HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
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| APPENDIX A | A-1 |
Corcept Therapeutics Incorporated
Menlo Park, California 94025
650-327-3270
PROXY STATEMENT
SPECIAL
2023 ANNUAL MEETING OF STOCKHOLDERS
Corcept Therapeutics Incorporated (the “Company”) is
General
We are furnishing this
Proxy Statementproxy statement and the enclosed proxy in connection with the solicitation of proxies by
theour Board of Directors
of the Company (the
“Board”“Board”) for use at the
SpecialAnnual Meeting of Stockholders
of Corcept Therapeutics Incorporated (the “Company” or “Corcept”) to be held on
September 24, 2007Friday, May 19, 2023 at
10:007:30 a.m. local time,
at the Company’s headquarters located at 149 Commonwealth Drive, Menlo Park, California 94025 and at any adjournments thereof (the
“Special Meeting”“2023 Annual Meeting”).
These materialsThis proxy statement and accompanying proxy card are being
first mailed to stockholders on or about
September 14, 2007.April 17, 2023.
Who Can Vote
Only holders of the Company’sour common stock as ofat the close of business on September 11, 2007April 6, 2023 (the “Record Date”“Record Date”) are entitled to vote at the Special2023 Annual Meeting. Stockholders who holdIf a bank, broker or other intermediary is the record holder of your stock on the Record Date, that is, your shares of the Company’s common stockare held in “street name” may vote at the Special Meeting only if they holdname,” you must obtain and submit a validlegal proxy from their broker. your broker or other intermediary as the record holder, if you wish to attend the meeting in-person and vote your shares at that time.
Shares Outstanding and Quorum
As of the Record Date, there were
38,356,763 shares of
our common stock outstanding.
A majority of the outstanding shares of our common stock entitled to vote at the Special2023 Annual Meeting must be present in person or by proxy, in order for there to be a quorum at the meeting. On the Record Date, we had 38,356,763 shares of Common Stock issued and outstanding. Of that amount, a total of 952,380 shares that are held by Paperboy Ventures, LLC are not entitled to vote at the Special Meeting under Nasdaq Rule 4350(i)(1)(B) and therefore will not be counted in determining whetherIf a quorum is not present at the Special Meeting. Accordingly, a totalmeeting, the chairman of at least 18,702,192the meeting may adjourn the meeting to another place, date or time. Shares are considered “present” if voted by the holder of those shares of our Common Stock must be present at the Special Meeting in person or by proxy to constitute a quorum. Atduring the Special Meeting, the affirmative vote of the majority of the shares of common stock present or represented and entitled to vote at the Special Meeting is required for approval of the Proposal.2023 Annual Meeting. Stockholders of record who are present at the meeting in person or by proxy, and who withhold votes or abstain from voting including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting,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.
Except as described in the paragraph above, each
Voting Rights
Each stockholder of record is entitled to one vote at the Special2023 Annual Meeting for each share of common stock held by such stockholder on the Record Date. Stockholders do not have cumulative voting rights. Stockholders may vote their shares by usingfollowing the instructions listed in the proxy card enclosed with this Proxy Statement. You may also vote your shares by telephone or by Internet as describedother materials received on your proxy card.how to vote. All proxy cards received by the Companyproxies 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 cards.proxy. If a signed proxy card is received which does not specify a vote, or an abstention, the shares represented by that proxy card will be voted (a) for each of the nominees to the Board listed on the proxy card and in this proxy statement, (b) for the Proposal. The Company isratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, (c) for the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, (d) for, on an advisory basis, three years as the frequency of future advisory votes by the stockholders to approve the compensation of our named executive officers and (e) for the approval of the Corcept Therapeutics Incorporated Amended and Restated Certificate of Incorporation. We are not aware, as of the date hereof, of any matters to be voted upon at the Special2023 Annual Meeting other than those stated in this Proxy Statementproxy statement and the accompanying Notice of SpecialAnnual Meeting of Stockholders. If any other matters are properly brought before the Special2023 Annual Meeting, the enclosed proxy card gives discretionarypersons acting as proxies will have authority to vote on those matters in their discretion.
Votes Required to Approve Each Proposal
If a quorum exists at the persons named as proxies2023 Annual Meeting, the stockholders will be entitled to vote on the shares representedfollowing proposals:
•election of directors (Proposal No. 1);
•ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 (Proposal No. 2);
•the advisory vote to approve the compensation of our named executive officers (Proposal No. 3);
•the option, on an advisory basis, of one year, two years or three years that receives a majority of the votes cast by stockholders will be the frequency of future advisory votes by the proxy card in their discretion.Under Delaware lawstockholders to approve the compensation of our named executive officers (Proposal No. 4); and
•approval of the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation and Bylaws, if a quorum exists atto reflect Delaware law provisions allowing officer exculpation (Proposal No. 5).
For the Special Meeting, the Proposalelection of directors (Proposal No. 1), directors will be approved if it receiveselected by a plurality of the votes cast, which means that the nine director nominees who receive the highest number of votes “FOR” their election will be elected. As a result, only “FOR” votes will affect the outcome, and any shares abstained from voting “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election.
For the proposal to amend the Company’s Amended and Restated Certificate of Incorporation (Proposal No. 5), the affirmative vote of the
holders of a majority of
theoutstanding shares of
our common stock
present or represented and entitled to vote at the
Special Meeting.1
meeting will be required for approval. Abstentions and broker non-votes will have the effect of a vote against this proposal.
Adoption of each of the other proposals (Proposal No. 2, Proposal No. 3 and Proposal No. 4), requires the affirmative vote of a majority of the votes cast affirmatively or negatively, meaning that the number of shares voted “FOR” a proposal must exceed the number of shares voted “against” such proposal. Abstentions and broker non-votes will have no impact on the outcome of Proposal because approvalNo. 2, Proposal No. 3 or Proposal No. 4.
Revocability of
the Proposal is based solely on the number of votes actually cast.Proxies
A stockholder of record may revoke a proxy at any time before it is voted at the
Special2023 Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of
the Companyour company at 149 Commonwealth Drive, Menlo Park, California 94025 or (b) attending the
Special2023 Annual Meeting and voting
in person.at the meeting by following the instructions above. Attendance at the
Special2023 Annual Meeting will not revoke a proxy unless the stockholder
actually votes
in personin-person at the meeting.
Solicitation of Proxies
The proxy card accompanying this
Proxy Statementproxy statement is solicited by
theour Board.
The Company will pay all of the costs of soliciting proxies. In addition to solicitation by mail,
our officers, directors and employees
of the Company may solicit proxies personally or by telephone without receiving additional compensation.
The Company, ifIf requested,
we will pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners
for theirthe reasonable out-of-pocket
expensescost of forwarding
these materialsthe proxy statement and proxy card to stockholders.
PROPOSAL
APPROVAL OF THE ISSUANCE AND SALE OF COMMON STOCK
Interests of Our Directors and Officers in the Proposals
Each member of our Board has an interest in Proposal No. 1 (Election of Directors), as each nominee is currently a member of our Board. Members of our Board and our executive officers do not have any interest in Proposal No. 2 (Ratification of Appointment of Independent Registered Public Accounting Firm). Our executive officers who constitute our named executed officers each have an interest in Proposal No. 3 (Advisory Vote to approve the Compensation of the Named Executive Officers) and Proposal No. 4 (Advisory Vote on the Frequency of the Vote on Compensation of Named Executive Officers), as their compensation is subject to the advisory vote on named executive officer compensation. Our executive officers have an interest in Proposal No. 5 (Approval of the Amendment and Restatement of the Company’s Amended and Restated Certificate of Incorporation to Reflect Delaware Law Provisions Allowing Officer Exculpation), as the proposed changes to the Company’s Amended and Restated Certificate of Incorporation would exculpate our executive officers from liability in specific circumstances.
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 are askingdo not “household” for any of our stockholders to consider and approve the issuance and sale of 1,190,476record. 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 Common Stockproxy statement to Paperboy Ventures, LLC,multiple stockholders of the same household who is currentlyshare 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
largest stockholder.Background
On August 16, 2007, we entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) withproxy materials.
NOMINEES TO BOARD OF DIRECTORS
At the purchasers2023 Annual Meeting, the stockholders will vote on the election of nine directors, each to serve until the annual meeting of stockholders in 2024 and until their successors are duly elected and qualified. There are no family relationships among any of our directors or named therein (the “Purchasers”). Pursuantexecutive officers.
The name, age at March 31, 2023 and principal occupation of each person nominated for election to the Purchase Agreement,Board, all of whom currently serve as our directors, are set forth below:
| | | | | | | | | | | | | | |
| Name | | Age | | Occupation |
| Joseph K. Belanoff, M.D. | | 65 | | Chief Executive Officer and President |
| James N. Wilson (1) | | 79 | | Chairman of the Board |
| Gregg Alton (2) (3) | | 57 | | Former Chief Patient Officer of Gilead Sciences, Inc. |
| G. Leonard Baker, Jr. (1) (2) | | 80 | | Venture Capitalist |
| Gillian M. Cannon, Ph.D. (1) (3) | | 59 | | Head of Commercial Innovation at Roivant Sciences |
| David L. Mahoney (2) (3) | | 68 | | Private Investor |
| Joshua M. Murray (3) | | 39 | | Chief Financial Officer and Head of Strategy of Orca Bio |
| Kimberly Park (1) | | 59 | | Former Global Vice President of Merck & Co. |
| Daniel N. Swisher, Jr. (2) | | 60 | | President and Chief Operating Officer of Jazz Pharmaceuticals plc |
| | | | | |
| (1) | Member of Corporate Governance and Nominating Committee |
| (2) | Member of Compensation Committee |
| (3) | Member of Audit Committee |
Our director nominees have acted throughout their careers with integrity, honesty and adherence to high ethical standards and have demonstrated business acumen and sound judgment we agreed to sell an aggregate of 4,790,473 sharesbelieve will benefit Corcept.
Joseph K. Belanoff, M.D. is a co-founder of our common stockcompany 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 the purchasers throughour Board a private placement (the “Private Placement”) atdeep knowledge of our research and development programs and commercial operations. He also has expertise in drug discovery and development and clinical medicine.
James N. Wilson has served as a pricedirector and as Chairman of $2.10 per share, for aggregate proceeds of approximately $10,060,000. The closing price for the Common Stockour Board since 1999. From 2005 to 2018, he was $2.05 per share on August 16, 2007, the datealso a member of the Purchase Agreement. We completedboard of directors of NuGEN Technologies, Inc., a provider of systems for genomic analysis. From 2002 to 2009, Mr. Wilson served as the initial closinglead independent director of Amylin Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, and from 1996 to 2001, he was Chairman of the offering on August 17, 2007, selling 3,599,997 sharesboard of common stock, par value $0.001,directors of Amira Medical, Inc., which was acquired by Hoffmann-La Roche A.G. From 1991 to 1994, Mr. Wilson was Chief Operating Officer of Syntex Corporation, which was acquired by Roche Holding, Ltd. From 1989 to 1990, Mr. Wilson was Chairman and Chief Executive Officer of Neurex Corporation, which was acquired by Elan Corporation plc. From 1982 to 1988, he was Chief Executive Officer of LifeScan, Inc., which was acquired by Johnson & Johnson Company. Mr. Wilson received his B.A. and M.B.A. from the University of Arizona. Mr. Wilson brings to our Board experience in the biotechnology industry, as both a senior executive and director.
Gregg Alton became a member of our Board in March 2020. Mr. Alton served as Chief Patient Officer of Gilead Sciences, Inc. (“Gilead”) until January 2020. After joining Gilead in 1999, Mr. Alton held a number of positions at the purchase pricecompany in which he gained experience in legal, medical affairs, policy and commercial matters, including Interim Chief Executive Officer and General Counsel. Prior to joining Gilead, he was an attorney at the law firm of $2.10 per share (the “Initial Closing”)Cooley Godward, LLP, where he specialized in mergers and acquisitions, corporate partnerships and corporate finance transactions for healthcare and information technology companies. Mr. Alton has been a member of the board of directors of Enochian Biosciences Inc., a public biotechnology company, since January 2020 and Novavax, Inc., a public biotechnology company, since November 2020. In 2021, Mr. Alton joined the boards of Brii Biosciences and ETR (a non-profit). Paperboy Ventures, LLC, who is currentlyHe also serves as a member of the board of directors of several private companies, the Hepatitis Fund and the Boys and Girls Clubs of Oakland and on the U.S. government’s Presidents Advisory Council on HIV and AIDS. 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 largest stockholder, agreed to purchase an additional 1,190,476 sharesBoard 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 common stock atBoard since 1999. Mr. Baker was a Managing Director of the purchase priceGeneral Partner of $2.10 per share (the “Second Closing”), subject to receipt of stockholder approval in compliance with Nasdaq rules. The purchasers in the initial closing included entities related to Paperboy Ventures, LLC, Sutter Hill Ventures, and Alta Partners, LLP, alla venture capital firmsfirm in Palo Alto, California from 1973 through 2020. Mr. Baker currently serves on the boards of directors of private companies and non-profits. He received his B.A. from Yale University and his M.B.A. from Stanford University. Mr. Baker brings to our Board expertise in finance, strategic transactions and business operations.
