Merck & Co., Inc. MRK

34% shingled-prose overlap between the two filings.

2025: 45,740 chars · 2026: 46,650 chars

• Committee Report:64% overlap (471 → 491 chars)
• Pay Ratio (Item 402(u)):25% overlap (2,225 → 2,228 chars)
• Say-on-Pay proposal:0% overlap (2,062 → 3,689 chars)

• changedThis CD&A describes the material elements of compensation for our 2025 2024Named Executive Officers.
• newSanat Chattopadhyay Executive Vice President and President, Merck Manufacturing Division
• newJennifer Zachary Executive Vice President and General Counsel
• changedExecutive Summary 44 Executive Compensation Overview 45 Our Industry Environment 45 Our Executive Compensation Strategy 45 Compensation Policies and Practices 46 Say-on-Pay Advisory Vote 46 Peer Groups 47 Primary Peer Group 47 Supplemental Peer Group 47 Detailed Discussion and Analysis 48 The Elements of 2025 2024Compensation 51 How Our Compensation Program Works 51 Base Salary 52 Annual Cash Incentive 52 2025 2024Company Scorecard 52 53Long-Term Equity Incentives 54 RetentionAction57Other Employee Benefits 58 57Other Compensation Practices 58 Compensation Risk Assessment 61 60Compensation and Management Development Committee Report 61 60
• newMerck & Co., Inc., Rahway, NJ, U.S.A., 2026 Proxy Statement
• newIn 2025, our Company advanced its purpose to save and improve lives through innovative medicines and vaccines, while navigating a challenging external environment and preparing for the loss of exclusivity for KEYTRUDA.
• newOur results reflect the strength of our oncology and Animal Health businesses, increasing contributions from new launches, and meaningful progress in transforming our expanding innovative portfolio for sustainable, long-term growth.
• newWe delivered revenue growth of 2%(1), driven by continued global demand for KEYTRUDA, strong demand for WINREVAIR, a treatment for certain adults with pulmonary arterial hypertension, and CAPVAXIVE, our 21-valent pneumococcal conjugate vaccine, and robust Animal Health performance.
• newThese contributions were partially offset by declining sales of GARDASIL/GARDASIL 9, loss of rights to Simponi/Remicade, and slowing sales of LAGEVRIO.
• newDisciplined cost management and the introduction of our multiyear optimization initiative, targeting approximately $3 billion of annual cost savings by the end of 2027, are enabling greater investment in our expansive pipeline, launches, and capabilities.
• newWe continued to advance our broad and deep pipeline, with roughly 80 Phase 3 studies underway and launches from the first wave of more than 20 potential new growth drivers, almost all with blockbuster potential.
• newKey 2025 milestones included the approvals of KEYTRUDA QLEX, which enables subcutaneous administration of the immunotherapy in KEYTRUDA, additional KEYTRUDA based regimens in earlier stage cancers, and ENFLONSIA, for the prevention of RSV lower respiratory tract disease for infants born during or entering their first RSV season.
• newWe also reported positive late stage data for enlicitide, our investigational oral PCSK9 inhibitor for hypercholesterolemia.
• newWith cardiovascular disease being the leading cause of death globally, we see the potential for enlicitide to help address a significant unmet need.
• newWe also shared positive Phase 3 results for islatravir in combination with doravirine, our single-tablet regimen for the treatment of adults living with HIV-1 infection.
• newIn total, we announced positive results from 18 Phase 3 trials and initiated 21 new Phase 3 studies spanning cardiometabolic and respiratory, immunology, infectious diseases, oncology, and ophthalmology.
• newScience-led, disciplined, and value-enhancing business development remained a pillar of our long-term value creation strategy as demonstrated by our acquisitions of Verona Pharma and Cidara Therapeutics.
• newThrough Verona Pharma, we added to our respiratory product portfolio with OHTUVAYRE, a maintenance treatment for adults with chronic obstructive pulmonary disease.
• newThrough Cidara Therapeutics, we expanded our infectious disease pipeline with MK-1406, a drug-Fc conjugate antiviral in Phase 3 trials that is designed to prevent influenza infection in people at higher risk for that disease’s serious complications.
• newIn summary, 2025 was a year of solid financial performance, disciplined execution, and significant strategic progress.
