Monica Elliott
About Monica Elliott
Monica Elliott was appointed as an officer of SpringWorks Therapeutics, Inc. effective immediately following the July 1, 2025 closing of Merck KGaA’s acquisition; SpringWorks became a wholly owned subsidiary and deregistered from Nasdaq at that time . The 8-K filing does not disclose her specific officer title, background, education, age, or prior tenure; public sources list her role as “Executive Officer” from July 2025-present .
Past Roles
No past-role disclosures for Monica Elliott appear in SpringWorks’ SEC filings through and including the July 1, 2025 8-K .
External Roles
No external directorships or roles for Monica Elliott are disclosed in SpringWorks’ SEC filings through and including the July 1, 2025 8-K .
Performance Compensation
Post-merger equity award treatment affecting officers and employees:
- Stock options vested at the Effective Time were canceled for a cash payment equal to shares × (Per Share Merger Consideration − exercise price); underwater options received no payment .
- Unvested options converted into fixed cash-based awards continuing under the original vesting schedules, with an additional provision: on the nine-month anniversary of the Effective Time, 50% of each then‑unvested tranche vests, subject to continued employment .
- RSUs (vested or unvested) converted into fixed cash-based awards equal to shares × $47, with vesting as per original schedules; on the nine-month anniversary of closing, 50% of each then‑unvested tranche vests, subject to continued employment .
- PSUs paid out in cash at closing based on performance levels defined in the award agreements, multiplied by $47 per share .
Vesting and Payout Mechanics (Post-Merger)
| Instrument | Treatment at Closing | Additional Vesting Provision | Source |
|---|---|---|---|
| Vested Stock Options | Canceled; cash equal to N_shares × (47 − strike) if in-the-money; zero if strike ≥ 47 | None | |
| Unvested Stock Options | Converted to fixed cash-based award under original vesting terms | 50% of each then‑unvested tranche vests at 9 months | |
| RSUs (vested/unvested) | Converted to cash = N_shares × 47 | 50% of each then‑unvested tranche vests at 9 months | |
| PSUs | Cash payout = earned shares per agreement × 47 | N/A (performance determination at closing) |
Note: The 8‑K specifies these terms globally; it does not disclose Monica Elliott’s individual grant levels, metrics, or payouts .
Equity Ownership & Alignment
- At the Effective Time, all outstanding common shares were canceled and converted into the right to receive $47 per share; holders ceased to have stockholder rights, reflecting a change-in-control and delisting .
- Post-closing, equity instruments were cash-settled or converted to cash-based awards; beneficial ownership tables for Monica Elliott are not disclosed in the 8‑K .
Employment Terms
- Appointment: SpringWorks appointed Monica Elliott as an officer immediately following the Effective Time of the July 1, 2025 merger .
- Officer framework (bylaws): Officers are elected by the Board, serve until a successor is elected or until earlier death, resignation, or removal; election does not create contractual rights .
- Duties and reporting: The bylaws outline officer powers and duties under Board control; Secretary responsibilities are specified, but the 8‑K does not assign Monica Elliott’s specific title or duties .
- Indemnification: Officers and directors receive indemnification to the fullest extent of Delaware law, with advancement of expenses mandatory for directors and discretionary for officers, subject to undertakings and determinations as outlined in Articles VII of the bylaws .
- Governance changes: At closing, SpringWorks’ certificate of incorporation and bylaws were amended and restated, and the company delisted and deregistered its common stock .
Fixed Compensation
Not disclosed for Monica Elliott in the July 1, 2025 8‑K . Prior proxy (2025 DEF 14A) covers pre-merger NEOs only and does not include Monica Elliott .
Investment Implications
- Data scarcity signal: As SpringWorks is now a wholly owned subsidiary of Merck KGaA with deregistered shares, executive-specific compensation, ownership, and performance disclosures for Monica Elliott are limited or absent in public filings—a typical pattern reducing visibility into pay-for-performance alignment for portfolio analysis .
- Near-term selling pressure dynamics shifted: Because equity awards were cash-settled or converted to cash-based instruments with partial acceleration at nine months, traditional “insider selling pressure” in public markets no longer applies; liquidity events are governed by private cash-based vesting schedules and employment continuity, potentially influencing retention incentives .
- Governance and protection: Robust indemnification and advancement rights for directors and officers under the amended bylaws reduce personal liability risk, which can support executive retention and operational continuity under parent control .
- Monitoring: Absent SEC proxy disclosures, tracking Monica Elliott’s compensation structure, performance metrics, severance/change‑of‑control terms, and ownership alignment will require parent-level disclosures (Merck KGaA) or internal communications; no such details are provided in the July 1, 2025 8‑K .
Sources: Appointment and officer changes ; equity award cash treatment and vesting terms ; delisting and deregistration ; amended certificate and bylaws ; officer framework and indemnification ; Bloomberg profile reference ; Hartford Business Journal confirmation of officer appointments .