ORGANON (OGN)
Sector: Health Care
2026 Annual Meeting Analysis
ORGANON · Meeting: June 9, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Ten Directors Named in the Accompanying Proxy Statement
Against Analysis
Ms. Cox has served as a director since 2021, giving her tenure that fully overlaps the 3-year underperformance period; OGN's 3-year total return is -45.4% versus the compensation peer group median of -5.8%, a gap of -39.6 percentage points that exceeds the 20-point threshold for companies with negative absolute 3-year returns, and the 5-year check does not provide a mitigant because OGN's 5-year return of -58.5% versus the peer median of -12.9% also exceeds the 20-point threshold, confirming sustained underperformance rather than a temporary dip.
Mr. Essner has served since 2021, fully overlapping the underperformance period; OGN's 3-year return of -45.4% trails the peer group median by 39.6 percentage points, well above the 20-point trigger for companies with negative absolute 3-year returns, and the 5-year check confirms sustained underperformance, so no mitigant applies.
Dr. Ezekowitz has served since 2021, fully overlapping the underperformance period; the same 39.6-percentage-point peer gap applies, exceeding the 20-point trigger, and the 5-year check does not mitigate because sustained long-term underperformance is confirmed.
Dr. Gayle has served since 2021, fully overlapping the underperformance period; the 39.6-percentage-point peer gap exceeds the 20-point trigger for negative absolute 3-year TSR, and the 5-year check confirms sustained underperformance with no mitigant.
Ms. Lazarus has served since 2021, fully overlapping the underperformance period; the 39.6-percentage-point peer gap exceeds the 20-point trigger for negative absolute 3-year TSR, and the 5-year check confirms sustained underperformance with no mitigant.
Ms. Leone has served since 2021, fully overlapping the underperformance period; the 39.6-percentage-point peer gap exceeds the 20-point trigger for negative absolute 3-year TSR, and the 5-year check confirms sustained underperformance with no mitigant.
Dr. Ozuah has served since 2021, fully overlapping the underperformance period and triggering the TSR test; additionally, as a sitting CEO of Montefiore Medicine (a large health system), he serves on the OGN board plus The Cigna Group, which constitutes 2 outside public company board seats for a sitting CEO — exceeding the 1 permitted outside seat under the overboarding policy — making an AGAINST vote warranted on two independent grounds.
Ms. Patton has served since 2021, fully overlapping the underperformance period; the 39.6-percentage-point peer gap exceeds the 20-point trigger for negative absolute 3-year TSR, and the 5-year check confirms sustained underperformance with no mitigant.
Ms. Sharp has served since 2021, fully overlapping the underperformance period; the 39.6-percentage-point peer gap exceeds the 20-point trigger for negative absolute 3-year TSR, and the 5-year check confirms sustained underperformance with no mitigant; while she serves on four public audit committees, the board has disclosed a specific rationale for this arrangement, so overboarding is not an additional trigger.
For Analysis
Ms. Sequeira joined the board in July 2025, giving her less than 24 months of tenure, which means she is fully exempt from the TSR underperformance trigger under the policy; she brings relevant pharmaceutical commercialization experience from Takeda and Eli Lilly, and no other disqualifying factors are present.
Nine of the ten director nominees have served since the company's 2021 spinoff, fully overlapping a period in which OGN's stock lost about 45% of its value while the compensation peer group median was roughly flat, a gap of nearly 40 percentage points that exceeds the policy's 20-point trigger for companies with negative absolute 3-year returns; the 5-year record confirms the underperformance is sustained rather than temporary, so AGAINST votes are warranted for all nine long-tenured directors; only Ramona Sequeira, who joined in July 2025 and is exempt from the TSR trigger as a new director, receives a FOR vote.
Say on Pay
✓ FORCEO
Joseph Morrissey
Total Comp
$5,772,848
Prior Support
78%%
The CEO's total reported pay of approximately $5.8 million is reasonable for an Interim CEO at a healthcare company with roughly $2.9 billion in market capitalization, and does not appear to exceed the benchmark threshold for the role and market cap band. The pay program structure is sound: more than 60% of target compensation for continuing executives is variable and tied to performance, including performance stock awards that paid out at only 58% of target for the 2023-2025 cycle due to below-target free cash flow and zero payout on the relative stock performance component — demonstrating that the incentive plan actually penalized executives for the same underperformance that harms shareholders. Prior year say-on-pay support was 78%, above the 70% threshold that would require a No vote, and the company has a robust clawback policy and took concrete disciplinary action (including forfeiture of the departing CEO's bonus and equity) in connection with the 2025 wholesaler sales practices investigation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
7 yrs
Audit Fees
$14,055,000
Non-Audit Fees
$1,184,000
Non-audit fees (audit-related fees of $355,000 plus tax fees of $827,000 plus other fees of $2,000, totaling approximately $1.184 million) represent about 8.4% of audit fees ($14.055 million), well below the 50% threshold; PwC has served since 2019 (approximately 7 years), far below the 25-year tenure threshold; PwC is a Big 4 firm appropriate for a company of OGN's size and complexity; no material restatements attributable to audit failure were identified.
Overall Assessment
The 2026 Organon annual meeting presents four voted proposals; the most significant governance concern is the board's sustained stock performance record — OGN has lost roughly 45% of its value over three years while the compensation peer group was essentially flat, a gap large enough to trigger AGAINST votes for nine of the ten director nominees under the TSR underperformance policy. The say-on-pay and auditor ratification proposals both pass their respective policy screens, as the pay program shows genuine pay-for-performance alignment and PwC's fee structure raises no independence concerns.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing