Douglas M. Baker, Jr.
Merck & Co.About Douglas M. Baker, Jr.
Douglas M. Baker, Jr. (age 66) is an independent director of Merck & Co., Inc. (MRK), serving since 2022. He is Founding Partner of E2SG Partners and previously served as Executive Chairman and as Chairman & CEO of Ecolab Inc. He currently serves on MRK’s Audit Committee and Research Committee and is designated by the Board as an “audit committee financial expert.” The Board has determined he is independent under NYSE rules (all directors except the CEO are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E2SG Partners | Founding Partner | 2022–present | Focus on investing in environmentally sustainable technologies; governance and operating expertise |
| Ecolab Inc. | Executive Chairman | 2021–2022 | Led global operations in water and hygiene services; prior long-tenured CEO |
| Ecolab Inc. | Chairman & Chief Executive Officer | 2006–2020 | Oversight of global marketing, sales, operations; extensive public-company governance experience |
| Ecolab Inc. | Chief Executive Officer | 2004–2006 | CEO transition period prior to Chairman & CEO role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Target Corporation | Director; former Lead Independent Director | 2013–present; LID 2015–2021 | Current public-company board; deep governance experience |
| Ecolab Inc. | Director | 2006–2022 | Former issuer board service |
| U.S. Bancorp | Director | 2008–2018 | Prior financial sector board service |
Board Governance
- Current MRK committees: Audit and Research; appointed to Research Committee as of Jan 1, 2025 (previously served on Governance Committee). Audit Committee met 8 times in 2024; Research Committee met 4 times.
- Audit Committee “financial expert” designation: Baker (alongside others) is determined to be an SEC-defined audit committee financial expert.
- Independence: 12 of 13 nominees are independent; board committees are solely independent; Baker is independent.
- Attendance and engagement: Board met 6 times; independent directors held 6 executive sessions; all directors attended at least 75% of board and committee meetings; all 12 nominees attended the 2024 annual meeting.
- Lead Independent Director structure: Lead Director role with clearly defined authority; robust independent oversight (committees chaired by independent directors).
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Douglas M. Baker, Jr. | 130,000 | 220,000 | 350,000 |
MRK Director Compensation Program (structure)
| Compensation Element | Amount |
|---|---|
| Annual Retainer (cash) | $120,000 |
| Annual Mandatory Deferral (cash-settled DSUs) | $220,000 credit to Director’s common stock account |
| Audit Committee Member Retainer | $10,000 |
| Committee Chair Retainers | Audit Chair $35,000; Governance Chair $25,000; C&MD Chair $25,000; Research Chair $25,000 |
| Lead Director Retainer | $50,000 (aggregates with Governance Chair to $75,000 effective 4/1/2024) |
| Matching Gift Program | Up to $30,000/year (Merck Foundation) |
Notes
- “All Other Compensation” for directors primarily reflects the mandatory deferral into cash-settled deferred stock units (phantom shares) and any charitable match; Baker’s 2024 amount was $220,000.
Performance Compensation
- Non-employee directors do not receive performance-based cash bonuses or PSU/option awards; compensation comprises cash retainers and mandatory deferrals into cash-settled DSUs.
Company executive incentive metrics (context; directors do not participate)
| Program | Metric | Target | Actual | Weighting | Score |
|---|---|---|---|---|---|
| Annual Company Scorecard (EIP) | Revenue ($B) | 64.00 | 64.41 | 35% | 109% |
| Pre-Tax Income ($B, non-GAAP adj.) | 25.70 | 26.15 | 35% | 115% | |
| Pipeline | — | — | 20% | 128% | |
| Sustainability | — | — | 10% | 100% | |
| PSU (2022–2024) | 3-Year EPS | $21.46 | $26.11 | 50% | 200% |
| 3-Year R-TSR vs peer median | 5.7% peer median | 13.5% MRK | 50% | 139% | |
| Total payout | Scorecard 114%; PSU 169% |
Other Directorships & Interlocks
- Current public boards: Target Corporation (2013–present; former Lead Independent Director 2015–2021). Former boards: Ecolab Inc.; U.S. Bancorp.
- Related party transactions: Governance Committee’s annual review determined no related person transactions requiring disclosure for 2024.
- Hedging/pledging: Company policy prohibits directors from hedging or pledging MRK stock.
Expertise & Qualifications
- Wide-ranging corporate governance and organizational management expertise; deep experience in global marketing, sales, and operations from Ecolab CEO/Chairman tenure.
- Public company governance depth via Target (current), Ecolab and U.S. Bancorp (prior).
- Financial oversight credentials: designated audit committee financial expert.
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom Stock Units | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Douglas M. Baker, Jr. | 16,000 | 6,416 | 22,416 | Each director/officer <1%; MRK shares outstanding 2,521,758,443 (as of 3/3/2025) |
Director stock ownership guidelines
- Requirement: 5x annual cash retainer within five years of joining; DSUs count toward target; all directors with ≥3 years of service have met/exceeded guidelines as of 12/31/2024.
Governance Assessment
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Strengths for investor confidence
- Independence and oversight: Baker is independent; serves on two independent committees, with “financial expert” status enhancing Audit oversight.
- Engagement: Board and committees met regularly; all directors met ≥75% attendance; independent directors held executive sessions at every regular meeting.
- Alignment: Director pay includes mandatory deferral into stock-denominated DSUs and robust ownership guidelines; hedging/pledging prohibited.
- Conflicts: No related person transactions requiring disclosure; Compensation Committee reported no interlocks or insider participation in 2024.
-
Potential risks/RED FLAGS
- None disclosed specific to Baker (no related-party transactions, no pledging/hedging, no attendance issues reported).
-
Company-level signals (context)
- Strong say-on-pay support (≈94% in 2024), ongoing use of independent compensation consultants (FW Cook), and clear clawback policy coverage indicate disciplined pay and governance practices.