Organon & Co. OGN

46% shingled-prose overlap between the two filings.

2025: 199,989 chars · 2026: 199,989 chars

• Pay Ratio (Item 402(u)):24% overlap (2,227 → 2,281 chars)

• changedPage TableofContentsPage 51 52Executive Summary 54 How Compensation Decisions Are Made 52 2024PerformanceHighlights53Our Named Executive Officers 57 NEO Realized Compensation 52 53Compensation Philosophy, Policies and Practices 58 Elements of 2025 Compensation Program 53 54Executive Compensation Practices 62 2025 Company Scorecard 54 Overview of Pay Elements 72 55HowCompensationDecisionsAreMade58Elementsof2024CompensationProgram612024CompanyScorecard70Talent Committee Report
• changedThis Compensation Discussion and Analysis (“CD&A”) CD&Aexplains the form typeand amount of compensation provided to Organon’s NEOs in 2025, 2024,as well as the principles and processes that the Talent Committee hasestablished and followed followsin determining NEO compensation for the year. compensation.
• changedFor 2025, 2024,our executive compensation program consisted primarily of base salary, Annual Incentive Plan (“AIP”), AIP,and long-term incentive (“LTI”) equity awards.
• newOur compensation program is designed to align the NEOs’ pay with our performance and the long-term creation of shareholder value.
• newIn furtherance of such goals, the majority of our NEOs’ pay is at-risk and tied to the Company’s achievement of pre-determined performance metrics.
• newPay outcomes for 2025 were consistent with this approach and reflected alignment with our financial and operational performance as well as our shareholders’ experience.
• newAdjusted revenue for 2025 AIP was $6.0 billion and adjusted EBITDA for 2025 AIP was $1.9 billion.
• newThese financial results (see page 62 for AIP adjustments), together with performance against our non-financial organizational priorities, resulted in a 2025 AIP payout of 72% of target.
• newHowever, as described further under “Compensation Actions to Promote Accountability”, following our Audit Committee’s investigation into our sales practices for wholesalers, the Talent Committee exercised negative discretion to reduce final AIP payouts for certain employees subject to the investigation by amounts ranging from 25% to 50% of target.
• newThese employees did not include any of our currently employed NEOs (“continuing NEOs”).
• newIn addition, our 2023 performance share unit (“PSU”) awards, earned based on three-year cumulative free cash flow (weighted 70%) and three-year relative TSR (weighted 30%), paid out at 58.01% of target shares, with below target performance on the free cash flow component and no payout earned for the relative TSR component.
• newThe following chart illustrates target PSU award opportunities for our NEOs, except for Dr. Arjona Ferreira (who did not become an executive officer until 2024 and therefore did not receive such award) and Mr. Ali (whose award was forfeited in connection with his resignation), and the shares and values ultimately earned based on Company performance:
• new2023 PSU Performance and Payout
• newNEO Target Shares (100%) Target Award Value ($) Earned Shares* (58.01%) EarnedValue** ($) Earned Value as a Percentage of Target Award Value Joseph Morrissey 47,516 1,100,000 27,564 197,634 18% Matthew Walsh 73,434 1,700,000 42,599 305,435 18% Rachel Stahler 39,956 925,000 23,178 166,186 18% Kirke Weaver 37,796 875,000 21,925 157,202 18%
• new* Shares earned reflect results for the 2023-2025 PSU performance period, which were settled in February 2026, following the Talent Committee’s certification of the final achievement in February 2026.
• new** Measured at the end of the performance period based on a stock price of $7.17, our closing stock price on December 31, 2025.
• new51
• changedFor 2025, 2024,our NEOs were:
• changedName Title Joseph Morrissey* Interim KevinAliChief Executive Officer Matthew Walsh Executive Vice President and Chief Financial Officer Juan Camilo Arjona Ferreira, M.D.
