SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934



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☐			Soliciting Material Pursuant to §240.14a-12

Corcept Therapeutics Incorporated



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Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

Notice of Annual Meeting of Stockholders

To Be Held on ~~June 18, 2019~~May 27, 2020

The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on ~~Tuesday, June 18, 2019~~Wednesday, May 27, 2020 at 7:30 a.m. local ~~time~~time. In light of the coronavirus/COVID-19 outbreak and governmental decrees that in-person gatherings be postponed or cancelled, and in the best interests of public health and the health and safety of our Board of Directors, employees and stockholders, we are holding a virtual-only meeting. Stockholders can attend the meeting via the Internet at www.cstproxy.com/corcept/2020 by using the ~~Company’s headquarters located at 149 Commonwealth Drive, Menlo Park, CA 94025~~12-digit control number which appears on your proxy card (printed in the box and marked by the arrow) 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 ~~five~~seven directors to hold office until the ~~2020~~2021 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

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, ~~2019.~~2020.

3.To conduct a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement.

4.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 ~~22, 2019~~17, 2020 will be entitled to notice of, and to vote at, such virtual meeting 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

Menlo Park, California

Important Notice Regarding the Availability of Proxy Materials for the

YOUR VOTE IS IMPORTANT!

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, YOU MAY VOTE ~~IN PERSON~~AT THE VIRTUAL 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.

Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

We are furnishing this proxy 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”) to be held on ~~Tuesday, June 18, 2019~~Wednesday, May 27, 2020 at 7:30 a.m. local time, virtually at ~~149 Commonwealth Drive, Menlo Park, California 94025~~www.cstproxy.com/corcept/2020 and at any adjournments thereof (the ~~“Annual~~“2020 Annual Meeting”). There will be no physical meeting location. The meeting will only be conducted via an audio webcast. This proxy statement and accompanying proxy card are being first mailed to stockholders on or about April ~~26, 2019.~~29, 2020.

Only holders of our common stock at the close of business on April ~~22, 2019~~17, 2020 (the “Record Date”) are entitled to vote at the 2020 Annual Meeting. Stockholders who hold shares of our common stock in “street name” may vote at the 2020 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 ~~114,825,732~~114,601,708 shares of our common stock outstanding. A majority of the outstanding shares of our common stock entitled to vote at the 2020 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 2020 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 2020 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. Stockholders do not have cumulative voting rights. All proxies we receive which are properly voted, whether by signed proxy card or by telephonic or internet 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 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, ~~2019.~~2020 and (c) for the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement. We are not aware, as of the date hereof, of any matters to be voted upon at the 2020 Annual Meeting other than those stated in this proxy statement and the accompanying Notice of Annual Meeting of Stockholders. If any other matters are properly brought before the 2020 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 2020 Annual Meeting and vote by following the instructions described below in person even if you have already voted by proxy. You may vote your shares at www.cstproxy.com/corcept/2020 during the 2020 Annual Meeting. You will need the 12-digit control number which appears on the enclosed proxy card (printed in the box and marked by the arrow) and the instructions accompanying these proxy materials. For additional details on the virtual 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, whether present in person or by proxy, or by remote communication, if applicable, shall constitute a quorum for the 2020 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 2020 Annual Meeting, the stockholders will be entitled to vote on the following proposals:

•election of directors (Proposal No. 1); ~~and~~

•ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019~~2020 (Proposal No. 2); and

•the advisory vote to approve the compensation of our named executive officers (Proposal No. 3).

Directors will be elected by a plurality of the votes cast, which means that the ~~five~~seven 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 case 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.

Revocability of Proxies

A stockholder of record may revoke a proxy at any time before it is voted at the 2020 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 virtual 2020 Annual Meeting and voting ~~in person.~~at the meeting by following the instructions above. Attendance at the 2020 Annual Meeting will not revoke a proxy unless the stockholder votes in person at the virtual meeting.

Attendance at the Virtual 2020 Annual Meeting

The live audio webcast of the 2020 Annual Meeting will begin promptly at 7:30 a.m. local time. Online access to the audio webcast will open approximately 15 minutes prior to the start of the 2020 Annual Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage our stockholders to access the meeting in advance of the designated start time.

To attend the 2020 Annual Meeting, stockholders will need to log-in to www.cstproxy.com/corcept/2020 using the 12-digit control number on the proxy card or voting instruction form.

Submission of Questions at the Virtual 2020 Annual Meeting

An online portal will be available to our stockholders at www.cstproxy.com/corcept/2020 at the 2020 Annual Meeting. By accessing this portal, stockholders will be able to submit questions and vote at the 2020 Annual Meeting. Stockholders may also submit questions and vote on the day of, or during, the 2020 Annual Meeting on www.cstproxy.com/corcept/2020. To demonstrate proof of stock ownership, you will need to enter the 12-digit control number received with your proxy card or voting instruction form to submit questions and vote at our 2020 Annual Meeting. We intend to answer questions submitted during the meeting that are pertinent to the Company and the items being brought before stockholder vote at the 2020 Annual Meeting, as time permits, and in accordance with the Rules of Conduct for the 2020 Annual Meeting. Questions and answers will be grouped by topic and substantially similar questions will be answered only once.

Technical Assistance Provided Before and During the Virtual 2020 Annual Meeting

Beginning 15 minutes prior to the start of and during the virtual 2020 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, you should call our support team at:

1-917-262-2373 (U.S. Domestic Toll Free)

1-917-262-2373 (International)

Solicitation of Proxies

The proxy card accompanying this proxy statement is solicited by our Board. We will pay 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 the 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 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. We 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 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.

At the 2020 Annual Meeting, the stockholders will vote on the election of ~~five~~seven directors, each to serve until the annual meeting of stockholders in ~~2020~~2021 and until their successors are duly elected and qualified.

The name, age at March 31, ~~2019~~2020 and principal occupation of each person nominated for election to the Board, all of whom currently serve as our directors, are set forth below:

G. Leonard Baker, Jr. (1) (2)

~~G. Leonard Baker, Jr.~~ ~~(2)~~

David L. Mahoney ~~(1)~~(2) (3)

Kimberly Park (1)(3)

Daniel N. Swisher, Jr. ~~(1)~~ (2) (3)

~~In addition to the information presented below regarding the qualities that led our Board to conclude that they should serve as directors, our~~(1)Member of Corporate Governance and Nominating Committee

(2)Member of Compensation Committee

(3)Member of Audit Committee

Our director nominees have ~~a reputation for~~acted throughout their careers with integrity, honesty and adherence to high ethical standards and have demonstrated business acumen and sound judgment we believe will benefit Corcept 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.

James N. Wilson has served as a director and as Chairman of our Board since 1999. From 2005 to 2018, he was also a member of the ~~Board~~board 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 ~~Board~~board of directors of Amira Medical, Inc., which was acquired by Hoffmann-La Roche A.G. From 1991 to 1994, Mr. Wilson was Chief Operating Officer of Syntex Corporation (“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 senior executive and director.

Gregg Alton became a member of our Board in March 2020. Mr. Alton served as Chief Patent Officer of Gilead Sciences, Inc. (“Gilea”) until January 2020. Since joining Gilead in 1999, Mr. Alton has held a number of positions at the company with experience in legal, medical affairs, policy and commercial. He previously served as Interim Chief Executive Officer and General Counsel. Prior to joining Gilead, he was an attorney at the law firm of Cooley Godward, LLP, where he specialized in mergers and acquisitions, corporate partnerships and corporate finance transactions for healthcare and information technology companies. Mr. Alton is a member of the board of directors of Enochian Biosciences Inc., a public biotechnology company. He also serves as a member of the board of directors of several private companies, including Collidion, Inc., the AIDS Institute, the Boys and Girls Clubs of Oakland, and the Partners in Health Board of Trustees. 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 Letters 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 senior executive with responsibilities for legal, regulatory and medical affairs, strategy, operations and patient relations.

