Marilyn Carlson
Evoke PharmaAbout Marilyn Carlson
Marilyn R. Carlson, D.M.D., M.D., is Chief Medical Officer at Evoke Pharma (EVOK) and has served since December 2013, after consulting closely with Evoke since its founding in 2007 . She holds a B.A. from Hunter College, a D.M.D. from Harvard School of Dental Medicine, and an M.D. from Case Western Reserve University, plus an internal medicine residency at The Cleveland Clinic and a certification in regulatory affairs . Age: 77 . She was the key clinical and regulatory lead through Gimoti’s entire development and participated in all FDA meetings, aligning execution to regulatory endpoints . Company performance during 2024: net product sales grew 97.8% year-over-year to $10.2M, with Q4 2024 revenue up 24.6% vs Q3; net loss narrowed to $5.4M from $7.8M in 2023 . EVOK’s TSR (value of $100 invested) declined across 2022–2024 amid share issuance and scaling costs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procter & Gamble Healthcare/Pharmaceuticals | Clinical research, medical affairs, brand management | 1991–1997 | Led clinical/medical functions and brand technical management in large-cap healthcare, grounding translational execution . |
| XOMA (US) LLC | Medical Director; VP, Clinical & Medical Affairs | 1997–2000 | Advanced biologics development; bridged clinical and regulatory interfaces . |
| Advanced Corneal Systems (now ISTA) | VP, Clinical & Medical Affairs; CMO | 2000 | Oversaw ophthalmic clinical/medical programs . |
| Prometheus Laboratories Inc. | VP, Medical/Regulatory; CMO | 2000–2004 | Ran safety surveillance, medical monitoring, and regulatory submissions . |
| entreMeDica, Inc. | Founder & President (consulting CMO services) | 2004 | Provided outsourced CMO services across therapeutic areas . |
| Synteract, Inc. (CRO) | VP, Medical & Regulatory Affairs | 2004–2012 | Led safety, medical monitoring, and regulatory submissions for sponsors . |
| Agility Clinical, Inc. (CRO) | Co-founder | 2012 | Built CRO capabilities for virtual, orphan-focused companies . |
| Evoke Pharma | Consulting CMO; then CMO | 2007–present (CMO since Dec 2013) | Key clinical/regulatory expert leading Gimoti development and FDA interactions . |
External Roles
| Organization | Role | Years | Note |
|---|---|---|---|
| Agility Clinical, Inc. | Co-founder | 2012 | CRO focused on virtual/orphan drug companies . |
| entreMeDica, Inc. | Founder & President | 2004 | Consulting CMO services firm . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (approved) |
|---|---|---|---|
| Base Salary ($) | $420,000 | $435,000 (approved Feb 2024) | $461,000 (approved Jan 2025) |
| Target Bonus (%) | — | 45% of base | — |
| Actual Bonus Paid ($) | $236,250 (paid Q1’24) | $170,303 (paid Q1’25) | — |
| All Other Compensation ($) | $24,989 (health premium reimbursement) | $24,829 (health premium reimbursement) | — |
Notes:
- Dr. Carlson devotes 80% of productive time to CMO duties; company reimburses up to $2,000/month for Medicare premiums .
- Bonuses are 100% tied to corporate objectives set annually by the board/comp committee .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual cash bonus (2024) | 100% corporate objectives | Target 45% of base | Corporate achievement 87% | $170,303 (paid Q1’25) | Paid in cash following year . |
| Option grant (Aug 7, 2024) | — | 17,291 shares @ $5.27 | Service-based | Grant-date FV $74,801 | Vests monthly over 3 years starting 8/7/2024 . |
| Option grant (Jan 28, 2025) | — | 11,000 shares (exercise price not disclosed) | Service-based | — | Vests monthly over 3 years starting 1/28/2025 . |
Notes:
- Equity awards are stock options; EVOK has not granted RSUs/PSUs to date .
- August 2024 options were granted compliant with ASC 718 and MNPI windows disclosure .
Equity Ownership & Alignment
| As of March 24, 2025 | Shares Held | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % of Shares Outstanding |
|---|---|---|---|---|
| Marilyn R. Carlson, D.M.D., M.D. | 360 | 5,238 | 5,598 | * (less than 1%) |
| Options Outstanding (12/31/2024) | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Aug 7, 2024 grant | 1,921 | 15,370 | $5.27 | 8/7/2034 | Monthly over 3 years from 8/7/2024 . |
Alignment signals:
- Underwater option cancellation: Dr. Carlson voluntarily canceled 7,672 out-of-the-money options (exercise prices $48.12–$385.92) in Nov 2024, signaling no repricing and reduced overhang .
- Insider trading policy adopted; clawback policy implemented (Dodd-Frank/Nasdaq-compliant) .
Merger/tender offer treatment:
- In the announced $11.00 per share tender offer, all company options accelerate at Effective Time and convert to cash equal to Offer Price minus exercise price (if in-the-money); otherwise canceled without consideration. Her Aug 2024 options at $5.27 would be in-the-money at $11.00 .
