Miguel Fernández Alcalde
About Miguel Fernández Alcalde
Miguel Fernández Alcalde is an executive officer of SpringWorks Therapeutics (SWTX) appointed immediately following Merck KGaA’s acquisition of SpringWorks on July 1, 2025 . He concurrently serves as President of EMD Serono (Merck KGaA’s North American healthcare business) and has held leadership roles including Chief Operating Officer, Head of Global Business Excellence & Innovation, and General Manager roles in Finland and Spain; he holds a degree in Pharmacy (Complutense University of Madrid) and postgraduate management degrees from Alcalá and IESE . SpringWorks reported strong 2024 operational results ahead of the merger, including $172.0 million in net product revenue for OGSIVEO and year-end cash, cash equivalents, and marketable securities of $461.9 million, with management guiding to profitability in H1 2026 . The merger consideration for SpringWorks shareholders was $47.00 per share in cash, with employee equity converted to cash-based awards per the terms below .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EMD Serono (Merck KGaA Healthcare, U.S. & Canada) | President | Appointed Dec 10, 2024 | Leads North American business; focus on oncology, neurology/immunology, fertility; building U.S. footprint and external innovation |
| EMD Serono | Chief Operating Officer | Last 18 months prior to Dec 2024 | Drove operational excellence and go-to-market execution in U.S. |
| Merck KGaA, Darmstadt, Germany | Head of Global Business Excellence & Innovation; Head of Healthcare CEO Office | 2014–present | Ensured business excellence across franchises/regions; governance of Healthcare CEO Office |
| Merck KGaA, Darmstadt, Germany | General Manager (Finland and Spain) | Unspecified (post-2014) | In-market leadership; scaled operations and talent |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EMD Serono | President | 2024–present | Leading U.S./Canada healthcare strategy, dealmaking, and external innovation (including SpringWorks integration) |
| Merck KGaA, Darmstadt, Germany | Senior leadership (HQ roles) | 2014–present | Global strategy, business excellence, CEO office leadership |
Fixed Compensation
Not disclosed for Miguel at SpringWorks. The 2025 proxy lists named executive officers for 2024, and Miguel was appointed post-merger in July 2025; no SpringWorks-specific pay details are available .
Performance Compensation
Company incentive framework (2024) used for named executive officers:
| Goal | Weight (%) | Achievement |
|---|---|---|
| OGSIVEO launch trajectory (patients, revenue, payer coverage) | 25 | Exceeded Expectations |
| Mirdametinib NDA/MAA filings, U.S. go-to-market readiness | 20 | Exceeded Expectations |
| Nirogacestat sNDA blister packs; EMA filing | 15 | Exceeded Expectations |
| Early-stage programs: SW-682 Phase 1a; EGFR program decisions | 10 | Met Expectations |
| Brimarafenib development milestones | 10 | Met Expectations |
| Expand pipeline via BD/discovery | 5 | Met Expectations |
| Organizational effectiveness, culture, diversity, attrition | 10 | Met Expectations |
| Spend discipline; compliance/reporting | 5 | Met Expectations |
- Bonuses for 2024 were paid at 140% of corporate component, with individual variations for named executive officers; CEO bonus paid at 140% of target .
- In response to 2024 say‑on‑pay feedback (58% approval), the company increased PSU mix (50% of CEO’s 2025 equity; PSUs also introduced for other executives) and adopted stock ownership guidelines effective Jan 1, 2025 .
Equity Ownership & Alignment
- Appointment and role: Miguel was appointed an officer of SpringWorks immediately after the July 1, 2025 closing of the merger .
- Hedging/pledging: Company insider trading policy prohibits hedging and pledging of Company equity, and prohibits derivative transactions by executives and directors .
- Stock ownership guidelines: Effective Jan 1, 2025, CEO required to hold 6x base salary; other executive officers 1x base salary. Only time-based restricted stock/RSUs count; all executives were compliant as of filing .
