Merck Names Clark To Replace Gilmartin as CEO

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Merck & Company named Richard Clark chief executive officer yesterday, turning to an insider to succeed Raymond Gilmartin after an 11-year tenure that was marred by the recall of the painkiller Vioxx and the loss of the company’s position as the world’s largest drugmaker.


Merck’s board picked Mr. Clark after seeking a replacement from outside the company for more than a year. Mr. Clark, president of manufacturing and the former head of Merck’s pharmacy benefit business, will replace Mr. Gilmartin immediately, Whitehouse Station, N.J.-based Merck said yesterday. Mr. Gilmartin, 64, was scheduled to retire in March 2006.


Directors didn’t name the 59-year-old Mr. Clark or anyone else chairman. The board set up an executive committee led by former Honeywell International chief Lawrence Bossidy, a director since 1992, to “work closely” with Mr. Clark and “provide support and continuity.”


The structure may reflect an effort by the board to accelerate change as the Vioxx withdrawal and patent expirations drag on earnings.


“It would seem like they’re going to keep him on a short leash,” said Les Funtleyder, health-care strategist at Miller Tabak & Company in New York, in an interview yesterday.


“How much does he really know about acquisitions or bringing products through the pipeline? Or marketing? He was probably not their first choice.”


Merck shares fell 18 cents to $34.75 yesterday in New York Stock Exchange composite trading. Before that, they had plunged 22% since the drugmaker pulled Vioxx from the market September 30 because of its link to heart attacks and strokes. The Vioxx announcement wiped out about $26.8 billion in Merck’s market value.


Since Mr. Gilmartin became CEO in June 1994, Merck’s share value rose an average of 11% a year, compared with 11.2% for the Standard & Poor’s 500 Index and 16% for the S&P 500 Health Care Index.


The Bossidy-led executive committee will work with Mr. Clark for as long as two years, Merck said. Shareholder rights activists and corporate governance experts have long advocated splitting the roles of CEO and chairman at public companies. At Merck’s annual meeting April 26, a Milwaukee religious group, holder of 200 Merck shares, made such a proposal.


The new CEO, a 33-year Merck veteran and American Civil War buff who collects model trains, has the challenge of developing new drugs to make up for the loss of Vioxx’s $2.5 billion a year in sales and next year’s patent expiration on Zocor, Merck’s biggest product.


The search for a successor to Mr. Gilmartin started more than a year ago. The company said after the September 30 Vioxx recall that candidates from within and outside the company were under consideration. Merck hired executive search firm Heidrick & Struggles International.


Candidates who may have turned down the top job at Merck include 3M’s chief executive, James McNerney, and Home Depot’s chairman and president, Robert Nardelli, the Wall Street Journal reported in March. The newspaper said at the time that unidentified spokespeople for the executives declined to comment.


A Home Depot spokesman, Jerry Shields, didn’t immediately return a call yesterday seeking comment.


Mr. McNerney, 55, said in a statement April 19, “Rumors notwithstanding, I am not a candidate for any other job.”


Merck long planned to have a successor in place by 2005, Mr. Bossidy said on a conference call with investors yesterday. He declined to say whether Mr. Clark was the company’s first choice.


“In no way did we push him out,” Mr. Bossidy said, referring to Mr. Gilmartin. “He is doing this graciously, turning the reins over to Dick.” He and other officials declined on a conference call to discuss the Vioxx withdrawal.


“This was my choice,” Mr. Gilmartin said on yesterday’s conference call. “The arrangement we worked out here is totally consistent with the way I see the succession unfolding.”


Merck didn’t name a replacement for Mr. Clark as head of the manufacturing division, a Merck spokeswoman, Janet Skidmore, said. Mr. Gilmartin will remain at Merck as a special adviser. As profit slipped over the past year and a half, Mr. Gilmartin insisted large mergers would only distract a company known for its research labs.


The company’s profits fell the last four years in a row and may continue dropping for the next four, based on analysts’ estimates. Merck has been trimming expenses to prepare for the decline in Zocor sales and adjust to the lost Vioxx revenue. The company cut 5,100 jobs last year, which may reduce payroll and benefits costs by $300 million in 2005.


Merck stopped research on several experimental drugs in 2003, including treatments for depression and diabetes drugs, which led some investors to call for Mr. Gilmartin to step down or consider buying competitors with thriving products.


Mr. Clark joined Merck in 1972 as a quality control inspector. As president of Merck’s manufacturing division, he targeted faster new-product introductions, Merck said. The company has 31 plants in 25 countries. Mr. Clark also was responsible for Merck’s global information services and procurement and ran Medco Health Solutions Incorporated before Merck spun off the business in August 2003.


He’s “a manufacturing person,” Jon Fisher, who manages $30 billion at Fifth Third Asset Management in Cincinnati, including Merck shares, said in an interview. “They need people who can extract cost improvements and improve margins.”


Mr. Clark holds an MBA from American University and a bachelor of arts from Washington & Jefferson College, and he served as a lieutenant in the U.S. Army from 1970-72 before joining Merck, the company said.


Mr. Clark will inherit 2,300 lawsuits by 4,600 plaintiffs’ groups alleging personal injury related to Vioxx. Vioxx may have caused as many as 140,000 heart attacks in the U.S. between its 1999 introduction and the recall, Food and Drug Administration safety reviewer David Graham said in a study published in January by the U.K. medical journal Lancet.


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