our director nominees identify as white, while 45% identify as racially or ethnically diverse.

Organon’s Principles of Corporate Governance require that a substantial majority of the Board be made up of independent directors. The Board has determined that each of Organon’s director nominees, with the exception of our CEO, Kevin Ali, is independent under the NYSE Listing Standards.

Average Age of Director Nominees

The average age of our director nominees is 65.6 years, with ages ranging from 50 to 77 years old. The median age is 64 years.

Shareholder Recommendations of Director Candidates

The ESG Committee will consider recommendations for director candidates made by shareholders and will evaluate those individuals using the same criteria applied to other candidates. Shareholder recommendations must be sent to the Office of Corporate Secretary, 30 Hudson Street, Floor 33, Jersey City, New Jersey 07302, and must include detailed background information regarding the recommended candidate that demonstrates how that candidate meets the Board membership criteria. Shareholders may make recommendations at any time within the timeframe specified for shareholder nominations of directors under the advance notice provisions in our Bylaws.

Candidates are evaluated initially based on materials submitted by them or on their behalf. If a proposed or recommended candidate continues to be of interest to the ESG Committee, the ESG Committee obtains additional information through inquiries to various sources and, if warranted, interviews the candidate.