DEF 14A of Corcept Therapeutics Inc
Filed Apr 25, 2025 · FY20240001628280-25-019942
Interests of Our Directors and Executive Officers in the Proposals
Interests of Our Directors and Executive 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 named executive officers have an interest in Proposal No. 3 (Advisory Vote to approve the Compensation of the Named Executive Officers), as their compensation is the subject of this advisory vote.
NOMINEES TO BOARD OF DIRECTORS
NOMINEES TO BOARD OF DIRECTORS At the 2025 Annual Meeting, the stockholders will vote on the election of nine directors, all of whom will serve until the annual meeting of stockholders in 2026 or until their successors are duly elected and qualified. There are no family relationships among any of our directors or executive officers. The name, age at April 17, 2025 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. | 67 | Chief Executive Officer and President | | James N. Wilson(1) | 81 | Chairman of the Board | | Gregg Alton(2)(3) | 59 | Former Chief Patient Officer of Gilead Sciences, Inc. | | G. Leonard Baker, Jr.(1)(2) | 82 | Venture Capitalist | | Gillian M. Cannon, Ph.D.(1)(3) | 61 | Former Head of Commercial Innovation at Roivant Sciences | | David L. Mahoney(2)(3) | 70 | Private Investor | | Joshua M. Murray(3) | 41 | Chief Financial Officer and Head of Strategy of Orca Bio | | Kimberly Park(1) | 61 | Former Global Vice President of Merck & Co. | | Daniel N. Swisher, Jr.(2) | 62 | Chief Executive Officer of NodThera, Inc. |
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. They have also 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 has served as a member of our Board since 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 General Counsel and Interim Chief Executive Officer. 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 served as a member of the board of directors of Renovaro Biosciences Inc., a public biotechnology company, from January 2020 to October 2024. Mr. Alton joined the boards of Novavax, Inc., a public biotechnology company, in November 2020, Brii Biosciences in June 2021, ETR (a non-profit) and Global Antibiotic R&D Partnership (GARDP) 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 private companies and non-profits. 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. has served as a member of our Board since 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 North American Operations for UCB Inc. She subsequently transitioned to President of Alyvant, a healthcare company, in 2018 and Executive in Residence for Roivant Sciences, also a healthcare company, in April 2020 – a role she retired from in April 2024. Dr. Cannon received her B.Sc. in Biochemistry from the University of Edinburgh and Ph.D. in Health Administration from Temple University. She currently serves on the following Boards: Affibody AB, a Swedish biotechnology company; Edinburgh Innovations, the commercial arm of Edinburgh University; Our Future Health Trading Limited, a collaboration between the public, charity and private sectors to build the UK’s largest health research programme; Xenon Pharmaceuticals Inc, a Canadian based biopharmaceutical company; and CoSyne Therapeutics, a UK based biotechnology start up. 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 has 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 serves on the board of directors of the San Francisco Museum of Modern Art and is a Trustee 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 M. Murray has served as a member of our Board since 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. Since May 2024, Mr. Murray has served on the board of Beyond Meat. 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 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 board member for three non-profit organizations 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. Since May 2024, Mr. Swisher has served as Chief Executive Officer and a member of the board of NodThera, Inc., a private clinical-stage biotech developing NLRP3 inflammasome inhibitors to treat chronic inflammatory diseases. He was President and Chief Operating Officer of Jazz Pharmaceuticals from January 2018 to September 2023. 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 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 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 2024 Program Overview
Executive Compensation 2024 Program Overview The Compensation Committee and the Board determined that the Company and its named executive officers met aggressive goals in 2024, as evidenced by outstanding commercial success and significant progress in all of its clinical activities. In addition to annual performance, the committee also noted significant advances in the Company’s long-term outlook relative to its peers. Taking into account these accomplishments, as well as the Company’s unique business model and its compensation principles, the committee and the Board took the following actions with respect to the compensation of our named executive officers for 2024: Base Salary. Effective February 1, 2024, the Compensation Committee recommended, and the Board approved, an approximately four percent increase to the annual base salary of Dr. Belanoff, Dr. Guyer and Messrs. Maduck, Mokari and Robb. Bonuses. In accordance with our practice of awarding cash bonuses for the achievement of significant corporate goals, in March 2025, 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 2024, 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 2024, 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 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 because Corcept has relatively few employees compared to its revenue and the scope of its development activities, it can offer compensation that its competitors for talent cannot match. The members of the Compensation Committee are seasoned executives of, consultants to, or investors in the biotechnology 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
