DEF 14A of Corcept Therapeutics Inc
Filed Apr 10, 2024 · FY20230001628280-24-015633
Interests of Our Directors and Officers in the Proposals
Interests of Our Directors and Officers in the Proposals Each member of our Board has an interest in Proposal No. 1 (Election of Directors), as each nominee is currently a member of our Board. Members of our Board and our executive officers do not have any interest in Proposal No. 2 (Ratification of Appointment of Independent Registered Public Accounting Firm). Our executive officers who constitute our named executed officers each have an interest in Proposal No. 3 (Advisory Vote to approve the Compensation of the Named Executive Officers), as their compensation is subject to the advisory vote on named executive officer compensation. Members of our Board and our executive officers each have an interest in Proposal No. 4 (Approval of the Corcept Therapeutics Incorporated 2024 Incentive Award Plan), as members of our Board and our executive officers are eligible to receive awards under the terms of the Corcept Therapeutics Incorporated 2024 Incentive Award Plan.
NOMINEES TO BOARD OF DIRECTORS
NOMINEES TO BOARD OF DIRECTORS At the 2024 Annual Meeting, the stockholders will vote on the election of nine directors, each to serve until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualified. There are no family relationships among any of our directors or named executive officers. The name, age at April 5, 2024 and principal occupation of each person nominated for election to the Board, all of whom currently serve as our directors, are set forth below:
NOMINEES TO BOARD OF DIRECTORS
| Name | Age | Occupation | | Joseph K. Belanoff, M.D. | 66 | Chief Executive Officer and President | | James N. Wilson (1) | 80 | Chairman of the Board | | Gregg Alton (2) (3) | 58 | Former Chief Patient Officer of Gilead Sciences, Inc. | | G. Leonard Baker, Jr. (1) (2) | 81 | Venture Capitalist | | Gillian M. Cannon, Ph.D. (1) (3) | 60 | Head of Commercial Innovation at Roivant Sciences | | David L. Mahoney (2) (3) | 69 | Private Investor | | Joshua M. Murray (3) | 40 | Chief Financial Officer and Head of Strategy of Orca Bio | | Kimberly Park (1) | 60 | Former Global Vice President of Merck & Co. | | Daniel N. Swisher, Jr. (2) | 61 | Former President and Chief Operating Officer of Jazz Pharmaceuticals plc |
NOMINEES TO BOARD OF DIRECTORS
| (1) Member of Corporate Governance and Nominating Committee | | (2) Member of Compensation Committee | | (3) Member of Audit Committee |
NOMINEES TO BOARD OF DIRECTORS
Our director nominees have acted throughout their careers with integrity, honesty and adherence to high ethical standards and have demonstrated business acumen and sound judgment we believe will benefit Corcept. Joseph K. Belanoff, M.D. is a co-founder of our company and has served as a member of our Board and our Chief Executive Officer since Corcept’s inception in 1999, and as our President since 2014. Dr. Belanoff is an Adjunct Professor of Psychiatry at Stanford University (School of Medicine), where he has held positions in the Department of Psychiatry and Behavioral Sciences since 1992. Dr. Belanoff received his B.A. from Amherst College and his M.D. from Columbia University’s College of Physicians & Surgeons. Dr. Belanoff brings to our Board a deep knowledge of our research and development programs and commercial operations. He also has expertise in drug discovery and development and clinical medicine. James N. Wilson has served as a director and as Chairman of our Board since 1999. From 2005 to 2018, he was also a member of the board of directors of NuGEN Technologies, Inc., a provider of systems for genomic analysis. From 2002 to 2009, Mr. Wilson served as the lead independent director of Amylin Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, and from 1996 to 2001, he was Chairman of the board of directors of Amira Medical, Inc., which was acquired by Hoffmann-La Roche A.G. From 1991 to 1994, Mr. Wilson was Chief Operating Officer of Syntex Corporation, which was acquired by Roche Holding, Ltd. From 1989 to 1990, Mr. Wilson was Chairman and Chief Executive Officer of Neurex Corporation, which was acquired by Elan Corporation plc. From 1982 to 1988, he was Chief Executive Officer of LifeScan, Inc., which was acquired by Johnson & Johnson Company. Mr. Wilson received his B.A. and M.B.A. from the University of Arizona. Mr. Wilson brings to our Board experience in the biotechnology industry, as both a senior executive and director. Gregg Alton became a member of our Board in March 2020. Mr. Alton served as Chief Patient Officer of Gilead Sciences, Inc. (“Gilead”) from August 2018 until January 2020. After joining Gilead in 1999, Mr. Alton held a number of positions at the company in which he gained experience in legal, medical affairs, policy and commercial matters, including Interim Chief Executive Officer and General Counsel. Prior to joining Gilead, he was an attorney at the law firm of Cooley Godward, LLP, where he specialized in mergers and acquisitions, corporate partnerships and corporate finance transactions for healthcare and information technology companies. Mr. Alton has been a member of the board of directors of Renovaro Biosciences Inc., a public biotechnology company, since January 2020 and Novavax, Inc., a public biotechnology company, since November 2020. Mr. Alton joined the boards of Brii Biosciences in June 2021 and ETR (a non-profit) in September 2021 . He also serves as a member of the board of directors of several private companies, the Hepatitis Fund and the Boys and Girls Clubs of Oakland. Mr. Alton received a B.A. in legal studies from the University of California at Berkeley and a J.D. from Stanford University. Mr. Alton brings to our Board extensive experience in the pharmaceutical industry as a senior executive with responsibilities for legal, regulatory and medical affairs, strategy, operations and patient relations. G. Leonard Baker, Jr. has served as a member of our Board since 1999. Mr. Baker was a Managing Director of the General Partner of Sutter Hill Ventures, a venture capital firm in Palo Alto, California from 1973 through December 2020. Mr. Baker currently serves on the boards of directors of several private companies and non-profit organizations. He received