Kirke Weaver
Organon &About Kirke Weaver
Executive Vice President, General Counsel and Corporate Secretary at Organon (executive since 2023). Age 52 (2025). Weaver leads worldwide legal affairs, compliance, ESG and sustainability, and global EHS; previously SVP, Commercial, Regulatory, Securities, Employment and Deputy Corporate Secretary at Organon and an 18-year legal leader at Merck with roles across litigation, regulatory, commercial and compliance, including leading Customer Alliances & Innovation to commercialize adherence software tools. Education: J.D., Yale Law School; B.A. in history and government, College of William & Mary . Company performance context during his tenure: 2024 constant-currency revenue growth of 3% and adjusted EBITDA margin 30.6%; AIP paid out 134% based on Revenue, Adjusted EBITDA and Organizational Health metrics; 2021 PSUs paid 50.87% and 2022 PSUs paid 58.75% of target reflecting FCF and TSR outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Organon | SVP, Commercial, Regulatory, Securities, Employment; Deputy Corporate Secretary | Executive since 2023; senior legal leadership at launch in June 2021 | Critical to launching Organon as a standalone company in June 2021; established legal/compliance infrastructure |
| Merck | Vice President, Regulatory Legal; other senior legal roles | 18-year tenure | Built deep expertise across litigation, regulatory, commercial, compliance; led Customer Alliances & Innovation to develop/commercialize medication adherence software tools |
External Roles
No public company directorships disclosed in the executive biography sections reviewed .
Fixed Compensation
2023 target compensation approved upon appointment as EVP, GC & Corporate Secretary:
| Component | 2023 Target | Notes |
|---|---|---|
| Base Salary ($) | $650,000 | Approved in connection with promotion |
| AIP Target (%) | 70% | Company Scorecard-based plan |
| AIP Target ($) | $455,000 | 70% of base salary |
| LTI Target ($) | $1,750,000 | 50% PSUs, 25% RSUs, 25% NQSOs |
| PSUs ($) | $875,000 | Three-year performance/vesting |
| RSUs ($) | $438,000 | Three-year ratable vesting |
| NQSOs ($) | $438,000 | Three-year ratable vesting |
| TTDC ($) | $2,855,000 | Target total direct compensation |
2023 Summary Compensation (actual reported):
| Metric | 2023 |
|---|---|
| Salary ($) | $650,000 |
| Bonus ($) | $210,656 (retention installment) |
| Stock Awards ($) | $1,314,174 |
| Option Awards ($) | $437,394 |
| Non-Equity Incentive Plan ($) | $445,900 |
| All Other Compensation ($) | $134,569 |
| Total ($) | $3,192,693 |
Retention agreement: entered into in 2022; retention bonus payable in two installments in June 2023 and June 2024. 2023 All Other Compensation includes the first installment; second installment scheduled for 2024 .
Performance Compensation
Annual Incentive Plan (AIP) framework:
| Metric | Weighting | Target Setting | Payout Range | Notes |
|---|---|---|---|---|
| Constant Currency Revenue | 40% | Board-approved plan | 25%–200% | Adjusted to remove FX and certain BD items |
| Adjusted EBITDA | 40% | Board-approved plan | 25%–200% | Adjusted for FX, BD items, SBC |
| Organizational Health Priorities | 20% | Annual priorities | Assessed score | Employee engagement, ERP deployment, TSA exits |
Weaver’s 2023 AIP specifics:
| Item | Value |
|---|---|
| AIP Target ($) | $455,000 |
| AIP Actual Paid ($) | $445,900 |
Long-Term Incentives (program terms):
| Instrument | Weight | Vesting | Performance Metrics | Key Terms |
|---|---|---|---|---|
| PSUs | 50% | Three-year cliff after performance period | 2024 cycle: 3-year cumulative Free Cash Flow (50%), 3-year cumulative constant currency Revenue (25%), 3-year relative TSR (25%) | Two-year cumulative Adjusted EBITDA threshold gating FCF/Revenue portions; TSR capped at target if absolute TSR is negative |
| RSUs | 25% | 1/3 each anniversary over 3 years | Time-based | Count toward ownership guidelines |
| NQSOs | 25% | 1/3 each anniversary over 3 years | Stock price appreciation | No repricing without shareholder approval |
PSU outcome history (company-level, affecting executive payouts):
| PSU Grant | Performance Period | Metrics | Actual Payout |
|---|---|---|---|
| 2021 PSUs | Aug 17, 2021–Aug 16, 2024 | Relative TSR to NYSE Arca Pharmaceutical Index; payout capped at target if absolute TSR negative | 50.87% |
