Todd Brady

About Todd C. Brady, M.D., Ph.D.

Todd Brady (age 53) has served as an independent director of Evoke Pharma, Inc. since June 2007. He is CEO, President, and Director of Aldeyra Therapeutics (CEO/President since 2012; director since 2005). He previously was a Principal and Entrepreneur in Residence at Domain Associates (2004–2013). Dr. Brady holds an M.D. and Ph.D. from Duke University and an A.B. from Dartmouth College .

Past Roles

External Roles

Board Governance

• Independence: All directors except the CEO are independent under Nasdaq rules; Brady is independent .
• Board leadership: Independent Chairman (Cam L. Garner); CEO and Chair roles separated .
• Committee memberships: Compensation Committee (Chair); members are Brady, Hill, and Pyszczymuka (2025 composition) .
• Committee activity: Compensation Committee met 2 times in 2024 ; Audit Committee met 4 times ; Nominating & Corporate Governance Committee did not meet .
• Attendance: Board met 6 times in 2024; each director attended at least 75% of board and applicable committee meetings during their service . All directors attended the 2024 annual meeting .

Fixed Compensation (Director Pay)

Director cash fees were waived in 2024; EVOK disclosed no director cash retainers, chair fees, or meeting fees for that year .

Performance Compensation (Director Equity)

As of Dec 31, 2024, Brady held 1,218 unexercisable options; vesting on the one-year anniversary of grant . As of Mar 24, 2025 (record date), Brady’s 1,218 options are “immediately exercisable within 60 days,” reflecting vest timing proximity .

Other Directorships & Interlocks

Expertise & Qualifications

• Medical and scientific training (M.D., Ph.D.) with executive leadership in public biotech (Aldeyra) .
• Venture capital and company building experience (Domain Associates; strategic development) .
• Board service across multiple biopharma organizations; judged by EVOK to add strategic development expertise to the board .

Equity Ownership

EVOK had 1,492,858 shares outstanding on Mar 24, 2025; “*” denotes less than 1% ownership per EVOK’s table .

Governance Assessment

• Strengths:

  • Independent director with deep industry and operating experience (Aldeyra CEO) and scientific training; chairs Compensation Committee .
  • Clear separation of Chair and CEO; majority-independent board; compensation committee active and independent .
  • Board and committee attendance at or above 75%; full attendance at annual meeting .
  • Alignment signals: board waived 2024 cash fees and collectively cancelled underwater options in Nov 2024; annual director equity vests over time to encourage retention .
  • Clawback policy adopted for Section 16 officers per SEC/Nasdaq standards; independent compensation consultant engaged and peer group utilized (for executives; overseen by comp committee) .

• Watch items / potential conflicts:

  • External CEO role at Aldeyra increases time commitments; potential conflicts could arise if EVOK and Aldeyra transact—none disclosed to date .
  • Ownership alignment is modest (27 common shares; options pending/near vest); continued monitoring of compliance with any stock ownership guidelines (not disclosed by EVOK) is warranted .

• Additional notes:

  • Audit Committee oversight of related party transactions and insider trading policy are in place; no related party transactions reported for directors .
  • Compensation Committee composition changed from 2024 (Garner, Brady, Hill, Smeal) to 2025 (Brady, Hill, Pyszczymuka), with Brady remaining as chair—suggests refresh and continued independent oversight .

Appendix: Committee Assignments (2025)

Board independence and leadership structure described above; Brady is not on Audit or Nominating committees .

EVOK indemnifies directors and maintains D&O insurance coverage .