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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance Table

The following table sets forth information concerning the compensation of our named executive officers, or NEOs, for each of the fiscal years ended December 31, 2024, 2023 and 2022, and our financial performance for each such fiscal year:

 

 

Summary Compensation Table for Total Current PEO
(D'Onofrio)(1)

 

 

Compensation Actually Paid to Current PEO
(D'Onofrio)(2,3)

 

 

Summary Compensation Table for Total Former PEO
(Gonyer)(1)

 

 

Compensation Actually Paid to Former PEO
(Gonyer)(2,3)

 

 

Average Summary Compensation Table Total for Non-PEO
NEOs(1)

 

 

Average Compensation Actually Paid to Non-PEO NEOs(2,3)

 

 

Value of Initial Fixed $100 Investment Based on Evoke Total Shareholder Return

 

 

Evoke Net Loss
($ Millions)

 

 

(a)

 

(b)

 

 

(c)

 

 

(b)

 

 

(c)

 

 

(d)

 

 

(e)

 

 

(f)

 

 

(h)

 

 

2024

 

$

1,272,363

 

 

$

1,197,602

 

 

$

240,930

 

 

$

221,217

 

 

$

687,586

 

 

$

666,143

 

 

$

5.58

 

 

$

(5.4

)

 

2023

 

$

—

 

 

$

—

 

 

$

1,207,058

 

 

$

1,106,967

 

 

$

792,930

 

 

$

726,522

 

 

$

15.91

 

 

$

(7.8

)

 

2022

 

$

—

 

 

$

—

 

 

$

885,022

 

 

$

713,748

 

 

$

582,474

 

 

$

473,399

 

 

$

40.61

 

 

$

(8.2

)

 

 

(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Fiscal Year

 

PEO

 

Non-PEO NEOs

2024

 

Matthew J. D'Onofrio (Current)
David Gonyer (Former)

 

Mark Kowieski and Marilyn R. Carlson

2023

 

David Gonyer

 

Matthew J. D'Onofrio and Marilyn R. Carlson

2022

 

David Gonyer

 

Matthew J. D'Onofrio and Marilyn R. Carlson

 

(2) The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

(3) CAP is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and do not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

Current PEO (D'Oforio)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

—

 

$

—

 

$

1,272,363

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

(281,762

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

226,501

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

—

 

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

—

 

 

—

 

 

(1,414

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

(18,086

)

Compensation Actually Paid

$

—

 

$

—

 

$

1,197,602

 

 

 

 

 

 

 

 

 

Former PEO (Gonyer)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

885,022

 

$

1,207,058

 

$

240,930

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(78,488

)

 

(94,500

)

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

19,936

 

 

15,463

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(72,271

)

 

9,429

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

9,107

 

 

(20,368

)

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(49,558

)

 

(10,115

)

 

(730

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

(18,983

)

Compensation Actually Paid

$

713,748

 

$

1,106,967

 

$

221,217

 

 

 

 

 

 

 

 

 

Average Non-PEO (i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

582,474

 

$

792,930

 

$

687,586

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(44,850

)

 

(62,625

)

 

(73,301

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

11,419

 

 

13,374

 

 

52,014

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(48,503

)

 

2,357

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

5,208

 

 

(12,993

)

 

9,560

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(32,349

)

 

(6,521

)

 

(2,563

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

—

 

 

(7,153

)

Compensation Actually Paid

$

473,399

 

$

726,522

 

$

666,143

 

 

 

 

 

 

 

 

(i) The fair value or change in fair value, as applicable, of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with
       Financial Accounting Standards Board Accounting Standards Codification 718 - Share-based Compensation.

 

Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to a Black Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award in the case of underwater stock options and, in the case of in the money options, an expected life equal to the original ratio of expected life relative to the ten year contractual life multiplied times the remaining life as of the applicable revaluation date, and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For additional information on the assumptions used to calculate the valuation of the awards, see Note 4 (Stockholder's Equity) to the Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 13, 2025.

   
Named Executive Officers, Footnote
(1)
Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Fiscal Year

 

PEO

 

Non-PEO NEOs

2024

 

Matthew J. D'Onofrio (Current)
David Gonyer (Former)

 

Mark Kowieski and Marilyn R. Carlson

2023

 

David Gonyer

 

Matthew J. D'Onofrio and Marilyn R. Carlson

2022

 

David Gonyer

 

Matthew J. D'Onofrio and Marilyn R. Carlson

 

    
Adjustment To PEO Compensation, Footnote CAP is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and do not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

Current PEO (D'Oforio)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

—

 

$

—

 

$

1,272,363

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

(281,762

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

226,501

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

—

 

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

—

 

 

—

 

 

(1,414

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

(18,086

)

Compensation Actually Paid

$

—

 

$

—

 

$

1,197,602

 

 

 

 

 

 

 

 

 

Former PEO (Gonyer)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

885,022

 

$

1,207,058

 

$

240,930

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(78,488

)

 

(94,500

)

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

19,936

 

 

15,463

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(72,271

)

 

9,429

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

9,107

 

 

(20,368

)

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(49,558

)

 

(10,115

)

 

(730

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

(18,983

)

Compensation Actually Paid

$

713,748

 

$

1,106,967

 

$

221,217

 

 

 

 

 

 

 

 

 

Average Non-PEO (i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

582,474

 

$

792,930

 

$

687,586

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(44,850

)

 

(62,625

)

 

(73,301

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

11,419

 

 

13,374

 

 

52,014

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(48,503

)

 

2,357

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

5,208

 

 

(12,993

)

 

9,560

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(32,349

)

 

(6,521

)

 

(2,563

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

—

 

 

(7,153

)

Compensation Actually Paid

$

473,399

 

$

726,522

 

$

666,143

 

 

 

 

 

 

 

 

(i) The fair value or change in fair value, as applicable, of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with
       Financial Accounting Standards Board Accounting Standards Codification 718 - Share-based Compensation.