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 may pay bonuses when significant goals are met. Factors considered 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, in its sole discretion, each year’s actual bonus amounts, based on its evaluation of company-wide and individual performance. For 2024, the target annual bonuses for our named executive officers remained the same as in 2023 and were 100 percent of salary for Dr. Belanoff and 50 percent of salary for Dr. Guyer and Messrs. Maduck, Mokari and Robb. In February 2025, 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) submitting an NDA to the FDA for relacorilant to treat patients with hypercortisolism; (iii) achieving positive results in CATALYST, our Phase 4 trial examining the prevalence of hypercortisolism in patients with difficult-to-control type 2 diabetes and its treatment with Korlym; (iv) completing enrollment in ROSELLA, our pivotal Phase 3 trial of relacorilant combined with nab-paclitaxel in patients with platinum-resistant ovarian cancer; (v) completing enrollment in DAZALS, our Phase 2 trial of dazucorilant in patients with amyotrophic lateral sclerosis (“ALS”); (vi) continuing enrollment in MONARCH, a Phase 2b trial of miricorilant in patients with MASH; and (vii) continuing enrollment in a Phase 2 trial of relacorilant combined with enzalutamide, in patients with prostate cancer. In light of these accomplishments, 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. | 150% | $1,716,000 | | William Guyer, Pharm.D. | 155% | $510,198 | | Sean Maduck | 150% | $471,120 | | Atabak Mokari | 150% | $411,060 | | Charles Robb | 155% | $533,572 |
Policies with Respect to Equity Compensation Awards
Policies with Respect to Equity Compensation Awards We grant stock option awards with an exercise price equal to the last quoted price per share on the Nasdaq Capital Market on the date of grant. We do not select option grant dates for named executive officers in coordination with the release of material non-public information. We have an insider trading policy that prohibits our named executive officers and Board members from engaging in certain transactions in our stock, including short sales, and in derivative securities related to our stock. For a detailed description, see “Prohibition of Employee, Officer and Director Hedging,” above.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides compensation information for the years ended December 31, 2024, 2023 and 2022 for each of our named executive officers.
2024 Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Bonus ($)(1) | Option Awards ($)(2) | Restricted Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joseph K. Belanoff, M.D., | 2024 | $1,140,533 | $1,716,000 | $7,010,548 | $— | $23,000 | $9,890,081 | | Chief Executive Officer and | 2023 | $1,083,333 | $1,320,000 | $6,911,901 | $— | $22,500 | $9,337,734 | | President | 2022 | $895,833 | $900,000 | $5,536,424 | $— | $20,500 | $7,352,757 | | William Guyer, Pharm.D., | 2024 | $656,210 | $510,198 | $2,804,219 | $— | $23,000 | $3,993,627 | | Chief Development Officer | 2023 | $628,167 | $379,800 | $2,764,760 | $60,871 | $22,602 | $3,856,200 | | | 2022 | $572,917 | $345,000 | $1,107,285 | $23,954 | $20,500 | $2,069,656 | | Sean Maduck, | 2024 | $626,148 | $471,120 | $2,804,219 | $46,684 | $23,000 | $3,971,171 | | President | 2023 | $601,583 | $422,800 | $2,764,760 | $97,288 | $22,500 | $3,908,931 | | Corcept Endocrinology | 2022 | $572,917 | $230,000 | $2,866,685 | $23,954 | $20,500 | $3,714,056 | | Atabak Mokari, | 2024 | $546,323 | $411,060 | $2,804,219 | $72,704 | $23,000 | $3,857,306 | | Chief Financial Officer and | 2023 | $524,333 | $316,200 | $2,764,760 | $89,314 | $22,500 | $3,717,107 | | Treasurer | 2022 | $492,750 | $247,500 | $1,107,285 | $20,602 | $20,500 | $1,888,637 | | Charles Robb, | 2024 | $686,273 | $533,572 | $2,804,219 | $91,307 | $23,000 | $4,138,371 | | Chief Business Officer and | 2023 | $659,333 | $397,200 | $2,764,760 | $112,925 | $22,500 | $3,956,718 | | Secretary | 2022 | $627,500 | $315,000 | $2,214,569 | $26,240 | $20,500 | $3,203,809 |
2024 Summary Compensation Table
| (1) These amounts constitute discretionary bonuses paid to each named executive officer based on our Compensation Committee’s and Board’s determination of corporate and individual performance. | | (2) These amounts equal the grant date fair value of option awards as calculated under FASB ASC Topic 718, not the compensation actually received by the named executive officers or the value that may be recognized with respect to these awards in the future. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) – Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2024. | | (3) These amounts equal the grant date fair value of restricted stock awards based on the closing market price of the Company’s common stock on the date of grant. The compensation realized by each named executive officer will depend on the fair market value at the time each award vests. | | (4) The amounts reflected in All Other Compensation consist of employer contributions by the Company under our 401(k) Plan. |
Grants of Plan-Based Awards During 2024
Grants of Plan-Based Awards During 2024 The following table summarizes the grants of option and restricted stock awards we made to the named executive officers in 2024.