Gillian M. Cannon, Ph.D. became a member of our Board in November 2020. Dr. Cannon brings to Corcept more than 30 years of experience in the pharmaceutical industry, where she has served in leadership roles at Merck and Co. Inc., UCB Inc. and Otsuka Pharmaceuticals. In her 27-year career at Merck, Dr. Cannon held a variety of senior positions, including Global Vice President for Commercial Operations at Merck’s start-up biosimilar business, Merck BioVentures; Business Unit Head for Merck’s specialty products franchise, and Global Commercial Head of Merck’s neuroscience franchise. Most recently, Dr. Cannon was the President of U.S. Operations for UCB Inc. and is currently Head of Commercial Innovation at Roivant Sciences, a healthcare company. Dr. Cannon received her B.S. in Biochemistry from the University of Edinburgh, a MBA from St Joseph’s University and a Ph.D. in Health Administration from Temple University. She currently serves on the Board of Affibody AB, a Swedish biotechnology company, the Board of Edinburgh Innovations, the commercial arm of Edinburgh University and the Board of Our Future Health, a UK charity leading a large health research program. Dr. Cannon also serves on the Strategic Advisory Board for Lumanity, a health consulting company. Dr. Cannon brings to our Board extensive experience in pharmaceutical company operations as well as market access expertise and a focus on data driven innovation.
David L. Mahoney is a private investor who has served as a member of our Board since July 2004. From 1999 to 2001, Mr. Mahoney served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare supply management and information technology company, and as Chief Executive Officer of iMcKesson LLC, a healthcare management and connectivity company. He joined McKesson Corporation in 1990 as Vice President for Strategic Planning. Prior to joining McKesson, Mr. Mahoney was a principal with McKinsey & Company, a management consulting firm, where he worked from 1981 to 1990. Mr. Mahoney has served on the board of directors of Adamas Pharmaceuticals, a publicly traded pharmaceutical company, from 2011 to 2021, including as Chairman, and chair of the Compensation Committee and a member of the Nominating and Governance Committee. Mr. Mahoney also served as a member of the Audit Committee of Symantec from 2003 to 2011 and as a member of the board of directors from 2003 to 2019. He also is a Trustee of the San Francisco Museum of Modern Art and of the Schwab/Laudus Family of Funds. Mr. Mahoney received his B.A. from Princeton University and his M.B.A. from Harvard University. Mr. Mahoney brings to our Board experience in pharmaceutical distribution, fiscal management and in healthcare and technology company operations.
Joshua Murray became a member of our Board in June 2021. Mr. Murray currently serves as the Chief Financial Officer and Head of Strategy at Orca Bio, a privately held biotechnology company developing allogeneic cell therapies in blood, immune, and genetic diseases. Prior to joining Orca, until April 2021, Mr. Murray spent 15 years at Goldman Sachs, most recently as a Managing Director in the Investment Banking Division, where he advised a wide array of biotechnology and life sciences companies. He received an AB in History and Economics from Harvard College. Mr. Murray brings to our Board experience in finance, operations and biotechnology company operations.
Kimberly Park has served as a member of our Board since September 2019. She was Global Vice President of Customer Strategy and Innovation at Merck & Co. from 2014 to 2018 and also held global and U.S. leadership roles at Merck from 1997 to 2005, including U.S. Vice President of Managed Care Marketing. From 2005 to 2014, Ms. Park served in senior leadership roles at Johnson and Johnson, including Founding Partner and Global Vice President of Janssen Healthcare Innovation from 2010 to 2014 and U.S. Vice President of Primary Care Sales and Marketing of Janssen Pharmaceuticals from 2005 to 2010. Prior to joining Merck, Ms. Park held U.S. and global commercial leadership positions at GlaxoSmithKline plc. Ms. Park has served on the board of directors of Besser Company, a manufacturer of equipment for the building materials industry, since 2018, and TechEtch, a precision manufacturing company that aresupplies medical device and aerospace industries, since January 2021. She also serves as a trustee for two private foundations and is a mentor for Philadelphia Alliance of Capital and Technology. Ms. Park received her B.A. in International Business from the University of Michigan. She brings to our Board experience in pharmaceutical marketing, sales, and healthcare innovation.
Daniel N. Swisher, Jr. has served as a member of our Board since June 2015. He has been the President 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 of directors of Cerus Corporation, a publicly traded biopharmaceutical company, since 2013. Mr. Swisher received his B.A. from Yale University and an M.B.A. from the Stanford Graduate School of Business. Mr. Swisher brings to our Board experience in pharmaceutical industry development, sales, marketing, operations and finance.
DIRECTOR NOMINATION
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 by Corcept’s directors, officers and employees. The Corporate Governance and Nominating Committee currently significant stockholders. The purchasers also includedconsists of Kimberly Park (Chairman), G. Leonard Baker, Jr., Joseph C. Cook, Jr., Alix Marduel, M.D., David L. MahoneyGillian M. Cannon, Ph.D. and James N. Wilson, who areWilson. Following the 2023 Annual Meeting of Stockholders, assuming the election of each director nominee, membership of the Corporate Governance and Nominating Committee will not change. The Board has determined that all members of our boardthe Corporate Governance and Nominating Committee are independent under the rules of directors, and other qualified investors. Allen Andersson, a member of our board of directors, is the chairman of Paperboy Ventures. Mr. Baker is a partner and managing director of Sutter Hill Ventures. Mr. Baker participated in this transaction through two related entities and through the purchase of shares by Sutter Hill Ventures. Alix Marduel, M.D., is a managing director of Alta Partners. Dr. Marduel participated in this transaction through the purchase of shares by entities affiliated with Alta Partners.Reason for Stockholder Approval
Our Common Stock is currently listed on the Nasdaq Capital Market (“Nasdaq”). Nasdaq rules governing issuers whose shares are listed on Nasdaq require stockholder approval prior to certain issuances of securities. Specifically, Nasdaq’s Marketplace Rule 4350(i)(1)(B) (“Rule 4350(i)(1)(B)”) requires that an issuer obtain stockholder approval priorStock Market. The Corporate Governance and Nominating Committee met five times during 2022. The Corporate Governance and Nominating Committee recommends director candidates to the issuanceBoard for review and approval, and its charter is available at
www.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 securities when such issuance or potential issuance will result inbackground and experience and the skills and judgment to serve successfully on our Board. Although Corcept has not adopted a change of control of the issuer. Nasdaq considers a change of control to have occurred if, following one or more transactions in which an investor (or group of investors) acquires an issuer’s securities, the investor (or group of2
investors) owns, or has the right to acquire, 20% or more of the outstanding equity securities of the issuer unless there is another shareholder or group of shareholders unaffiliated with the investor that has a larger interest than the investor. Accordingly, we structured the Private Placement to close in two closings so that we could consummate the first closing and issue the shares of Common Stock to the purchasers without such issuance resulting in a change of control under Rule 4350(i)(1)(B). However, in order to comply with Rule 4350(i)(1)(B), our stockholders must approve the issuance and sale of 1,190,476 shares of our Common Stock, which we refer to as the “Additional Shares”, to Paperboy Ventures, LLC before we can issue the Additional Shares in the Second Closing. Stockholders should note that the change of control definition under Nasdaq interpretations only appliesformal diversity policy with respect to Board composition, the Committee actively seeks highly-qualified women and individuals from underrepresented communities for consideration as Board nominees.
With respect to the aspects of diversity identified by the rules of the Nasdaq
rules and, notwithstanding those rules and interpretations, we do not deem the issuance and saleStock Market, our Board consists of
Common Stock to Paperboy Ventures, LLC in the Second Closing to be an actual change of control.Under Rule 4350(i)(1)(B), we did not require stockholder approval to issue the Common Stock in connectionpersons with the Initial Closingfollowing applicable qualities:
| | | | | | | | | | | |
| Board Diversity Matrix (as of March 31, 2023 and 2022) |
| Female | | Male |
| Total Number of Directors | 9 |
| Part I: Gender Identity | | | |
| Directors | 2 | | 7 |
| Part II: Demographic Background | | | |
| White | 2 | | 6 |
| Native American | — | | 1 |
| LGBTQ+ | 2 |
The Corporate Governance and Nominating Committee alsoseeks to ensure that a majority of the Initial Closing will not be affected if stockholders do not approve this Proposal.Reasons fordirectors are independent under the Financing
As reported in our Quarterly Report on Form 10-Q forrules of the quarter ended June 30, 2007, at June 30, 2007, we had available cash and cash equivalents of approximately $11.9 million, working capital of $11.4 million and an accumulated deficit of $102.4 million. We believedNasdaq Stock Market, that the cashAudit Committee and cash equivalents available at June 30, 2007 were only sufficient to fund operations intoCompensation Committee are composed of independent directors, and that members of the first quarterAudit Committee possess the accounting and financial expertise the Nasdaq Stock Market and SEC rules require.
Process for Identifying and Evaluating Nominees. With the assistance as it deems appropriate of 2008. We therefore determined to raise additional capital in the immediate future through collaboration agreements with other pharmaceutical or biotechnology companies, debt financing and/or equity offerings in order to continue as a going concern.Our Board of Directors and management reviewed and considered numerous financing alternatives to the Private Placement. Eachmembers of the Board, Corcept’s management and in some cases a third-party search firm, the Corporate Governance and Nominating Committee identifies candidates who have the qualities and skills being sought. The Corporate Governance and Nominating Committee will also consider recommendations for nominees by stockholders.
With respect to candidates for initial election to the Board, the Corporate Governance and Nominating Committee reviews biographical information and qualifications and checks the candidate’s references. Qualified candidates are interviewed by at least one member of
Directorsthe Corporate Governance and
the disinterested, independent members of our Board of Directors not participating in the Private Placement has approved the Private Placement and has resolved that the Private Placement is in our best interest and the best interest of our stockholders. We intend to utilize net proceeds from the Private Placement for the development of our drug programs and for other general corporate purposes.Quorum and Voting Requirements
The presence,Nominating Committee. Advancing candidates meet, either in person or by proxy,telephone, with all members of the holders of a majorityCorporate Governance and Nominating Committee and as many other members of the outstanding shares of our Common Stock entitledBoard as practicable.
Candidates recommended by the Corporate Governance and Nominating Committee are presented to
vote at the
Special Meeting is necessaryBoard for selection as nominees to
constitute a quorumbe presented for the
transaction of business at the Special Meeting. On the Record Date, we had 38,356,763 shares of Common Stock issued and outstanding. Of that amount, a total of 952,380 shares that are held by Paperboy Ventures, LLC are not entitled to vote at the Special Meeting pursuant to Rule 4350(i)(1)(B) and therefore will not be counted in determining whether a quorum is present at the Special Meeting. Accordingly, a total of at least 18,702,192 shares of our Common Stock must be present at the Special Meeting in person or by proxy to constitute a quorum. At the Special Meeting, the affirmative vote of the majority of the shares of common stock present or represented and entitled to vote at the Special Meeting is required for approval of the
Proposal.Appraisal Rights
Under Delaware law,stockholders or for election to fill a vacancy. A similar process would be used to evaluate nominees recommended by stockholders.
Stockholder Proposals for Nominees. The Corporate Governance and Nominating Committee will consider written proposals from stockholders for nominees for director. Such nominations should be submitted to the Secretary of our stockholders are not entitled to appraisal rights or other similar rights in connection withCompany and should include the Second Closing or the other transactions contemplatedfollowing information: (a) all information required by the Purchase Agreement.Summary of TermsRegulation 14A of the Securities Purchase Agreement
In orderExchange Act of 1934, as amended (“Exchange Act”), including such person’s written consent to participatebeing named in the Private Placement, the Purchasers entered into the Purchase Agreement. A copy of the Purchase Agreement has been filed by us as an exhibit to our Current Report on Form 8-K, filed with the
3
Securities and Exchange Commission (the “SEC”) on August 21, 2007. We have summarized the material provisions of that agreement below. The following summary is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached asAppendix Ato this Proxy Statement and is incorporated in this Proxy Statement by reference. We urge you to read the Purchase Agreement carefully and in its entirety.
Representations and Warranties. We provided the Purchasers with representations and warranties in the Purchase Agreement that we believe are customary for transactions of this nature. In addition, each Purchaser made representations and warranties to us that we believe are customary for transactions of this nature. The representations and warranties in the Purchase Agreement were made only for the purposes of the Purchase Agreement and solely for the benefit of the parties to the Purchase Agreement as of specific dates.