 
   
Non-PEO NEO Average Total Compensation Amount $ 687,586 $ 792,930 $ 582,474
Non-PEO NEO Average Compensation Actually Paid Amount $ 666,143 726,522 473,399
Adjustment to Non-PEO NEO Compensation Footnote CAP is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or that vested, or were forfeited during the year. We have not paid dividends historically and do not sponsor any pension arrangements; thus, no adjustments are made for those items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table:

 

Current PEO (D'Oforio)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

—

 

$

—

 

$

1,272,363

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

—

 

 

—

 

 

(281,762

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

—

 

 

—

 

 

226,501

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

—

 

 

—

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

—

 

 

—

 

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

—

 

 

—

 

 

(1,414

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

(18,086

)

Compensation Actually Paid

$

—

 

$

—

 

$

1,197,602

 

 

 

 

 

 

 

 

 

Former PEO (Gonyer)(i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

885,022

 

$

1,207,058

 

$

240,930

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(78,488

)

 

(94,500

)

 

—

 

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

19,936

 

 

15,463

 

 

—

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(72,271

)

 

9,429

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

9,107

 

 

(20,368

)

 

—

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(49,558

)

 

(10,115

)

 

(730

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

—

 

 

—

 

 

(18,983

)

Compensation Actually Paid

$

713,748

 

$

1,106,967

 

$

221,217

 

 

 

 

 

 

 

 

 

Average Non-PEO (i)

 

Fiscal Year

2022

 

2023

 

2024

 

SCT Total

$

582,474

 

$

792,930

 

$

687,586

 

 Stock and Option Award Values Reported in SCT for the Covered Year

 

(44,850

)

 

(62,625

)

 

(73,301

)

 Fair Value of Outstanding Unvested Stock and Option Awards Granted in the Covered Year

 

11,419

 

 

13,374

 

 

52,014

 

 Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years

 

(48,503

)

 

2,357

 

 

—

 

 Fair Value of Stock and Option Awards Granted in Covered Year that Vested

 

5,208

 

 

(12,993

)

 

9,560

 

 Change in Fair Value of Stock and Option Awards from Prior Years that Vested in Covered Year

 

(32,349

)

 

(6,521

)

 

(2,563

)

 Fair Value of Stock and Option Awards Forfeited during the Covered Year

 

 

 

—

 

 

(7,153

)

Compensation Actually Paid

$

473,399

 

$

726,522

 

$

666,143

 

 

 

 

 

 

 

 

(i) The fair value or change in fair value, as applicable, of options awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with
       Financial Accounting Standards Board Accounting Standards Codification 718 - Share-based Compensation.

 
   
Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO CAP versus our TSR.

img217104142_2.jpg

    
Compensation Actually Paid vs. Net Income

Relationship between CAP and Net Loss. The chart below reflects the relationship between the PEO and average non-PEO CAP versus our GAAP Net Loss

img217104142_3.jpg

    
Total Shareholder Return Vs Peer Group

Relationship between CAP and TSR. The chart below reflects the relationship between the PEO and average non-PEO CAP versus our TSR.

img217104142_2.jpg

    
Total Shareholder Return Amount $ 5.58 15.91 40.61
Net Income (Loss) $ (5,400,000) $ (7,800,000) $ (8,200,000)
PEO Name Matthew J. D'Onofrio (Current)David Gonyer (Former) David Gonyer David Gonyer
D'Onofrio [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount $ 1,272,363    
PEO Actually Paid Compensation Amount 1,197,602    
Gonyer [Member]      
Pay vs Performance Disclosure      
PEO Total Compensation Amount 240,930 $ 1,207,058 $ 885,022
PEO Actually Paid Compensation Amount 221,217 1,106,967 713,748
PEO | D'Onofrio [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (281,762)    
PEO | D'Onofrio [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 226,501    
PEO | D'Onofrio [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,414)    
PEO | D'Onofrio [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (18,086)    
PEO | Gonyer [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   (94,500) (78,488)
PEO | Gonyer [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   15,463 19,936
PEO | Gonyer [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   9,429 (72,271)
PEO | Gonyer [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   (20,368) 9,107
PEO | Gonyer [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (730) (10,115) (49,558)
PEO | Gonyer [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (18,983)    
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (73,301) (62,625) (44,850)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 52,014 13,374 11,419
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount   2,357 (48,503)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 9,560 (12,993) 5,208
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (2,563) $ (6,521) $ (32,349)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (7,153)