his B.A. from Yale University and his M.B.A. from Stanford University. Mr. Baker brings to our Board expertise in finance, strategic transactions and business operations. Gillian M. Cannon, Ph.D. became a member of our Board in November 2020. Dr. Cannon brings to Corcept more than 30 years of experience in the pharmaceutical industry, where she has served in leadership roles at Merck and Co. Inc., UCB Inc. and Otsuka Pharmaceuticals. In her 27-year career at Merck, Dr. Cannon held a variety of senior positions, including Global Vice President for Commercial Operations at Merck’s start-up biosimilar business, Merck BioVentures; Business Unit Head for Merck’s specialty products franchise, and Global Commercial Head of Merck’s neuroscience franchise. Most recently, Dr. Cannon was the President of U.S. Operations for UCB Inc., then joined Roivant Sciences in 2018 where she currently serves as Head of Commercial Innovation. Dr. Cannon received her B.S. in Biochemistry from the University of Edinburgh, a M.B.A. from St. Joseph’s University and a Ph.D. in Health Administration from Temple University. She currently serves on the Board of Affibody AB, a Swedish biotechnology company, since May 2019, the Board of Edinburgh Innovations, the commercial arm of Edinburgh University, since November 2020, the Board of Our Future Health, a UK charity leading a large health research program, since June 2022 and the Board of Xenon Pharmaceutical Inc, a Canadian biotechnology company, since August 2022. Dr. Cannon also serves on the Strategic Advisory Board for Veritas, a data company and Newcastle University. Dr. Cannon brings to our Board extensive experience in pharmaceutical company operations as well as market access expertise and a focus on data driven innovation. David L. Mahoney is a private investor who has served as a member of our Board since July 2004. From 1999 to 2001, Mr. Mahoney served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare supply management and information technology company, and as Chief Executive Officer of iMcKesson LLC, a healthcare management and connectivity company. He joined McKesson Corporation in 1990 as Vice President for Strategic Planning. Prior to joining McKesson, Mr. Mahoney was a principal with McKinsey & Company, a management consulting firm, where he worked from 1981 to 1990. Mr. Mahoney served on the board of directors of Adamas Pharmaceuticals, a publicly traded pharmaceutical company, from 2011 to November 2021, including as Chairman, and chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Mahoney also served as a member of the Audit Committee of Symantec from 2003 to 2011 and as a member of the board of directors from 2003 to December 2019. He also is a Trustee of the San Francisco Museum of Modern Art and of the Schwab/Laudus Family of Funds. Mr. Mahoney received his B.A. from Princeton University and his M.B.A. from Harvard University. Mr. Mahoney brings to our Board experience in pharmaceutical distribution, fiscal management and in healthcare and technology company operations. Joshua Murray became a member of our Board in June 2021. Mr. Murray currently serves as the Chief Financial Officer and Head of Strategy at Orca Bio, a privately held biotechnology company developing allogeneic cell therapies in blood, immune, and genetic diseases. Prior to joining Orca, until April 2021, Mr. Murray spent 15 years at Goldman Sachs, most recently as a Managing Director in the Investment Banking Division, where he advised a wide array of biotechnology and life sciences companies. He received an A.B. in History and Economics from Harvard College. Mr. Murray brings to our Board experience in finance, operations and biotechnology company operations.
NOMINEES TO BOARD OF DIRECTORS
Kimberly Park has served as a member of our Board since September 2019. She was Global Vice President of Customer Strategy and Innovation at Merck & Co. from 2014 to 2018 and also held global and U.S. leadership roles at Merck from 1997 to 2005, including as U.S. Vice President of Managed Care Marketing. From 2005 to 2014, Ms. Park served in senior leadership roles at Johnson and Johnson, including Founding Partner and Global Vice President of Janssen Healthcare Innovation from 2010 to 2014 and U.S. Vice President of Primary Care Sales and Marketing of Janssen Pharmaceuticals from 2005 to 2010. Prior to joining Merck, Ms. Park held U.S. and global commercial leadership positions at GlaxoSmithKline plc. Ms. Park has served on the board of directors of Besser Company, a manufacturer of equipment for the building materials industry, since 2018, and TechEtch, a precision manufacturing company that supplies medical device and aerospace industries, since January 2021. She also serves as a trustee for two private foundations and is a mentor for Philadelphia Alliance of Capital and Technology. Ms. Park received her B.A. in International Business from the University of Michigan. She brings to our Board experience in pharmaceutical marketing, sales, and healthcare innovation. Daniel N. Swisher, Jr. has served as a member of our Board since June 2015. He was President and Chief Operating Officer of Jazz Pharmaceuticals from January 2018 to September 2023 and served as a strategic advisor to the company from October 2023 to March 2024. From 2003 to December 2017, he was Chief Executive Officer and a member of the board of directors of Sunesis Pharmaceuticals, a clinical-stage biopharmaceutical company and from 2005 to 2017, he was also its President. He joined Sunesis in 2001 and had previously served as the company’s Chief Business Officer and Chief Financial Officer. Prior to that, Mr. Swisher held a range of senior management roles, including Senior Vice President of Sales and Marketing at ALZA Corporation, a pharmaceutical and medical systems company, from 1992 to 2001. Mr. Swisher has served as Chairman of the board of directors of Cerus Corporation, a publicly traded biopharmaceutical company, since 2013. Mr. Swisher also serves as a member of the board of directors of Protagonist Therapeutics since October 2023. Mr. Swisher received his B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business. Mr. Swisher brings to our Board experience in pharmaceutical industry development, sales, marketing, operations and finance.
