Deborah Leone
Organon &About Deborah Leone
Deborah Leone, age 60, has served as an independent director of Organon & Co. since 2021. She is a former Goldman Sachs partner and served in senior finance and operations roles, bringing deep financial, audit, and regulatory expertise to Organon’s board. Leone is a designated “audit committee financial expert” under SEC rules and NYSE standards and is independent per NYSE Listing Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Group, Inc. | Partner | 2008–2019 | Senior finance leadership; promoted to partner reflecting firmwide impact |
| Goldman Sachs – Investment Management Division | Chief Operating Officer | 2017–2019 | Led global IMD operations; regulatory and control oversight |
| Goldman Sachs Group, Inc. | Global Director of Internal Audit | 2011–2017 | Global audit oversight; strengthened internal control environment |
| Goldman Sachs – Investment Management Division | Global Controller | 2008–2011 | Led financial reporting and controls for IMD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corebridge Financial Inc. | Director (Public) | 2024–present | Current public company directorship |
| Goldman Sachs Bank USA | Director | 2017–present | Financial institution board role |
| Goldman Sachs Philanthropy Fund | Director | 2020–present | Philanthropic governance |
| Ayco Charitable Foundation | Director | n/a | Philanthropic governance |
| Syracuse University | Board of Trustees (Exec Committee; Audit Committee) | n/a | Higher ed board roles in governance and audit |
Board Governance
- Committees: Audit Committee member; not a chair. Audit Committee held 6 meetings in 2024; average committee attendance was 100%. Shalini Sharp is Audit Committee Chair; other members include Alan Ezekowitz and Cynthia Patton .
- Financial expertise: Designated “audit committee financial expert” (SEC definition) and financially literate per NYSE standards .
- Independence: Board determined Leone is independent under NYSE Listing Standards; all standing committees are composed solely of independent directors .
- Attendance and engagement: The Board met 6 times in 2024; independent directors held 6 executive sessions, and all directors attended at least 75% of Board and committee meetings except Dr. Helene Gayle (medical illness) .
- Tenure: Director since 2021 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $130,000 | Base non-employee retainer $120,000 plus Audit Committee member retainer $10,000 |
| Stock Awards ($) | $200,000 | Annual equity retainer delivered as fully vested deferred stock units under Directors’ Deferral Plan |
| Total ($) | $330,000 | Sum of cash and equity retainers |
Additional program details:
- 2024 director program: Non-employee director cash retainer $120,000; Audit Committee member retainer $10,000; Annual equity retainer $200,000 (deferred stock units) .
- 2025 changes: Annual equity retainer increased to $240,000; Chairman cash retainer increased to $270,000 (Leone is not Chairman) .
Performance Compensation
| Element | Structure | Metrics | Status |
|---|---|---|---|
| Director equity | Fully vested deferred stock units (DSUs) | None (time-based; not performance-conditioned) | No director performance metrics disclosed/applicable |
- Organon does not use performance-conditioned equity for directors; DSUs are fully vested upon grant under the Directors’ Deferral Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | Corebridge Financial Inc. (2024–present) |
| Potential interlocks/conflicts | Related person transaction review found no transactions requiring disclosure since Jan 1, 2024; Audit Committee oversees related-party policy . |
| Overboarding policy compliance | Organon limits directors to ≤4 public boards; ESG Committee verified nominee compliance. Leone’s current public roles are within policy . |
| Compensation committee interlocks | No Talent Committee interlocks or insider participation during 2024 . |
Expertise & Qualifications
- Financial/audit expertise: Audit committee financial expert; prior Global Director of Internal Audit and Global Controller at Goldman Sachs .
- Operations/regulatory: Former COO of Goldman Sachs IMD; deep operational and regulatory experience .
- Education: B.S. and MBA, Syracuse University .
- Board skills alignment: Board matrix emphasizes financial/accounting and public company governance; Leone contributes to these competencies .
Equity Ownership
| Metric | Amount | As-of Date | Notes |
|---|---|---|---|
| Shares Beneficially Owned | 10 | Apr 14, 2025 | Direct holdings per share ownership table |
| Stock Awards Currently Exercisable or Vesting ≤60 Days | 38,721 | Apr 14, 2025 | Includes equity awards counted as exercisable/vesting within 60 days |
| DSUs held (fully vested) | 38,010 | Dec 31, 2024 | Non-employee directors (other than Cox and Sharp) held 38,010 DSUs as of year-end |
| Percent of Class | <1% | Apr 14, 2025 | Company notes none of the holdings exceed 1% of outstanding shares |
| Shares Outstanding | 259,956,063 | Apr 14, 2025 | Reference denominator for ownership |
| Director stock ownership guidelines | 5x annual cash retainer | Policy | Directors must reach target within 5 years; all Directors met or are on track |
| Hedging/pledging policy | Prohibited | Policy | Company prohibits hedging, pledging, and short sales by directors |
Governance Assessment
- Strengths: Independent director with deep audit and finance credentials; designated audit committee financial expert; active Audit Committee membership; board shows strong governance practices (majority independent, annual evaluations, majority vote standard); directors subject to robust stock ownership guidelines and anti-hedging/pledging policies .
- Engagement/attendance: Board held 6 meetings and 6 executive sessions; all directors (except one due to illness) met ≥75% attendance; Audit Committee average attendance 100% across 6 meetings, indicating high committee engagement .
- Compensation alignment: Director compensation mix balanced between cash and DSUs; equity retainer increased in 2025, supporting long-term alignment through ownership; no meeting fees; DSUs are fully vested and deferred, simplifying alignment mechanics .
- Conflicts/related-party exposure: No related-person transactions requiring disclosure since Jan 1, 2024; Talent Committee reported no interlocks or insider participation in 2024; Organon maintains formal related-party review and approval process via Audit Committee .
- Investor confidence signals: 2024 say-on-pay support ~84% indicates shareholder confidence in compensation governance (contextual company-level signal) .
RED FLAGS: None disclosed specific to Leone. No pledging/hedging, no related-party transactions, and attendance thresholds met at the Board level. Continued monitoring advisable for any financial institution relationships, though current disclosures report no transactions requiring Item 404(a) disclosure .