Covenants. The Purchase Agreement contains covenants that we believe are customary for transactions of this nature, including, but not limited to:
| · | | Using commercially reasonable efforts to obtain, as soon as practicable, the approval of our stockholders as required by the Nasdaq rules and regulations applicable to us in order to issue the Additional Shares at the Second Closing. In the event that we do not obtain stockholder approval at the first meeting of our stockholders called for such purpose, we shall use commercially reasonable efforts to obtain the stockholder approval at each successive stockholders meeting until approval is obtained.
|
| · | | Using commercially reasonable efforts to file any required proxy materials with Nasdaq and the SEC as promptly as practicable following the Initial Closing date, but in any event within twenty (20) business days following the Initial Closing date and respond as promptly as practicable to any comments from the SEC or Nasdaq with respect thereto.
|
Conditions to the Second Closing
Conditions of the Purchaser’s Obligations. The obligation of the purchaser to purchase the Additional Shares at the Second Closing is subject to the satisfaction or waiver of specified conditions, including, but not limited to, the following: the representations and warranties made by us set forth in the Purchase Agreement being true and correct in all material respects as of the Second Closing; and approval by our stockholders of this Proposal.
Conditions to the Company’s Obligations. Our obligation to issue the Additional Shares at the Second Closing is subject to, among other things, the satisfaction or waiver of specified conditions, including: the receipt of funds; the accuracy of the representations and warranties made by each purchaser in the Purchase Agreement; and approval by our stockholders of this Proposal.
Summary of the Registration Rights
Registrable Securities. The securities covered by the registration rights provisions under the Purchase Agreement (referred to in this proxy statement as a
nominee and willingness to serve as a director; (b) the
“registrable securities”) consistname(s) and address(es) of the
shares of our Common Stock that are sold tostockholder(s) making the
purchasers pursuant to the Purchase Agreement.The securities listed above will be deemed registrable securities ifnomination and only for so long as they (i) have not been disposed of pursuant to an effective registration statement, (ii) have not been sold in a transaction exempt from the registration and prospectus delivery requirements under the Securities Act so that all transfer restrictions and restrictive legends are removed upon consummation of such sale, or (iii) are held by an investor or a holder to which assignment of registration rights is permitted pursuant to the Purchase Agreement.
Registration Period. The registration rights under the Purchase Agreement shall be effective until the earlier of (i) the second anniversary of the Second Closing date or (ii) the date on which all shares and warrant shares held by the holder may be sold pursuant to Rule 144(k) under the Securities Act.
4
Mandatory Registration. We have agreed to use our commercially reasonable efforts to prepare and, no later than the second business day after the date on which we file our annual report on Form 10-K for our fiscal year ending December 31, 2007 with the SEC, file a registration statement with the SEC for the purpose of registering the registrable securities for resale by the Purchasers. We have also agreed to use our commercially reasonable efforts to cause such registration statement to be declared effective as promptly as possible after we file it with the SEC. The registration statement shall be on Form S-3 (or, if Form S-3 is not available for use on the filing date, then such other SEC form as is then available).
Our Other Related Obligations. During the registration period, we are required to, among other things:
| · | | notify each holder of the filing or effectiveness of registration statements or amendments thereto, and of any stop orders or suspensions of the qualification of any of the registrable securities;
|
| · | | use our commercially reasonable efforts to file post-effective amendments or any other required document so that the prospectus will not contain any untrue statement of a material fact or omit to state any material fact;
|
| · | | register or qualify the registrable securities under state securities or blue sky laws specified in writing by each purchaser, provided that we shall not be required to qualify to do business or consent to service of process in any jurisdiction in which we are not now so qualified or have not so consented; and
|
| · | | use our commercially reasonable efforts to make and keep public information available at all times, file all SEC reports and other documents in a timely manner and furnish to holders a written statement as to our compliance with Rule 144 and copies of our most recent annual and quarterly reports and other reports reasonably requested.
|
Expenses. We will bear all the expenses incurred in connection with the registration of the registrable securities exclusive of any brokerage fees, underwriting discounts and commissions. All fees and expenses registered by or on behalf of any holder, including commissions and expenses of legal counsel for any holder, shall be born by such holder.
Principal Effects of Approval or Non-Approval of the Proposal
While each of the Board of Directors and disinterested directors have approved the Private Placement, including the issuance and sale of the shares of Common Stock at the Second Closing, and have resolved that the Private Placement is in our best interest and the best interest of our stockholders, our stockholders should consider the information contained in the Proxy Statement in evaluating the Proposal. If our stockholders approve the Proposal, we will issue shares of Common Stock in the Second Closing, as described in this Proxy Statement and the Purchase Agreement. Our stockholders should note that as of the Record Date, Paperboy Ventures, LLC owned an aggregate of 7,594,907 shares of our Common Stock or approximately 19.8% of the 38,356,763 shares outstanding on the Record Date. If the Proposal is approved, and the other conditions to the Second Closing are satisfied or waived, at the Second Closing, Paperboy Ventures, LLC will acquire an additional 1,190,476 shares in the aggregate and own an aggregate of 8,785,383 shares of our Common Stock or approximately 22.2% of the 39,547,239 shares outstanding after the Second Closing. Paperboy Ventures, LLC will have significant voting power with respect to their shares. Accordingly, Paperboy Ventures, LLC may be able to affect the outcome of matters brought before the stockholders, including a vote for the election of directors, the approval of mergers and other business combination transactions. In addition, if approved, this Proposal would result in an increase in the number of shares of our common stock outstanding,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 result, current stockholders who arestockholder’s proposal to be brought before the 2024 Annual Meeting of Stockholders, including director nominations, must be delivered to the Secretary of our company at our principal executive offices not participatingearlier than 120 days (December 19, 2023) and not later than 90 days (January 18, 2024) 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 Private Placement wouldevent 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.
In addition, pursuant to Rule 14a-19 (“Rule 14a-19”), notices of a solicitation of proxies in support of director nominees other than our own
nominees must be postmarked or electronically submitted no later than March 20, 2024, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a
smaller percentagestatement that such person intends to solicit the holders of
our outstanding Common Stock and, accordingly, a smaller percentage interest inshares representing at least 67% of the voting power
liquidation value and book valueof shares entitled to vote on the election of directors. If, however, the date of the
Company. The sale2024 Annual Meeting of Stockholders is more than 30 days before or
resaleafter May 19, 2024, then the Rule 14a-19 deadline shall be the later of
any60 calendar days prior to the date of the 2024 Annual Meeting of Stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of our
Common Stock issued pursuant to2024 Annual Meeting of Stockholders. A nomination that does not comply with the
Private Placement could causerequirements set forth in the
market priceCertificate of
our Common Stock to decline.5
Approval of this ProposalIncorporation and the Bylaws will not limit our ability to engage in future public offerings, as defined by Nasdaq, or our ability to issue or sell in future private offerings a number of shares of our Common Stock (including shares issuable upon conversion or exercise of convertible debt, warrants or other securities exercisablebe considered for or convertible into our common stock) that is less than 20% of the outstanding shares on terms that might or might not be similar to those in this Proposal. In addition, approval of this Proposal will allow us in the future to issue and sell additional shares of our Common Stock to Paperboy Ventures, LLC without further stockholder approval under Rule 4350(i)(1)(B).
If our stockholders do not approve the Proposal, we will not issue the Additional Shares. In addition, the Second Closing would not occur. Under the terms of the Common Stock Purchase Agreement we would receive approximately $2.5 millionpresentation at the Second Closing, if allAnnual Meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of the remaining 1,190,476 shares are issued. In the event that we do not consummate the Second Closing, we would haveproxies for our 2024 Annual Meeting of Stockholders.
Nominees to incur the cost of raising additional capital sooner than anticipated and such capital may only be available to us on terms less favorable than those contained in the Purchase Agreement, or may not be available to us at all. If we are unable to raise additional capital, there would be a risk that we would not have sufficient capital to satisfy our current working capital needs and may have to reduce or eliminate some or all of our development programs.Interests of Certain Officers and Directors
Allen Andersson, a member of our Board of Directors isfor the founder2023 Annual Meeting
. The nominees for election at this 2023 Annual Meeting were recommended for selection by the Corporate Governance and chairman of Paperboy Ventures, LLC.Nominating Committee and were selected by the Board.
BOARD MEETINGS AND COMMITTEES
In addition to the purchasersCorporate Governance and Nominating Committee, the Board has Audit and Compensation Committees. The Audit Committee met four times and the Compensation Committee met two times in 2022. The Board met four times in 2022. The independent directors of the Initial Closing also included G. Leonard Baker, Jr.Board met in executive sessions four times in 2022. Each member of the Board attended 75 percent or more of the total number of Board and Board committee meetings on which such Board member served that were held during the period in which he or she was a Board or Board committee member.
We encourage our directors to attend our annual stockholder meeting. Seven of our directors attended the 2022 annual stockholder meeting.
Audit Committee. The purpose of the Audit Committee 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 Gregg Alton (Chairman), Joseph C. Cook, Jr., Alix Marduel, M.D.Gillian M. Cannon, Ph.D., David L. Mahoney and Joshua M. Murray. Following the 2023 Annual Meeting of Stockholders, assuming the election of each director nominee, Audit Committee membership will 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. 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 and that each of Dr. Cannon and Messrs. Alton, Murray and Mahoney 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 Audit Committee charter is available at www.corcept.com.
Compensation Committee. The Compensation Committee consists of David L. Mahoney (Chairman), Gregg Alton, G. Leonard Baker, Jr. and Daniel N. Swisher, Jr. Following the 2023 Annual Meeting of Stockholders, assuming the election of each director nominee, the Compensation Committee membership will 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 and other compensatory plans and (ii) any benefit, compensation or severance arrangements applicable to our named executive officers. 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 to individual members of the Committee or to a subcommittee of Committee members.The Compensation Committee charter is available atwww.corcept.com.
BOARD LEADERSHIP AND ROLE IN RISK OVERSIGHT
Board Leadership. We are committed to sound corporate governance and value independent board oversight as essential to good corporate performance. Eight of our nine directors qualify as independent under the rules of the Nasdaq Stock Market. Following the 2023 Annual Meeting of Stockholders, assuming the election of each director nominee, the number of directors who are independent will not change. In February 2023, 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. The Board has determined that the following directors are “independent” under the rules of the Nasdaq Stock Market:
James N. Wilson who are
Gregg Alton
G. Leonard Baker, Jr.
Gillian M. Cannon
David L. Mahoney
Joshua M. Murray
Kimberly Park
Daniel N. Swisher, Jr.
In accordance with our Amended and Restated Bylaws, our Board appoints our officers. The Board does not have a policy as 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. Dr. Belanoff, our Chief Executive Officer, is an employee and is therefore not deemed “independent.” Our Board believes that its leadership is appropriate for Corcept and its stockholders.
Risk Oversight. The Board oversees our exposure to risk and the steps we have undertaken to mitigate those risks. The Board assesses the risks we face and reviews our strategic plan at least annually. The Board also receives regular updates from our Executive Committee, which consists of our Chief Executive Officer, Chief Financial Officer, Chief Business Officer, President, Corcept Endocrinology, Chief Development Officer, Chief Scientific Officer, and Chief Human Resources and Communications Officer, regarding the impact and mitigation of various risks, including the COVID-19 pandemic. 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, including environmental and social issues, regulatory compliance and cybersecurity. Each of these committees meets regularly with Corcept management and reports to the full Board.
COMMUNICATIONS WITH DIRECTORS
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 compensation matters will be referred to the Compensation 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
During 2022, our Compensation Committee consisted of Messrs. Mahoney, Alton, Baker and Swisher. None of the members of our Compensation Committee is, or has been, an officer or employee of our company. None of our named executive officers serves or in the past year has served as a member of the board of directors of any entity that has one or more named executive officers serving on our Board or Compensation Committee.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names of our executive officers, their ages as of March 31, 2023 and other information about them are set forth below:
| | | | | | | | | | | | | | |
| Name | | Age | | Position |
| Joseph K. Belanoff, M.D. | | 65 | | Chief Executive Officer, President and Director |
| William Guyer, Pharm.D. | | 55 | | Chief Development Officer |
| Hazel Hunt, Ph.D. | | 63 | | Chief Scientific Officer |
| Joseph D. Lyon | | 45 | | Chief Accounting Officer |
| Sean Maduck | | 46 | | President, Corcept Endocrinology |
| Atabak Mokari | | 46 | | Chief Financial Officer and Treasurer |
| Charles Robb | | 60 | | Chief Business Officer and Secretary |
Joseph K. Belanoff, M.D. Biographical information regarding Dr. Belanoff is set forth under “Nominees to Board of Directors. Mr. Baker”
William Guyer, Pharm.D. was named our Chief Development Officer in August 2021. He brings more than 30 years of medical and clinical experience to the role, including nearly 20 years in positions of increasing seniority at Gilead Sciences. From March 2015 to August 2021, he served as Senior Vice President of Gilead’s global Medical Affairs team, with responsibility for developing innovative strategies for advancing compounds from discovery to commercialization in a wide range of complex diseases, including infectious diseases, liver diseases, cancer and inflammatory disorders. His work included designing, implementing and supporting company- and investigator-sponsored studies, collaborative studies, real-world data generation, as well as scientific and medical communications and education programs across Gilead’s entire portfolio of medications. Prior to joining Gilead, Dr. Guyer was the Director of the HIV Pharmacy and Outpatient Infusion Center Services for Kaiser Permanente in Southern California. He is a partnerclinical pharmacist and managing directorholds a PharmD from the University of Sutter Hill Ventures. Mr. Baker participatedSouthern California.
