Thomas H. Glocer
Merck & Co.About Thomas H. Glocer
Independent Lead Director of Merck & Co., Inc. (MRK); age 65; Director since 2007. Founder and Managing Partner of Angelic Ventures LP; former CEO of Thomson Reuters and Reuters Group PLC. He is independent and currently serves as Lead Director and Chair of the Governance Committee, and is a member of the Compensation & Management Development (C&MD) Committee .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Thomson Reuters Corporation | Chief Executive Officer | 2008–2011 | Led global information business; governance expertise cited by MRK |
| Reuters Group PLC | Chief Executive Officer | 2001–2008 | Technology and international operating experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Morgan Stanley | Director; Lead Director; Governance Committee member | 2013–present | Lead Director role underscores governance expertise |
| Publicis Groupe | Director | 2016–present | Global marketing/communications oversight exposure |
| Angelic Ventures LP | Founder/Managing Partner | 2012–present | Early-stage technology and data investing |
Board Governance
- Leadership structure: MRK combines Chair/CEO roles with an independent Lead Director; Glocer holds the Lead Director position with authority to call independent director meetings, approve agendas/materials/schedules, lead Board and CEO evaluations, and lead CEO succession planning .
- Committees: Chair, Governance Committee; Member, C&MD Committee. All standing committees are fully independent .
- Meetings and attendance (2024): Board met 6 times; independent directors held 6 executive sessions (presided over by Glocer); all directors attended at least 75% of Board/committee meetings and all 12 nominees attended the 2024 annual meeting .
- Committee meeting cadence (2024): Audit 8; C&MD 5; Governance 4; Research 4 .
- Independence and related-party review: Board determined all directors other than the CEO are independent; no related person transactions required disclosure for 2024 .
- Shareholder engagement: Lead Director (Glocer) participated in substantive engagements with major shareholders on strategy, capital allocation, compensation, and governance .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director cash retainer |
| Lead Director retainer (prorated) | Included in “Fees Earned” | Lead Director retainer increased to $50,000 effective 4/1/2024; combined with Governance Chair totals $75,000 from 4/1/2024; prorated in 2024 |
| Governance Committee Chair retainer (prorated) | Included in “Fees Earned” | Chair retainer increased to $25,000 effective 4/1/2024; combined with Lead Director per above |
| Fees Earned or Paid in Cash (actual 2024) | $191,250 | Reflects base and prorated lead director/chair retainers |
| Annual mandatory deferral (phantom stock units) | $220,000 | Credited in phantom shares of MRK common stock |
| Merck Foundation matching gifts (actual 2024) | $25,000 | Included in “All Other Compensation” |
| All Other Compensation (actual 2024) | $245,000 | $220,000 mandatory deferral + $25,000 matching gifts |
- Director compensation structure: non-employee directors receive cash plus cash-settled deferred stock units; Audit Committee members also receive a $10,000 retainer; there are no per-meeting fees disclosed .
Performance Compensation
- Non-employee directors do not receive performance-based cash or equity awards at MRK; equity is delivered as cash-settled deferred stock units via the Directors’ Deferral Plan (no options or PSUs disclosed for directors) .
- Clawback and pay-for-performance constructs described in the proxy apply to executives; director compensation remains fixed-plus-deferred structure .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Notes |
|---|---|---|---|
| Morgan Stanley | Financials | Director; Lead Director | Board determined MRK director independence; no related-person transactions requiring disclosure for 2024 |
| Publicis Groupe | Communications/Advertising | Director | Same as above |
- MRK policy/process: Governance Committee administers a Related Person Transaction Policy (> $120,000 threshold) and determined no transactions required Item 404(a) disclosure for 2024, mitigating conflict risk signals .
Expertise & Qualifications
- Governance, management, technology, and international operating expertise; former CEO of Thomson Reuters and Reuters Group PLC .
- Demonstrated investor engagement as Lead Director; active oversight of governance, board evaluations, and CEO succession .
Equity Ownership
| Holder | Shares Beneficially Owned | Phantom Stock Units | Total | Context |
|---|---|---|---|---|
| Thomas H. Glocer | 5,100 | 99,036 | 104,136 | Each director/officer and the group own <1% of outstanding shares; MRK had 2,521,758,443 shares outstanding as of 3/3/2025 |
| Policy alignment | — | — | — | Directors must own ≥5x annual cash retainer within five years; as of 12/31/2024, all directors with ≥3 years’ service met or exceeded the guideline |
| Hedging/pledging | — | — | — | Hedging and pledging of MRK securities prohibited for directors and officers |
Governance Assessment
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Strengths
- Independent Lead Director with robust authority (agenda/material approval, independent session leadership, Board/CEO evaluations, CEO succession); strong investor engagement record .
- Clear committee leadership: Chair of Governance; member of C&MD; all committees comprised solely of independent directors .
- Attendance and engagement: Board met 6 times; 6 independent executive sessions; all directors ≥75% attendance; all nominees attended the 2024 annual meeting .
- Alignment: mandatory equity deferral ($220,000) and ownership guideline (≥5x retainer) with confirmed compliance for seasoned directors; hedging/pledging prohibited .
- No related-party transactions requiring disclosure for 2024; independence reaffirmed for all non-employee directors .
- Say-on-pay support: ~94% in 2024, indicating shareholder confidence in MRK’s pay governance environment overseen by the Board .
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Watch items
- Multiple external commitments (Morgan Stanley Lead Director; Publicis Groupe) merit routine capacity reviews, though the Board has affirmed independence and no related-person transactions were identified for 2024 .
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Overall signal: Governance posture is strong with an active, empowered Lead Director; transparent director pay structure; high shareholder support on executive pay; clear ownership alignment rules; and no identified related-party conflicts in 2024—supportive of investor confidence .