Cynthia M. Patton
Organon &About Cynthia M. Patton
Independent director (since 2021), age 63, serving on Organon’s Audit Committee. Patton is General Counsel and Corporate Secretary at Tessera Therapeutics (since 2023), formerly General Counsel of Verily Life Sciences (2020–2023) and Senior Vice President, Chief Compliance Officer at Amgen (2012–2020); she holds a B.A. from Vassar College and a J.D. from George Washington University Law School . The Board has affirmatively determined she is independent under NYSE listing standards; Audit and Talent Committees meet heightened independence criteria, which the Board states she meets .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tessera Therapeutics | General Counsel & Corporate Secretary | 2023–present | Biotechnology company |
| Verily Life Sciences (Alphabet) | General Counsel & Secretary | 2020–2023 | Healthtech subsidiary focused on life sciences |
| Amgen Inc. | SVP, Chief Compliance Officer | 2012–2020 | Chaired Amgen Foundation |
| SCAN Health Plan | General Counsel | Prior to Amgen (years not stated) | Medicare Advantage plan |
External Roles
| Organization | Role | Tenure/Status | Committee/Impact |
|---|---|---|---|
| NAACP Legal Defense Fund | Director | Current | Governance and civil rights oversight |
| Ethics and Compliance Initiative | Director | Current | Corporate ethics program oversight |
| Vassar College | Board of Trustees | Current | Higher-ed governance |
| NALP Foundation for Law Career Research & Education | Board of Trustees | Current | Legal profession research |
| Martin Luther King, Jr. Community Hospital (Los Angeles) | Director | Prior disclosure (2024 proxy) | Safety-net hospital governance |
| Los Angeles Music Center | Director | Prior disclosure (2024 proxy) | Cultural institution governance |
| NYU Law – Program on Corporate Compliance & Enforcement | Advisory/Board (as described) | Prior disclosure (2024 proxy) | Compliance thought leadership |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 6 times in 2024 with 100% average attendance among members .
- Independence: Board determined Patton (and all committee members) are independent under NYSE standards; Audit Committee members meet heightened independence requirements .
- Attendance & engagement: The Board met 6 times in 2024; independent directors held 6 executive sessions; all directors attended ≥75% of Board and applicable committees in 2024 except one director (medical illness) .
- Board leadership: Independent Chair (Carrie S. Cox); CEO not a member of standing committees with independence requirements .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 130,000 | 200,000 | 330,000 |
| 2024 | 130,000 | 200,000 | 330,000 |
- Program structure (2024): Non-employee director cash retainer $120,000; Audit Committee member retainer $10,000; annual equity retainer $200,000 delivered as fully vested deferred stock units (DSUs) under the Directors’ Deferral Plan . 2025 changes: equity retainer increased to $240,000; Chair cash retainer increased (to $270,000) but unchanged for standard directors .
- Director stock ownership guidelines: Target common stock ownership equal to 5× the annual cash retainer within five years; DSUs count toward compliance; all directors have met or are on track .
Performance Compensation
Directors do not receive performance-based pay; equity is delivered as fully vested DSUs (no PSUs/options for directors) . As part of Patton’s oversight role, Organon’s executive pay-for-performance metrics (AIP/LTI) provide governance signals:
| Program | Metric | Weight | 2024 Status/Notes |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Constant Currency Revenue | 40% | Company scorecard contributed to 134% payout for 2024 AIP overall; financial results and organizational priorities drove outcome |
| AIP | Adjusted EBITDA | 40% | As above |
| AIP | Organizational Health Priorities | 20% | Included employee engagement, ERP milestones, TSA exits |
| Long-Term Incentive (PSUs) | 3-Year Cumulative Free Cash Flow | 50% (2024 PSU design) | Two-year cumulative Adjusted EBITDA threshold required for payout (for FCF and constant-currency revenue components) |
| Long-Term Incentive (PSUs) | 3-Year Cumulative Constant Currency Revenue | 25% (2024 PSU design) | As above |
| Long-Term Incentive (PSUs) | 3-Year Relative TSR vs NYSE Arca Pharmaceutical Index | 25% (2024 PSU design) | Standard relative TSR framework; TSR payouts capped at target if absolute TSR negative (framework demonstrated in 2023 awards) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Former public company boards | None |
| Interlocks/conflicts | None disclosed; Board policy limits overboarding and requires independence; Related party transactions reviewed by Audit Committee |
Expertise & Qualifications
- Life sciences and healthcare compliance leadership (Amgen CCO), legal executive roles (Tessera, Verily), and data analytics exposure .
- Audit Committee financial literacy standards met at committee level; Audit Committee identifies “financial experts” among members (Leone, Sharp) ensuring robust oversight .
- Public policy/regulatory and governance expertise emphasized by Board skills matrix and principles .
Equity Ownership
| Measure | 2023 | 2024 | 2025 (as of 4/14/2025) |
|---|---|---|---|
| Common shares beneficially owned | Not reported (no shares listed) | Not reported (no shares listed) | Not reported (no shares listed) |
| Stock awards exercisable/vesting within 60 days (DSUs/options) | 26,816 | 38,010 (fully vested DSUs as of 12/31/2024) | 38,721 (stock awards within 60 days) |
| Ownership as % of shares outstanding | <1% (none over 1%) |
- Hedging/pledging: Prohibited for directors and specified key employees under insider trading policy .
- Director DSU accrual: DSUs accrue dividends as additional DSUs; distributions post-separation per plan terms .
Governance Assessment
- Independence and committee role: Patton is an independent director and Audit Committee member, aligned with NYSE heightened independence standards for audit oversight—positive signal for board effectiveness .
- Attendance: Board and Audit Committee engagement appears strong; Audit Committee average attendance 100% across 6 meetings in 2024; Board held 6 meetings and 6 executive sessions—positive engagement indicator .
- Director pay mix: Cash retainer plus DSUs (no options/PSUs for directors); equity-based retainer supports long-term alignment; her cash ($130k) reflects base + Audit member retainer; equity $200k in 2024 (moving to $240k in 2025)—balanced alignment without performance equity for directors .
- Pay-for-performance oversight: Company AIP and PSU designs with financial/strategic metrics, EBITDA thresholds, and relative TSR indicate robust linkage to performance (under Talent Committee oversight), reinforcing governance quality .
- Shareholder support: Say-on-pay approval ~84% in 2024 and ~93% in 2023—supportive but watch trajectory; continued engagement disclosed .
- Related-party transactions: None requiring disclosure since Jan 1, 2024—no identified conflicts for Patton .
- RED FLAGS: None identified—no pledging/hedging, no related-party transactions, strong independence and attendance; monitor any future external roles for potential interlocks or RPT exposure .
Conclusion: Patton’s compliance, legal, and healthcare background adds risk oversight strength to Audit Committee. Compensation/ownership structure reflects alignment without conflicts; governance signals (independence, committee rigor, shareholder support) support investor confidence while maintaining vigilance on execution of performance metrics and any evolving external affiliations .