Hazel Hunt, Ph.D. was named our Chief Scientific Officer in July 2020. Prior to that she was our Senior Vice President, Research. Dr. Hunt joined Corcept in 2011, bringing with her more than 23 years of experience in the Initial Closing through two related entitiespharmaceutical and throughbiotechnology industries. From 2002 to 2011, Dr. Hunt was Director of Chemistry and Operations at Argenta, where she worked closely with Corcept and played an integral role in the purchasediscovery of shares by Sutter Hill Ventures. Alix Marduel, M.D.,Corcept’s portfolio of next-generation selective GR antagonists. From 1994 to 2002, she worked for Celltech, initially as a Group Leader in Medicinal Chemistry and ultimately as Section Leader, Project Chemistry. From 1992 to 1994, she served as a Research Fellow at The Centre for Drug Design and Development. Before that Dr Hunt worked at Glaxo Group Research as a Senior Chemist in Medicinal Chemistry. Dr Hunt received a first-class honors degree in chemistry from the Australian National University and a PhD in synthetic organic chemistry from the University of Southampton, UK. She also carried out postdoctoral work at Oxford University and the University of California at Irvine.
Joseph Douglas Lyon was named our Chief Accounting Officer in July 2020. Prior to that he was Corcept’s Vice President, Corporate Controller. Mr. Lyon joined the Company as Director of Finance and Accounting in July 2012. Mr. Lyon held the positions of Worldwide Corporate Controller & General Manager at Zinfi Technologies, Inc. from July 2011 to June 2012 and Director-Operations Business Development at Connor Group from January 2006 to June 2011. Prior to that, Mr. Lyon
was an auditor at Ernst & Young, Inc. from July 2004 to June 2006. Mr. Lyon is a managing directorCertified Public Accountant and earned a B.S. and Masters in Accounting from the University of Alta Partners. Dr. Marduel participatedUtah, and graduated from the Executive General Management Program at Harvard Business School.
Sean Maduck was named President, Corcept Endocrinology in April 2022. Prior to that he was Corcept’s Chief Commercial Officer and before that he was Corcept’s Senior Vice President, Commercial. 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 Initial ClosingFinance, Portfolio Planning, and Commercial functions at Genentech. Prior to Genentech, he was an investment banking analyst at W.R. Hambrecht + Company. Mr. Maduck earned an AB from Dartmouth College, a BE in Biomedical Engineering from the Thayer School of Engineering at Dartmouth College, and a Masters in Management from the Stanford Graduate School of Business.
Atabak Mokari was appointed as our Chief Financial Officer in March 2021. Mr. Mokari has nearly 20 years of experience in life sciences and healthcare finance. From December 2018 to November 2020, Mr. Mokari was Chief Financial Officer at Bellicum Pharmaceuticals, Inc., a biopharmaceutical company. Mr. Mokari served as Chief Financial Officer and Vice President Corporate Development from July 2016 to December 2018 at medical device manufacturer IRIDEX Corporation. Mr. Mokari was a director in Wells Fargo Securities LLC’s healthcare investment banking group from September 2013 to July 2016, worked in UBS’s healthcare investment banking group from September 2009 to August 2013 and in Credit Suisse’s healthcare investment banking group from July 2005 to March 2009. Prior to that, Mr. Mokari was a member of the business development team at Forest Laboratories, a pharmaceutical company, and an analyst at the private equity firm Olympus Partners and the investment banking firm Bowles Hollowell Conner & Co. Mr. Mokari earned an MBA from The Tuck School of Business at Dartmouth and a B.S. in Chemistry and Biology from Duke University.
Charles Robb became Corcept’s Chief Business Officer in March 2021 after serving more than nine years as the company’s Chief Financial Officer. Mr. Robb has more than 30 years’ experience in executive management, operations and finance. From April 2005 through August 2011, Mr. Robb served as the purchaseSenior Vice President of shares by entities affiliatedOperations, Administration and Finance of Fitness Anywhere, Inc., a fitness equipment and training company with Alta Partners. None of these purchasers will participateoperations in the Second Closing.RecommendationUnited 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 BA in English and Political Philosophy from Yale and a JD from Harvard Law School, where he was a member of the Board of Directors
The Board of Directors unanimously recommends that you vote “FOR” this Proposal. Proxies solicited by the Board will be voted in favor thereof unless a stockholder has indicated otherwise in the proxy.
6
Harvard Law Review.
SECURITY OWNERSHIP
BYOF CERTAIN BENEFICIAL
HOLDERSOWNERS AND MANAGEMENT
The following table sets forth information regarding ownership of
the Company’sour common stock as of
September 1, 2007March 31, 2023 (or earlier with respect to information regarding former employees or
earlier date for informationthat is based on filings with the
SECSEC) by (a) each person known to
the Companyus to own more than
5%5 percent of the outstanding shares of
itsour common stock, (b)
each director of the Company,our directors, (c)
the Company’sour Chief Executive Officer and each other
named executive officer named in the compensation tables appearing
earlierlater in this
Form 10-Kproxy statement and (d) all directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information
the Company believeswe believe to be reliable. Percentage of ownership is based on
38,356,763108,155,665 shares of common stock outstanding as of
September 1, 2007.March 31, 2023. 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
September 1, 2007March 31, 2023 are deemed outstanding for computing the percentage of ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage of any other person.
| | | | | |
Name of Beneficial Owner(1) | | Number of Shares
Beneficially Owned(2) | | Percentage of Shares
Beneficially Owned | |
5% Stockholders | | | | | |
| | |
Paperboy Ventures, LLC and a related entity(3) | | 7,594,907 | | 19.8 | % |
| | |
Sutter Hill Ventures and related entities(4) | | 6,062,936 | | 15.8 | % |
| | |
Entities affiliated with Alta Partners, LLP(5) | | 4,150,655 | | 10.8 | % |
| | |
Alan F. Schatzberg, M.D.(6) | | 2,738,749 | | 7.1 | % |
| | |
Maverick Capital, Ltd.(7) | | 2,122,841 | | 5.5 | % |
| | |
Directors and Named Executive Officers | | | | | |
| | |
Allen Andersson(3) | | 7,594,907 | | 19.8 | % |
| | |
G. Leonard Baker, Jr.(8) | | 4,449,187 | | 11.6 | % |
| | |
Alix Marduel(5) | | 4,150,655 | | 10.8 | % |
| | |
Joseph K. Belanoff(9) | | 2,889,199 | | 7.5 | % |
| | |
James N. Wilson(10) | | 2,727,815 | | 7.1 | % |
| | |
Joseph C. Cook, Jr.(11) | | 1,564,850 | | 4.1 | % |
| | |
David B. Singer(12) | | 778,667 | | 2.0 | % |
| | |
David L. Mahoney(13) | | 608,950 | | 1.6 | % |
| | |
Robert L. Roe(14) | | 398,034 | | * | |
| | |
James A. Harper(15) | | 103,448 | | * | |
| | |
Anne M. LeDoux(16) | | 59,682 | | * | |
| | |
All directors and executive officers as a group (11 persons)(17) | | 25,325,394 | | 66.1 | % |
| | | | | |
| | | | | | | | | | | | | | |
| Name of Beneficial Owner (1) | | Number of Shares Beneficially Owned
(# of shares) (2) | | Percentage of Shares Beneficially Owned
(%) |
| 5 percent Stockholders | | | | |
| BlackRock, Inc. (3) | | 16,347,383 | | | 15.1% |
| Vanguard Group Inc. (4) | | 10,345,030 | | | 9.6% |
| Renaissance Technologies (5) | | 7,288,871 | | | 6.7% |
| Ingalls & Snyder, LLC and affiliated entities (6) | | 7,090,370 | | | 6.6% |
| Directors and Named Executive Officers | | | | |
| Joseph K. Belanoff, M.D. (7) | | 6,206,918 | | | 5.6% |
| G. Leonard Baker, Jr. (8) | | 5,490,196 | | | 5.1% |
| James N. Wilson (9) | | 2,980,093 | | | 2.7% |
| Sean Maduck (10) | | 1,748,867 | | | 1.6% |
| David L. Mahoney (11) | | 1,479,275 | | | 1.4% |
| Charles Robb (12) | | 1,447,707 | | | 1.3% |
| Hazel Hunt, Ph.D. (13) | | 1,411,479 | | | 1.3% |
| Atabak Mokari (14) | | 264,522 | | | * |
| Kimberly Park (15) | | 125,000 | | | * |
| Daniel N. Swisher, Jr. (16) | | 120,911 | | | * |
| Gregg Alton (17) | | 117,500 | | | * |
| Gillian M. Cannon, Ph.D. (18) | | 76,250 | | | * |
| Joshua M. Murray (19) | | 47,500 | | | * |
| All directors and executive officers as a group (15 persons) (20) | | 22,144,566 | | | 18.7% |
| * | | | | |
| * | Less than 1%1 percent of Corcept’sour outstanding common stock. |
| (1) | (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) | (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 April 30, 2006.March 31, 2023. 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. 1 to Schedule 13G filed by Blackrock with respect to its holdings as of December 31, 2022. 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. 7 to Schedule 13G filed by Vanguard with respect to its holdings as of December 31, 2022. The address for Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. |
| (5) | Information regarding the holdings of Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation, or Renaissance Technologies, is based on information obtained from Amendment No. 3 to Schedule 13G filed by Renaissance Technologies with respect to its holdings as of December 31, 2022. The address for Renaissance Technologies is 800 Third Avenue, New York, New York 10022. |
| (3)
| Includes 6,994,907
| | | |
| (6) | Consists of shares held by Paperboy Ventures,Ingalls & Snyder LLC, (“Paperboy”)or Ingalls, for the benefit of Ingalls & Snyder Value Partners, L.P., or ISVP, or other investment advisory clients. Information regarding the holdings of which Mr. AnderssonIngalls and ISVP is founderbased on information obtained from Amendment No. 14 to Schedule 13G filed by Ingalls with respect to its holdings as of December 31, 2022. ISVP is an investment partnership managed under an investment advisory contract by Ingalls, a registered broker dealer and chairman and 500,000a registered investment advisor. Ingalls holds investment authority but not voting authority over shares held by Anderieck Holdings LLC (“Anderieck”)its investment advisory clients. Mr. Thomas O. Boucher, Jr., an affiliatea Managing Director of Paperboy. OfIngalls, and Mr. Robert L. Gipson and Adam Janovic, Senior Directors of Ingalls, are the total 7,594,907general partners of ISVP and share investment and voting power over the shares held by Paperboy andISVP. Each of these individuals disclaims beneficial ownership of all affiliatessuch shares, except to the extent of Paperboy, 952,380 shares are not entitled to vote at the Special Meeting. Excludes the 1,190,476 |
7
| shares to be purchased by Paperboy in the Second Closing.his individual pecuniary interest therein. The address for Ingalls is 1325 Avenue of Paperboy and Anderieck is 1875 K Street NW, Suite 700, Washington, DC 20006.
the Americas, New York, NY 10019. |
| (7) | (4)
| Consists of:Includes (a) 3,543,6052,831,918 shares held by Sutter Hill Ventures, A California Limited Partnership (Sutter Hill Ventures),the Joseph K. Belanoff and Katherine A. Blenko Revocable Living Trust and (b) 29,2733,375,000 shares that may be acquired by Dr. Belanoff within 60 days of March 31, 2023 pursuant to options.