G. Leonard Baker, Jr. has served as a member of our Board since 1999. Since 1973, Mr. Baker has been a Managing Director of the General Partner of Sutter Hill Ventures, a venture capital firm in Palo Alto, California. Mr. Baker currently serves on the board of directors of private companies and non-profits. He received his B.A. from Yale University and his

M.B.A. from Stanford University. Mr. Baker brings to our Board expertise in finance, strategic transactions and business operations.

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 ~~financial activities, commercial operations and our~~ research and development ~~programs.~~programs and commercial operations. He also has ~~valuable~~ expertise in ~~business administration,~~ drug discovery and development and clinical ~~medicine and psychopharmacology.~~medicine.

~~G. Leonard Baker, Jr.~~ has served as a member of our Board since 1999. Since 1973, Mr. Baker has been a Managing Director of the General Partner of Sutter Hill Ventures, a venture capital firm in Palo Alto, California. Mr. Baker currently serves on the boards of a number of private companies. He received his B.A. from Yale University and his M.B.A. from Stanford University. Mr. Baker brings to our Board extensive experience in advising companies about finance, strategic transactions and operations.

David L. Mahoney is a private investor who has served as a member of our Board since July 2004. From 1999 to 2001, Mr. Mahoney served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare supply management and information technology company, and as Chief Executive Officer of iMcKesson LLC, a healthcare management and connectivity company. He joined McKesson Corporation in 1990 as Vice President for Strategic Planning. Prior to joining McKesson, Mr. Mahoney was a principal with McKinsey & Company, a management consulting firm, where he worked from 1981 to 1990. Mr. Mahoney serves on the board of ~~Symantec Corporation (“Symantec”)~~directors of Adamas Pharmaceuticals (Adamas), a ~~publicly-traded software technology~~publicly traded pharmaceutical company, including as Chairman, and chair of ~~its~~the Compensation Committee and a member of ~~its~~the 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 ~~boards~~board of directors of ~~the~~several 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.

Kimberly Park became a member of our Board in 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 currently serves on the board of directors of Besser Company, a manufacturer of equipment for the building materials industry, and as a trustee for two private foundations. She is a Mentor for Philadelphia Alliance of Capital and Technology. Ms. Park received her BA 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. became a member of our Board in 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 ~~Board~~board of directors of Cerus Corporation, a publicly traded biopharmaceutical company, since 2013. Mr. Swisher received his B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business. Mr. Swisher brings to our Board experience in ~~life science~~pharmaceutical industry development, sales, marketing, operations and finance.

There are no family relationships among any of our directors or named executive officers.

Corporate 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 atwww.corcept.com. The~~ Committee currently consists of ~~David L. Mahoney~~Gregg Alton (Chairman), ~~Daniel M. Bradbury~~G. Leonard Baker, Jr., Kimberly Park and ~~Renée D. Galá.~~James N. Wilson. Following the ~~2019~~2020 Annual Meeting of Stockholders, assuming the election of each director nominee, ~~herein,~~membership of the Corporate Governance and Nominating Committee will ~~consist of G. Leonard Baker, Jr. (Chairman) and David L. Mahoney.~~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 ~~2018. In accordance with the requirements of the Nasdaq Stock Market, the~~2019. The Corporate Governance and Nominating Committee recommends director candidates to the Board for review and ~~approval.~~approval, and its charter is available atwww.corcept.com.

The information below describes the criteria 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’s goal is to identify director candidates with a broad diversity of background and experience who have the skills and judgment to serve successfully on our ~~Board and to seek out candidates with a broad diversity of background and experience.~~Board. 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.

Process for Identifying and Evaluating Nominees. ~~The Corporate Governance and Nominating Committee initiates~~With the ~~process for identifying and evaluating nominees to the Board by identifying a slate~~assistance as it deems appropriate of ~~candidates who meet the criteria for selection as nominees and have the specific qualities or skills being sought based on input from~~other members of the Board, Corcept’s management and ifin some cases a third-party search firm, the Corporate Governance and Nominating Committee ~~deems appropriate, a third-party search firm.~~identifies candidates who have the qualities and skills being sought. The Corporate Governance and Nominating Committee will also consider recommendations for nominees by ~~stockholders on the same basis.~~stockholders.

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~~A similar process ~~will~~would be used to evaluate nominees recommended by stockholders.

Stockholders 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 ~~2020~~2021 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 ~~28, 2019)~~30, 2020) and not later than 90 days (January ~~27, 2020)~~29, 2021) 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 120th 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.

Nominees to the Board of Directors for the 2020 Annual Meeting. The nominees for ~~the~~election at this 2020 Annual Meeting were recommended for selection by the Corporate Governance and Nominating Committee and were selected by the Board.

~~The Board met four times in 2018.~~ 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 one time in ~~2018.~~2019. Each member of the Board attended 75 percent or more of the total number of Board meetings and meetings of Board committees on which such Board member served. The Board met four times in 2019. The independent directors of the Board met in executive sessions four times in ~~2018.~~2019.

We encourage our directors to attend the annual stockholder ~~meetings.~~meeting. Two of ~~them~~our directors attended the ~~2018~~2019 annual stockholder meeting.

Audit Committee. ~~In 2018,~~The purpose of the Audit Committee ~~consisted~~is 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 our accounts, reviewing the scope and results of these independent audits, reviewing and evaluating our accounting policies, and approving the professional services our independent registered public accounting firm provides to us. The Audit Committee consists of Daniel N. Swisher, Jr. (Chairman), ~~Renée D. Galá and~~ David L. ~~Mahoney.~~Mahoney and Kimberly Park. Following the ~~2019~~2020 Annual Meeting of Stockholders, assuming the election of each director nominee, ~~herein, the~~ Audit Committee membership will ~~consist of Daniel Swisher Jr. (Chairman), David L. Mahoney and James N. Wilson.~~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, the~~The 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 determined~~Act and that each of Messrs. Swisher and Mahoney, and ~~Wilson and~~ Ms. ~~Galá~~Park qualifies as an “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 2018, the~~The Compensation Committee ~~consisted~~consists of David L. Mahoney (Chairman), G. Leonard Baker, ~~Jr. (Chairman), Daniel M. Bradbury~~Jr and Daniel N. Swisher, Jr. Following the ~~2019~~2020 Annual Meeting of Stockholders, assuming the election of each director nominee, ~~herein,~~ the Compensation Committee will ~~consist of David L. Mahoney (Chairman), G. Leonard Baker, Jr. and Daniel Swisher Jr.~~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 reviews and approves, subject to stockholder or Board approval as required, (i) our incentive, equity-based compensatory plans and (ii) any benefit, compensation or severance arrangements with our named executive officers or in which they participate. In addition, the Committee reviews and approves 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 the compensation and benefits offered to nonemployee directors and recommends changes to the Board, as appropriate. The Committee’s charter permits it to delegate its authority and responsibilities ~~as it deems appropriate~~ to individual members of the Committee or to a subcommittee of Committee members. The Compensation ~~Committee’s~~Committee charter is available at www.corcept.com.

Board ~~Leadership Structure.~~Leadership. We are committed to sound corporate governance ~~practices~~ and value independent board oversight as an essential ~~component of strong~~to good corporate performance. ~~Five~~Six of our seven directors qualify as independent under the rules of the Nasdaq Stock ~~Market, and, following~~Market. Following the ~~2019~~2020 Annual Meeting of Stockholders, assuming the election of each director nominee, ~~herein, four~~the number of ~~our five~~ directors who are independent will ~~qualify as independent under the rules of the Nasdaq Stock Market.~~not change. In February ~~2019,~~2020, 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~~judgment. The Board also reviewed the independence of Gregg Alton upon his ~~or her responsibilities. As a result of this review, our~~appointment on March 12, 2020. The Board has determined that the following directors are ~~“independent”~~��independent” under the rules of the Nasdaq Stock Market:

G. Leonard Baker, Jr.

~~Daniel M. Bradbury~~

Daniel N. Swisher, Jr.

