SECURITIES AND EXCHANGE COMMISSION
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Securities Exchange Act of 1934
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Corcept Therapeutics Incorporated
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Corcept Therapeutics Incorporated
Menlo Park, California 94025
Notice of Annual Meeting of Stockholders
To Be Held on May
29, 201826, 2021
The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on Tuesday,Wednesday, May 29, 201826, 2021 at 8:007:30 a.m. local time at the Company’s headquarters located at 149 Commonwealth Drive, Menlo Park, CA 9402594025. Stockholders can also attend the meeting virtually via the Internet at www.virtualshareholdermeeting.com/CORT2021 by using the 16-digit control number which appears on your proxy card and the instructions that accompany your proxy materials.
The annual meeting will be held for the following purposes, as more fully described in the accompanying
Proxy Statement: | 1.
| To elect seven directors to hold office until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
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proxy statement: | 2.
| To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
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1.To elect eight directors to hold office until the 2022 Annual Meeting of Stockholders and until their successors are duly elected and qualified. | 3.
| To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
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2.To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.3.To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on April
18, 201816, 2021 will be entitled to notice of, and to vote at, such meeting
in-person or via the Internet or any adjournments or postponements thereof.
By Order of the Board of Directors,
/s/ G. Charles Robb
G. Charles Robb
Chief Financial Officer and Secretary
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| By Order of the Board of Directors, |
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| /s/ Charles Robb |
| Charles Robb |
| Chief Business Officer and Secretary |
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May
29, 201826, 2021
Our
20182021 Proxy Materials are available at www.corcept.com/proxymaterials/
20182021
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND MAILING PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING EITHER IN-PERSON OR VIRTUALLY, YOU MAY VOTE IN PERSONAT THE MEETING EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
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Corcept Therapeutics Incorporated
Menlo Park, California 94025
650-327-3270
PROXY STATEMENT
2018
2021 ANNUAL MEETING OF STOCKHOLDERS
We are furnishing this
Proxy Statementproxy statement and the enclosed proxy in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders of Corcept Therapeutics Incorporated (the “Company”
or “Corcept”) to be held on
Tuesday,Wednesday, May
29, 201826, 2021 at
8:007:30 a.m. local time,
in-person at 149 Commonwealth Drive, Menlo Park, California 94025 and
virtually at www.virtualshareholdermeeting.com/CORT2021 and at any adjournments thereof (the
“Annual“2021 Annual Meeting”). This
Proxy Statementproxy statement and accompanying proxy card are being first mailed to stockholders on or about April
25, 2018.26, 2021.
Only holders of our common stock at the close of business on April
18, 201816, 2021 (the “Record Date”) are entitled to vote at the
2021 Annual Meeting. Stockholders who hold shares of our common stock in “street name” may vote at the
2021 Annual Meeting only if they hold a valid proxy from their broker.
If a bank, broker or other intermediary is the record holder of your stock on the Record Date, you must obtain and submit a legal proxy from your broker or other intermediary as the record holder and a letter from your broker or other intermediary showing that you were the beneficial owner of your shares on the Record Date.
Shares Outstanding and Quorum
As of the Record Date, there were
115,235,013116,627,692 shares of our common stock outstanding. A majority of the outstanding shares of our common stock entitled to vote at the
2021 Annual Meeting must be present in person or by proxy,
or by remote communication, if applicable, in order for there to be a quorum at the meeting.
Shares are considered present “in person” if voted by the holder of those shares or by proxy during the 2021 Annual Meeting. Stockholders of record who are present at the meeting in person or by proxy,
or by remote communication, if applicable, and who withhold votes or abstain from voting and broker non-votes will be included in the number of shares present at the meeting for purposes of determining whether a quorum is present.
Each stockholder of record is entitled to one vote at the
2021 Annual Meeting for each share of common stock held by such stockholder on the Record Date. Stockholders may vote their shares by using the proxy card enclosed with this
Proxy Statement.proxy statement. Stockholders do not have cumulative voting rights. All proxies we receive which are properly voted, whether by signed proxy card or by telephonic or
internetInternet voting,
and that have not been revoked will be voted in accordance with the instructions contained in the proxy. If a proxy is received which does not specify a vote or an abstention, the shares represented by that proxy will be voted (a) for each of the nominees to the Board listed on the proxy card and in this
Proxy Statementproxy statement and (b) for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2018.2021. We are not aware, as of the date hereof, of any matters to be voted upon at the
2021 Annual Meeting other than those stated in this
Proxy Statementproxy statement and the accompanying Notice of Annual Meeting of Stockholders. If any other matters are properly brought before the
2021 Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the proxy card in their discretion.
You may still attend the 2021 Annual Meeting and vote in person even if you have already voted by proxy. You may vote your shares in-person or via the Internet at www.virtualshareholdermeeting.com/CORT2021 during the 2021 Annual Meeting. You will need the 16-digit control number which appears on the enclosed proxy card and the instructions accompanying these proxy materials. For additional details on the meeting, please see page 2 of this proxy statement.
Votes Required to Approve Each Proposal
The holders of a majority of the outstanding shares of common stock entitled to vote at the meeting, present in personwhether in-person, virtually or by proxy, shall constitute a quorum for the 2021 Annual Meeting. If a quorum is not present at the meeting, the
chairman of the meeting may adjourn the meeting to another place, date or time. If a quorum exists at the 2021 Annual Meeting, the stockholders will be entitled to vote on the following proposals:
the •election of directors (Proposal No. 1); and
the •ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20182021 (Proposal No. 2)
.1
Directors will be elected by a plurality of the votes cast, which means that the seveneight director nominees who receive the highest number of shares voted “FOR” their election will be elected. Adoption of all other proposals requires the affirmative vote of a majority of the votes casecast affirmatively or negatively, meaning that the number of shares voted “FOR” a proposal must exceed the number of shares voted “against” such proposal. Withhold votes, abstentions and broker non-votes will have no impact on the outcome of the proposals and will
only be counted for purpose of determining whether a quorum exists.
A stockholder of record may revoke a proxy at any time before it is voted at the
2021 Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of our company at 149 Commonwealth Drive, Menlo Park, California 94025 or (b) attending the
2021 Annual Meeting and voting
in person.at the meeting by following the instructions above. Attendance at the
2021 Annual Meeting will not revoke a proxy unless the stockholder
actually votes
in personin-person or via the Internet at the meeting.
Attendance at the In-person and Virtual 2021 Annual Meeting
The 2021 Annual Meeting will begin promptly at 7:30 am local time at our headquarters located at 149 Commonwealth Drive, Menlo Park, CA 94025, at which time the live audio webcast will begin. Online access to the audio webcast will open approximately 15 minutes prior to the start of the 2021 Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders participating virtually to access the meeting in advance of the designated start time.
Stockholders may attend the 2021 Annual Meeting, in-person or by using the 16-digit control number on the proxy card or voting instruction form to log in to www.virtualshareholdermeeting.com/CORT2021 .
Submission of Questions at the 2021 Annual Meeting
An online portal available at www.virtualshareholdermeeting.com/CORT2021 will allow stockholders to submit questions and vote at the 2021 Annual Meeting. Stockholders may also submit questions and vote on the day of, or during, the 2021 Annual Meeting in-person. To submit questions and vote, each stockholder will need to demonstrate proof of stock ownership by entering the 16-digit control number received with your proxy card or voting instruction form.
Technical Assistance Provided Before and During the 2021 Annual Meeting
Beginning 15 minutes prior to the start of and during the 2021 Annual Meeting, we will have a support team ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual meeting.
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number posted on the 2021 Annual Meeting log in page.
The proxy card accompanying this
Proxy Statementproxy statement is solicited by our Board. We will pay
all of the costs of soliciting proxies. In addition to solicitation by mail, our officers, directors and employees may solicit proxies personally or by telephone without receiving additional compensation. If requested, we will pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners the reasonable out-of-pocket cost of forwarding
these materialsthe proxy statement and proxy card to stockholders.
Householding of Proxy Materials
“Householding” is a procedure approved by the Securities and Exchange Commission (the “SEC”) under which stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will
receive only one copy of our
Proxy Statementproxy statement from us or a bank, broker or other intermediary, unless one or more of these stockholders notifies us, the bank, broker or other intermediary that they wish to continue to receive individual copies.
At the present time, weWe do not “household” for any of our stockholders of record. However, as explained below, your bank, broker or other intermediary may be householding your account if you hold your shares in street name.
If you hold shares in street name, your bank, broker or other intermediary may deliver only one copy of our
Proxy Statementproxy statement to multiple stockholders of the same household who share the same address, and may continue to do so, unless your bank, broker or other intermediary has received contrary instructions from one or more of the affected stockholders in the household. If you are such a beneficial holder, contact your bank, broker or other intermediary to receive a separate set of our proxy materials.
2
NOMINEES TO
BOARDBOARD OF DIRECTORSAt the
2021 Annual Meeting, the stockholders will vote on the election of
seveneight directors, each to serve until the annual meeting of stockholders in
20192022 and until their successors are duly elected and qualified.
The name, age at March 31,
20182021 and principal occupation of each person nominated for election to the Board, all of whom currently serve as our directors, are set forth below:
Name
| | Age
| | Occupation
| | | | | | | | | | |
James N. Wilson
Name | | 74
Age | | Chairman of the Board
Occupation |
Joseph K. Belanoff, M.D. | | 60
63 | | Chief Executive Officer and President |
James N. Wilson (1) | | 77 | | Chairman of the Board |
| Gregg Alton (1) (2) (3) | | 55 | | Former Chief Patent Officer of Gilead Sciences, Inc. |
| G. Leonard Baker, Jr. (1) (2) | | 75
78 | | Venture Capitalist |
DanielGillian M. Bradbury (2)Cannon, Ph.D. (3)
| | 57 | | FounderPresident of BioBrit, LLC
Alyvant and Executive in Residence of Roivant Sciences |
Reneé D. Galá (1)(3)
| | 46
| | Senior Vice President and Chief Financial Officer of Theravance Biopharma, Inc.
|
David L. Mahoney (1)(2) (3) | | 63
66 | | Private Investor |
Kimberly Park (1) (3) | | 57 | | Former Global Vice President of Merck & Co. |
Daniel N. Swisher, Jr. (1) (2) | | 55
58 | | President and Chief Operating Officer of Jazz Pharmaceuticals plc |
(1)
| Member of Audit Committee
|
(2)
| Member of Compensation Committee
|
(3)
| | | | | |
| (1) | Member of Corporate Governance and Nominating Committee |
| (2) | Member of Compensation Committee |
| (3) | Member of Audit Committee |
In addition to the information presented below regarding the qualities that led our Board to conclude that they should serve as directors, our
Our director nominees have
a reputation foracted 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 and
a commitment to serve our company and the Board. Our Board believes that the backgrounds and qualifications of these nominees, considered as a group, exhibit a combination of experience, knowledge and talent that will allow them to fulfill their responsibilities as Board members.
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. Wilsonhas served as a director and as Chairman of our Board since 1999. SinceFrom 2005 to 2018, he haswas also been the Chairmana member of the Boardboard of directors of NuGEN Technologies, Inc. (“NuGEN”), a provider of systems for genomic analysis. From 2002 to 2009, Mr. Wilson served as the lead independent director of Amylin Pharmaceuticals, Inc. (“Amylin”), a publicly-traded biopharmaceutical company, and from 1996 to 2001, he was Chairman of the Boardboard 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, (“Syntex”), which was acquired by Roche Holding, Ltd. From 1989 to 1990, Mr. Wilson was Chairman and Chief Executive Officer of Neurex Corporation, (“Neurex”), 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 extensive experience in the biotechnology industry, as both a Chief Executive Officersenior executive and director.Joseph K. Belanoff, M.D.
Gregg Alton is a co-founder of our company and has served asbecame a member of our Board in March 2020. Mr. Alton served as Chief Patent Officer of Gilead Sciences, Inc. (“Gilead”) until January 2020. Since 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 ourcommercial matters, including Interim Chief Executive Officer since 1999, and as our President since 2014. Dr. Belanoff is a clinical faculty memberGeneral Counsel. Prior to joining Gilead, he was an attorney at Stanford University (Schoolthe law firm of Medicine),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 Enochian Biosciences Inc., a public biotechnology company, since 1992, held various positions inJanuary 2020 and Novavax, Inc., a public biotechnology company, since November 2020. He also serves as a member of the Departmentboard of Psychiatrydirectors of several private companies, the Black Women’s Health Imperative, the Hepatitis Fund and Behavioral Sciences. Dr. Belanoff received his B.A. from Amherst Collegethe Boys and his M.D. from Columbia University’sGirls Clubs of Oakland. He serves on the U.S. government’s Presidents Advisory Council on HIV and AIDS and the advisory boards for UCSF Global Health Group and the UC Berkeley College of Physicians & Surgeons. Dr. BelanoffLetters and Science. 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 deep knowledge of our financial activities, commercialsenior executive with responsibilities for legal, regulatory and medical affairs, strategy, operations and our research and development programs. He also has valuable expertise in business administration, drug discovery, clinical medicine and psychopharmacology.patient relations.
G. Leonard Baker, Jr.has served as a member of our Board since 1999. Since 1973, Mr. Baker has beenwas a Managing Director of the General Partner of Sutter Hill Ventures, a venture capital firm in Palo Alto, California.California from 1973 through 2020. Mr. Baker currently serves on the boards of a numberdirectors of private companies.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 extensive experienceexpertise in advising companies about finance, strategic transactions and business operations.3
DanielGillian M. BradburyCannon, Ph.D. has served asbecame a member of our Board since October 2012. Mr. Bradbury isin November 2020. Dr. Cannon brings to Corcept more than 30 years of experience in the Founderpharmaceutical industry, where she has served in leadership roles at Merck and Managing Member of BioBrit, LLC, a life sciences consultingCo. Inc., UCB Inc. and investment firm and Chief Executive Officer, Chairman and Co-Founder of Equillium, Inc., a private biopharmaceutical company focused on developing first-in-class therapies to treat severe autoimmune disorders with high unmet medical need. Mr. Bradbury served as President and Chief Executive Officer of Amylin from March 2007 until its acquisition by Bristol-Myers Squibb Company in August 2012. From June 2006 until August 2012 he was a member of Amylin’s board of directors and served on its Finance and Risk Management Committee. Mr. Bradbury served as Amylin’s President (2006 to 2007), Chief Operating Officer (2003 to 2006) and Executive Vice President (2000 to 2003) andOtsuka Pharmaceuticals. In her 27-year career at Merck, Dr. Cannon held a variety of salessenior 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 marketing positions (1994 to 2003). Before joining Amylin, Mr. Bradbury workedGlobal Commercial Head of Merck’s neuroscience franchise. Most recently, Dr. Cannon was the President of U.S. Operations for UCB Inc. and is currently President of Alyvant, a healthcare company, since 2018 and Executive in marketingResidence for Roivant Sciences, a healthcare company, since April 2020. Dr. Cannon received her B.S. in Biochemistry from the University of Edinburgh and sales for ten years at SmithKline Beecham Pharmaceuticals. HePh.D. in Health Administration from Temple University. She currently serves on the boardsBoard of directorsAffibody AB, a Swedish biotechnology company, and is a memberthe Board of board committeesEdinburgh Innovations, the commercial arm of the following publicly-traded companies: Geron Corporation (Audit and Nominating & Governance Committees), Biocon Limited (Audit & Risk and Stakeholder Relation Committees) and Intercept Pharmaceuticals, Inc. (Audit and Nominating & Governance Committees). He received a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom. Mr. BradburyEdinburgh University. Dr. Cannon brings to our Board extensive experience in pharmaceutical industry strategy,company operations as well as market access expertise and management.Reneé D. Galá joined our Board in June 2016. She has been the Senior Vice President and Chief Financial Officer of Theravance Biopharma, Inc., a publicly-traded biopharmaceutical company, since July 2014. From 2006 to June 2014, Ms. Galá held various roles in the finance organization before leading the separation of the biopharmaceutical business (now Theravance Biopharma) from the royalty company, Innoviva, Inc. From 2001 to 2006, Ms. Galá held positions in global treasury, pharmaceutical sales and corporate strategy/business development at Eli Lilly and Company, a publicly-traded drug manufacturing company. Before that, Ms. Galá worked for seven years in the energy industry, both in the U.S. and internationally, in positions focusedfocus on corporate finance, project finance, and mergers and acquisitions. Ms. Galá received a B.S. in Mathematics from Vanderbilt University and an M.B.A. from Columbia Business School. Ms. Galá brings to our Board extensive experience in pharmaceutical industry sales, finance, corporate strategy and business development.data driven innovation.