Executive Compensation 2023 Program Overview
Executive Compensation 2023 Program Overview Based on our compensation principles and in light of what the Compensation Committee and the Board determined to be strong performance by the company and its named executive officers, the Compensation Committee and the Board took the following actions with respect to the compensation of our named executive officers for 2023: Base Salary. Effective February 1, 2023, the Compensation Committee recommended, and the Board approved, an approximately 22 percent increase to the annual base salary of Dr. Belanoff, approximately a ten percent increase to the annual base salary of Dr. Guyer, approximately a five percent increase to the annual base salary of Mr. Maduck, approximately a seven percent increase to the annual base salary of Mr. Mokari, and approximately a five percent increase to the annual base salary of Mr. Robb. Bonuses. In accordance with our practice of awarding cash bonuses for the achievement of significant corporate goals, in March 2024, we paid bonuses to all employees of the company, including our named executive officers, in recognition of the accomplishments described above. Equity Awards. In February 2023, the Compensation Committee recommended, and the Board approved, the grant of options to each of our named executive officers. These grants vest over a four-year period, subject to the recipient’s continued employment. In 2023, Dr. Guyer and Messrs. Maduck, Mokari and Robb were granted restricted stock awards (“RSAs”) in connection with their participation in our Employee Stock Purchase Plan (“ESPP”). These awards vest on the one-year anniversary of the award date, subject to certain requirements under the ESPP.
Compensation Principles and Objectives
Compensation Principles and Objectives We rely on our compensation program to attract, motivate and retain highly-qualified executive officers by paying them competitively and in a manner that reflects our performance and their contributions to it. Each year, the Board sets goals designed to link each named executive officer’s compensation to significant increases in Corcept’s long-term value. These goals reference the attainment of research, development, commercial and financial objectives, which the Board evaluates at the end of each year. Because drug development can take many years, the largest portion of our named executives’ compensation consists of option grants that are subject to extended vesting periods and reward achievements that increase stockholder value in the long term. Except for their salaries, compensation for our named executive officers is performance-based. The Compensation Committee determines the structure and amount of performance-based compensation based on its members’ many years’ experience with and understanding of the most effective practices in the biotechnology and specialty pharmaceutical industry. These are the Compensation Committee’s objectives: •Align executive and stockholder interests by providing bonuses and equity awards that are tied to company and individual performance in the short- and long-term; and •Take advantage of the fact that Corcept has relatively few employees compared to its revenue and the scope of its development activities to offer compensation that the companies with whom we compete for talent have difficulty matching. The members of the Compensation Committee are seasoned executives of, consultants to, or investors in the biotechnology and specialty pharmaceutical industry. Collectively the Chairman of the Board and members of the Compensation Committee have served as board and compensation committee members of many public and privately held companies including Renovaro Biosciences, Symantec, Sunesis Pharmaceuticals, Adamas Pharmaceuticals, and Cerus Corporation. As a result, we believe that the Chairman of the Board and the members of the Compensation Committee (as well as our other Board members) clearly understand the compensation structures and amounts that are necessary to attract, motivate and retain management talent in our industry.
Elements of Executive Compensation
Elements of Executive Compensation Base Salary The Compensation Committee determines executive salaries based on its members’ knowledge of industry employment practices and their many years of assessing the salaries required to attract, motivate and retain talented executives in a competitive market. Base salary increases are not determined formulaically. Rather, each year the Compensation Committee reviews the Chief Executive Officer’s base salary to determine if a change is appropriate based on its assessment of market trends and the company’s circumstances and performance. The Compensation Committee applies similar scrutiny to the salaries of our other officers, with input from the Chief Executive Officer and other Board members. Based on the Compensation Committee’s assessment of market trends, the Compensation Committee recommended and the Board approved approximately a 22 percent increase to the annual base salary of Dr. Belanoff effective February 1, 2023, resulting in a 2023 annual base salary of $1,100,000. For the same reason, as well as to reflect the increased scope and magnitude of their responsibilities at the Company, the Compensation Committee recommended and the Board approved, effective February 1, 2023, approximately a ten percent increase to the annual base salary of Dr. Guyer, approximately a five percent increase to the annual base salary of Mr. Maduck, approximately a seven percent increase to the annual base salary of Mr. Mokari and approximately a five percent increase to the annual base salary of Mr. Robb, resulting in 2023 annual base salaries of $633,000 for Dr. Guyer, $604,000 for Mr. Maduck, $527,000 for Mr. Mokari, and $662,000 for Mr. Robb. Performance-Based Compensation Cash Bonus. We pay discretionary bonuses annually based on the Compensation Committee’s assessment of our prior year’s progress toward achieving significant long-term goals and the contribution to such achievements by each named executive officer. We also maintain the discretion to pay bonuses when significant goals are met. Such goals may include successful completion of a clinical trial, approval of a new product, a significant increase in revenue or profitability, or substantial improvements in our management or operational capabilities. The discretionary bonuses incentivize achievement of our near-term objectives, consistent with our long-term goals. Target annual bonuses for our named executive officers are set as a percentage of their salaries and designed to be market competitive and allow us to attract and retain talent. The Compensation Committee determines each year’s actual bonus amounts based on its evaluation of company-wide and individual performance. For 2023, the target annual bonuses for our named executive officers were 100 percent of salary for Dr. Belanoff and 50 percent of salary for Dr. Guyer, Mr. Maduck, Mr. Mokari, and Mr. Robb. In February 2024, the Compensation Committee evaluated the contributions of each of our named executive officers with respect to progress towards the achievement of our long-term goals and identified the accomplishments set forth in the Executive Summary above. These include: (i) increasing our revenue; (ii) completing enrollment of patients in GRACE, our Phase 3 trial of relacorilant in patients with Cushing’s syndrome; (iii) enrolling patients in GRADIENT, our Phase 3 trial of relacorilant in patients whose Cushing’s syndrome is caused by adrenal adenomas; (iv) initiating and enrolling patients in CATALYST, a Phase 4 trial examining the prevalence of hypercortisolism in patients with difficult to control type 2 diabetes and its treatment of hypercortisolism in such patients with Korlym; (v) enrolling patients in ROSELLA, a Phase 3 trial of relacorilant combined with nab-paclitaxel in patients with recurrent platinum resistant ovarian cancer; (vi) enrolling patients in DAZALS, a Phase 2 trial of dazucorilant in patients with ALS; (vii) completing enrollment of patients in a Phase 1b trial of miricorilant in patients with non-alcoholic steatohepatitis; (viii) initiating MONARCH, a Phase 2b trial of miricorilant in patients with non-alcoholic steatohepatitis; (ix) initiating and enrolling patients in a Phase 2 trial of relacorilant, in combination with enzalutamide, in patients with prostate cancer; and (x) completing enrollment of patients in a Phase 1b trial of relacorilant, in combination with pembrolizumab, in patients with metastatic or unresectable adrenal cancer with cortisol excess. In light of these accomplishments and the team’s individual contributions, the Compensation Committee recommended, and the Board approved, the payment of bonuses to all employees of the company, including payments to our named executive officers as set forth below.