Our Board also determined that Daniel M. Bradbury and Renée D. Galá, who served as board members for part of ~~June 1 ,~~ 2019, ~~James N. Wilson will be “independent”~~were independent under the rules of the Nasdaq Stock ~~Market, provided that there is no intervening event that would affect Mr. Wilson’s independence between the date of the Board’s determination and June 1, 2019.~~Market.

In accordance with our Amended and Restated Bylaws, our Board appoints our ~~officers, including our Chief Executive Officer. Our~~officers. 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 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. Our Chief Executive Officer ~~Joseph K. Belanoff, M.D.,~~ is an employee ~~of our company~~ and is therefore not ~~“independent” under the rules of the Nasdaq Stock Market.~~deemed “independent.” Our Board believes that its ~~current~~ leadership ~~structure~~ is appropriate for Corcept and its stockholders.

Risk Oversight. The Board oversees our exposure to risk ~~exposure~~ and the steps ~~management has~~we have undertaken to ~~control our business, financial and other~~mitigate those risks. The Board ~~continuously~~ assesses the risks we face and reviews our strategic plan at least annually. Although the Board bears ultimate responsibility for the Company’s risk management, the Audit Committee oversees management of risks arising from our accounting policies and practices, financial reporting, SEC compliance and potential director or named executive officer conflicts of interest. The Compensation Committee oversees director and executive officer compensation and strives to create compensation incentives that discourage risk-taking inconsistent with our business strategy. The Corporate Governance and Nominating Committee oversees management of risks associated with corporate governance and regulatory compliance. Each committee meets regularly with Corcept management and reports to the full Board. Our Executive Committee, which consists of our Chief Executive Officer, Chief Financial Officer, Chief Medical Officer, Senior Vice President, Research and Senior Vice President, Commercial, meets regularly to monitor the impact of the COVID-19 pandemic and to review and approve measures to mitigate pandemic-related risks.Management has provided members of the Board with regular updates regarding the pandemic’s effects and our response to them.

Stockholders 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~~None of the members of our Compensation Committee ~~consists of G. Leonard Baker, Jr. (Chairman), Daniel M. Bradbury and Daniel N. Swisher, Jr., none whom~~ 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.

The names of our executive officers, their ages as of March 31, ~~2019~~2020 and ~~certain~~ other information about them are set forth below:

Name

Age

Position

Joseph K. Belanoff, M.D.

6162

Chief Executive Officer, President and Director

Andreas Grauer, M.D.

5859

Chief Medical Officer

G. Charles Robb

5657

Chief Financial Officer and Secretary

Sean Maduck

4243

Senior Vice President, Commercial

Joseph K. Belanoff, M.D. Biographical information regarding Dr. Belanoff is set forth under “Nominees to Board of Directors.”

Andreas Grauer, M.D. has served as our Chief Medical Officer since March 2019. Prior to joining Corcept, Dr. Grauer spent more than 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.

Charles Robb has served as our Chief Financial Officer since September 2011 and as our Secretary since January 2014. From 2005 to 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. in English and Political Philosophy from Yale and a J.D. 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, 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 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.

The following table sets forth information regarding ownership of our common stock as of March 31, ~~2019~~2020 (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 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 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 ~~114,931,777~~114,595,076 shares of common stock outstanding as of March 31, ~~2019.~~2020. 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, ~~2019~~2020 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)

Vanguard Group Inc. (4)

Federated Investors, Inc. and affiliated entities (5)

Ingalls & Snyder, LLC and affiliated entities (6)

Renaissance Technologies (7)

Joseph K. Belanoff, M.D. (8)

G. Leonard Baker, Jr. (9)

James N. Wilson (10)

David L. Mahoney (12)

Daniel N. Swisher, Jr. (14)

Andreas Grauer, M.D. (15)

All directors and named executive officers as a group (10 persons) (16)

Name of Beneficial Owner (1)

Number of
Shares
Beneficially
Owned (2)

Percentage of
Shares
Beneficially
Owned
5 percent Stockholders
BlackRock, Inc. (3)
15,529,665
13.5%
Federated Investors, Inc. and affiliated entities (4)
11,604,789
10.1%
Vanguard Group Inc. (5)
10,773,994
9.4%
Ingalls & Snyder, LLC and affiliated entities (6)
8,643,023
7.5%
Consonance Capital Management LP and affiliated entities (7)
6,211,964
5.4%
Directors and Named Executive Officers
Joseph K. Belanoff (8)
5,503,926
4.7%
G. Leonard Baker, Jr. (9)
5,361,686
4.7%
James N. Wilson (10)
3,647,641
3.1%
David L. Mahoney (11)
1,454,888
1.3%
G. Charles Robb (12)
1,353,730
1.2%
Sean Maduck (13)
987,524
*
Daniel M. Bradbury (14)
375,575
*
Daniel N. Swisher, Jr. (15)
173,541
*
Renée D. Galá (16)
116,041
*
Robert S. Fishman (17)
88,373
*
All directors and named executive officers as a group (10 persons) (18)
19,062,925
15.5%

(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, 2020. Except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown.

(3)Information regarding the holdings of Blackrock, Inc., or Blackrock, is based on information obtained from Amendment No. 4 to Schedule 13G filed by Blackrock with respect to its holdings as of December 31, 2019. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.

(4)Information regarding the holdings of Vanguard Group Inc., or Vanguard, is based on information obtained from Amendment No. 2 to Schedule 13G filed by Vanguard with respect to its holdings as of December 31, 2019. The address for Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(5)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. 11 to Schedule 13G filed by Federated Investors, Inc. with respect to its holdings as of December 31, 2019. 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 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, 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. 10 to Schedule 13G filed by Federated Investors, Inc. with respect to its holdings as of December 31, 2018. 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 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.

(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. 11 to Schedule 13G filed by Ingalls with respect to its holdings as of December 31, 2019. 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)Information regarding the holdings of Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, or Renaissance Technologies, is based on information obtained from Schedule 13G filed by Renaissance Technologies with respect to its holdings as of December 31, 2019. The address for Renaissance Technologies is 800 Third Avenue, New York, New York 10022.

(8)Includes 3,493,749 shares that may be acquired by Dr. Belanoff within 60 days of March 31, 2020 pursuant to options.

(9)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) 996,631 shares held by a Roth IRA for the benefit of Mr. Baker, (d) 3,144,793 shares held by Saunders Holdings, L.P. of which Mr. Baker is a trustee of a trust which is the general partner and (e) 287,916 shares that may be acquired by Mr. Baker within 60 days of March 31, 2020.

(10)Includes (a) 246,246 shares held in Mr. Wilson’s name, (b) 1,083,750 shares that may be acquired by Mr. Wilson within 60 days of March 31, 2020 pursuant to options, (c) 1,331,574 shares held by the James N. Wilson and Pamela D. Wilson Trust and (d) 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)Includes (a) 8,025 shares held in Mr. Robb’s name, (b) 1,513,750 shares that may be acquired by Mr. Robb within 60 days of March 31, 2020 pursuant to options and (c) 11,205 shares held as custodian for his children under the California Uniform Transfers to Minors Act over which Mr. Robb has voting control.