Grants of Plan-Based Awards During 2024
| Name | Grant Date | All Option Awards: Number of Securities Underlying Options (# of shares)(1) | Exercise Price of Option Awards ($/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. | 2/9/2024 | 500,000 | $23.01 | — | $7,010,548 | | William Guyer, Pharm.D. | 2/9/2024 | 200,000 | $23.01 | — | $2,804,219 | | Sean Maduck | 2/9/2024 | 200,000 | $23.01 | — | $2,804,219 | | | 3/1/2024 | — | $— | 636 | $15,302 | | | 9/3/2024 | — | $— | 458 | $15,691 | | | 12/2/2024 | — | $— | 265 | $15,691 | | Atabak Mokari | 2/9/2024 | 200,000 | $23.01 | — | $2,804,219 | | | 3/1/2024 | — | $— | 554 | $13,329 | | | 6/3/2024 | — | $— | 1,448 | $45,322 | | | 9/3/2024 | — | $— | 400 | $13,704 | | | 12/2/2024 | — | $— | 231 | $13,678 | | Charles Robb | 2/9/2024 | 200,000 | $23.01 | — | $2,804,219 | | | 3/1/2024 | — | $— | 697 | $16,770 | | | 6/3/2024 | — | $— | 1,818 | $56,903 | | | 9/3/2024 | — | $— | 503 | $17,233 | | | 12/2/2024 | — | $— | 290 | $17,171 |
Grants of Plan-Based Awards During 2024
| (1) These options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the executive’s continued employment through the applicable vesting date. | | (2) These awards vest on the first anniversary of the grant date, subject to the executive’s continued employment through the vesting date and on the condition that the executive held the corresponding share purchased under the ESPP through the vesting date. | | (3) For option awards, these amounts equal the grant date fair value of option awards as calculated under FASB ASC Topic 718, not the compensation actually received by the named executive officers or the value that may be recognized with respect to these awards in the future. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) – Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2024. For restricted stock awards, these amounts equal the grant date fair value of restricted stock awards based on the closing market price of the Company’s common stock on the date of grant. The compensation realized by each named executive officer will depend on the fair market value at the time each award vests. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table summarizes outstanding options and restricted stock awards for each of our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Restricted Stock Awards(2) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (# of shares) | Number of Securities Underlying Unexercised Options Unexercisable (# of shares) | Option Exercise Price ($/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. | 2/26/2016 | 550,000 | — | $3.88 | 2/26/2026 | — | $— | | Belanoff, M.D. | 2/10/2017 | 550,000 | — | $8.27 | 2/10/2027 | — | $— | | | 2/7/2018 | 475,000 | — | $16.52 | 2/7/2028 | — | $— | | | 2/8/2019 | 475,000 | — | $11.35 | 2/8/2029 | — | $— | | | 2/7/2020 | 500,000 | — | $13.56 | 2/7/2030 | — | $— | | | 2/5/2021 | 479,166 | 20,834 | $29.41 | 2/5/2031 | — | $— | | | 