Rachel Stahler
Organon &About Rachel Stahler
Executive Vice President and Chief Digital & Growth Officer (age 49). Leads an integrated team spanning digital and commercial strategy, data & analytics, AI/automation, market access/pricing, international policy, customer engagement solutions, digital excellence, and enterprise technology strategy/services. Executive at Organon since 2021; previously led Organon’s business technology from 2021–2024. Education: MBA, Columbia University; BA, University of Pennsylvania .
Selected company performance context (during her Organon tenure):
- Shareholder returns since spin: $100 invested at June 3, 2021 is $48.05 at YE 2024; NYSE Arca Pharma Index comparator at $129.75 .
- 2024 revenue $6.4B, +3% constant currency; Adjusted EBITDA used for AIP $2.109B (30.6% margin) .
| Metric | 2024 |
|---|---|
| Revenue ($B) | 6.4 |
| Constant Currency Revenue Growth (%) | 3% |
| Adjusted EBITDA used for AIP ($B) | 2.109 |
| Adjusted EBITDA Margin (%) | 30.6% |
| Cumulative TSR index (since 6/3/21; $100 start) | $48.05 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Organon | EVP, Chief Digital & Growth Officer | 2024/2025–present | Integrates digital/commercial strategy, D&A/AI, access/pricing, and enterprise tech to power growth |
| Organon | Head of Business Technology | 2021–2024 | Drove digital capabilities across Organon’s strategy to build customer/product value |
| Allergan plc | Chief Information Officer | 2019–2020 | Enterprise CIO for global pharma operations |
| Syneos Health | CIO | 2017–2019 | Led technology for global clinical/commercial services |
| inVentiv Health | CIO | 2014–2017 | Oversaw IT transformation for life‑sciences services platform |
| Optimer Pharmaceuticals | CIO | 2011–2014 | Scaled technology for commercial-stage biotech |
| Pfizer | Senior technology roles | Earlier career | Senior IT leadership at a global biopharma |
External Roles
Not disclosed in the proxy beyond executive biography listings .
Fixed Compensation
Not individually itemized for Ms. Stahler in the proxy (only Named Executive Officers’ base pay disclosed). Organon’s executive program comprises base salary plus annual cash incentive (AIP) and long-term equity incentives (LTI) .
Performance Compensation
Annual Incentive Plan (AIP) design (applies to NEOs and other AIP-eligible executives):
- Metrics and weights: 40% Revenue, 40% Adjusted EBITDA, 20% Organizational Health Priorities .
- Company 2024 result: 134% payout factor driven by above-target revenue/EBITDA and 190% organizational priorities score .
| 2024 AIP Company Scorecard | Threshold | Target | Max | Actual | Weight | Score | Weighted score |
|---|---|---|---|---|---|---|---|
| Revenue ($B) | 5.968 | 6.417 | 6.610 | 6.497 | 40% | 120.8% | 48% |
| Adjusted EBITDA ($B) | 1.849 | 2.054 | 2.198 | 2.109 | 40% | 119.0% | 48% |
| Organizational Health | — | — | — | — | 20% | 190.0% | 38% |
| Overall payout | 134% |
Long-Term Incentives (standard design for executive officers):
- Mix/vesting: 50% PSUs (3-year cliff), 25% RSUs (1/3 annually over 3 years), 25% NQSOs (1/3 annually over 3 years). 2024 grants made March 29, 2024 (typical annual timing late March) .
- PSU metrics/weights: 50% 3-year cumulative Free Cash Flow; 25% 3-year cumulative Constant Currency Revenue; 25% 3-year Relative TSR vs NYSE Arca Pharma Index; financial-metric payouts require meeting a 2-year cumulative Adjusted EBITDA threshold; TSR portion paid at 50%/100%/200% for 25th/55th/75th percentiles (capped at target if absolute TSR is negative) .
| PSU metric (2024–2026 cycle) | Weight | Design details |
|---|---|---|
| Free Cash Flow (3-yr cumulative) | 50% | Annual goals set each year; aggregate over 3 years; payout 50%–200%; subject to 2‑yr EBITDA threshold |
| Constant Currency Revenue (3-yr cumulative) | 25% | Annual goals set each year; aggregate over 3 years; 50%–200% payout; subject to 2‑yr EBITDA threshold |
| Relative TSR vs NYSE Arca Pharma | 25% | 25th/55th/75th percentiles → 50%/100%/200%; capped at target if absolute TSR < 0 |
Historical PSU outcomes (company-wide reference for alignment):
- 2021 PSUs (rTSR-only cycle): 50.87% payout (30.43rd percentile) .
