Mark Kowieski

About Mark Kowieski

Mark Kowieski, CPA, age 48, is Chief Financial Officer, Treasurer, and Secretary of Evoke Pharma (EVOK) since May 2024, after serving as VP of Finance from June 2022–May 2024 . He brings nearly two decades of finance and accounting experience across public and private companies; prior roles include Vice President, Finance & Accounting at Evofem Biosciences and leadership at Vital Therapies; he began his career at Arthur Andersen and is an active California CPA with B.A. in Business Administration and M.A. in Accountancy from the University of Wisconsin–Madison, and adjunct faculty experience at the University of San Diego teaching accounting . Company TSR trended negatively during 2022–2024: a hypothetical $100 investment in EVOK was worth $40.61 (2022), $15.91 (2023), and $5.58 (2024) per the Pay Versus Performance disclosure, underscoring equity headwinds during his tenure trajectory into the CFO role .

Past Roles

External Roles

Fixed Compensation

Notes:

• 2024 executive bonus determination was based 100% on corporate objectives with overall achievement assessed at 87% for the year; committee retained discretion in final payouts .

Performance Compensation

Annual Cash Incentive

Equity Awards (Options)

Additional observations:

• In November 2024, Kowieski voluntarily canceled 1,958 underwater options with exercise prices between $25.08 and $48.12, removing low-probability overhang and signaling alignment with shareholders .
• EVOK uses options as the primary long‑term incentive; exercise prices are set at fair market value on grant date; no RSUs/PSUs disclosed to date . Equity awards are subject to a Dodd-Frank/Nasdaq-compliant clawback policy adopted for Section 16 officers effective after October 2, 2023 .

Equity Ownership & Alignment

Implications for selling pressure:

• Monthly vesting schedule on 2024/2025 grants creates a steady stream of newly vesting options; however, the November 2024 cancellation of 1,958 underwater options reduces potential option supply and indicates willingness to reset equity incentives responsibly .

Employment Terms

Other governance protections:

• Company-wide clawback policy applies to Section 16 officers (including CFO) for erroneously paid incentive compensation received on/after Oct 2, 2023, per SEC/Nasdaq rules .

Compensation Structure Analysis

• Cash vs Equity Mix: 2024 total compensation included salary $390,000, bonus $156,000, and option grant date fair value $71,801; 2023 totaled salary $305,000, bonus $133,450, options $23,625, indicating increased emphasis on equity and higher at-risk pay post-promotion .
• Peer Benchmarking: The compensation committee retained Anderson Pay Advisors to review a 23‑company life sciences peer set (sub-$500mm market cap; <100 employees); the committee did not target a specific percentile, and stated base salaries remained below peer median .
• Equity Practices: Only stock options used (no RSUs/PSUs), priced at FMV on grant date; annual and promotion-based grant cadence; no option backdating; committee disclosed grants near MNPI with Item 402(x) table and minimal post-disclosure price impact (-0.7%) .
• Option Repricing/Modification: No repricing; directors and executives voluntarily canceled out-of-the-money options in Nov 2024 (Kowieski canceled 1,958 options) without consideration, removing underwater awards—positive governance signal .

Performance Compensation (Detailed Table)

Track Record, Value Creation, and Execution Risk

• Tenure/Role Transition: Promoted to CFO in May 2024, assuming Treasurer/Secretary roles; compensation adjusted accordingly .
• Stock Performance Context: TSR declined materially 2022–2024, reflecting significant market and company-specific pressures in commercializing Gimoti; this environment increases at‑risk equity’s retention and incentive function but reduces realized equity value .
• Option Cancellation: Proactive removal of underwater options reduces misaligned overhang; suggests focus on fresh, performance-relevant incentives .

Equity Ownership & Alignment (Expanded)

No pledging of awards permitted under plan; no pledging of common stock disclosed for Kowieski in beneficial ownership table .

Employment Terms (Detail Extracts)

• Base Severance: 9 months base salary and 9 months healthcare continuation for termination without cause/for good reason (outside CoC window) .
• CoC Protection: If termination without cause/for good reason within 3 months before or 12 months after a CoC, 24 months base salary, 2x “Bonus,” 24 months healthcare, and 100% acceleration of unvested equity; extended option exercisability up to at least 12 months, capped at original expiry .
• QOL Merger Transition: Employment ends on the day immediately after closing; treated as termination other than for Cause following a CoC; subject to release; provides for a Transition Services consulting period .

Investment Implications

• Alignment and Retention: Monthly-vesting option grants in 2024 and 2025, combined with robust CoC acceleration and 2x bonus multiple under CoC, create strong near‑term retention through a transaction but also front-load equity liquidity upon a qualifying termination—important for modeling potential post‑close supply and incentives .
• Selling Pressure Signals: Regular monthly vesting could introduce incremental selling capacity, but prior cancellation of underwater options reduces misaligned overhang; net effect likely modest given sub‑1% personal ownership .
• Pay-for-Performance: 2024 bonus outcomes reflect committee discretion amid 87% corporate achievement; ongoing reliance on options (no RSUs/PSUs) preserves upside sensitivity but limits guaranteed value—relevant under continued share price volatility .
• Transaction Economics: The QOL Medical deal triggers termination other than for Cause following a CoC and a consultancy; expect cash severance, healthcare, bonus protection, and full equity acceleration per agreement—creating a one‑time compensation outflow and removing a portion of management equity overhang at close .