Alan Ezekowitz
Organon &About Alan Ezekowitz
Alan Ezekowitz, M.D., Ph.D., is an independent director of Organon & Co. (OGN), age 71, serving since 2021. He is an Advisory Partner at Third Rock Ventures and the former CEO/co-founder of Abide Therapeutics, with prior senior R&D leadership at Merck Research Laboratories; he trained in medicine at the University of Cape Town and earned his Ph.D. at Oxford, and held academic leadership roles at Harvard Medical School and Massachusetts General Hospital/Partners Healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Abide Therapeutics, Inc. | President & Chief Executive Officer | 2011–2019 | Led company to acquisition by H. Lundbeck A/S; built immunology/dermatology portfolio |
| Merck Research Laboratories | Senior Vice President; Franchise Head (Bone, Respiratory, Immunology, Inflammation, Endocrine, Dermatology) | 2006–2011 | Directed multi-therapy R&D franchises; deep pharma development expertise |
| Harvard Medical School | Charles Wilder Professor of Pediatrics; Head, Laboratory of Developmental Immunology | 1995–2006 | Academic leadership in developmental immunology |
| Massachusetts General Hospital / Partners Healthcare System | Chief of Pediatric Services; Director (Partners board) | 1999–2006; 2000–2006 | Health system leadership and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Rock Ventures, LLC | Advisory Partner | 2019–present | Early-stage biotech venture advisory |
| Cardinal Partners | Entrepreneur in Residence | 2011–present | Venture development support |
| Fidelity Select Biotechnology Portfolio | Advisor | Current | Investment advisory to biotech fund |
| H. Lundbeck A/S | Consultant | Current | Biopharma consulting; potential supplier/customer awareness needed |
| Fulcrum Therapeutics, Inc. | Director | 2016–present | Public company board service |
| Septerna, Inc. | Director | 2024–present | Board service; company labeled among public directorships in proxy |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Board determined Alan Ezekowitz is independent under NYSE Listing Standards; all standing committees are composed solely of independent directors . |
| Committee Assignments | Audit Committee (member); Portfolio Development Committee (member) . |
| Committee Chair Roles | None; Audit chaired by Shalini Sharp; PDC chaired by Philip Ozuah . |
| Committee Meetings & Attendance | Audit met 6 times in 2024; average attendance 100%. PDC met 2 times; average attendance 100% . |
| Board Meetings | Board met 6 times in 2024; all directors attended at least 75% of Board/committee meetings (one exception: Helene Gayle due to medical illness) . |
| Governance Practices | Majority voting, proxy access, no poison pill, robust risk oversight, independent Chair (Carrie Cox) . |
| Overboarding Controls | Policy limits public company boards; audit committee limits reviewed; Ms. Sharp exception approved; all nominees compliant . |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Non-employee director cash retainer . |
| Audit Committee Member Retainer | $10,000 | Member fee; included in cash total . |
| Total Fees Earned (Cash) | $130,000 | As reported for Dr. Ezekowitz . |
| Annual Equity Retainer (Deferred Stock Units) | $200,000 | Fully vested DSUs under Directors’ Deferral Plan . |
| Total Director Compensation (2024) | $330,000 | Cash + equity . |
| 2025 Program Changes | Equity retainer increased to $240,000; Chair cash retainer increased to $270,000 (non-employee director cash remains $120,000) . |
Performance Compensation
Directors receive cash retainers and fully vested deferred stock units; there are no performance metrics tied to director compensation. For context on Organon’s pay-for-performance design overseen by the Talent Committee (applies to executives, not directors):
| Plan | Metric | Weight/Design |
|---|---|---|
| Annual Incentive Plan (AIP) | Constant Currency Revenue | 40% . |
| AIP | Adjusted EBITDA | 40% . |
| AIP | Organizational Health Priorities | 20% . |
| Long-Term Incentive (LTI) PSUs | 3-Year Cumulative Free Cash Flow | 50%; subject to 2-Year Cumulative Adjusted EBITDA threshold . |
| LTI PSUs | 3-Year Cumulative Constant Currency Revenue | 25%; subject to EBITDA threshold . |
| LTI PSUs | 3-Year Relative TSR | 25% . |
| LTI Mix | PSUs 50%; RSUs 25%; NQSOs 25% | Alignment and at-risk design . |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Fulcrum Therapeutics, Inc. | Public | Director | Biopharma peer; monitor BD/transactions for conflicts; none disclosed in related party review . |
| Septerna, Inc. | Public (as categorized in proxy) | Director | Biotech; monitor for BD intersections; none disclosed . |
| H. Lundbeck A/S | Private/Public biopharma | Consultant | Potential commercial intersection; no related person transactions requiring disclosure since Jan 1, 2024 . |
Expertise & Qualifications
- Scientific/R&D leadership across immunology, dermatology, respiratory; prior SVP at Merck R&D and CEO of Abide Therapeutics .
- Academic medicine leadership (Harvard Medical School; MGH/Partners) and health system governance experience .
- Audit Committee member; Board determined all Audit members financially literate; audit committee financial experts designated (Leone, Sharp) .
- Global healthcare and public company board experience (Fulcrum Therapeutics; Septerna) .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Shares Beneficially Owned | Not disclosed/none listed | April 14, 2025 | Table shows blank for common shares for Dr. Ezekowitz (beneficial owners exercise sole voting/investment power unless noted) . |
| Stock Awards Currently Exercisable or Vesting within 60 Days | 38,721 | April 14, 2025 | Includes DSUs/phantom stock currently releasable; less than 1% of class . |
| DSUs Held (Fully Vested) | 38,010 | Dec 31, 2024 | For each current non-employee director other than Chair and Audit Chair specific counts . |
| Shares Outstanding (OGN) | 259,956,063 | April 14, 2025 | Reference for ownership % . |
| Ownership Guidelines | 5x annual cash retainer; within 5 years | Current | All directors have met or are on track to meet . |
| Hedging/Pledging | Prohibited for directors and specified key employees | Current | Per insider trading policy . |
| Section 16 Filings | No delinquent filings noted for directors generally (one late Form 4 for an executive due to admin error) | 2024 | Compliance oversight noted; no issues cited for Dr. Ezekowitz . |
Governance Assessment
- Independence and committee roles: Independent director serving on Audit and Portfolio Development Committees—both central to financial integrity, cybersecurity risk, R&D and BD oversight; average committee attendance 100% in 2024; Board met 6 times with at least 75% attendance across directors (one medical exception) .
- Compensation alignment: Director pay mix is balanced between cash and fully vested DSUs; 2024 compensation $130,000 cash and $200,000 DSUs; stock ownership guidelines at 5x cash retainer with directors on track—supports alignment with shareholders .
- Other roles and potential conflicts: External advisory/consultant roles (Fidelity biotech fund, H. Lundbeck) and public directorships (Fulcrum Therapeutics; Septerna) warrant monitoring, but no related person transactions requiring disclosure were identified since Jan 1, 2024 (Audit Committee-administered process) .
- Risk controls and investor signals: Strong governance framework (majority voting, proxy access, independent chair, no poison pill, shareholder engagement); 2024 say-on-pay support ~84% indicates investor endorsement of compensation design and oversight .
RED FLAGS
- None disclosed for related-party transactions, hedging/pledging, or delinquent insider filings related to Dr. Ezekowitz; board overboarding limits in place and audit committee expertise maintained .