- Merger equity treatment (applies to SWTX award holders at closing):
| Award Type | Treatment at Effective Time | Vesting/Acceleration | Consideration |
|---|---|---|---|
| Vested Options | Cancelled; paid cash equal to (shares × (47.00 minus strike), if positive) | Immediate; underwater options cancelled for no consideration | $47.00 per share cash metric |
| Unvested Options | Converted into fixed cash-based awards with original vesting; 50% of each then-unvested tranche vests at 9 months post-close (continued employment) | 50% vesting at 9 months; remainder per original schedule | Cash value based on $47.00 less strike |
| RSUs (vested/unvested) | Converted into fixed cash-based awards | 50% of each then-unvested tranche vests at 9 months post-close (continued employment) | Cash value based on $47.00 per share |
| PSUs (vested/unvested) | Paid in cash based on performance determination in award agreement | N/A (payout at closing) | Cash value based on $47.00 per share |
Employment Terms
- Appointment & role: SpringWorks appointed Miguel Fernández Alcalde as an officer effective immediately following the July 1, 2025 closing .
- Indemnification: Post-merger bylaws provide broad indemnification for directors and officers, advancement of expenses, and contractual protection, subject to good‑faith determinations; insurance may be maintained .
- Change-of-control/acceleration (pre-merger practices): Executive employment agreements used “double trigger” for equity vesting—acceleration only upon CoC plus qualifying termination; alignment with market norms .
- Clawback: Compensation Recovery Policy (effective Nov 2, 2023) requires recovery of incentive-based comp tied to financial reporting metrics in the event of an accounting restatement, regardless of fault, covering three fiscal years prior to restatement .
Performance & Track Record
- SpringWorks 2024 highlights: OGSIVEO net product revenue of $172.0 million; global regulatory progress for mirdametinib; expansion of IP portfolios; cash of $461.9 million; path to profitability H1 2026 .
- Strategic M&A and external innovation: As EMD Serono President, Miguel is central to U.S. footprint expansion and external innovation dealmaking; SpringWorks acquisition increased expected share of future launch assets from external sources (≈ fivefold increase vs ~10–15% prior) .
- Leadership profile: Miguel emphasizes meritocratic leadership, global experience across Spain, Finland, Germany, and the U.S.; focused on building presence in Boston’s life sciences ecosystem .
Board Governance
Miguel is an executive officer, not a SpringWorks director; Board composition and committee structures in the 2025 proxy pre-date the July 2025 merger and director resignations at closing .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~58% support; led to enhanced disclosure, limiting supplemental awards to exceptional circumstances, increasing PSU mix, and adoption of stock ownership policy .
Company Performance Context (select metrics)
| Metric | FY 2024 |
|---|---|
| OGSIVEO net product revenue ($USD Millions) | 172.0 |
| Cash, cash equivalents, and marketable securities ($USD Millions) | 461.9 |
| Profitability target timeline | H1 2026 |
Investment Implications
- Leadership & integration: Appointment of Miguel to SpringWorks’ officer slate post-closing underscores Merck KGaA’s operating integration and U.S. leadership focus; expect continued portfolio expansion via external innovation and targeted licensing rather than mega-deals .
- Incentive alignment & governance: Prohibitions on hedging/pledging and new stock ownership guidelines improve alignment; robust indemnification and clawback frameworks reduce governance risk .
- Potential selling pressure window: Merger converted unvested SWTX awards to cash-based with 50% vesting at nine months post-close; monitor potential liquidity events around April 2026 for former SWTX award holders (company-wide), and any 8-K updates that disclose executive retention/awards .
- Data void for personal compensation/ownership: SpringWorks’ delisting limits public visibility into Miguel’s compensation and holdings at the subsidiary; track Merck/EMD Serono disclosures, and any SpringWorks post-merger filings for employment agreements, severance economics, or retention packages .