David L. Mahoneyis 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 serveshas served on the board of Symantec Corporation (“Symantec”),directors of Adamas Pharmaceuticals, a publicly-traded software technologypublicly traded pharmaceutical company, since 2011, including as Chairman, and chair of itsthe Compensation Committee and a member of itsthe Nominating and Governance Committee; and Adamas Pharmaceuticals, Inc., a publicly traded bio-pharmaceutical company, where he is the Lead Independent Director and chair of the Compensation Committee. Mr. Mahoney also served as a member of the Audit Committee of Symantec from 2003 to 2011.2011 and as a member of the board of directors from 2003 to 2019. He also serves on the boardsboard of directors of theseveral privately-held organizations including San Francisco Museum of Modern Art, and Mercy Corps and Mount Holyoke College and is a Trustee of the Schwab/Laudus Family of Funds and Mount Holyoke College. Mr. Mahoney previously served on the board of directors of KQED, Inc., a public non-profit television and radio operator.Funds. Mr. Mahoney received his B.A. from Princeton University and his M.B.A. from Harvard University. Mr. Mahoney brings to our Board extensive experience in pharmaceutical distribution, fiscal management operating strategy and logistics.in healthcare and technology company operations.Daniel N. Swisher, Jr.
Kimberly Park becamehas 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 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 has been the President and Chief Operating Officer of Jazz Pharmaceuticals since January 2018. 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. 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 Boardboard 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 life sciencepharmaceutical industry development, sales, marketing, operations and financefinance.. There are no family relationships among any of our directors or named executive officers.
4
DIRECTOR NNOMINATION
OMINATIONCorporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for, among other things, identifying individuals qualified to serve as members of the Board, recommending to the Board nominees for election as directors and providing oversight with respect to corporate governance and ethical conduct.conduct by Corcept’s directors, officers and employees. The Corporate Governance and Nominating Committee’s charter is available at www.corcept.com. The Committee currently consists of David L. MahoneyKimberly Park (Chairman), Daniel M. BradburyG. Leonard Baker, Jr., Gregg Alton and Reneé D. Galá.James N. Wilson. Following the 20182021 Annual Meeting of Stockholders, assuming the election of each director nominee, herein,membership of the Corporate Governance and Nominating Committee will remain the same.not change. The Board has determined that all members of the Corporate Governance and Nominating Committee are independent under the rules of the Nasdaq Stock Market. The Corporate Governance and Nominating Committee met four times during 2017. In accordance with the requirements of the Nasdaq Stock Market, director nominees are recommended for the Board’s selection by the2020. The Corporate Governance and Nominating Committee.Committee recommends director candidates to the Board for review and approval, and its charter is available at
www.corcept.com.
The information below describes the criteria
and process that the Corporate Governance and Nominating Committee
applies and the process it uses to evaluate candidates for director.
Board Membership Criteria. The Corporate Governance and Nominating Committee assesses whetherCommittee’s goal is to identify director candidates possesswith a broad diversity of background and experience who have the experience, skills and judgment to serve successfully on theour Board. Although there is no policy regarding diversity in director nominees, both the Corporate Governance and Nominating Committee and the Board seek the talents and backgrounds that would be most helpful to the Company. In particular, the Corporate Governance and Nominating Committee, when recommending director candidates, considers whether a candidate could help the Board represent a diversity of background and experience. The Corporate Governance and Nominating Committee also seeks to ensure that a majority of the directors are independent under the rules of the Nasdaq Stock Market, that the Audit Committee and Compensation Committee are each composed of independent directors, and that members of the Audit Committee possess the accounting and financial expertise the Nasdaq Stock Market and SEC rules require.Stockholders
Process for Identifying and Evaluating Nominees. With the assistance as it deems appropriate of other members of the Board, Corcept’s management and in some cases a third-party search firm, the Corporate Governance and Nominating Committee identifies candidates who have the qualities and skills being sought. The Corporate Governance and Nominating Committee will also consider recommendations for nominees by stockholders.
With respect to candidates for initial election to the Board, the Corporate Governance and Nominating Committee reviews biographical information and qualifications and checks the candidate’s references. Qualified candidates are interviewed by at least one member of the Corporate Governance and Nominating Committee. Serious candidates meet, either in person or by telephone, with all members of the Corporate Governance and Nominating Committee and as many other members of the Board as practicable.
Candidates recommended by the Corporate Governance and Nominating Committee are presented to the Board for selection as nominees to be presented for the approval of the stockholders or for election to fill a vacancy. A similar process would be used to evaluate nominees recommended by stockholders.
Stockholder Proposals for Nominees. The Corporate Governance and Nominating Committee will consider written proposals from stockholders for nominees for director. Such nominations should be submitted to the Secretary of our Company and should include the following information: (a) all information required by Regulation 14A of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and willingness to serve as a director; (b) the name(s) and address(es) of the stockholder(s) making the nomination and the number of shares of our common stock which are owned beneficially and of record by such stockholder(s); and (c) biographical information and a statement as to the qualifications of the nominee. Our Amended and Restated Bylaws provide that advance notice of a stockholder’s proposal to be brought before the 20192022 Annual Meeting of Stockholders, including director nominations, must be delivered to the Secretary of our company at our principal executive offices not earlier than 120 days (December 26, 2018)27, 2021) and not later than 90 days (January 25, 2019)26, 2022) prior to the anniversary of the mailing date of the proxy materials for the previous year’s annual meeting. Our Amended and Restated Bylaws also provide that in the event that the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the anniversary date of the preceding year’s annual meeting, this advance notice must be received not later than the close of business on the later of (i) the 120th120th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made.Process for Identifying and Evaluating Nominees
. The Corporate Governance and Nominating Committee initiates the process for identifying and evaluating nominees to the Board by identifying a slate of candidates who meet the criteria for selection as nominees and have the specific qualities or skills being sought based on input from members of the Board, management and, if the Corporate Governance and Nominating Committee deems appropriate, a third-party search firm. The Corporate Governance and Nominating Committee will also consider recommendations for nominees by stockholders on the same basis.5
With respect to candidates for initial election to the Board, the Corporate Governance and Nominating Committee also reviews biographical information and qualifications and checks the candidate’s references. Qualified candidates are interviewed by at least one member of the Corporate Governance and Nominating Committee. Serious candidates meet, either in person or by telephone, with all members of the Corporate Governance and Nominating Committee and as many other members of the Board as practicable.
Based on interviews and other information, the Corporate Governance and Nominating Committee evaluates which of the prospective candidates is qualified to serve as a director and whether the Committee should recommend to the independent members of the Board that the Board nominate, or elect to fill a vacancy with, a prospective candidate. Candidates recommended by the Corporate Governance and Nominating Committee are presented to the Board for selection as nominees to be presented for the approval of the stockholders or for election to fill a vacancy. The Corporate Governance and Nominating Committee expects that a similar process will be used to evaluate nominees recommended by stockholders.
Nominees to the Board of Directors for the 2021 Annual Meeting. The nominees for theelection at this 2021 Annual Meeting were recommended for selection by the Corporate Governance and Nominating Committee and were selected by the Board.
BOARD MEETINGS
AND COMMITTEESThe Board met four times in 2017.
In addition to the Corporate Governance and Nominating Committee,
which is described above, the Board has Audit and Compensation Committees. The Audit Committee met five times and the Compensation Committee met
twoone time in 2020. The Board met four times in
2017. Each member of the Board attended 75% or more of the total number of Board meetings and meetings of Board committees on which such Board member served.2020. The independent directors of the Board met in executive sessions four times in
2017.2020. Each member of the Board attended 75 percent or more of the total number of Board and Board committee meetings on which such Board member served that were held during the period in which he or she was a Board or Board committee member.
We encourage our directors to attend
theour annual stockholder
meetings. Onemeeting. Two of our directors attended the
20172020 annual stockholder meeting.
Audit Committee. In 2017,The purpose of the Audit Committee consistedis to oversee our accounting and financial reporting processes and financial statement audits. Its responsibilities include appointing and compensating the independent registered public accounting firm for its audit of Daniel N. Swisher, Jr. (Chairmanour accounts, reviewing the scope and results of these independent audits, reviewing and evaluating our accounting policies, and approving the Committee)professional services our independent registered public accounting firm provides to us. The Audit Committee consists of Gregg Alton (Chairman), Reneé D. Galá and David L. Mahoney.Mahoney, Gillian Cannon and Kimberly Park. Following the 20182021 Annual Meeting of Stockholders, assuming the election of each director nominee, herein, the Audit Committee membership will remain the same.not change. The Board has determined that all members of the Audit Committee are independent under the rules of the Nasdaq Stock Market and that each of them can read and understand financial statements. In addition, theThe Board has also determined that each member of the Audit Committee satisfies the independence requirements of Rule 10A-3(b)(1) of the Exchange Act. The Board has determinedAct and that each of Messrs. Swisher andMr. Mahoney and Ms. Galá qualifies as an “Audit Committee“audit committee financial expert” as defined by Item 407(d)(5) of Regulation S-K of the Securities Act and the Exchange Act. The purpose of the Audit Committee is to oversee the accounting and financial reporting processes and financial statements audits. The responsibilities of the Audit Committee include appointing and providing for the compensation of the independent registered public accounting firm to conduct the annual audit of our accounts, reviewing the scope and results of the independent audits, reviewing and evaluating internal accounting policies, and approving all professional services to be provided to us by our independent registered public accounting firm. The Audit Committee charter is available at www.corcept.com. Compensation Committee. In 2017, theThe Compensation Committee consistedconsists of David L. Mahoney (Chairman), G. Leonard Baker, Jr. (Chairman), Daniel M. BradburyGregg Alton and Daniel N. Swisher, Jr. Following the 20182021 Annual Meeting of Stockholders, assuming the election of each director nominee, herein, the Compensation Committee membership will remain the same.not change. The Board has determined that all members of the Compensation Committee are independent under the rules of the Nasdaq Stock Market. The Compensation Committee administers the Company’s benefit plans, reviews and administersapproves, subject to stockholder or Board approval as required, (i) our incentive, equity-based and other compensatory plans and (ii) any benefit, compensation or severance arrangements withapplicable to our named executive officers,officers. In addition, the Committee reviews and establishesapproves corporate goals relevant to our chief executive officer’s compensation and recommends the structure and amount of such compensation to the Board for its review and approval. The Committee also reviews our policies relating to the compensation and benefits of our officersoffered to nonemployee directors and employees.recommends changes to the Board, as appropriate. The Compensation Committee’s charter permits it to delegate its authority and responsibilities as it deems appropriate to individual members of the Compensation Committee or to a subcommittee of the Compensation Committee.Committee members. The Compensation Committee charter is available atwww.corcept.comwww.corcept.com.
BOARD LEADERSHIP
STRUCTURE AND ROLE IN RISK OVERSIGHTBoard Leadership Structure.Leadership. We are committed to sound corporate governance practices and value independent board oversight as an essential component of strongto good corporate performance. FiveSeven of our seveneight directors qualify as independent under the rules of the Nasdaq Stock Market, and, followingMarket. Following the 20182021 Annual Meeting of Stockholders, assuming the election of each director nominee, herein, thatthe number of directors who are independent will remain the case.not change. In April 2018,February 2021, our Board reviewed the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, ourjudgment. The Board has determined that the following directors are “independent” under the rules of the Nasdaq Stock Market: James N. Wilson
Gregg Alton
G. Leonard Baker, Jr.
Daniel
Gillian M.
BradburyReneé D. Galá
Cannon
Kimberly Park
In accordance with our Amended and Restated Bylaws, our Board appoints our
officers, including our Chief Executive Officer. Ourofficers. The Board does not have a policy
onas to whether the role of the Chairman of the Board and Chief Executive Officer should be separate and
if it is to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee and if it is to be combined, whether a lead independent director should be selected. Currently, we separate the roles of Chief Executive Officer and Chairman of the Board. The Chief Executive Officer is responsible for setting Corcept’s strategic direction and its day-to-day leadership and performance. The Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the full Board.
Dr. Belanoff, ourOur Chief Executive Officer is an employee
of our company and is therefore not
“independent” under the rules of the Nasdaq Stock Market. Until June 2016, Mr. Wilson, our Chairman of the Board, was also an employee and is therefore not “independent” under the rules of Nasdaq Stock Market. Mr. Wilson has not been an employee of the Company since June 2016.deemed “independent.” Our Board believes that its
current leadership
structure is appropriate for
our CompanyCorcept and
its stockholders.
Risk Oversight.Oversight. The Board oversees our exposure to risk exposures and risk management and the steps management haswe have undertaken to control business and financialmitigate those risks. The Board assesses the risks we face and reviews our strategic plan at least annuallyannually. The Board also receives regular updates from our Executive Committee, which consists of our Chief Executive Officer, Chief Financial Officer, Chief Business Officer, Chief Commercial Officer, Chief Medical Officer and assessesChief Scientific Officer, regarding the impact and mitigation of various risks, facing our company. Whileincluding the COVID-19 pandemic. Although the Board hasbears ultimate responsibility for the Company’s risk management, process, various committees of the Board also have responsibility for risk management. Our Audit Committee oversees management of risks relating toarising from our accounting matters,policies and practices, financial reporting, SEC compliance and SEC compliance. Ourpotential director or named executive officer conflicts of interest. The Compensation Committee oversees the management of risks relating todirector and executive compensation. In addition, in settingofficer compensation the Compensation Committeeand strives to create compensation incentives that discourage risk-taking that is inconsistent with our business strategy. OurThe Corporate Governance and Nominating Committee oversees management of risks associated with maintaining independencecorporate governance and regulatory compliance. Each of our Boardthese committees meets regularly with Corcept management and preventing conflicts of interest. Each committee regularly reports to the full Board.
