Healthcare
Organon & Co. (OGN)
Data as of July 17, 2026
Environment story
Organon demonstrates material environmental disclosure gaps and greenwashing indicators. The company provides no quantified Scope 1, 2, or 3 emissions data in the 10-K, making rigorous assessment impossible. No net-zero target year is disclosed. The 10-K identifies climate change and natural disasters as operational risks but offers no mitigation strategy, decarbonization infrastructure investments, or renewable energy commitments. The company acknowledges that 'corporate citizenship and sustainability matters' create business risk due to regulatory divergence between U.S. and EU frameworks, suggesting reactive rather than proactive environmental posture. Material weakness in internal controls (identified October 2025) further undermines confidence in any future environmental reporting. The company's primary environmental disclosures focus on compliance burdens rather than genuine mitigation initiatives.
Criticisms on file
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Complete absence of Scope 1, 2, and 3 emissions disclosure in SEC 10-K filing despite regulatory and investor pressure for such reporting.Source: OGN 10-K (2025), Item 1A Risk Factors; MD&A section contains no environmental metrics.
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No disclosed net-zero target or climate commitment; regulatory fragmentation cited as business risk rather than opportunity for leadership.Source: OGN 10-K (2025): 'Our global business could be negatively impacted by corporate citizenship and sustainability matters, which are viewed differently by the U.S. presidential administration and certain U.S. states than under various EU frameworks.'
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Material weaknesses in internal control over financial reporting identified October 2025, undermining credibility of any disclosed environmental or ESG metrics.Source: OGN 10-K (2025), Item 9A Controls and Procedures; Item 1A Risk Factors.
Disclosed initiatives
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Climate Risk Acknowledgment10-K lists 'business and operations are subject to risks related to climate change and natural disasters' as a risk factor.Reactive disclosure only; no mitigation plan or capital allocation identified.
Social story
Organon exhibits moderate social performance with significant governance and transparency deficits. The company discloses no CEO-to-worker pay ratio, diversity percentages, or detailed labor practices in the 10-K. Leadership turnover is acute: the CEO resigned October 26, 2025 in connection with internal investigation into improper sales practices for Nexplanon (asking wholesalers to purchase greater quantities than demand warranted). A temporary CEO and interim leadership structure is in place with no permanent replacement timeline disclosed. No evidence of union-suppression activities or strikes in the 10-K; labor relations posture is not explicitly addressed. Supply-chain ethics disclosures are absent—no cobalt, lithium, conflict minerals, or human-rights audit statements are presented. The company's reliance on third-party manufacturers (particularly in China for a significant portion of products) is acknowledged but not audited for human-rights compliance. Diversity and inclusion are mentioned as cultural values ('inclusion and belonging at our core') but quantified representation is not provided.
Criticisms on file
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CEO Kevin Ali resigned October 26, 2025 in connection with Audit Committee investigation into improper sales practices for Nexplanon; investigation found company asked two wholesalers to purchase greater quantities of Nexplanon than wholesaler demand warranted during 'Relevant Periods'.Source: OGN 10-K (2025), Item 1A Risk Factors: 'the Audit Committee's investigation focused on our sales of Nexplanon to wholesalers in the United States. The investigation found that we asked two wholesalers in the United States to purchase greater quantities of Nexplanon during the Relevant Periods than they otherwise would have purchased based on wholesaler demand.'
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Material weaknesses in internal control over financial reporting identified in connection with sales practices investigation; disclosure controls and procedures deemed ineffective as of December 31, 2024 and 2025.Source: OGN 10-K (2025), Item 1A Risk Factors; Item 9A Controls and Procedures.
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SEC opened investigation October 26, 2025 following company's voluntary self-disclosure of Audit Committee investigation findings.Source: OGN 10-K (2025), Item 1A Risk Factors: 'On October 26, 2025, we made a voluntary self-disclosure to the SEC to advise it of the Audit Committee's investigation, and the SEC subsequently opened an investigation into these matters.'
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No disclosed diversity metrics (gender, racial/ethnic, leadership representation) or supply-chain human-rights audits despite global operations and reliance on third-party manufacturers in high-risk geographies (China, emerging markets).Source: OGN 10-K (2025), Item 1A Risk Factors; no EEO-1 or diversity disclosure found in provided excerpts.
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Leadership pipeline instability: CEO vacancy, interim CEO appointment, Executive Chair appointment, Lead Independent Director appointment all concurrent with ongoing SEC/Audit Committee investigations.Source: OGN 10-K (2025), Item 1A Risk Factors: 'If we fail to appoint, hire and retain a permanent CEO, other members of our senior management, or other key employees, our business may suffer.' And: 'On October 26, 2025, Kevin Ali resigned as our CEO and as a member of our Board in connection with the Audit Committee's internal investigation...Concurrently, Joseph Morrissey was appointed our Interim CEO.'
Disclosed initiatives
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Inclusion and Belonging Culture10-K states: 'We strive to build a strong culture with inclusion and belonging at our core, believing that this is fundamental to success and future innovation.'Aspirational statement; no quantified diversity metrics, programs, or accountability mechanisms disclosed.
