Juan Camilo Arjona Ferreira
Executive Vice President, Head of Research & Development and Chief Medical Officer at 
Organon &
Organon &Executive
About Juan Camilo Arjona Ferreira
Executive Vice President, Head of Research & Development and Chief Medical Officer at Organon (executive since 2024; age 55). He leads early/late-stage development, Safety, Medical Affairs, Regulatory Affairs and R&D Strategy; prior roles include CMO of Myovant Sciences, SVP Clinical Development at Shionogi, and Executive Director of Clinical Research in Women’s Health at Merck. He holds a medical degree and OB/GYN specialization from Colegio Mayor del Rosario (Bogotá, Colombia) . Company performance that drove 2024 incentives: revenue $6.4B, Adjusted EBITDA $1.96B, EPS (non‑GAAP) $4.11; AIP payout at 134% on above‑target revenue/Adjusted EBITDA and strong organizational priorities .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Myovant Sciences Inc. | Chief Medical Officer | — | Led R&D strategy and execution across development stages |
| Shionogi Inc. | SVP, Clinical Development | — | Led clinical/regulatory strategy and execution for late-stage programs |
| Merck (Women’s Health) | Executive Director, Clinical Research | — | Led product development teams in contraception and women’s health |
External Roles
- None disclosed (no public company directorships or external committee roles reported) .
Fixed Compensation
| Component (USD) | 2024 Target | Notes |
|---|---|---|
| Base Salary | $650,000 | Effective with promotion to EVP, Head of R&D & CMO on Jan 1, 2024 |
| Target Annual Incentive (AIP) | 80% of salary ($520,000) | Company Scorecard driven; actual paid below |
| Long‑Term Incentive (LTI) Target | $2,000,000 | 50% PSUs, 25% RSUs, 25% NQSOs |
- 2024 actual AIP paid: $696,800 (134% of target) .
- 2025 program changes: TTDC increase approved for 2025 (+19% for Dr. Arjona Ferreira) to align with market/responsibilities .
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 results:
| Metric | Weight | Threshold | Target | Max | Actual (AIP basis) | Score | Weighted Score |
|---|---|---|---|---|---|---|---|
| Revenue ($B) | 40% | 5.968 | 6.417 | 6.610 | 6.497 | 120.8% | 48% |
| Adjusted EBITDA ($B) | 40% | 1.849 | 2.054 | 2.198 | 2.109 | 119.0% | 48% |
| Organizational Health | 20% | — | — | — | Achieved | 190.0% | 38% |
| Total Payout | — | — | — | — | — | — | 134% |
Long‑Term Incentives (LTI) – design and metrics:
- Mix: 50% PSUs (3‑year), 25% RSUs (ratable over 3 years), 25% non‑qualified stock options (NQSOs; ratable over 3 years) .
- 2024 PSU metrics and weights: 3‑yr cumulative Free Cash Flow (50%), 3‑yr cumulative Constant Currency Revenue (25%), 3‑yr Relative TSR vs NYSE Arca Pharma Index (25%); 2‑year cumulative Adjusted EBITDA threshold applies to FCF/Revenue tranches; TSR capped at target if absolute TSR is negative .
- Historical PSU outcomes: 2021 PSUs paid at 50.87% (rTSR at ~30th percentile); 2022 PSUs paid at 58.75% (FCF 83.93% payout; rTSR 0%) .
2024 grants to Dr. Arjona Ferreira:
| Award | Grant date | Units/Options | Vesting | Exercise price |
|---|---|---|---|---|
| RSUs | 3/29/2024 | 26,595 | 1/3 on each of 3/29/2025, 3/29/2026, 3/29/2027 | — |
| NQSOs | 3/29/2024 | 108,932 | 1/3 on each of 3/29/2025, 3/29/2026, 3/29/2027 | $18.80 |
| PSUs (target) | 3/29/2024 | 26,596 (50–200% payout range) | Cliff vest 12/31/2026 subject to performance | — |
Equity Ownership & Alignment
Beneficial ownership (as of April 14, 2025):
| Item | Amount |
|---|---|
| Shares beneficially owned | 17,380 |
| Stock awards exercisable or vesting within 60 days | 36,310 |
| Ownership as % of shares outstanding | <1% (259,956,063 shares outstanding) |
Outstanding equity at FY‑end 2024:
| Category | Quantity | FY‑end Market Value |
|---|---|---|
| Unvested RSUs | 26,595 | $396,797 |
| Unearned PSUs (2023/2024 cycles, at stated basis) | 106,382 | $1,587,219 |
| Unexercisable options | 108,932 | n/a (expires 3/28/2034; $18.80 strike) |
Ownership policies and alignment:
- Executive stock ownership guideline: 3× base salary for executive officers; as of Dec 2024, two NEOs met or exceeded guidelines and others (including new executives) were on pace .
