Robert Essner
Organon &About Robert Essner
Independent director (age 77) serving since 2021. Former Chairman, CEO and President of Wyeth Pharmaceuticals; currently Executive in Residence and Adjunct Professor at Columbia Business School. Determined independent under NYSE standards; the Board waived the retirement age policy for Mr. Essner for one year to stand for re‑election at the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wyeth Pharmaceuticals, Inc. | Chairman | 2003–2008 | Led global pharma enterprise; board-level leadership experience |
| Wyeth Pharmaceuticals, Inc. | Chief Executive Officer | 2001–2007 | Oversaw strategy and operations; industry leadership |
| Wyeth Pharmaceuticals, Inc. | President | 2000–2006 | Senior operating leadership |
| Wyeth Pharmaceuticals, Inc. | Chief Operating Officer | 2000–2001 | Operational oversight |
| Wyeth Pharmaceuticals, Inc. | Executive Vice President | 1997–2000 | Senior executive responsibilities |
| The Carlyle Group Inc. | Senior Advisor, Global Healthcare | 2009–2019 | Private equity healthcare advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbia Business School | Executive in Residence; Adjunct Professor | Current | Teaches healthcare management; academic governance contribution |
| Amicus Therapeutics Inc. | Director (former) | 2012–2022 | Public company board experience |
Board Governance
- Committee assignments: Chair, ESG Committee; Member, Portfolio Development Committee (PDC) .
- Independence: Independent director per NYSE Listing Standards .
- Attendance: Board met 6 times; independent directors held 6 executive sessions; all directors attended ≥75% of Board and applicable committee meetings in 2024 except Dr. Helene Gayle (medical illness). ESG Committee held 5 meetings (88% avg attendance); PDC held 2 meetings (100% avg attendance) .
- Board refreshment: Retirement age policy waived one year for Essner (and Lazarus) to allow re‑election in 2025; policy generally prohibits re‑election after age 75 absent Board determination .
- ESG oversight scope (as Chair): Board succession, director nominations, Board/committee evaluations, shareholder engagement, GxP oversight, and broader ESG/sustainability risk oversight .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non-employee director cash retainer |
| ESG Committee Chair retainer | $15,000 | Chair fee |
| 2024 Fees earned (cash) | $135,000 | Actual paid to Essner in 2024 |
| Audit Committee member fee | $10,000 | Not applicable (Essner not on Audit) |
| PDC Chair retainer | $20,000 | Not applicable (Essner is PDC member, not Chair) |
- 2025 program changes: Equity retainer increased to $240,000; Chairman cash retainer increased to $270,000 (non-employee cash retainer remains $120,000) .
Performance Compensation
| Element | Grant Date | Instrument | Grant Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity retainer (2024) | Upon (re)election | Fully vested Deferred Stock Units (DSUs) | $200,000 | DSUs credited; dividends credited as additional DSUs; distributions in cash post-service per plan elections | None (director equity retainer is not performance-conditioned) |
- Directors’ Deferral Plan: Mandatory annual DSU deferral; timing and form of distributions per elections; no distributions until ≥1 year after end of service .
- Stock ownership guidelines: 5× annual cash retainer target within five years; all directors have met or are on track .
Other Directorships & Interlocks
| Company | Current/Former | Role | Interlocks/Notes |
|---|---|---|---|
| Amicus Therapeutics Inc. | Former | Director | No compensation committee interlocks in 2024; Talent Committee disclosed none and no insider participation |
Expertise & Qualifications
- Pharmaceutical CEO experience and global healthcare leadership from Wyeth; private equity advisory exposure at Carlyle; academic governance and instruction at Columbia Business School .
- Board skills matrix tags Essner with executive leadership, global healthcare, public company board experience, and M&A/business development competencies aligned to Organon’s strategy .
Equity Ownership
| Category | Amount | As-of | Notes |
|---|---|---|---|
| Shares beneficially owned | Not listed (0 shown) | April 14, 2025 | Table shows specific share counts for some directors; Essner line shows no direct share count |
| Awards currently exercisable/vesting ≤60 days | 38,721 | April 14, 2025 | As reported in beneficial ownership table |
| Fully vested DSUs | ~38,010 | Dec 31, 2024 | Footnote indicates most non-employee directors held ~38,010 DSUs (Ms. Cox 49,107; Ms. Sharp 38,354) |
| Ownership % of class | <1% | April 14, 2025 | None of the reported holdings exceed 1% of shares outstanding |
| Hedging/pledging | Prohibited | Policy | Directors and specified employees barred from hedging/pledging company stock |
| Ownership guidelines compliance | Met/on track | Policy | Company disclosed all directors have met or are on track |
Fixed Director Compensation (Detail)
| Year | Cash Fees | Equity (DSUs) | Total |
|---|---|---|---|
| 2024 | $135,000 | $200,000 | $335,000 |
Related Party Transactions and Conflicts
- Related party transactions: Audit Committee determined no transactions requiring disclosure under Item 404(a) since Jan 1, 2024 .
- Overboarding policy: Limits directors to ≤4 public boards; Essner currently serves on none besides Organon; Board applies heightened audit committee limits and case-by-case exceptions (applied to Ms. Sharp) .
- Independence: Board affirmed Essner’s independence; all standing committees are fully independent .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support: ~84% votes in favor; ongoing shareholder engagement; program refined with peer group calibration .
Governance Assessment
-
Strengths:
- ESG Committee leadership: Essner chairs a committee with broad governance, succession, and ESG risk oversight, signaling active board stewardship in sustainability and governance quality .
- Independence and alignment: Independent status; DSU-based annual equity retainer; robust stock ownership guidelines; prohibition of hedging/pledging; no related-party transactions disclosed—supporting investor alignment and conflict mitigation .
- Attendance expectations: Company reported ≥75% attendance by all directors except one (medical), with strong committee meeting cadence; PDC average attendance 100% .
-
Watch items / RED FLAGS:
- Retirement age waiver: One-year waiver of the >75 retirement policy for Essner to stand for re‑election in 2025. While justified by continuity and experience, repeated waivers could signal slower board refreshment; monitor 2026 succession outcomes .
- ESG Committee average attendance: 88% average in 2024; ensure continued engagement given the committee’s expansive remit across governance, GxP, and ESG reporting .
-
Compensation structure signals:
- Director pay is balanced (cash + DSUs), with 2025 equity retainer increased to $240,000; Essner’s 2024 cash fees match ESG Chair role ($120k base + $15k chair). No meeting fees or option awards, which avoids pay complexity and misalignment for directors .
Overall, Essner’s profile combines deep pharma CEO experience with current governance leadership over ESG and board processes. Independence, clean related-party profile, and ownership alignment policies support investor confidence; refreshment should be monitored due to the age-policy waiver .