Elements of Executive Compensation
| Executive | Target Bonus Achievement (%) | Bonus Amount ($) | | Joseph K. Belanoff, M.D. | 120% | $1,320,000 | | William Guyer, Pharm.D. | 120% | $379,800 | | Sean Maduck | 140% | $422,800 | | Atabak Mokari | 120% | $316,200 | | Charles Robb | 120% | $397,200 |
Policies with Respect to Equity Compensation Awards
Policies with Respect to Equity Compensation Awards Our policy is to grant stock option awards with an exercise price equal to the last quoted price per share on the Nasdaq Capital Market on the date of grant. We do not select option grant dates for named executive officers in coordination with the release of material non-public information. We have an insider trading policy that prohibits our named executive officers and Board members from engaging in certain transactions in our stock, including short sales, and in derivative securities related to our stock. For a detailed description, see “Prohibition of Employee, Officer and Director Hedging,” above.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table provides compensation information for the years ended December 31, 2023, 2022 and 2021 for each of our named executive officers.
2023 Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Bonus ($) (1) | Option Awards ($) (2) | Stock Awards ($) (3) | All Other Compensation ($) (4) | Total ($) | | Joseph K. Belanoff, M.D., | 2023 | $1,083,333 | $1,320,000 | $6,911,901 | $— | $22,500 | $9,337,734 | | Chief Executive Officer and | 2022 | $895,833 | $900,000 | $5,536,424 | $— | $20,500 | $7,352,757 | | President | 2021 | $843,750 | $850,000 | $9,290,888 | $— | $— | $10,984,638 | | William Guyer, Pharm.D. | 2023 | $628,167 | $379,800 | $2,764,760 | $60,871 | $22,602 | $3,856,200 | | Chief Development Officer | 2022 | $572,917 | $345,000 | $1,107,285 | $23,954 | $20,500 | $2,069,656 | | | 2021 | $206,742 | $247,500 | $6,094,183 | $— | $— | $6,548,425 | | Sean Maduck, | 2023 | $601,583 | $422,800 | $2,764,760 | $97,288 | $22,500 | $3,908,931 | | President, Corcept | 2022 | $572,917 | $230,000 | $2,866,685 | $23,954 | $20,500 | $3,714,056 | | Endocrinology | 2021 | $519,451 | $309,375 | $3,716,355 | $— | $— | $4,545,181 | | Atabak Mokari, | 2023 | $524,333 | $316,200 | $2,764,760 | $89,314 | $22,500 | $3,717,107 | | Chief Financial Officer and | 2022 | $492,750 | $247,500 | $1,107,285 | $20,602 | $20,500 | $1,888,637 | | Treasurer | 2021 | $390,000 | $219,977 | $6,411,662 | $— | $— | $7,021,639 | | Charles Robb, | 2023 | $659,333 | $397,200 | $2,764,760 | $112,925 | $22,500 | $3,956,718 | | Chief Business Officer and | 2022 | $627,500 | $315,000 | $2,214,569 | $26,240 | $20,500 | $3,203,809 | | | 2021 | $562,575 | $337,500 | $4,357,521 | $— | $— | $5,257,596 |
2023 Summary Compensation Table
| (1) Amounts constitute discretionary bonuses paid to each named executive officer based on our Compensation Committee’s and Board’s determination of corporate and individual performance. | | (2) Amounts shown do not reflect compensation actually received by the named executive officers or the actual value that may be recognized by the named executive officers with respect to these awards in the future. Amounts reported constitute the grant date fair value of option awards as calculated under FASB ASC Topic 718. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) – Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Preferred Stock and Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2023. | | (3) Amounts shown do not reflect compensation actually received by the named executive officers or the actual value that may be recognized by the named executive officers with respect to these awards in the future. Amounts reported constitute the aggregate grant date fair value of restricted stock awards based on the closing market price of the Company’s common stock on the date of grant. | | (4) Amounts reflected in All Other Compensation for 2023 consist of contributions by Corcept Therapeutics Incorporated under our 401(k) Plan and, for Dr. Guyer, $102 as compensation relating to the issuance of a patent. |
Grants of Plan-Based Awards During 2023
Grants of Plan-Based Awards During 2023 The following table summarizes the grants of option and restricted stock awards we made to the named executive officers in 2023.
