Rochelle B. Lazarus
Organon &About Rochelle B. Lazarus
Rochelle (“Shelly”) B. Lazarus, age 77, has served as an independent director of Organon since 2021. She is Chairman Emeritus and former Chairman and CEO of Ogilvy & Mather, with deep expertise in reputation management and consumer insight, and holds an MBA from Columbia University and a BA from Smith College . The Board has affirmed her independence under NYSE standards, and in February 2025 waived the company’s retirement age policy for one year to permit her re‑election given her experience and contributions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ogilvy & Mather | Chairman & CEO | 1996–2008 | Led global advertising/marketing firm; reputation and consumer insight leadership |
| Ogilvy & Mather | Chairman | 2008–2012 | Continued board leadership and strategic oversight |
| Ogilvy & Mather | Chairman Emeritus | 2012–present | Ongoing advisory stature and brand stewardship |
| Ogilvy & Mather Direct NA; Ogilvy NY; Ogilvy North America | President (prior roles) | Not disclosed | Senior operating leadership across regional businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Blackstone, Inc. | Director | 2013–present | Public company board service |
| Rockefeller Capital Management | Director | 2019–present | Private/asset management board service |
| General Electric Company | Director | 2000–2018 | Former public board service |
| Merck & Co., Inc. | Director | 2004–2020 | Former public board service; legacy ties to Organon’s former parent |
| NewYork‑Presbyterian Hospital | Vice Chair & Trustee | Not disclosed | Nonprofit healthcare governance |
| Columbia Business School | Board of Overseers | Not disclosed | Academic board role |
Board Governance
- Committee assignments: ESG Committee member; not a chair. 2024 ESG Committee held 5 meetings with 88% average attendance; Board held 6 meetings and 6 executive sessions in 2024 .
- Independence: Board determined she is independent under NYSE standards; all standing committees (Audit, Talent, ESG, Portfolio Development) comprise only independent directors .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024 except Dr. Helene Gayle (medical illness); Lazarus met the ≥75% threshold .
- Board leadership and refresh: Independent Chair (Carrie S. Cox); retirement age policy generally prohibits re‑election after 75, but waived for Lazarus (and Essner) for one year to 2026 meeting, recognizing experienced oversight; overboarding limits in place .
- Shareholder engagement: Program active with outreach to holders representing ~57% of shares; Board composition/compensation received continued support .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair/Membership Fees ($) | Equity Retainer ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 120,000 | None (ESG member; Audit member retainer only applies to Audit) | 200,000 (fully vested deferred stock units) | 320,000 |
| Program terms (2024) | — | Audit Chair: 25,000 (includes 10,000 member retainer); ESG Chair: 15,000; Portfolio Dev. Chair: 20,000; Talent Chair: 20,000; Audit Member: 10,000 | Delivered as fully vested DSUs via Directors’ Deferral Plan | — |
| 2025 changes | — | — | Equity retainer increased to 240,000 (all directors) | — |
Notes:
- Independent Chairman cash retainer increased to $270,000 for 2025 (includes $120,000 director cash retainer); non‑chair director cash retainer remains $120,000 .
Performance Compensation
Directors do not receive performance‑based cash bonuses or PSU metrics for board service; equity grants are fully vested DSUs with no performance conditions .
| Component | Metric(s) | Vesting/Trigger | 2024 Design |
|---|---|---|---|
| Equity retainer (DSUs) | None (no performance metrics) | Fully vested upon grant; paid in cash upon distribution per plan elections | $200,000 grant date fair value |
Other Directorships & Interlocks
| Company | Overlap/Interlock with OGN | Potential Conflict Notes |
|---|---|---|
| Blackstone, Inc. | None disclosed | No related‑party transactions requiring disclosure since Jan 1, 2024; Audit Committee administers related‑party policy . |
| Rockefeller Capital Management | None disclosed | Same as above . |
| Merck & Co., Inc. (former) | Historical link (Organon spun from Merck in 2021) | No current related‑party transactions disclosed . |
| General Electric Company (former) | None | No current related‑party transactions disclosed . |
- Compensation committee interlocks: None; only independent director participation; Korn Ferry engaged as independent compensation consultant for director compensation program review .
Expertise & Qualifications
- Reputation management and consumer insight; senior leadership across global marketing and branding; extensive public company governance experience .
- Board skills matrix highlights marketing/sales/PR expertise, public company board experience, human capital and global business experience broadly represented across Organon’s Board; Lazarus contributes to ESG governance and corporate reputation oversight through ESG Committee service .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 633 | Includes 175 shares held by spouse; represents <1% of outstanding shares . |
| Stock awards exercisable/vesting within 60 days | 38,721 | Counted in beneficial ownership under SEC rules; director‑level consistent figure . |
| Shares outstanding (reference) | 259,956,063 | As of April 14, 2025 . |
| DSUs held (fully vested) | 38,010 | As of Dec 31, 2024 for “other current non‑employee directors”; Cox and Sharp hold 49,107 and 38,354, respectively . |
| Ownership guidelines | 5× annual cash retainer | All directors have met or are on track to meet guidelines; DSUs count toward compliance . |
| Hedging/pledging | Prohibited | Company policy bans hedging, pledging, short sales by directors and specified key employees . |
Governance Assessment
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Strengths:
- Independent director with deep brand/reputation expertise; ESG Committee service aligns with Organon’s ESG oversight approach .
- Clean related‑party profile; Audit Committee policy and 2024 review found no transactions requiring Item 404(a) disclosure .
- Alignment mechanisms: mandatory DSU equity retainer; stock ownership guidelines; prohibition on hedging/pledging .
- Attendance: met ≥75% threshold; Board and committee cadence indicates active governance (six Board meetings; ESG met five times) .
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Watch‑items / RED FLAGS:
- Retirement age waiver: Board waived the ≥75 retirement limit for one year for Lazarus (and Essner) to permit re‑election—acceptable with rationale but a deviation from policy; monitor refresh planning and succession in 2026 cycle .
- Overboarding risk generally mitigated by Organon’s policy; current disclosed board load (Blackstone, Rockefeller, Organon) appears within limit of ≤4 boards .
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Compensation mix and investor alignment:
- 2024 director pay split: $120,000 cash + $200,000 fully vested DSUs; 2025 equity retainer increases to $240,000, reinforcing equity alignment while maintaining simple, non‑performance structure .
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Committee effectiveness:
- ESG Committee oversees governance, board succession, shareholder engagement, and sustainability; Lazarus’ marketing/reputation background is directly relevant to ESG agenda .
Citations: