Malcolm Hill
Evoke PharmaAbout Malcolm R. Hill
Malcolm R. Hill, Pharm.D., age 68, has served on Evoke Pharma’s board since June 2007, bringing more than 30 years of academic and pharmaceutical industry experience in clinical development with emphasis in gastroenterology, respiratory medicine, and drug delivery systems . He is Chief Development Officer at Mopac Biologics (since September 2020) and previously held senior R&D roles at PvP Biologics (CDO, 2016–2020), Meritage Pharma (CSO, 2008–2015), Verus Pharmaceuticals (SVP R&D), and Dura Pharmaceuticals (VP, corporate officer) . Dr. Hill earned his Pharm.D. from the University of Southern California, completed post-doctoral work at the VA Medical Center (San Diego), and held research and assistant professor roles at National Jewish Medical and Research Center and the University of Colorado Schools of Medicine and Pharmacy; he has published 80+ articles in clinical pharmacology and pharmacokinetics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mopac Biologics | Chief Development Officer | Sep 2020–present | Development of computational protein therapeutics for GI inflammation |
| PvP Biologics (acquired by Takeda) | Chief Development Officer | Jun 2016–Mar 2020 | CDO overseeing clinical development pre-acquisition |
| Meritage Pharma (acquired by Shire) | Chief Scientific Officer | 2008–Feb 2015 | Led novel EoE treatments through development |
| Verus Pharmaceuticals | SVP, R&D | Prior to 2008 | Responsible for development-stage programs |
| Dura Pharmaceuticals | Vice President; Corporate Officer | Prior to Verus | Senior management team member |
| ProPharmaCon, LLC | Partner | Prior | Product development and regulatory consulting |
| National Jewish Medical and Research Center | Research position | Prior | Academic research role |
| Univ. of Colorado (Schools of Medicine and Pharmacy) | Assistant Professor | Prior | Academic appointment |
External Roles
| Category | Company/Institution | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other current public company directorships disclosed for Hill . |
| Private/other | Mopac Biologics | Chief Development Officer | Current operating role . |
| Prior companies (selected) | PvP Biologics; Meritage Pharma; Verus; Dura | CDO/CSO/SVP R&D/VP | All prior operating roles; PvP acquired by Takeda; Meritage by Shire . |
Board Governance
- Independence: The board determined all directors other than the CEO are independent; Hill is an independent director under Nasdaq rules .
- Tenure and class: Director since June 2007; nominated and elected in 2025 as a Class III director to a term expiring at the 2028 annual meeting .
- Committees and roles (2024 activity levels):
- Compensation Committee: Member; committee met 2 times in 2024; all members (including Hill) determined independent .
- Nominating & Corporate Governance Committee: Chair (Hill); committee did not meet in 2024; members determined independent .
- Audit Committee: Hill is not listed as a member; Audit met 4 times in 2024 (Chair: V. Reed; all members independent) .
- Board meetings and attendance: The board met 6 times in 2024; each director attended at least 75% of the board and relevant committee meetings . All directors attended the 2024 annual meeting of stockholders .
- 2025 director election results (signal of support): Hill received 327,711 “For” vs 128,684 “Withheld” (503,675 broker non-votes) on May 21, 2025, and was elected by plurality .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Director annual cash retainer (program) | $45,000 base; Chair and committee cash retainers available per role (see note) | $45,000 base; Chair and committee cash retainers available per role (see note) | Directors elected to forego all cash compensation for 2024 |
| Cash fees paid to Hill | $54,500 | $54,500 | $0 |
Note: 2023 policy included additional annual cash retainers: Board Chair $20,000; Audit Chair $15,000; Compensation Chair $8,000; Nominating/Governance Chair $5,500; Audit members $5,750; Compensation members $4,000; Nominating/Governance members $2,750; all cash fees were foregone for 2024 .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option award (grant-date fair value) | $29,123 | $24,675 | $5,374 |
| Option shares granted to Hill (annual director award) | 4,811 options; vest on 1st anniversary | 14,625 options; vest on 1st anniversary | 1,218 options; vest on 1st anniversary |
| Vesting terms (annual grants) | 1-year service-based | 1-year service-based | 1-year service-based |
| Program structure in effect (2025 proxy) | — | — | Annual meeting option grants: each director 1,000; plus Chair adders (Board +291; Audit +250; Comp +187; Nominating +125); committee members adders (Audit +125; Comp +93; Nominating +62); all annual grants vest on 1-year anniversary |
Additional alignment signal: In Nov 2024, all non-employee directors voluntarily canceled an aggregate of 15,785 out-of-the-money options (exercise prices $25.44–$925.92) for no consideration .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Hill .