• newWe continued to deliver for patients and shareholders while investing for the future.
• newThe actions taken this year to advance our late stage assets, expand our pipeline and portfolio of potential growth drivers, and drive productivity through our optimization program have further positioned the Company for sustainable long-term growth.
• newScorecard Performance 2025(2)
• changedFinancial Performance Target($B) Actual($B) Weighting Score Revenue $65.63 $63.86 $64.00$64.4135 % 73 109% Pre-Tax Income $27.43 $26.37 $25.70$26.1535 % 73 115% Non-Financial Performance Pipeline 20 % 167 128% Sustainability 10 % 100 % Total Payout 94 114%
• newPSU Performance (2023-2025)(2)
• newTarget Actual Weighting Score 3-Year EPS $24.12 $26.65 50% 187% Peer Median Merck Weighting Score 3-Year R-TSR 12.0% 0.3% 50% 0% Total Payout 94%
• changed(2) Excluding the impact of fluctuations variancesin currency exchange rates versus budget and certain other items, consistent with plan design, rounded.
• changedPlease refer to page 52 53and page 56 for a detailed discussion of the 2025 2024Company Scorecard and the 2023-2025 2022-2024PSU Performance, respectively.
• changed• Competition for qualified talent in the pharmaceutical industry is intense, industry,both in the U.S. and internationally. internationally,isintense.
• changedWe strive to deliver market-competitive pay within a framework that provides an appropriate mix of fixed and variable, at-risk compensation to attract, retain, and motivate talent while reinforcing andalignwithour pay-for-performance objectives.
• changedReward our executives based on the achievement of sustained financial and operational performance, pipeline advancements, performanceand demonstrated leadership.
• changedOur executive compensation and corporate governance programs are designed to closely align linkpay with operational performance and increases in long-term shareholder value while mitigating minimizingincentives that could lead to excessive risk-taking.
• changedTo support helpusaccomplishthese importantobjectives, we have adopted the following policies and practices:
• changedUtilize a Relative Total Shareholder Return (“R-TSR”) metric in the Performance Share Unit (“PSU”) (PSU)program to align the payout with long-term stock performance and shareholder experience Allow Directors and management employees, including officers, to engage in transactions involving short sales, derivative transactions, hedging, or pledging of Company securities Grant stock options with an exercise price less than fair market value Re-price underwater stock options without shareholder approval Pay tax gross-ups on any payments made in connection with a change in control event Monitor Long-Term Incentive (“LTI”) LTIprogram share utilization regularlyrelative to industry standards and our primary and supplemental peer groups Conduct annual competitive benchmarking to ensure executive officer compensation is aligned to market Include caps on annual cash incentive and PSU program payouts and thresholds below which no payouts are earned Offer limited perquisites that are supported by business interests Retain an independent compensation consultant that reports directly to the C&MD Committee Maintain robust stock ownership requirements and share retention policies Maintain arigorous incentive recoupment (i.e., clawback) policies policythat exceed exceedsthe NYSE listing requirements Conduct assessments to identify and mitigate risk in our compensation programs Provide dividend equivalents only on earned Restricted Stock Units (“RSUs”) and PSUs Require double-trigger vesting of equity in the event of a change in control (i.e., there must be both a change in control and an involuntary termination) Avoid employment agreements
• changedSay-on-Pay Advisory Vote In 2025, 2024,shareholders continued their historically strong support for our executive compensation programs with approximately 91% 94%of the votes cast in favor of the say-on-pay proposal.
• changedBased on this outcome, feedback received from shareholders, outcomeand the C&MD Committee’s ongoing analysis of the program’s ability to support our strategic, financial, and human capital objectives, we did not make significant changes to our executive compensation program in 2025. 2024.
• changedConsistent with the Company’s strong interest in shareholder engagement and our pay-for-performance approach, the C&MD Committee continues to evaluate our executive compensation program to ensure ongoing alignment between the respectiveinterests of our executives and shareholders.
• changedIn setting compensation levels for 2025, 2024,the C&MD Committee reviewed the survey results for the following peer companies that the Company competes with to attract talented, high-performing executives (the “primary peer group”).
