Joseph Morrissey
Organon &About Joseph Morrissey
Joseph Morrissey is Executive Vice President and Head of Manufacturing & Supply at Organon (OGN), responsible for global manufacturing and supply chain coordination across 140+ markets; he joined Organon’s executive team at spin in 2021, is age 60, holds an MBA from Villanova University and a bachelor’s in engineering from Lafayette College . Company performance during his tenure includes 2024 revenue of $6.4B (+2% reported; +3% constant currency), adjusted EBITDA of $1.96B with a 30.6% adjusted EBITDA margin, and non-GAAP adjusted diluted EPS of $4.11 . Since the June 2021 listing, Organon’s cumulative TSR translated a hypothetical $100 investment to $48.05 by year-end 2024, reflecting stock underperformance versus the NYSE Arca Pharmaceutical Index ($129.75) . 2024 Annual Incentive Plan (AIP) payout was 134% of target, underpinned by above-target revenue and adjusted EBITDA and strong organizational priorities execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Merck & Co., Inc. | SVP, Animal Health Global Manufacturing & Supply | 2017–2021 | Led global manufacturing and supply for Animal Health |
| Merck & Co., Inc. | SVP, Global Human Health Pharmaceutical Manufacturing | 2014–2016 | Led pharmaceutical manufacturing operations |
External Roles
- No external public company board roles disclosed for Mr. Morrissey in the proxy .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $750,000 | Unchanged vs 2023 |
| Target Bonus % (AIP) | 80% | Target bonus $600,000 |
| 2025 TTDC Adjustment | +25% | Talent Committee approved 25% TTDC increase for Morrissey effective 2025 |
Performance Compensation
2024 Annual Incentive Plan (Company Scorecard)
| Metric | Threshold ($B) | Target ($B) | Maximum ($B) | Actual* ($B) | Weight | Payout % | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Revenue | 5.968 | 6.417 | 6.610 | 6.497 | 40% | 120.8% | 48% |
| Adjusted EBITDA | 1.849 | 2.054 | 2.198 | 2.109 | 40% | 119.0% | 48% |
| Organizational Health Priorities | — | — | — | Achieved | 20% | 190.0% | 38% |
| Overall AIP Payout | 134% |
- Mr. Morrissey’s 2024 AIP payout: $804,000 on a $600,000 target (134% of target) .
Long-Term Incentives (LTI) – Structure and 2024 Grants
| Element | Weight | Vesting | 2024 Grant Detail |
|---|---|---|---|
| PSUs | 50% | Cliff vest at end of performance period (Dec 31, 2026) | Target 29,255 units; Max 117,020 units; metrics: 3-year cumulative free cash flow (50%), 3-year cumulative constant currency revenue (25%), 3-year relative TSR vs NYSE Arca Pharma Index (25); 2-year cumulative adjusted EBITDA threshold gates FCF and revenue portions |
| RSUs | 25% | 1/3 annually on each anniversary over 3 years | 29,255 units granted on Mar 29, 2024 |
| NQSOs | 25% | 1/3 annually on each anniversary over 3 years | 119,825 options granted at $18.80 exercise price on Mar 29, 2024 |
PSU Design Details (2024 awards)
| Metric | Weighting | Target Definition | Payout Curve |
|---|---|---|---|
| 3-year cumulative Free Cash Flow | 50% | FCF defined as EBITDA less net cash interest, cash taxes, change in net working capital, capex; excludes separation one-time costs, debt principal repayments, dividends, BD spending | 50%–200% of target; gated by 2-year cumulative Adjusted EBITDA threshold |
| 3-year cumulative Constant Currency Revenue | 25% | Reported revenue adjusted to remove FX vs plan | 50%–200% of target; gated by 2-year cumulative Adjusted EBITDA threshold |
| 3-year Relative TSR | 25% | 20-day average price methodology; compares to NYSE Arca Pharma Index constituents; payout capped at target if absolute TSR negative | Threshold 25th percentile (50%), Target 55th percentile (100%), Max 75th percentile (200%) |
PSU Outcomes (prior cycles)
| Award | Performance Period | Metrics | Actual Outcome |
|---|---|---|---|
| 2021 PSUs | Aug 17, 2021–Aug 16, 2024 | Relative TSR vs NYSE Arca Pharma Index; payout capped if absolute TSR negative | 30.43rd percentile; payout 50.87% of target |
| 2022 PSUs | Jan 1, 2022–Dec 31, 2024 | FCF 70%, Relative TSR 30%; TSR capped at target if absolute TSR negative | FCF $2.897B → 83.93% payout; TSR 13.64th percentile → 0%; blended payout 58.75% |
2024 Vesting and Realized Value
- Shares vested in 2024 (RSUs/PSUs) and value realized: 52,159 shares; $978,095 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (direct/indirect) | 71,561 shares |