Grants of Plan-Based Awards During 2023
| Name | Grant Date | All Option Awards: Number of Securities Underlying Options (# of shares) (1) | Exercise Price of Option Awards ($/share) | All Restricted Stock Awards: Number of Awards (# of shares) (2) | Grant Date Fair Value of Option and Restricted Stock Awards ($) (3) | | Joseph K. Belanoff, M.D. | 2/13/2023 | 500,000 | $23.06 | — | $6,911,901 | | William Guyer, Pham.D. | 2/13/2023 | 200,000 | $23.06 | — | $2,764,760 | | | 3/1/2023 | — | $— | 1,472 | $29,234 | | | 9/1/2023 | — | $— | 478 | $15,822 | | | 12/1/2023 | — | $— | 609 | $15,815 | | Sean Maduck | 2/13/2023 | 200,000 | $23.06 | — | $2,764,760 | | | 3/1/2023 | — | $— | 1,460 | $28,996 | | | 6/1/2023 | — | $— | 1,658 | $38,084 | | | 9/1/2023 | — | $— | 456 | $15,094 | | | 12/1/2023 | — | $— | 582 | $15,114 | | Atabak Mokari | 2/13/2023 | 200,000 | $23.06 | — | $2,764,760 | | | 3/1/2023 | — | $— | 1,260 | $25,024 | | | 6/1/2023 | — | $— | 1,651 | $37,923 | | | 9/1/2023 | — | $— | 398 | $13,174 | | | 12/1/2023 | — | $— | 508 | $13,193 | | Charles Robb | 2/13/2023 | 200,000 | $23.06 | — | $2,764,760 | | | 3/1/2023 | — | $— | 1,600 | $31,776 | | | 6/1/2023 | — | $— | 2,091 | $48,030 | | | 9/1/2023 | — | $— | 500 | $16,550 | | | 12/1/2023 | — | $— | 638 | $16,569 |
Grants of Plan-Based Awards During 2023
| (1) These options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the executive’s continued employment through the applicable vesting date. | | (2) These awards vest on the first anniversary of the grant date, subject to the executive’s continued employment through the vesting date. | | (3) The amount reported constitutes the grant date fair value of the option and restricted stock awards, calculated in accordance with FASB ASC Topic 718. Refer to Part IV – Item 15(1) – Financial Statements, Notes to Financial Statements, Note 7 – “Preferred Stock and Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2023 for the relevant assumptions used to determine the valuation of our option awards. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes outstanding options and restricted stock awards for each of our named executive officers as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Restricted Stock Awards | | | Name | Vesting Commencement Date (1) | Number of Securities Underlying Unexercised Options Exercisable (# of shares) | Number of Securities Underlying Unexercised Options Unexercisable (# of shares) | Option Exercise Price ($/share) | Option Expiration Date | Number of Shares of Stock That Have Not Vested (# of shares) | Market Value of Shares of Stock That Have Not Vested ($) | | Joseph K. | 2/18/2015 | 450,000 | — | $3.29 | 2/18/2025 | — | $— | | Belanoff, M.D. | 2/26/2016 | 550,000 | — | $3.88 | 2/26/2026 | — | $— | | | 2/10/2017 | 550,000 | — | $8.27 | 2/10/2027 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| | 2/7/2018 | 475,000 | — | $16.52 | 2/7/2028 | — | $— | | | 2/8/2019 | 475,000 | — | $11.35 | 2/8/2029 | — | $— | | | 2/7/2020 | 479,166 | 20,834 | $13.56 | 2/7/2030 | — | $— | | | 2/5/2021 | 354,166 | 145,834 | $29.41 | 2/5/2031 | — | $— | | | 2/2/2022 | 229,166 | 270,834 | $19.26 | 2/2/2032 | — | $— | | | 2/13/2023 | 104,166 | 395,834 | $23.06 | 2/13/2033 | — | $— | | William | 8/16/2021 | 291,666 | 208,334 | $21.65 | 9/1/2031 | — | $— | | Guyer, | 2/2/2022 | 35,833 | 54,167 | $19.26 | 2/2/2032 | — | $— | | Pharm.D. | 2/13/2023 | 41,666 | 158,334 | $23.06 | 2/13/2033 | — | $— | | | 3/1/2023 | — | — | $— | — | 1,472 | $47,811(2) | | | 9/1/2023 | — | — | $— | — | 478 | $15,525(2) | | | 12/1/2023 | — | — | $— | — | 609 | $19,780(2) | | Sean Maduck | 8/1/2014 | 10,000 | — | $2.61 | 8/7/2024 | — | $— | | | 2/18/2015 | 16,986 | — | $3.29 | 2/18/2025 | — | $— | | | 2/26/2016 | 150,000 | — | $3.88 | 2/26/2026 | — | $— | | | 4/27/2016 | 150,000 | — | $5.05 | 5/2/2026 | — | $— | | | 2/10/2017 | 400,000 | — | $8.27 | 2/10/2027 | — | $— | | | 2/7/2018 | 200,000 | — | $16.52 | 2/7/2028 | — | $— | | | 2/8/2019 | 200,000 | — | $11.35 | 2/8/2029 | — | $— | | | 2/7/2020 | 239,583 | 10,417 | $13.56 | 2/7/2030 | — | $— | | | 7/1/2020 | 34,166 | 5,834 | $15.82 | 7/13/2030 | — | $— | | | 2/5/2021 | 141,666 | 58,334 | $29.41 | 2/5/2031 | — | $— | | | 2/2/2022 | 91,666 | 108,334 | $19.26 | 2/2/2032 | — | $— | | | 4/6/2022 | 20,833 | 29,167 | $22.05 | 5/2/2032 | — | $— | | | 2/13/2023 | 41,666 | 158,334 | $23.06 | 2/13/2033 | — | $— | | | 3/1/2023 | — | — | $— | — | 1,460 | $47,421(2) | | | 6/1/2023 | — | — | $— | — | 1,658 | $53,852(2) | | | 9/1/2023 | — | — | $— | — | 456 | $14,811(2) | | | 12/1/2023 | — | — | $— | — | 582 | $18,903(2) | | Atabak Mokari | 3/1/2021 | 275,000 | 125,000 | $25.46 | 3/1/2031 | — | $— | | | 2/2/2022 | 45,833 | 54,167 | $19.26 | 2/2/2032 | — | $— | | | 2/13/2023 | 41,666 | 158,334 | $23.06 | 2/13/2033 | — | $— | | | 3/1/2023 | — | — | $— | — | 1,260 | $40,925(2) | | | 6/1/2023 | — | — | $— | — | 1,651 | $53,624(2) | | | 9/1/2023 | — | — | $— | — | 398 | $12,927(2) | | | 12/1/2023 | — | — | $— | — | 508 | $16,500(2) | | Charles Robb | 2/18/2015 | 61,037 | — | $3.29 | 2/18/2025 | — | $— | | | 2/26/2016 | 150,000 | — | $3.88 | 2/26/2026 | — | $— | | | 2/10/2017 | 200,000 | — | $8.27 | 2/10/2027 | — | $— | | | 2/7/2018 | 200,000 | — | $16.52 | 2/7/2028 | — | $— | | | 2/8/2019 | 250,000 | — | $11.35 | 2/8/2029 | — | $— | | | 2/7/2020 | 239,583 | 10,417 | $13.56 | 2/7/2030 | — | $— | | | 2/5/2021 | 141,666 | 58,334 | $29.41 | 2/5/2031 | — | $— | | | 3/1/2021 | 27,500 | 12,500 | $25.46 | 3/1/2031 | — | $— | | | 2/2/2022 | 91,666 | 108,334 | $19.26 | 2/2/2032 | — | $— | | | 2/13/2023 | 41,666 | 158,334 | $23.06 | 2/13/2033 | — | $— | | | 3/1/2023 | — | — | $— | — | 1,600 | $51,968(2) |
Outstanding Equity Awards at Fiscal Year-End
| 6/1/2023 | — | — | $— | — | 2,091 | $67,916(2) | | 9/1/2023 | — | — | $— | — | 500 | $16,240(2) | | 12/1/2023 | — | — | $— | — | 638 | $20,722(2) |
Outstanding Equity Awards at Fiscal Year-End
| (1) Except for footnote (2), these options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the executive’s continued employment through the applicable vesting date. | | (2) These awards vest on the one-year anniversary of the ESPP purchase date, subject to the executive’s continued employment and on the condition that the executive held the corresponding share purchased under the ESPP through the vesting date. |
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table includes information regarding options exercised and vesting of RSAs held by our named executive officers in 2023.
Option Exercises and Stock Vested in 2023
| | Option Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Exercise (# of shares) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (# of shares) | Value Realized on Vesting ($) (2) | | William Guyer, Pharm.D. | 10,000 | $135,000 | 922 | $30,518 | | Sean Maduck | 110,000 | $2,704,373 | 922 | $30,518 | | Atabak Mokari | — | $— | 793 | $26,248 | | Charles Robb (3) | 133,963 | $3,014,111 | 1,010 | $33,431 |