COMMUNICATIONS
WITH DIRECTORSStockholders or other interested parties may communicate with any director or committee of our Board by writing to them c/o Secretary, Corcept Therapeutics Incorporated, 149 Commonwealth Drive, Menlo Park, California 94025. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to the Corporate Governance and Nominating Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our
During 2020, our Compensation Committee
consistsconsisted of
G. LeonardMr. Mahoney, Mr. Baker
Jr. (Chairman), Daniel M. Bradbury and
Daniel N. Swisher, Jr., none whomMr. Swisher. In February 2021, Mr. Alton was appointed to the Compensation Committee. None of the members of our Compensation Committee is,
currently, or has been, an officer or employee of our company. None of our named executive officers
currently serves or in the past year has served as a member of the board of directors of any entity that has one or more named executive officers serving on our Board or Compensation Committee.
INFORMATION
CONCERNINGABOUT OUR EXECUTIVE OFFICERS
The names of our executive officers, their ages as of March 31,
20182021 and
certain other information about them are set forth below:
Name
| | Age
| | Position
| | | | | | | | | | |
Name | | Age | | Position |
| Joseph K. Belanoff, M.D. | | 60
63 | | Chief Executive Officer, President and Director |
Robert S. Fishman
Andreas Grauer, M.D. | | 56
60 | | Chief Medical Officer |
G. Charles Robb
Hazel Hunt, Ph.D. | | 55
61 | | Chief Scientific Officer |
| Joseph D. Lyon | | 43 | | Chief Accounting Officer |
| Sean Maduck | | 44 | | Chief Commercial Officer |
| Atabak Mokari | | 44 | | Chief Financial Officer and SecretaryTreasurer |
Sean Maduck
Charles Robb | | 41
58 | | Senior Vice President, Commercial
Chief Business Officer and Secretary |
Joseph K. Belanoff, M.D.Biographical information regarding Dr. Belanoff is set forth under “Nominees to Board of Directors.”Robert S. Fishman,
Andreas Grauer, M.D.has served as our Chief Medical Officer since September 2015. From 2012March 2019. Prior to 2015,joining Corcept, Dr. Fishman servedGrauer spent ten years at Amgen in a variety of leadership roles, most recently as Vice President of Global Development, where he led or oversaw programs in therapeutic areas including bone, nephrology, and inflammation throughout all phases of development. Dr. Grauer also brings significant experience in regulatory filings across the world that culminated in multiple new drug application and biologic license application approvals. Before Amgen, he held senior executive positions at Procter & Gamble Pharmaceuticals. Dr. Grauer holds an M.D. from the University of Heidelberg Medical School, where he graduated magna cum laude. He is Board Certified in both internal medicine and endocrinology in Germany.
Hazel Hunt, Ph.D. was named our Chief Scientific Officer in July 2020. Prior to that she was our Senior Vice President, Research. Dr. Hunt joined Corcept in 2011, bringing with her more than 23 years of Clinicalexperience in the pharmaceutical and biotechnology industries. From 2002 to 2011, Dr. Hunt was Director of Chemistry and Operations at Argenta, where she worked closely with Corcept and played an integral role in the discovery of Corcept’s portfolio of next-generation selective GR antagonists. From 1994 to 2002, she worked for Celltech, initially as a Group Leader in Medicinal Chemistry and ultimately as Section Leader, Project Chemistry. From 1992 to 1994, she served as a Research Fellow at The Centre for Drug Design and Development. Before that Dr Hunt worked at Glaxo Group Research as a Senior Chemist in Medicinal Chemistry. Dr Hunt received a first-class honors degree in chemistry from the Australian National University and a PhD in synthetic organic chemistry from the University of Southampton, UK. She also carried out postdoctoral work at Oxford University and the University of California at Irvine.
Joseph Douglas Lyon was named our Chief Accounting Officer in July 2020. Prior to that he was Corcept’s Vice President, Corporate Controller. Mr. Lyon joined the Company as Director of Finance and Accounting in July 2012. Mr. Lyon held the positions of Worldwide Corporate Controller & General Manager at Zinfi Technologies, Inc. from July 2011 to June 2012 and Director-Operations Business Development at InterMune,Connor Group from January 2009 to June 2011. Prior to that, Mr. Lyon was an auditor of Ernst & Young, Inc. from July 2004 to June 2006.
Sean Maduck was named our Chief Commercial Officer in 2020. Prior to that he was Corcept’s Senior Vice President, Commercial. Before that, he was the company’s Vice President, Sales & Marketing. Mr. Maduck joined Corcept in 2012, bringing to the company 12 years of pharmaceutical, biotechnology and management experience. From 2002 to 2012, he held positions in the Finance, Portfolio Planning, and Commercial functions at Genentech. Prior to Genentech, he was an investment banking analyst at W.R. Hambrecht + Company. He currently serves on the Board of Directors of the Cancer Support Community – San Francisco Bay Area. Mr. Maduck earned an AB from Dartmouth College, a BE in Biomedical Engineering from the Thayer School of Engineering at Dartmouth College, and a Masters in Management from the Stanford Graduate School of Business.
Atabak Mokari was appointed as our Chief Financial Officer in March 2021. Mr. Mokari has nearly 20 years of experience in life sciences and healthcare finance. From December 2018 to November 2020, Mr. Mokari was Chief Financial Officer at Bellicum Pharmaceuticals, Inc., a biopharmaceutical company. Mr. Mokari served as Chief Financial Officer and Vice President Corporate Development from July 2016 to December 2018 at medical device manufacturer IRIDEX Corporation. Mr. Mokari was a director in Wells Fargo Securities LLC’s healthcare investment banking group from September 2013 to July 2016, worked in UBS’s healthcare investment banking group from September 2009 to August 2013 and in Credit Suisse’s healthcare investment banking group from July 2005 to March 2009. Prior to his tenure at InterMune, Dr. Fishman served as Vice President of Clinical Development at Alexza Pharmaceuticals, a biopharmaceutical company, from 2007 to 2012. Before that, he held positions of increasing responsibility at Heartport, Aerogen and Anthera Pharmaceuticals. Dr. Fishman trained in internal medicine at Deaconess Hospital, Boston, completed a fellowship in pulmonary and critical care medicine at Massachusetts General Hospital and began his career asMr. Mokari was a member of the Stanford pulmonary medicine faculty. Hebusiness development team at Forest Laboratories, a pharmaceutical company, and an analyst at the private equity firm Olympus Partners and the investment banking firm Bowles Hollowell Conner & Co. Mr. Mokari earned an A.B.MBA from The Tuck School of Business at Dartmouth and a B.S. in Chemistry and Biology from Harvard and an M.D. from Stanford University School of Medicine.Duke University.G.
Charles Robb has servedbecame Corcept’s Chief Business Officer in March 2021 after serving more than nine years as ourthe company’s Chief Financial Officer since September 2011Officer. Mr. Robb has more than 30 years' experience in executive management, operations and as our Secretary since January 2014.finance. From April 2005 tothrough August 2011, Mr. Robb served as the Senior Vice President of Operations, Administration and Finance of Fitness Anywhere, Inc., a private fitness equipment and training company with operations in the United States, Europe, and Asia. From 2003 to 2005, Mr. Robb was engaged in the private practice of law. From 2000 to 2002, he was Senior Vice President of Citadon, Inc. He also held positions in business development for Nomura Asset Capital Corporation from 1998 to 1999 and in sales and marketing for Legal Research Network, Inc., from 1996 to 1998. From 1992 to 1996, Mr. Robb practiced law at Howard, Rice, Nemerovski, Canady, Falk & Rabkin. Mr. Robb earned a B.A.BA in English and Political Philosophy from Yale and a J.D.JD from Harvard Law School.Sean Maduck has served as our Senior Vice President, Commercial since April 2016. Prior to that, he served as our Vice President, Sales & Marketing. Mr. Maduck joined Corcept in 2012, bringing to the company 12 years of pharmaceutical, biotechnology and management experience. From 2002 to 2012, he held positions in the Finance, Portfolio Planning, and Commercial functions at Genentech. Prior to Genentech,School, where he was an investment banking analyst at W.R Hambrecht + Company. He currently serves on the Board of Directorsa member of the Cancer Support Community – San Francisco Bay Area. Mr. Maduck earned an A.B. from Dartmouth College, a B.E. in Biomedical Engineering from the Thayer School of Engineering at Dartmouth College, and a Masters in Management from the Stanford Graduate School of Business.Harvard Law Review.
9
SECURITY OWNERSHIP OF CERTAIN
BENEFICIALBENEFICIAL OWNERS AND MANAGEMENTThe following table sets forth information regarding ownership of our common stock as of March 31,
20182021 (or earlier
date with respect to information regarding former employees or that is based on filings with the SEC) by (a) each person known to us to own more than
5%5 percent of the outstanding shares of our common stock, (b) our directors, (c) our Chief Executive Officer and each other named executive officer named in the compensation tables appearing later in this
Proxy Statementproxy statement and (d) all directors and
named executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information we believe to be reliable. Percentage of ownership is based on
115,195,983116,476,709 shares of common stock outstanding as of March 31,
2018.2021. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the shares. Shares of common stock subject to outstanding options and warrants exercisable within 60 days of March 31,
20182021 are deemed outstanding for computing the percentage of ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person.
Name of Beneficial Owner (1) | | Number of Shares Beneficially Owned (2) | | | Percentage of Shares Beneficially Owned | |
5% Stockholders | | | | | | | | |
BlackRock, Inc. (3) | | | 13,049,133 | | | 11.3% | |
Federated Investors, Inc. and affiliated entities (4) | | | 12,624,012 | | | 11.0% | |
Vanguard Group Inc. (5) | | | 9,370,179 | | | 8.1% | |
Ingalls & Snyder, LLC and affiliated entities (6) | | | 7,217,724 | | | 6.3% | |
Consonance Capital Management LP and affiliated entities (7) | | | 5,779,506 | | | 5.0% | |
Directors and Named Executive Officers | | | | | | | | |
Joseph K. Belanoff (8) | | | 5,940,757 | | | 5.0% | |
G. Leonard Baker, Jr. (9) | | | 4,645,527 | | | 4.0% | |
James N. Wilson (10) | | | 3,566,059 | | | 3.1% | |
David L. Mahoney (11) | | | 1,429,888 | | | 1.2% | |
G. Charles Robb (12) | | | 1,192,812 | | | 1.0% | |
Sean Maduck (13) | | | 756,899 | | | * | |
Daniel M. Bradbury (14) | | | 375,575 | | | * | |
Robert S. Fishman (15) | | | 348,208 | | | * | |
Daniel N. Swisher, Jr. (16) | | | 131,041 | | | * | |
Reneé D. Galá (17) | | | 73,541 | | | * | |
All directors and named executive officers as a group (10 persons) (18) | | | 18,460,307 | | | 15.0% | |
| | | | | | | | | | | | | | |
| Name of Beneficial Owner (1) | | Number of
Shares
Beneficially
Owned (2) | | Percentage of
Shares
Beneficially
Owned |
| 5 percent Stockholders | | | | |
| BlackRock, Inc. (3) | | 15,546,524 | | | 13.3% |
| Vanguard Group Inc. (4) | | 11,996,149 | | | 10.3% |
| Renaissance Technologies (5) | | 9,341,496 | | | 8.0% |
| Ingalls & Snyder, LLC and affiliated entities (6) | | 7,583,772 | | | 6.5% |
| Directors and Named Executive Officers | | | | |
| Joseph K. Belanoff, M.D. (7) | | 6,008,750 | | | 5.0% |
| G. Leonard Baker, Jr. (8) | | 5,450,196 | | | 4.7% |
| James N. Wilson (9) | | 3,124,429 | | | 2.7% |
| Sean Maduck (10) | | 1,511,593 | | | 1.3% |
| David L. Mahoney (11) | | 1,498,782 | | | 1.3% |
| Charles Robb (12) | | 1,387,281 | | | 1.2% |
| Hazel Hunt, Ph.D. (13) | | 1,108,558 | | | * |
| Andreas Grauer, M.D. (14) | | 289,583 | | | * |
| Daniel N. Swisher, Jr. (15) | | 210,000 | | | * |
| Kimberly Park (16) | | 55,000 | | | * |
| Gregg Alton (17) | | 47,500 | | | * |
| Gillian M. Cannon, Ph.D. | | — | | | * |
| Atabak Mokari | | — | | | * |
| All directors and executive officers as a group (14 persons) (18) | | 20,833,859 | | | 16.5% |
*
| | | | | |
| * | Less than 1%1 percent of our outstanding common stock. |
(1) | Unless otherwise indicated, the address of each of the named individuals is c/o Corcept Therapeutics, 149 Commonwealth Drive, Menlo Park, California 94025. |
(2) | Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which a person has the right to acquire ownership within 60 days after March 31, 2018.2021. Except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown. |
(3) | Consists of 13,049,133 shares held by BlackRock, Inc., or BlackRock. Information regarding the holdings of Blackrock, Inc., or Blackrock, is based on information obtained from Amendment No. 25 to Schedule 13G filed by Blackrock with respect to its holdings as of JanuaryDecember 31, 2018.2020. The address for BlackRock is 55 East 52nd52nd Street, New York, NY 10055.
|
(4) | Consists of shares beneficially held by registered investment companies and separate accounts advised by subsidiaries of Federated Investors, Inc., or Federated, that have been delegated the power to direct investments and power to vote the securities by the registered investment companies’ board of trustees or directors and by the separate accounts’ principals. The foregoing beneficial ownership information is based on information obtained from Amendment No. 9 to Schedule 13G filed by Federated Investors, Inc. with respect to its holdings as of December 31, 2017. Federated is the parent holding company of Federated Equity Management Company of Pennsylvania and Federated Global Investment Management Corp., collectively referred to herein as the Investment Advisers, which act as investment advisers to
|
10
| registered investment companies and separate accounts that own shares of our common stock. The Investment Advisers are wholly owned subsidiaries of FII Holdings, Inc., which is wholly owned subsidiary of Federated. All of Federated’s outstanding voting stock is held in the Voting Shares Irrevocable Trust, or the Trust, for which John F. Donahue, Rhodora J. Donahue and J. Christopher Donahue act as trustees, collectively referred to herein as the Trustees. The Trustees exercise collective voting control over Federated. Each of Federated, the Trust and the Trustees disclaims beneficial ownership of all holdings reflected herein, except to the extent of his individual pecuniary interest therein. Federated’s address is Federated Investors Tower, 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3779.
|
(5)
| Consists of 9,370,179 shares held by Vanguard Group Inc, or Vanguard. Information regarding the holdings of Vanguard Group Inc., or Vanguard, is based on information obtained from Amendment No. 03 to Schedule 13G filed by Vanguard with respect to its holdings as of December 31, 2017.2020. The address for Vanguard is PO Box 2600, V26, Valley Forge, PA 19482.
