Helene Gayle
Organon &About Helene Gayle
Helene Gayle, M.D., M.P.H., age 69, has served as an independent director of Organon since 2021. She is a public-health and global-development leader with prior CEO roles and extensive nonprofit and public company board experience; she holds a BA from Barnard College, an M.D. from the University of Pennsylvania, and an MPH from Johns Hopkins University . The Board has affirmatively determined she is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spelman College | President; President Emerita | 2022–2024; 2024–present | Led an HBCU focused on women’s education |
| Chicago Community Trust | President & CEO | 2017–2022 | Philanthropy focused on closing racial/ethnic wealth gap |
| McKinsey Social Initiative | CEO | 2015–2017 | Multi-stakeholder programs addressing global social challenges |
| CARE (Cooperative for Assistance and Relief Everywhere) | President & CEO | 2006–2015 | International humanitarian and development organization |
| Bill & Melinda Gates Foundation | Executive, Global Health | 2001–2006 | Global health initiatives |
| U.S. CDC / USPHS | Various roles; Director, National Center for HIV, STD & TB Prevention; Assistant Surgeon General, Rear Admiral | Began 1984; 20-year tenure | Led major public-health program; senior uniformed public-health leadership |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Bill & Melinda Gates Foundation | Nonprofit board | Current | Governance experience |
| New America | Nonprofit board | Current | Policy-oriented nonprofit |
| Center for Strategic and International Studies | Nonprofit board | Current | Policy think tank |
| Brookings Institution | Nonprofit board | Current | Policy think tank |
| Council on Foreign Relations | Member | Current | Professional membership |
| National Academy of Medicine; American Academy of Arts & Sciences; American Public Health Association | Member | Current | Professional recognition/memberships |
Board Governance
- Committee assignments: ESG Committee member (not Chair) .
- Independence: Board determined Dr. Gayle is independent under NYSE standards; all standing committees comprise only independent directors .
- Attendance and engagement: In 2024, all directors attended ≥75% of meetings except Dr. Gayle, who was <75% due to an unforeseen medical illness; all directors attended the 2024 annual meeting. The Board met 6 times; independent directors held 6 executive sessions .
- ESG Committee activity: 5 meetings in 2024; average attendance across members was 88% .
- Tenure: Director since 2021 .
- Succession and evaluations: ESG Committee oversees board succession; annual board/committee/individual director evaluations conducted Dec 2024–Jan 2025 .
Fixed Compensation
| Element | 2024 Amount | Design Details |
|---|---|---|
| Annual Cash Retainer | $120,000 | Paid quarterly to each non-employee director |
| Annual Equity Retainer | $200,000 | Fully vested deferred stock units under the Directors’ Deferral Plan; mandatory annual deferral; dividends credited as additional DSUs |
| Total 2024 Compensation | $320,000 | Fees earned in cash + stock awards for Dr. Gayle |
- Program notes: Additional retainers exist for committee chairs (Audit $25k incl. $10k member fee; ESG $15k; Talent $20k; PDC $20k). Audit Committee members receive $10k; the PDC was established in April 2024. No changes to the 2024 program versus 2023, except adding the PDC Chair retainer .
- 2025 changes: Annual equity retainer increased to $240,000; Chairman cash retainer increased to $270,000 (includes $120,000 director cash retainer) .
Performance Compensation
| Component | Terms | Evidence |
|---|---|---|
| Short-term bonus | None disclosed for directors | Director compensation table shows only cash retainer and stock awards |
| Options/PSUs | None disclosed for directors; equity retainer delivered as fully vested DSUs | Program specifies DSUs; no option awards mentioned for directors |
| Performance metrics (TSR/EBITDA/etc.) | Not applicable to director pay program | Director equity is not performance-vested; fully vested DSUs |
Other Directorships & Interlocks
| Company | Role | Tenure | Current/Former |
|---|---|---|---|
| The Coca-Cola Company | Director | 2013–2024 | Former |
| Palo Alto Networks, Inc. | Director | 2021–2024 | Former |
| Colgate-Palmolive Company | Director | 2010–2021 | Former |
| GoHealth, Inc. | Director | 2020–2022 | Former |
| Public company boards | — | None currently | Current: None |
- Conflicts/interlocks: The Board’s independence process reviewed relationships between Organon and organizations where directors serve; Dr. Gayle was determined independent. No related-party transactions involving her are disclosed; related-person transactions >$100,000 are subject to Audit Committee review under the Related Person Policy .
Expertise & Qualifications
- Education: BA (Barnard College), M.D. (University of Pennsylvania), MPH (Johns Hopkins) .
- Domain expertise: Global development, humanitarian aid, public health; senior leadership; nonprofit governance; government experience .
- Board qualifications: Brings healthcare industry knowledge, government experience, and leadership to Organon’s Board .
- Continuing education: Board provides ongoing education in areas like cybersecurity, enterprise risk, contraceptive market, medical devices, and global ESG regulation; directors are encouraged and reimbursed for external programs .
Equity Ownership
| Measure | Value | Date/Context |
|---|---|---|
| Shares beneficially owned | — (not listed) | As of April 14, 2025; director table entry shows no common shares for Dr. Gayle |
| Stock awards exercisable/vesting within 60 days | 38,721 | As of April 14, 2025; beneficial ownership table “Stock Awards Currently Exercisable or Vesting Within 60 Days” |
| Fully vested DSUs held | 38,010 | As of December 31, 2024; DSUs for each current non-employee director (other than Cox and Sharp counts) |
| Percent of class | <1% | Footnote indicates none of the holdings exceed 1% of outstanding shares; 259,956,063 shares outstanding as of April 14, 2025 |
- Ownership guidelines: Directors must own at least one share; target ownership = 5× annual cash retainer within five years; DSUs count toward compliance. All directors have met or are on track to meet guidelines .
Governance Assessment
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Strengths
- Independence affirmed; service on ESG Committee aligns with governance oversight, succession planning, shareholder engagement, and ESG risk oversight .
- Equity retainer in fully vested DSUs and ownership guidelines (5× cash retainer) promote alignment; directors are on track or have met guidelines .
- Board conducts annual evaluations of Board, committees, and individual directors; ESG Committee oversees succession and evaluation processes .
- Transparent director compensation program reviewed with independent consultant (Korn Ferry); peer benchmarking and program adjustments disclosed .
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Risks / RED FLAGS
- Attendance: Dr. Gayle attended <75% of Board and committee meetings in 2024 due to unforeseen medical illness; while the reason mitigates concern, this is a negative attendance signal for that year .
- Committee-level attendance data are disclosed as averages (ESG 88%) rather than individual; inability to verify her personal ESG attendance detail beyond Board-level disclosure .
- No disclosed ownership of common shares (beyond DSUs/stock awards within 60 days), which may signal lower outright share ownership versus deferred units; however, DSUs count toward guidelines .
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Additional observations
- All directors attended the 2024 annual shareholder meeting; Board held 6 meetings and 6 independent executive sessions in 2024 .
- Related person transactions are governed by a formal policy administered by the Audit Committee; no specific related transactions involving Dr. Gayle disclosed .