Mary Ellen Coe
Merck & Co.About Mary Ellen Coe
Mary Ellen Coe (age 58) has served on Merck’s Board since 2019 and is currently Chief Business Officer at YouTube Inc. (Alphabet), with prior senior leadership roles at Google focused on global advertising and go‑to‑market strategy . She is an independent director under NYSE and SEC rules, with the Board determining all non‑management directors (including Coe) have only immaterial relationships with the Company . In 2024, all directors attended at least 75% of Board and committee meetings, and all nominees attended the 2024 Annual Meeting of Shareholders, indicating solid engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YouTube Inc. | Chief Business Officer | 2022–present | Leads global business operations, BD, monetization and partnerships; expertise in digital/media and global operations |
| Google Inc. | President, Google Customer Solutions | 2017–2022 | Oversaw global ads business for SMB and mid‑market (millions of customers); deep marketing/sales exposure |
| Google Inc. | VP, Go‑to‑Market Ops & Strategy | 2012–2017 | Scaled global commercial support operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Whole Foods Market, Inc. | Director | 2016–2017 | Former public company directorship; no current public boards |
Board Governance
- Committee memberships: Compensation & Management Development (C&MD); Research .
- Committee meeting cadence (2024): Audit 8; C&MD 5; Governance 4; Research 4 .
- Independence and structure: All standing committees (Audit, C&MD, Governance, Research) are fully independent; Coe is independent .
- Attendance: All directors met the 75% attendance threshold; 6 executive sessions of independent directors held; all 2024 nominees attended Annual Meeting .
- Interlocks: No C&MD Committee interlocks or insider participation in 2024 .
- Shareholder engagement: Robust program led by the Lead Director across strategy, capital allocation, compensation, and board composition .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non‑employee director retainer |
| Annual mandatory deferral (phantom DSUs) | $220,000 | Credited in cash‑settled deferred stock units to Director’s Deferral Plan |
| Committee chair/member fees | Not applicable to Coe | Coe is not a chair; Audit member fee $10,000; Chair retainers $25–$35k (committee‑specific) |
| 2024 total paid (Coe) | $340,000 | Fees earned $120,000; other comp (mandatory deferral + eligible matching gifts) $220,000 |
Director Stock Ownership Guidelines
- Requirement: Directors must reach 5x annual cash retainer within five years; deferred stock units count toward guideline .
- Compliance: As of Dec 31, 2024, all directors serving ≥3 years have met or exceeded guidelines (Coe joined in 2019) .
Performance Compensation
C&MD Program Metrics Coe helps oversee as a committee member:
| Metric | Target | Actual | Weight | Result |
|---|---|---|---|---|
| Revenue | $64.00B | $64.41B (adjusted) | 35% | 109% |
| Pre‑Tax Income (non‑GAAP, adjusted) | $25.70B | $26.15B (adjusted) | 35% | 115% |
| Pipeline | — | — | 20% | 128% |
| Sustainability | — | — | 10% | 100% |
| Total Company Scorecard payout | — | — | — | 114% |
PSU Program (Company‑level, overseen by C&MD):
| Metric | Target | Actual | Weight | Payout |
|---|---|---|---|---|
| 3‑Year EPS (2022–2024) | $21.46 | $26.11 | 50% | 200% |
| 3‑Year R‑TSR vs peer median | 5.7% (peer median) | 13.5% (MRK) | 50% | 139% |
| Total PSU payout (2022–2024) | — | — | — | 169% |
Compensation Governance Features (relevant to Coe’s C&MD role):
- Clawbacks: Robust incentive recoupment exceeding NYSE requirements; Dodd‑Frank 10D‑1 policy in place .
- Change‑in‑control: Double‑trigger vesting for equity; no option re‑pricing without shareholder approval .
- Hedging/pledging: Prohibited for directors and officers .
- Consultant independence: FW Cook retained; annually evaluated; no conflicts; also engaged by Governance Committee on director pay .
- Say‑on‑pay: 94% approval in 2024; program maintained with pay‑for‑performance linkage .
Other Directorships & Interlocks
| Company | Relationship to MRK | Interlock/Conflict Notes |
|---|---|---|
| Whole Foods Market, Inc. (former) | None | No current interlock; historical only |
| C&MD Committee roster | Independent | No C&MD interlocks or insider participation in 2024 |
Expertise & Qualifications
- Digital/media, monetization, and global operations: Leading YouTube’s business ops, BD, content licensing/distribution, and monetization across ads and subscriptions .
- Marketing/sales: Prior leadership in Google’s global ads business serving millions of SMB/mid‑market customers .
- Public company governance and strategy exposure through prior Whole Foods directorship; current focus on human capital and performance alignment via C&MD .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Phantom Stock Units (DSUs) | Total | % of Outstanding |
|---|---|---|---|---|
| Mary Ellen Coe | 10 | 24,234 | 24,244 | <1% (Company notes all directors/officers individually <1%; 2,521,758,443 shares outstanding) |
- Insider Trading Policy: Prohibits hedging and pledging; policy filed as 2024 10‑K exhibit .
- Director DSUs: Cash‑settled upon cessation of service under the Directors’ Deferral Plan; counted toward ownership guideline .
Insider Trades (Form 4)
| Date | Security | Transaction | Amount | Price | Notes |
|---|---|---|---|---|---|
| 2025‑09‑30 | Common Stock | Disposed | 10 shares | — | Reported on Form 4 |
| 2025‑09‑30 | Phantom Stock (DSUs) | Award (A) | 357.4407 units | $83.93 | Cash‑settled at termination per plan |
| 2021‑09‑30 | Phantom Stock (DSUs) | Award (A) | 433 units | $75.11 | Routine director DSU credit |
Governance Assessment
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Strengths
- Independent director on two key committees (C&MD and Research), with no interlocks and fully independent committee structures .
- High engagement evidenced by Board’s six meetings and 6 executive sessions; all directors met attendance thresholds and attended the annual meeting .
- Strong pay‑governance architecture overseen by C&MD: clawbacks, double‑trigger CIC equity, hedging/pledging bans, independent consultant (FW Cook), and robust shareholder support (94% say‑on‑pay) .
- Ownership alignment: directors required to reach 5x retainer; Coe has long‑tenure status and DSUs counted; all ≥3‑year directors met/exceeded guidelines .
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Watch Items
- External executive role (YouTube CBO) increases time commitments; Board‑level attendance metrics and committee cadence mitigate concern but should continue to be monitored for sustained engagement .
- Related‑party transactions: Governance Committee reported none requiring disclosure under Item 404(a) for 2024, positive but merits ongoing surveillance given Coe’s senior position at a large technology platform .
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Red Flags
- None disclosed: No hedging/pledging; no related‑party transactions requiring disclosure; no C&MD interlocks; no meeting attendance shortfalls noted .