|
| (8) | Includes (a) 955,262 shares held by Sutter Hill Entrepreneurs Fund (AI), L.P. (SHAI), (c) 74,113 shares held by Sutter Hill Entrepreneurs Fund (QP), L.P. (SHQP), (d) 1,613,749 shares held by individuals affiliated with Sutter Hill Ventures and entities affiliated with such individuals, (e) 205,439 shares of Common Stock owned by G. Leonard Baker, Jr., one of our directors, (f) 197,433 shares held by Mr. Baker, Trustee ofin The Baker Revocable Trust and (g) 399,324of which Mr. Baker is a trustee, (b) 1,046,631 shares held by a Roth IRA for the benefit of Mr. Baker, (c) 3,308,303 shares held by Saunders Holdings, L.P. of which Mr. Baker is a General Partner. Mr. Baker has shared voting and dispositive power with respect to the shares held by The Baker Revocable Trust and Saunders Holdings, L.P. Mr. Baker, Sutter Hill Ventures, SHAI and SHQP do not have any voting or dispositive power with respect to the shares held by individuals affiliated with Sutter Hill Ventures and entities affiliated with such individuals referenced under part (d)trustee of this note. Mr. Baker shares voting and dispositive power with respect to the shares held by Sutter Hill Ventures, SHAI and SHQP with the following natural persons: David L. Anderson, William H. Younger, Jr., Tench Coxe, Gregory P. Sands, James C. Gaither, James N. White, Jeffrey W. Bird, David E. Sweet and Andrew T. Sheehan. As a result of the shared voting and dispositive powers referenced herein, Messrs. Baker, David L. Anderson, William H. Younger, Jr., Tench Coxe, Gregory P. Sands, James C. Gaither, James N. White, Jeffrey W. Bird, David E. Sweet and Andrew T. Sheehan may each be deemed to beneficially own the shares held by Sutter Hill Ventures, SHAI and SHQP. The address for Sutter Hill Ventures and affiliates is 755 Page Mill Road, SuiteA-200, Palo Alto, CA 94304. |
| (5)
| Includes 3,997,378 shares held of record by Alta BioPharma Partners II, LP and 153,277 shares held of record by Alta Embarcadero BioPharma Partners II, LLC. Dr. Marduel is a managing director of Alta BioPharma Management II, LLC (which is a general partner of Alta BioPharma Partners II, LP) and a manager of Alta Embarcadero BioPharma Partners II, LLC. Dr. Marduel disclaims beneficial ownership of all such shares held by all of the foregoing funds, except to the extent of her proportionate pecuniary interests therein. Alta Parents II, Inc. provides investment advisory services to several venture capital funds including Alta BioPharma Partners II, LP and Alta Embarcadero BioPharma Partners II, LLC. The managing directors of Alta BioPharma Partners II, LP and the managers of Alta Embarcadero BioPharma Partners II, LLC exercise sole voting and investment power with respect to shares owned by such funds. Certain principals of Alta Partners II, Inc. are managing directors of Alto BioPharma Management II, LLC (whichtrust which is the general partner of Alta BioPharma Partners II, LP), and managers of Alta Embarcadero BioPharma Partners II, LLC. As managing directors and managers of such entities, they(d) 180,000 shares that may be deemedacquired by Mr. Baker within 60 days of March 31, 2023 pursuant to share voting and investment powers for theoptions.
|
| (9) | Includes (a) 1,319,026 shares held by the funds. The principals of Alta Partners II, Inc. disclaim beneficial ownership of all suchJames N. Wilson and Pamela D. Wilson Trust, (b) 901,067 shares held by the foregoing funds, except to the extent of their proportionate pecuniary interests therein. The address of AltaJames and Pamela Wilson Family Partners II, Inc. is One Embarcadero Center, Suite 3700, San Francisco, California 94111. |
| (6)
| Includes 300,000and (c) 760,000 shares held of recordthat may be acquired by Lindsey D. Schatzberg over which Dr. Schatzberg has voting control.
|
| (7)
| Includes 194,999 shares held of record by Maverick Fund II, Ltd., 607,398 shares held of record by Maverick Fund USA, Ltd., and 1,320,444 shares held of record by Maverick Fund, L.D.C. Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, has beneficial ownership of the shares held by Maverick Fund USA, Ltd., Maverick Fund II, Ltd. and Maverick Fund, L.D.C. through the investment discretion it exercises over these accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Lee S. Ainslie III is a manager of Maverick Capital Management, LLC, and is granted sole investment discretion pursuant to Maverick Capital Management, LLC’s Regulations. The address of Maverick Capital, Ltd. is 300 Crescent Court, 18th Floor, Dallas, TX 75201.
|
| (8)
| Includes all shares referenced in footnote (4) other than the 1,613,749 shares held by individuals affiliated with Sutter Hill Ventures and entities affiliated with such individuals referenced under part (d) of footnote (4).
|
| (9)
| Includes 300,000 shares held as custodian for Edward G. Belanoff and 300,000 shares held as custodian for Julia E. Belanoff under the California Uniform Transfers to Minors Act over which Dr. Belanoff has voting control and 125,004 shares issuable pursuant to options exercisableMr. Wilson within 60 days of September 1, 2007.
|
| (10)
| Includes 2,035,713March 31, 2023 pursuant to options. Mr. Wilson has voting power over the shares held of record by the James N. Wilson and Pamela D. Wilson Trust and 666,060 shares held of record by the James and Pamela Wilson Family Partners over all of which Mr. Wilson has voting control pursuant to voting agreements.
|
| (10) | Includes (a) 79,382 shares held in Mr. Wilson disclaims beneficial ownership of suchMaduck’s name and (b) 1,669,485 shares except to the extent of his pecuniary interests in the entities holding such shares.that may be acquired by Mr. Wilson’s beneficial interest also includes 26,042 shares issuable pursuant to options exercisableMaduck within 60 days of September 1, 2007March 31, 2023 pursuant to options. |
| (11) | (11)
| Includes 995,238(a) 1,209,275 shares held of record by Farview Management, Co. L.P., a Texas limited partnership, and 69,612 shares issuable pursuant to options exercisable within 60 days of September 1, 2007. |
| (12)
| Includes 43,500 shares held of record by the Singer-Kapp Family Trust FBO Kapp S. Singer and 3,500 shares held of record by the Singer Kapp Family 2000 Trust FBO Elliot Byrd Singer. Mr. Singer is a Principal with Maverick Capital Limited. The address of David Singer is One Market Street, Spear Street Tower, Suite 3710, San Francisco, CA 94105.
|
| (13)
| Includes 565,938 shares held of record by the David L. Mahoney and Winnifred C. Ellis 1998 Family Trust and 43,012(b) 270,000 shares issuable pursuant to options exercisablethat may be acquired by Mr. Mahoney within 60 days of September 1, 2007.
|
| (14)
| Includes 249,144 shares issuableMarch 31, 2023 pursuant to options exercisableoptions.
|
| (12) | Includes (a) 18,408 shares held in Mr. Robb’s name, (b) 22,008 shares held as custodian for his children under the California Uniform Transfers to Minors Act over which Mr. Robb has voting control and (c) 1,407,291 shares that may be acquired by Mr. Robb within 60 days of September 1, 2007. |
| (15)
| Includes 36,048 shares issuableMarch 31, 2023 pursuant to options exercisableoptions.
|
| (13) | Includes (a) 73,146 shares held in Dr. Hunt’s name and (b) 1,338,333 shares that may be acquired by Dr. Hunt within 60 days of September 1, 2007. |
| (16)
| Includes 59,682 shares issuableMarch 31, 2023 pursuant to options exercisableoptions.
|
| (14) | Includes (a) 4,106 shares held in Mr. Mokari’s name and (b) 260,416 shares that may be acquired by Mr. Mokari within 60 days of September 1, 2007.March 31, 2023 pursuant to options. |
| (15) | (17)
Includes 125,000 shares that may be acquired by Ms. Park within 60 days of March 31, 2023 pursuant to options. |
| (16) | Includes 120,911 shares that may be acquired by Mr. Swisher within 60 days of March 31, 2023 pursuant to options. |
| (17) | Includes 117,500 shares that may be acquired by Mr. Alton within 60 days of March 31, 2023 pursuant to options. |
| (18) | Includes 76,250 shares that may be acquired by Dr. Cannon within 60 days of March 31, 2023 pursuant to options. |
| (19) | Includes 47,500 shares that may be acquired by Mr. Murray within 60 days of March 31, 2023 pursuant to options. |
| (20) | Total number of shares includes common stock held by directors, executive officers and entities affiliated with directors and executive officers. See footnotes 3, 5 and 87 through 1619 above. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
All related party transactions between us and our officers, directors or principal stockholders are reviewed and approved by our Audit Committee 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 2022, there were no related party transactions.
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 related to the fact that the officer and/or director is or was a director, officer, employee, consultant, agent or fiduciary of or to the Company or is or was serving at the request of the Board as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by such indemnified person in any such capacity, other than for liabilities arising from willful misconduct, 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.
CODE OF ETHICS
We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer, which is available at our website, www.corcept.com. We intend to disclose at www.corcept.com any amendment to, or waiver of, any provision of our Code of Ethics applicable to our directors and executive officers required to be disclosed under the rules of the SEC and the Nasdaq Stock Market.
PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING
Our Insider Trading Compliance Policy prohibits our directors, officers and employees, as well as any of our contractors with access to our sales, financial and clinical data, from engaging in any hedging transactions. Under the policy, hedging transactions include any transactions that are intended to hedge or offset any decrease in the market value of our securities held by the individual as well as certain forms of monetization transactions (including forward contracts and zero-cost collars).
DELINQUENT SECTION 16(A) REPORTS
Under Section 16(a) of the Exchange Act and SEC rules, our directors, executive officers and beneficial owners of more than ten percent of any class of our equity securities are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on our review of these reports and representations of such reporting persons, we believe that in 2022 such reporting persons met all applicable Section 16(a) requirements, with the exception of (i) James N. Wilson, who filed late on June 6, 2022 reporting one transaction not reported on a timely basis with respect to gifts of shares of the Company’s common stock, and (ii) Dr. Belanoff, Messrs. Guyer, Lyon, Maduck, Mokari, and Robb, and Dr. Hunt, who filed late reports on February 11, 2022, each reporting one transaction not reported on a timely basis with respect to grants of stock options.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Our goal is to offer competitive compensation that rewards good short-term and long-term performance. We pay direct compensation consisting of base salary, cash bonuses for the achievement of significant corporate goals, sales commissions and equity grants (which typically vest over four years). The Compensation Committee has primary responsibility for designing and administering our compensation program.
This section discusses the principles underlying the compensation of the named executive officers included in the “Summary Compensation Table” and the factors that determined their compensation in 2022. Our named executive officers for 2022 were Joseph K. Belanoff, M.D., Chief Executive Officer and President; Atabak Mokari, Chief Financial Officer and Treasurer; Hazel Hunt, Ph.D., Chief Scientific Officer; Sean Maduck, President, Corcept Endocrinology; and Charles Robb, Chief Business Officer and Secretary.
On April 6, 2022, our Board appointed Mr. Maduck as President, Corcept Endocrinology.
Executive Summary
In 2022, we achieved significant clinical, commercial and financial goals:
•Advanced the clinical development of our proprietary selective cortisol modulators as potential treatments for patients with Cushing’s syndrome, recurrent platinum-resistant ovarian cancer; prostate cancer; advanced adrenocortical cancer with cortisol excess; amyotropic lateral sclerosis; and non-alcoholic steatohepatitis.
•Advanced promising compounds from our portfolio of selective cortisol modulators towards the clinic.
•Increased revenue to $401.9 million in 2022 from $366.0 million in 2021, despite commercial challenges posed by the COVID-19 pandemic.
•Continued to assert successfully our patents directed to the use of Korlym® to treat patients with Cushing’s syndrome. Strengthened our global patent portfolio with respect to our selective cortisol modulators and their potential use as treatments for a wide variety of endocrine, oncologic, metabolic and neurological disorders.
•Strengthened the organization through addition of key contributors necessary to advance our clinical projects and commercial programs.
Executive Compensation 2022 Program Overview
Based on our compensation principles and in light of what the Compensation Committee and the Board determined to be strong performance by the company and its named executive officers, the Compensation Committee and the Board took the following actions with respect to the compensation of our named executive officers for 2022:
Base Salary. Effective February 1, 2022, the Compensation Committee recommended, and the Board approved, approximately a six percent increase to the annual base salary of Dr. Belanoff and Mr. Mokari, and approximately a five percent increase to the annual base salaries of Dr. Hunt, Mr. Maduck and Mr. Robb.
Bonuses. In accordance with our practice of awarding cash bonuses for the achievement of significant corporate goals, in March 2023, 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 2022, the Compensation Committee recommended, and the Board approved, the grant of options to each of our named executive officers. In May 2022, Mr. Maduck was granted additional options in connection with his appointment as President, Corcept Endocrinology. These grants vest over a four-year period, subject to the recipient’s continued employment. In September 2022, Messrs. Maduck, Mokari and Robb were granted restricted stock awards (“RSAs”) in connection with their participation in our Employee Stock Purchase Plan (“ESPP”). These awards vest on the one-year anniversary of the award date, subject to certain requirements under the ESPP.
Strong Stockholder Support for our Compensation Decisions
Stockholders controlling 93 percent of the shares voted at our 2020 annual meeting voted to approve the 2019 compensation of our named executive officers. 58 percent of the shares voted at our 2017 annual meeting voted to approve our practice of submitting the compensation of named executive officers to a non-binding stockholder vote once every three
years. The Compensation Committee did not change the design of our compensation programs during 2022. The Compensation Committee’s objective continues to be aligning management’s and our stockholders’ interests in long-term value creation. In accordance with our practice on the frequency of advisory votes on the compensation of our named executive officers, we are seeking the approval of our stockholders, on an advisory basis, of our named executive officers’ compensation at the 2023 Annual Meeting. See Proposal 3 in this proxy statement.
