Carrie S. Cox
Organon &About Carrie S. Cox
Independent Chairman of the Board at Organon (OGN); age 67; director since 2021. Former CEO of Humacyte and EVP/President of Global Pharmaceuticals at Schering‑Plough and Pharmacia; graduate of the Massachusetts College of Pharmacy. Current board roles include Chairman at Solventum Corporation and Cartesian Therapeutics, and director at Texas Instruments. She is independent under NYSE standards and leads Organon’s Board as non‑executive Chair, with committee service on Talent (Chair), ESG, and Portfolio Development (PDC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humacyte, Inc. | Chief Executive Officer; Chairman | CEO 2010–2018; Chair 2013–2019 | Led a regenerative medicine company prior to its public offering |
| Schering‑Plough | EVP; President, Global Pharmaceutical Business | 2003–2009 | Senior operator through merger with Merck |
| Pharmacia Corporation | President, Global Pharmaceutical Business | 1997–2003 | Led global pharma through Pharmacia’s merger with Pfizer |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Solventum Corporation | Chairman | 2024–present | Public company board chair |
| Cartesian Therapeutics, Inc. | Chairman | 2023–present | Public company board chair |
| Texas Instruments Inc. | Director | 2004–present | Long‑tenured independent director |
| Selecta Biosciences, Inc. | Chairman | 2019–2023 | Former chair (merged into Cartesian) |
| Cardinal Health Inc. | Director | 2009–2023 | Former director |
| Array BioPharma Inc. | Chairman | 2018–2019 | Former chair (acquired by Pfizer) |
| Celgene Corporation | Director | 2009–2019 | Former director (acquired by BMS) |
| electroCore, Inc. | Chairman | 2018–2020 | Former chair |
Board Governance
- Roles and committees: Independent Chairman of the Board; Chair of the Talent Committee; member of ESG and Portfolio Development (PDC) Committees .
- Independence: Board determined Ms. Cox and all directors other than the CEO are independent under NYSE standards; all standing committees are fully independent .
- Leadership structure: Separate Chair/CEO roles; Ms. Cox, as independent Chair, sets agendas, presides over Board and executive sessions, and provides guidance to the CEO .
- Attendance and engagement: Board met 6 times in 2024; independent directors held 6 executive sessions, presided over by Ms. Cox; all directors met the 75% attendance threshold except one director due to medical illness .
- Committee activity (2024): Audit (6 meetings; avg attendance 100%); Talent (5; 100%); ESG (5; 88% average); PDC (2; 100%) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash (Chairman retainer) | $250,000 | Chairman retainer includes the $120,000 non‑employee director cash retainer . |
| Equity (annual DSU grant) | $200,000 | Granted as fully vested deferred stock units under the Directors’ Deferral Plan . |
| Committee retainers | $0 | No added fee for Talent Chair due to Chairman status; audit membership retainer applies only to Audit members . |
| Total 2024 | $450,000 |
2025 program adjustments (effective Jan 1, 2025): Chairman cash retainer increased to $270,000; annual equity retainer increased to $240,000 .
Directors’ Deferral Plan highlights: DSUs are fully vested at grant; credited annually at election/re‑election; distributions are in cash, timing per director election, no earlier than six months after end of service .
Performance Compensation
| Metric | Weighting | Payout Curve | Notes |
|---|---|---|---|
| Not applicable for non‑employee directors | — | — | Organon’s non‑employee director equity consists of fully vested DSUs; no performance‑conditioned director pay . |
Other Directorships & Interlocks
- Public company board service limit: Organon policy limits directors to at most four public boards (including Organon); the ESG Committee assessed time commitments and found each nominee compliant .
- Related‑party transactions: Audit Committee determined there were no related‑person transactions requiring disclosure since Jan 1, 2024 .
- Committee interlocks: No compensation committee interlocks or insider participation for the Talent Committee in 2024 .
Expertise & Qualifications
- Senior operator with multi‑decade pharma P&L and commercialization leadership (Pharmacia, Schering‑Plough); former biotech CEO (Humacyte) .
- Extensive governance experience as public company chair/director across biopharma, medical technology, and semiconductors .
- Education: Massachusetts College of Pharmacy .
Equity Ownership
| Item | Amount | As‑of | Notes |
|---|---|---|---|
| Shares of common stock | Not disclosed as owned | Apr 14, 2025 | Proxy does not list common shares held for Ms. Cox in the “Shares Beneficially Owned” column . |
| Stock awards currently exercisable/vesting ≤60 days | 50,026 units | Apr 14, 2025 | Reflects equity awards counted for beneficial ownership under SEC rules . |
| DSUs held (fully vested) | 49,107 units | Dec 31, 2024 | From Director Compensation footnote (grant date fair value basis) . |
| Ownership % of class | <1% | Apr 14, 2025 | Asterisk denotes less than 1% . |
| Stock ownership guideline | 5x annual cash retainer within 5 years | Policy | DSUs count toward guideline; all directors have met or are on track . |
| Hedging/pledging | Prohibited for directors | Policy | Included in insider trading policy . |
| Clawback | Robust clawback policy beyond minimum legal requirements | Policy | Applies to incentive compensation; double‑trigger vesting on CIC . |
Governance Assessment
- Strengths: Independent Chair with deep pharma operating and deal experience; clear separation of Chair/CEO; strong committee leadership (Talent Chair) with independent consultant (Korn Ferry); robust policies (clawback; anti‑hedging/pledging); active shareholder engagement; say‑on‑pay support of approximately 84% in 2024 indicates constructive investor alignment .
- Independence and conflicts: Board confirms independence; no related‑party transactions requiring disclosure since Jan 1, 2024 .
- Workload/overboarding monitoring: Ms. Cox serves on three other public boards (two as Chair) in addition to Organon. This is at the company’s policy limit; the Board reviewed time commitments and deemed all nominees compliant, but investors commonly monitor multi‑chair workloads for potential capacity risks .
- Attendance/engagement: Meets attendance expectations; presided over six independent‑director executive sessions, supporting independent oversight .
- Director pay alignment: Mix emphasizes equity via DSUs and meaningful stock ownership guidelines (5× cash retainer), supporting alignment; director equity is not performance‑conditioned, consistent with common governance practice .