Paul B. Rothman, M.D.
Merck & Co.About Paul B. Rothman, M.D.
Independent director of Merck & Co., Inc. (MRK) since 2015; Age 67. Former CEO of Johns Hopkins Medicine and Dean of Medical Faculty/Vice President for Medicine at The Johns Hopkins University; previously Dean and Head of Internal Medicine at the University of Iowa. At MRK, Dr. Rothman chairs the Research Committee and serves on the Audit Committee — aligning deep clinical/scientific expertise with R&D oversight; he is an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins Medicine | Chief Executive Officer | 2012–2022 | Led large academic health system; deep operations and healthcare delivery insight |
| Johns Hopkins University | Dean of the Medical Faculty; Vice President for Medicine | 2012–2022 | Academic leadership; policy and governance in medicine |
| University of Iowa, Carver College of Medicine | Dean | 2008–2012 | Strategic/administrative leadership of medical school |
| University of Iowa | Head of Internal Medicine | 2004–2008 | Departmental leadership; clinical/research oversight |
External Roles
| Company/Institution | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Labcorp | Director; Chair, Quality & Compliance Committee | 2023–present | Governance and risk oversight in diagnostics; quality/compliance leadership |
Board Governance
| Body/Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| MRK Board of Directors | Director (Independent) | 6 | All directors attended ≥75% of Board and applicable committee meetings in 2024; independent directors held 6 executive sessions |
| Research Committee | Chair | 4 | Oversees R&D strategy, scientific integrity, licensing/development decision processes |
| Audit Committee | Member | 8 | Oversight of financial reporting, internal controls, compliance, and cybersecurity risk; not designated a financial expert (designated experts: Baker, Craig, Karsanbhai) |
| C&MD Committee | — | 5 | Reference for full committee cadence |
| Governance Committee | — | 4 | Reference for full committee cadence |
- Independence: 12 of 13 MRK director nominees are independent; all four standing committees (Audit, C&MD, Governance, Research) are composed solely of independent directors.
Fixed Compensation
| Element | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard director cash retainer |
| Audit Committee member retainer | $10,000 | Annual retainer for Audit members |
| Research Committee chair retainer (annual rate) | $25,000 | Increased from $20,000 effective April 1, 2024 |
| 2024 Fees Earned or Paid in Cash (Rothman) | $153,750 | Reflects annual retainer, Audit member retainer, and Research chair retainer with 2024 rate change timing |
Performance Compensation
| Component | 2024 Amount | Design/Terms |
|---|---|---|
| Annual mandatory deferral (phantom stock units) | $220,000 | Credited as cash-settled phantom shares upon (re-)election; distributions in cash generally ≥1 year after board service ends |
| Matching gifts (Merck Foundation) | $40,000 | Director charitable match (program limit $30,000/yr; includes $15,000 applied in 2024 for 2023 gifts) |
| All Other Compensation total (Rothman) | $260,000 | Sum of mandatory deferral and matched gifts in 2024 |
- MRK director equity is delivered as cash-settled deferred stock units (phantom shares); no performance-conditioned director equity awards are disclosed.
Other Directorships & Interlocks
- Current public boards: Labcorp (Director; Chair, Quality & Compliance Committee). No MRK disclosure of related-person transactions or interlocks involving Dr. Rothman; Governance Committee determined no transactions required disclosure under Item 404(a) for 2024.
- Compensation committee interlocks: None for MRK’s C&MD Committee in 2024 (Rothman is not on C&MD).
Expertise & Qualifications
- Healthcare/scientific leadership: Extensive experience leading major academic medical institutions and clinical departments — critical to R&D oversight as Research Chair.
- Governance/risk oversight: Board experience at Labcorp with committee chairmanship in Quality & Compliance; MRK Audit Committee member contributing clinical/regulatory perspective.
- Independence and alignment: Independent director; subject to MRK prohibitions on hedging/pledging by directors.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 100 | As of Mar 3, 2025 |
| Phantom stock units (deferred) | 28,840 | Director deferrals counted toward ownership guidelines |
| Total (shares + phantom units) | 28,940 | As reported; each director owns <1% of MRK outstanding |
| Shares outstanding (context) | 2,521,758,443 | As of Mar 3, 2025 |
| Director stock ownership guideline | 5x annual cash retainer within 5 years | All directors with ≥3 years of service have met/exceeded guidelines |
| Hedging/pledging | Prohibited for directors | Policy noted in proxy |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2024 (voted in 2024 proxy cycle) | ~94% | Continued strong support for MRK executive compensation program |
- Shareholder engagement: Independent Lead Director participates directly; topics include board composition, strategy, capital allocation, compensation, and risk oversight.
Governance Assessment
-
Strengths
- Independent director with deep clinical/scientific credentials; chairs Research Committee overseeing R&D strategy and scientific integrity.
- Audit Committee member supports compliance/cybersecurity/ERM oversight; board and committees met regularly, with all directors meeting ≥75% attendance.
- Clear alignment mechanisms: mandatory stock-denominated deferrals; director ownership guideline (5x retainer) met by seasoned directors; hedging/pledging prohibited.
- No related-party transactions requiring disclosure for 2024; committees are fully independent.
-
Watch items
- Not designated as an “audit committee financial expert” (designation held by Baker, Craig, Karsanbhai); his value on Audit is domain expertise rather than financial accounting specialization.
-
Red flags
- None disclosed: no RPTs, no attendance issues, no pledging/hedging, no director compensation anomalies beyond standard program updates.
Overall signal: Board effectiveness and investor confidence supported by Rothman’s independent status, leadership as Research Chair, solid attendance standards, clear ownership alignment via mandatory deferrals, and absence of related-party conflicts.