Option Exercises and Stock Vested in 2023
| (1) The value realized on exercise represents, for each share exercised, the excess of the closing trading price of our common stock on the date of exercise over the exercise price of the option. | | (2) Value realized on vesting is equal to the market price of the underlying shares at vesting and does not necessarily reflect actual proceeds received | | (3) 133,963 shares acquired on exercise by Mr. Robb were issued as part of a cashless option exercise whereby 77,370 shares were surrendered to us in satisfaction of the related exercise cost. |
Pension Benefits
Pension Benefits None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation None of our named executives participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Severance and Change in Control Agreements We have entered into Severance and Change in Control Agreements with each of our named executive officers. The terms of the agreements are identical. They provide that if the executive’s employment is terminated by us without “cause” or by the executive for “good reason” (as each term is defined in the agreements) prior to or more than 18 months following a change in control, the executive will be eligible to receive 12 months of his or her then-current base salary, payable in substantially equal installments in accordance with the company’s customary payroll procedures, and continued health insurance coverage for up to 12 months following the date of termination. In addition, the agreements provide that in the event the executive’s employment is terminated by us without “cause” or by the executive for “good reason” within 18 months following a change in control, the executive will be eligible to receive an amount equal to 12 months of his or her then-current base salary payable in a lump sum, continued health insurance coverage for up to 12 months following the date of termination, and full vesting of all outstanding equity awards. The receipt of any severance will be subject to the executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to us within 60 days following executive’s termination of employment. No severance will be paid or provided until the separation agreement and release of claims becomes effective. The following table reflects compensation payable to each of our named executive officers upon a change in control or various employment termination events. The amounts shown below assume that (i) the named executive officer experienced a qualifying termination effective as of December 31, 2023 or (ii) a change in control of our company occurred and the named executive officer experienced a qualifying termination on December 31, 2023.
Potential Payments Upon Termination or Change in Control
| Name | Benefit | Termination For Any Reason Outside of a Change in Control | Termination For Any Reason Within 18 Months Following a Change in Control | | Joseph K. Belanoff, M.D. | Base Salary | $1,100,000 | $1,100,000 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 8,151,071(1) | | | Health Insurance Benefit | 22,696 | 22,696 | | | Total | $1,122,696 | $9,273,767 | | William Guyer, Pharm.D. | Base Salary | $633,000 | $633,000 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 4,546,968(1) | | | Health Insurance Benefit | 32,547 | 32,547 | | | Total | $665,547 | $5,212,515 | | Sean Maduck | Base Salary | $604,000 | $604,000 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 3,836,250(1) | | | Health Insurance Benefit | 32,547 | 32,547 | | | Total | $636,547 | $4,472,797 | | Atabak Mokari | Base Salary | $527,000 | $527,000 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 3,209,070(1) | | | Health Benefit | 307 | 307 | | | Total | $527,307 | $3,736,377 | | Charles Robb | Base Salary | $662,000 | $662,000 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 3,544,453(1) | | | Health Insurance Benefit | 20,287 | 20,287 | | | Total | $682,287 | $4,226,740 |
Potential Payments Upon Termination or Change in Control
| (1) For unvested options held by named executive officers as of December 31, 2023, the value ascribed to the accelerated vesting benefit under the Severance and Change in Control Agreements is calculated by multiplying any excess in the closing price for our company’s common stock on the Nasdaq Stock Market as of December 29, 2023 (the last trading date of the fiscal year ended December 31, 2023), which was $32.48, over the exercise price of the option grant, multiplied by the number of unvested shares subject to the option as of that date and for unvested restricted stock held by named executive officers as of December 31, 2023, the value ascribed to the accelerated vesting benefit under the Severance and Change in Control Agreements is calculated by multiplying $32.48 by the number of unvested shares of restricted stock as of December 31, 2023. |
Pay Ratio Disclosure
Pay Ratio Disclosure The Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K require us to report the ratio of the median annual compensation of our full- and part-time employees in 2023 (that is, the compensation of the employee whose compensation is in the middle of the group, with as many employees earning more as earning less, not including our Chief Executive Officer (“CEO”)) to the annual total compensation of our CEO. We identified the employee with median compensation by comparing the W-2 gross income (Box 1) of all full- and part-time employees based in the United States (except our CEO) and Form P60 gross income of all full- and part- time employees based in the United Kingdom who were employed on December 31, 2023. We calculated the median employee’s compensation using the same methodology as was used to calculate the Named Executive Officers’ compensation for purposes of the 2023 Summary Compensation Table. To permit meaningful comparisons between employees who worked for us less than the entire year and those who worked for us during the entire year, we annualized each permanent employee’s compensation based on the percentage of the year they worked for us. The annual total compensation of our median employee was $250,469 for 2023, including base salary earned for 2023, the grant date fair value of restricted stock awarded in 2023 and the bonus paid in March 2024 with respect to 2023 performance. As disclosed above in the Summary Compensation Table, our CEO’s annual total compensation for 2023 was $9,337,734. As calculated above, the annual total compensation of our median employee excluding the CEO to that of our CEO is as follows:
Pay Ratio Disclosure
| Median employee | $250,469 | | CEO | $9,337,734 | | Ratio | 37:1 |
Pay Ratio Disclosure
Because public companies use different methods to calculate their pay ratios, the ratio we report should not be used as a basis for comparing Corcept to its peers.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of our company.