| 2022 PSUs | Jan 1, 2022–Dec 31, 2024 | 3-year cumulative Free Cash Flow (70%) and relative TSR (30%); cap at target if absolute TSR negative | 58.75% (FCF achieved $2.897B; TSR 13.64th percentile = 0%) |
Program-level 2024 AIP results:
| Metric | Threshold ($B) | Target ($B) | Max ($B) | Actual Adjusted ($B) | Weight (%) | Score (%) | Weighted Score (%) |
|---|---|---|---|---|---|---|---|
| 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 | — | — | — | — | 20 | 190.0 | 38 |
| Overall AIP Payout | — | — | — | — | — | — | 134% |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Vested shares in 2023 | 14,380 shares; value realized $344,392 |
| Stock ownership guidelines | 3x base salary for executive officers (6x for CEO; 1.5x for other Section 16 officers). Until met, retain 50% of after-tax shares from vestings/exercises (75% for CEO). RSUs count; unexercised options and unearned PSUs do not |
| Compliance status disclosure | As of Dec 2024, two NEOs met/exceeded guidelines; others on pace. Individual compliance for Weaver not disclosed |
| Hedging/pledging | Prohibited for directors and specified key employees, including Section 16 officers (no hedging, pledging, or short sales) |
| Grant timing | Annual equity awards generally granted last business day of March; other grants possible after quarterly earnings for hires/promotions/retention |
Insider selling pressure indicators:
- RSUs and NQSOs vest 1/3 annually on grant anniversaries; PSUs cliff-vest after three-year performance periods, creating predictable vesting windows that may coincide with March grant anniversaries or year-end performance certifications (e.g., PSUs scheduled to vest on Dec 31 for cycles) .
Employment Terms
| Topic | Terms |
|---|---|
| Retention agreement | Weaver entered a retention agreement in 2022; bonus payable in two installments (June 2023 and June 2024). First installment paid in 2023 and shown in “Bonus”; second installment scheduled for 2024 |
| Severance/termination mechanics (equity) | Pro-rated vesting of NQSOs, RSUs, PSUs upon involuntary termination (not for poor performance), termination without cause, retirement, death, or disability; sale-related terminations vest 1/3 if <1 year from grant, or full vest if ≥1 year, based on actual performance for PSUs; full vest on involuntary termination within two years post-change-in-control (double trigger), with PSUs converted to time-based RSUs at target on change-in-control |
| Change-in-control tax gross-ups | None provided |
| Clawback | Dodd-Frank-compliant clawback (NYSE 303A.14) to recover excess incentive-based comp for restatements over prior three years; broader recoupment policy allows reimbursement of incentive comp (including time- and performance-based awards) for egregious conduct substantially detrimental to Organon |
| Equity plan governance | No option/SAR repricing without shareholder approval; transfer restrictions; Talent Committee administration and award terms as per amended/restated 2021 ISP |
Investment Implications
- Alignment and at-risk pay: More than 60% of target compensation is performance-based (AIP, PSUs, NQSOs), with LTI weighted to PSUs (50%) and EBITDA/revenue/TSR metrics—reinforcing linkage to free cash flow, profitable growth, and shareholder returns .
- Vesting/cycle-driven supply: Ratable RSU/NQSO vesting and year-end PSU certifications create periodic supply events; grant timing clustered at March month-end raises calendar-based selling pressure risk around anniversaries, subject to blackout policies .
- Retention risk mitigated by 2022 agreement: A two-installment retention bonus signals prior retention concerns but provides near-term stickiness; subsequent installment in 2024 suggests continued retention focus around legal leadership continuity .
- Governance safeguards: Prohibitions on hedging/pledging, robust clawbacks, and double-trigger CIC equity vesting reduce misalignment and windfall risk while maintaining discipline around payout quality .
- Ownership transparency: RSU vesting data is disclosed for 2023 (14,380 shares, $344,392), but individual guideline compliance status is not itemized—limiting precision on Weaver’s current “skin-in-the-game” level; policy requires 3x salary ownership over time .