Vickie Reed
Evoke PharmaAbout Vickie Reed
Vickie W. Reed, age 63, has served as an independent director of Evoke Pharma since May 2021. She is a healthcare finance executive with 25+ years in operating and governance roles, and is a Certified Public Accountant (inactive, Colorado) with a B.S. in Accounting from the University of Colorado Denver. The board has designated her an “audit committee financial expert” and noted her financial sophistication under Nasdaq rules, reflecting her prior service as Senior Vice President, Finance and Chief Accounting Officer at Mirati Therapeutics, Senior Director of Finance and Controller at Zogenix, corporate accounting roles at Amylin Pharmaceuticals, and early career at Price Waterhouse (now PwC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mirati Therapeutics, Inc. | SVP, Finance & Chief Accounting Officer | Oct 2013 – Jul 2022 | Led finance and accounting for a public biotech; contributed executive management experience |
| Zogenix, Inc. | Senior Director, Finance & Controller | Nov 2012 – Sep 2013 | Public biotech finance leadership |
| Amylin Pharmaceuticals, Inc. | Corporate Accounting positions | Pre-2012 | Public biotech accounting experience |
| Price Waterhouse (now PwC) | Started career | Early career | Public accounting foundation (CPA, inactive CO) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DMK Pharma (formerly Adamis Pharmaceuticals Corporation) | Director | May 2022 – Jun 2024 | Public company board service |
Board Governance
- Independence: Reed is independent under SEC and Nasdaq rules; the board states all directors are independent except the CEO .
- Committee assignments: Audit Committee Chair; members are Reed, Benjamin Smeal, and Kenneth J. Widder; all independent and financially literate .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of board and committee meetings on which they served. All directors attended the 2024 annual meeting; all directors also attended the 2023 annual meeting .
- Audit Committee oversight: Delivered the audit committee report, reviewed auditor independence and communications (PCAOB AS 1301), and recommended inclusion of audited financials in the 2024 annual report .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Annual meeting attendance (all directors) | Yes | Yes |
| Board meetings held | — | 6 |
| Audit Committee meetings | 4 | 4 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $60,000 | $0 (Board forewent cash compensation for 2024) |
| Option Awards ($) | $25,308 | $5,516 |
| Total ($) | $85,308 | $5,516 |
- Director compensation program: Initial grant for new directors is options to purchase 5,833 shares vesting in three equal annual installments. Annual grants at each annual meeting: 1,000 options to each non-employee director; additional options by chair role (Board Chair +291; Audit Chair +250; Compensation Chair +187; Nominating Chair +125) and by committee membership (Audit +125; Compensation +93; Nominating +62). Annual grants vest on the first anniversary of grant date .
| Role/Grant Type | Options (shares) | Vesting |
|---|---|---|
| New non-employee director initial grant | 5,833 | 3 equal annual installments |
| Annual grant – non-employee director | 1,000 | First anniversary |
| Board Chair (additional) | +291 | First anniversary |
| Audit Chair (additional) | +250 | First anniversary |
| Compensation Chair (additional) | +187 | First anniversary |
| Nominating Chair (additional) | +125 | First anniversary |
| Audit Committee member (additional) | +125 | First anniversary |
| Compensation Committee member (additional) | +93 | First anniversary |
| Nominating Committee member (additional) | +62 | First anniversary |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Options Granted (shares) | 15,000 (for director service) | 1,250 (for director service) |
| Grant Date Fair Value ($) | $25,308 | $5,516 |
| Vesting Schedule | Vests on first anniversary of grant date | Vests on first anniversary of grant date |
| Performance Metrics | None disclosed for director equity (time-based vesting) | None disclosed for director equity (time-based vesting) |
- Option modifications: In Nov 2024, non-employee directors voluntarily cancelled an aggregate 15,785 out-of-the-money options (exercise prices $25.44–$925.92) for no consideration, reflecting alignment and cleanup of underwater awards .
Other Directorships & Interlocks
- Compensation committee interlocks: For 2024, compensation committee members were Garner, Brady, Hill, and Smeal; none had interlocks involving Evoke executives serving on other companies’ boards/comp committees .
- No related party transactions: Company reports none during/after Jan 1, 2024, and the Audit Committee reviews/approves related-person transactions per charter .
Expertise & Qualifications
- CPA (inactive, Colorado); deep finance experience in public biotech (Mirati, Zogenix, Amylin) and public accounting (Price Waterhouse) .
- Designated “audit committee financial expert” by the board; meets Nasdaq financial sophistication requirements .
- Board rationale: Financial skills, governance knowledge, and executive leadership support Audit Chair role .
Equity Ownership
| Metric | Dec 31, 2023 | Dec 31, 2024 | Mar 24, 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 25,666 | — | 1,250 |
| Percent of Total | * | — | * |
| Options Exercisable | 8,722 | 0 | 1,250 (exercisable within 60 days) |
| Options Unexercisable | 16,944 | 1,250 | — |
Notes:
- As of Dec 31, 2024, Reed held 1,250 unexercisable options; no exercisable options were reported for that date .
- As of Mar 24, 2025, Reed’s beneficial ownership reflects 1,250 shares she has the right to acquire via options within 60 days; no direct common shares are reported .
- Company has an Insider Trading Compliance Policy applicable to directors and officers .
- No pledging/hedging disclosures specific to Reed; no related-party transactions involving Reed reported .
Shareholder Voting & Engagement Signals (2025)
| Item | Result |
|---|---|
| Election of Vickie W. Reed (Class III) | For: 335,555; Withheld: 120,840; Broker Non-Votes: 503,675 |
| Auditor Ratification (BDO USA, P.C.) | For: 935,706; Against: 12,174; Abstain: 12,190 |
| Say-on-Pay (Advisory) | For: 308,413; Against: 144,621; Abstain: 3,361; Broker Non-Votes: 503,675 |
| Say-on-Pay Frequency | 1 Year: 207,519; 2 Years: 871; 3 Years: 242,339; Abstain: 5,666; Board adopted 3-year cycle |
Governance Assessment
- Strengths: Independence; Audit Chair and designated financial expert; consistent meeting participation (≥75%); full annual-meeting attendance; clear audit oversight and auditor independence discussions; clawback policy adopted per SEC/Nasdaq rules; no related-party transactions reported .
- Ownership/Alignment: Low direct ownership; equity alignment via options; board-wide cancellation of underwater options and foregone cash compensation in 2024 indicate cost discipline and alignment during a constrained period .
- Compensation structure: Director pay skewed to equity with time-based vesting; no performance-linked director metrics disclosed. 2024 cash retainer waived; 2023 cash fees show standard program baseline; annual option increments reinforce committee responsibility recognition (Audit Chair add-on) .
- Risk indicators: No legal/SEC proceedings disclosed; no tax gross-ups; clawback policy in place; related-party transactions none; audit fees rose (normal with corporate events/audit scope) and were pre-approved per policy .
- Shareholder sentiment: Reed re-elected with a comfortable margin; say-on-pay passed; shareholders recommended triennial say-on-pay, which the board adopted—suggesting alignment with investor preference on cadence .
RED FLAGS to monitor:
- Limited personal share ownership may be viewed as low “skin-in-the-game” versus institutional best practices, though option-based exposure exists .
- Company-wide cash retainer waiver (2024) signals cost pressure; while alignment-positive, it can reflect financial constraints requiring ongoing governance vigilance .