100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
| (5) | Information regarding the holdings of Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, or Renaissance Technologies, is based on information obtained from Amendment No. 1 to Schedule 13G filed by Renaissance Technologies with respect to its holdings as of December 31, 2020. The address for Renaissance Technologies is 800 Third Avenue, New York, New York 10022. |
(6)
| | | | | |
| (6) | Consists of shares held by Ingalls & Snyder LLC, or Ingalls, for the benefit of Ingalls & Snyder Value Partners, L.P., or ISVP, or other investment advisory clients. Information regarding the holdings of Ingalls and ISVP is based on information obtained from Amendment No. 912 to Schedule 13G filed by Ingalls with respect to its holdings as of December 31, 2017.2020. ISVP is an investment partnership managed under an investment advisory contract by Ingalls, a registered broker dealer and a registered investment advisor. Ingalls holds investment authority but not voting authority over shares held by its investment advisory clients. Mr. Thomas O. Boucher, Jr., a Managing Director of Ingalls, and Mr. Robert L. Gipson and Adam Janovic, Senior Directors of Ingalls, are the general partners of ISVP and share investment and voting power over the shares held by ISVP. Each of these individuals disclaims beneficial ownership of all such shares, except to the extent of his individual pecuniary interest therein. The address for Ingalls is 1325 Avenue of the Americas, New York, NY 10019. |
(7) | Consists of an aggregate of 5,779,506 shares held by Consonance Capital Management LP, or the Adviser, Consonance Capital Opportunity Fund Management LP, or Consonance Opportunity, Mitchell Blutt and Consonance Capman GP LLC, or Capman. Information regarding the holdings of these parties is based on information obtained from a Schedule 13G filed by them with respect to their holdings as of December 31, 2017. Consonance Capital Master Account LP, or Consonance Master, directly holds 5,779,506 shares of our common stock (the “Master Account Shares”). The Adviser, is the investment adviser of Consonance Master, and pursuant to an investment advisory agreement, the Adviser exercises voting and investment power over the Master Account Shares held by Consonance Master. Capman is the general partner of the Adviser and Mitchell Blutt, as the Manager & Member of Capman and Chief Executive Officer of the Adviser, may be deemed to control Capman and the Adviser. Each of the Adviser, Capman and Mr. Blutt may be deeded to beneficially own the Master Account Shares. A managed account managed by Consonance Opportunity directly holds 101,262 shares of our common stock (the “Managed Account Shares”). Capman is the general partner of Consonance Opportunity and Mitchell Blutt, as the Manager & Member of Capman, may be deemed to control Capman and Consonance Opportunity. Each of Consonance Opportunity, Capman and Mr. Blutt may be deemed to beneficially own the Managed Account Shares. The address for these parties is 1370 Avenue of the Americas, Floor 33, New York, NY 10019.
|
(8)
| Includes (a) 3,476,5623,190,624 shares that may be acquired by Dr. Belanoff within 60 days of March 31, 20182021 pursuant to options and (b) 300,000 shares held as custodian for Julia E. Belanoff under the California Uniform Transfers to Minors Act over which Dr. Belanoff has voting control. options. |
(9)
(8) | Includes (a) 207 shares held in Mr. Baker’s name, (b) 955,055 shares held in The Baker Revocable Trust of which Mr. Baker is a trustee, (c) 776,631996,631 shares held by a Roth IRA for the benefit of Mr. Baker, (d) 2,613,6343,208,303 shares held by Saunders Holdings, L.P. of which Mr. Baker is a trustee of a trust which is the general partner and (e) 300,000290,000 shares that may be acquired by Mr. Baker within 60 days of March 31, 2018. 2021 pursuant to options. |
(10)
(9) | Includes (a) 1,293,1251,170,000 shares that may be acquired by Mr. Wilson within 60 days of March 31, 20182021 pursuant to options, (b) 1,371,8671,053,362 shares held by the James N. Wilson and Pamela D. Wilson Trust and (c) 901,067 shares held by James and Pamela Wilson Family Partners. Mr. Wilson has voting power over the shares held by the James N. Wilson and Pamela D. Wilson Trust and James and Pamela Wilson Family Partners pursuant to voting agreements. Mr. Wilson disclaims beneficial ownership of all of such shares, except to the extent of his pecuniary interest therein. |
(11)
(10) | Includes (a) 1,119,88850,024 shares held in Mr. Maduck’s name and (b) 1,461,569 shares that may be acquired by Mr. Maduck within 60 days of March 31, 2021 pursuant to options. |
| (11) | Includes (a) 1,169,888 shares held by the David L. Mahoney and Winnifred C. Ellis 1998 Family Trust, (b) 38,894 shares held in Mr. Mahoney’s name and (b) 310,000(c) 290,000 shares that may be acquired by Mr. Mahoney within 60 days of March 31, 20182021 pursuant to options. Mr. Mahoney is a member of our Board. |
(12) | Includes (a) 6,85883,186 shares held in Mr. Robb’s name, (b) 1,181,2501,288,564 shares that may be acquired by Mr. Robb within 60 days of March 31, 20182021 pursuant to options and (c) 4,70415,531 shares held as custodian for his children under the California Uniform Transfers to Minors Act over which Mr. Robb has voting control. |
(13) | Includes (a) 30,02418,795 shares held in Mr. Maduck’sDr. Hunt's name and (b) 726,8751,089,583 shares that may be acquired by Mr. MaduckDr. Hunt within 60 days of March 31, 20182021 pursuant to options. |
(14) | Consists of (a) 155,575 shares held in the name of BioBrit, LLC, over which Mr. Bradbury has voting and investment power, and (b) 220,000Includes 289,583 shares that may be acquired by Mr. BradburyDr. Grauer within 60 days of March 31, 20182021 pursuant to options.
|
(15) | Includes 348,208 shares that may be acquired by Mr. Fishman within 60 days of March 31, 2018 pursuant to options. |
(16)
| Includes 131,041210,000 shares that may be acquired by Mr. Swisher within 60 days of March 31, 20182021 pursuant to options.
|
(17)
(16) | Includes (a) 10,000 shares held in Ms. Galá’s name and (b) 63,54155,000 shares that may be acquired by Ms. GaláPark within 60 days of March 31, 20182021 pursuant to options. |
(18)
(17) | Includes 47,500 shares that may be acquired by Mr. Alton within 60 days of March 31, 2021 pursuant to options. |
| (18) | Total number of shares includes common stock held by directors, named executive officers and entities affiliated with directors and named executive officers. See footnotes 7 through 1617 above. |
11
CERTAIN RELATIONSHIPS
ANDAND RELATED TRANSACTIONSAs a matter of policy, all
All related party transactions between us and
any of our officers, directors or principal stockholders are reviewed and approved by our Audit Committee
as set forth in its charter, or a majority of the independent and disinterested members of our Board to ensure they are on terms no less favorable to us than could be obtained from unaffiliated third parties and have bona fide business purposes. In
2017,2020, there
were nowas one related party
transactions.transaction. In February 2020, we purchased from Dr. Belanoff, our Chief Executive Officer, President and Director, 20,338 shares of common stock at a purchase price of $13.54 per share, which was the last quoted price per share on the Nasdaq Capital Market on the date of purchase. The aggregate purchase price was $275,377. We purchased the shares in order to provide Dr. Belanoff with liquidity to satisfy tax liability arising from his net (cashless) exercise in 2019 of stock options that were about to expire. In relation to his net exercise in 2019, in February 2021, we made a one-time grossed-up payment of $10,892 to reimburse Dr. Belanoff for an additional tax liability he incurred arising from a computational error made by the Company. These transactions were approved in advance by the Audit Committee and the Board.
Severance and Change in Control Agreements. We have entered into severance and change in control agreements with our executive officers. The agreements provide that, if employment is terminated without cause or for good reason regardless of whether it is in connection with a change in control, the executive will be eligiblecontinue to receive, for 12 months, of his or her then current base salary and continued health insurance coverage for this same period. In addition, thecoverage. The agreements also provide for the full vesting of allthe terminated executive’s outstanding equity awards in the event the executive’s employment is terminatedtermination occurs, with or without cause, or for good reason within 18 months following a change in control. Director Indemnification Agreements. We have entered into indemnification agreements with our directors and executive officers. Such agreements require us, among other things, to indemnify our officers and directors for any event related to the fact that the officer and/or director is or was a director, officer, employee, consultant, agent or fiduciary of or to the Company or is or was serving at the request of the Board as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by such indemnified person in any such capacity, other than for liabilities arising from willful misconduct, of a culpable nature, and to advance theirany expenses incurred as a result of any proceedings against them asproceeding subject to which they could be indemnified.indemnification. See “Director Compensation” for a discussion of our director compensation policy.
We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive officer, our principal financial officer and our principal accounting officer, which is available at our website, www.corcept.com. We intend to disclose at www.corcept.com any amendment to, or waiver of, any provision of our Code of Ethics applicable to our directors and executive officers required to be disclosed under the rules of the SEC and the Nasdaq Stock Market.
PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING
Our Insider Trading Compliance Policy prohibits our directors, officers and employees, as well as any of our contractors with access to our sales, financial and clinical data, from engaging in any hedging transactions. Under the policy, hedging transactions include any transactions that are intended to hedge or offset any decrease in the market value of our securities held by the individual as well as certain forms of monetization transactions (including forward contracts and zero-cost collars).
DELINQUENT SECTION 16(A)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS
Under Section 16(a) of the Exchange Act and SEC rules, our directors, executive officers and beneficial owners of more than
10%ten percent of any class of our equity securities are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on our review of
copies of these reports and representations of such reporting persons, we believe that
during the year ended December 31, 2017,in 2020 such reporting persons met all applicable Section 16(a)
filing requirements.
12
EXECUTIVE
COMPENSATIONCOMPENSATION
Compensation Discussion and Analysis
Our goal is to
ensure that we offer
competitive compensation that
is competitive, rewards good performance in
both the short- and
long--term and is appropriate for Corcept. Directlong-term. We pay direct compensation
consistsconsisting of
base salary,
periodic cash bonuses for the achievement of significant corporate goals and long-term equity incentive awards. The Compensation Committee has primary responsibility for the design and administration of our executive compensation program.
This section discusses the principles underlying our policies with respect to the compensation of the named executive officers included in the “Summary Compensation Table” and the factors that determined thetheir compensation decisions we made in 2017.2020. Our named executive officers for 20172020 were Joseph K. Belanoff, M.D., Chief Executive Officer and President; G. Charles Robb, Chief Business Officer and Secretary (serving in 2020 as our Chief Financial Officer); Andreas Grauer, M.D., Chief Medical Officer; Sean Maduck, Chief Commercial Officer; and Hazel Hunt, Ph.D., Chief Scientific Officer.
On July 1, 2020, our Board promoted Mr. Maduck to Chief Commercial Officer and Dr. Hunt to Chief Scientific Officer, in which capacity she was named as an executive officer of the Company.
On March 1, 2021, our Board appointed Atabak Mokari as our Chief Financial Officer and Secretary; Sean Maduck, Senior Vice President, Commercial;Mr. Robb as our Chief Business Officer.
Executive Summary
In 2020, we achieved significant clinical, commercial and
Robert S. Fishman, Chief Medical Officer.Mr. Maduck was appointed as an executive officer by our board of directors on February 7, 2018.
Executive Summary
During 2017, we had significant development, operational and commercial accomplishments:
| •
| Increased revenue from the sale of Korlym® for the treatment of patients with hypercortisolism from $81.3 million in 2016 to $159.2 million in 2017, an increase of 96 percent.
|
financial goals:Increased our cash and investments balance by 101.8% to $104.0 million by December 31, 2017.
•Advanced the Phase 2 trialclinical development of our next-generationproprietary selective cortisol modulator, relacorilant, to treat patients with hypercortisolism and began preparations for its Phase 3 trial in the U.S. and Europe.
| •
| Generated encouraging data in our Phase 1/2 trial of relacorilant in combination with nab-paclitaxel (Celgene Corporation’s drug, Abraxane®) to treat patients with a variety of solid tumors and began studying the combination’s possible efficacy in patients with metastatic pancreatic cancer.
|
Advanced the pre-clinical development of other compounds from our proprietary series of selective cortisol modulators.
Began the Phase 1 trial of CORT118335, our proprietary cortisol modulator which has shown promise as a potential treatment for patients with anti-psychotic inducedCushing’s syndrome and for patients with Cushing's syndrome of adrenal origin.
•Advanced the clinical development of our product candidates to treat patients with metastatic pancreatic cancer; advanced, high-grade ovarian tumors; castration resistant prostate cancer; advanced adrenocortical cancer with cortisol excess; antipsychotic-induced weight gain and non-alcoholic steatohepatitis. We also laid the groundwork for further expansion by advancing promising compounds from our portfolio of selective cortisol modulators towards the clinic.
•Increased revenue from $306.5 million in 2019 to $353.9 million in 2020.
•Increased our cash and investments by 51.2 percent, to $476.9 million.
•Continued to assert successfully our patents directed to the use of Korlym® to treat patients with Cushing’s syndrome.
Executive Compensation
20172020 Program Overview
Based on our compensation principles and in light of
bothstrong performance by the company and
individual performance,its named executive officers and employees, the Compensation Committee
and the Board took the following actions with respect to the compensation
forof our named executive officers for
2017:2020:
Base Salary.Effective MarchFebruary 1, 2017,2020, the Compensation Committee recommended, and the Board approved, 5.5a nine percent increase to the annual base salary of Dr. Belanoff and four percent increases to the annual base salaries of Dr. Belanoff, Mr. Robb, Mr. Maduck, Dr. Grauer and Mr. Fishman.Dr. Hunt. On July 1, 2020, Dr. Hunt’s base salary was increased by eight percent in connection with her appointment as an executive officer. Bonuses. In accordance with our practice of awarding cash bonuses to named executive officers for the achievement of significant corporate goals, in February 2018,2021, we paid bonuses to all employees of the company, including Drs. Belanoff and Fishman and Messrs. Robb and Maduck,our named executive officers, in recognition of theirthe accomplishments described above.13
Equity Awards. In February 2017,2020, the Compensation Committee recommended, and the Board approved, grantsthe grant of options to each of our named executive officers. In July 2020, Dr. Hunt and Mr. Maduck were granted additional options in connection with their appointments as Chief Scientific and Chief Commercial Officers, respectively. These option awards vest monthly over a four-year period, subject to the named executive officer’srecipient’s continued employment through each applicable vesting date. These awards were given to our named executive officers as an incentive toward their continued service to Corcept, and their work toward achieving our long-term goals.employment. Strong Stockholder Support for our Compensation Decisions
At
Stockholders controlling ninety-three percent of the shares voted at our 2020 annual stockholder meeting in 2017, of those stockholders that voted, 95 percent voted to approve the 20162019 compensation of our named executive officers and 58officers. Fifty-eight percent of the shares voted in favor ofat our 2017 annual meeting voted to
approve our practice of submitting the compensation of
our named executive officers to a non-binding stockholder vote once every three years. In light of this support, the Compensation Committee did not change the design of our compensation programs during
2017. 2020. The Compensation Committee will continueCommittee’s objective continues to work to ensure thatbe aligning management’s and our shareholders’ interests are aligned with our stockholders’ interests to supportin long-term value creation. Taking into account the stockholder vote in favor of having a non-binding stockholder vote on executive compensation once every three years, weWe plan to hold our next advisory vote to approve our named executive officers’officer compensation at our 20202023 annual stockholder meeting.meeting, pursuant to Item 402 of Regulation S-K.