(12)Includes (a) 1,119,888 shares held by the David L. Mahoney and Winnifred C. Ellis 1998 Family Trust, (b) 50,000 shares held in Mr. Mahoney’s name and (c) 307,916 shares that may be acquired by Mr. Mahoney within 60 days of March 31, 2020 pursuant to options. Mr. Mahoney is a member of our Board.

(13)Includes (a) 50,024 shares held in Mr. Maduck’s name and (b) 1,215,625 shares that may be acquired by Mr. Maduck within 60 days of March 31, 2020 pursuant to options.

(14)Includes 197,916 shares that may be acquired by Mr. Swisher within 60 days of March 31, 2020 pursuant to options.

(15)Includes 133,333 shares that may be acquired by Dr. Grauer within 60 days of March 31, 2020 pursuant to options.

(16)Total number of shares includes common stock held by directors, named executive officers and entities affiliated with directors and named executive officers. See footnotes 8 through 15 above.

~~As 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 ~~2018,~~2019, there were no related party transactions. On February 26, 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. This transaction was 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 continue to receive, for 12 months, his or her base salary and continued health insurance coverage. The agreements also provide for full vesting of the terminated executive’s outstanding equity awards in the event the termination occurs, with or without cause, 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 ~~or occurrence~~ related to the fact that the ~~indemnified~~ 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, and to advance any expenses incurred as a result of any proceeding subject to 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.

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).

Under Section 16(a) of the Exchange Act and SEC rules, our directors, executive officers and beneficial owners of more than 10ten 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, 2018,~~in 2019 such reporting persons met ~~all~~ applicable Section 16(a) ~~filing requirements.~~requirements, with the exception of one late report on Form 3 filed by Dr. Grauer to report his appointment as a Section 16 officer.

Our goal is to offer competitive compensation that rewards good performance in ~~both~~ the short- and long-term. We pay direct compensation consisting of base salary, 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 ~~the~~their compensation ~~decisions we made~~ in ~~2018.~~2019. Our named executive officers for ~~2018~~2019 were Joseph K. Belanoff, M.D., Chief Executive Officer and President; G. Charles Robb, Chief Financial Officer and Secretary; Sean Maduck, Senior Vice President, Commercial; and ~~Robert S. Fishman,~~Andreas Grauer, M.D., Chief Medical ~~Officer.~~Officer, who commenced employment on March 18, 2019.

~~Mr. Maduck was appointed as an executive officer on February 7, 2018. On November 13, 2018, Dr. Fishman announced his intention to resign. His last day at Corcept was January 31, 2019.~~

In ~~2018,~~2019, we achieved significant clinical, commercial and financial goals:

•Demonstrated in a Phase ~~3 trial.~~

•Significantly advanced the clinical development of relacorilant as a potential treatment for ~~two wide-spread, life-threatening diseases - antipsychotic-induced weight gain~~solid tumors, including enrolling patients with advanced ovarian cancer in a controlled, Phase 2 trial and ~~non-alcoholic steatohepatitis (commonly referred~~formulating the development plan for relacorilant as a potential treatment for patients with metastatic pancreatic cancer.

•Increased revenue from $251.2 million in 2018 to ~~as “NASH”).~~$306.5 million in 2019.

~~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, in particular advanced ovarian cancer and metastatic pancreatic cancer.~~

~~Increased revenue from the sale of Korlym~~^® ~~for the treatment of patients with hypercortisolism from $159.2 million in 2017 to $251.2 million in 2018.~~

Executive Compensation ~~2018~~2019 Program Overview

Based on our compensation principles and in light of ~~both~~strong 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 ~~for~~of our named executive officers for ~~2018:~~2019:

Base Salary. Effective February 1, ~~2018,~~2019, the Compensation Committee recommended, and the Board approved, a ~~5.0~~4 percent increase to the annual base ~~salary~~salaries of Dr. Belanoff, ~~a 10.0 percent increases to the annual base salaries of~~ Mr. Robb and Mr. ~~Maduck and a 4.0 percent increase to the~~Maduck. Dr. Grauer’s base salary was set at the start of ~~Mr. Fishman.~~his employment.

Bonuses. In accordance with our practice of awarding cash bonuses for the achievement of significant corporate goals, in February ~~2019,~~2020, we paid bonuses to all employees of the company, including our named executive officers, in recognition of the accomplishments described above.

Equity Awards. In February ~~2018,~~2019, the Compensation Committee recommended, and the Board approved, the grant of options to each of our named executive ~~officers.~~ officers other than Dr. Grauer. In April 2019, Dr. Grauer was granted a new-hire option award in connection with the start of his employment.These awards vest ~~monthly~~ over a four-year period, subject to the named executive officer’s continued employment. The Board made these grants as an incentive for the recipients’ continued service and to align their interests with the interests of the company’s stockholders.

Strong Stockholder Support for our Compensation Decisions

~~Ninety-five~~Stockholder’s controlling ninety-five percent of the ~~voting stockholders~~shares voted at our 2017 annual meeting voted to approve the 2016 compensation of our named executive officers. Fifty-eight percent of the shares voted approved our practice of submitting the compensation of 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 2018.~~in 2018 or 2019. The Compensation Committee’s objective ~~will continue~~continues to be aligning management’s interests in long-term value creation with those of our stockholders’ ~~in long-term value creation. We plan to hold~~. In accordance with our ~~next~~practice on the frequency of advisory ~~vote with respect to~~votes on the compensation of our named executive ~~officer~~officers, we are seeking the approval of our stockholders, on an advisory basis, of our named executive officers’ compensation at ~~our 2020 annual meeting.~~the Annual Meeting.See Proposal 2 in this Proxy Statement.

Compensation Principles and Objectives

Our compensation program is meant to attract, motivate and retain highly-qualified executive officers by paying them competitively and in a manner that reflects ~~Corcept’s~~our performance and their contributions to ~~Corcept’s success.~~it. Each year the Board sets goals designed to link each named executive officer’s compensation to significant increases in Corcept’s long-term value. These goals reference the attainment of research, development, commercial and financial objectives, which the Board evaluates at end of ~~the~~each year. Because drug development can take many years, the largest portion of our named executives’ compensation consists of option grants that are subject to extended vesting periods and reward achievements that increase stockholder value in the long term.

Except for their salaries, compensation for our named executive officers is performance-based. The Compensation Committee determines the structure and amount of performance-based compensation based on ~~the~~ its members’ ~~knowledge~~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 by providing equity awards and bonuses that are tied to company and individual performance in both the short- and long-term;

~~Make sure compensation is competitive by relying on~~•Use the Compensation Committee members’ ~~expertise and~~ many ~~years’~~years of experience with companies both inside and outside the pharmaceutical industry to design competitive compensation programs and awards recognizing that because of ~~our~~Corcept’s business model, there may be few directly comparable companies; and

~~Recognize~~•Take advantage of the fact that ~~optimum compensation practices for a company with~~companies such as Corcept, which has relatively few employees compared to its revenue and the scope of its development programs, can implement compensation programs and practices that larger companies may ~~be substantially different than those for a larger company.~~have difficulty matching.

The ~~Chairman of the Board and the~~ members of the Compensation Committee are seasoned executives of, consultants to, or ~~venture capitalists with investments~~investors in the biotechnology and specialty pharmaceutical industry. Collectively the Chairman of the Board and members of the Compensation Committee ~~in 2018~~ have served as board and compensation committee members of many public and privately held companies including ~~NuGen, Jazz Pharmaceuticals,~~ Aimmune Therapeutics, Symantec, Sunesis Pharmaceuticals, Adamas Pharmaceuticals ~~Intercept Pharmaceuticals, Geron Corporation~~ and Cerus Corporation. As a result, ~~of this extensive involvement in the compensation of executives at 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.

