Kathy J. Warden
Merck & Co.About Kathy J. Warden
Independent director of Merck & Co., Inc. (MRK), age 53, serving since 2020; currently sits on the Compensation & Management Development (C&MD) and Governance Committees (moved from Audit to C&MD effective January 1, 2025). Warden is Chair, CEO and President of Northrop Grumman, with deep expertise in operational leadership, strategy, business development in government and commercial markets, and cybersecurity; she previously held leadership roles at General Dynamics and General Electric and chaired the board of the Richmond Federal Reserve Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Chair, Chief Executive Officer and President | 2019–present | Operational leadership; strategy, performance, business development; cybersecurity expertise |
| Northrop Grumman Corporation | President and Chief Operating Officer | 2018 | Executive operations leadership |
| Northrop Grumman Corporation | Corporate VP & President, Mission Systems | 2016–2017 | Business unit leadership |
| Northrop Grumman Corporation | Corporate VP & President, Information Systems | 2013–2015 | Business unit leadership |
| Northrop Grumman Corporation | Vice President, Cyber Intelligence Division | 2011–2012 | Cybersecurity focus |
| General Dynamics; General Electric | Senior leadership roles | Not disclosed | Strategy and business development |
| Federal Reserve Bank of Richmond | Chair of the board | Former role (dates not disclosed) | Public policy and governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northrop Grumman Corporation | Director | 2018–present | Current other public directorship |
| Northrop Grumman Corporation | Chair, CEO, President | 2019–present | Operating executive and board leader |
Board Governance
- Independence: Independent under NYSE standards; all MRK standing committees (Audit, C&MD, Governance, Research) are composed solely of independent directors .
- Committee assignments: Member, C&MD and Governance; appointed to C&MD effective Jan 1, 2025 (previously Audit) .
- Meeting attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; Board met six times, independent directors held six executive sessions; committee meetings in 2024—Audit: 8; C&MD: 5; Governance: 4; Research: 4 .
- Lead independent director oversight: Robust independent leadership with defined authorities; executive sessions led by Lead Director .
| Committee | Warden Role | Meetings in 2024 |
|---|---|---|
| Audit | Member (through 2024) | 8 |
| C&MD | Member (from Jan 1, 2025) | 5 (committee met 2024) |
| Governance | Member | 4 |
Fixed Compensation
| Element | Amount ($) | Detail |
|---|---|---|
| Annual Retainer (cash) | 120,000 | Standard director cash retainer |
| Audit Committee Member Retainer | 10,000 | Applies to Audit members; included in cash fees |
| Fees Earned or Paid in Cash (FY2024) | 130,000 | Warden’s 2024 cash compensation |
| Annual Mandatory Deferral (cash-settled DSUs) | 220,000 | Credited to director’s Merck common stock account under Deferred Payment Plan |
| Total (FY2024) | 350,000 | Cash + mandatory DSU credit |
- Compensation mix: Cash $130,000 and DSUs $220,000; program is structured as fixed cash plus equity deferral, not options-based .
Performance Compensation
| Component | Performance Metrics | Vesting/Settlement | Amount ($) |
|---|---|---|---|
| Deferred Stock Units (DSUs) | None disclosed for non-employee directors; program specifies cash-settled DSUs | Cash-settled; vesting terms not disclosed | 220,000 (FY2024 credit) |
Merck’s director program provides cash compensation and cash-settled DSUs; the proxy does not disclose performance metrics or stock option awards for non-employee directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Northrop Grumman Corporation | Aerospace & Defense | Director; Chair, CEO & President | No Merck-related person transactions requiring disclosure for 2024; board determined immaterial relationships and independence for directors (with strict related-person review) . |
Expertise & Qualifications
- Operational leadership of a global, complex enterprise; strategy, performance, business development; cybersecurity expertise .
- Public policy/governance exposure via Richmond Fed board chair; public company governance experience at Northrop .
Equity Ownership
| Holder | Beneficial Shares | Phantom Stock Units (DSUs) | Total Units | Ownership % of Outstanding | Hedging/Pledging |
|---|---|---|---|---|---|
| Kathy J. Warden | 500 | 12,516 | 13,016 | <1% (Company-wide for each director/officer listed) | Hedging and pledging prohibited by insider trading policy |
Governance Assessment
- Strengths: Independent status; relevant operating and cybersecurity expertise; service on C&MD and Governance aligns with MRK’s focus on human capital, sustainability linkage to compensation, and governance oversight; no related person transactions requiring disclosure; prohibition on hedging/pledging supports alignment .
- Engagement/attendance: Board and committee attendance thresholds met; active executive sessions; structured lead director mandate enhances independent oversight .
- Compensation alignment: Majority of director pay delivered as mandatory DSU credits ($220,000) with fixed cash ($120,000 base plus committee fee), supporting equity linkage without performance gaming; no options or PSUs disclosed for directors .
- Potential watch items: Significant external executive role (Chair/CEO/President at Northrop) implies high time commitments, though independence at MRK is affirmed and no related-party transactions are disclosed; monitor any future cross-relationships or public policy overlaps via Governance Committee oversight .