• newExecutive Vice President, Head of Research & Development and Chief Medical Officer Rachel Stahler Executive Vice President and Chief Digital and Growth Officer Kirke Weaver Executive Vice President, General Counsel and Corporate Secretary Kevin Ali* Former Chief Executive Officer
• new* Effective October 26, 2025, Mr. Ali resigned as Organon’s Chief Executive Officer and as a member of the Company's Board of Directors, and Joseph Morrissey was appointed Interim Chief Executive Officer.
• newMr. Ali was not entitled to a 2025 AIP payout or to any severance or equity-related retirement benefits in connection with his resignation.
• changedWe believe in providing a market-competitive target compensation opportunity for toour executives, delivered through a mix of base salary, short-term and long-term incentives.
• changedOur LTI mix is designed to balance risk with the potential for capital accumulation to align with shareholder interests, through a combination of non-qualified stock options (“NQSOs”), time-based restricted stock units (“RSUs”) and PSUs. performanceshareunits(“PSUs”).
• changedA meaningful portion of each NEOs’ NEO'spay is at-risk, with more than 60% of our currently employed NEOs’ target compensation tied to performance-based incentives (consisting of compensation allocated to the AIP, PSUs, and NQSOs).
• newSuch design is intended to tie NEOs’ compensation to Company performance and only reward for achievement of key performance goals.
• changedSee page 58 for more details about our 2025 2024elements of compensation.
• newCompensation Actions to Promote Accountability
• newOn October 26, 2025, Mr. Ali resigned as our Chief Executive Officer following an investigation by the Audit Committee regarding the Company’s sales practices for wholesalers.
• newIn connection with such resignation, Mr. Ali was not entitled to receive a payout under the 2025 AIP or to any severance or equity-related retirement benefits.
• newIn addition, certain employees involved in the sales practices for wholesalers were terminated or subject to other disciplinary action in connection with the investigation.
• newFurther, following our Audit Committee’s investigation, the Talent Committee considered a number of actions to promote employee and executive officer accountability.
• newThe design and risk management features of our executive compensation program provided the Talent Committee with the discretion to reduce AIP awards.
• newIn light of the findings of the investigation and the Company’s overall performance during 2025, the Talent Committee reviewed certain actions previously taken by management with respect to certain employees involved in our sales practices for wholesalers and determined to ratify those actions.
• newFollowing this review and ratification, the Talent Committee determined to exercise its negative discretion to reduce AIP payouts for certain employees by amounts ranging from 25% to 50% to reflect those employees’ accountability for the overall operation of our Company.
• newSuch actions had meaningful consequences for such employees (which did not include any of our continuing NEOs) and reinforce our culture of tying compensation to overall Company performance.
• newAs described further under “2025 Annual Incentive Payouts,” each continuing NEO received payment of the 2025 AIP at 72% of target, based on actual 2025 Company Scorecard results.
• changedWe Do ✓ Benchmark compensation levels using an established peer group ✓ Provide target compensation opportunities generally commensurate with the median of our peer group, with actual targetcompensation amounts varying based on individual NEOs’ circumstances (primarily proficiency in role) ✓ Impose maximum limits on payouts on short- and long-term incentives ✓ Utilize an independent compensation consultant that reports directly to the Talent Committee ✓ Require executive officers to retain a portion of vested equity awards until stock ownership guidelines are met ✓ Maintain robust clawback policies that go beyond minimum legal requirements and allow us to seek reimbursement of incentive compensation (includingtime-basedequityawards)under certain circumstances ✓ Require double-trigger vesting of equity awards in the event of a change in control We Don’t ✗ Provide change in control tax gross-ups ✗ Offer excessive severance benefits ✗ Guarantee bonus payments ✗ Pay dividends or dividend equivalents on unearned RSUs or PSUs ✗ Allow repricing of underwater stock options under our long-term incentive plan without shareholder approval ✗ Allow hedging, pledging or short sales of our securities by directors or specified key employees, including each of our Section 16 officers
• changedThis table identifies and describes the primary elements of the 2025 2024executive compensation program for our NEOs.
• changedFor a more detailed discussion, see the “Elements of 2025 2024Compensation Program” section on page 58.