Compensation Principles and Objectives
We rely on our compensation program to attract, motivate and retain highly-qualified executive officers by paying them competitively and in a manner that reflects our performance and their contributions to it. Each year, the Board sets goals designed to link each named executive officer’s compensation to significant increases in Corcept’s long-term value. These goals reference the attainment of research, development, commercial and financial objectives, which the Board evaluates at the end of each year. Because drug development can take many years, the largest portion of our named executives’ compensation consists of option grants that are subject to extended vesting periods and reward achievements that increase stockholder value in the long term.
Except for their salaries, compensation for our named executive officers is performance-based. The Compensation Committee determines the structure and amount of performance-based compensation based on its members’ many years’ experience with and understanding of the most effective practices in the biotechnology and specialty pharmaceutical industry.
These are the Compensation Committee’s objectives:
•Align executive and stockholder interests by providing bonuses and equity awards that are tied to company and individual performance in the short- and long-term; and
•Take advantage of the fact that Corcept has relatively few employees compared to its revenue and the scope of its development activities to offer compensation that the companies with whom we compete for talent have difficulty matching.
The members of the Compensation Committee are seasoned executives of, consultants to, or investors in the biotechnology and specialty pharmaceutical industry. Collectively the Chairman of the Board and members of the Compensation Committee have served as board and compensation committee members of many public and privately held companies including Enochian Biosciences, Symantec, Sunesis Pharmaceuticals, Adamas Pharmaceuticals and Cerus Corporation. As a result, we believe that the Chairman of the Board and the members of the Compensation Committee (as well as our other Board members) clearly understand the compensation structures and amounts that are necessary to attract, motivate and retain management talent in our industry.
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 evaluates the performance of all executives other than himself and makes compensation recommendations. The Compensation Committee bases its decisions on the Chief Executive Officer’s input, the input of other Board members and its own evaluation of the achievements of Corcept and of each executive. The Compensation Committee then 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.
Tax Considerations
The Compensation Committee considers the impact of Section 162(m) of the Internal Revenue Code of 1986, as amended, which limits the tax deductibility of annual compensation in excess of $1,000,000 paid to individuals who have ever served as named executive officers, in light of our overall compensation philosophy and objectives. 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 appropriate.
Elements of Executive Compensation
Base Salary
The Compensation Committee determines or recommends executive salaries based on its members’ knowledge of current industry employment practices and their many years of assessing the salaries required to attract, motivate and retain talented executives in a competitive market. Base salary increases are not determined formulaically. Rather, each year the
Compensation Committee reviews the Chief Executive Officer’s base salary to determine if a change is appropriate based on its assessment of market trends and the company’s circumstances and performance. The Compensation Committee applies similar scrutiny to the salaries of our other officers, with input from the Chief Executive Officer and other Board members. Based on the Compensation Committee’s assessment of market trends, the Compensation Committee recommended and the Board approved approximately a six percent increase to the annual base salary of Dr. Belanoff effective February 1, 2022, resulting in a 2022 annual base salary of $900,000. For the same reason, as well as to reflect the increased scope and magnitude of their responsibilities at the Company, the Compensation Committee recommended and the Board approved, effective February 1, 2022, approximately a six percent increase to the annual base salary of Mr. Mokari, and approximately a five percent increase to the annual base salaries of Dr. Hunt, Mr. Maduck and Mr. Robb, resulting in 2022 annual base salaries of $495,000 for Mr. Mokari, $575,000 for each of Dr. Hunt and Mr. Maduck, and $630,000 for Mr. Robb.
Performance-Based Compensation
Cash Bonus. We pay discretionary bonuses annually based on the Compensation Committee’s assessment of our progress toward the achievement of significant long-term corporate goals and the contribution to such achievements of each named executive officer. We also maintain the discretion to pay bonuses when significant goals are met.Such goals may include successful completion of a clinical trial, approval of a new product, a significant increase in revenue or profitability, or substantial improvements in our management or operational capabilities. The discretionary bonuses incentivize achievement of our near-term objectives, consistent with our long-term goals.
Target annual bonuses for our named executive officers are set as a percentage of their salaries and designed to be market competitive and allow us to attract and retain talent.The Compensation Committee determines each year’s actual bonus amounts based on its evaluation of company-wide and individual performance. For 2022, the target annual bonuses for our named executive officers were 100 percent of salary for Dr. Belanoff and 50 percent of salary for Dr. Hunt, Mr. Maduck, Mr. Mokari and Mr. Robb.
In February 2023, the Compensation Committee evaluated the performance of our company and each of our named executive officers with respect to progress towards the achievement of our long-term goals and identified the accomplishments set forth in the Executive Summary above. These include: (i) enrolling patients in GRACE, our Phase 3 trial of relacorilant in patients with Cushing’s syndrome; (ii) enrolling patients in GRADIENT, our Phase 3 trial of relacorilant in patients whose Cushing’s syndrome is caused by adrenal adenomas; (iii) initiating CATALYST, a Phase 4 trial examining the prevalence of hypercortisolism in patients with difficult to control type 2 diabetes and its treatment of hypercortisolism in such patients with Korlym; (iv) initiating and enrolling a Phase 3 trial of relacorilant combined with nab-paclitaxel in patients with recurrent platinum resistant ovarian cancer; (v) selecting relacorilant in combination with enzalutamide to proceed to a Phase 2 trial in prostate cancer; (vi) initiating and enrolling a Phase 1b trial of relacorilant, in combination with pembrolizumab, in patients with metastatic or unresectable adrenal cancer with cortisol excess; (vii) initiating and enrolling a Phase 2 trial of dazucorilant in patients with amyotrophic lateral sclerosis (ALS); (viii) enrolling a Phase 1b trial of miricorilant in patients with non-alcoholic steatohepatitis; and (ix) increasing our revenue.
In light of these accomplishments and the team’s individual contributions, the Compensation Committee recommended, and the Board approved, the payment of bonuses to all employees of the company, including payments to our named executive officers as set forth below.
| | | | | | | | | | | | | | |
| Executive | | Target Bonus Achievement
(%) | | Bonus Amount
($) |
| Joseph K. Belanoff, M.D. | | 100% | | $ | 900,000 | |
| Hazel Hunt, Ph.D. | | 110% | | $ | 316,250 | |
| Sean Maduck | | 80% | | $ | 230,000 | |
| Atabak Mokari | | 100% | | $ | 247,500 | |
| Charles Robb | | 100% | | $ | 315,000 | |
Long-Term Equity Incentive Program
All of our employees are eligible to receive grants of stock options under our 2012 Incentive Award Plan (“2012 Plan”). We believe that equity incentives are necessary to link compensation to the performance of our stock and our sustained growth. With respect to our named executive officers, we have used stock options as our long-term performance-based equity incentive vehicle because we believe they maximize the incentive to increase stockholder value, since there is no financial gain unless our stock price appreciates.
The Compensation Committee or the Board typically grant stock options when a named executive officer joins Corcept and then annually in connection with its evaluation of the named executive officer’s expected future performance. The Compensation Committee 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 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. There is no set formula. The relative weight given to each of these considerations is at the Compensation Committee’s discretion.
To incentivize continued employment, stock options granted to our named executive officers generally vest over four years. We have occasionally granted stock options that vest based on the attainment of performance goals. Stock option awards generally expire ten years from the date of the grant, which allows the executive to focus on creating and maintaining long-term stockholder value and to have a reasonable opportunity to benefit from price appreciation in our shares. The exercise price is set at the last quoted price per share on the Nasdaq Capital Market on the date of grant.
In February 2022, the Compensation Committee recommended, and the Board approved, the following option grants to our named executive officers: Dr. Belanoff: 500,000 shares; Dr. Hunt: 200,000 shares; Mr. Maduck: 200,000 shares; Mr. Mokari: 100,000 shares; and Mr. Robb: 200,000 shares. The size of each award was based on the Compensation Committee’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 May 2022, in connection with Mr. Maduck’s promotion to President, Corcept Endocrinology, the Board granted Mr. Maduck an option to purchase 50,000 shares of the Company’s common stock. The awards vest in 48 equal monthly installments from the grant date, subject to the recipient’s continued employment at each monthly vesting date.
All of our employees are eligible to participate in our ESPP under our 2012 Plan. Our ESPP allows employees to set aside, by means of payroll deductions, up to ten percent of their annual cash compensation for the purchase of our common stock at the fair market value of our stock on the purchase date. For each purchased share, the participating employee will receive one matching share, also issued from the 2012 Plan, if certain conditions are met. There is no vesting requirement for shares issued pursuant to the ESPP purchase. The matching share will be granted in the form of a RSA that will vest on the one-year anniversary of the respective ESPP purchase date. The vesting condition on the RSA is that the participating employee hold the corresponding share purchased under the ESPP for one year from the purchase date.
In September 2022, in connection with their participation in our ESPP, the following RSAs were granted to our named executive officers: Mr. Maduck: 922 shares; Mr. Mokari: 793 shares; and Mr. Robb: 1,010 shares. The size of each award was based on the named executive officer’s percentage contribution election at the time of enrollment.
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 these agreements are the same for all of the named executive officers. For a detailed description, see “Potential Payments Upon Termination or Change in Control– Severance and Change in Control 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.
Retirement Plans. We have a Section 401(k) Savings/Retirement Plan, or 401(k) Plan, to cover eligible U.S. 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 match 100 percent of contributions made by eligible employees up to the maximum permitted by the Internal Revenue Code. In addition, in 2022, we contributed to the UK People’s Pension on behalf of Dr. Hunt.
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.
Policies with Respect to Equity Compensation Awards
Our policy is to grant stock option awards with an exercise price equal to the last quoted price per share on the Nasdaq Capital Market on the date of grant. We do not select option grant dates for named executive officers in coordination with the release of material non-public information.
We have an insider trading policy that prohibits our named executive officers and Board members from engaging in certain transactions in our stock, including short sales, and in derivative securities related to our stock. For a detailed description, see “Prohibition of Employee, Officer and Director Hedging,” above.
