Pamela J. Craig
Merck & Co.About Pamela J. Craig
Pamela J. Craig, age 68, has served as an independent director of Merck (MRK) since 2015. She is Chair of the Audit Committee and a member of the Governance Committee, and the Board has designated her an “audit committee financial expert” under SEC rules. Her background includes extensive finance, operations, technology, and international experience as Chief Financial Officer of Accenture plc. Current public boards include Progressive and Corning; prior service includes 3M (retired 2023), Akamai, and Walmart.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Chief Financial Officer | 2006–2013 | Led global finance, bringing deep financial and operational expertise to MRK’s Audit Committee leadership. |
| Accenture plc | Senior Vice President, Finance | 2004–2006 | Finance leadership and controls experience. |
| Accenture plc | Group Director, Business Operations & Services | 2003–2004 | Business operations oversight. |
| Accenture plc | Managing Partner, Global Business Operations | 2001–2003 | Global operating experience. |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Progressive Insurance | Director | 2018–present | Chair of Technology Committee; member of Compensation & Talent Committee. |
| Corning Incorporated | Director | 2021–present | Chair of Audit Committee; member of Information Technology Committee. |
| 3M Company | Director (former) | 2019–2023 | Audit Committee member; Chair of Compensation & Talent Committee; retired May 9, 2023. |
| Akamai Technologies | Director (former) | 2011–2019 | Audit Committee chair (historical); governance experience cited by MRK. |
| Wal-Mart Stores, Inc. | Director (former) | 2013–2017 | Former director. |
Board Governance
- Committee assignments: Audit Committee (Chair); Governance Committee (member). The Audit Committee oversees accounting/financial reporting, auditor independence, ERM, and has primary Board responsibility for cybersecurity risk oversight. The Board has determined Ms. Craig is an audit committee financial expert.
- Independence: Independent director; 12 of 13 MRK nominees are independent (all except the CEO).
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; the Board met six times; Audit (8), C&MD (5), Governance (4), Research (4).
- Executive sessions: Independent directors held 6 executive sessions in 2024 (Lead Director presided).
- Hedging/pledging: MRK prohibits directors from hedging, pledging, short sales, and derivative transactions in company stock.
- Related-person transactions: Governance Committee determined no transactions required disclosure under Item 404(a) for 2024.
- Compensation committee interlocks: None in 2024.
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual Retainer (cash) | $120,000 | Payable quarterly; may be voluntarily deferred. |
| Audit Committee Chair Retainer | $35,000 | Increased effective Apr 1, 2024 from $30,000; includes the $10,000 Audit member retainer. |
| Audit Committee Member Retainer | $10,000 | Included in Chair retainer when serving as Chair. |
| Governance Committee Chair Retainer | $25,000 | Increased from $20,000 effective Apr 1, 2024 (not applicable to Craig unless serving as Chair). |
| C&MD Committee Chair Retainer | $25,000 | Increased from $20,000 effective Apr 1, 2024. |
| Research Committee Chair Retainer | $25,000 | Increased from $20,000 effective Apr 1, 2024. |
| Lead Director Retainer | $50,000 | Increased from $40,000 effective Apr 1, 2024; combined with Governance Chair totals $75,000 (not applicable to Craig). |
2024 actual compensation (Non-employee Director)
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| Pamela J. Craig | 153,750 | 250,000 | 403,750 |
- All Other Compensation includes the annual mandatory DSU credit and charitable matching gifts; Craig’s matched charitable contribution totaled $30,000 in 2024.
Performance Compensation
| Component | Value/Structure | Metrics/Vesting |
|---|---|---|
| Annual Mandatory Deferral (DSUs) | $220,000 credit in the form of cash-settled deferred stock units to Director’s account upon (re)election; pro rata if joining post-AGM. | No performance metrics disclosed; DSUs are phantom shares credited under the Directors’ Deferral Plan and are payable in cash generally no sooner than one year after Board service ends. |
| Options/PSUs (Directors) | None disclosed for non-employee directors | MRK’s director program provides cash and cash-settled DSUs; no stock options or performance-based equity are disclosed for directors. |
Additional governance safeguards (company-wide)
- Clawback: Robust executive incentive recoupment policy in addition to Dodd-Frank Rule 10D-1; directors do not receive incentive pay, but policy underscores risk discipline.
- Hedging/Pledging: Directors prohibited from hedging/pledging company securities.
Other Directorships & Interlocks
| Company | Current/Former | Tenure | Committee Roles |
|---|---|---|---|
| Progressive Insurance | Current | 2018–present | Chair, Technology; Member, Compensation & Talent. |
| Corning Incorporated | Current | 2021–present | Chair, Audit; Member, Information Technology. |
| 3M Company | Former | 2019–2023 | Audit member; Chair, Compensation & Talent. |
| Akamai Technologies | Former | 2011–2019 | Audit leadership experience noted by MRK. |
| Wal-Mart Stores, Inc. | Former | 2013–2017 | Former director. |
| C&MD Committee Interlocks at MRK | N/A | 2024 | No C&MD interlocks or insider participation. |
Expertise & Qualifications
- Financial leadership: Former CFO of Accenture with deep finance, operational, and technology expertise relevant to Audit oversight.
- Audit committee financial expert: Board-designated “audit committee financial expert.”
- Cybersecurity oversight: Audit Committee has primary Board responsibility for cybersecurity risk management, aligning with her technology and governance background.
- Multi-sector governance: Governance experience across technology, industrials, and insurance (Corning, 3M, Progressive).
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom Stock Units (DSUs) | Total | Ownership % |
|---|---|---|---|---|
| Pamela J. Craig | 1,715 | 28,840 | 30,555 | Each director and officer listed owns <1% of outstanding shares; MRK outstanding shares: 2,521,758,443 (as of Mar 3, 2025). |
- Director stock ownership guidelines: 5x the annual cash retainer within five years; deferred stock units count toward the target. As of Dec 31, 2024, all directors with ≥3 years of service have met or exceeded the requirement.
- Hedging/pledging: Prohibited for directors.
Governance Assessment
Strengths
- Independent Audit Chair with CFO pedigree; designated audit committee financial expert; strong ERM and cybersecurity oversight under the Audit Committee.
- High engagement and Board discipline: All directors ≥75% attendance; six independent executive sessions; robust committee cadence (Audit 8 meetings in 2024).
- Alignment and safeguards: Director ownership guidelines (5x retainer), prohibition on hedging/pledging, and rigorous related-person transaction review (no Item 404(a) disclosures for 2024).
- Transparent director pay structure: Mix of cash retainer plus cash-settled DSUs; clear chair/membership retainers; matching-gift program disclosure.
Potential Watch Items
- Cash-settled DSUs (not actual share grants) align with stock performance economics but are settled in cash post-service; investors may prefer current-share ownership for stronger alignment, though MRK counts DSUs toward ownership guidelines.
- Multiple external directorships require time management; however, MRK reports satisfactory attendance and committee engagement.
Signals from shareholder feedback
- Strong pay governance support: ~94% Say-on-Pay approval in 2024, signaling investor confidence in MRK’s broader compensation and governance practices overseen by the Board.