Merck & Co. management check
MRK · Health Care · Pharmaceuticals · CEO Robert M Davis
Filings as of
2 good · 4 to watch · 1 flagged, across the seven questions below.
- Flag
Have owners done well?
Trailed its chosen peers$100 invested at the start of fiscal 2021 grew to $158, against $198 for the peer group the company picked itself.
- Watch
Does pay follow performance?
Pay only loosely tracked returnsOver 5 years, the CEO's pay actually paid (equity valued at the share price) had a correlation of 0.37 with shareholder return. 1 means pay moved in step; below 0, the opposite way.
- Good
What does the CEO cost owners?
0.1% of net income$20.8m of reported pay in fiscal 2025, against $18.3bn of net income.
- Watch
Do they own the stock?
CEO stake ≈ 2.4 years of payThe CEO holds 456,901.757 shares, directly or through trusts (unvested awards not counted): about 2.4 years of pay. 5 insiders sold $30.0m in the last six months and none bought.
- Good
Are owners being diluted?
Share count shrinkingDiluted shares changed -0.8% a year over the last three fiscal years. Stock-based pay was 1.3% of revenue in the latest year.
- Watch
Is leadership stable?
2 CEOs in the pay tableCEOs in the pay table: Mr. Davis, Mr. Frazier. 4 filings under 8-K item 5.02 (officers or directors leaving or joining, or new pay arrangements) in the last 3 years.
- Watch
Are the books clean?
An annual report was amendedNo restatements, auditor changes or late filings since 2021. 1 amended annual report.
Against the S&P 500
Each check's score (0–100) and how it compares: the share of ranked S&P 500 companies it matches or beats, and the median in Health Care.
| Check | Score | At or above | Sector median |
|---|---|---|---|
| Owner returns | 25 | 26 | |
| Pay for performance | 68 | 85 | |
| CEO cost | 100 | 44 | |
| Skin in the game | 34 | 46 | |
| Dilution | 60 | 68 | |
| Stable leadership | 60 | 70 | |
| Clean books | 70 | 100 |
Closest peers
Others in Pharmaceuticals, by management score. Merck & Co. is 38th of 60 in its sector.
- 32LLYLilly (Eli)84
- 181ZTSZoetis70
- 190JNJJohnson & Johnson69
- 207BMYBristol Myers Squibb68
- 263PFEPfizer64
- 323MRKMerck & Co.60
- 369VTRSViatris57
Pay versus performance
From the proxy statement filed April 8, 2026. "Actually paid" values stock awards at the share price, so it rises and falls with the stock.
| Fiscal year | CEO | CEO pay | Actually paid | Other executives (avg) | $100 became | Peers | Net income |
|---|---|---|---|---|---|---|---|
| 2025 | Mr. Davis | $20.8m | $15.8m | $6.9m | $158 | $198 | $18.3bn |
| 2024 | Mr. Davis | $23.2m | $14.7m | $9.5m | $144 | $146 | $17.1bn |
| 2023 | Mr. Davis | $20.3m | $26.7m | $7.6m | $154 | $134 | $365.0m |
| 2022 | Mr. Davis | $18.7m | $52.5m | $8.4m | $152 | $130 | $14.5bn |
| 2021 | Mr. Davis, Mr. Frazier | $15.2m | $14.4m | $6.7m | $102 | $122 | $12.3bn |
The board says pay is tied most to Non-GAAP EPS. Its other key measures: Revenue, Relative Total Shareholder Return (“R-TSR”), Pre-Tax Income, Non-GAAP Earnings Per Share (“EPS”), Pipeline, Sustainability.
Insiders and the CEO's stake
Robert M Davis (Chairman, CEO & President) held 456,901.757 shares directly after their latest Form 4 on Apr 29, 2026, roughly $50.3m at that filing's price.
5 insiders sold $30.0m in the last six months and none bought.
- SoldJennifer ZacharyEVP, General Counsel$10.7mAug 12, 2026
- SoldDavid Michael WilliamsEVP,Chief Info&Digital Officer$6.8mAug 5, 2026
- SoldRichard R. DeLucaEVP&Pres, Merck Animal Heallth$6.7mAug 12, 2026
- SoldChirfi GuindoEVP, Access, Policy & Comms$3.3mAug 13, 2026
Leadership and governance on file
- Oct 13, 2026Leadership change8-K 5.02
- Nov 22, 2024Leadership change8-K 5.02
- Apr 11, 2024Annual report amended10-K/A
- Feb 20, 2024Leadership change8-K 5.02
- Nov 28, 2023Leadership change8-K 5.02
- Oct 27, 2022Leadership change8-K 5.02
Latest shareholder vote results: May 28, 2026, including the say-on-pay vote.
Where the money went
Over 2021–2025: $45.7bn returned to owners in buybacks and dividends, 73% of net income, and $3.2bn of pay in stock.
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Revenue | $48.7bn | $59.3bn | $60.1bn | $64.2bn | $65.0bn |
| Net income | $12.3bn | $14.5bn | $365.0m | $17.1bn | $18.3bn |
| Stock-based pay | $479.0m | $541.0m | $645.0m | $761.0m | $820.0m |
| Buybacks | $840.0m | $0 | $1.3bn | $1.3bn | $5.1bn |
| Dividends | $6.6bn | $7.0bn | $7.4bn | $7.8bn | $8.2bn |
| Diluted shares | 2538m | 2542m | 2547m | 2541m | 2507m |
Educational only, not investment advice. Figures are as filed with the SEC: pay from the proxy's pay-versus-performance table, capital allocation from 10-K XBRL data, insider trades from Form 4s over the last six months, events from the last 5 years of filings. The peer group is the one the company chose. See the method.