• changedPrimary Peer Group Companies AbbVie Amgen AstraZeneca Bristol-Myers Squibb Eli Lilly Gilead Sciences GlaxoSmithKline Johnson & Johnson Novartis Pfizer Roche Holding AG Sanofi All numbers are as of 12/31/2025 12/31/2024
• changedSupplemental Peer Group Companies(1) 3M Amazon Amgen Apple Boeing Caterpillar Chevron Cisco Systems Coca-Cola DowHome Depot Honeywell IBM IntelJohnson & Johnson McDonald’s Microsoft Nike Nvidia Procter & Gamble salesforce.com Sherwin-Williams UnitedHealth Group Verizon Visa WalgreensWalmart Walt Disney All numbers are as of 12/31/2025 12/31/2024(1) Reflects Dow Jones Industrial Average companies (excluding the financial services companies) as of the beginning of 2025. 2024.
• newOur overarching strategy is to position executive compensation competitively relative to the market for comparable roles.
• newIn evaluating target Total Direct Compensation (“TDC”), the C&MD Committee considers the median level of compensation as a reference point.
• changedIt then determines appropriate compensation for each Ouroverarchingstrategyistopositionourexecutives’targetTDCatthemedian,onaverage,withvariabilitybyindividualexecutive based on a range of factors, including the scope and complexity of the role, market availability of proven talent, experience, leadership, sustained performance over time, potential for advancement as part of succession planning, and other unique factors that may exist from time to time.
• newAs a result, target compensation levels may vary above or below market benchmarks based on these factors, and realized compensation ultimately depends on the achievement of longer-term goals and changes in shareholder value.
• newThis approach helps ensure compensation outcomes are aligned with performance and that costs are reasonable and sustainable relative to market practices.
• changedAdditional information regarding our 2025 2024NEOs and the material elements of their compensation, as reported in the Summary Compensation table on page 62, 61,is described below(1).
• changedCompensation Decisions for 2025 2024Robert M.
• changedDavis Chairman, Chief Executive Officer, and President • Increased annual Maintainedbase salary by $35,000 rate• Maintained annual incentive target percentage • Increased LTI target by $1,400,000 $2,000,000• Change resulted in a 7.6% 11.4%increase in target TDC Age: 59 58Tenure: 12 11Years Compensation Decisions for 2025 2024Caroline Litchfield Executive Vice President and Chief Financial Officer • Maintained annual Increasedbase salary by$45,000• Maintained annual incentive target percentage • Increased MaintainedLTI target by $750,000 • Change resulted in an 11.4% a1.4%increase in target TDC Age: 57 56Tenure: 35 34Years
• newCompensation Decisions for 2025 Sanat Chattopadhyay(2) Executive Vice President and President, Merck Manufacturing Division • Maintained annual base salary • Maintained annual incentive target percentage • Maintained LTI target Age: 66 Tenure: 16 Years
• changedCompensation Decisions for 2025 2024Dean Li, M.D., Ph.D.
• changedExecutive Vice President and President, Merck Research Laboratories • Maintained annual Increasedbase salary by$56,000• Maintained annual incentive target percentage • Increased MaintainedLTI target by $400,000 • Change resulted in a 4.7% 1.3%increase in target TDC Age: 64 63Tenure: 9 8Years
• new(2) As discussed in “Management Succession Planning” on page 22, Mr. Chattopadhyay will retire from the Company and will cease to be an executive officer on July 1, 2026 and May 1, 2026, respectively.
• newMr. Chattopadhyay will not be eligible for severance benefits in connection with his retirement.
• newFor information on payments and benefits in connection with a retirement, see “Potential Payments Upon Termination or a Change in Control” on page 80.
