Patricia F. Russo
Merck & Co.About Patricia F. Russo
Patricia F. Russo is an independent director of Merck (MRK), serving since 1995. She chairs the Compensation & Management Development (C&MD) Committee and sits on the Governance Committee; she is age 72 and brings extensive management and technology-industry credentials from CEO/chair roles at Alcatel‑Lucent/Lucent and Hewlett Packard Enterprise (HPE), plus governance leadership at General Motors (GM) and KKR Management Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alcatel‑Lucent | Chief Executive Officer and Director | 2006–2008 | Led global telecom equipment company; significant operational and governance experience . |
| Lucent Technologies Inc. | Chairman | 2003–2006 | Oversight of corporate strategy and governance . |
| Lucent Technologies Inc. | President and Chief Executive Officer | 2002–2006 | P&L leadership; deep technology sector exposure . |
| Hewlett Packard Enterprise Company | Non‑executive Chair | 2015–present | Technology governance expertise; board leadership . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| General Motors Company | Independent Lead Director | 2010–2014; 2021–present | Chair of Governance & Corporate Responsibility Committee; governance expertise . |
| Hewlett Packard Enterprise Company | Non‑executive Chair | 2015–present | Technology sector leadership; board oversight . |
| KKR Management Inc. (managing partner of KKR & Co., L.P.) | Director | 2011–present | Financial sector board experience . |
| Former: Arconic, Inc. / Alcoa, Inc. | Director / Lead Director; Chair of Governance & Nominating (Arconic) | 2008–2016 (Alcoa); 2016–2018 (Arconic) | Prior governance leadership; retired 2018 . |
Board Governance
- Independence: Listed as “Independent” director; committees comprised solely of independent directors .
- Committee assignments (2025 proxy): C&MD (Chair); Governance member .
- Committee meeting cadence (2024): Audit 8; C&MD 5; Governance 4; Research 4 .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2023; all 13 director nominees attended the 2023 annual meeting; independent directors held 6 executive sessions in 2023 (Lead Director presided) .
- C&MD interlocks: None during 2024; no insider participation .
Fixed Compensation
| Element | Amount | Period | Notes |
|---|---|---|---|
| Annual Retainer (cash) | $120,000 | 2024 | Standard non‑employee director cash retainer . |
| Annual Mandatory Deferral (phantom stock units) | $220,000 | 2024 | Credited to Director’s Deferral Plan (cash‑settled DSUs) . |
| Committee Chair Retainers | Audit: $35,000; Governance: $25,000; C&MD: $25,000; Research: $25,000 | Effective Apr 1, 2024 | Audit Chair includes $10,000 member retainer; 2024 increases from prior $20,000 for Governance/C&MD/Research . |
| Lead Director Retainer | $50,000 | Effective Apr 1, 2024 | Combined Governance Chair + Lead Director totals $75,000 . |
| Patricia F. Russo — 2024 Director Compensation | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 Fiscal Year | 143,750 | 220,000 | 363,750 |
| All Other Compensation includes annual mandatory deferral credits to DSUs and matched charitable contributions, where applicable . |
Historical context (program evolution):
- 2023: Annual retainer $120,000; mandatory deferral $220,000; C&MD Chair $20,000 prior to 2024 increase .
- 2021: Annual retainer $120,000; mandatory deferral $200,000; C&MD Chair $20,000 .
- 2017: Annual retainer $110,000; mandatory deferral $170,000; C&B Chair $20,000 .
- 2014: Annual retainer $100,000; mandatory deferral $150,000 .
Performance Compensation
Directors do not receive performance‑based awards; equity is delivered as cash‑settled deferred stock units (phantom shares) credited annually and not tied to performance metrics .
C&MD oversight of executive performance programs (context for Russo’s chair role):
| Program/Metric | Weighting | Performance Period | Outcome |
|---|---|---|---|
| PSU metrics (2022 grant): 3‑year EPS; 3‑year Relative TSR | 50% EPS; 50% R‑TSR | 2022–2024 | Payout 169% . |
| PSU metrics (2021 grant): 1‑year EPS; 3‑year Relative TSR | 33% EPS; 67% R‑TSR | 2021–2023 | Payout 161% . |
| Annual Incentive Company Scorecard (execs): Revenue, non‑GAAP Pre‑Tax Income, Pipeline, Sustainability | n/a | 2024 | Above‑target achievement 114% . |
| Say‑on‑Pay support | n/a | 2024 | 94% votes in favor . |
| Say‑on‑Pay support | n/a | 2023 | 91% votes in favor . |
Compensation policy safeguards (Company‑wide; relevant to Russo’s committee leadership):
- Prohibits hedging and pledging; no option repricing; double‑trigger vesting on change‑in‑control; robust clawback exceeding NYSE requirements; independent consultant retained by C&MD .
Other Directorships & Interlocks
| Board | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| General Motors (GM) | Independent Lead Director; Chair of Governance & Corporate Responsibility | Large industrial; no MRK customer/supplier relationship disclosed in MRK proxy; interlocks for C&MD specifically reported as none in 2024 . |
| Hewlett Packard Enterprise (HPE) | Non‑executive Chair | Technology governance; no MRK related‑party transactions disclosed in proxy index; Governance Committee oversees related‑person transactions . |
| KKR Management Inc. | Director | Financial sponsor management entity; no MRK related‑party transactions disclosed in proxy index . |
| Former: Arconic/Alcoa | Director; governance committee leadership | Historical; retired 2018 . |
Expertise & Qualifications
- Extensive management, operational, international business and financial expertise; broad technology industry understanding from CEO/chair roles at Alcatel‑Lucent/Lucent and HPE .
- Deep governance experience via leadership roles at GM (Lead Director; Governance & Corporate Responsibility Chair) and HPE (Non‑executive Chair) .
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom Stock Units | Total | Ownership % |
|---|---|---|---|---|
| Patricia F. Russo (as of Mar 3, 2025) | 13,148 | 55,110 | 68,258 | <1% of outstanding . |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer, typically within five years of joining the Board; deferred stock units count toward target .
- Compliance: As of Dec 31, 2023, all directors serving at least three years met or exceeded stock ownership requirements .
- Hedging/pledging prohibition for directors and management under insider trading policy .
Governance Assessment
- Board effectiveness: Russo chairs the C&MD Committee overseeing executive compensation, human capital, succession, and CD&A; MRK reports no C&MD interlocks or insider participation in 2024, indicating strong independence of the pay committee .
- Independence and engagement: Russo is listed as an independent director; Board and committees are composed of independent directors; directors met attendance expectations in 2023 (≥75%); independent directors held six executive sessions (Lead Director presiding) .
- Pay‑for‑performance environment: High shareholder support for say‑on‑pay (94% in 2024; 91% in 2023) and robust incentive design (EPS and Relative TSR PSUs; clawback; double‑trigger) align with best‑practice governance standards; as C&MD chair, Russo is central to maintaining these policies .
- Ownership alignment: Russo holds MRK shares and substantial phantom stock units; MRK’s 5x retainer guideline and hedging/pledging prohibition further support alignment with shareholders .
- Red flags to monitor: Long board tenure (“Director since 1995”) and multiple external board leadership roles increase workload considerations; nevertheless, MRK discloses no related‑party transactions involving directors and no C&MD interlocks in 2024 .