Ramona A. Sequeira
Organon &About Ramona A. Sequeira
Ramona A. Sequeira, age 59, was appointed to Organon’s Board of Directors effective July 1, 2025 and determined by the Board to be independent under NYSE Listing Standards; she will serve on the Talent Committee upon her appointment . Sequeira is President of Takeda’s Global Portfolio Division, sits on Takeda’s Global Executive Team, and brings 30+ years of commercial leadership experience at Takeda and Eli Lilly; she is currently a director of Edwards Lifesciences Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Takeda Pharmaceutical Company | President, Global Portfolio Division; previously led U.S. Business Unit; co-chair, Pipeline Review Committee; oversees Global Medical and Commercial Strategy, Vaccines BU, and businesses across Europe/Canada, China, Growth & Emerging Markets | Not disclosed (part of 10 years at Takeda) | Global executive leadership, portfolio commercialization, pipeline governance |
| Eli Lilly and Company | Vice President, Lilly USA; General Manager, Lilly UK & Northern Europe; other senior commercial roles | Not disclosed (part of 20 years at Lilly) | Commercial strategy, international market leadership |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Edwards Lifesciences Corporation | Director | Not disclosed (current) | Current public company directorship |
| Pharmaceutical Research and Manufacturers of America (PhRMA) | Chair, Board of Directors | Not disclosed (prior) | First woman to chair PhRMA |
| Association of the British Pharmaceutical Industry (ABPI) | Board member | Not disclosed (prior) | Industry policy and advocacy |
Board Governance
- Committee assignments: Sequeira will join the Talent Committee effective July 1, 2025; no chair role disclosed .
- Independence: The Board affirmatively determined Sequeira is independent under NYSE standards; all standing committees are composed solely of independent directors .
- Board refresh: Her appointment expands the Board from 11 to 12 directors post–Annual Meeting; biography included to reflect post-appointment composition .
- Governance practices: Majority voting, stock ownership guidelines for directors, no poison pill, and active shareholder engagement are in place .
- Leadership updates: Following an Audit Committee investigation, the Board appointed Joe Morrissey Interim CEO and Carrie Cox Executive Chair; Robert Essner became Lead Independent Director (Oct 27, 2025) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-Employee Director) | $120,000 | Paid quarterly |
| Annual equity retainer (fully vested deferred stock units) | $240,000 (2025 program) | Increased from $200,000; delivered via Directors’ Deferral Plan |
| Audit Committee Chair retainer (incl. $10k member fee) | $25,000 | Chair receives $25k including $10k member fee |
| ESG Committee Chair retainer | $15,000 | |
| Portfolio Development Committee Chair retainer | $20,000 | |
| Talent Committee Chair retainer | $20,000 | No additional for Chair if also Board Chair |
| Audit Committee Member retainer | $10,000 | |
| Directors’ Deferral Plan | Mandatory equity deferral in DSUs; cash distribution post-service options | Timing and installment options; dividends credited as additional DSUs |
Sequeira will receive pro-rated cash compensation for 2025 under the director program upon appointment; standard indemnification agreement applies .
Performance Compensation
As a Talent Committee member, Sequeira will oversee executive pay programs and metrics.
| Program | Metric | Weight | Design Features |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Constant Currency Revenue | 40% | Payout tied to annual revenue performance |
| AIP | Adjusted EBITDA | 40% | Margin discipline |
| AIP | Organizational Health Priorities | 20% | Culture and engagement targets |
| Long-Term Incentive (LTI) PSUs | 3-Year Cumulative Free Cash Flow | 50% | EBITDA threshold gate applies |
| LTI PSUs | 3-Year Cumulative Constant Currency Revenue | 25% | EBITDA threshold gate applies |
| LTI PSUs | 3-Year Relative TSR | 25% | Market-based |
| LTI RSUs | Time-based RSUs | 25% of LTI mix | Value depends on stock performance |
| LTI NQSOs | Non-qualified stock options | 25% of LTI mix | Value only if share price rises post-grant |
Program safeguards: clawback beyond minimums, double-trigger CIC vesting, no hedging/pledging, no option repricing without shareholder approval .
Other Directorships & Interlocks
| Entity | Relationship to Organon | Potential Interlock Risk |
|---|---|---|
| Edwards Lifesciences | Independent director role | Edwards focuses on cardiovascular medtech; low direct overlap with Organon’s women’s health/general medicines portfolio |
| Takeda | Executive role (Global Portfolio Division) | No related-party transactions with Organon requiring disclosure as of appointment; Audit Committee policy governs any potential related person dealings |
Expertise & Qualifications
- Commercial leadership across U.S., Europe, China, and Emerging Markets; pipeline governance and portfolio commercialization experience .
- Prior leadership at Lilly in major geographies; deep patient-centric strategy orientation .
- Education: B.Sc. (Hons) in molecular genetics/molecular biology (University of Toronto); MBA (McMaster University) .
- Recognized industry leadership: first woman Chair of PhRMA; ABPI board experience .
Equity Ownership
| Policy | Requirement | Compliance Context |
|---|---|---|
| Director stock ownership guidelines | 5x annual cash retainer; must own at least 1 share upon joining; 5-year compliance window | Deferred stock units count; company states directors have met or are on track (as of proxy); individual holdings for Sequeira not yet disclosed |
Governance Assessment
- Strengths: Independent director with global biopharma commercialization and pipeline oversight experience; appointment to Talent Committee aligns skills to pay-for-performance oversight; Board determined independence and reported no related-person transactions involving Sequeira at appointment .
- Alignment: Director compensation mix emphasizes equity via mandatory DSU deferral and robust ownership guidelines, supporting long-term shareholder alignment .
- Board responsiveness: Following discovery of improper wholesaler sales practices tied to meeting guidance, Board executed leadership changes and disclosed remediation; Audit Committee oversight and remedial controls are positives for governance transparency .
- RED FLAGS to monitor: Ongoing fallout from wholesaler sales practice investigation (though <1% revenue impact, but enabled guidance); ensure Talent Committee rigor on incentive targets and sales quality metrics; monitor any future related-party considerations with Takeda executive role, subject to Audit Committee policy .
Attendance: 2024 attendance disclosure excludes Sequeira (joined mid-2025). Board met six times in 2024; all directors met ≥75% attendance except one due to medical illness; Sequeira’s attendance will be disclosed in the 2026 proxy cycle .