2/2/2022 | 354,166 | 145,834 | $19.26 | 2/2/2032 | — | $— | | | 2/13/2023 | 229,166 | 270,834 | $23.06 | 2/13/2033 | — | $— | | | 2/9/2024 | 104,166 | 395,834 | $23.01 | 2/9/2034 | — | $— | | William | 8/16/2021 | 366,666 | 83,334 | $21.65 | 9/1/2031 | — | $— | | Guyer, | 2/2/2022 | 20,833 | 29,167 | $19.26 | 2/2/2032 | — | $— | | Pharm.D. | 2/13/2023 | 91,666 | 108,334 | $23.06 | 2/13/2033 | — | $— | | | 2/9/2024 | 41,666 | 158,334 | $23.01 | 2/9/2034 | — | $— |
Outstanding Equity Awards at Fiscal Year-End
| Sean Maduck | 2/26/2016 | 41,986 | — | $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 | 250,000 | — | $13.56 | 2/7/2030 | — | $— | | | 7/1/2020 | 40,000 | — | $15.82 | 7/13/2030 | — | $— | | | 2/5/2021 | 191,666 | 8,334 | $29.41 | 2/5/2031 | — | $— | | | 2/2/2022 | 141,666 | 58,334 | $19.26 | 2/2/2032 | — | $— | | | 4/6/2022 | 33,333 | 16,667 | $22.05 | 5/2/2032 | — | $— | | | 2/13/2023 | 91,666 | 108,334 | $23.06 | 2/13/2033 | — | $— | | | 2/9/2024 | 41,666 | 158,334 | $23.01 | 2/9/2034 | — | $— | | | 3/1/2024 | — | — | $— | — | 636 | $32,048(2) | | | 9/3/2024 | — | — | $— | — | 458 | $23,079(2) | | | 12/2/2024 | — | — | $— | — | 265 | $13,353(2) | | Atabak Mokari | 3/1/2021 | 375,000 | 25,000 | $25.46 | 3/1/2031 | — | $— | | | 2/2/2022 | 70,833 | 29,167 | $19.26 | 2/2/2032 | — | $— | | | 2/13/2023 | 91,666 | 108,334 | $23.06 | 2/13/2033 | — | $— | | | 2/9/2024 | 41,666 | 158,334 | $23.01 | 2/9/2034 | — | $— | | | 3/1/2024 | — | — | $— | — | 554 | $27,916(2) | | | 6/3/2024 | — | — | $— | — | 1,448 | $72,965(2) | | | 9/3/2024 | — | — | $— | — | 400 | $20,156(2) | | | 12/2/2024 | — | — | $— | — | 231 | $11,640(2) | | Charles Robb | 2/18/2015 | 14,037 | — | $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 | 250,000 | — | $13.56 | 2/7/2030 | — | $— | | | 2/5/2021 | 191,666 | 8,334 | $29.41 | 2/5/2031 | — | $— | | | 3/1/2021 | 37,500 | 2,500 | $25.46 | 3/1/2031 | — | $— | | | 2/2/2022 | 141,666 | 58,334 | $19.26 | 2/2/2032 | — | $— | | | 2/13/2023 | 91,666 | 108,334 | $23.06 | 2/13/2033 | — | $— | | | 2/9/2024 | 41,666 | 158,334 | $23.01 | 2/9/2034 | — | $— | | | 3/1/2024 | — | — | $— | — | 697 | $35,122(2) | | | 6/3/2024 | — | — | $— | — | 1,818 | $91,609(2) | | | 9/3/2024 | — | — | $— | — | 503 | $25,346(2) | | | 12/2/2024 | — | — | $— | — | 290 | $14,613(2) |
Outstanding Equity Awards at Fiscal Year-End
| (1) The shares subject to these options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the executive’s continued employment through the applicable vesting date. | | (2) These awards vest on the one-year anniversary of the ESPP purchase date, subject to the executive’s continued employment and on the condition that the executive held the corresponding share purchased under the ESPP through the vesting date. |
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table includes information regarding options exercised and vesting of RSAs held by our named executive officers in 2024.