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 ~~reviews~~evaluates the performance of all executives other than himself and makes compensation recommendations regarding them. The Compensation Committee bases its ~~review~~decisions on executive compensation on the Chief Executive Officer’s input, the input of other Board members and on its ~~independent~~own evaluation of the achievements of Corcept and of each ~~executive during the period.~~executive. The Compensation Committee ~~or, with the Compensation Committee’s input, the Board~~ then sets or recommends 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 ~~our~~individuals 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 evaluated~~officers, in light of ~~the Compensation Committee’s~~our 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

Base Salary

The Compensation Committee determines or ~~with Compensation Committee input, the Board determines our executives’~~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 ~~and the Board~~ 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.~~Officer and other Board members. Base salary increases are not determined formulaically. Based on the Compensation Committee’s ~~and the Board’s~~ assessment of market trends, the Compensation Committee recommended and the Board approved ~~the following base salary~~four percent increases ~~effective February 1, 2018: a 5.0 percent increase~~ to the annual base ~~salary~~salaries of Dr. Belanoff, ~~a 10.0 percent increase to the annual salaries of~~ Mr. Robb and Mr. Maduck, effective February 1, 2019, resulting in 2019 annual base salaries of $709,800, $457,600 and ~~a 4.0 percent increase to the~~$457,600, respectively.Dr. Grauer’s annual base salary of ~~Mr. Fishman.~~$457,600 was set at the start of his employment as our Chief Medical Officer in March 2019 as a result of arms’ length negotiations.

Performance-Based Compensation

Cash Bonus. We pay discretionary bonuses annually based on the Compensation Committee’s ~~or, with the Compensation Committee’s input, the Board’s~~ assessment of our ~~company’s~~ achievement of significant corporate goals and the contribution to such achievements of each named executive officer’s contribution to such achievements. The Compensation Committee and the Board believe that the best way to ensure that our executives’ compensation is aligned with our business objectives and the interests of stockholders is to retainofficer. 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, ~~and~~or substantial improvements in our management or operational ~~capabilities.~~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 individual performance. Target bonuses are set based on the Compensation Committee’s assessment of market trends and performance. For 2019, our named executive officers’ target annual bonuses were as follows: Dr. Belanoff: 70% of base salary; Mr. Robb: 45% of base salary; Mr. Maduck: 45% of base salary; and Dr. Grauer: 45% of base salary. For Dr. Belanoff, Mr. Robb and Mr. Maduck, such target bonuses remained unchanged from their levels in 2018. Dr. Grauer’s target bonus was set at the start of his employment with us based on arms’ length negotiations, and for 2019, was subject to proration based on his partial year of employment.

In February ~~2019,~~2020, the Compensation Committee ~~and the Board~~ 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~~goals and ~~the Board reviewed~~identified the accomplishments set forth in the Executive Summary ~~above, including generation of strong positive efficacy~~above. These include: (i) opening clinical sites and ~~safety data~~enrolling patients in the ~~Phase 2 trial~~United States, Europe and ~~initiation of~~Israel in the Phase 3 trial of relacorilant ~~to treat~~as a potential treatment for patients with ~~hypercortisolism, successful completion of the~~Cushing’s syndrome; (ii) preparing to start a Phase 13 trial of ~~CORT118335, generation of encouraging data~~relacorilant in ~~our~~patients whose Cushing’s syndrome is caused by adrenal adenomas; (iii) demonstrating in a Phase 1/1b trial that miricorilant is active in mitigating antipsychotic-induced weight gain; (iv) enrolling patients in a Phase 2 trial of miricorilant for the reversal of recent antipsychotic-induced weight gain; (v) significantly advancing the clinical development of relacorilant, ~~to treat~~in combination with the chemotherapeutic agent nab-paclitaxel, as a potential treatment for patients with ~~a variety of solid tumors, in particular~~ advanced ovarian cancer and metastatic pancreatic ~~cancer,~~cancer; and (vi) significant growth in our revenue, cash and investments. In light of these achievements, the Compensation Committee recommended, and the Board approved, corporate performance at 150 percent of target and bonus payments in the following amounts: Dr. Belanoff: ~~$477,750;~~$745,290; Mr. Robb: $308,881; Mr. Maduck: ~~$198,000; Mr. Robb: $237,600;~~$308,881; and Dr. ~~Fishman: $200,529.~~Grauer: $243,720.

Long-Term Equity Incentive Program. ~~All of our employees, including our~~Our named executive officers are eligible to receive grants of stock options under our 2012 Incentive Award Plan. We believe that equity incentives 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 options~~we believe they maximize ~~an executive’s~~the incentive to increase stockholder value, since there is no financial gain ~~to an executive officer~~ unless our stock price ~~appreciates and the full value of the option award is only realized if any stock price increase is sustained over the award’s vesting period.~~appreciates.

The Compensation Committee ~~and~~or the Board typically grant stock options ~~upon~~when a named executive officer ~~joining our company~~joins Corcept and ~~once per year~~then annually in connection with its ~~determination~~evaluation of the named executive officer’s potential future performance. The Compensation Committee ~~and~~or the Board also typically grant stock options following a significant change in job responsibility or in recognition of a significant achievement. The Compensation Committee ~~or, with input from the Compensation Committee, the~~

~~Board~~ 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 responsibilities and anticipated contributions to achievement of our goals, the value of the stock option at the time of grant and the Compensation Committee’s or the Board’s understanding of industry practices and norms and other competitive factors. The relative weight given to each of these considerations is at the Compensation Committee’s ~~or the Board’s~~ discretion. There is no set formula.

To ~~maximize the incentive for~~incentivize continued employment, stock options granted to our named executive officers generally vest over four ~~years, measured from the date of grant.~~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 is set at ~~100 percent of the~~our common stock’s fair market value ~~of our stock~~ on the date of grant.

In February ~~2018,~~2019, the Compensation Committee recommended, and the Board approved, grants of options to our named executive officers to purchase shares of our common stock as follows: 475,000 shares to Dr. Belanoff; 200,000 shares to Mr. Maduck; 200,000 shares to Mr. Robb; and 150,000 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: 475,000 shares; Mr. Robb, 250,000 shares; and Mr. Maduck, 200,000 shares. 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 April 2019, in connection with Dr. Grauer’s commencement of employment as the Company’s Chief Medical Officer, the Board granted to Dr. Grauer an option to purchase 425,000 shares of the Company’s common stock. The option vests with respect to 25 percent of the shares subject to the grant on March 19, 2020, and then in 36 equal installments on each monthly anniversary thereafter, subject to Dr. Grauer’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 a change in the control of our company and to help ensure a smooth transition should such a change in control occur. The terms of ~~the~~these 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.

Other Elements of Compensation

Our executives are eligible to receive retirement and insurance benefits on the same terms as our other 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 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 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. We also provided to Dr. Grauer a tax-gross up for the reimbursement of his temporary housing in 2019. 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

Our policy is to grant stock option awards ~~based on the fair market value as of the date of grant. The~~ with anexercise price ~~for each stock option grant is based on~~equal to the last quoted price per share on the Nasdaq Capital Market on the date of grant. We do not ~~have not and do not intend 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 certain transactions in our stock, including short sales, and in derivative securities related to our stock. For a detailed description, see “Prohibition of Employee, Officer and Director Hedging,” above.

2019 Summary Compensation Table

The following table provides compensation information for the years ended December 31, 2019, 2018 ~~2017~~ and ~~2016~~2017 for each of our named executive officers.