Compensation Principles and Objectives
Our compensation program is meant to attract, motivate and retain
highly qualifiedhighly-qualified executive officers by paying them competitively
consistent withand in a manner that reflects our
successperformance and their contributions to it.
We setEach year the Board sets goals designed to link each named executive officer’s compensation to
our corporate performance, such assignificant increases in Corcept’s long-term value. These goals reference the attainment of
significant research, development, commercial
operational and financial
targets.objectives, which the Board evaluates at the end of each year. Because
pharmaceutical productdrug development can take many years,
athe largest portion of our
named executives’ compensation
is determined byconsists 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
the its members’
knowledgemany years' experience with and understanding of the most effective practices in the biotechnology and specialty pharmaceutical
industries.industry.
These are the Compensation Committee’s objectives:
•Align executive and stockholder interests in both the short and long term by providing equity awards and bonuses that are tied to company and individual performance;
Make sure•Design competitive compensation is competitive by relying on the Compensation Committee members’ deep expertise and many years’ experience with companies both inside and outside the pharmaceutical industry,programs recognizing that because of ourCorcept’s business model, there may be few directly comparable companies; and
Recognize•Take advantage of the fact that optimum compensation practices for a company withcompanies such as Corcept, which has relatively few employees may be substantially different than thosecompared to its revenue and the scope of its development programs, and implement compensation programs that the companies with whom we compete for a larger, more mature company.
talent have difficulty matching.To realize its objectives, the Compensation Committee has offered our executives stock option grants that reward significant, sustained increases in our stock market value and discretionary bonuses based on the achievement of important corporate goals.
The
Compensation Committee reviews our performance-based compensation offerings at least annually.The Chairman of the Board and the members of the Compensation Committee are seasoned executives of, consultants to, or venture capitalists with investmentsinvestors in the biotechnology and specialty pharmaceutical industry. Collectively theythe 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 NuGen, Jazz Pharmaceuticals, Aimune Therapeutics,Enochian Biosciences, Symantec, Sunesis Pharmaceuticals, Adamas Pharmaceuticals Intercept Pharmaceuticals, Geron Corporation and Cerus Corporation. As a result, of this extensive involvement in the compensation of executives in these and other companies, 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.
14
Determination of Compensation
The Compensation Committee reviews the performance of our named executive officers annually. To aid the Compensation Committee in its deliberations, our Chief Executive Officer
reviewsevaluates the performance of all executives other than himself and makes compensation
recommendations regarding them.recommendations. The Compensation Committee bases its
reviewdecisions on the Chief Executive Officer’s input,
the input of other Board members and
on its
own evaluation of the achievements of Corcept and of each
executive during the period.executive. The Compensation Committee then
setsrecommends salaries, performance bonuses and grants of stock options, taking into account its members’ understanding of compensation practices in the biotechnology and pharmaceutical industry and the members’ experiences as executives, consultants, board and compensation committee members, and
investors in such companies.investors.
Tax Considerations
In making its compensation determinations, our
The Compensation Committee considers the impact of Section 162(m) of the Internal Revenue Code of 1986, as amended, which limits the tax deductibility
by us of annual compensation in excess of $1,000,000 paid to
ourindividuals who have ever served as named executive
officers.While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluatedofficers, in light of the Compensation Committee’sour overall compensation philosophy and objectives. The Compensation Committee considers ways to maximize the deductibility of executive compensation, while retaining the flexibility to compensate officers in a manner commensurate with their performance and the competitive market for executive talent. The Compensation Committee may award compensation to our named executive officers that may not be fully deductible by Corcept if it determines that such compensation is in our stockholders’ best interests and is consistent with our compensation principles.
interests.
Elements of Executive Compensation
The Compensation Committee determines
our executives’or recommends executive salaries based on its members’ many years of assessing
competitive market rates and the salaries required to attract, motivate and retain talented executives. 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 our
company’s commercial and clinical performance. The Compensation Committee applies similar scrutiny to the salaries of our other officers, with input from the Chief Executive
Officer. No formulaicOfficer and other Board members. Base salary increases are
provided to our named executive officers. Thenot determined formulaically. Based on the Compensation Committee’s assessment of market trends, the Compensation Committee
increasedrecommended and the Board approved a nine percent increase to the annual base salary
of Dr. Belanoff effective February 1, 2020, resulting in a 2020 annual base salary of $775,000. The Compensation Committee recommended and the Board approved four percent increases to the annual base salaries of Mr. Robb, Mr. Maduck, Dr. Grauer and Dr. Hunt effective February 1, 2020, resulting in 2020 annual base salaries of $475,905 for
Drs. Belanoffeach of Mr. Robb, Mr. Maduck and
FishmanDr. Grauer, and
Messrs. Robb and Maduck each by 5.5 percent, effective March 1, 2017,$416,416 for Dr. Hunt. Dr. Hunt’s annual base salary increased to
reflect its assessment of market trends for cost of living increases.$450,000 in connection with her appointment as Chief Scientific Officer in July 2020.
Performance-Based Compensation
Cash Bonus.We pay discretionary bonuses annually based on the Compensation Committee’s assessment of our company’s and each named executive officer’s contribution to the achievement of significant corporate goals. The Compensation Committee believes that the best way to ensure that our executives’ compensation is aligned with our business objectivesgoals and the interestscontribution to such achievements of our stockholders is to retaineach named executive officer. We also maintain the discretion to pay bonuses when significant goals are met,– such as the successful completion of a clinical trial, approval of a new product, a significant increase in revenue or profitability, or substantial advances to our research and development programs, and buildingimprovements in our management or operational capabilities – are met.
Annual bonuses for our named executive officers are targeted at a percentage of their base salaries, with actual payouts determined in the discretion of the Compensation Committee based on its evaluation of company and
operational capabilities. The achievementindividual performance. Target bonuses are set based on the Compensation Committee’s assessment of
these typesmarket trends and performance. For 2020, our named executive officers’ target annual bonuses were as follows: Dr. Belanoff: 80% of
milestones does not necessarily correspond with annual performance periods. Performance-based cash compensation has been awarded in recent years primarily to recognize the accomplishmentbase salary; Mr. Robb, Mr. Maduck, Dr. Grauer and Dr. Hunt: 45% of
such value-enhancing goals, substantial revenue growth and achievement of important pre-clinical and clinical goals.15
base salary.
In February
2018,2021, the Compensation Committee evaluated the performance of our company and each of our named executive officers with respect to our short- and long-term
goals. The Compensation Committee reviewedgoals and identified the accomplishments set forth in the Executive Summary
above, includingabove. These include: (i) enrolling patients in the Phase 3 trial of relacorilant in patients with Cushing’s syndrome; (ii) initiating and enrolling patients in a Phase 3 trial of relacorilant in patients whose Cushing’s syndrome is caused by adrenal adenomas; (iii) initiating and enrolling a Phase 2 trial of miricorilant in patients with long-standing antipsychotic-induced weight gain; (iv) enrolling patients in a Phase 2 trial of miricorilant in patients with recent antipsychotic-induced weight gain; (v) completing enrollment of a Phase 2 trial of relacorilant, in combination with nab-paclitaxel, in patients with advanced ovarian cancer; (vi) initiating and enrolling a Phase 3 trial of relacorilant, in combination with nab-paclitaxel, in patients with metastatic pancreatic cancer; (vii) enrolling a Phase 1b trial of exicorilant, in combination with enzalutamide, in patients with castration-resistant prostate cancer; (viii) significant growth in our revenue,
cash and
cash balance,investments; and (ix) successfully developing, defending and asserting our intellectual property. In light of the
advancement of relacorilant to treat patients with hypercortisolism and solid tumors,COVID pandemic's impact on the
start of clinical trials of CORT125281 to treat patients with CRPC and CORT118335 to treat patients with serious metabolic disorders.business and the
pre-clinical development of additional selective cortisol modulators. Theteam’s individual contributions despite these challenges, the Compensation Committee
recommended, and the Board approved,
the payment of bonuses to all employees of the company, including our named executive officers with the achievement and bonus
paymentsamounts set forth in the
following amounts: Dr. Belanoff: $702,000; Mr. Maduck: $320,000; Mr. Robb: $320,000; and Dr. Fishman: $171,672.table below.
| | | | | | | | | | | | | | |
| Executive | | Target Bonus Achievement
(%) | | Bonus Amount
($) |
| Joseph K. Belanoff, M.D. | | 120 | | 744,000 |
| Andreas Grauer, M.D. | | 100 | | 214,157 |
| Hazel Hunt, Ph.D. | | 120 | | 243,000 |
| Sean Maduck | | 100 | | 214,157 |
| Charles Robb | | 150 | | 321,236 |
Long-Term Equity Incentive Program. All of our employees, including ourOur named executive officers are eligible to receive grants of stock options under our 2012 Incentive Award Plan. We believe that equity ownership isincentives are necessary to link executive compensation to the performance of our stock and our sustained growth. We have used stock options as our long-term performance-based equity incentive vehicle because the Compensation Committee believes that stock optionswe believe they maximize an executive’sthe incentive to increase stockholder value, since there is no financial gain to an executive officer unless our stock price appreciates.
The Compensation Committee
or the Board typically
grantsgrant stock options
uponwhen a named executive officer
joining our companyjoins Corcept and
once per yearthen annually in connection with its
determinationevaluation of the named executive officer’s potential future performance. The Compensation Committee
or the Board also typically
grantsgrant stock options following a significant change in job responsibility or in recognition of a significant achievement. The Compensation Committee determines the number of shares underlying each stock option grant based on a number of factors, including the
scope of the named executive officer’s
salary, such executive officer’sresponsibilities and anticipated contributions to
the achievement of our
financial and strategic objectives,goals, the value of the stock option at the time of grant
the possible value of the option if we achieve our objectives, and the Compensation Committee’s
or the Board’s understanding of industry practices and
norms.norms and other competitive factors. The relative weight given to each of these
factorsconsiderations is at the Compensation Committee’s discretion. There is no set formula.
To
maximize the incentive forincentivize continued employment, stock options granted to our named executive officers generally
have a four-year vesting schedule, measured from the date of grant.vest over four years. We have occasionally granted stock options that vest based on the attainment of performance goals. Stock option awards generally expire ten years from the date of the grant, which allows the executive to focus on the creation and sustainment of long-term stockholder value and to have a reasonable opportunity to benefit from price appreciation in our shares. The exercise price
of such stock options is
100% of theset at our common stock’s fair market value
of our stock on the date of grant.
In February
2017,2020, the Compensation Committee recommended, and the Board approved,
grants of options to our named executive officers to purchase shares of our common stock: 550,000 shares to Dr. Belanoff; 400,000 shares to Mr. Maduck; 200,000 shares to Mr. Robb; and 100,000 shares to Dr. Fishman. These stockthe following option
awards vest in substantially equal monthly installments over a four-year period from the grant date, subject to the named executive officer’s continued employment through each applicable vesting date. These awards were grantedgrants to our named executive officers as an incentive toward their continued service
to the company and to further align their interests with the interests of our
stockholders.stockholders: Dr. Belanoff: 500,000 shares; Mr. Robb, 250,000 shares; Mr. Maduck, 250,000 shares; Dr. Grauer: 150,000; and Dr. Hunt: 200,000. The size of each award was based on the Compensation Committee’s
and Board’s determination of the recipient’s ability to contribute to our future success.
The awards vest in 48 equal monthly installments from the grant date, subject to the recipient’s continued employment at each monthly vesting date.
In July 2020, in connection with Mr. Maduck’s promotion to Chief Commercial Officer and Dr. Hunt’s appointment as an executive officer, the Board granted each of Mr. Maduck and Dr. Hunt the option to purchase 40,000 shares of the Company’s common stock. The awards vest in 48 equal monthly installments from the grant date, subject to the recipient’s continued employment at each monthly vesting date.
Severance and Change in Control Arrangements
We have entered into Severance and Change in Control Agreements with each of our named executive officers to encourage continued attention and dedication to duties without distraction should there arise the possibility of ana change in the control of our company and to help ensure a smooth transition should such a change in control occur. The terms of thethese agreements are identical.the same for all of the named executive officers. For a detailed description, of the Severance and Change in Control Agreements, see “Potential Payments Upon Termination or Change in Control –- Severance and Change in Control Agreements”Agreements,” below.16
Other Elements of Compensation
Our executives are eligible to receive the following retirement and insurance benefits on the same terms as our other employees. employees, as set forth below.Eligibility for all employees begins on the first day of the month coinciding with or immediately following the first business day of employment. These benefits help us attract and retain talented employees in a competitive employment market, where such benefits are common. Each year, we review the benefits package we offer. 401(k) Plan.We have a Section 401(k) Savings/Retirement Plan, or 401(k) Plan, to cover eligible employees of the company and any designated affiliate. The 401(k) Plan permits eligible employees to defer up to 100%100 percent of their annual compensation, subject to limitations imposed by the Internal Revenue Code. All contributions are immediately vested and non-forfeitable. We make no matching contributions Medical Insurance. At our sole cost, we provide each eligible employee, including each named executive officer, and his or her spouse and children with comprehensive health, dental and vision insurance. Life and Disability Insurance.At our sole cost, we provide each eligible employee, including each named executive officer, disability and life insurance. Other. From time to time, we provide new employees with relocation benefits in connection with their commencement of employment with us, which we believe is reasonable and necessary for recruitment. Pursuant to Dr. Grauer’s offer letter, Dr. Grauer was entitled to receive, in connection with his commencement of employment with us in March 2019: (i) reimbursement for the packing and shipping of household goods, (ii) up to six months of temporary housing; and (ii) reimbursement of up to $10,000 for approved miscellaneous relocation expenses. In 2020, our Board also approved providing a housing supplement to Dr. Grauer equal to 100 percent of his housing costs for 2020, 50 percent of his housing costs for 2021 and 25 percent of his housing costs for 2022.