Pay versus Performance
| Year | Summary Compensation Table Total for CEO ($) (1) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (“NEOs”) ($) (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2)(3) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ thousands) | Revenue ($ thousands) | | | | | | | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($) (4)(5) | | | | 2023 | $9,337,734 | $15,757,507 | $3,859,740 | $6,755,598 | $268 | $115 | $106,140 | $482,375 | | 2022 | $7,352,757 | $9,573,427 | $2,979,057 | $3,906,349 | $168 | $111 | $101,418 | $401,858 | | 2021 | $10,984,638 | $4,250,676 | $5,343,525 | $2,622,461 | $164 | $125 | $112,512 | $365,978 | | 2020 | $5,762,102 | $13,607,297 | $2,735,088 | $6,189,352 | $216 | $126 | $106,011 | $353,874 |
Pay versus Performance
| (1) Dr. Belanoff was the CEO and President for each of 2023, 2022, 2021 and 2020. | | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine CAP as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to deduct the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date) and add changes in fair value of equity awards from the prior year end in accordance with Item 402(v) of Regulation S-K, for each covered year. Named executive officers do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. | | (3) The non-CEO named executive officers reflects the following individuals in each year: 2023: Dr. Guyer and Messrs. Maduck, Mokari, and Robb 2022: Dr. Hunt and Messrs. Maduck, Mokari, and Robb 2021: Dr. Hunt and Messrs. Maduck, Mokari, and Robb 2020: Dr. Hunt, Dr. Grauer and Messrs. Maduck and Robb | | (4) Total Stockholder Return is determined based on the value of an initial fixed investment of $100 at December 31, 2019. | | (5) The Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the Nasdaq Biotechnology Index (“NBI”). |
Pay versus Performance
The following table outlines the adjustments made to the compensation earned by our CEO and non-CEO NEOs, as presented in the Summary Compensation Table, to derive the CAP to our CEO and non-CEO NEOs.
Pay versus Performance
| Item and Value Added (Deducted) | 2023 | 2022 | 2021 | 2020 | | For CEO: | | | | | | Summary Compensation Table Total | $9,337,734 | $7,352,757 | $10,984,638 | $5,762,102 | | - Summary Compensation Table “Option Awards” column value | (6,911,901) | (5,536,424) | (9,290,888) | (4,237,643) | | + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 7,629,752 | 4,812,726 | 4,463,817 | 6,532,652 | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | 3,113,564 | 384,719 | (2,243,056) | 3,713,993 | | + vest date fair value of equity awards granted in the covered year | 1,612,966 | 1,539,784 | 1,337,023 | 1,036,875 | | +/- change in fair value of prior-year equity awards vested in the fiscal year | 975,392 | 1,019,865 | (1,000,858) | 799,318 | | Compensation Actually Paid | $15,757,507 | $9,573,427 | $4,250,676 | $13,607,297 | | For Non-CEO NEOs (Average): | | | | | | Summary Compensation Table Total | $3,859,740 | $2,979,057 | $5,343,525 | $2,735,088 | | - Summary Compensation Table “Option Awards” column value | (2,764,760) | (2,100,777) | (4,550,473) | (1,995,790) | | - Summary Compensation Table “Stock Awards” column value | (90,100) | (17,699) | — | — | | + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 3,176,640 | 1,824,946 | 2,558,473 | 3,072,071 | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | 1,500,445 | 183,637 | (821,551) | 1,680,311 | | + vest date fair value of equity awards granted in the covered year | 645,179 | 569,394 | 424,525 | 462,731 | | +/- change in fair value of prior-year equity awards vested in the fiscal year | 428,454 | 467,791 | (332,038) | 234,941 | | Compensation Actually Paid | $6,755,598 | $3,906,349 | $2,622,461 | $6,189,352 |
2023 Most Important Measures to Determine Compensation Actually Paid
2023 Most Important Measures to Determine Compensation Actually Paid As required by Item 402 (v) of Regulation S-K, we have identified the following performance measures as being the most important in linking actual compensation paid to our executives to our performance. We believe short- and long-term shareholder value is best created by expanding our commercial business serving patients with Cushing’s syndrome and developing our proprietary selective cortisol modulators as treatments for diseases with serious medical need. The performance measures we use to evaluate our executives’ performance are operational as described below. For more information refer to the “Elements of Executive Compensation” of this proxy statement.