Name and Principal Position	Year	Base Salary ($)	Bonus ($)	Option Awards (1) ($)	All Other Compensation (3) ($)	Total ($)
Joseph K. Belanoff, M.D.,	2019	707,525	745,290	3,506,155	—	4,958,970
Chief Executive Officer and	2018	679,792	477,750	5,157,075	—	6,314,617
President	2017	647,333	702,000	2,922,119	—	4,271,452
Charles Robb,	2019	456,133	308,881	1,845,345	—	2,610,359
Chief Financial Officer and	2018	436,667	237,600	2,171,400	—	2,845,667
Secretary	2017	397,929	320,000	1,062,589	—	1,780,518
Sean Maduck,	2019	456,133	308,881	1,476,276	—	2,241,290
Senior Vice President,	2018	436,667	198,000	2,171,400	—	2,806,067
Commercial	2017	397,917	320,000	2,036,818	—	2,754,735
Andreas Grauer, M.D.	2019	362,267	243,720	3,115,335	78,245	3,799,567
Chief Medical Officer (2)

Name and Principal Position Year
Base Salary
($)

Bonus
($)

Option
Awards (1)
($)

All Other
Compensation
($)

Total
($)
Joseph K. Belanoff, M.D., 2018 679,792
477,750
5,157,075
—
6,314,617
Chief Executive Officer and 2017 647,333
702,000
2,922,119
—
4,271,452
President 2016 615,000
444,960
1,382,390
—
2,442,350
G. Charles Robb, 2018 436,667
237,600
2,171,400
—
2,845,667
Chief Financial Officer and 2017 397,929
320,000
1,062,589
—
1,780,518
Secretary 2016 374,685
150,000
377,015
—
901,700
Sean Maduck, 2018 436,667
198,000
2,171,400
—
2,806,067
Senior Vice President, 2017 397,917
320,000
2,036,818
—
2,754,735
Commercial —
Robert S. Fishman, M.D. 2018 444,192
200,529
1,628,550
—
2,273,271
Former Chief Medical Officer (2) 2017 427,107
171,672
531,294
—
1,130,073
2016 411,363
130,000
234,067
—
775,430
(1)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 Financial Statements, Note 8 – “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, 2019.

(2)Dr. Grauer was hired as our Chief Medical Officer on March 18, 2019.

~~(1)~~

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 Financial Statements, Note 8 – “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, 2018.


~~(2)~~	~~Dr. Fishman resigned as our Chief Medical Officer effective January 31, 2019.~~

(3)Represents (i) reimbursements of $17,287 for the movement of household goods and other relocation expenses; (ii) $39,879 reimbursed for temporary housing; and (iii) $21,079 in the amount of a tax gross-up relating to the temporary housing benefit, in each case, provided to Dr. Grauer in connection with his commencement of employment with us.

Grants of Plan-Based Awards During ~~2018~~2019

The following table summarizes the grants of option awards we made to the named executive officers in ~~2018.~~2019.

Name

Grant Date

All Other
Option Awards:
Number of Securities
Underlying Options
(no. of shares)

Exercise Price of
Option Awards
($/share)

Grant Date Fair Value

of Option

Awards (3)

($)

Joseph K. Belanoff, M.D.

2/8/2019

475,000 ⁽¹⁾

11.35

3,506,155

Charles Robb

2/8/2019

250,000 ⁽¹⁾

11.35

1,845,345

Sean Maduck

2/8/2019

200,000 ⁽¹⁾

11.35

1,476,276

Andreas Grauer, M.D.

4/1/2019

425,000 ⁽²⁾

11.29

3,115,335

(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)Twenty-five percent of this stock option vests on the one-year anniversary of grant and the remainder of the stock option vests in 36 equal installments on each monthly anniversary of the grant date thereafter until fully vested, subject to the terms and conditions of the option award agreement.

(3)The amount reported constitutes the grant date fair value of the option award, calculated in accordance with FASB ASC Topic 718. Refer to Note 8 “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, 2019 for the relevant assumptions used to determine the valuation of our option awards.

Name Grant Date
All Other Option Awards:
Number of Securities
Underlying Options (1)
(#)

Exercise Price or
Base Price of
Option Awards
($/Sh)

Grant Date Fair Value
of Stock and Option
Awards(2)
($)
Joseph K. Belanoff, M.D. 2/7/2018 475,000 16.52 5,157,075
G. Charles Robb 2/7/2018 200,000 16.52 2,171,400
Sean Maduck 2/7/2018 200,000 16.52 2,171,400
Robert S. Fishman, M.D. 2/7/2018 150,000 16.52 1,628,550


~~(1)~~	The stock options vest over a four year period at the rate of 2.08334 percent 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 Note 8 “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, 2018 for the relevant assumptions used to determine the valuation of our option awards.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes ~~unexercised~~outstanding options ~~that have not vested and related information~~ for each of our named executive officers as of December 31, ~~2018.~~2019. 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		Vesting Commencement	Number of Shares Underlying Unexercised Options Exercisable	Number of Shares Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration
Name	Date (1)	(#)	(#)	($)		Date	Name	Date (1)	(no. of shares)	(no. of shares)	($/share)		Date
Joseph K. Belanoff, M.D.	3/26/2009	282,885	—	$	1.19	3/26/2019	Joseph K. Belanoff, M.D.	5/19/2011	800,000	—	$	4.42	5/19/2021
	5/19/2011	800,000	—	$	4.42	5/19/2021		1/30/2013	800,000	—	$	2.08	1/30/2023
	2/17/2012	500,000	—	$	1.19	3/26/2019		2/18/2015	450,000	—	$	3.29	2/18/2025
	1/30/2013	800,000	—	$	2.08	1/30/2023		2/26/2016	527,083	22,917	$	3.88	2/26/2026
	2/18/2015	431,250	18,750	$	3.29	2/18/2025		2/10/2017	389,583	160,417	$	8.27	2/10/2027
	2/26/2016	389,583	160,417	$	3.88	2/26/2026		2/7/2018	217,708	257,292	$	16.52	2/7/2028
	2/10/2017	252,083	297,917	$	8.27	2/10/2027		2/8/2019	98,958	376,042	$	11.35	2/8/2029
Charles Robb							Charles Robb	9/1/2011	600,000	—	$	2.70	9/1/2021
	2/7/2018	98,958	376,042	$	16.52	2/7/2028		1/30/2013	200,000	—	$	2.08	1/30/2023
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	45,000	—	$	1.92	11/19/2023
	11/19/2013	75,000	—	$	1.92	11/19/2023		2/18/2015	150,000	—	$	3.29	2/18/2025
	2/18/2015	143,750	6,250	$	3.29	2/18/2025		2/26/2016	143,750	6,250	$	3.88	2/26/2026
	2/26/2016	106,250	43,750	$	3.88	2/26/2026		2/10/2017	141,666	58,334	$	8.27	2/10/2027
	2/10/2017	91,666	108,334	$	8.27	2/10/2027		2/7/2018	91,666	108,334	$	16.52	2/7/2028
	2/7/2018	41,666	158,334	$	16.52	2/7/2028		2/8/2019	52,083	197,917	$	11.35	2/8/2029
Sean Maduck	11/1/2012	25,000	—	$	2.24	11/1/2022	Sean Maduck	11/1/2012	25,000	—	$	2.24	11/1/2022
	1/30/2013	20,000	—	$	2.08	1/30/2023		1/30/2013	20,000	—	$	2.08	1/30/2023
	10/16/2013	25,000	—	$	1.92	11/19/2023		10/16/2013	25,000	—	$	1.92	11/19/2023
	2/6/2014	40,000	—	$	3.02	2/6/2024		2/6/2014	40,000	—	$	3.02	2/6/2024
	8/1/2014	55,009	—	$	2.61	8/1/2024		8/1/2014	55,009	—	$	2.61	8/1/2024
	2/18/2015	224,574	10,417	$	3.29	2/18/2025		2/18/2015	234,991	—	$	3.29	2/18/2025
	2/26/2016	106,250	43,750	$	3.88	2/26/2026		2/26/2016	143,750	6,250	$	3.88	2/26/2026
	4/27/2016	100,000	50,000	$	5.05	5/2/2026		4/27/2016	137,500	12,500	$	5.05	5/2/2026
	2/10/2017	183,333	216,667	$	8.27	2/10/2027		2/10/2017	283,333	116,667	$	8.27	2/10/2027
	2/7/2018	41,666	158,334	$	16.52	2/7/2028		2/7/2018	91,666	108,334	$	16.52	2/7/2028
Robert S. Fishman, M.D.	9/28/2015	249,312	79,688	$	3.51	9/29/2025
	2/26/2016	70,833	29,167	$	3.88	2/26/2026		2/8/2019	41,666	158,334	$	11.35	2/8/2029
	2/10/2017	45,833	54,167	$	8.27	2/10/2017
	2/7/2018	31,250	118,750	$	16.52	2/7/2028
Andreas Grauer, M.D.							Andreas Grauer, M.D.	3/18/2019	—	425,000	$	11.29	3/18/2029


~~(1)~~	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 services through the applicable vesting date.

