Shalini Sharp

About Shalini Sharp

Independent director of Organon since 2021; age 50. Former EVP and CFO of Ultragenyx (2012–2020) and CFO of Agenus (2006–2012), with prior roles in finance, corporate development and strategy; earlier experience at Elan (chief of staff to the chairman during restructuring), McKinsey (consultant), and Goldman Sachs (investment banker, healthcare). MBA and undergraduate degrees from Harvard University. The Board affirms her independence under NYSE standards; she serves as Audit Committee Chair and on the Portfolio Development Committee (PDC) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Portfolio Development Committee member .
• Audit Committee oversight scope includes financial reporting integrity, internal controls, compliance, independent auditor appointment/oversight, related-person transaction review, complaint handling, and cybersecurity risk oversight .
• Financial expert designation: Board determined Ms. Sharp (and Ms. Leone) are “audit committee financial experts” with NYSE-required accounting/financial management expertise .
• Attendance: Audit Committee held 6 meetings in 2024; average attendance 100% .
• Independence: All directors except CEO are independent; Ms. Sharp meets heightened independence requirements for Audit and Talent committees .
• Overboarding review: NYSE/Company rules limit >3 other audit committees; Ms. Sharp serves on three other public company audit committees (four total including OGN). Board concluded this does not impair effectiveness (considering her CFO background, retired status, time commitment, and benefits of specialization) .
• Shareholder support: 2025 election votes for Sharp: For 163,244,186; Against 4,324,774; Abstain 435,212; Broker non-votes 47,269,595 .

Fixed Compensation

Performance Compensation

• Equity form: Fully vested deferred stock units (DSUs) under the Non-Employee Director Savings Plan; credited upon election/re-election at Annual Meeting; dividends credit additional DSUs; distributions paid in cash post-separation .
• 2024 program: Annual equity retainer $200,000 in DSUs ; as of 12/31/2024 Ms. Sharp held 38,354 fully vested DSUs .
• 2025 change: Annual equity retainer increased to $240,000 (effective Jan 1, 2025) .
• No director performance metrics or meeting fees disclosed; director equity not performance-based .

Other Directorships & Interlocks

• Overboarding policy: Directors limited to serving on no more than four public company boards; Ms. Sharp compliant. Additional prohibition on >3 other audit committees unless Board determines no impairment; Board affirmed her effectiveness despite service on three other audit committees .
• ESG/committee oversight structure: Independent chair; all committees composed solely of independent directors; regular executive sessions; majority voting and resignation policy for nominees failing to receive a majority .

Expertise & Qualifications

• Financial expertise: Former public-company CFO; designated audit committee financial expert .
• Industry experience: Biopharma across rare diseases, oncology, and broader healthcare; transaction and restructuring experience .
• Education: MBA and undergraduate degrees from Harvard University .

Equity Ownership

• Director stock ownership guidelines: Target equal to 5x annual cash retainer within five years; DSUs count toward target; all directors have met or are on track .
• Hedging/pledging: Prohibited for directors under Insider Trading Policy .

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Deep financial credentials; designated audit committee financial expert; Audit Chair with 100% committee attendance in 2024 (6 meetings) .
  • Strong shareholder support in 2025 director election (163.2m For vs 4.3m Against) .
  • Alignment mechanisms: mandatory DSU deferral for annual equity; director stock ownership guidelines (5x cash retainer); hedging and pledging prohibited .
  • Audit Committee oversight of related-person transactions and broader compliance/cybersecurity risk; robust governance practices (independent chair; majority voting; executive sessions) .

• Potential Risks / Watch Items

  • Overboarding: service on three other public-company audit committees (four total including Organon). Board formally determined this does not impair effectiveness, but time-commitment risk remains a monitoring point for investors .
  • Concentration of audit leadership across multiple issuers can be a fatigue risk in volatile markets; mitigated by retired status and specialization as acknowledged by the Board .

• Conflicts and Related-Party Exposure

  • Board independence determinations explicitly considered organizational relationships and any transactions; independence affirmed. Related Person Transaction Policy administered by Audit Committee with $100,000 review threshold; no specific related-party transactions involving Ms. Sharp were disclosed in the proxy .

• Director Compensation Structure

  • Mix is primarily fixed cash plus fully vested DSUs; no meeting fees disclosed; 2024 pay for Sharp: $145,000 cash, $200,000 stock awards (total $345,000). 2025 equity retainer increased to $240,000 for directors generally; Korn Ferry engaged as independent consultant for director compensation program .

• Shareholder Feedback Context

  • 2025 Say-on-Pay results for NEOs: 131.5m For, 35.1m Against, 1.36m Abstain; while not director-specific, indicates overall investor sentiment on pay practices .

Overall, Ms. Sharp’s audit leadership, financial expert status, and consistent attendance support board effectiveness. The overboarding exception granted by the Board warrants ongoing monitoring but is mitigated by explicit Board review and her professional background; alignment is reinforced via DSUs and ownership guidelines, with hedging/pledging banned .