Daniel Karp
Organon &About Daniel Karp
Daniel Karp is Executive Vice President, Corporate Development at Organon (executive since 2024; age 47). He leads global corporate development including M&A, licensing, collaborations, alliance management, and integration, with a career track record of executing transactions totaling over $80B in potential value. He holds a B.S. in Biology from Duke University and an MBA from The Wharton School. During Organon’s 2024 performance year, constant-currency revenue grew 3%, adjusted EBITDA margin was 30.6%, and AIP payout was 134%; the Pay vs. Performance table shows 2024 net income of $864M, Adjusted EBITDA used for pay of $2,109M, and a $48.05 value for a fixed $100 investment in Organon (vs. $129.75 for the peer index).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biogen | EVP, Corporate Development | Not disclosed | Led major M&A and collaboration activity across a global biopharma portfolio. |
| Pfizer | VP, Head of BD for WRD; VP, Head of BD for Vaccines, Oncology and Consumer Healthcare | Not disclosed | Built and executed BD strategies across multiple therapeutic areas and R&D; advanced pipelines via external innovation. |
| Healthcare/Life Sciences Consulting | Strategy Consultant | Not disclosed | Early-career work shaping industry strategies across healthcare and life sciences. |
External Roles
| Organization | Role | Years | Notes/Impact |
|---|---|---|---|
| Cartesian Growth Corp II | Director | Not disclosed | Governance role at a SPAC platform; prior board role at Cartesian Growth Corp (merged with Tiedemann Group and Alvarium Investments). |
| Cartesian Growth Corp | Director (prior) | Not disclosed | Contributed to combination with Tiedemann Group and Alvarium Investments. |
Fixed Compensation
- Not disclosed for Daniel Karp in the 2025 proxy; he was not a Named Executive Officer (NEO) for 2024, so individual base salary and target bonus data are not itemized.
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Company Scorecard
| Metric | Threshold ($B) | Target ($B) | Max ($B) | Actual ($B) | Weighting (%) | Score (%) | Weighted Score (%) |
|---|---|---|---|---|---|---|---|
| Revenue (non-GAAP, constant currency) | 5.968 | 6.417 | 6.610 | 6.497 | 40 | 120.8 | 48 |
| Adjusted EBITDA (AIP definition) | 1.849 | 2.054 | 2.198 | 2.109 | 40 | 119.0 | 48 |
| Organizational Health Priorities | N/A | N/A | N/A | Achieved | 20 | 190.0 | 38 |
| Overall AIP Payout | 134% (rounded) |
- AIP metrics are set off the Board-approved plan; revenue excludes FX and certain BD items; adjusted EBITDA for AIP excludes FX, certain BD expenses, and share-based compensation.
Long-Term Incentives (LTI) – Structure and Vesting
| Instrument | Weighting | Vesting | Performance Metrics | Payout Curve / Conditions |
|---|---|---|---|---|
| PSUs | 50% of target LTI | Three-year cliff vesting following performance period | 3-year cumulative Free Cash Flow (50%), 3-year cumulative Constant Currency Revenue (25%), 3-year Relative TSR (25); 2-year cumulative Adjusted EBITDA threshold gates the FCF/Revenue components | 50% threshold, 100% target, 200% max; TSR capped at target if absolute TSR is negative; TSR relative to NYSE Arca Pharma Index: 25th/55th/75th percentiles for threshold/target/max. |
| RSUs | 25% of target LTI | One-third annually over three years (time-based) | N/A | N/A |
| NQSOs | 25% of target LTI | One-third annually over three years (time-based) | N/A | Option value contingent on stock price appreciation; no repricing without shareholder approval. |
- Equity grant practices: annual grants generally on the last business day of March; off-cycle grants typically three business days post-earnings release for hires/promotions/retention.
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6x base salary; executive officers (including Karp) 3x base; other Section 16 officers 1.5x. Until met, executives must retain 50% of after-tax shares from RSU/PSU vesting and option exercises (CEO 75%). Unexercised options and unearned PSUs do not count; time-vesting RSUs do count.
- Compliance status: As of Dec 2024 review, two NEOs met/exceeded guidelines; others were on pace. Individual status for Karp not specifically disclosed.
- Hedging/pledging: Prohibited for directors and specified key employees, including Section 16 officers.
- Clawback: Compliant with NYSE 303A.14 and Rule 10D-1; recovery of excess incentive comp after restatement over prior three fiscal years; broader recoupment for egregious conduct substantially detrimental to Organon.
- Beneficial ownership: Proxy provides NEOs/directors holdings and totals; does not itemize Karp’s individual share ownership. As of April 14, 2025, 259,956,063 shares outstanding.
Employment Terms
- Appointment: Executive officer since 2024.
- Employment arrangements: Executives operate under company plans/policies (no fixed term contracts); severance plans apply for eligible executives.
- Severance Plan (Executive Severance Program): For eligible executives, termination without cause yields a lump sum of typically 1.0x base salary + target annual incentive; pro-rata AIP (for terminations in 2H); subsidized medical/dental up to 12 months (CEO 24 months medical/dental; 18 months life). For Merck/Organon long-tenured participants, minimum weeks’ severance based on service; 78 weeks medical/dental for 20+ years. Payments conditioned on release; restrictive covenants may apply. No severance on termination for cause or resignation; forfeiture for breaches/misconduct.
- Change-in-Control Severance (CIC): Double-trigger; for eligible executives, 2.0x base + target annual incentive lump sum; pro-rata AIP; lump sum medical/dental continuation cost up to 24 months. Payments reduced to avoid 280G excise tax only if net-after-tax is higher.
- Change-in-Control treatment under the Incentive Stock Plan (ISP): Committee may assume/continue awards, accelerate vesting, cancel for cash or value-equivalent consideration, or provide equivalent substitute awards; if successor does not assume/substitute, awards accelerate in entirety prior to effective time.
- Insider Trading Policy: Filed with 2024 10-K as Exhibit 19.1; prohibits short sales, publicly traded options, hedging, and pledging.
Company Performance Context (during Karp’s tenure baseline – 2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($M) | 1,023 | 864 |
| Adjusted EBITDA used for pay ($M) | 2,000 | 2,109 |
| Value of $100 Investment (as of year-end; TSR proxy construct) | $43.71 | $48.05 |
- 2024 constant-currency revenue growth of 3% and adjusted EBITDA margin 30.6% reported in CD&A.
Governance, Committee Process, and Shareholder Feedback
- Talent Committee oversees executive compensation; CEO recommends compensation for other executives informed by Korn Ferry as independent consultant; independent directors approve CEO comp.
- Best practices include double-trigger vesting on CIC, no CIC tax gross-ups, no bonus guarantees, no repricing of underwater options without shareholder approval.
- Say-on-Pay: 84% approval at 2024 annual meeting; program unchanged other than peer group median revenue recalibration.
Investment Implications
- Pay-for-performance alignment: Karp’s incentives are governed by Organon’s framework that ties annual pay to constant-currency revenue, adjusted EBITDA, and organizational priorities, with long-term PSUs tied to FCF, constant-currency revenue, and relative TSR (with a two-year EBITDA threshold), promoting cash generation, growth, and shareholder returns.
- Retention and selling pressure: Three-year vesting for RSUs/NQSOs (one-third annually) and three-year PSU cliffs create ongoing retention hooks; hedging/pledging prohibitions and ownership guidelines support alignment and dampen short-term selling pressure prior to guideline compliance.
- Change-of-control economics: Double-trigger 2.0x cash severance under CIC for eligible executives, with ISP providing for assumption/substitution or acceleration/cash-out of awards, balancing retention with transaction certainty; absence of CIC tax gross-ups reduces shareholder-unfriendly optics.
- Execution track record: Karp’s $80B potential value deal history and cross-therapeutic BD experience at Biogen/Pfizer support pipeline/business development-driven growth; Organon’s 2024 metrics show improved Adjusted EBITDA used for pay versus 2023 amidst lower net income, indicating operating performance focus within incentives.
Data gaps: Karp was not a 2024 NEO; his individual salary, target bonus, grants, vesting quantities, and personal share ownership are not itemized in the proxy. Analysis above relies on company-wide executive programs/policies and performance context.