- Hedging and pledging of company stock are prohibited for directors and specified key employees, including Section 16 officers .
- Clawback: Dodd‑Frank compliant policy (restatement‑based recovery) plus broader recoupment for egregious conduct; applies to incentive compensation including time‑based awards .
Upcoming vesting and potential selling pressure:
- RSUs and options vest ratably on 3/29/2025, 3/29/2026, and 3/29/2027; PSUs scheduled for 12/31/2026 subject to performance. These dates represent potential liquidity windows (subject to trading windows and policy) that can influence near‑term selling dynamics .
Compliance note:
- A Form 4 for Dr. Arjona Ferreira (RSUs and stock options awarded on March 29, 2024) was filed late due to an administrative error, per the 2025 proxy’s Section 16(a) disclosure .
Employment Terms
| Provision | Key terms |
|---|---|
| Employment basis | Letter‑agreement framework; at‑will; broad reliance on company plans/policies (no fixed term disclosed) |
| Severance (without cause) | Lump sum equal to 1.0× (base + target bonus) + pro‑rated AIP (if applicable) + subsidized benefits (12 months) for most executives; CEO has higher levels |
| Change‑in‑Control (double trigger) | 2.0× (base + target bonus) + pro‑rated AIP + lump sum for up to 24 months of benefits |
| Sample values as of 12/31/2024 | Severance pay $1,170,000; pro‑rated AIP $520,000; benefits $33,839. CIC: severance $2,340,000; pro‑rated AIP $520,000; benefits $77,201 |
| Equity on separation | Pro‑rata vesting on certain terminations; full vest on qualifying CIC terminations; PSUs convert to time‑based RSUs at target on CIC; values determined per award terms |
Performance & Track Record
| Indicator | 2024/Recent |
|---|---|
| Company TSR since spin (initial $100 at 6/3/2021; end 2024) | $48.05 for Organon vs $129.75 for NYSE Arca Pharma Index (peer group) |
| PSU realizations | 2021 PSU payout 50.87% (rTSR underperformance); 2022 PSU payout 58.75% (FCF partial; rTSR 0%) |
| Say‑on‑Pay support | 84% approval at 2024 annual meeting |
| AIP linkage | Above‑target revenue and Adjusted EBITDA delivery produced a 134% AIP payout for 2024 |
Compensation Structure Analysis
- Pay mix is highly at‑risk: AIP (cash) and LTI (PSUs/RSUs/NQSOs) dominate total target pay; more than 60% is performance‑based, with a higher share for equity .
- Metrics balance growth, cash generation, and market performance: AIP on Revenue/Adjusted EBITDA plus organizational goals; PSUs on cumulative FCF, constant‑currency revenue, and rTSR with an EBITDA threshold “circuit breaker” to strengthen pay‑for‑performance integrity .
- Realized outcomes track company performance: 2021–2022 PSU payouts below target (50.87% and 58.75%) reflect underperformance on rTSR and only partial achievement on FCF; 2024 AIP at 134% reflects above‑plan operating results .
- 2025 TTDC uplift (+19%) recognizes role scope/market alignment amid increased R&D leadership accountability post‑Dermavant integration .
Investment Implications
- Alignment improving but contingent on execution: Strong 2024 operating delivery (Revenue/Adjusted EBITDA) drove above‑target cash bonuses, yet multi‑year PSU outcomes signal ongoing rTSR and FCF hurdles; 2024 PSU design adds an EBITDA threshold that should better align payouts with durable cash economics .
- Near‑term vesting overhang: Ratable vesting of 2024 RSUs and options (Mar 29 each year 2025–2027) and 2026 PSU cliff create periodic liquidity windows that could add episodic selling pressure, moderated by ownership guidelines and trading policies .
- Retention and change‑in‑control economics are market‑standard: 1× severance/2× CoC multiples for Dr. Arjona Ferreira, with equity treatment designed to retain talent without single‑trigger windfalls—supportive of stability but not shareholder‑unfriendly .
- Governance posture is generally sound: Hedging/pledging prohibitions, robust clawback, and stock ownership guidelines support investor alignment; a minor late Form 4 was disclosed as administrative error .
Notes: All compensation, ownership, and plan terms are as disclosed in Organon’s 2025 DEF 14A and related SEC filings. Metrics for AIP/PSUs are company-level unless otherwise noted.
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