Cam Garner
Evoke PharmaAbout Cam L. Garner
Cam L. Garner (age 76) is co‑founder and Chairman of Evoke Pharma’s board since June 2007; he holds a B.A. in Biology from Virginia Wesleyan College and an M.B.A. from Baldwin‑Wallace College, and has extensive specialty pharma founding, CEO, and chair experience including Dura Pharmaceuticals and multiple companies that were acquired by strategics . EVOK’s board has determined Mr. Garner is independent under Nasdaq standards; the CEO is the only non‑independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact | Outcome/Notes |
|---|---|---|---|---|
| Dura Pharmaceuticals | CEO (1989–1995), Chairman & CEO (1995–2000) | 1989–2000 | Executive leadership | Sold to Elan (Nov 2000) |
| Xcel Pharmaceuticals | Chairman | Until Mar 2005 | Executive leadership | Acquired by Valeant (Mar 2005) |
| DJ Pharma | Chairman | Until 2000 | Executive leadership | Sold to Biovail (2000) |
| Elevation Pharmaceuticals | Chairman | Until Sep 2012 | Executive leadership | Acquired by Sunovion (Sep 2012) |
| Cadence Pharmaceuticals | Chairman | Until Mar 2014 | Executive leadership | Acquired by Mallinckrodt (Mar 2014) |
| Meritage Pharma | Chief Scientific Officer? (company founder context) | — | Product development | Acquired by Shire (Feb 2015) |
| Zavante Therapeutics | Chairman | Until Jul 2018 | Executive leadership | Acquired by Nabriva (Jul 2018) |
| Alastin Skincare | Chairman | Until Nov 2021 | Executive leadership | Acquired by Galderma (Nov 2021) |
| Zogenix | Co‑founder, Chairman | — | Executive leadership | Acquired by UCB (2022) |
Mr. Garner also co‑founded Somaxon, Verus, Xcel, Meritage, Oncternal Therapeutics, Kalyra, OrPro, and others, evidencing serial company creation and exits .
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OrPro Therapeutics, Inc. | Chairman | Current | Private therapeutics company |
Board Governance
- Role: Chairman of the Board; board leadership is separated from CEO for balanced oversight .
- Independence: Independent under Nasdaq; only CEO is non‑independent .
- Committees: Served on Compensation Committee in 2024 (interlocks section); current committee membership as of the proxy shows Compensation Committee chaired by Dr. Brady with Dr. Hill and Mr. Pyszczymuka; Audit chaired by Ms. Reed with Mr. Smeal and Dr. Widder; Nominating chaired by Dr. Hill with Dr. Widder and Mr. Pyszczymuka .
- Attendance: Board met six times in 2024; each director attended at least 75% of board and committee meetings during their service; all directors attended the 2024 annual meeting .
Fixed Compensation (Director)
| Component | 2024 Amount | Terms |
|---|---|---|
| Cash retainer | $0 | Board agreed to forego cash compensation for 2024 . |
| Option awards (grant‑date fair value) | $6,526 | Options to purchase 1,479 shares; vest on first anniversary of grant date . |
| Committee/Chair equity differentials (program) | Policy sizes only | Annual option grants: base 1,000; Chair of Board +291; Audit Chair +250; Comp Chair +187; Nom/Gov Chair +125; Audit member +125; Comp member +93; Nom/Gov member +62; annual grants vest on first anniversary . |
Performance Compensation (Director)
| Metric | Status | Notes |
|---|---|---|
| Equity tied to performance metrics (PSUs/TSR/EBITDA) | Not disclosed | EVOK grants stock options to directors; no director PSUs/RSUs or performance metrics disclosed . |
Other Directorships & Interlocks
- 2024 Compensation Committee membership included Mr. Garner; none of EVOK’s executive officers serve on the board or compensation committee of entities with reciprocal EVOK board/comp committee members (no interlocks) .
Expertise & Qualifications
- Serial specialty pharma founder and executive; deep experience in developing, financing, and leading biopharma companies, with multiple successful exits .
- Education: B.A. Biology (Virginia Wesleyan College); M.B.A. (Baldwin‑Wallace College) .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Cam L. Garner (beneficially) | 3,809 | <1% | Includes 2,330 shares held by Garner Investments, L.L.C. and 1,479 shares underlying options exercisable within 60 days of Mar 24, 2025 . |
| Options status (12/31/2024) | Exercisable: 0; Unexercisable: 1,479 | — | 2024 annual director option grant unexercisable at year‑end; vests on first anniversary . |
| Pledging/Hedging | Not disclosed | Insider Trading Compliance Policy in place; no pledging disclosures for Mr. Garner . |
Governance Assessment
- Board effectiveness: Independent Chairman with clear separation from CEO; committees staffed with financially literate members and an audit committee financial expert; audit committee met 4x; compensation committee met 2x .
- Alignment signals: Directors voluntarily cancelled out‑of‑the‑money options in Nov 2024 for no consideration (aggregate 15,785 cancelled), which reduces overhang without repricing—a positive governance signal; board also forewent cash retainers in 2024, tilting compensation mix entirely to equity .
- Independence/attendance: Mr. Garner is independent; attendance thresholds met; all directors attended the 2024 annual meeting, supporting engagement .
- Potential conflicts/related party: No related‑party transactions disclosed for directors; audit committee pre‑approves auditor services; indemnification agreements standard; no director loans or RPTs reported .
- Compensation governance: Executive compensation overseen by an independent compensation committee with an independent consultant (APA); peer group disclosed and below‑median base salaries for NEOs; clawback policy adopted per Nasdaq/SEC—strong governance posture (executive program context) .
- RED FLAGS:
- Nominating & Corporate Governance Committee did not meet during 2024—potential concern on governance cadence despite ongoing oversight responsibilities .
- Extremely small public float (1,492,858 shares outstanding at record date), concentration risk in holders; while not directly tied to Mr. Garner, it heightens governance sensitivity to board decisions .
Overall read‑through: Independent Chair with extensive industry founding and exit experience; compensation mix for directors is equity‑weighted with voluntary cancellation of underwater options; minimal related‑party exposure; one process gap is no nom/gov committee meetings in 2024, which investors may question for board refreshment/ESG cadence .