(1)Except the grant to Dr. Grauer, which vested with respect to 25 percent of the shares on March 19, 2020 and vests in 36 equal monthly installments after that, subject to his continued employment through the monthly vesting date, each unvested option vests and becomes exercisable in equal monthly installments through the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued employment through the monthly vesting date.

Option Exercises in ~~2018~~2019

The following table includes certain information with regard to options exercised by our named executive officers during ~~2018.~~2019.


Option Awards
Name	Number of Shares Acquired On Exercise (no. of shares)	Value Realized on Exercise ($)(1)
Joseph K. Belanoff, M.D. (2)	782,885	8,408,185
Charles Robb	30,000	354,428

(1)The value realized on exercise represents, for each share exercised, the excess of the closing trading price of our common stock on the date of exercise over the exercise price of the option.

(2)The shares acquired on exercise by Dr. Belanoff were issued as part of a net exercise whereby 427,528 shares were retained by us to satisfy the exercise price and statutory withholding requirements.

Option Exercise
Name
Number of Shares Acquired
On Exercise
(#)

Value Realized on Exercise
($)(1)
Joseph K. Belanoff, M.D. 217,115 3,443,444
Robert S. Fishman, M.D. 88,000 1,086,560
Sean Maduck 80,000 1,159,394
G. Charles Robb 25,000 378,250


~~(1)~~	~~The value realized on the exercise represents the excess of the closing price of our common stock on the date of exercise over the exercise price of the shares.~~

Pension Benefits

None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.

Nonqualified Deferred Compensation

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 agreements~~They provide that if the executive’s employment is terminated by us without “cause” or by the executive for “good reason” (as each term is defined in the agreements) prior to or more than 18 months following a change in control, the executive will be eligible to receive 12 months of his or her then-current base salary, payable in substantially equal installments in accordance with the company’s customary payroll procedures and continued health insurance coverage for up to 12 months following the date of termination. In addition, the agreements provide that in the event the executive’s employment is terminated by us without “cause” or by the executive for “good reason” within 18 months following a change in control, the executive will be eligible to receive an amount equal to 12 months of his or her then-current base salary payable in a lump sum, continued health insurance coverage for up to 12 months following the date of termination, and full vesting of all outstanding equity awards. The receipt of any severance will be subject to the executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to us within 60 days following executive’s termination of employment. No severance will be paid or provided until the separation agreement and release of claims becomes effective.

The following table reflects compensation payable to each of Drs. Belanoff and ~~Fishman~~Grauer and Messrs. Robb and Maduck 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, ~~2018~~2019 or (ii) a change in control of our company occurred and the named executive officer experienced a qualifying termination on December 31, ~~2018.~~2019.

(1)For unvested options held by named executive officers as of December 31, 2019, the value ascribed to the accelerated vesting benefit under the Severance and Change in Control Agreements is calculated by multiplying any excess in the closing price for our company’s common stock on the Nasdaq Stock Market as of December 31, 2019, $12.10, over the exercise price of the option grant, times the number of unvested shares subject to the option 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.

The following table provides information as of December 31, ~~2018~~2019 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.

Number of Securities

Remaining Available for

Future Issuance Under

Securities Reflected in

Number of Securities

Remaining Available for

Future Issuance Under

Securities Reflected in

(1)Represents shares of common stock remaining available for future issuance under our 2012 Incentive Award Plan as of December 31, 2019.

(2)The 2012 Incentive Award Plan contains an “evergreen” provision that allows for an 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 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, 2020, the Board authorized an “evergreen” increase in the shares available for grant under the 2012 Plan to be equivalent to 4 percent of the shares of our common stock outstanding on December 31, 2019, which represented an increase of 4,581,942 shares to the plan.

The following table provides compensation information, for the one-year period ended December 31, ~~2018,~~2019, for each non-employee member of our Board. Dr. Belanoff is not provided additional compensation for his service on our Board.

(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 Financial Statements, Note 8 – “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, 2019.

(2)As of December 31, 2019, our non-employee directors held options outstanding to purchase the following number of shares: Mr. Baker: 290,000; Mr. Bradbury: 245,000; Mr. Swisher: 200,000; Mr. Mahoney: 310,000; and Mr. Wilson: 1,090,000 shares. During 2019, Mr. Wilson, as chairman of the board, was granted an option to purchase 75,000 shares with a grant date fair value of $505,933, Messrs. Baker, Swisher and Mahoney were each granted an option to purchase 25,000 shares with a grant date fair value of $168,645. All of these awards vest pro-rata over a one-year period at the rate of 8.3334 percent on the monthly anniversary of the date of grant, subject to continued service.

(3)Mr. Bradbury did not stand for reelection at our 2019 annual meeting.



Table of Contents

PROXY STATEMENT			1
NOMINEES TO BOARD OF DIRECTORS			34
DIRECTOR NOMINATION			56
BOARD MEETINGS AND COMMITTEES			67
BOARD LEADERSHIP ~~STRUCTURE~~ AND ROLE IN RISK OVERSIGHT			78
COMMUNICATIONS WITH DIRECTORS			89
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			89
INFORMATION ~~CONCERNING~~ABOUT OUR EXECUTIVE OFFICERS			89
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			910
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			1112
CODE OF ETHICS			1112
~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING			1112
~~EXECUTIVE COMPENSATION~~DELINQUENT SECTION 16(A) REPORTS			12
EXECUTIVE COMPENSATION			13
EQUITY COMPENSATION PLAN INFORMATION			2022
DIRECTOR COMPENSATION			2022
COMPENSATION COMMITTEE REPORT			2224
REPORT OF THE AUDIT COMMITTEE			2325
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			2426
PROPOSALS TO BE ACTED UPON AT THE 2020 ANNUAL MEETING			2527
OTHER MATTERS			2528
STOCKHOLDER PROPOSALS FOR THE ~~2020~~202 1 ANNUAL MEETING			2629
AVAILABLE INFORMATION			2730


	(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	22,827,174	$	7.72	7,725,176	(1)(2)	Equity compensation plans approved by stockholders	23,600,627	$	8.77	8,623,981	(1)(2)
Equity compensation plans not approved by stockholders	—	—		—		Equity compensation plans not approved by stockholders	—	—		—
Total	22,827,174	$	7.72	7,725,176		Total	23,600,627	$	8.77	8,623,981


