Philip Ozuah
Organon &About Philip Ozuah
Independent director since 2021; age 62. President and Chief Executive Officer of Montefiore Medicine (parent of Montefiore Health System and Albert Einstein College of Medicine). Medical and academic background includes M.D. (University of Ibadan), master’s (University of Southern California), and Ph.D. (University of Nebraska). Serves on The Cigna Group board; brings health system delivery, medical, and leadership expertise to Organon’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montefiore Medicine | President & CEO | 2019–present | Health system leadership |
| Montefiore Health System | President | 2018–2019 | Executive leadership |
| Montefiore Health System | EVP & COO | 2012–2018 | Operations leadership |
| Albert Einstein College of Medicine | Professor (Pediatrics; Epidemiology & Population Health) | 1992–present | Academic leadership |
| Albert Einstein College of Medicine | Chair, Dept. of Pediatrics | 2005–2014 | Department leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| The Cigna Group | Director | 2023 | Public company directorship |
| American Hospital Association | Board of Trustees | n/a | Non-profit governance |
| Montefiore Hospital | Board | n/a | Non-profit governance |
| NYC Police Foundation | Board | n/a | Non-profit governance |
| Federal Law Enforcement Foundation | Board | n/a | Non-profit governance |
Board Governance
- Committee assignments: Portfolio Development Committee (Chair); Talent Committee (member) .
- Independence: Board determined Dr. Ozuah is independent under NYSE rules; all standing committees comprised solely of independent directors .
- Attendance and engagement: All directors attended at least 75% of Board and committee meetings in 2024 except Dr. Helene Gayle; Board met 6x; independent directors held 6 executive sessions. PDC met 2x (100% average attendance); Talent met 5x (100% average attendance) .
- Overboarding/compliance: Company policy limits directors to ≤4 public company boards; each 2025 nominee compliant .
- Governance practices: Independent Chair; annual director elections from 2025; majority voting with resignation policy; robust risk oversight; no poison pill; proxy access .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (actual) | $134,056 | As reported for Dr. Ozuah |
| Annual Cash Retainer (program) | $120,000 | Non‑employee directors |
| PDC Chair Retainer | $20,000 | Chair retainer; PDC established April 2024 |
| Audit Committee Member Retainer | $10,000 | Not applicable to Dr. Ozuah (not on Audit) |
| 2024 Equity Retainer (grant-date fair value) | $200,000 | Fully vested deferred stock units (DSUs) |
| 2025 Program Changes | $270,000 Chair cash retainer (incl. $120k base); $240,000 equity | Board‑approved effective Jan 1, 2025 (program-wide) |
| Directors’ Deferral Plan | Mandatory deferral of equity into DSUs; cash settlement timing elections | Program description |
| Stock Ownership Guideline | 5× annual cash retainer within 5 years | All directors have met or are on track |
Performance Compensation
Directors do not receive performance-based pay; equity is granted as fully vested DSUs with no performance metrics. No options or PSUs are part of non‑employee director compensation .
| Performance Metric | Applies to Directors? | Notes |
|---|---|---|
| TSR / Revenue / EBITDA goals | No | Director equity grants are fully vested DSUs, not performance-conditioned |
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations | Disclosure Status |
|---|---|---|---|
| The Cigna Group | Director | Large U.S. payer; monitor for any Organon-related transactions or conflicts | Board confirms independence; no related-party transactions requiring disclosure since Jan 1, 2024 |
Expertise & Qualifications
- Health system operations and delivery; senior leadership of major academic medical center .
- Medical and epidemiological academic expertise; decades-long professorship and pediatric department leadership .
- Public company board experience (The Cigna Group) and human capital/leadership perspective valuable to Talent and Portfolio Development oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Stock Awards Exercisable/Vesting ≤60 days | Percent of Class |
|---|---|---|---|
| Philip Ozuah, M.D., Ph.D. | — | 38,721 | * |
| Notes | As of record date (Apr 14, 2025) | Company had 259,956,063 shares outstanding |
Additional context: As of Dec 31, 2024, most non‑employee directors held ~38,010 fully vested DSUs (Ms. Cox 49,107; Ms. Sharp 38,354) .
Governance Assessment
- Strengths: Independent director; chairs Portfolio Development Committee and serves on Talent Committee, aligning medical/health system expertise with pipeline, R&D, BD, and human capital oversight .
- Engagement: Board attendance expectations met; PDC and Talent recorded 100% average attendance in 2024; all directors (except one due to medical illness) attended ≥75% of meetings; all directors attended 2024 annual meeting .
- Alignment: Director equity delivered as DSUs; 5× cash retainer ownership guideline; directors on track or compliant; hedging/pledging prohibited by policy .
- Compensation reasonableness: 2024 total for Dr. Ozuah was $334,056 (cash $134,056; equity $200,000), consistent with program; Korn Ferry engaged for director pay benchmarking .
- Conflicts/related-party exposure: Board affirmed independence and reported no related-person transactions requiring disclosure since Jan 1, 2024; no compensation committee interlocks/insider participation in 2024 .
- Shareholder oversight signals: Say‑on‑pay approval ~84% in 2024; ongoing shareholder engagement on compensation and governance .
RED FLAGS: None disclosed specific to Dr. Ozuah. Monitoring items include his concurrent service at a major payer (The Cigna Group) for any future related‑party transactions or conflicts (none disclosed) and continued compliance with ownership guidelines and overboarding policy (currently compliant) .