Option Exercises and Stock Vested in 2024
| | Option Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Exercise (# of shares) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (# of shares) | Value Realized on Vesting ($)(2) | | Joseph K. Belanoff, M.D. | 450,000(3) | $15,921,000 | — | $— | | William Guyer, Pharm.D. | 90,000 | $1,409,081 | 2,559 | $87,417 | | Sean Maduck | 135,000 | $2,924,789 | 4,156 | $134,816 | | Atabak Mokari | — | $— | 3,817 | $123,477 | | Charles Robb | 47,000(4) | $1,526,880 | 4,829 | $156,031 |
Option Exercises and Stock Vested in 2024
| (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) The value realized on vesting represents the market price of the underlying shares at vesting and does not necessarily reflect actual proceeds received. | | (3) 450,000 shares acquired on exercise by Dr. Belanoff were issued as part of a cashless option exercise whereby 259,583 shares were surrendered to us in satisfaction of the related exercise cost and tax obligations. | | (4) 14,000 shares acquired on exercise by Mr. Robb were issued as part of a cashless option exercise whereby 8,174 shares were surrendered to us in satisfaction of the related exercise cost and tax obligations. |
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, 2024 or (ii) a change in control of our Company occurred and the named executive officer experienced a qualifying termination on December 31, 2024.
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 | $1,144,000 | $1,144,000 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 23,216,738(1) | | | Health Insurance Benefit | 22,634 | 22,634 | | | Total | $1,166,634 | $24,383,372 | | William Guyer, Pharm.D. | Base Salary | $658,320 | $658,320 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 10,598,941(1) | | | Health Insurance Benefit | 31,586 | 31,586 | | | Total | $689,906 | $11,288,847 | | Sean Maduck | Base Salary | $628,161 | $628,161 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 9,827,561(1) | | | Health Insurance Benefit | 31,586 | 31,586 | | | Total | $659,747 | $10,487,308 | | Atabak Mokari | Base Salary | $548,080 | $548,080 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 8,959,849(1) | | | Health Benefit | 307 | 307 | | | Total | $548,387 | $9,508,236 | | Charles Robb | Base Salary | $688,480 | $688,480 | | | Accelerated Vesting of Stock Options and Restricted Stock | — | 9,515,753(1) | | | Health Insurance Benefit | 19,299 | 19,299 | | | Total | $707,779 | $10,223,532 |
Potential Payments Upon Termination or Change in Control
| (1) For unvested options held by named executive officers as of December 31, 2024, 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 Capital Market as of December 31, 2024 (the last trading date of the fiscal year ended December 31, 2024), which was $50.39, over the exercise price of the option grant, by the number of unvested shares subject to the option as of December 31, 2024. For unvested restricted stock held by named executive officers as of December 31, 2024, the value ascribed to the accelerated vesting benefit under the Severance and Change in Control Agreements is calculated by multiplying $50.39 by the number of unvested shares of restricted stock as of December 31, 2024. |
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 2024 (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, 2024. 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 2024 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 $245,044 for 2024, including base salary earned for 2024, the grant date fair value of restricted stock awarded in 2024 and the bonus paid in March 2025 with respect to 2024 performance. As disclosed above in the Summary Compensation Table, our CEO’s annual total compensation for 2024 was $9,890,081. 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
| CEO | $9,890,081 | | Median employee | $245,044 | | Ratio | 40:1 |
Pay Ratio Disclosure
Because public companies use different methods to calculate their pay ratios, the ratio we report should not be used as a basis for comparing Corcept to its peers.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain financial performance of our Company.