Policies with Respect to Equity Compensation Awards
We
Our policy is to grant
all stock option awards
based on the fair market value as of the date of grant. We do not have a policy of granting stock option awards at other than the fair market value of our common stock. Thewith an exercise price
for each stock option grant is based onequal to the last quoted price per share on the Nasdaq Capital Market on the date of grant. We do not
have a policy and do not intend to have a policy or practice to select option grant dates for named executive officers in coordination with the release of material non-public information.
We also have an insider trading policy that prohibits our named executive officers and Board members from engaging in short-term or speculativecertain transactions in our stock, including short sales.sales, and in derivative securities related to our stock. For a detailed description, see
“Prohibition of Employee, Officer and Director Hedging,” above. 2020 Summary Compensation Table
The following table provides compensation information for the years ended December 31,
2017, 20162020, 2019 and
20152018 for each of our named executive officers.
Name and Principal Position | | Year | | Salary ($) | | | Bonus(1) ($) | | Option Awards(2) ($) | | | All Other Compensation ($) | | | Total ($) |
Joseph K. Belanoff, M.D., | | 2017 | | | 647,333 | | | 702,000 | | 2,922,119 | | | | — | | | 4,271,452 |
Chief Executive Officer and | | 2016 | | 615,000 | | | 444,960 | | 1,382,390 | | | | — | | | 2,442,350 |
President | | 2015 | | | 597,670 | | | 400,000 | | | 1,255,685 | | | | — | | | 2,253,355 |
G. Charles Robb, | | 2017 | | | 397,929 | | | 320,000 | | 1,062,589 | | | | — | | | 1,780,518 |
Chief Financial Officer and | | 2016 | | | 374,685 | | | 150,000 | | 377,015 | | | | — | | | 901,700 |
Secretary | | 2015 | | | 363,472 | | | 146,000 | | | 418,562 | | | | — | | | 928,034 |
Sean Maduck, | | 2017 | | | 397,917 | | | 320,000 | | 2,036,818 | | | | — | | | 2,754,735 |
Senior Vice President, | | | | | | | | | | | | | | | | | | |
Commercial | | | | | | | | | | | | | | | | | | |
Robert S. Fishman, M.D. | | 2017 | | | 427,107 | | | 171,672 | | 531,294 | | | | — | | | 1,130,073 |
Chief Medical Officer | | 2016 | | | 411,363 | | | 130,000 | | 234,067 | | | | — | | | 775,430 |
| | 2015 | | | 104,956 | | | 40,000 | | | 1,258,963 | | | | — | | | 1,403,919 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Base Salary
($) | | Bonus
($) (1) | | Option
Awards
($) (2) | | All Other
Compensation
($) | | Total
($) |
| Joseph K. Belanoff, M.D., | | 2020 | | 769,567 | | | 744,000 | | | 4,237,643 | | | 10,892 | | | 5,762,102 | |
| Chief Executive Officer and | | 2019 | | 707,525 | | | 745,290 | | | 3,506,155 | | | — | | | 4,958,970 | |
| President (3) | | 2018 | | 679,792 | | | 477,750 | | | 5,157,075 | | | — | | | 6,314,617 | |
| Andreas Grauer, M.D., | | 2020 | | 454,550 | | | 219,157 | | | 1,271,293 | | | 118,274 | | | 2,063,274 | |
| Chief Medical Officer (4) | | 2019 | | 362,267 | | | 243,720 | | | 3,115,335 | | | 78,245 | | | 3,799,567 | |
| Hazel Hunt, Ph.D., | | 2020 | | 431,873 | | | 243,000 | | | 2,084,640 | | | — | | | 2,759,513 | |
| Chief Scientific Officer (5) (6) | | | | | | | | | | | | |
| Sean Maduck, | | 2020 | | 474,380 | | | 214,157 | | | 2,508,404 | | | — | | | 3,196,941 | |
| Chief Commercial Officer (6) | | 2019 | | 456,133 | | | 308,881 | | | 1,476,276 | | | — | | | 2,241,290 | |
| | 2018 | | 436,667 | | | 198,000 | | | 2,171,400 | | | — | | | 2,806,067 | |
| Charles Robb, | | 2020 | | 474,380 | | | 321,236 | | | 2,118,822 | | | — | | | 2,914,438 | |
| Chief Business Officer and | | 2019 | | 456,133 | | | 308,881 | | | 1,845,345 | | | — | | | 2,610,359 | |
| Secretary (7) | | 2018 | | 436,667 | | | 237,600 | | | 2,171,400 | | | — | | | 2,845,667 | |
(1)
| Bonus amounts for 2015 and 2016 were previously reported
| | | | |
| (1) | Amounts constitute discretionary bonuses paid to each named executive officer based on the year paidour Compensation Committee’s and have been updated to reflect the year to which the bonus paid principally related.Board’s determination of corporate and individual performance. Amount for Dr. Grauer also includes a $5,000 referral bonus. |
17
(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 87 – “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, 2017. 2020. |
| (3) | In February 2021, our Board approved a one-time payment of $10,892 in an amount of tax gross-up to reimburse Dr. Belanoff for an additional tax liability he incurred arising from a computational error made by the Company in connection with his net (cashless) exercise of stock options in 2019. |
| (4) | In connection with his commencement of employment with us, Dr. Grauer is entitled to perquisites related to his relocation, which, for 2020, included (i) reimbursements of $10,000 for the movement of household goods and other relocation expenses; (ii) $67,375 reimbursed for temporary housing; and (iii) $40,899 in the amount of a tax gross-up relating to the temporary housing benefit. |
| (5) | Dr. Hunt’s base salary and bonus amounts are established in U.S. dollars as presented in the table and converted into pounds sterling on each payroll date using the exchange rate reported by Xe Currency Exchange as of the payment date. |
| (6) | Effective July 1, 2020, Mr. Maduck was promoted to our Chief Commercial Officer and Dr. Hunt was appointed as our Chief Scientific Officer. |
| (7) | For all of 2020 and until March 1, 2021, Mr. Robb served as our Chief Financial Officer and Secretary. |
Grants of Plan-Based Awards During
20172020
The following table summarizes the grants of option awards we made to the named executive officers in
2017.2020. | Name | | Grant Date | | All Other Option Awards: Number of Securities Underlying Options (2) (#) | | | Exercise Price or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Name | | Grant Date | | All Other
Option Awards:
Number of Securities
Underlying Options
(no. of shares) (1) | | Exercise Price of
Option Awards
($/share) | | Grant Date Fair Value
of Option
Awards
($) (2) |
Joseph K. Belanoff, M.D. | | 2/10/2017 | | | 550,000 | | | 8.27 | | | 2,922,119 | | Joseph K. Belanoff, M.D. | | 2/7/2020 | | 500,000 | | 13.56 | | 4,237,643 | |
G. Charles Robb | | 2/10/2017 | | | 200,000 | | | 8.27 | | | 1,062,589 | | |
| Andreas Grauer, M.D. | | Andreas Grauer, M.D. | | 2/7/2020 | | 150,000 | | 13.56 | | 1,271,293 | |
| Hazel Hunt, Ph.D. | | Hazel Hunt, Ph.D. | | 2/7/2020 | | 200,000 | | 13.56 | | 1,695,057 | |
| | | 7/13/2020 | | 40,000 | | 15.82 | | 389,583 | |
Sean Maduck | | 2/10/2017 | | | 400,000 | | | 8.27 | | | 2,036,818 | | Sean Maduck | | 2/7/2020 | | 250,000 | | 13.56 | | 2,118,822 | |
Robert S. Fishman, M.D. | | 2/10/2017 | | | 100,000 | | | 8.27 | | | 531,294 | | |
| | | 7/13/2020 | | 40,000 | | 15.82 | | 389,583 | |
| Charles Robb | | Charles Robb | | 2/7/2020 | | 250,000 | | 13.56 | | 2,118,822 | |
(1)
| | | | | |
| (1) | These stock options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the terms and conditions of the option award agreement. |
| (2) | The amount reported constitutes the grant date fair value of the option award, calculated in accordance with FASB ASC Topic 718. Refer to Part IV – Item 15(1) - Financial Statements, Notes to Financial Statements, Note 87 – “Preferred Stock and Stockholders’ Equity – Stock-Based Compensation Related to Employee and Director Options” included in Part IV – Item 15(1) - Financial Statements, Notes to Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 20172020 for the relevant assumptions used to determine the valuation of our option awards. |
(2)
| The stock options vest over a four year period at the rate of 2.08334% on each monthly anniversary of the grant date until fully vested, subject to the terms and conditions of the option award agreement.
|
18
Outstanding Equity Awards Atat Fiscal Year-End
The following table summarizes
unexercisedoutstanding options
that have not vested and related information for each of our named executive officers as of December 31,
2017.2020. To date, no stock awards have been granted to any of our named executive officers.
| | Vesting Commencement | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration |
Name | | Date (1) | | (#) | | | (#) | | | ($) | | | Date |
Joseph K. Belanoff, M.D. | | 3/26/2009 | | | 1,000,000 | | | | — | | | $ | 1.19 | | | 3/26/2019 |
| | 5/19/2011 | | | 800,000 | | | | — | | | $ | 4.42 | | | 5/19/2021 |
| | 1/30/2013 | | | 800,000 | | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 2/18/2015 | | | 318,750 | | | | 131,250 | | | $ | 3.29 | | | 2/18/2025 |
| | 2/26/2016 | | | 252,083 | | | | 297,917 | | | $ | 3.88 | | | 2/26/2026 |
| | 2/10/2017 | | | 114,583 | | | | 435,417 | | | $ | 8.27 | | | 2/10/2027 |
G. Charles Robb | | 9/1/2011 | | | 600,000 | | | | — | | | $ | 2.70 | | | 9/1/2021 |
| | 1/30/2013 | | | 200,000 | | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 11/19/2013 | | | 100,000 | | | | — | | | $ | 1.92 | | | 11/19/2023 |
| | 2/18/2015 | | | 106,250 | | | | 43,750 | | | $ | 3.29 | | | 2/18/2025 |
| | 2/26/2016 | | | 68,750 | | | | 81,250 | | | $ | 3.88 | | | 2/26/2026 |
| | 2/10/2017 | | | 41,666 | | | | 158,334 | | | $ | 8.27 | | | 2/10/2027 |
Sean Maduck | | 11/1/2012 | | | 45,000 | | | | — | | | $ | 2.24 | | | 11/1/2022 |
| | 1/30/2013 | | | 20,000 | | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 11/19/2013 | | | 25,000 | | | | — | | | $ | 1.92 | | | 11/19/2023 |
| | 2/6/2014 | | | 38,333 | | | | 1,667 | | | $ | 3.02 | | | 2/6/2024 |
| | 8/1/2014 | | | 83,333 | | | | 16,667 | | | $ | 2.61 | | | 8/1/2024 |
| | 2/18/2015 | | | 177,083 | | | | 72,917 | | | $ | 3.29 | | | 2/18/2025 |
| | 2/26/2016 | | | 68,750 | | | | 81,250 | | | $ | 3.88 | | | 2/26/2026 |
| | 5/2/2016 | | | 62,500 | | | | 87,500 | | | $ | 5.05 | | | 5/2/2026 |
| | 2/10/2017 | | | 83,333 | | | | 316,667 | | | $ | 8.27 | | | 2/10/2017 |
Robert S. Fishman, M.D. | | 9/28/2015 | | | 231,062 | | | | 185,938 | | | $ | 3.51 | | | 9/29/2025 |
| | 2/26/2016 | | | 45,833 | | | | 54,167 | | | $ | 3.88 | | | 2/26/2026 |
| | 2/10/2017 | | | 20,833 | | | | 79,167 | | | $ | 8.27 | | | 2/10/2017 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Vesting
Commencement Date (1) | | Number of
Shares
Underlying
Unexercised
Options
Exercisable
(no. of shares) | | Number of
Shares
Underlying
Unexercised
Options
Unexercisable
(no. of shares) | | Option
Exercise
Price
($/share) | | Option
Expiration Date |
| Joseph K. Belanoff, M.D. | | 5/19/2011 | | 800,000 | | | — | | | $ | 4.42 | | | 5/19/2021 |
| | 1/30/2013 | | 800,000 | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 2/18/2015 | | 450,000 | | | — | | | $ | 3.29 | | | 2/18/2025 |
| | 2/26/2016 | | 550,000 | | | — | | | $ | 3.88 | | | 2/26/2026 |
| | 2/10/2017 | | 527,083 | | | 22,917 | | | $ | 8.27 | | | 2/10/2027 |
| | 2/7/2018 | | 336,458 | | | 138,542 | | | $ | 16.52 | | | 2/7/2028 |
| | 2/8/2019 | | 217,708 | | | 257,292 | | | $ | 11.35 | | | 2/8/2029 |
| | 2/7/2020 | | 104,166 | | | 395,834 | | | $ | 13.56 | | | 2/7/2030 |
| Andreas Grauer, M.D. | | 3/18/2019 (2) | | 185,937 | | | 239,063 | | | $ | 11.29 | | | 4/1/2029 |
| | 2/7/2020 | | 31,250 | | | 118,750 | | | $ | 13.56 | | | 2/7/2030 |
| Hazel Hunt, Ph.D. | | 7/1/2011 | | 50,000 | | | — | | | $ | 2.89 | | | 8/9/2021 |
| | 2/1/2012 | | 40,000 | | | — | | | $ | 3.32 | | | 2/2/2022 |
| | 1/30/2013 | | 50,000 | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 2/6/2014 | | 100,000 | | | — | | | $ | 3.02 | | | 2/6/2024 |
| | 9/11/2014 | | 60,000 | | | — | | | $ | 2.81 | | | 9/11/2024 |
| | 2/18/2015 | | 150,000 | | | — | | | $ | 3.29 | | | 2/18/2025 |
| | 2/26/2016 | | 150,000 | | | — | | | $ | 3.88 | | | 2/26/2026 |
| | 2/10/2017 | | 191,666 | | | 8,334 | | | $ | 8.27 | | | 2/10/2027 |
| | 2/7/2018 | | 106,250 | | | 43,750 | | | $ | 16.52 | | | 2/7/2028 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/8/2019 | | 68,750 | | | 81,250 | | | $ | 11.35 | | | 2/8/2029 |
| | 2/7/2020 | | 41,666 | | | 158,334 | | | $ | 13.56 | | | 2/7/2030 |
| | 7/1/2020 | | 4,166 | | | 35,834 | | | $ | 15.82 | | | 7/13/2030 |
| Sean Maduck | | 11/1/2012 | | 25,000 | | | — | | | $ | 2.24 | | | 11/1/2022 |
| | 1/30/2013 | | 20,000 | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 10/16/2013 | | 25,000 | | | — | | | $ | 1.92 | | | 11/19/2023 |
| | 2/6/2014 | | 40,000 | | | — | | | $ | 3.02 | | | 2/6/2024 |
| | 8/1/2014 | | 55,009 | | | — | | | $ | 2.61 | | | 8/7/2024 |
| | 2/18/2015 | | 234,991 | | | — | | | $ | 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 | | 383,333 | | | 16,667 | | | $ | 8.27 | | | 2/10/2027 |
| | 2/7/2018 | | 141,666 | | | 58,334 | | | $ | 16.52 | | | 2/7/2028 |
| | 2/8/2019 | | 91,666 | | | 108,334 | | | $ | 11.35 | | | 2/8/2029 |
| | 2/7/2020 | | 52,083 | | | 197,917 | | | $ | 13.56 | | | 2/7/2030 |
| | 7/1/2020 | | 4,166 | | | 35,834 | | | $ | 15.82 | | | 7/13/2030 |
| Charles Robb | | 9/1/2011 | | 600,000 | | | — | | | $ | 2.70 | | | 9/1/2021 |
| | 1/30/2013 | | 200,000 | | | — | | | $ | 2.08 | | | 1/30/2023 |
| | 11/19/2013 | | 45,000 | | | — | | | $ | 1.92 | | | 11/19/2023 |
| | 2/18/2015 | | 150,000 | | | — | | | $ | 3.29 | | | 2/18/2025 |
| | 2/26/2016 | | 150,000 | | | — | | | $ | 3.88 | | | 2/26/2026 |
| | 2/10/2017 | | 191,666 | | | 8,334 | | | $ | 8.27 | | | 2/10/2027 |
| | 2/7/2018 | | 141,666 | | | 58,334 | | | $ | 16.52 | | | 2/7/2028 |
| | 2/8/2019 | | 114,583 | | | 135,417 | | | $ | 11.35 | | | 2/8/2029 |
| | 2/7/2020 | | 52,083 | | | 197,917 | | | $ | 13.56 | | | 2/7/2030 |
(1)
| Each
| | | | |
| (1) | Except as otherwise provided, each unvested option vests and becomes exercisable in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued servicesemployment through the monthly vesting date. |
| (2) | Option vested and became exercisable as to 25% of the underlying shares on March 19, 2020 and vests and becomes exercisable in 36 equal monthly installments thereafter, subject to the executive’s continued employment through the applicable vesting date. |
Option Exercises in
20172020
The following table includes certain information with regard to options exercised by our named executive officers
during 2017.in 2020. | | Option Exercise | | | | | | | | | | | | | | | | | |
Name | | Number of Shares Acquired On Exercise (#) | | | Value Realized on Exercise ($)(1) | | Name | | Number of Shares Acquired
On Exercise
(no. of shares) | | Value Realized on Exercise
($) (1) |
Robert S. Fishman, M.D. | | | 8,000 | | | | 105,696 | | |
| Hazel Hunt, Ph.D. (2) | | Hazel Hunt, Ph.D. (2) | | 50,000 | | 946,000 |
(1)
| | | | | |
| (1) | The value realized on the 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 shares.option. |
| (2) | The shares acquired on exercise by Dr. Hunt were issued as part of a net exercise whereby 31,225 shares were tendered us in satisfaction of the exercise price and statutory withholding requirements. |
19
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
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
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.
