Matthew D'Onofrio
Evoke PharmaAbout Matthew D'Onofrio
Matthew J. D’Onofrio, age 55, is Evoke Pharma’s co‑founder and has served as Chief Executive Officer and director since March 2024; prior roles include President/COO (Feb 2023–Mar 2024), EVP/Chief Business Officer (2010–2023), and EVP Corporate Development (2007–2010) . He holds a B.S. in Chemistry (San Diego State University) and an MBA (University of Southern California), with 30+ years of pharmaceutical experience at Victory Pharma, Vertex Pharmaceuticals, and Eli Lilly . Pay-versus-performance disclosures show Evoke’s TSR proxy index value fell from $40.61 (2022) to $15.91 (2023) to $5.58 (2024), while net losses were $8.2M (2022), $7.8M (2023), and $5.4M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Evoke Pharma | Chief Executive Officer and Director | Mar 2024–present | Led commercialization/finance execution; compensation tied to corporate objectives |
| Evoke Pharma | President & Chief Operating Officer | Feb 2023–Mar 2024 | Operational leadership; transition to CEO |
| Evoke Pharma | EVP & Chief Business Officer | 2010–2023 | Business development, partnerships |
| Evoke Pharma | EVP, Corporate Development | Mar 2007–2010 | Corporate development, M&A groundwork |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Victory Pharma | Vice President, Business Development | Not disclosed | Specialty pharma BD leadership |
| Vertex Pharmaceuticals | Director and Head of West Coast Business Development | Not disclosed | Directed partnership efforts across La Jolla facility/assets |
| Eli Lilly & Company | Various commercial roles | ~10 years (not itemized) | Global corporate BD, commercial experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (Approved) |
|---|---|---|---|
| Base Salary ($) | $450,000 | $615,000 | $645,000 (approved Jan 2025) |
| Target Bonus % | 50% prior to May 2024; not explicitly stated for 2023 | 60% (after May 2024 promotion) | Not disclosed |
| Actual Bonus ($) | $281,250 | $321,030 | Not disclosed |
| Option Awards ($, ASC 718) | $78,000 | $281,762 | Not disclosed |
| All Other Compensation ($) | $48,121 | $54,571 | Not disclosed |
| Total Compensation ($) | $857,371 | $1,272,363 | Not disclosed |
Performance Compensation
Annual Cash Bonus Mechanics (FY 2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Corporate objectives (commercial development, cash/financial objectives) | 100% | 60% of base salary | 87% corporate achievement | $321,030 (87% × 60% × $615,000) | Qualitative/quantitative guidelines; cash management within budget |
Equity Awards Outstanding (as of 12/31/2024)
| Grant Date | Award Type | Shares | Exercise Price | Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Aug 7, 2024 | Stock options | 64,840 (unexercisable) | $5.27/share | $281,762 | 50% at 18 months; remaining 50% monthly over next 18 months (service-based) | Aug 7, 2034 |
- Underwater options cancellation: In Nov 2024, D’Onofrio voluntarily canceled 9,202 options with exercise prices $48.12–$385.92; no repricing, reducing overhang and signaling discipline .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 9,820 (as of Mar 24, 2025) |
| % of shares outstanding | * (less than 1%; 1,492,858 shares outstanding base) |
| Vested vs unvested options (12/31/2024) | 64,840 unexercisable; no exercisable disclosed in that table |
| Shares pledged as collateral | Not disclosed |
| Stock ownership guidelines | Not disclosed |
| Hedging/insider trading policy | Company-wide Insider Trading Compliance Policy adopted by the board |
Change-of-control equity treatment at Merger Effective Time (assumption date Nov 10, 2025): “Single-trigger” cancellation and cash payment for unvested options at $11.00 minus exercise price; D’Onofrio: 134,840 unvested option shares; cash consideration $830,033 . 280G excise tax cutback applies to parachute payments to avoid 4999 excise tax, reducing amounts if necessary .
Employment Terms
Employment Agreement Economics (as amended in connection with Merger)
| Scenario | Base Salary Severance | Bonus Severance | 2025 Target Bonus | Health & Welfare (COBRA) | Life Insurance | Outplacement | Notes |
|---|---|---|---|---|---|---|---|
| Termination without cause/for good reason (no CoC) | 12 months of monthly base salary | Not specified (non‑CoC) | Not applicable | 12 months of COBRA premiums | 12 months premiums | $15,000 | Equity accelerates to the portion that would have vested in 12 months |
| Double-trigger within 24 months of change of control | 24 months of monthly base salary | 2× bonus for year of termination | Additional payment equal to 2025 target bonus if unpaid | 24 months of COBRA premiums | 12 months premiums | $15,000 | 100% acceleration of all outstanding stock awards (if T-3 months to T+12 months window) |
Quantified severance and benefits under double-trigger (assumed Effective Time Nov 10, 2025):
| Component | Amount ($) |
|---|---|
| Base Salary Severance | $1,290,000 |
| Bonus Severance | $774,000 |
| 2025 Bonus | $387,000 |
| Health & Welfare (incl. COBRA; plus life insurance and outplacement) | $139,519 (incl. $121,789 health/welfare + $2,730 life + $15,000 outplacement) |
| Total Cash Severance/Benefits | $2,451,000 cash + $139,519 perqs/benefits = per table categories |
Transition Services Agreement (post-Merger)
| Term | Amount/Detail |
|---|---|
| Monthly consulting retainer | $50,000/month |
| Original Transition Period | 6 months from Effective Time (extendable by mutual agreement) |
| Transition services bonus | $375,000 (if service continues through Original Expiration Date) |
| Aggregate retainer through Original Expiration Date | $300,000 |
| Total potential transition compensation | $675,000 (retainer + bonus) |
| Agreement date references | Transition Services Agreement dated Nov 3, 2025; tied to Merger closing |
Eligibility for severance/acceleration conditioned on execution/non‑revocation of a general release and continued compliance with restrictive covenants .