Pay versus Performance
| Year | Summary Compensation Table Total for CEO ($)(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) | | | | 2024 | $9,890,081 | $22,847,241 | $3,990,120 | $9,425,646 | $416 | $114 | $141,209 | $675,040 | | 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 2024, 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: 2024: Dr. Guyer and Messrs. Maduck, Mokari and Robb 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) | 2024 | 2023 | 2022 | 2021 | 2020 | | For CEO: | | | | | | | Summary Compensation Table Total | $9,890,081 | $9,337,734 | $7,352,757 | $10,984,638 | $5,762,102 | | - Summary Compensation Table “Option Awards” column value | (7,010,548) | (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 | 12,171,131 | 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 | 5,019,434 | 3,113,564 | 384,719 | (2,243,056) | 3,713,993 | | + vest date fair value of equity awards granted in the covered year | 2,354,418 | 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 | 422,725 | 975,392 | 1,019,865 | (1,000,858) | 799,318 | | Compensation Actually Paid | $22,847,241 | $15,757,507 | $9,573,427 | $4,250,676 | $13,607,297 | | For Non-CEO NEOs (Average): | | | | | | | Summary Compensation Table Total | $3,990,120 | $3,859,740 | $2,979,057 | $5,343,525 | $2,735,088 | | - Summary Compensation Table “Option Awards” column value | (2,804,219) | (2,764,760) | (2,100,777) | (4,550,473) | (1,995,790) | | - Summary Compensation Table “Stock Awards” column value | (52,674) | (90,100) | (17,699) | — | — | | + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | 4,960,427 | 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 | 2,158,367 | 1,500,445 | 183,637 | (821,551) | 1,680,311 | | + vest date fair value of equity awards granted in the covered year | 941,758 | 645,179 | 569,394 | 424,525 | 462,731 | | +/- change in fair value of prior-year equity awards vested in the fiscal year | 231,867 | 428,454 | 467,791 | (332,038) | 234,941 | | Compensation Actually Paid | $9,425,646 | $6,755,598 | $3,906,349 | $2,622,461 | $6,189,352 |
2024 Most Important Measures to Determine Compensation Actually Paid
2024 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 hypercortisolism and developing our proprietary selective cortisol modulators as treatments for other diseases with serious medical need. The performance measures we use to evaluate our executives’ performance are described below. For more information refer to the “Elements of Executive Compensation” of this proxy statement.
2024 Most Important Measures to Determine Compensation Actually Paid
| Most Important Performance Measures | | Increase revenue | | Expand our commercial business serving patients with hypercortisolism and continue to advance relacorilant as a potentially superior successor to Korlym | | Advance promising candidates from our portfolio of selective cortisol modulators as potential treatments for patients with solid tumors, metabolic disorders and neurologic disorders | | Discover and 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 2024.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table provides compensation information for the one-year period ended December 31, 2024 for each non-employee member of our Board. Dr. Belanoff is not provided additional compensation for his Board service.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | Total ($) | | James N. Wilson(3) | $126,000 | $1,377,093 | $1,503,093 | | Gregg Alton | $85,000 | $516,410 | $601,410 | | G. Leonard Baker, Jr. | $66,000 | $516,410 | $582,410 | | Gillian M. Cannon, Ph.D. | $68,500 | $516,410 | $584,910 | | David L. Mahoney | $82,500 | $516,410 | $598,910 | | Joshua M. Murray | $62,500 | $516,410 | $578,910 | | Kimberly Park | $62,000 | $516,410 | $578,410 | | Daniel N. Swisher, Jr. | $60,000 | $516,410 | $576,410 |
DIRECTOR COMPENSATION
| (1) These amounts equal the grant date fair value of option awards as calculated under FASB ASC Topic 718, not the compensation actually received by the named executive officers or the value that may be recognized with respect to these awards in the future. 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 – “Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2024. | | (2) As of December 31, 2024, our non-employee directors held outstanding options to purchase the following number of shares: Mr. Wilson: 920,000; Mr. Alton: 190,000; Mr. Baker: 240,000; Dr. Cannon: 160,000, Mr. Mahoney: 270,000; Mr. Murray: 140,000; Ms. Park: 190,000; and Mr. Swisher: 147,761 shares. During 2024, Mr. Wilson, as chairman of the board, was granted an option to purchase 80,000 shares with a grant date fair value of $1,377,093, 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 $516,410. All of these awards vest in equal monthly installments over a one-year period, subject to continued service. | | (3) The cash fee paid to Mr. Wilson in 2024 included an overpayment of $3,093 due to an administrative error. The cash fee paid in 2025 was reduced by the amount of the overpayment in 2024. |
DIRECTOR COMPENSATION
For 2024, non-employee directors received a fee for their services in the amount of $50,000, effective January 1, 2024. 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 non-employee directors are granted an option, which for 2024, 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 non-employee director’s continued service on each monthly vesting date. The Board has historically approved additional option awards for non-employee directors serving certain leadership roles. In 2024, the Board granted Mr. Wilson an additional option to purchase 50,000 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: $1,500,000 for each continuing director, including both cash and equity compensation; and $2,000,000 for a newly appointed director during the first year of service, including both 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 2025 Annual Meeting, the stockholders will vote on the election of nine directors, each to serve until the annual meeting of stockholders in 2026 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 2025 Annual Meeting, assuming a quorum is present. Stockholders do not have cumulative voting rights in the election of directors.