Grace Puma
Organon &About Grace Puma
Grace Puma, age 62, is an independent director of Organon & Co. (OGN) serving since 2021 and is a member of the Talent (Compensation) Committee; she is the former Executive Vice President and Chief Operations Officer at PepsiCo with prior senior procurement/supply chain roles at United Airlines, Kraft Foods, and Motorola, and holds a degree from Illinois Benedictine University . She currently serves on the boards of Phillips 66 (since 2024) and Target Corporation (since 2022), and previously served on the boards of Williams-Sonoma (2017–2020) and Marietta Corporation (2010–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | EVP, Chief Operations Officer | 2017–2022 | Led global operations; prior SVP Chief Supply Officer (2015–2017); SVP Global Chief Procurement Officer (2010–2015) |
| United Airlines Holdings, Inc. | SVP, Global Chief Procurement Officer | 2007–2010 | Led global procurement transformation |
| Kraft Foods, Inc. | Senior roles in procurement/supply chain | 1999–2007 | Increasing responsibility in global procurement |
| Motorola, Inc. | Supply chain/procurement roles | 1995–1999 | Global operations experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Phillips 66 | Director | 2024–present | Energy refining; independent director |
| Target Corporation | Director | 2022–present | Multinational retail; independent director |
| Williams-Sonoma, Inc. | Director | 2017–2020 | Specialty retail; former director |
| Marietta Corporation | Director | 2010–2015 | Personal care products; former director |
Board Governance
- Committee assignments: Member, Talent Committee; not a chair of any committee .
- Independence: The Board determined Puma (and all directors except the CEO) are independent under NYSE standards; all standing committees are composed solely of independent directors .
- Attendance and engagement: In 2024 the Board met 6 times and held 6 executive sessions; all directors attended at least 75% of Board and applicable committee meetings except Dr. Helene Gayle; the Talent Committee met 5 times with 100% average member attendance .
- Leadership structure: Independent Chairman (Carrie S. Cox); CEO not on standing committees requiring independence .
- Overboarding policy: Directors limited to no more than four public company boards; nominees assessed for compliance—each nominee, including Puma, was compliant .
Compensation Committee Analysis
- Talent Committee composition: Chair Carrie S. Cox; members Philip Ozuah, M.D., Ph.D. and Grace Puma .
- Meetings: 5 in 2024; average attendance 100% .
- Interlocks/insider participation: None in 2024 .
- Independent consultant: Korn Ferry engaged for director compensation reviews and program benchmarking .
- 2025 program changes approved: Chairman cash retainer increased to $270,000 (incl. $120,000 non-employee retainer); annual equity retainer increased to $240,000 .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director cash retainer |
| Annual equity retainer (DSUs) | $200,000 | Fully vested deferred stock units under Directors’ Deferral Plan (grant-date fair value) |
| Committee member fees | $0 | No Talent Committee member retainer; Audit member retainer is $10,000 (not applicable to Puma) |
| 2024 actual fees earned | $120,000 | As reported |
| 2024 stock awards (grant-date fair value) | $200,000 | As reported |
| 2024 total director compensation | $320,000 | Cash + equity |
Performance Compensation
- Non-employee directors do not receive performance-based equity (e.g., PSUs) or options; annual equity is delivered as fully vested deferred stock units, with no meeting fees and no performance metrics attached .
- Program safeguards: Clawback policy; double-trigger vesting on change-in-control; prohibition on repricing options without shareholder approval; ban on hedging/pledging by directors and specified key employees .
| Performance Element | Status | Notes |
|---|---|---|
| PSUs tied to financial metrics (FCF, revenue, TSR) | Not applicable | Director pay uses DSUs; PSUs are for NEOs |
| Options | Not applicable | No director option grants disclosed |
| Meeting fees | Not applicable | No meeting fees in program |
Other Directorships & Interlocks
| Potential Interlock/Conflict Area | Observation |
|---|---|
| Business dealings/related party transactions | Audit Committee determined that since Jan 1, 2024, there were no transactions requiring disclosure under Item 404(a) of Regulation S-K . |
| Overboarding/committee overload | Company policy limits board seats; nominees, including Puma, assessed as compliant . |
Expertise & Qualifications
- Deep operational, global procurement, and supply chain expertise (PepsiCo COO; prior CPO roles); strong global business execution background aligned to Organon’s manufacturing and operational competencies .
- Public company governance experience via multiple boards; supports human capital and compensation oversight on the Talent Committee .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (direct/indirect) | 5 | Includes 5 shares held by a family member; shared voting/investment power |
| Stock awards currently exercisable/vesting within 60 days | 38,721 | Deferred/phantom units counted as exercisable/releasable for beneficial ownership reporting |
| Percent of class | <1% | None of the holdings exceed 1% of common stock |
| Stock ownership guideline | 5x annual cash retainer | Directors must reach 5x cash retainer within five years; DSUs count toward compliance |
| Guideline dollar target (computed) | $600,000 | 5 × $120,000 cash retainer; company states all directors have met or are on track |
Governance Assessment
- Independence and role fit: Puma meets NYSE independence standards and serves appropriately on the Talent Committee; no related party transactions disclosed—low conflict risk .
- Attendance and engagement: Board held 6 meetings and 6 executive sessions in 2024; all directors met minimum attendance except Dr. Gayle; Talent Committee attendance averaged 100%—strong engagement signals for compensation oversight .
- Pay structure alignment: Director compensation mix balanced between fixed cash and equity DSUs; ownership guidelines at 5x cash retainer promote alignment; 2025 increase in equity retainer further strengthens long-term alignment .
- Red flags: None observed specific to Puma—no hedging/pledging permitted, no option repricing, no change-in-control tax gross-ups; overboarding limits in place and observed .
- Shareholder sentiment: Say-on-pay received ~84% approval in 2024, indicating general investor support for pay practices and governance; relevant to Talent Committee oversight context .