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Third-Party Labor Oversight10-K notes reliance on third-party manufacturers and distributors globally, particularly for China market operations.No supply-chain audits, human-rights assessments, or ethical sourcing certifications disclosed.
Governance story
Organon's governance framework is materially weakened by acute control deficiencies and investigative proceedings. Material weaknesses in internal control over financial reporting were identified in connection with the October 2025 Audit Committee investigation into improper Nexplanon sales practices to wholesalers. Disclosure controls and procedures were determined ineffective as of December 31, 2024 and 2025. The SEC opened a formal investigation following the company's October 26, 2025 voluntary self-disclosure. Board independence percentage is not disclosed in the 10-K excerpts provided. The company does not employ a dual-class share structure (verified by no mention of such provisions). Lobbying expenditures are not quantified in the 10-K. The company faces significant indebtedness ($8.6 billion as of December 31, 2025, including $3.6 billion maturing in 2028) and has shifted capital allocation to debt reduction, cutting the quarterly dividend by 90% in 2025. The Nexplanon sales practice findings and SEC investigation represent material governance failures in sales ethics oversight and financial reporting controls. Leadership transition (CEO resignation, interim CEO appointment, Executive Chair designation) occurred during the investigation period.
Criticisms on file
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Material weaknesses in internal control over financial reporting identified in connection with Audit Committee investigation into improper sales practices for Nexplanon; disclosure controls and procedures determined ineffective as of December 31, 2024 and December 31, 2025.Source: OGN 10-K (2025), Item 1A Risk Factors: 'We identified material weaknesses in our internal control over financial reporting, which could impact our ability to report our results of operations and financial condition accurately and in a timely manner.'
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Audit Committee investigation found that company asked two U.S. wholesalers to purchase greater quantities of Nexplanon than wholesaler demand warranted during unspecified 'Relevant Periods'; improper sales practice constitutes breach of sales ethics controls.Source: OGN 10-K (2025), Item 1A Risk Factors: 'The Audit Committee's investigation focused on our sales of Nexplanon to wholesalers in the United States. The investigation found that we asked two wholesalers in the United States to purchase greater quantities of Nexplanon during the Relevant Periods than they otherwise would have purchased based on wholesaler demand.'
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SEC opened formal investigation October 26, 2025 following company's voluntary self-disclosure of Audit Committee findings; potential for material fines, penalties, and remediation requirements.Source: OGN 10-K (2025), Item 1A Risk Factors: 'On October 26, 2025, we made a voluntary self-disclosure to the SEC to advise it of the Audit Committee's investigation, and the SEC subsequently opened an investigation into these matters.' And Note 18 'Contingencies—Governmental Proceedings' to Consolidated Financial Statements.
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CEO Kevin Ali resigned October 26, 2025 in connection with investigation; permanent CEO replacement timeline unknown; interim leadership structure appointed during period of governance uncertainty.Source: OGN 10-K (2025), Item 1A Risk Factors: 'On October 26, 2025, Kevin Ali resigned as our CEO and as a member of our Board in connection with the Audit Committee's internal investigation...The Board has formed a Search Committee and engaged a nationally recognized search firm to assist in selecting a permanent CEO. The timeline for identifying, retaining and integrating a new CEO is currently unknown.'
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Significant incurrence of audit, legal, forensic accounting, consulting and other professional fees in connection with Audit Committee investigation and remediation; potential for substantial additional expense and/or litigation.Source: OGN 10-K (2025), Item 1A Risk Factors: 'We have incurred significant expenses, including audit, legal, forensic accounting, consulting and other professional fees, in connection with the Audit Committee investigation and related matters, and we may incur additional time and expense as a result of the investigation.'
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Indemnification agreements with all directors and certain officers; D&O insurance may not cover all claims arising from investigation; company may be exposed to substantial uninsured liabilities.Source: OGN 10-K (2025), Item 1A Risk Factors: 'We have previously entered into indemnification agreements with each of our directors and certain of our officers, and our Amended and Restated Bylaws require us to indemnify each of our directors and officers.'
Disclosed initiatives
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Remediation Plan for Material WeaknessesCompany developed remediation plan with Audit Committee oversight to address ineffective disclosure controls and internal controls over financial reporting. Remediation plan described in Item 9A Controls and Procedures.Remediation effectiveness cannot be assessed until controls operate for sufficient period; significant ongoing expense for audit, legal, forensic accounting, and consulting fees.
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Leadership Changes in Response to InvestigationAppointment of new Interim CEO (Joseph Morrissey), Executive Chair (Carrie S. Cox), Lead Independent Director, and termination/replacement of Interim Head of U.S. Commercial & Government Affairs.Leadership transition intended to restore governance credibility; permanent CEO search timeline unknown.
These are Missionomics' own editorial scores — directional signals built from disclosed facts under a published method, not certifications or definitive ratings of Organon & Co.. Coverage and confidence vary by data point, and figures can lag real-world changes. Read the full Methodology for sourcing, scoring, and correction details — or open Organon & Co. in the app for interactive charts and portfolio building.
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