Kenneth Widder
Evoke PharmaAbout Kenneth J. Widder, M.D.
Independent director at Evoke Pharma since June 2007; age 72. M.D. from Northwestern University; trained in pathology at Duke University; inventor on over 50 patents and author/co-author of over 25 publications. Founder/CEO across multiple biopharma and medtech companies; former general partner at Latterell Venture Partners; currently serves on boards of Quidel Ortho Corporation, Personalis, and the Vision of Children Foundation .
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Molecular Biosystems | Founder, Chairman & CEO; led development/approval of Albunex and Optison (first US ultrasound contrast agents) | Not disclosed | Product approvals; >50 patents/publications |
| Converge Medical, Inc. | Chairman & CEO | Not disclosed | Medical device for suture-less anastomosis in bypass surgery |
| Santarus, Inc. | Founder, Chairman & CEO; company acquired by Salix (2013) | Not disclosed | Built GI specialty franchise to successful sale |
| NovaCardia, Inc. | Co-founder & initial CEO; acquired by Merck | Not disclosed | Cardiology assets development to sale |
| Sytera Inc. | Founder; merged with Sirion Therapeutics | Not disclosed | Ophthalmology specialty focus |
| Latterell Venture Partners | General Partner | Not disclosed | Company formation/financing expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quidel Ortho Corporation | Director | Not disclosed | Diagnostics; governance experience |
| Personalis | Director | Not disclosed | Genomics; public company oversight |
| Vision of Children Foundation | Director | Not disclosed | Non-profit board service |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined all directors independent except the CEO; Widder is independent |
| Committees (2024/2025) | Audit Committee member; Nominating & Corporate Governance Committee member |
| Committee Chairs | Audit: Vickie Reed (chair); Nominating & CG: Malcolm Hill (chair) |
| Compensation Committee | Not a member; committee chaired by Todd Brady with Malcolm Hill and Greg Pyszczymuka (2024/2025) |
| Board meetings & attendance (2024) | Board met 6 times; each director attended ≥75% of board/committee meetings; all directors attended 2024 annual meeting |
| Audit Committee meetings (2024) | Met 4 times |
| Nominating & CG meetings (2024) | Did not meet |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | 53,500 | — (Board forewent cash for 2024) |
| Option Awards ($) | 24,043 | 5,238 |
| Total ($) | 77,543 | 5,238 |
Performance Compensation
| Equity Component | Grant Detail | Vesting | Notes |
|---|---|---|---|
| Annual director option (2024) | 1,187 options (Widder) | Vests on first anniversary of grant | Time-based vesting; no disclosed performance metrics |
| 2024 program – annual option grant sizes | Base: 1,000 per director; Board chair +291; Audit chair +250; Compensation chair +187; Nominating & CG chair +125; Audit members +125; Compensation members +93; Nominating & CG members +62 | Annual grants vest after 1 year | Directors forewent all cash compensation for 2024 |
| Underwater option cancellations (Nov 2024) | Non-employee directors canceled 15,785 options (strike $25.44–$925.92) for no consideration | N/A | Reduces overhang; alignment with shareholders |
Other Directorships & Interlocks
| Company | Nature | Potential Interlock with EVOK |
|---|---|---|
| Quidel Ortho Corporation | Public company board | None disclosed; no related-party transactions reported |
| Personalis | Public company board | None disclosed; no related-party transactions reported |
| Vision of Children Foundation | Non-profit board | None disclosed; no related-party transactions reported |
Expertise & Qualifications
- Physician-scientist with pathology training; founder/operator across biopharma and medtech; extensive IP and publication record .
- Venture capital background; board experience at multiple public companies; financing and product development expertise .
Equity Ownership
| Metric | Dec 31, 2024 | Mar 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 1,187 options unexercisable | 1,187 shares acquirable via options exercisable within 60 days |
| Percent of shares outstanding | — | <1% (asterisk) |
| Common shares directly owned | Not disclosed | Not disclosed |
| Shares pledged as collateral | Not disclosed | Not disclosed |
Say-on-Pay & Shareholder Feedback (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 308,413 | 144,621 | 3,361 | 503,675 |
| Frequency of say-on-pay | One year: 207,519 | Two years: 871 | Three years: 242,339 | Abstain: 5,666; Broker non-votes: 503,675 |
Governance Assessment
- Committee roles and independence: Widder is independent and sits on Audit and Nominating & Corporate Governance committees, supporting financial oversight and director selection processes .
- Attendance: Board met six times in 2024; all directors attended ≥75% of meetings; all directors attended the 2024 annual meeting, indicating baseline engagement .
- Ownership alignment: Beneficial ownership is limited (right to acquire 1,187 shares; <1%), suggesting modest personal economic exposure to EVOK equity .
- Compensation structure signals: Directors forewent cash fees in 2024, relying on small, time-based option grants; year-over-year shift from cash+options (2023) to options-only (2024) .
- Equity overhang management: November 2024 voluntary cancellation of underwater options by directors reduces dilution; viewed positively for alignment .
- Committee activity: Nominating & Corporate Governance Committee did not meet in 2024, a potential governance process gap to monitor for board refreshment and policies (RED FLAG) .
- Plan features: Company equity plan permits option repricing without shareholder approval, a shareholder-unfriendly feature that warrants attention (RED FLAG) .
- Controls and safeguards: No related-party transactions involving Widder disclosed; company adopted clawback policy aligned with SEC/Nasdaq listing standards .
- Shareholder sentiment: 2025 say-on-pay passed; stockholders recommended triennial frequency; provides context on investor preferences .
Overall, Widder brings deep operational and scientific expertise with independent status and audit governance involvement. Key watchpoints are low personal share ownership, the non-meeting of the nominating committee in 2024, and the plan’s repricing provision; positives include cash fee foregone in 2024, underwater option cancellations, and adoption of a clawback policy .