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	638,669	758,669	James N. Wilson	125,128	505,933	631,061
G. Leonard Baker, Jr.	55,000	212,889	267,889	G. Leonard Baker, Jr.	66,336	168,644	234,980
Daniel M. Bradbury	52,375	212,889	265,264
Daniel M. Bradbury (3)				Daniel M. Bradbury (3)	29,095	—	29,095
Daniel N. Swisher, Jr.	67,375	212,889	280,264	Daniel N. Swisher, Jr.	80,172	168,644	248,816
David L. Mahoney	60,000	212,889	272,889	David L. Mahoney	73,017	168,644	241,661
Renée D. Galá	55,000	212,889	267,889
Renée D. Galá (4)				Renée D. Galá (4)	30,259	—	30,259
Kimberly Park (5)				Kimberly Park (5)	18,778	517,397	536,175


~~(3)~~	~~Member of Corporate Governance and Nominating Committee~~


Name of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)	Percentage of Shares Beneficially Owned
5 percent Stockholders
BlackRock, Inc. (3)	15,920,086	13.9%
Vanguard Group Inc. (4)	10,948,746	9.6%
Federated Investors, Inc. and affiliated entities (5)	8,874,400	7.7%
Ingalls & Snyder, LLC and affiliated entities (6)	8,285,930	7.2%
Renaissance Technologies (7)	7,768,214	6.8%
Directors and Named Executive Officers
Joseph K. Belanoff, M.D. (8)	5,992,963	5.1%
G. Leonard Baker, Jr. (9)	5,354,602	4.7%
James N. Wilson (10)	3,562,637	3.1%
Charles Robb (11)	1,532,980	1.3%
David L. Mahoney (12)	1,477,804	1.3%
Sean Maduck (13)	1,265,649	1.1%
Daniel N. Swisher, Jr. (14)	197,916	*
Andreas Grauer, M.D. (15)	133,333	*
Kimberly Park	—	*
Gregg Alton	—	*
All directors and named executive officers as a group (10 persons) (16)	19,517,884	16.4%


~~(1)~~	~~Unless otherwise indicated, the address of each of the named individuals is c/o Corcept Therapeutics, 149 Commonwealth Drive, Menlo Park, California 94025.~~


~~(3)~~	Information regarding the holdings of Blackrock, Inc., or Blackrock, is based on information obtained from Amendment No. 3 to Schedule 13G filed by Blackrock with respect to its holdings as of December 31, 2018. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.


~~(5)~~	Information regarding the holdings of Vanguard Group Inc., or Vanguard, is based on information obtained from Amendment No. 1 to Schedule 13G filed by Vanguard with respect to its holdings as of December 31, 2018. The address for Vanguard is PO Box 2600, V26, Valley Forge, PA 19482.


~~(8)~~	~~Includes 2,984,374 shares that may be acquired by Dr. Belanoff within 60 days of March 31, 2019 pursuant to options.~~


~~(11)~~	Includes (a) 1,119,888 shares held by the David L. Mahoney and Winnifred C. Ellis 1998 Family Trust and (b) 335,000 shares that may be acquired by Mr. Mahoney within 60 days of March 31, 2019 pursuant to options. Mr. Mahoney is a member of our Board.


~~(12)~~	Includes (a) 8,025 shares held in Mr. Robb’s name, (b) 1,337,500 shares that may be acquired by Mr. Robb within 60 days of March 31, 2019 pursuant to options and (c) 8,205 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) 50,024 shares held in Mr. Maduck’s name and (b) 937,500 shares that may be acquired by Mr. Maduck within 60 days of March 31, 2019 pursuant to options.~~


~~(14)~~	Consists of (a) 130,575 shares held in the name of BioBrit, LLC, over which Mr. Bradbury has voting and investment power, and (b) 245,000 shares that may be acquired by Mr. Bradbury within 60 days of March 31, 2019 pursuant to options.


~~(15)~~	~~Includes 173,541 shares that may be acquired by Mr. Swisher within 60 days of March 31, 2019 pursuant to options.~~


~~(16)~~	~~Includes (a) 10,000 shares held in Ms. Galá’s name and (b) 106,041 shares that may be acquired by Ms. Galá within 60 days of March 31, 2019 pursuant to options.~~


~~(17)~~	~~Includes 88,373 shares that may be acquired by Mr. Fishman within 60 days of March 31, 2019 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 8 through 17 above.~~



Name	Grant Date	All Other Option Awards: Number of Securities Underlying Options (1) (#)	Exercise Price or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(2) ($)
Joseph K. Belanoff, M.D.	2/7/2018	475,000	16.52	5,157,075
G. Charles Robb	2/7/2018	200,000	16.52	2,171,400
Sean Maduck	2/7/2018	200,000	16.52	2,171,400
Robert S. Fishman, M.D.	2/7/2018	150,000	16.52	1,628,550



	Option Exercise
Name	Number of Shares Acquired On Exercise (#)	Value Realized on Exercise ($)(1)
Joseph K. Belanoff, M.D.	217,115	3,443,444
Robert S. Fishman, M.D.	88,000	1,086,560
Sean Maduck	80,000	1,159,394
G. Charles Robb	25,000	378,250


Name	Benefit	Termination For Any Reason Outside of a Change in Control		Termination For Any Reason Within 18 Months Following a Change in Control				Name	Benefit	Termination For Any Reason Outside of a Change in Control		Termination For Any Reason Within 18 Months Following a Change in Control
Joseph K. Belanoff, M.D.	Base Salary	$	679,792	$	679,792			Joseph K. Belanoff, M.D.	Base Salary	707,525		$	707,525
	Accelerated Vesting of Stock Options	—		$	3,225,963	(1	)		Accelerated Vesting of Stock Options	—		$	1,084,806	(1)
	Health Benefit	$	29,605	$	29,605				Health Insurance Benefit	$	31,152	$	31,152
	Total	$	709,397	$	3,935,360				Total	$	738,677	$	1,823,483
G. Charles Robb	Base Salary	$	436,667	$	436,667
Charles Robb								Charles Robb	Base Salary	456,133		$	456,133
	Accelerated Vesting of Stock Options	—		$	1,029,108	(1	)		Accelerated Vesting of Stock Options	—		$	423,232	(1)
	Health Benefit	$	21,266	$	21,266				Health Benefit	$	22,397	$	22,397
	Total	$	457,933	$	1,487,041				Total	$	478,530	$	901,762
Sean Maduck	Base Salary	$	436,667	$	436,667			Sean Maduck	Base Salary	$	456,133	$	456,133
	Accelerated Vesting of Stock Options	—		$	2,037,984	(1	)		Accelerated Vesting of Stock Options	—		$	705,085	(1)
	Health Benefit	$	29,605	$	29,605				Health Insurance Benefit	$	31,152	$	31,152
	Total	$	466,272	$	2,504,256				Total	$	487,285	$	1,192,370
Robert S. Fishman, M.D.	Base Salary	$	444,192	$	444,192
Andreas Grauer, M.D.								Andreas Grauer, M.D.	Base Salary	$	362,267	$	362,267
	Accelerated Vesting of Stock Options	—		$	1,337,140	(1	)		Accelerated Vesting of Stock Options	—		$	344,250	(1)
	Health Benefit	$	29,605	$	29,605				Health Insurance Benefit	$	21,169	$	21,169
	Total	$	473,797	$	1,810,937				Total	$	383,436	$	727,686


~~(1)~~	~~Represents shares of common stock remaining available for future issuance under our 2012 Incentive Award Plan as of December 31, 2018.~~




Compensation Committee

David L. Mahoney, Chairman
G. Leonard Baker, Jr.~~, Chairman~~
~~Daniel M. Bradbury~~
Daniel N. Swisher, Jr.



*			The material in this report is not soliciting material, and is not deemed filed with the SEC.




Audit Committee

Daniel N Swisher, Jr., Chairman
~~Renée D. Galá~~
David L. Mahoney
Kimberly Park

Median employee

~~$681,316~~

$4,958,970

~~$6,314,617~~