Board Governance and Director Service
- Board independence: all directors independent except D’Onofrio (CEO), mitigating dual‑role concerns; board separates CEO and Chair roles, with Cam L. Garner as Chair .
- Board meetings: six in 2024; each director attended ≥75% of meetings/committees during service; all directors attended 2024 annual meeting .
- Committees: Audit (Reed—Chair; Smeal; Widder); Compensation (Brady—Chair; Hill; Pyszczymuka); Nominating & Governance (Hill—Chair; Widder; Pyszczymuka). D’Onofrio is not listed as a member of any committee, supporting independence of oversight .
- Director pay: Non‑employee directors elected to forego cash compensation for 2024; D’Onofrio did not receive additional director compensation beyond executive pay .
Director Compensation Program (Non‑Employee)
| Item | Program Detail |
|---|---|
| Initial option grant (new director) | 5,833 options; vest in three equal annual installments |
| Annual grants (each non‑employee director) | 1,000 options; committee chair/member add‑ons by role; vest on first anniversary |
| 2024 cash fees | Foregone by all non‑employee directors |
| Underwater options | Nov 2024 cancellation of 15,785 high‑strike options by non‑employee directors |
Compensation Peer Group (2024 Review)
Peer group used for benchmarking (no fixed percentile targeting; committee used judgment): Agile Therapeutics; Akebia Therapeutics; Aquestive Therapeutics; Assertio Holdings; BioXcel Therapeutics; Cara Therapeutics; Cumberland Pharmaceuticals; Curis; DURECT Corp; Eagle Pharmaceuticals; EyeNovia; Jaguar Health; Nektar Therapeutics; NovaBay; Puma Biotechnology; RedHill Biopharma; Scorpius Holdings; scPharmaceuticals; Talphera; TherapeuticsMD; Trevena; Verastem; Verrica Pharmaceuticals .
Compensation Structure Analysis
- Mix shift: Total compensation rose from $857,371 (2023) to $1,272,363 (2024), driven by higher base ($450k→$615k), higher bonus ($281k→$321k), and larger option grant ($78k→$282k), increasing at‑risk exposure via equity while elevating fixed pay for CEO duties .
- Performance alignment: 2024 bonus tied 100% to corporate goals; payout at 87% achievement indicates formulaic approach rather than pure discretion .
- Equity discipline: Cancellation of deeply underwater options (Nov 2024) avoided repricing optics; 2024 option grant priced at market ($5.27) with standard vesting cadence .
- Change‑of‑control safeguards: 280G cutback limits parachute tax exposure; single‑trigger cash-out for options at $11.00 creates liquidity in merger but may reduce post‑close equity alignment .
Risk Indicators & Red Flags
- Dual role: CEO + director; independence mitigated by separate chair and independent committees .
- Retention risk: Employment terminates at close; consulting for 6 months with $50k/month and $375k bonus; substantial double‑trigger severance could incentivize exit over long‑term retention .
- Option cash‑out: Single‑trigger monetization of unvested options ($830,033) at $11 less strike may drive near‑term liquidity vs. long‑term ownership .
- Governance positives: No repricing; independent committee oversight; directors waived cash fees; 280G cutback provision .
Equity Ownership & Alignment Details (Change-of-Control Quantification)
| Component | Amount ($) |
|---|---|
| Cash Severance (base + bonus + 2025 bonus) | $2,451,000 |
| Equity (unvested option cash consideration at $11 less strike) | $830,033 |
| Perquisites/Benefits (COBRA, life, outplacement) | $139,519 |
| Transition Retainer + Bonus | $675,000 |
| Total Potential Package (excluding 280G cutback effects) | $4,095,552 |
Employment Contracts, Covenants, and Other Terms
- Amended and restated employment agreement executed in connection with merger; includes severance terms and change-of-control double‑trigger benefits; equity acceleration rules; standard confidentiality, non‑compete, and non‑solicit covenants; release requirement .
- Transition Services Agreement effective upon Merger close; if Effective Date does not occur, D’Onofrio remains CEO under the Employment Agreement .
- SOX 906 certification signed by D’Onofrio as CEO for Q3 2025 10‑Q .
Performance & Track Record
| Year | TSR Proxy Index Value (initial $100 investment) | Net Loss ($M) |
|---|---|---|
| 2022 | $40.61 | $(8.2) |
| 2023 | $15.91 | $(7.8) |
| 2024 | $5.58 | $(5.4) |
- 2024 corporate achievements used for bonuses included commercial milestones and maintaining adequate cash resources within budget .
Investment Implications
- Near-term insider selling/liquidity pressure is elevated due to single‑trigger option cash‑out and substantial double‑trigger severance, plus six‑month consulting retainer/bonus; this reduces long‑term equity alignment post‑merger .
- Governance structure limits CEO influence over compensation via independent committees and separate chair, with no repricing and disciplined option practices; peers used for benchmarking without percentile ratcheting .
- Pay-for-performance linkage is formulaic (87% achievement), but sustained negative TSR and losses may constrain future payouts if corporate objectives tighten; watch for any revisions to bonus metrics post‑merger .
- Retention risk is high given role termination at close; transition agreements provide short‑term continuity but imply leadership turnover; monitor 8‑K updates and definitive merger timeline for execution risk .