Kevin Ali

Chief Executive Officer (CEO) at Organon &

Since 2021

Age

63 years

Education

Holds an M.B.A. from Santa Clara University and a bachelor's degree from the University of California, Berkeley.

Tenure

Joined OGN in 2021 as the Chief Executive Officer, leading the company from its inception.

Also at Organon &

Kirke Weaver

EVP, General Counsel, and Corporate Secretary

Matthew Walsh

Executive Vice President and CFO

About

Kevin Ali is a seasoned leader in the pharmaceutical industry with over three decades of experience in healthcare commercialization and strategic management. He began his notable career at Merck & Co., Inc., where he held progressive roles including Managing Director in Turkey and Germany, Senior Vice President in various capacity, as well as leading the Emerging Markets and International Business divisions. His leadership in these diverse roles laid the groundwork for his future contributions to the healthcare sector.

In 2021, he took on the role of Chief Executive Officer at OGN, a company founded with a mission to improve women's health globally. His vision and strategic approach have been instrumental in shaping the company from its inception, where he was key in designing the organizational structure and selecting the senior leadership team.

Beyond his executive responsibilities, his professional journey reflects a commitment to innovative approaches in global healthcare markets. His extensive background from his days at Merck to his current role underscores the integration of international experience with a focus on transformative healthcare solutions.

$OGN Performance Under Kevin Ali

Past Roles

Organization	Role	Date Range	Details
Merck & Co., Inc.	President, Global Enterprise Portfolio Strategy	2019-2021	Led global enterprise portfolio strategy initiative contributing to Organon formation
Merck & Co., Inc. - MSD International	President, Merck Sharp & Dohme Corp. (MSD) International	2017-2019	Responsible for commercial markets outside the U.S., covering 96% of world population and over half of Merck’s pharmaceutical revenues
Merck & Co., Inc.	President, Emerging Markets	2010-2017	Transformed performance in various countries for sustained growth and strength
Merck & Co., Inc.	Senior Vice President and General Manager, Bone, Respiratory, Immunology and Dermatology Franchise	2009-2011	Led key therapeutic franchises
Merck & Co., Inc. - MSD Germany	Senior Vice President and Managing Director	2005-2010	Managed operations in Germany
Merck & Co., Inc. - MSD Turkey	Managing Director	2003-2005	Managed operations in Turkey

Fixed Compensation

Data from FY 2023

Component Name	Amount ($)	Payment Schedule	Additional Details
Base Salary	1,250,000	Annual	Fixed annual salary.
401(k) Plan Company Contributions	14,850	Annual	Contributions to the 401(k) plan.
U.S. Non-Qualified Savings Plan	432,001	Annual	Contributions exceeding IRS limits for the 401(k) plan.
Relocation Expenses	168,882	One-time	Includes Housing: 107,751; Tax compliance services: 54,509; Miscellaneous: 6,623.
Tax Gross-Up	4,241	One-time	Legacy tax equalization payments from Merck related to equity awards issued in and prior to 2020.
Security Services	120,549	Annual	Includes Personal driver and vehicle: 106,850; Residential monitoring: 13,700.

Performance Compensation

Data from FY 2023

Annual Incentive Plan (AIP)

Metric	Detail/Value
Performance Metrics	40% Revenue, 40% Adjusted EBITDA, 20% Organizational Health Priorities
Threshold	Minimum performance level (not explicitly quantified)
Target	$1,875,000 (150% of base salary)
Maximum	$3,750,000 (200% of the target)
Actual Scorecard Result	98% resulting in a final award of $1,837,500
Evaluation Period	2023
Vesting	No vesting; cash-based payout

Performance Stock Units (PSUs)

Metric	Detail/Value
Performance Metrics	70% Three-Year Cumulative Free Cash Flow, 30% Relative TSR
Threshold Payout	50% payout at the 25th percentile
Target Payout	100% payout at the 55th percentile
Maximum Payout	200% payout at the 75th percentile
Grant Date	March 31, 2023
Grant Date Fair Value	$5,510,668
Grant Date Stock Price	$23.52 per share
Units Granted	Threshold: 118,790; Target: 237,580; Maximum: 475,160
Vesting Schedule	Vest on December 31, 2025 upon achievement of performance conditions
Evaluation Period	January 1, 2023 – December 31, 2025

Equity Incentive Plan Awards

Component	Detail/Value
Components Included	PSUs, Restricted Stock Units (RSUs), and Non-Qualified Stock Options (NQSOs)
RSUs Units Granted	116,921
RSUs Vesting	Vest in three equal annual installments on each anniversary of the grant date
NQSOs Units Granted	419,847
NQSOs Exercise Price	$23.52 per share
NQSOs Vesting	Vest in three equal annual installments on each anniversary of the grant date
Grant Date for All Awards	March 31, 2023
RSUs Grant Fair Value	$2,749,982
NQSOs Grant Fair Value	$2,749,368
PSUs Performance Conditions	Achievement of FCF and Relative TSR goals over the period January 1, 2023 – December 31, 2025

This detailed structure aligns the performance compensation components with the company’s strategic financial goals and performance indicators.