Surendralal L. Karsanbhai
Merck & Co.About Surendralal L. Karsanbhai
Surendralal “Lal” Karsanbhai (age 55) is an independent director of Merck & Co., Inc. (MRK) since January 1, 2025. He is President and CEO of Emerson Electric Co., bringing global operating, manufacturing, software/digital transformation, and strategic experience; he also serves as Deputy Chair of the Federal Reserve Bank of St. Louis and is fluent in Portuguese, French, and English, having lived and worked across Europe, Africa, and North America . He is designated an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | President & Chief Executive Officer | 2021–present | Leads a global technology and software company; extensive strategy, technology, manufacturing and business development experience |
| Emerson Electric Co. | Executive President, Emerson Automation Solutions | 2018–2021 | Elevated Emerson’s software profile and digital transformation business |
| Emerson Electric Co. (Fisher regulator technologies) | President | Not disclosed | Led a global business including nine manufacturing plants |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Emerson Electric Co. (Public) | Director | 2021–present | Current public company directorship |
| Federal Reserve Bank of St. Louis | Deputy Chair | Not disclosed | External policy/oversight role |
Board Governance
- Committee assignments: Audit Committee member and Governance Committee member .
- Audit expertise: Board determined he is an “audit committee financial expert” and has accounting or related financial management expertise per NYSE standards .
- Independence: All nominees other than MRK’s CEO are independent; Audit and Governance committees consist solely of independent directors .
- Attendance/engagement: Directors are expected to attend Board/committee/annual meetings; in 2024 all directors met at least 75% attendance (note: Mr. Karsanbhai joined in 2025) .
- Shareholder engagement context: Board refreshment added Mr. Karsanbhai effective Jan 1, 2025; the Lead Director and Governance Committee maintain robust shareholder engagement .
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; may be voluntarily deferred |
| Annual mandatory deferral into phantom stock units | $220,000 | Credited in phantom shares at election/re-election; pro rata for directors joining after the annual meeting |
| Audit Committee member retainer | $10,000 | Applies to non-chair members |
| Committee chair retainers | Audit: $35,000; Governance: $25,000; C&MD: $25,000; Research: $25,000 | Audit chair retainer includes the $10,000 member fee |
| Lead Director retainer | $50,000 (aggregates to $75,000 with Governance Chair) | Effective April 1, 2024 changes noted |
| Expenses/other | Reimbursement of expenses; eligibility for matching gifts (up to $30,000/yr) | Under Merck Foundation Matching Gift Program |
Performance Compensation
| Metric | Structure | Result |
|---|---|---|
| Performance-based components in director pay | None disclosed for non-employee directors | MRK uses cash retainers and cash-settled deferred stock units; no performance-conditioned director pay |
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Transaction Considerations |
|---|---|---|
| Emerson Electric Co. | CEO & Director | MRK engages in routine business transactions with Emerson; Board determined Mr. Karsanbhai had no role in MRK’s decisions, and aggregate amounts were less than 2% of each entity’s consolidated gross revenues; independence preserved |
| Federal Reserve Bank of St. Louis | Deputy Chair | Policy/oversight role; not a commercial conflict |
Expertise & Qualifications
- CEO-level operating leadership in global technology/software and industrial manufacturing; prior leadership of large multi-plant global business units .
- Designated audit committee financial expert (SEC definition) with NYSE-required financial expertise .
- Global strategy and operations experience; multilingual (Portuguese, French, English) with international postings across Europe, Africa, and North America .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 1,553 shares as of March 3, 2025 |
| Phantom stock units (director deferral plan) | 554 units as of March 3, 2025 |
| Ownership guidelines | Directors must attain MRK stock equal to 5× annual cash retainer within 5 years; Mr. Karsanbhai joined Jan 1, 2025 and is making progress toward meeting the requirement |
| Hedging/pledging | Prohibited for directors and management by MRK policy |
Governance Assessment
- Positives for investor confidence:
- Independent director with deep operating and financial oversight credentials; designated audit committee financial expert .
- Assignments on Audit and Governance committees align with his financial and operational background .
- Director pay structure includes a substantial equity-linked (phantom shares) component, fostering alignment; stock ownership guideline at 5× retainer with progress noted post-appointment .
- Hedging and pledging of MRK securities prohibited, supporting alignment and risk controls .
- Potential risk indicators and mitigants:
- Related-party exposure via MRK’s routine transactions with Emerson (his employer); Board’s review found immateriality (<2% of revenues) and no involvement by Mr. Karsanbhai; independence maintained (mitigant) .
- Time commitments (active CEO plus MRK board/committees): Board’s refreshment and independence disclosures, and overall 2024 board attendance (>75% for all directors), suggest maintained effectiveness; individual 2025 attendance not yet disclosed .
- Broader governance context: MRK’s shareholder support for executive compensation (94% say-on-pay in 2024) and independent committee structure indicate a supportive governance environment into which Mr. Karsanbhai integrates .
RED FLAGS: None disclosed specific to Mr. Karsanbhai. The Emerson transaction linkage was reviewed under MRK’s Related Person Transaction Policy and deemed immaterial with no director involvement, preserving independence .