Stock ownership guidelines/pledging:
- Proxy discloses insider trading and clawback policies; no specific stock ownership guideline multiples or pledging/hedging policy is disclosed in the proxy . Tender/support agreements for insiders restrict transfers, hedging, and pledging between signing and termination, indicating short-term alignment during the transaction process .
Employment Terms
| Provision | Base Case | Change-in-Control (CoC) Case |
|---|---|---|
| Time commitment | 80% of productive time to CMO role | — |
| Severance (termination without cause / good reason) | Lump sum equal to 9 months base salary | Lump sum equal to 24 months base salary |
| Bonus multiple | — | Lump sum equal to 2x “bonus” per agreement definition |
| Healthcare benefit post-termination | Medicare premium reimbursement up to $2,000/month for 9 months | Medicare premium reimbursement up to $2,000/month for 24 months |
| Equity vesting acceleration | No acceleration outside defined cases; awards exercisable per plan | Full acceleration if termination occurs 3 months prior to or within 12 months following a CoC; otherwise 12 months’ worth of vest accrual upon non-CoC involuntary termination |
| Exercise window | Awards remain exercisable until at least 12 months post-termination, subject to award terms | |
| Covenants | Confidentiality, non-competition, non-solicitation standard provisions | |
| Amended terms (Nov 3, 2025) | — | Guaranteed payment of 2025 target bonus if terminated before bonus payment; adds Section 280G/4999 parachute payment cutback; Transition Services Agreement executed with Parent post-close |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Product Sales ($) | $5,180,630 | $10,249,415 |
| Net Loss ($) | $(7,792,295) | $(5,352,194) |
| Q4 Revenue Growth vs Prior Quarter | — | +24.6% (Q4 vs Q3) |
| TSR – Value of $100 Investment | $40.61 | $5.58 |
Narrative highlights:
- 2024 revenue nearly doubled (97.8% YoY) with improved fulfillment via ASPN pharmacy network and expanded prescriber base; net loss narrowed, but SG&A increased for commercialization .
- Clinical validation presented at DDW 2024 and ACG 2024, supporting Gimoti’s utility (including GLP-1 users with diabetic gastroparesis) .
- EVOK guided 2025 net revenue to ~$16M, contingent on commercialization and reimbursement dynamics .
Compensation Committee Analysis
- Independent consultant: Anderson Pay Advisors LLC retained in 2024; determined independent per Rule 10C-1/Nasdaq standards .
- Peer group (23 life sciences companies; < $500M market cap; < 100 employees; national): Agile Therapeutics; Akebia; Aquestive; Assertio; BioXcel; Cara; Cumberland; Curis; DURECT; Eagle; EyeNovia; Jaguar; Nektar; NovaBay; Puma; RedHill; Scorpius; scPharma; Talphera; TherapeuticsMD; Trevena; Verastem; Verrica .
- Committee did not target a specific percentile; used judgment and experience .
Vesting Schedules & Insider Selling Pressure
- Options vest monthly for Dr. Carlson’s 2024 and 2025 grants and carry a 10-year term (Aug 2024 expiring 8/7/2034) .
- November 2024 cancellation of underwater options across NEOs reduces overhang and avoids repricing signals .
- In the tender offer, option acceleration and cash-out of in-the-money options may create near-term liquidity for insiders and eliminate post-close selling pressure from those awards .
Equity Ownership & Pledging
- Beneficial ownership is de minimis (<1%); options exercisable within 60 days materially exceed common shares held, indicating equity alignment primarily via options rather than large common share holdings .
- No disclosed executive stock ownership guideline multiples or pledging policy; general insider trading compliance and clawback policies are in place .
- Tender/support agreements restrict transfers, hedging, and pledging for insiders during the transaction period .
Board Governance
- Dr. Carlson is not a director; governance metrics for directors (committee membership, attendance, independence) are not applicable to her role .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes annual say-on-pay proposal; historical approval percentages are not disclosed in the proxy .
Investment Implications
- Pay-for-performance alignment: 2024 bonuses tied 100% to corporate goals with an 87% achievement level and significant YoY revenue growth, suggesting incentive linkage to commercial execution .
- Retention risk: Severance provides 9 months base (24 months under CoC) plus healthcare and 2x bonus under CoC, with double-trigger equity acceleration—competitive protections that mitigate near-term attrition risk around the announced tender offer .
- Trading signals: November 2024 cancellation of underwater options reduces dilution risk; tender offer will cash-settle in-the-money options (e.g., Aug 2024 grant at $5.27 strike vs $11 offer), potentially aligning insider liquidity with deal completion and reducing post-close selling pressures .
- Alignment: Limited common share ownership implies alignment primarily through options; absence of disclosed stock ownership guidelines/pledging policy is a governance gap, partially offset by insider trading and clawback policies and transaction-period transfer/hedge restrictions .