Vittorio Nisita
Organon &About Vittorio Nisita
Vittorio Nisita is Executive Vice President and Head of Enterprise Services & Solutions at Organon, serving as an executive officer since 2021 and age 57 in the 2025 proxy . He leads Organon’s global enterprise services operating model to enhance agility, efficiency, quality and innovation; prior roles include VP Commercial Operations (International) at Merck from 2017 and earlier leadership in emerging markets, corporate strategy and global operational excellence; he previously worked at McKinsey & Co. and led engineering/manufacturing operations at Kimberly‑Clark and Georgia‑Pacific; he holds an MBA from Northwestern (Kellogg) and a BS in Mechanical Engineering from the University of Minnesota . Company performance context for incentive alignment: 2024 constant‑currency revenue grew 3% and adjusted EBITDA margin was 30.6%, driving a 134% AIP payout; 2021 and 2022 PSU cycles paid 50.87% and 58.75% of target, respectively; PSUs include a relative TSR component vs the NYSE Arca Pharmaceutical Index .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Organon | EVP, Head of Enterprise Services & Solutions (formerly Global Business Services) | 2021–Present | Drives operating model and integrated governance for shared services to enhance agility, efficiency, quality, innovation |
| Merck | VP, Commercial Operations – International | 2017–2021 | Supported country teams in strategy, digital transformation, sales/marketing operations and excellence |
| Merck | Leadership roles in Emerging Markets, Corporate Strategy, Global Operational Excellence | Prior to 2017 (nearly two decades total at Merck) | Led initiatives across markets and functions underpinning operational excellence |
| McKinsey & Co. | Consultant | n/a | Supported telecom and banking clients |
| Kimberly‑Clark | Engineering/Manufacturing Operations Leadership | n/a | Led engineering and manufacturing operations |
| Georgia‑Pacific | Engineering/Manufacturing Operations Leadership | n/a | Led engineering and manufacturing operations |
External Roles
- No public company board roles for Nisita are disclosed in Organon’s 2024–2025 proxy executive officer biographies reviewed .
Fixed Compensation
- Individual salary/bonus for Nisita is not disclosed (he is not among the 2024 Named Executive Officers listed); Organon’s program comprises base salary, Annual Incentive Plan (AIP), and long‑term equity incentives (PSUs/RSUs/NQSOs) .
- 2024 AIP metrics and weightings applied company‑wide for AIP participants: Revenue (40%), Adjusted EBITDA (40%), Organizational Health (20%) .
Performance Compensation
2024 Annual Incentive Plan (Company Scorecard results)
| Metric | Weighting (%) | Threshold ($B) | Target ($B) | Max ($B) | Actual ($B) | Score (%) | Weighted Score (%) |
|---|---|---|---|---|---|---|---|
| Revenue (constant currency) | 40 | 5.968 | 6.417 | 6.610 | 6.497 | 120.8 | 48 |
| Adjusted EBITDA | 40 | 1.849 | 2.054 | 2.198 | 2.109 | 119.0 | 48 |
| Organizational Health Priorities | 20 | n/a | n/a | n/a | n/a | 190.0 | 38 |
| Overall Payout | — | — | — | — | — | — | 134 |
- Adjusted EBITDA was defined for AIP purposes and reported at $2.109B after adjustments; revenue was adjusted to $6.497B for AIP purposes .
Long‑Term Incentive (LTI) design and PSU metrics
| Instrument / Metric | Weighting (%) | Performance period | Vesting / Payout structure |
|---|---|---|---|
| PSUs (aggregate) | 50 | 3‑year (2024–2026 for 2024 grant) | 3‑year cliff; 50–200% payout range; capped at target if absolute TSR is negative |
| • Three‑year cumulative Free Cash Flow | 50 of PSU | 2024–2026 | Subject to 2‑year cumulative Adjusted EBITDA threshold for any payout on financial components |
| • Three‑year cumulative Constant Currency Revenue | 25 of PSU | 2024–2026 | Subject to 2‑year cumulative Adjusted EBITDA threshold (financial components) |
| • Relative TSR vs NYSE Arca Pharmaceutical Index | 25 of PSU | 2024–2026 | Threshold at 25th percentile (50% payout), target at 55th (100%), max at 75th (200%) |
| RSUs | 25 | n/a | 3‑year ratable (1/3 per anniversary) |
| NQSOs | 25 | n/a | 3‑year ratable (1/3 per anniversary) |
- Historical realization: 2021 and 2022 PSU awards vested at 50.87% and 58.75% of target, respectively, reflecting performance vs preset goals .
Equity Ownership & Alignment
| Policy / Guideline | Requirement / Status |
|---|---|
| Executive stock ownership guideline (non‑CEO) | 3× base salary for executive officers other than CEO |
| Holding requirement until guideline met | Retain 50% of after‑tax shares from option exercises/RSU/PSU vesting (CEO 75%) until in compliance |
| Hedging and pledging | Prohibited for directors and specified key employees, including officers |
| Clawback policy | Recovery of excess incentive comp upon restatement (3‑year lookback) and broader recoupment for egregious conduct |
| Equity grant timing | Annual grants generally on last business day of March; off‑cycle on certain events (e.g., hires/promotions) |
- Beneficial ownership by individual executive officers not named as NEOs (including Nisita) is not itemized in the proxy; the table lists NEOs and directors and the group aggregate (259,956,063 shares outstanding as of April 14, 2025) .
Employment Terms
| Scenario (Exec officers other than CEO) | Cash multiple (base + target bonus) | AIP pro‑rata | Benefits continuation | Trigger type / timing | Other terms |
|---|---|---|---|---|---|
| Termination without cause (non‑CIC) | 1.0× | Pro‑rata if termination occurs between June 30–Dec 31 of year | Up to 12 months subsidized medical/dental (CEO differs); prior Merck/Organon service 20+ years eligible for up to 78 weeks medical/dental | Single trigger (termination without cause) | Release required; may include restrictive covenants; severance forfeitable for certain misconduct |
| Termination without cause or resignation for good reason in connection with Change in Control | 2.0× | Pro‑rata | Lump sum to offset costs of continued medical/dental up to 24 months | Double trigger within 2 years post‑CIC | Excise tax cutback to maximize after‑tax amounts |
Investment Implications
- Pay‑for‑performance alignment appears credible: annual incentives tied to revenue and adjusted EBITDA (80% weight) and organizational health (20%), with above‑target 2024 company results producing a 134% payout; LTI is majority PSU with three‑year cumulative FCF, constant‑currency revenue, and relative TSR, plus an EBITDA “circuit breaker” on financial PSU components .
- Retention risk is moderated by standard severance (1× non‑CIC; 2× double‑trigger CIC for executive officers) and multi‑year vesting on equity (RSUs/NQSOs vest ratably; PSUs cliff at 3 years), while prohibitions on hedging/pledging and robust clawback strengthen alignment and reduce governance risk .
- Potential insider selling pressure is structurally limited by ownership/holding requirements and trading policy, but vesting schedules and typical late‑March annual grant cadence can create periodic liquidity events (subject to blackout/policy controls) .
- Governance backdrop: 2024 say‑on‑pay received ~84% support; compensation benchmarking uses a defined healthcare peer group and independent consultant (Korn Ferry), with no CIC tax gross‑ups and prohibition of option repricing without shareholder approval—supportive for investor confidence .
Note: Nisita is an executive officer but not listed among the 2024 Named Executive Officers; his individual pay and share ownership are not itemized in the proxy tables and therefore are not disclosed in the materials reviewed .