- 2022 PSUs (FCF 70%, rTSR 30%): 58.75% payout (FCF below target; TSR 13.64th percentile = 0% TSR component) .
Equity Ownership & Alignment
| Policy/Practice | Details |
|---|---|
| Stock ownership guidelines | CEO: 6x base; other executive officers: 3x; other Section 16 officers: 1.5x. Until met, retain 75% (CEO) / 50% (others) of net shares from vest/exercise. As of Dec 2024 review, two NEOs met/exceeded; others on pace . |
| Hedging/pledging | Prohibited for directors and specified key employees, including Section 16 officers . |
| Clawback | Dodd‑Frank-compliant recovery of excess incentive comp after restatement; broader recoupment for egregious conduct; applies to time- and performance-based awards . |
| Grant timing | Annual executive equity grants generally on last business day of March; off‑cycle grants possible for hires/promotions/retention (post‑earnings release) . |
| Insider trading controls | Formal insider trading policy on purchases/sales; consistent with NYSE standards . |
Note: Individual share ownership, pledged shares, or Form 4 trading activity for Ms. Stahler were not disclosed in the proxy. Related person transactions requiring disclosure: none since Jan 1, 2024 .
Employment Terms
| Topic | Terms (company programs applicable to eligible executives) |
|---|---|
| Employment basis | Executive officers typically serve without fixed-term contracts; governed by company plans/policies set at spinoff or later appointment . |
| Severance Plan (no CIC) | Lump sum: CEO 2.0x base + target bonus; other execs generally 1.0x; pro‑rata AIP if termination 6/30–12/31; subsidized medical/dental (CEO up to 24 months medical/dental and 18 months life; others up to 12 months; legacy Merck service may extend to 78 weeks for some) . |
| CIC Severance Plan (double-trigger) | Upon termination without cause/resignation for good reason within 2 years post‑CIC: 2.0x base + target bonus; pro‑rata AIP; lump sum to offset up to 24 months medical/dental premiums . |
| Equity on termination/CIC | Involuntary termination/retirement/death/disability: pro‑rata vesting based on actual performance for PSUs; RSUs/NQSOs pro‑rated per award terms. Post‑CIC involuntary termination: full vest; PSUs convert to time‑based at target on CIC . |
| Change‑in‑control equity vesting | Equity awards require double trigger (CIC plus qualifying termination) for acceleration . |
| Restrictive covenants | Severance conditioned on release; agreements may contain restrictive covenants (e.g., non‑disparagement/confidentiality; non‑compete/non‑solicit terms not specifically enumerated in proxy) . |
| Tax gross‑ups | No CIC tax gross‑ups policy; individual tax equalization/gross‑ups may apply in limited non‑CIC contexts (e.g., CEO international residency) . |
Compensation Structure Analysis
- Pay-for-performance architecture is explicit: 80% of AIP on revenue/Adjusted EBITDA with preset ranges, and PSUs using multi-year FCF, constant-currency revenue, and relative TSR with a 2‑year EBITDA threshold; PSU TSR capped at target if absolute TSR is negative, curbing windfalls in down markets .
- In 2024, despite TSR underperformance since spin (index at $48.05), AIP paid at 134% on operational execution, indicating stronger near-term operating delivery than equity market outcomes; say‑on‑pay received ~84% support in 2024, with ongoing shareholder engagement and disclosure enhancements (e.g., PSU metric transparency) .
Say‑on‑Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2024 Say‑on‑Pay support | ~84% “FOR” |
| Engagement focus | Business drivers/performance, capital allocation, growth strategy, ESG, board composition, management compensation; PSU design disclosure enhanced in response to feedback . |
Expertise & Qualifications
- Two decades in global healthcare technology leadership including CIO roles at Allergan, Syneos/inVentiv, Optimer; senior technology roles at Pfizer; MBA (Columbia), BA (UPenn) .
Investment Implications
- Alignment: Strong structural alignment via multi-year PSU metrics (FCF, constant-currency revenue, rTSR) plus 2‑year EBITDA threshold and TSR cap; double‑trigger CIC and robust clawback/anti‑hedging/anti‑pledging policies strengthen alignment and reduce adverse trading/pledging risk .
- Retention risk: Competitive severance/CIC protection and clear stock ownership guidelines support retention; 2024 AIP at 134% signals internal reward for execution, but lack of individualized disclosure for Ms. Stahler’s awards/ownership limits precision on her personal retention incentives .
- Execution signals: Digital commercialization and data/AI agenda centralized under Ms. Stahler’s remit aligns with Organon’s growth initiatives; however, TSR has lagged the peer index since spin, so realized equity value is likely below target outcomes, increasing the importance of future operating and pipeline delivery for incentive realizations .