Organon & Co.
For the period ended Jun 4, 2024. Filed Apr 25, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2024 · Filed Apr 25, 2024
Contents
Elements of 2023 Compensation Program
The following summarizes each of the principal elements of total target direct compensation (“TTDC”) for our NEOs for 2023. TTDC is comprised of annual base salary, target annual cash incentive (“AIP”) and target LTI equity compensation, and is different than the total compensation reflected in the Summary Compensation Table disclosed on page 66 of this proxy statement (because, among other items, the Summary Compensation Table reflects the AIP actually earned for the year and the accounting value of LTI equity compensation). Dollar values disclosed below are in the thousands and percentages shown in the charts below have been rounded. The following also reflects increases in each pay element relative to 2022 levels. No increases were made to any of our NEOs’ 2023 TTDC levels for our 2024 compensation program. See “2024 Executive Compensation Program” on page 64 for additional information.
Kevin Ali, Chief Executive Officer
| BaseSalary · AIP Target · LTITarget · PSUs · RSUs · NQSOs · TTDC | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | $1,225 | 125% | $1,531 | $9,000 | $4,500 | $2,250 | $2,250 | $11,756 |
| 2023 | $1,250 | 150% | $1,875 | $11,000 | $5,500 | $2,750 | $2,750 | $14,125 |
| YoY% Increase | 2% | 20% | 22% | 22% | 22% | 22% | 22% | 20% |
Matthew Walsh, Executive Vice President and Chief Financial Officer
| BaseSalary · AIP Target · LTITarget · PSUs · RSUs · NQSOs · TTDC | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | $857 | 80% | $686 | $3,250 | $1,625 | $813 | $813 | $4,793 |
| 2023 | $900 | 80% | $720 | $3,400 | $1,700 | $850 | $850 | $5,020 |
| YoY% Increase | 5% | 0% | 5% | 5% | 5% | 5% | 5% | 5% |
Compensation Discussion and Analysis
Susanne Fiedler, Executive Vice President and Chief Commercial Officer
| BaseSalary* · AIP Target* · LTI Target · PSUs · RSUs · NQSOs · TTDC | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | $692 | 80% | $554 | $2,000 | $1,000 | $500 | $500 | $3,246 |
| 2023 | $735 | 80% | $588 | $2,200 | $1,100 | $550 | $550 | $3,523 |
| YoY% Increase | 6%** | 0% | 6%** | 10% | 10% | 10% | 10% | 9% |
| * Ms. Fiedler’s base salary and AIP targets were denominated in Swiss francs and have been converted to U.S. dollars based on an exchange rate of CHF 1 = USD 1.0816 for 2022 and CHF 1 = USD 1.0969 for 2023. ** YoY % increases for Ms. Fielder’s base salary and AIP targets, prior to conversion into USD, were 5%. Joseph Morrissey, Executive Vice President and Head of Manufacturing and Supply | ||||||||
| BaseSalary · AIP Target · LTI Target · PSUs · RSUs · NQSOs · TTDC | ||||||||
| 2022 | $710 | 80% | $568 | $1,650 | $825 | $413 | $413 | $2,928 |
| 2023 | $750 | 80% | $600 | $2,200 | $1,100 | $550 | $550 | $3,550 |
| YoY% Increase | 6% | 0% | 6% | 33% | 33% | 33% | 33% | 21% |
| 57 | 2024 Proxy Statement |
Kirke Weaver, Executive Vice President, General Counsel and Corporate Secretary
| BaseSalary · AIP Target · LTI Target · PSUs · RSUs · NQSOs · TTDC | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023* | $650 | 70% | $455 | $1,750 | $875 | $438 | $438 | $2,855 |
| * | Mr. Weaver was appointed as an executive officer and promoted to General Counsel and Corporate Secretary in 2023. In connection with his appointment, the Talent Committee approved the above 2023 target compensation. |
Sandra Milligan, M.D., Former Executive Vice President and Head of Research and Development
| BaseSalary · AIP Target · LTI Target · PSUs · RSUs · NQSOs · TTDC | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | $750 | 80% | $600 | $2,500 | $1,250 | $625 | $625 | $3,850 |
| 2023 | $800 | 80% | $640 | $2,750 | $1,375 | $688 | $688 | $4,190 |
| YoY% Increase | 7% | 0% | 7% | 10% | 10% | 10% | 10% | 9% |
Base Salary
Base salaries were adjusted in early 2023, in consideration of the need to deliver a competitive level of base salary, while providing an appropriate mix of fixed to variable compensation for each NEO. The tables above set forth the 2023 annual base salary levels for each of our NEOs along with information regarding increases from 2022 levels. The base salaries for each of the NEOs were adjusted compared to the prior year to be further aligned with the competitive market and to reflect cost of living and/or individual proficiency in role, with a more significant increase for Mr. Weaver due to his promotion to General Counsel and Corporate Secretary during 2023.
Compensation Discussion and Analysis
Annual Cash Incentive
Each of the NEOs was designated as a participant in the 2023 AIP. AIP awards are earned based upon achievement of company performance measures set forth in a performance scorecard (the “Company Scorecard”). The tables above reflect each NEOs’ 2023 annual incentive target, as a percentage of base salary. The target annual incentive for Mr. Ali was increased from 125% of base salary in 2022 to 150% in 2023 to better align with the competitive market practices. Mr. Weaver’s AIP target was also increased compared to 2022 levels due to his promotion to General Counsel and Corporate Secretary during 2023.
Our Company Scorecard establishes a set of common financial andnon-financial (organizational health) goals for our NEOs and other AIP-eligible employees. The 2023 AIP Company Scorecard included the following metrics, weighted as indicated below:
40% Revenue
40% Adjusted EBITDA
20% Organizational Health Priorities
Our financial metrics — Revenue and Adjusted EBITDA — are equally weighted at 40% based on the Talent Committee’s belief that they are the key financial measures of our success during the year. The organizational health priorities are collectively weighted at 20% and are designed to focus management on making progress against critical management priorities to execute our long-term strategy.
The performance ranges and corresponding payout levels for Revenue and Adjusted EBITDA were established based on the Company’s Board-approved financial plan for 2023 and were intended to balance the reasonableness of the goals with an appropriate amount of stretch performance required to reach a maximum payout. Each financial component has a payout range of 25% to 200% from threshold to maximum performance. Failure to achieve threshold performance on any financial metric would result in forfeiture of the opportunity for that metric.
The Talent Committee has approved a framework that can be used to make adjustments to our GAAP reported revenue and EBITDA financial measures to arrive at thenon-GAAP Revenue and Adjusted EBITDA measures used for the purpose of our 2023 AIP. These adjustments were made to remove the impact of currency exchange rates and certain business development expenses, as further described below.
The 2023 Company Scorecard structure and results are as follows:
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.