2023 Most Important Measures to Determine Compensation Actually Paid
| Most Important Performance Measures | | Revenue | | Expand our commercial business serving patients with Cushing’s syndrome and continue to advance relacorilant as a potentially superior successor to Korlym | | Advance our proprietary selective cortisol modulators as potential treatments for patients with solid tumors, metabolic disorders and ALS | | Advance towards the clinic additional selective cortisol modulators and identify serious disorders for which they might fill an unmet medical need |
Pay versus Performance Comparative Disclosure
Pay versus Performance Comparative Disclosure The following reflect the relationships between (i) CAP to our CEO, and the average of CAP to our non-CEO NEOs, to our cumulative total shareholder return and our cumulative total shareholder return (“TSR”) to our peer group (as defined above) TSR, (ii) CAP to our CEO, and the average of CAP to our non-CEO NEOs, to our revenues, and (iii) CAP to our CEO, and the average of CAP to our non-CEO NEOs, to our net income, in each case for the years 2020 through 2023.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides compensation information for the one-year period ended December 31, 2023 for each non-employee member of our Board. Dr. Belanoff is not provided additional compensation for his service on our Board.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2) | Total ($) | | James N. Wilson | $126,000 | $1,137,408 | $1,263,408 | | Gregg Alton | $85,000 | $426,528 | $511,528 | | G. Leonard Baker, Jr. | $66,000 | $426,528 | $492,528 | | Gillian M. Cannon, Ph.D. | $68,500 | $426,528 | $495,028 | | David L. Mahoney | $82,500 | $426,528 | $509,028 | | Joshua Murray | $62,500 | $426,528 | $489,028 | | Kimberly Park | $62,000 | $426,528 | $488,528 | | Daniel N. Swisher, Jr. | $60,000 | $426,528 | $486,528 |
DIRECTOR COMPENSATION
| (1) Amounts shown do not reflect compensation actually received by the directors or the actual value that may be recognized by the directors with respect to these awards in the future. Instead, the amounts shown represent the grant date fair value of the awards as calculated under FASB ASC Topic 718. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) - Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Preferred Stock and Stockholders’ Equity – Stock-Based Compensation Related to Employee and Director Options” in our Annual Report on Form 10-K for the year ended December 31, 2023. | | (2) As of December 31, 2023, our non-employee directors held options outstanding to purchase the following number of shares: Mr. Wilson: 840,000; Mr. Alton: 160,000; Mr. Baker: 210,000; Dr. Cannon: 130,000, Mr. Mahoney: 270,000; Mr. Murray: 110,000; Ms. Park: 160,000; and Mr. Swisher: 137,711 shares. During 2023, Mr. Wilson, as chairman of the board, was granted an option to purchase 80,000 shares with a grant date fair value of $1,137,408, and Mr. Alton, Mr. Baker, Dr. Cannon, Mr. Mahoney, Ms. Park, and Mr. Swisher were each granted an option to purchase 30,000 shares with a grant date fair value of $426,528. All of these awards vest in equal monthly installments over a one-year period, subject to continued service. |
DIRECTOR COMPENSATION
For 2023, non-employee directors received a fee for their services in the amount of $50,000, effective January 1, 2023. In addition, the chair and members of the Audit Committee received fees of $25,000 and $12,500, respectively; the chair and members of the Compensation Committee received fees of $20,000 and $10,000, respectively; and the chair and members of the Corporate Governance & Nominating Committee received fees of $12,000 and $6,000, respectively. The chairman of our Board received a cash retainer of $120,000 as well as $6,000 as a member of the Corporate Governance & Nominating Committee. New directors are granted an option to purchase 60,000 shares of common stock. The initial director options vest with respect to 25 percent of the shares on the first anniversary of the date of the grant and, in 36 equal monthly installments thereafter, subject to the director’s continued service on each monthly vesting date. At each annual meeting of our stockholders, continuing directors are granted an option, which for 2023, consisted of 30,000 shares of common stock that vests in 12 equal monthly installments from the date of the annual meeting, subject to the director’s continued service on each monthly vesting date. The Board has historically approved option awards for directors serving certain leadership roles. In 2023, the Board granted Mr. Wilson an option to purchase 80,000 shares of common stock, vesting in 12 monthly installments, for his service as Chairman of the Board, subject to his continued service on each monthly vesting date. Effective in April 2024, our Board approved the following annual director compensation limits: an aggregate of $1,500,000 for ongoing directors, consisting of annual cash and equity compensation, and an aggregate of $2,000,000 for any newly appointed director during the first year of such appointment, consisting of annual cash and equity compensation. We have entered into a Severance and Change in Control Agreement with Mr. Wilson. The agreement with Mr. Wilson provides that if his employment or service on the Board is terminated involuntarily by us without “cause” or by him for “good reason” (as each is defined in the agreement) within 18 months following a change in control, all of his outstanding equity awards shall become fully vested. Mr. Wilson will only receive vesting acceleration under this agreement if he signs and does not revoke a separation agreement and release of claims in a form reasonably acceptable to the Company within 60 days following termination of employment.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the 2024 Annual Meeting, the stockholders will vote on the election of nine directors, each to serve until the annual meeting of stockholders in 2025 and until their successors are duly elected and qualified. The Corporate Governance and Nominating Committee has recommended, and the Board has unanimously nominated, James N. Wilson, Gregg Alton, G. Leonard Baker, Jr., Joseph K. Belanoff, M.D., Gillian M. Cannon, Ph.D., David L. Mahoney, Joshua M. Murray, Kimberly Park and Daniel N. Swisher, Jr. for election to the Board. The nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board. Directors will be elected by a plurality of the votes cast, in person or by proxy, or by remote communication, if applicable, at the 2024 Annual Meeting, assuming a quorum is present. Stockholders do not have cumulative voting rights in the election of directors.