2022 Summary Compensation Table
The following table provides compensation information for the years ended December 31, 2022, 2021 and 2020 for each of our named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | | Year | | Base Salary
($) | | Bonus
($) (1) | | Option
Awards
($) (2) | | Stock Awards
($) (3) | | All Other
Compensation
($) (4) | | Total
($) |
| Joseph K. Belanoff, M.D., | | 2022 | | $ | 895,833 | | | $ | 900,000 | | | $ | 5,536,424 | | | — | | $ | 20,500 | | | $ | 7,352,757 | |
| Chief Executive Officer and | | 2021 | | $ | 843,750 | | | $ | 850,000 | | | $ | 9,290,888 | | | — | | — | | | $ | 10,984,638 | |
| President (5) | | 2020 | | $ | 769,567 | | | $ | 744,000 | | | $ | 4,237,643 | | | — | | $ | 10,892 | | | $ | 5,762,102 | |
| Hazel Hunt, Ph.D., | | 2022 | | $ | 572,917 | | | $ | 316,250 | | | $ | 2,214,569 | | | — | | $ | 5,989 | | | $ | 3,109,725 | |
| Chief Scientific Officer (6) | | 2021 | | $ | 517,292 | | | $ | 309,375 | | | $ | 3,716,355 | | | — | | $ | 6,661 | | | $ | 4,549,683 | |
| | 2020 | | $ | 431,873 | | | $ | 243,000 | | | $ | 2,084,640 | | | — | | $ | 6,180 | | | $ | 2,765,693 | |
| Sean Maduck, | | 2022 | | $ | 572,917 | | | $ | 230,000 | | | $ | 2,866,685 | | | $ | 23,954 | | | $ | 20,500 | | | $ | 3,714,056 | |
| President, Corcept | | 2021 | | $ | 519,451 | | | $ | 309,375 | | | $ | 3,716,355 | | | — | | — | | | $ | 4,545,181 | |
| Endocrinology (7) | | 2020 | | $ | 474,380 | | | $ | 214,157 | | | $ | 2,508,404 | | | — | | — | | | $ | 3,196,941 | |
| Atabak Mokari, | | 2022 | | $ | 492,750 | | | $ | 247,500 | | | $ | 1,107,285 | | | $ | 20,602 | | | $ | 20,500 | | | $ | 1,888,637 | |
| Chief Financial Officer | | 2021 | | $ | 390,000 | | | $ | 219,977 | | | $ | 6,411,662 | | | — | | — | | | $ | 7,021,639 | |
| Charles Robb, | | 2022 | | $ | 627,500 | | | $ | 315,000 | | | $ | 2,214,569 | | | $ | 26,240 | | | $ | 20,500 | | | $ | 3,203,809 | |
| Chief Business Officer and | | 2021 | | $ | 562,575 | | | $ | 337,500 | | | $ | 4,357,521 | | | — | | — | | | $ | 5,257,596 | |
| Secretary | | 2020 | | $ | 474,380 | | | $ | 321,236 | | | $ | 2,118,822 | | | — | | — | | | $ | 2,914,438 | |
| | | | | |
| (1) | Amounts constitute discretionary bonuses paid to each named executive officer based on our Compensation Committee’s and Board’s determination of corporate and individual performance. |
| (2) | Amounts shown do not reflect compensation actually received by the named executive officers or the actual value that may be recognized by the named executive officers with respect to these awards in the future. Amounts reported constitute the grant date fair value of option awards as calculated under FASB ASC Topic 718. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) – Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Preferred Stock and Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2022. |
| (3) | Amounts shown do not reflect compensation actually received by the named executive officers or the actual value that may be recognized by the named executive officers with respect to these awards in the future. Amounts reported constitute the aggregate grant date fair value of restricted stock awards based on the closing market price of the Company’s common stock on the date of grant. |
| (4) | Amounts reflected in All Other Compensation for 2022 consist of contributions by Corcept Therapeutics Incorporated under our 401(k) Plan and, for Dr. Hunt, amounts contributed on her behalf to the UK People’s Pension. Amounts contributed for Dr. Hunt are paid in pounds sterling and converted to U.S. dollars as presented in the table on each payroll date using the exchange rate reported by Xe Currency Exchange as of the payment date. |
| (5) | In February 2021, our Board approved a one-time payment of a $10,892 tax gross-up to reimburse Dr. Belanoff for an additional tax liability he incurred arising from a computational error made by the Company in connection with his net (cashless) exercise of stock options in 2019. |
| (6) | Dr. Hunt’s base salary and bonus amounts are established in U.S. dollars as presented in the table and converted into pounds sterling on each payroll date using the exchange rate reported by Xe Currency Exchange as of the payment date. |
| (7) | Mr. Maduck served as our Chief Commercial Officer until April 5, 2022. Effective April 6, 2022, Mr. Maduck was promoted to President, Corcept Endocrinology. |
8
Grants of Plan-Based Awards During 2022
The following table summarizes the grants of option and restricted stock awards we made to the named executive officers in 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Grant
Date | | All Option Awards: Number of Securities Underlying Options
(# of shares) (1) | | Exercise Price of Option Awards
($/share) | | All Restricted Stock Awards: Number of Awards
(# of shares) (2) | | Grant Date Fair Value of Option and Restricted Stock Awards
($) (3) |
| Joseph K. Belanoff, M.D. | | 2/2/2022 | | 500,000 | | $ | 19.26 | | | — | | $ | 5,536,424 | |
| Hazel Hunt, Ph.D. | | 2/2/2022 | | 200,000 | | $ | 19.26 | | | — | | $ | 2,214,569 | |
| Sean Maduck | | 2/2/2022 | | 200,000 | | $ | 19.26 | | | — | | $ | 2,214,569 | |
| | 5/2/2022 | | 50,000 | | $ | 22.05 | | | — | | $ | 652,116 | |
| | 9/1/2022 | | — | | — | | | 922 | | $ | 23,954 | |
| Atabak Mokari | | 2/2/2022 | | 100,000 | | $ | 19.26 | | | — | | $ | 1,107,285 | |
| | 9/1/2022 | | — | | — | | | 793 | | $ | 20,602 | |
| Charles Robb | | 2/2/2022 | | 200,000 | | $ | 19.26 | | | — | | $ | 2,214,569 | |
| | 9/1/2022 | | — | | — | | | 1,010 | | $ | 26,240 | |
| | | | | |
| (1) | These options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the executive’s continued employment through the applicable vesting date. |
| (2) | These awards vest on the first anniversary of the grant date, subject to the executive’s continued employment through the vesting date. |
| (3) | The amount reported constitutes the grant date fair value of the option and restricted stock awards, calculated in accordance with FASB ASC Topic 718. Refer to Part IV – Item 15(1) – Financial Statements, Notes to Financial Statements, Note 7 – “Preferred Stock and Stockholders’ Equity – Option Valuation Assumptions” in our Annual Report on Form 10-K for the year ended December 31, 2022 for the relevant assumptions used to determine the valuation of our option awards. |
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes outstanding options and restricted stock awards for each of our named executive officers as of December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Option Awards | | Restricted Stock Awards | |
| Name | | Vesting Commencement Date (1) | | Number of Securities Underlying Unexercised Options Exercisable
(# of shares) | | Number of Securities Underlying Unexercised Options Unexercisable
(# of shares) | | Option Exercise Price
($/share) | | Option Expiration Date | | Number of Shares of Stock That Have Not Vested
(# of shares) | | Market Value of Shares of Stock That Have Not Vested
($) | |
| Joseph K. | | 2/18/2015 | | 450,000 | | | — | | | $ | 3.29 | | | 2/18/2025 | | — | | | — | | |
| Belanoff, M.D. | | 2/26/2016 | | 550,000 | | | — | | | $ | 3.88 | | | 2/26/2026 | | — | | | — | | |
| | 2/10/2017 | | 550,000 | | | — | | | $ | 8.27 | | | 2/10/2027 | | — | | | — | | |
| | 2/7/2018 | | 475,000 | | | — | | | $ | 16.52 | | | 2/7/2028 | | — | | | — | | |
| | 2/8/2019 | | 455,208 | | | 19,792 | | | $ | 11.35 | | | 2/8/2029 | | — | | | — | | |
| | 2/7/2020 | | 354,166 | | | 145,834 | | | $ | 13.56 | | | 2/7/2030 | | — | | | — | | |
| | 2/5/2021 | | 229,166 | | | 270,834 | | | $ | 29.41 | | | 2/5/2031 | | — | | | — | | |
| | 2/2/2022 | | 104,166 | | | 395,834 | | | $ | 19.26 | | | 2/2/2032 | | — | | | — | | |
| Hazel | | 2/6/2014 | | 100,000 | | | — | | | $ | 3.02 | | | 2/6/2024 | | — | | | — | | |
| Hunt, Ph.D. | | 9/11/2014 | | 60,000 | | | — | | | $ | 2.81 | | | 9/11/2024 | | — | | | — | | |
| | 2/18/2015 | | 150,000 | | | — | | | $ | 3.29 | | | 2/18/2025 | | — | | | — | | |
| | 2/26/2016 | | 150,000 | | | — | | | $ | 3.88 | | | 2/26/2026 | | — | | | — | | |
| | 2/10/2017 | | 200,000 | | | — | | | $ | 8.27 | | | 2/10/2027 | | — | | | — | | |
| | 2/7/2018 | | 150,000 | | | — | | | $ | 16.52 | | | 2/7/2028 | | — | | | — | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/8/2019 | | 143,750 | | | 6,250 | | | $ | 11.35 | | | 2/8/2029 | | — | | | — | | |
| | 2/7/2020 | | 141,666 | | | 58,334 | | | $ | 13.56 | | | 2/7/2030 | | — | | | — | | |
| | 7/1/2020 | | 24,166 | | | 15,834 | | | $ | 15.82 | | | 7/13/2030 | | — | | | — | | |
| | 2/5/2021 | | 91,666 | | | 108,334 | | | $ | 29.41 | | | 2/5/2031 | | — | | | — | | |
| | 2/2/2022 | | 41,666 | | | 158,334 | | | $ | 19.26 | | | 2/2/2032 | | — | | | — | | |
| Sean Maduck | | 10/16/2013 | | 10,000 | | | — | | | $ | 1.92 | | | 11/19/2023 | | — | | | — | | |
| | 2/6/2014 | | 40,000 | | | — | | | $ | 3.02 | | | 2/6/2024 | | — | | | — | | |
| | 8/1/2014 | | 55,009 | | | — | | | $ | 2.61 | | | 8/7/2024 | | — | | | — | | |
| | 2/18/2015 | | 31,977 | | | — | | | $ | 3.29 | | | 2/18/2025 | | — | | | — | | |
| | 2/26/2016 | | 150,000 | | | — | | | $ | 3.88 | | | 2/26/2026 | | — | | | — | | |
| | 4/27/2016 | | 150,000 | | | — | | | $ | 5.05 | | | 5/2/2026 | | — | | | — | | |
| | 2/10/2017 | | 400,000 | | | — | | | $ | 8.27 | | | 2/10/2027 | | — | | | — | | |
| | 2/7/2018 | | 200,000 | | | — | | | $ | 16.52 | | | 2/7/2028 | | — | | | — | | |
| | 2/8/2019 | | 191,666 | | | 8,334 | | | $ | 11.35 | | | 2/8/2029 | | — | | | — | | |
| | 2/7/2020 | | 177,083 | | | 72,917 | | | $ | 13.56 | | | 2/7/2030 | | — | | | — | | |
| | 7/1/2020 | | 24,166 | | | 15,834 | | | $ | 15.82 | | | 7/13/2030 | | — | | | — | | |
| | 2/5/2021 | | 91,666 | | | 108,334 | | | $ | 29.41 | | | 2/5/2031 | | — | | | — | | |
| | 2/2/2022 | | 41,666 | | | 158,334 | | | $ | 19.26 | | | 2/2/2032 | | — | | | — | | |
| | 4/6/2022 | | 8,333 | | | 41,667 | | | $ | 22.05 | | | 5/2/2032 | | — | | | — | | |
| | 9/1/2022 | | — | | | — | | | $ | — | | | — | | | 922 | | | $ | 18,726 | | (3) |
| Atabak Mokari | | 3/1/2021 | | 175,000 | | | 225,000 | | | $ | 25.46 | | | 3/1/2031 | | — | | | — | | (2) |
| | 2/2/2022 | | 20,833 | | | 79,167 | | | $ | 19.26 | | | 2/2/2032 | | — | | | — | | |
| | 9/1/2022 | | — | | | — | | | — | | | — | | | 793 | | | $ | 16,106 | | (3) |
| Charles Robb | | 11/19/2013 | | 45,000 | | | — | | | $ | 1.92 | | | 11/19/2023 | | — | | | — | | |
| | 2/18/2015 | | 150,000 | | | — | | | $ | 3.29 | | | 2/18/2025 | | — | | | — | | |
| | 2/26/2016 | | 150,000 | | | — | | | $ | 3.88 | | | 2/26/2026 | | — | | | — | | |
| | 2/10/2017 | | 200,000 | | | — | | | $ | 8.27 | | | 2/10/2027 | | — | | | — | | |
| | 2/7/2018 | | 200,000 | | | — | | | $ | 16.52 | | | 2/7/2028 | | — | | | — | | |
| | 2/8/2019 | | 239,583 | | | 10,417 | | | $ | 11.35 | | | 2/8/2029 | | — | | | — | | |
| | 2/7/2020 | | 177,083 | | | 72,917 | | | $ | 13.56 | | | 2/7/2030 | | — | | | — | | |
| | 2/5/2021 | | 91,666 | | | 108,334 | | | $ | 29.41 | | | 2/5/2031 | | — | | | — | | |
| | 3/1/2021 | | 17,500 | | | 22,500 | | | $ | 25.46 | | | 3/1/2031 | | — | | | — | | |
| | 2/2/2022 | | 41,666 | | | 158,334 | | | $ | 19.26 | | | 2/2/2032 | | — | | | — | | |
| | 9/1/2022 | | — | | | — | | | — | | | — | | | 1,010 | | | $ | 20,513 | | (3) |
| | | | | |
| (1) | Except for footnotes (2) and (3), these options vest in 48 equal installments on each monthly anniversary of the grant date until fully vested, subject to the executive’s continued employment through the applicable vesting date. |
| (2) | 25 percent of Mr. Mokari’s grant vested on the one-year anniversary of the initial grant date and then in 36 equally installments on each monthly anniversary of the grant date until fully vested, subject to the Mr. Mokari’s continued employment through the applicable vesting date. |
| (3) | These awards vest on the one-year anniversary of the ESPP purchase date, subject to the executive’s continued employment and on the condition that the executive held the corresponding share purchased under the ESPP through the vesting date. |
Option Exercises in 2022
The following table includes information regarding options exercised by our named executive officers in 2022.
| | | | | | | | | | | | | | |
| Name | | Number of Shares Acquired On Exercise
(# of shares) | | Value Realized on Exercise
($) (1) |
| Joseph K. Belanoff, M.D. (2) | | 800,000 | | $ | 19,308,000 | |
| Hazel Hunt, Ph.D. (3) | | 90,000 | | $ | 1,751,850 | |
| Sean Maduck (4) | | 140,625 | | $ | 3,370,439 | |
| Charles Robb (5) | | 200,000 | | $ | 4,815,287 | |
| | | | | |
| (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 cashless option exercise whereby 451,189 shares were surrendered to us in satisfaction of the related exercise cost and tax obligations. |
| (3) | The shares acquired on exercise by Dr. Hunt were issued as part of a cashless option exercise whereby 55,347 shares were surrendered to us in satisfaction of the related exercise cost and tax obligations. |
| (4) | 5,000 of the 140,625 shares acquired on exercise by Mr. Maduck were issued as part of a cashless option exercise whereby 406 shares were surrendered to us in satisfaction of the related exercise cost. 135,625 of the 140,625 shares were acquired by Mr. Maduck as part of a cash exercise. |
| (5) | 167,323 of the 200,000 shares acquired on exercise by Mr. Robb were issued as part of a cashless option exercise whereby 93,922 shares were surrendered to us in satisfaction of the related exercise cost and tax obligations. 32,677 of the 200,000 shares were acquired by Mr. Robb as part of a cash exercise. |
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. They provide that if the executive’s employment is terminated by us without “cause” or by the executive for “good reason” (as each term is defined in the agreements) prior to or more than 18 months following a change in control, the executive will be eligible to receive 12 months of his or her then-current base salary, payable in substantially equal installments in accordance with the company’s customary payroll procedures, and continued health insurance coverage for up to 12 months following the date of termination. In addition, the agreements provide that in the event the executive’s employment is terminated by us without “cause” or by the executive for “good reason” within 18 months following a change in control, the executive will be eligible to receive an amount equal to 12 months of his or her then-current base salary payable in a lump sum, continued health insurance coverage for up to 12 months following the date of termination, and full vesting of all outstanding equity awards. The receipt of any severance will be subject to the executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to us within 60 days following executive’s termination of employment. No severance will be paid or provided until the separation agreement and release of claims becomes effective.
