Christine E. Seidman, M.D.
Merck & Co.About Christine E. Seidman, M.D.
Christine E. Seidman, M.D., is an independent director of Merck & Co., Inc. (MRK) serving since 2020; she is 72 years old and a renowned physician-scientist specializing in cardiovascular genetics . She is the Thomas W. Smith Professor of Medicine and Genetics at Harvard Medical School, Director of the Cardiovascular Genetics Center at Brigham and Women’s Hospital, and a Howard Hughes Medical Institute Investigator, reflecting deep scientific and clinical leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School/Brigham and Women’s Hospital | Thomas W. Smith Professor of Medicine and Genetics | 2005–present | Leads Seidman Lab; integrates clinical medicine and molecular genetics for disease gene discovery |
| Harvard Medical School/Brigham and Women’s Hospital | Professor of Genetics and Medicine | 1998–2005 | Academic leadership in genetics and cardiology |
| Harvard Medical School | Professor of Medicine | 1997–1998 | Medical faculty leadership |
| Howard Hughes Medical Institute | Investigator | 1994–present | Competitive grant-funded research excellence |
| Brigham and Women’s Hospital | Director, Cardiovascular Genetics Center | 1992–present | Founded and directs center; clinical-genetic integration in cardiology |
| Brigham and Women’s Hospital | Attending Physician, Cardiovascular Division | 1987–present | Patient care leadership in cardiology |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public company directorships; reduces interlock/conflict risk |
| Awards/Recognition | Ray C. Fish Award; AHA Medal for Genomic & Precision Medicine; Vanderbilt Prize | 2019–2020 | Recognition for genomic and precision medicine leadership |
Board Governance
- Committee memberships: Audit Committee member; Research Committee member (not Chair) . Audit Committee chaired by Pamela J. Craig; Research Committee chaired by Paul B. Rothman, M.D. .
- Committee meeting cadence (2024): Audit (8); Research (4). Board met 6 times; independent directors met in 6 executive sessions. All directors attended at least 75% of Board and committee meetings; all 12 directors nominated for the 2024 annual meeting attended that meeting .
- Independence: Board determined all directors other than CEO are independent; all standing committees comprised solely of independent directors .
Fixed Compensation
| Element | Amount/Detail | Notes |
|---|---|---|
| Annual retainer (cash) | $120,000 | Paid quarterly; may be voluntarily deferred |
| Audit Committee member retainer (cash) | $10,000 | Included in Audit Chair retainer; members receive $10k |
| Mandatory deferral (phantom shares) | $220,000 credited in Company common stock account | Cash-settled deferred stock units (DSUs) |
| 2024 fees earned (cash) | $130,000 | Matches $120k base + $10k Audit member retainer |
| 2024 all other compensation | $245,000 | Includes $220k DSU credit and $25k Merck Foundation matching gifts |
| 2024 total director compensation | $375,000 | Sum of cash fees and all other comp |
| Stock ownership guideline | 5x annual cash retainer within 5 years; DSUs count toward goal | All directors serving ≥3 years met/exceeded the guideline |
Performance Compensation
| Metric/Vehicle | Applicability to Directors | Evidence |
|---|---|---|
| Performance Share Units (PSUs) tied to EPS/TSR | Not used for non-employee directors | Directors receive cash and cash-settled deferred stock units; no options or PSUs disclosed for directors |
| Annual incentive metrics (Revenue, Pre-Tax Income, Pipeline, Sustainability) | For executives (NEOs), not directors | Company scorecard drives NEO annual incentives, not director pay |
| Options (strike, vesting, expirations) | Not part of director compensation | Director program schedule shows cash and DSUs only |
Other Directorships & Interlocks
| Company/Institution | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|
| None (public companies) | — | — | No public company interlocks; lowers conflict risk |
| Academic/medical institutions | Professor/Director | — | Company has routine transactions with some institutions; Board determined immaterial (<2% of revenues), no involvement by her in MRK decisions |
Expertise & Qualifications
- Scientific/technology expertise: Extensive; elected to National Academy of Sciences, National Academy of Medicine, American Academy of Arts and Sciences; cardiovascular genetics leader .
- Healthcare industry expertise: Deep clinical and translational science experience aligned with MRK R&D oversight .
- Public company governance: MRK board service since 2020; contributes scientific rigor to Research Committee and risk oversight in Audit Committee .
Equity Ownership
| Holder | Common Shares | Phantom Stock Units (DSUs) | Total Beneficial | % of Shares Outstanding |
|---|---|---|---|---|
| Christine E. Seidman, M.D. | 100 | 15,287 | 15,387 | ~0.000004% (100 ÷ 2,521,758,443) |
| MRK shares outstanding (reference) | — | — | 2,521,758,443 | — |
- Hedging/Pledging: Prohibited for directors and officers under MRK policy, reinforcing alignment .
- Ownership guideline compliance: Directors serving at least three years have met/exceeded guideline; Seidman has served since 2020 and is within the compliant cohort .
Governance Assessment
- Board effectiveness: Active engagement through Audit (cybersecurity, ERM, compliance) and Research (R&D strategy and integrity). Seidman’s scientific depth strengthens Research Committee oversight of pipeline and scientific integrity .
- Independence and attendance: Independent; attends at least 75% of Board/committee meetings; participates in committees with rigorous charters, supporting investor confidence .
- Compensation and alignment: Director pay structured as fixed cash plus mandatory DSUs; no performance-linked director pay (reduces short-termism risk). Ownership guidelines and hedging/pledging bans enhance alignment .
- Conflicts/related-party exposure: MRK’s ordinary-course transactions with institutions affiliated with Seidman were reviewed and deemed immaterial (<2% of revenues) with no involvement by her, mitigating conflict risk .
- Broader signals: MRK’s strong say-on-pay support (94%) and robust governance practices (independent committees, executive sessions, proxy access, clawback policy for executives) indicate disciplined oversight culture supporting investor confidence .
RED FLAGS: None identified specific to Dr. Seidman. No hedging/pledging, no related-party transactions requiring Item 404 disclosure, no other public board interlocks; attendance threshold met .