The agreementsThey 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.
20
The following table reflects compensation payable to each of Drs. Belanoff and Fishman and Messrs. Robb and Maduckour 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, 20172020 or (ii) a change in control of our company occurred and the named executive officer experienced a qualifying termination on December 31, 2017.2020.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | $ | 769,567 | | | $ | 769,567 | | | |
| | Accelerated Vesting of Stock Options | | — | | | 10,543,533 | | | (1) |
| | Health Insurance Benefit | | 33,373 | | | 33,373 | | | |
| | Total | | $ | 802,940 | | | $ | 11,346,473 | | | |
| Andreas Grauer, M.D. | | Base Salary | | $ | 454,550 | | | $ | 454,550 | | | |
| | Accelerated Vesting of Stock Options | | — | | | 5,051,117 | | | (1) |
| | Health Insurance Benefit | | 24,154 | | | 24,154 | | | |
| | Total | | $ | 478,704 | | | $ | 5,529,821 | | | |
| Hazel Hunt, Ph.D. | | Base Salary | | $ | 431,873 | | | $ | 431,873 | | | |
| | Accelerated Vesting of Stock Options | | — | | | 4,139,690 | | | (1) |
| | Health Insurance Benefit | | 1,859 | | | 1,859 | | | |
| | Total | | $ | 433,732 | | | $ | 4,573,422 | | | |
| Sean Maduck | | Base Salary | | $ | 474,380 | | | $ | 474,380 | | | |
| | Accelerated Vesting of Stock Options | | — | | | 5,329,217 | | | (1) |
| | Health Insurance Benefit | | 32,373 | | | 32,373 | | | |
| | Total | | $ | 506,753 | | | $ | 5,835,970 | | | |
| Charles Robb | | Base Salary | | $ | 474,380 | | | $ | 474,380 | | | |
| | Accelerated Vesting of Stock Options | | — | | | 5,210,715 | | | (1) |
| | Health Benefit | | 24,154 | | | 24,154 | | | |
| | Total | | $ | 498,534 | | | $ | 5,709,249 | | | |
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 | | $ | 647,333 | | | $ | 647,333 | | |
| | Accelerated Vesting of Stock Options | | | — | | | $ | 10,425,758 | | (1) |
| | Health Benefit | | $ | 35,407 | | | $ | 35,407 | | |
| | Total | | $ | 682,740 | | | $ | 11,108,498 | | |
G. Charles Robb | | Base Salary | | $ | 397,929 | | | $ | 397,929 | | |
| | Accelerated Vesting of Stock Options | | | — | | | $ | 3,348,402 | | (1) |
| | Health Benefit | | $ | 12,881 | | | $ | 12,881 | | |
| | Total | | $ | 410,810 | | | $ | 3,759,212 | | |
Sean Maduck | | Base Salary | | $ | 397,917 | | | $ | 397,917 | | |
| | Accelerated Vesting of Stock Options | | | — | | | $ | 6,750,231 | | (1) |
| | Health Benefit | | $ | 35,407 | | | $ | 35,407 | | |
| | Total | | $ | 433,324 | | | $ | 7,183,555 | | |
Robert S. Fishman, M.D. | | Base Salary | | $ | 427,107 | | | $ | 427,107 | | |
| | Accelerated Vesting of Stock Options | | | — | | | $ | 4,248,531 | | (1) |
| | Health Benefit | | $ | 35,407 | | | $ | 35,407 | | |
| | Total | | $ | 462,514 | | | $ | 4,711,045 | | |
(1)
| | | | | |
| (1) | For unvested options held by named executive officers as of December 31, 2017,2020, the value ascribed to the change in control acceleration featuresaccelerated 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, 2017, $18.06,31, 2020, which was $26.16, over the exercise price of the option grant, times the number of unvested shares insubject to the option grant as of that date. |
Risk Assessment of Compensation Programs
Our Compensation Committee and Board have determined that our compensation policies, plans and practices are appropriately balanced and do not create risks that will have a material adverse effect on our company. To make this determination, they reviewed the company’s compensation policies, plans and practices with a focus on compensation program design, payment methodology, relationship to performance and length of performance period, and oversight and controls as compared to the compensation practices that they have seen in similar companies. During the review, the Compensation Committee noted risk mitigating factors inherent in our compensation practices, including the Compensation Committee’s and management’s discretion in approving executive and employee compensation and establishing performance goals for short and long-term compensation plans, the balance between fixed and variable pay and the mix of short and long-term incentives that encourage consistent performance over a sustained period, and these factors aligned the interests of our named executive officers and employees with those of our stockholders.
21
EQUITY
COMPENSATIONCOMPENSATION PLAN INFORMATIONThe following table provides information as of December 31,
20172020 with respect to the shares of our common stock that may be issued under all of our existing equity compensation plans, which consist of the 2012 Incentive Award Plan and the 2004 Equity Incentive Plan.
| | | (a) | | | (b) | | | (c) | | | | (a) | | (b) | | (c) | |
Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options | | | Weighted Average Exercise Price of Outstanding Options | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))(2) | | | Plan Category | | Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options | | Weighted Average
Exercise Price of
Outstanding Options | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column(a))(2) | |
Equity compensation plans approved by stockholders | | | 20,454,577 | | | $ | 5.22 | | | | 7,629,650 | | (1)(2) | Equity compensation plans approved by stockholders | | 24,946,378 | | | $ | 9.62 | | | 9,040,698 | | | (1)(2) |
Equity compensation plans not approved by stockholders | | | — | | | | — | | | | — | | | Equity compensation plans not approved by stockholders | | — | | | — | | | — | | |
Total | | | 20,454,577 | | | $ | 5.22 | | | | 7,629,650 | | | Total | | 24,946,378 | | | $ | 9.62 | | | 9,040,698 | | |
(1)
| | | | | |
| (1) | Represents shares of common stock remaining available for future issuance under our 2012 Incentive Award Plan as of December 31, 2017.2020. |
(2) | The 2012 Incentive Award Plan contains an “evergreen” provision that allows for increasesan increase on the first day of each year beginning in 2013 and ending in 2022 equal to the lesser of an additional (i) 8,000,000 shares of our common stock, (ii) 4%4 percent of the outstanding shares of common stock on the immediately preceding December 31 or (iii) such smaller number of shares determined by the Board. None of our other plans has an “evergreen” provision. On February 7, 2018,4, 2021, the Board authorized an “evergreen” increase in the shares available for grant under the 2012 Plan to be equivalent to 4%4 percent of the shares of our common stock outstanding on December 31, 2017,2020, which represented an increase of 4,588,6824,669,395 shares to the plan. |
The following table provides compensation information, for the one-year period ended December 31,
2017,2020, for each non-employee member of our Board. Dr. Belanoff is not provided additional compensation for his service on our Board.
| Name | | Fees Earned or Paid in Cash ($) | | Option Awards(1)(2) ($) | | Total ($) | Name | | Fees Earned or Paid in Cash
($) | | Option Awards (1)(2)
($) | | Total
($) |
James N. Wilson | | 120,000 | | 698,575 | | 818,575 | James N. Wilson | | 125,000 | | 744,921 | | 869,921 |
| Gregg Alton (3) | | Gregg Alton (3) | | 48,167 | | 666,825 | | 714,992 |
G. Leonard Baker, Jr. | | 54,833 | | 232,858 | | 287,691 | G. Leonard Baker, Jr. | | 63,486 | | 279,345 | | 342,831 |
Daniel M. Bradbury | | 51,917 | | 232,858 | | 284,775 | |
| Gillian M. Cannon, Ph.D. (4) | | Gillian M. Cannon, Ph.D. (4) | | 6,167 | | 874,158 | | 880,324 |
| David L. Mahoney | | David L. Mahoney | | 75,000 | | 279,345 | | 354,345 |
| Kimberly Park | | Kimberly Park | | 65,000 | | 279,345 | | 344,345 |
Daniel N. Swisher, Jr. | | 66,542 | | 232,858 | | 299,400 | Daniel N. Swisher, Jr. | | 78,486 | | 279,345 | | 357,831 |
David L. Mahoney | | 59,833 | | 232,858 | | 292,691 | |
Renee D. Gala | | 53,008 | | 232,858 | | 285,866 | |
(1)
| | | | | |
| (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 87 – “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, 2017.2020. |
(2) | As of December 31, 2017,2020, our non-employee directors held options outstanding to purchase the following number of shares: Mr. Wilson: 1,170,000; Mr. Alton: 90,000; Mr. Baker: 300,000;290,000; Mr. Bradbury: 220,000;Mahoney: 290,000; Ms. Park: 90,000; Mr. Swisher: 150,000; Mr. Mahoney: 310,000; Ms. Galá: 100,000 shares;215,000; and Mr. Wilson: 1,340,000Dr. Cannon: 60,000 shares. During 2017,2020, Mr. Wilson, as chairman of the board, was granted an option to purchase 90,00080,000 shares with a grant date fair value of $698,575,$744,921, Messrs. Alton, Baker, Bradbury, Swisher, Mahoney and Swisher, and Ms. GaláPark were each granted an option to purchase 30,000 shares with a grant date fair value of $232,858.$279,345. All of these awards vest pro-ratain equal monthly installments over a one-year period, subject to continued service. |
| (3) | Mr. Alton was appointed to our board of directors in March 2020. On March 12, 2020, Mr. Alton was granted an option to purchase 60,000 shares of the Company’s common stock, at an exercise price of $10.48 per share, the rateclosing price of 8.3334%the Company’s common stock on the monthlyNasdaq Stock Market on the date of grant. The grant date fair value of this option was $387,480. This option will vest over a 4-year period, with 25 percent vesting on the first annual anniversary of the date of grant and the remainder vesting ratably on each monthly anniversary thereafter until fully vested, subject to Mr. Alton’s continued service. |
22
| | | | | |
| (4) | Dr. Cannon was appointed to our board of directors in November 2020. On December 1, 2020, Dr. Cannon was granted an option to purchase 60,000 shares of the Company’s common stock, at an exercise price of $22.99 per share, the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant. The grant date fair value of this option was $874,158. This option will vest over a 4-year period, with 25 percent vesting on the first annual anniversary of the date of grant and the remainder vesting ratably on each monthly anniversary thereafter until fully vested, subject to Dr. Cannon’s continued service. |
For
2017,2020, non-employee directors received a
director fee
from us for their services
as members of the Board in the amount of
$40,000 per year.$50,000 effective January 1, 2020. In addition, the Chair and members of the Audit Committee received fees of $20,000 and $10,000,
respectively, per year;respectively; the Chair and members of the Compensation Committee received fees of $15,000 and
$7,000, respectively, per year;$7,500, respectively; and the Chair and members of the Corporate Governance & Nominating Committee received fees of $10,000 and $5,000,
respectively, per year. Commencing February 1, 2017, therespectively. The chairman of our
board of directorsBoard received
an annuala cash retainer of $120,000 in lieu of any other fees. New directors are granted an option to purchase 60,000 shares of
our common
stock in connection with their initial election to the Board.stock. The initial director options vest with respect to
25%25 percent of the shares on the first anniversary of the date of the grant and,
in 36 equal monthly installments thereafter,
at the rate of 2.08334% per month, until fully vested, subject to the director’s continued
service. Non-employeeservice on each monthly vesting date. At each annual meeting of our stockholders, continuing directors
who are
reelected at the Annual Meeting are each granted an option,
to purchasewhich for 2020, covered 30,000 shares of
our common stock that vests
over one year at the rate of 8.3334% per monthin 12 equal monthly installments from the date of the
Annual Meeting until fully vested,annual meeting, subject to the director’s continued
service.service on each monthly vesting date. The Board has
also historically approved
larger option awards for directors serving certain leadership roles. In
2017,2020, the Board
approvedgranted Mr. Wilson an option
covering 90,000to purchase 80,000 shares of
our common stock,
to Mr. Wilsonvesting in 12 monthly installments, for his service as Chairman of the
Board, subject to his continued service on each monthly vesting date. For 2021, the Board approved decreasing the annual option for each director other than Mr. Wilson to 20,000 shares and granting to Mr. Wilson an option to purchase 45,000 shares of common stock for his service as Chairman of the Board.
