Inge G. Thulin
Merck & Co.About Inge G. Thulin
Independent director of Merck & Co., Inc. (MRK) since 2018; age 71. Former Chairman, President and CEO of 3M Company with extensive global management, operations, technology, and innovation experience. Currently serves on Merck’s Compensation & Management Development (C&MD) Committee and Governance Committee; not a committee chair. Twelve of thirteen MRK director nominees are independent; all committees are composed solely of independent directors.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3M Company | Executive Chairman | 2018–2019 | Led board oversight post-CEO tenure. |
| 3M Company | Chairman, President & CEO | 2012–2018 | Chief executive leadership across diversified industrial and life sciences businesses. |
| 3M Company | President & CEO | 2012 | Transition into CEO role. |
| 3M Company | EVP & Chief Operating Officer | 2011–2012 | Enterprise operations leadership. |
| 3M Company | EVP, International Operations | 2004–2011 | Global strategy and operations leadership. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Director | 2012–2019 | Public company governance experience. |
| Chevron Corporation | Director | 2015–2019 | Exposure to energy sector governance and risk. |
Board Governance
- Committee assignments: Member, C&MD Committee and Governance Committee; not a chair. 2024 meetings held: C&MD (5), Governance (4).
- Attendance and engagement: All directors attended at least 75% of Board and applicable committee meetings in 2024; independent directors met in six executive sessions; all 12 directors nominated for the 2024 annual meeting attended.
- Independence: Board determined all directors except the CEO are independent; all members of Audit, C&MD, and Governance Committees independent under NYSE/SEC rules.
- Shareholder engagement signals: Say‑on‑pay support ~94% in 2024, indicating broad investor confidence in pay practices overseen by C&MD (context for committee effectiveness).
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation & Management Development | Member | 5 |
| Governance | Member | 4 |
Fixed Compensation
MRK pays non‑employee directors a cash retainer plus a mandatory annual deferral into cash‑settled deferred stock units (phantom stock). Thulin is not a committee chair and receives no meeting fees.
| Metric | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $120,000 | $120,000 |
| Annual mandatory deferral (phantom stock units) | $220,000 | $220,000 |
| Committee chair/member fees applicable | None (not a chair; no Audit member fees) | None (not a chair; no Audit member fees) |
| Total reported director compensation | $340,000 | $340,000 |
Program updates: Effective Apr 1, 2024, Lead Director retainer increased to $50k and committee chair retainers increased to $25k; Audit Chair retainer is $35k (includes $10k Audit member fee). Thulin does not hold these roles.
Performance Compensation
- No performance‑based equity or options for directors; MRK grants cash‑settled deferred stock units via the Directors’ Deferral Plan, payable in cash after service ceases (no earlier than one year).
- Directors receive no stock options or PSUs; no performance metrics (EPS, TSR, etc.) apply to director compensation.
| Element | Structure | Metrics/Vesting |
|---|---|---|
| Deferred stock units (phantom shares) | Mandatory annual credit to director’s account | Cash‑settled; distributions post‑service; no performance metrics. |
| Options/PSUs | Not granted to directors | N/A. |
Other Directorships & Interlocks
- Current public company boards: None.
- Prior public company boards: 3M Company; Chevron Corporation.
- Committee interlocks: MRK reports no C&MD interlocks or insider participation in 2024.
- Related‑party transactions: Governance Committee determined no transactions required disclosure under Item 404(a) for 2024/2025; Board considered relationships and found immaterial.
Expertise & Qualifications
- Executive leadership and global operations (3M CEO/COO; international operations).
- Public company governance experience (service on 3M and Chevron boards).
- Technology/innovation and manufacturing/product development insights relevant to MRK’s scaling and operations.
Equity Ownership
- Stock ownership guidelines: Directors must hold stock equal to 5x annual cash retainer within five years; as of Dec 31, 2024, all directors with ≥3 years of service met/exceeded requirements (Thulin joined in 2018).
- Hedging/pledging: Prohibited for directors and officers under MRK’s insider trading policy.
| Metric | As of Feb 29/Mar 3 (Year) | 2024 | 2025 |
|---|---|---|---|
| Shares beneficially owned | Count | 100 | 2,933 |
| Phantom stock units (deferred) | Units | 19,360 | 21,685 |
| Total (beneficial + phantom units) | Units | 19,460 | 24,618 |
| Ownership % of common shares outstanding | % | <1% (each director) | <1% (each director) |
| Shares pledged as collateral | Status | None disclosed; pledging prohibited policy‑wide | None disclosed; pledging prohibited policy‑wide |
Governance Assessment
- Alignment and independence: Thulin is independent and serves on two key governance committees, providing oversight of executive compensation, human capital, privacy/manufacturing governance, and board composition; all members of these committees are independent.
- Attendance and engagement: Board/committee attendance thresholds met; robust executive sessions; positive say‑on‑pay results (~94% in 2024) indicate investor support for compensation oversight.
- Ownership alignment: Meets long‑standing stock ownership guidelines; holds phantom stock units that economically align with shareholder value; hedging/pledging prohibited.
- Conflicts and related‑party exposure: No Item 404 related‑party transactions; no C&MD interlocks; prior external boards (3M, Chevron) do not indicate current MRK interlocks or disclosed conflicts.
- Compensation structure: Director pay is primarily fixed cash plus mandatory equity‑linked deferral; no performance awards—minimizes pay‑for‑performance criticisms for directors while maintaining alignment.
Overall signal: Independent status, consistent attendance, and compliance with ownership guidelines support governance effectiveness and investor confidence; absence of related‑party transactions and hedging/pledging reduces conflict risk.