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Organon & Co.

For the period ended Jun 9, 2026. Filed Apr 24, 2026.

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About 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 9, 2026 · Filed Apr 24, 2026

OGN$13.87+0.6%Stored close · as of Nov 6, 2026
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Contents

Elements of 2025 Compensation Program

The following summarizes each of the principal elements of TTDC for our NEOs for 2025. TTDC is different than the total compensation reflected in the Summary Compensation Table disclosed on page 73 of this proxy statement (because, among other items, the Summary Compensation Table reflects the AIP actually earned for the year and the aggregate grant date accounting value of LTI equity compensation). As previously disclosed, in connection with its review of the executive compensation program and following no increases in TTDC in 2024 for any of our NEOs (except for Dr. Arjona Ferreira due to his promotion) the Talent Committee approved increases in TTDC for 2025 for the NEOs ranging from 10% to 20% (except for Mr. Morrissey due to his appointment as the Interim CEO in October 2025). These adjustments were intended to align with market practices and reflect each NEO's responsibilities and experience. Mr. Morrissey’s TTDC was also increased in October 2025 in connection with his appointment as Interim CEO. Dollar values disclosed below are in the thousands and percentages shown in the charts below have been rounded. Amounts reflect Base Salary and AIP Target as in effect as of December 31 of each year.

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.

Matthew Walsh, Executive Vice President and Chief Financial Officer

Base Salary · AIP Target · LTITarget · PSUs · RSUs · NQSOs · TTDC
2024$65080%$520$2,000$1,000$500$500$3,170
2025$76080%$608$2,400$1,200$600$600$3,768
YoY% Increase17%0%17%20%20%20%20%19%
Base Salary · AIP Target · LTITarget · PSUs · RSUs · NQSOs · TTDC
2025$71580%$572$2,200$1,100$550$550$3,487

Juan Camilo Arjona Ferreira, M.D., Executive Vice President, Head of Research & Development and Chief Medical Officer

Rachel Stahler, Executive Vice President and Chief Digital and Growth Officer*

* Ms. Stahler was not a Named Executive Officer in 2024.

Base Salary · AIP Target · LTITarget · PSUs · RSUs · NQSOs · TTDC
2024$65070%$455$1,750$875$438$438$2,855
2025$68580%$548$2,200$1,100$550$550$3,433
YoY% Increase5%14%20%26%26%26%26%20%
Base Salary* · AIP Target* · LTITarget · PSUs · RSUs · NQSOs · TTDC
2024$1,250150%$1,875$11,000$5,500$2,750$2,750$14,125
2025$1,300150%$1,950$13,000$6,500$3,250$3,250$16,250
YoY% Increase4%0%4%18%18%18%18%15%

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

Kevin Ali, Former Chief Executive Officer*

* Mr. Ali resigned as Chief Executive Officer and member of the Board effective October 26, 2025. In connection with such resignation, Mr. Ali did not receive a payout of his 2025 AIP and the LTI awards granted to him in March 2025 were forfeited.

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:

40% Revenue

40% Adjusted EBITDA

20% Organizational Health Priorities

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:

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