| Stock awards currently exercisable or vesting within 60 days | 430,138 shares (includes options/RSUs/phantoms as applicable) |
| Shares outstanding (Apr 14, 2025) | 259,956,063 |
| Ownership as % of shares outstanding | ~0.03% (71,561 / 259,956,063) |
| Stock ownership guidelines | 3x base salary for executive officers; retain 50% of after-tax vested shares until met (CEO 75%) |
| Guideline compliance status | As of Dec 2024 review, two NEOs met/exceeded; others on pace (individuals not specified) |
| Hedging/Pledging | Prohibited for directors and specified key employees (incl. Section 16 officers) |
Options moneyness: Many outstanding options carry exercise prices of $18.80 (2024 grant) and legacy strikes ≥$23–$36; Organon’s closing price was $11.30 on Apr 14, 2025, indicating these options were out-of-the-money as of that date .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Plan (without cause) | Lump sum equals for Morrissey 78 weeks of base + target AIP due to prior Merck/Organon service; illustrative obligation at 12/31/2024: Severance pay $1,725,000; pro-rated AIP $600,000; welfare benefits continuation $50,936 |
| Change-in-Control (double trigger) | 2.0x base + target AIP lump sum; pro-rated AIP; lump sum for benefits continuation; illustrative obligation at 12/31/2024: Severance pay $2,700,000; pro-rated AIP $600,000; benefits continuation $77,201 |
| Equity treatment on separation | Involuntary termination/retirement: pro-rata vesting based on service; sale events: vesting mechanics by tenure; CIC: conversion of PSUs to time-based RSUs at target; accelerated vesting values for Morrissey at 12/31/2024: PSU $718,545; RSU $267,091 (involuntary/retirement); PSU $1,710,883; RSU $727,827 (CIC) |
| Clawback/recoupment | Dodd-Frank compliant clawback; recoupment for egregious conduct; applies to incentive awards |
| Insider Trading Policy | Formal policy filed with 10-K; prohibits hedging/pledging/short sales by directors and specified key employees |
Compensation Structure Analysis
- Mix and at-risk pay: Significant portion of TTDC at risk through AIP, PSUs, and NQSOs; 2024 program retained 50% PSUs / 25% RSUs / 25% NQSOs, emphasizing long-term performance and shareholder alignment .
- AIP metrics tied to growth and profitability: 40% revenue, 40% adjusted EBITDA, 20% organizational priorities; 2024 payout at 134% reflects above-target operating performance and execution priorities .
- PSU metric evolution: 2024 added constant currency revenue and a 2-year adjusted EBITDA threshold to reinforce capital efficiency and sustainable growth focus .
- Realized PSU outcomes indicate TSR drag: 2021/2022 PSU payouts below target largely due to relative TSR underperformance despite respectable FCF delivery, aligning realized pay with shareholder returns .
- Governance safeguards: No CIC tax gross-ups; prohibition on repricing options without shareholder approval; robust clawbacks; hedging and pledging banned .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~84% support .
- Ongoing engagement: Company engaged >2/3 of top 50 holders representing ~57% of shares outstanding; enhanced PSU disclosure in response to investor feedback .
Investment Implications
- Alignment and performance sensitivity: AIP and PSU designs directly tie payouts to revenue, EBITDA, FCF, and relative TSR; realized PSU payouts below target signal pay sensitivity to stock underperformance, aligning executive outcomes with shareholder returns .
- Selling pressure assessment: RSU and option vesting schedules create potential liquidity events; however, ownership guidelines require retention of 50% of after-tax vested shares until compliance, and most options are currently out-of-the-money at a $11.30 share price vs strikes ≥$18.80, moderating near-term selling pressure from options .
- Retention and continuity: Double-trigger CIC protection and defined severance benefits reduce retention risk through change and restructuring; the approved 25% TTDC increase for 2025 indicates a retention and market-alignment priority for Mr. Morrissey’s role in supply continuity and operational execution .
- Risk controls: Robust clawbacks, insider trading controls, and prohibition on hedging/pledging support long-term alignment and mitigate governance red flags; no related party transactions disclosed .