• changedPayElement Form and Performance Metric Objective Base Salary Fixed amount of cash payment Attract and retain NEOs by offering competitive base pay salariesbased on market practices and the eachNEO’s individual position, responsibilities, proficiency and performance AIP Cash payment which varies based on achievement of: · ConstantCurrentRevenue (40%) · Adjusted EBITDA (40%)· Organizational Health Priorities (20%) Emphasize and reward the achievement of critical annual financial and strategic objectives LTI 50% PSUs which vest based on the achievement of: · Three-Year Cumulative Free Cash Flow (50%), and· (50%),·Three-Year Cumulative Constant Currency Revenue (25%) With a Two-Year Cumulative Adjusted EBITDA threshold required for any payout on these two components, and · Three-Year Relative TSR (25%)25% RSUs, the value of which depend on our stock price performance 25% NQSOs, which are only valuable if our stock price increases following the grant date Motivate and reward the achievement of long-term financial goals and the delivery sustained shareholder valueAlign the interests of our NEOs with shareholders to incentivize the creation of long-termshareholder value
• changedShareholder Engagement and Results of 2025 2024Say on Pay Vote
• changedWe have established a robust shareholder outreach program, allowing our shareholders to discuss a variety of topics with us, including executive compensation (see page 27 28for more details about our shareholder engagement program).
• newWe value the ongoing feedback that we receive from our shareholders on executive compensation matters, including the feedback reflected in our annual say-on-pay votes.
• changedAt the 2025 2024Annual Shareholder Meeting, approximately 78% 84%of the say-on-pay votes cast were in favor of our NEOs’ compensation.
• newThe Talent Committee took the results of the Company’s advisory vote on say-on-pay seriously and sought our shareholders’ perspectives about specific areas of concern and potential improvements.
• newWe strive to continuously improve our compensation programs to drive strong alignment with Company performance and
• newwith our shareholders’ expectations.
• newFollowing the 2025 Annual Shareholder Meeting, we engaged in robust shareholder outreach, as described under the “Shareholder Engagement” section on page 27.
• newThe Talent Committee considered the perspectives received in evaluating and developing the executive compensation program changes described in the “2026 Executive Compensation Program Updates” section on page 68.
• changedIn the last quarter of each year, the Talent Committee typically reviews and discusses the Board’s evaluation of the CEO’s CEOperformance and makes preliminary recommendations for his base salary, annual incentive and LTI equity compensation for the following year.
• newFor Mr. Morrissey, his 2025 compensation as Interim Chief Executive Officer was established in connection with his appointment in October 2025.
• changedThe Chair Chairmanof the Talent Committee discusses the committee’s thoserecommendations with the independent Directors of the Board for their approval.
• changedRole of the Chief Executive Officer and Executive Chair
• changedThe CEO generally reviews and discusses the performance and proficiency of each executive officer (excluding himself and the Executive Chair) himself)and provides the Talent Committee with compensation recommendations considering the market insights provided by Korn Ferry, the committee's independent compensation consultant (as described below).
• newThe Executive Chair provides input to the Talent Committee regarding the CEO’s performance and leadership, and the Talent Committee considers market insights provided by Korn Ferry in reviewing the CEO’s compensation.
• changedThe Talent Committee approves all compensation changes for our executive officers and recommends the compensation of our Executive Chair and CEO to the independent Directors of the Board.
• newNeither the CEO nor the Executive Chair participates in deliberations or decisions regarding his or her own compensation.
• changedIn 2025, 2024,the Talent Committee continued to retain Korn Ferry as its independent compensation consultant.
• changedWith respect to 2025 2024compensation decisions, Korn Ferry advised the Talent Committee on the design of the 2025 2024compensation program, market trends and regulatory developments with respect to executive compensation.
• changedIn addition to the services provided to the Talent Committee, Korn Ferry provided consulting services to Organon in support of its executive search, assessment and leadership development, performanceand international compensation data talentmanagementstrategiesin 2025. 2024.