• newCompensation Decisions for 2025 Jennifer Zachary Executive Vice President and General Counsel • Set annual base salary at $1,059,307 • Set annual incentive target at 100% • Set LTI target at $3,750,000 Age: 48 Tenure: 8 Years
• changedCompensation Discussion and Analysis The Elements of 2025 2024Compensation ÷ ÷ ÷ ÷ 51
• changedThe Elements of 2025 2024Compensation
• changedWhat We Reward How We Link Pay To Performance How We Pay • Top and bottom-line performance that meets or exceeds the Board approved annual and long-term operating plans • Pipeline accomplishments that advance our position as an industry-leading biopharmaceutical company • Achievement of strategic sustainability priorities that focus on greater access to health and on the engagement and inclusion of employees • Decision-making that yields long-term value creation for shareholders • Executing on our growth strategy by consistently seeking opportunities that complement or supplement our broad portfolio in key areas, including Oncology, Vaccines, Cardiometabolic and Respiratory, Cardiometabolic,Immunology, Infectious Diseases, and Animal Health • Inclusion of key financial and non-financial metrics in our annual cash incentive plan to ensure executives are rewarded for top and bottom-line performance, pipeline advancement that leads to longer-term revenue opportunities, and metrics focusing on driving sustainable business outcomes • LTIs comprised of a mix of PSUs, RSUs, performanceshareunitsand stock options, linking a substantial amount of pay opportunity to long-term company performance and increased shareholder value • Majority of total target pay opportunity is at-risk and tied to company performance and/or long-term stock value • Overall target total pay opportunity, as well as each pay element, is assessed for competitiveness relative to primary and/or supplemental peer groups, which include similarly-sized pharmaceutical peers and Dow Jones Industrial Average companies, excluding financial services companies • Competitive positioning is targeted to median of market; actual positioning varies based on a variety of factors, including scope and complexity of role, years of experience, sustained leadership, demonstrated performance over time, and other factors
• changed52 ç ç ç ç Compensation Discussion and Analysis The Elements of 2025 2024Compensation
• changedThe table shows adjustments made to base salaries in 2025. 2024.
• newAdjustments are made based on competitive positioning and are aligned with an assessment of performance and leadership.
• changedNamed Executive Officer Annual Base Salary Increase % New Annual Base Salary(1) Davis 2.2 % $1,650,000 Litchfield No change $1,615,000Litchfield4.0%1,170,000 Chattopadhyay No change (2) 979,479 DeLuca4.0962,000Larson(2)—800,000Li No change 4.01,456,000 Zachary — (3) 1,059,307 (1) Reflects annual base salary as of December 31, 2025. 2024.
• new(2) Although Mr. Chattopadhyay was not an NEO in 2024, he was an NEO in 2023.
• newAs such, pursuant to SEC rules, we have included his 2024 compensation information in the Summary Compensation table.
• new(3) Ms. Zachary was not an NEO in 2024.
• changedThe maximum award amount for each NEO for 2025, 2024,excluding the impact of the Company Scorecard, is listed in the Grants of Plan-Based Awards table on page 71. 70.
• changedNamed Executive Officer 2024 2023Target AnnualIncentive % of Base Salary(1) 2025 2024Target AnnualIncentive % of Base Salary(1) Davis 150 % 150% Litchfield 100 100 Chattopadhyay DeLuca100 (2) 100 Li Larson(2)—100 Li100 Zachary — (3) 100 (1) Reflects annual incentive targets as of December 31 of the applicable year.
• new(2) Although Mr. Chattopadhyay was not an NEO in 2024, he was an NEO in 2023.
• newAs such, pursuant to SEC rules, we have included his 2024 compensation information in the Summary Compensation table.
• new(3) Ms. Zachary was not an NEO in 2024.
• new2025 Company Scorecard
• newOur Company Scorecard translates our strategic priorities into operational terms that enable tracking and measurement of our progress and performance against annual operating metrics and critically important strategic drivers of long-term value creation.
• newIn 2025, these metrics focused on Revenue, Pre-Tax Income, Pipeline goals tied to our research and development programs, and Sustainability.
• changedThe Company Scorecard is also measured in the context of compliance, health, safety, and environmental outcomes, and may be adjusted based on these outcomes in recognition anevaluationof theseoutcomes,recognizingthe important role importancethey play in driving the Company’s values and a culture of integrity.
• newIn 2025, there was no such adjustment.
• changedFinally,Our Sustainability goals metricsare collectively weighted at 10%.
• changedCompensation Discussion and Analysis The Elements of 2025 2024Compensation ÷ ÷ ÷ ÷ 53
• changedThe Sustainability goals metricsare recommended by the Company’s Global Market Access, Sustainability, and Human Resources teams and approved by the C&MD Committee.
• changedFailure to achieve threshold performance for onany goal results ofthemetricswouldresultin forfeiture of the entireopportunity associated with forthat goal. metric.
• newIf the aggregate performance across all four metrics does not reach at least 50%, no payout is earned.

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