Robert M. Davis
Duke EnergyAbout Robert M. Davis
Robert M. Davis (age 58) has served as an independent director of Duke Energy since 2018 and is Chairman and CEO of Merck & Co., Inc. (Chairman since Dec 2022; CEO since Jul 2021; President Apr–Jun 2021; EVP Global Services since 2016; CFO since Apr 2014) . He chairs Duke’s Finance and Risk Management Committee and sits on the Corporate Governance Committee, bringing deep expertise in regulatory matters, finance, risk management, technology/cybersecurity, and legal training (Doctor of Jurisprudence) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merck & Co., Inc. | Chairman of the Board | Since Dec 2022 | Current role |
| Merck & Co., Inc. | Chief Executive Officer | Since Jul 2021 | Current role |
| Merck & Co., Inc. | President | Apr–Jun 2021 | Oversaw Human Health, Animal Health, Manufacturing, and Merck Research Laboratories |
| Merck & Co., Inc. | EVP, Global Services | Since 2016 | Responsible for IT and procurement |
| Merck & Co., Inc. | Chief Financial Officer | Since Apr 2014 | Led finance, real estate operations, corporate strategy, and business development |
| Baxter International Inc. | Corporate VP; President, Medical Products; President, Renal; CFO; Treasurer | 2004–2014 | Multiple leadership roles prior to joining Merck in 2014 |
| Eli Lilly and Company | Various finance and management roles | 14 years ending before 2004 | Positions of increasing responsibility prior to Baxter |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Chairman & CEO; Director | Current | Extensive regulatory, finance, risk, and technology/cyber oversight experience |
Board Governance
- Committee assignments: Chair, Finance and Risk Management Committee; Member, Corporate Governance Committee .
- Committee activity: Finance and Risk Management met 4 times in 2024; Corporate Governance met 5 times .
- Independence: Board determined all non‑employee directors (including Mr. Davis) are independent under NYSE/SEC rules; Board committees are 100% independent .
- Attendance and engagement: Board met 7 times in 2024; overall attendance ~99%, with all directors attending ≥75% of meetings; independent directors meet in executive session at each regularly scheduled Board meeting; all directors present at the May 9, 2024 annual meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Finance and Risk Management | Chair | 4 |
| Corporate Governance | Member | 5 |
Fixed Compensation (Director)
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 155,000 |
| Stock Awards (Grant Date Fair Value) | 175,000 |
| All Other Compensation | 8,756 |
| Total | 338,756 |
- Equity details: In May 2024, each sitting director received an annual stock retainer of 1,699 fully vested shares under the 2023 LTIP; directors may elect to defer stock or cash under the Directors’ Savings Plan .
- Stock ownership guidelines: Minimum 5x annual Board cash retainer ($625,000); all directors were compliant as of Dec 31, 2024 .
All Other Compensation Breakdown (2024):
| Item | Amount ($) |
|---|---|
| Business Travel Accident Insurance | 256 |
| Charitable Contributions | 8,500 |
| Other (aircraft/tickets) | 0 |
Performance Compensation (Director)
- Duke’s director pay program comprises cash retainers and fully vested equity; no performance‑based metrics, options, or PSUs are disclosed for non‑employee directors .
| Director Incentive Component | Performance-Based? | Vesting/Terms |
|---|---|---|
| Annual Stock Retainer | No | Fully vested shares at grant; deferrable under Directors’ Savings Plan |
Other Directorships & Interlocks
- Current public company board: Merck & Co., Inc. .
- Director overboarding policy: Max 4 other public boards without prior Board approval; all directors compliant .
- Related party transactions: Since Jan 1, 2024, no related person transactions required approval or report under SEC rules; routine utility service to directors/officers under ordinary terms; affiliate transactions immaterial to associated parties .
Expertise & Qualifications
- Regulatory, finance, and risk management expertise from roles as Merck CEO/Chairman and prior CFO; enterprise risk overseen while CFO .
- Technology and cybersecurity oversight from direct responsibility at Merck and Baxter; legal training (Doctor of Jurisprudence) supporting governance and risk discussions .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially Owned Shares | 13,704 |
| Right to Acquire within 60 days | 2,651 |
| Units (Directors’ Savings Plan; economically equal to shares, not equity) | 13,704 |
| Shares Outstanding (as of Mar 3, 2025) | 777,021,683 |
| Ownership (% of outstanding) | ~0.0018% (13,704 / 777,021,683) |
| Hedging/Pledging | Prohibited under insider trading policy |
| Ownership Guidelines Compliance | All directors compliant as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent status; chairs the risk‑focused Finance and Risk Management Committee; strong attendance culture; equity alignment with robust ownership guidelines; prohibition on hedging/pledging; no related‑party transactions or disclosed conflicts; active Board refreshment and independent executive sessions .
- Potential watch items: Dual demands from serving as Merck Chairman/CEO may pose time‑commitment risk, though Duke’s overboarding policy and annual independence determinations mitigate concerns; current external board service limited to Merck, within policy .
- Overall investor-confidence signal: Chairing enterprise risk oversight, high attendance, and compliance with stringent governance policies support board effectiveness and alignment for Duke shareholders .