- Compensation Committee interlocks: None; no executive officer of Evoke served on the compensation committee or board of an entity where an Evoke executive served, and none of the committee members (including Hill) has ever been an Evoke officer/employee .
Expertise & Qualifications
- Domain expertise: Clinical development, clinical pharmacology/pharmacokinetics, gastroenterology and drug delivery; 80+ publications .
- Education: Pharm.D., University of Southern California; post-doctoral program at VA Medical Center (San Diego); research fellowship at University of Florida Health Sciences Center .
- Board contribution: Chair of Nominating & Corporate Governance Committee; member of Compensation Committee; independence affirmed by board .
Equity Ownership
| As-of Date | Common Shares | Options – Exercisable | Options – Unexercisable | Total Beneficial Ownership |
|---|---|---|---|---|
| Dec 31, 2024 (director option holdings table) | — | 0 | 1,218 | — |
| Mar 24, 2025 (beneficial ownership table) | 133 | 1,218 (exercisable within 60 days) | — | 1,351 shares total |
Notes: Beneficial ownership percentages for directors were reported as “*” (less than 1%); Hill’s composition footnote specifies 133 common shares plus 1,218 options immediately exercisable within 60 days of March 24, 2025 . Shares outstanding on March 24, 2025 were 1,492,858 .
Related-Party and Policy Overview
- Related-party transactions: None reported for 2024–2025 proxy period .
- Oversight: Audit Committee reviews/approves related person transactions; committee chartered accordingly .
- Insider trading policy: Company maintains an Insider Trading Compliance Policy applicable to directors and others .
- Indemnification and D&O: Company provides indemnification agreements and D&O insurance for directors .
Say-on-Pay & Shareholder Feedback
| Meeting Date | Item | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|---|
| May 21, 2025 | Say-on-Pay (Advisory) | 308,413 | 144,621 | 3,361 | 503,675 | Approved |
| May 21, 2025 | Say-on-Pay Frequency | One Year: 207,519; Two Years: 871; Three Years: 242,339; Abstain: 5,666; Broker Non-Votes: 503,675 | — | — | — | Three Years recommended and adopted |
| May 22, 2024 | Say-on-Pay (Advisory) | 1,734,876 | 1,500,433 | 2,349 | 2,456,945 | Approved |
Governance Assessment
- Board effectiveness and engagement: Hill chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee; the board met 6 times in 2024 with each director attending at least 75%, and all directors attended the 2024 annual meeting—solid baseline engagement .
- Independence and potential conflicts: Hill is independent under Nasdaq rules; the Compensation Committee disclosed no interlocks, and the company reported no related-party transactions—low conflict profile .
- Pay alignment signals: Directors voluntarily canceled out-of-the-money options in Nov 2024 and forewent cash retainers in 2024; Hill’s 2024 compensation was entirely equity-based with modest grant values, which aligns incentives and conserves cash at a micro-cap—constructive signals for investors .
- Shareholder support: Hill’s 2025 re-election passed by plurality; say-on-pay received majority support in both 2024 and 2025, and shareholders recommended triennial frequency—indicates acceptable compensation governance to investors at present .
RED FLAGS: None material disclosed for Hill specifically (no related-party transactions; no attendance shortfalls; no interlocks). Notably, the Nominating & Governance Committee did not meet in 2024; while not inherently problematic, limited committee activity warrants continued monitoring of governance processes given Hill’s role as chair .
Positive alignment: 2024 board-wide option cancellation and cash fee suspension; clear committee independence; and formal oversight of related-party transactions .