• changedFees paid to Korn Ferry for 2025 2024services included (i) $200,000 $190,000for executive and director compensation consulting services, and (ii) $196,825 $221,437for such other consulting services.
• changedThe decision to engage Korn Ferry for such additional consulting consulting,services was recommended by management, and the Talent Committee approved such engagement.
• changedDuring 2025, 2024,Frederic W.
• newFW Cook did not attend any meetings or recommend the amount or form of executive compensation to the Talent Committee during 2025.
• changedThe Compensation Peer Group is composed of a robust set of healthcare companies with comparable business characteristics, models and revenue for the purpose purposesof reviewing compensation.
• changedIn selecting companies for the Compensation Peer Group, the Talent Committee considered companies that met one or more of the following selection criteria based on the recommendations of Korn Ferry:
• changed· Similar size in terms of revenue and cost characteristics (revenues 0.5x to 3.0x Organon's revenue, low R&D expense, and stable profit margins); Member of the healthcare industry, with a focus on: Pharmaceuticals; Biotechnology and Life Science; Healthcare Technology; Healthcare Services; or andHealthcare Equipment and Supplies; and
• changedBased on the above selection criteria and considering the recommendations of Korn Ferry, the Talent Committee used approvedthe following peer companies usedto inform its 2025 evaluate2024compensation decisions:
• changed2025 2024Compensation Peer Group Agilent Technologies, Inc. Edwards Lifesciences Corporation Perrigo Company plc Avantor, Catalent,Inc. Elanco Animal Health Incorporated Regeneron Pharmaceuticals, Inc. Bausch Health Companies Inc. Hologic, Avantor,Inc. EdwardsLifesciencesCorporationRevvity, Inc.(formerly PerkinElmer Inc.) Baxter International BauschHealthCompaniesInc. Incyte Corporation ElancoAnimalHealthIncorporatedVertex Pharmaceuticals Incorporated Biogen BaxterInternationalInc. Intuitive Surgical, Hologic,Inc. Viatris Inc. Boston Scientific Corporation IQVIA Holdings Becton,DickinsonandCompanyIntuitiveSurgical,Inc. Zoetis Inc. Catalent, BiogenInc. Jazz Pharmaceutical IQVIAHoldingsInc.BostonScientificCorporationPerrigoCompanyPlc
• newThe Talent Committee regularly reviews the Compensation Peer Group to reinforce alignment with Organon's size while maintaining a stable number of companies in our peer group.
• newBelow is a brief history of recent changes:
• changed· 2023: In2023,Danaher Corporation was removed from our 2024 Compensation Peer Group due to its larger revenue size relative to Organon.
• changed· 2024: In2024,Becton, Dickinson and Company was removed from our 2025 Compensation Peer Group, and Jazz Pharmaceuticals Plc and Incyte Corporation were added to furtherrecalibrate the median revenue size of the peer group for better alignment with Organon's size. sizewhilemaintainingastablenumberofcompaniesinourpeergroup.
• new· 2025: Catalent, Inc. was removed from our 2026 Compensation Peer Group following its acquisition by Novo Holdings A/S.
• newOther factors that may influence the amount of
• changedOtherfactorsthatmayinfluencetheamountoftargeted compensation awarded may include market competition for a particular position, an individual’s possession of a unique skill or knowledge set, proven leadership capabilities, or experience.
• changedThis peer group has historically consisted iscomprisedof the constituent companies of the NYSE Arca Pharmaceutical Index (subject to adjustment as necessary during the performance period).
• newIn 2026, the Talent Committee reviewed the constituent companies of the NYSE Arca Pharmaceutical Index and determined that for our 2026 PSUs, the S&P Composite 1500 Healthcare Index would serve as a more appropriate comparator going forward to evaluate the relative TSR performance.
• changedThe Talentcommittee chosethisindexbecauseitbelieves that using acomparatorgroupthatisbasedona broader and more balanced set of industry peers, regardless of size, will better reflect representthe evolution of our business over time.

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