We have
also entered into a Severance and Change in Control Agreement with
James N. Wilson, Chairman of the Board.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
ourthe Company within 60 days following termination of employment.
No vesting acceleration will be provided to Mr. Wilson until the separation agreement and release of claims becomes effective.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 20172020 (that is, the compensation of the employee whose compensation is in the middle of the group, with as many employees earning more as earned less, not including our 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 (except our CEO) who were employed on December 31,
2017.2020. To permit meaningful comparisons
between full- and part-time employees and 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
$297,689$286,664 for
2017,2020, including
base salary earned for 2020, the grant date fair value options
granted that yearawarded in 2020 and the bonus paid in February
2018 based on 20172021 with respect to 2020 performance.
As disclosed above in the Summary Compensation Table, our CEO’s annual total compensation for
20172020 was
$4,271,452.$5,762,102.
As calculated above, the annual total compensation of our median employee excluding the CEO to that of our CEO is as follows:
Median employee | $ | 297,689 | |
CEO | $ | 4,271,452 | |
Ratio | 14:1 | |
| | | | | |
| Median employee | $286,664 | |
| CEO | $5,762,102 | |
| Ratio | 20:1 |
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.
23
COMPENSATION
COMMITTEECOMMITTEE REPORT*The Compensation Committee of the Board, or Compensation Committee, has furnished this report on executive compensation. None of the members of the Compensation Committee is currently our officer or employee and all are “non-employee directors” for purposes of Rule 16b-3 under the Exchange
Act and “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.Act. The Compensation Committee is responsible for designing, recommending to the Board for approval and evaluating our compensation plans, policies and programs and reviewing and approving the compensation of the Chief Executive Officer and other officers and directors.
This report, filed in accordance with Item 407(e)(5) of Regulation S-K, should be read in conjunction with the other information relating to executive compensation, which is contained elsewhere in this
Proxy Statementproxy statement and is not repeated here.
In this context, the Compensation Committee hereby reports as follows:
1.
| The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K contained herein with management; and
|
•The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K contained herein with management; and•Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020.
2.
| Based on the review and discussions referred to in paragraph (1) above, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2017.
| |
|
Compensation Committee |
|
David L. Mahoney, Chairman |
G. Leonard Baker, Jr., Chairman |
Daniel M. Bradbury
Gregg Alton |
Daniel N. Swisher, Jr. |
*
| | | | | |
| * | The material in this report is not soliciting material, and is not deemed filed with the SEC. |
24
REPORT OF THE
AUDITAUDIT COMMITTEE*Under the guidance of a written charter adopted by the Board, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The responsibilities of the Audit Committee include appointing and providing for the compensation of the Company’s independent registered public accounting firm. Each of the members of the Audit Committee meets the independence requirements of
NASDAQNasdaq and the SEC.
Management has primary responsibility for the system of internal controls and the financial reporting process. The independent registered public accounting firm has the responsibility to express an opinion on the financial statements and internal control over financial reporting based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).
In this context and in connection with the audited financial statements contained in the Company’s Annual Report on Form 10-K, the Audit Committee:
•reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 20172020 with the Company’s management and Ernst & Young LLP, the Company’s independent registered public accounting firm;
•discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301 “Communications with Audit Committees” as adopted by the PCAOB;
•received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP their independence;
•considered and discussed whether the non-audit services, if any, performed by Ernst & Young LLP are compatible with maintaining their independence;
•reviewed and discussed the reports of management and Ernst & Young LLP on their assessments of the effectiveness of the Company’s internal control over financial reporting as of the end of the most recent fiscal year;
•reviewed the disclosures regarding the Company’s system of internal controls required to be contained in the Company’s Form 10-K;
•based on the foregoing reviews and discussions, recommended to the Board that the audited financial statements and management’s report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 20172020 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20172020 filed with the Securities and Exchange Commission; and
•instructed Ernst & Young LLP that the Audit Committee expects to be advised if there are any subjects that require special attention.
The Audit Committee has also recommended, subject to stockholder ratification in Proposal 2 in this Proxy Statement, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018.AUDIT COMMITTEE
Daniel N. Swisher, Jr., Chairman
Reneé D. Galá
David L. Mahoney
2021.*
| | |
|
| Audit Committee |
|
| Gregg Alton, Chairman |
| Gillian Cannon |
| David L. Mahoney |
| Kimberly Park |
| | | | | |
| * | The material in this report is not soliciting material, and is not deemed filed with the SEC. |
25
FEES OF THE INDEPENDENT
REGISTEREDREGISTERED PUBLIC ACCOUNTING FIRMFees for audit services totaled approximately
$1,881,000$1,933,000 in
20172020 and
$1,154,000$1,807,000 in
2016,2019, including fees for professional services provided by Ernst & Young LLP, our independent registered public accounting firm, in connection with the integrated annual audit of our financial statements and internal control over financial reporting in
20172020 and
2016,2019, respectively, review of our quarterly financial statements included in Quarterly Reports on Forms 10-Q, consultations on matters addressed during the audit and services provided in connection with other statutory or regulatory filings, including consents.
Audit-Related Fees, Tax Fees, and All Other Fees
We did not incur fees
Fees for tax advisory services from our independent registered public accounting firm
totaled approximately $248,000 and $47,000 in
2017 or 2016.2020 and 2019, respectively.
We did not incur audit-related fees for assurance and related services, or for any other products or services, from our independent registered public accounting firm in
2017 or 2016.2020 and 2019.
Pre-approval of audit-related and non-audit services
Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and permissible non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP. Under this policy, our Audit Committee must pre-approve all audit and non-audit services performed by the Company’s independent auditor in order to ensure that the provision of such services does not impair the auditor’s independence. The policy permits the engagement of the independent registered public accounting firm for services that are approved by our Audit Committee in defined categories such as audit services, audit-related services and tax services. Pre-approval may be given as part of our Audit Committee’s annual review and approval of the scope and estimated cost of non-audit services that may be provided by the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The Audit Committee has also delegated to the Chair of the Audit Committee the authority to pre-approve audit and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees, provided that the Chair shall report any decision to pre-approve such audit or non-audit services and fees to the full Audit Committee at its next regular meeting. Our Audit Committee receives periodic reports on the scope of services provided and expected to be provided in the future by the independent registered public accounting firm.
Consistent with this policy, in
20172020 and
20162019 all audit and non-audit services (including audit-related fees, tax fees and all other fees) performed by our independent registered public accounting firm, Ernst & Young LLP, were pre-approved by the Audit Committee.
26
PROPOSALS TO BE ACTED
UPONUPON AT THE 2021 ANNUAL MEETINGAt the
2021 Annual Meeting, the stockholders will vote on the election of
seveneight directors, each to serve until the annual meeting of stockholders in
20192022 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.,
Daniel M. Bradbury, Reneé D. Galá, David L. Mahoney,
Kimberly Park, Daniel N. Swisher, Jr. and
James N. WilsonGillian Cannon for election to the Board. The nominees have indicated that they are willing and able to serve as directors. If any
of the nomineesnominee 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. The proxies being solicited will be voted for the nominees at the
2021 Annual Meeting. Directors will be elected by a plurality of the votes cast, in person or by proxy,
or by remote communication, if applicable, at the
2021 Annual Meeting, assuming a quorum is present. Stockholders do not have cumulative voting rights in the election of directors.
Recommendation of the Board
The Board of Directors unanimously recommends a vote “FOR” the election of the nominees as listed above.
Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards for the election of the nominees as listed above.
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At the
2021 Annual Meeting, the stockholders will be asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2018.2021. Representatives of Ernst & Young LLP are expected to
be present atattend the
2021 Annual Meeting and
will have the opportunity to make statements
if they desire to do so. Such representatives are also expected to be available toand respond to appropriate questions.
Recommendation of the Board
The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2018.2021.
As of the time of preparation of this
Proxy Statement,proxy statement, neither the Board nor management intends to bring before the meeting any business other than the matters referred to in the Notice of Annual Meeting and this
Proxy Statement.proxy statement. If any other business should properly come before the meeting, or any adjournment or postponement thereof, the persons named in the proxy will vote on such matters according to their discretion.
27
STOCKHOLDER PROPOSALS FOR
THE 20192022 ANNUAL MEETINGPursuant to Rule 14a-8 under the Exchange Act, stockholder proposals for inclusion in the proxy statement of the Board of Directors for the
20192022 Annual Meeting of Stockholders must be received by us at 149 Commonwealth Drive, Menlo Park, California 94025, on or before December
26, 201827, 2021 and must otherwise comply with Rule 14a-8 under the Exchange Act.
However, ifIf the date of the
20192022 Annual Meeting of Stockholders is changed by more than 30 days from the anniversary date of our
20182021 Annual Meeting of Stockholders,
suchthe deadline pursuant to Rule 14a-8 under the Exchange Act will instead be a reasonable time before we begin to print and send our proxy materials. If we are not notified by the deadline under Rule 14a-8 under the Exchange Act of a proposal to be brought before the
20192022 Annual Meeting of Stockholders,
by a stockholder, then proxies held by management may provide the discretion to vote against such proposal even though it is not discussed in the proxy
statement for such meeting.In addition, regardless of whether a proposal is included in our proxy statement, ourstatement.
Our Amended and Restated Bylaws provide that advance notice of a stockholder’s proposal to be brought before the
20192022 Annual Meeting of Stockholders, including director nominations, must be delivered to the Secretary of our company at our principal executive offices not earlier than 120 days (December
26, 2018)27, 2021) and not later than 90 days (January
25, 2019) prior to26, 2022) before the anniversary of the mailing date of the proxy materials for the previous year’s annual meeting. Our Amended and Restated Bylaws
also provide that in the event that the annual meeting is advanced by more than 30 days prior to or delayed by more than 60 days after the anniversary date of the preceding year’s annual meeting, this advance notice must be received
not later thanby the close of business on the later of (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which
the first public announcement of the date of such
meeting is first made.meeting.
Each stockholder’s notice must contain the following information as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person (as defined in the Company’s Amended and Restated Bylaws), (b) the text of the proposal or business (including the text of any resolutions proposed for consideration), (c) a reasonably detailed description of all agreements, arrangements and understandings (i) between or among any of the Proposing Persons or (ii) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation (including their names) in connection with the proposal of such business by such stockholder, and (d) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act. A copy of the full text of the provisions of our Amended and Restated Bylaws dealing with stockholder nominations and proposals is available to stockholders from our Secretary upon written request.
28
AVAILABLE
INFORMATIONINFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, file reports, proxy statements and other information with the U.S. Securities and Exchange Commission. Reports, proxy statements and other information filed by us
may be inspected without charge and copies obtained upon payment of prescribed fees from the Public Reference Section of the U.S. Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, or by way ofare available on the U.S. Securities and Exchange Commission’s website at
www.sec.gov.www.sec.gov.
We will provide without charge to each person to whom a copy of the proxy statement is delivered, upon the written or oral request of any such persons, additional copies of our Annual Report on Form 10-K for the year ended December 31,
20172020 or the
20182021 proxy materials. Requests for such copies should be made by written request to Corcept Therapeutics Incorporated, 149 Commonwealth Drive, Menlo Park, California 94025, Attention: Secretary, or by oral request by calling (650) 327-3270.
G. Charles Robb
By Order of the Board of Directors,
/s/ G. Charles Robb
G. Charles Robb
Chief Financial Officer and Secretary
| | |
| By Order of the Board of Directors, |
|
| /s/ Charles Robb |
| Charles Robb |
| Chief Business Officer and Secretary |
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND MAILING PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING EITHER IN-PERSON OR VIRTUALLY, YOU MAY VOTE IN PERSONAT THE MEETING EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.29
b
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet or Telephone – QUICK EASY IMMEDIATE – 24 Hours a Day, 7 Days a Week or by Mail CORCEPT THERAPEUTICS INCORPORATED As a stockholder of Corcept Therapeutics Incorporated, you have the option of voting your shares electronically through the Internet or on the telephone, eliminating the need to return the proxy card. Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on May 28, 2018. INTERNET/MOBILE — www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. PHONE — 1 (866) 894-0536 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. PLEASE DO NOT RETURN THE PROXY CARD IF YOU MAIL — Mark, sign and date your proxy ARE VOTING ELECTRONICALLY OR BY PHONE. card and return it in the postage-paid envelope provided. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Please mark your votes PROXY X like this The Board of Directors recommends that you vote “FOR” the election of each of the following nominees and “FOR” Proposal 2. 1. To elect seven directors, to hold office until the 2019 FOR PROPOSALS. This proxy may be revoked by the undersigned All nominees WITHHOLD Annual Meeting of Stockholders and until their successors listed (except AUTHORITYat any time, prior to the time it is voted, by any other means are duly qualified and elected, the nominees listed below: as indicated to vote (as to all described in the accompanying proxy statement. below) nominees) 01 James N. Wilson 05 Reneé D. Galá 02 G. Leonard Baker, Jr. 06 David L. Mahoney 03 Joseph K. Belanoff, M.D. 07 Daniel N. Swisher, Jr. 04 Daniel M. Bradbury (INSTRUCTION: To withhold authority to vote for any individual nominee, write the nominee’s name on the line provided below.) FOR 2. To ratify the appointment of Ernst & Young LLP, as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2018. AGAINST ABSTAIN CONTROL NUMBER Signature Signature Date , 2018. Date and sign exactly as name(s) appear(s) on this proxy. If signing for estates, trusts, corporations or other entities, title or capacity should be stated. If shares are held jointly, each holder should sign.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 29, 2018 The 2018 Proxy Statement and our 2017 Annual Report are available at http://www.corcept.com/proxymaterials/2018 FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY CORCEPT THERAPEUTICS INCORPORATED Proxy Solicited by the Board of Directors for the Annual Meeting of Stockholders to be Held on May 29, 2018 The undersigned hereby appoints Joseph K. Belanoff, M.D., G. Charles Robb and James N. Wilson, or any one of them, with full power of substitution, as proxies to vote at the Annual Meeting of Stockholders of Corcept Therapeutics Incorporated (the “Company”) to be held on May 29, 2018 at 8:00 a.m., local time, at 149 Commonwealth Drive, Menlo Park, CA 94025, and at any adjournment or postponement thereof, hereby revoking any proxies heretofore given, to vote all shares of common stock of the Company held or owned by the undersigned as directed on the reverse side of this proxy card, and in their discretion upon such other matters as may come beofre the meeting. This proxy, when properly executed, will be voted in the manner directed. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED “FOR” EACH NOMINEE FOR DIRECT OR IN PROPOSAL 1 AND “FOR” PROPOSAL 2. This proxy may be revoked by the undersigned at any time, prior to the time it is voted by any of the means described in the accompanying proxy statement. (Continued, and to be marked, dated and signed, on the other side)