The following table reflects compensation payable to each of our named executive officers upon a change in control or various employment termination events. The amounts shown below assume that (i) the named executive officer experienced a qualifying termination effective as of December 31, 2022 or (ii) a change in control of our company occurred and the named executive officer experienced a qualifying termination on December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | |
| 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 | | $ | 900,000 | | | $ | 900,000 | | |
| | Accelerated Vesting of Stock Options and Restricted Stock | | — | | | 1,577,342 | | (1) |
| | Health Insurance Benefit | | 22,696 | | | 22,696 | | |
| | Total | | $ | 922,696 | | | $ | 2,500,038 | | |
| Hazel Hunt, Ph.D. | | Base Salary | | $ | 575,000 | | | $ | 575,000 | | |
| | Accelerated Vesting of Stock Options and Restricted Stock | | — | | | 687,100 | | (1) |
| | Health Insurance Benefit | | 3,072 | | | 3,072 | | |
| | Total | | $ | 578,072 | | | $ | 1,265,172 | | |
| Sean Maduck | | Base Salary | | $ | 575,000 | | | $ | 575,000 | | |
| | Accelerated Vesting of Stock Options and Restricted Stock | | — | | | 822,934 | | (1) |
| | Health Insurance Benefit | | 32,547 | | | 32,547 | | |
| | Total | | $ | 607,547 | | | $ | 1,430,481 | | |
| Atabak Mokari | | Base Salary | | $ | 495,000 | | | $ | 495,000 | | |
| | Accelerated Vesting of Stock Options and Restricted Stock | | — | | | 99,231 | | (1) |
| | Health Benefit | | 307 | | | 307 | | |
| | Total | | $ | 495,307 | | | $ | 594,538 | | |
| Charles Robb | | Base Salary | | $ | 630,000 | | | $ | 630,000 | | |
| | Accelerated Vesting of Stock Options and Restricted Stock | | — | | | 772,290 | | (1) |
| | Health Benefit | | 20,287 | | | 20,287 | | |
| | Total | | $ | 650,287 | | | $ | 1,422,577 | | |
| | | | | |
| (1) | For unvested options held by named executive officers as of December 31, 2022, 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, 2022, which was $20.31, over the exercise price of the option grant, multiplied by the number of unvested shares subject to the option as of that date and for unvested restricted stock held by named executive officers as of December 31, 2022, the value ascribed to the accelerated vesting benefit under the Severance and Change in Control Agreements is calculated by multiplying $20.31 by the number of unvested shares of restricted stock 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.
Pay Ratio Disclosure
The Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K require us to report the ratio of the median annual compensation of our full- and part-time employees in 2022 (that is, the compensation of the employee whose compensation is in the middle of the group, with as many employees earning more as earning less, not including our Chief Executive Officer (“CEO”)) to the annual total compensation of our CEO.
We identified the employee with median compensation by comparing the W-2 gross income (Box 1) of all full- and part-time employees based in the United States (except our CEO) and Form P60 gross income of all full- and part- time employees based in the United Kingdom who were employed on December 31, 2022. Dr. Hunt’s salary is established in U.S. dollars. Salaries for all other employees based in the United Kingdom are converted from pounds sterling using the exchange rate reported by Xe Currency Exchange on December 31, 2022. We calculated median employee’s compensation using the same methodology as was used to calculate the Named Executive Officers’ compensation for purposes of the 2022 Summary Compensation Table. To permit meaningful comparisons between employees who worked for us less than the entire year and those who worked for us during the entire year, we annualized each permanent employee’s compensation based on the percentage of the year they worked for us. The annual total compensation of our median employee was $276,749 for 2022, including base salary earned for 2022, the grant date fair value of options awarded in 2022 and the bonus paid in February 2023 with respect to 2022 performance.
As disclosed above in the Summary Compensation Table, our CEO’s annual total compensation for 2022 was $7,352,757.
As calculated above, the annual total compensation of our median employee excluding the CEO to that of our CEO is as follows:
| | | | | |
| Median employee | $ | 276,749 | |
| CEO | $ | 7,352,757 | |
| Ratio | 27:1 |
Because public companies use different methods to calculate their pay ratios, the ratio we report should not be used as a basis for comparing Corcept to its peers.
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | Summary Compensation Table Total for CEO
($) (1) | | Compensation Actually Paid to CEO
($) (2) | | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (“NEOs”)
($) (3) | | Average Compensation Actually Paid to Non-CEO NEOs
($) (2)(3) | | Value of Initial Fixed $100 Investment Based on: | | Net Income
($ thousands) | | Revenue
($ thousands) |
| | | | | Total Shareholder Return
($) (4) | | Peer Group Total Shareholder Return
($) (4)(5) | | |
| 2022 | | $ | 7,352,757 | | | $ | 9,573,427 | | | $ | 2,979,057 | | | $ | 3,906,349 | | | $ | 168 | | | $ | 123 | | | $ | 101,418 | | | $ | 401,858 | |
| 2021 | | $ | 10,984,638 | | | $ | 4,250,676 | | | $ | 5,343,525 | | | $ | 2,622,461 | | | $ | 164 | | | $ | 153 | | | $ | 112,512 | | | $ | 365,978 | |
| 2020 | | $ | 5,762,102 | | | $ | 13,607,297 | | | $ | 2,735,088 | | | $ | 6,189,352 | | | $ | 216 | | | $ | 121 | | | $ | 106,011 | | | $ | 353,874 | |
| | | | | |
| (1) | Dr. Belanoff was the CEO and President for each of 2022, 2021 and 2020. |
| (2) | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine Compensation Actually Paid as reported in the Pay versus Performance Table. Compensation Actually Paid does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a value calculated under applicable SEC rules. In general, Compensation Actually Paid is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). Named executive officers do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. |
| (3) | The non-CEO named executive officers reflects the following individuals in each year:
2022: Dr. Hunt and Messrs. Mokari, Maduck and Robb
2021: Dr. Hunt and Messrs. Mokari, Maduck and Robb
2020: Dr. Hunt, Dr. Grauer and Messrs. Maduck and Robb |
| (4) | Total Stockholder Return is determined based on the value of an initial fixed investment of $100 at December 31, 2019. |
| (5) | The Peer Group referenced for purpose of the Total Stockholder Return comparison consists of the Nasdaq US Benchmark TR Index. |
The following table outlines the adjustments made to the compensation earned by our CEO and non-CEO NEOs, as presented in the Summary Compensation Table, to derive the Compensation Actually Paid to our CEO and non-CEO NEOs.
| | | | | | | | | | | | | | | | | | | | |
| Item and Value Added (Deducted) | | 2022 | | 2021 | | 2020 |
| For CEO: | | | | | | |
| Summary Compensation Table Total | | $ | 7,352,757 | | | $ | 10,984,638 | | | $ | 5,762,102 | |
| - Summary Compensation Table “Option Awards” column value | | (5,536,424) | | | (9,290,888) | | | (4,237,643) | |
| + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 4,812,726 | | | 4,463,817 | | | 6,532,652 | |
| +/- change in fair value of outstanding and unvested equity awards granted in prior years | | 384,719 | | | (2,243,056) | | | 3,713,993 | |
| + vest date fair value of equity awards granted in the covered year | | 1,539,784 | | | 1,337,023 | | | 1,036,875 | |
| +/- change in fair value of prior-year equity awards vested in the fiscal year | | 1,019,865 | | | (1,000,858) | | | 799,318 | |
| Compensation Actually Paid | | $ | 9,573,427 | | | $ | 4,250,676 | | | $ | 13,607,297 | |
| For Non-CEO NEOs (Average): | | | | | | |
| Summary Compensation Table Total | | $ | 2,979,057 | | | $ | 5,343,525 | | | $ | 2,735,088 | |
| - Summary Compensation Table “Option Awards” column value | | (2,100,777) | | | (4,550,473) | | | (1,995,790) | |
| - Summary Compensation Table “Stock Awards” column value | | (17,699) | | | — | | | — | |
| + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | | 1,824,946 | | | 2,558,473 | | | 3,072,071 | |
| +/- change in fair value of outstanding and unvested equity awards granted in prior years | | 183,637 | | | (821,551) | | | 1,680,311 | |
| + vest date fair value of equity awards granted in the covered year | | 569,394 | | | 424,525 | | | 462,731 | |
| +/- change in fair value of prior-year equity awards vested in the fiscal year | | 467,791 | | | (332,038) | | | 234,941 | |
| Compensation Actually Paid | | $ | 3,906,349 | | | $ | 2,622,461 | | | $ | 6,189,352 | |
2022 Most Important Measures to Determine Compensation Actually Paid
As required by Item 402 (v) of Regulation S-K, we have identified the following performance measures as being the most important in linking actual compensation paid to our executives to our performance. We believe short- and long-term shareholder value is best created by expanding our commercial business serving patients with Cushing’s syndrome and developing our proprietary selective cortisol modulators as treatments for diseases with serious medical need. The performance measures we use to evaluate our executives’ performance are operational as described below. For more information refer to the Elements of Executive Compensation of this proxy statement.
| | |
| Most Important Performance Measures |
| Revenue |
| Expand our commercial business serving patients with Cushing’s syndrome and continue to advance relacorilant as a potentially superior successor to Korlym |
| Advance our proprietary selective cortisol modulators as potential treatments for patients with solid tumors, metabolic disorders and ALS |
| Advance towards the clinic additional selective cortisol modulators and identify serious disorders for which they might fill an unmet medical need |
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2022 with respect to the shares of our common stock that may be issued under our equity compensation plan, the 2012 Incentive Award Plan.
| | | | | | | | | | | | | | | | | | | | | | | |
| | (a) | | (b) | | (c) | |
| Plan Category | | Number of Securities to be Issued upon Exercise of Outstanding Options and Vesting of Restricted Stock
(# of shares) | | Weighted Average Exercise Price of Outstanding Options
($/share) (1) | | Number of Securities
Available for Future Issuance Under Equity Compensation Plan (Excluding Securities Reflected in Column(a))
(# of shares) | |
| Equity compensation plan approved by stockholders | | 23,652,892 | | | $ | 15.13 | | | 10,860,885 | | (2) |
| Equity compensation plan not approved by stockholders | | — | | | — | | | — | | |
| Total | | 23,652,892 | | | $ | 15.13 | | | 10,860,885 | | |
| | | | | |
| (1) | The weighted average exercise price is calculated based solely on outstanding stock options. |
| (2) | Represents shares of common stock available for future issuance under our 2012 Incentive Award Plan as of December 31, 2022. |
DIRECTOR COMPENSATION
The following table provides compensation information for the one-year period ended December 31, 2022 for each non-employee member of our Board. Dr. Belanoff is not provided additional compensation for his service on our Board.
| | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash
($) | | Option Awards
($) (1)(2) | | Total
($) |
| James N. Wilson | | $ | 126,000 | | | $ | 552,986 | | | $ | 678,986 | |
| Gregg Alton | | $ | 85,000 | | | $ | 245,771 | | | $ | 330,771 | |
| G. Leonard Baker, Jr. | | $ | 66,000 | | | $ | 245,771 | | | $ | 311,771 | |
| Gillian M. Cannon, Ph.D. | | $ | 68,500 | | | $ | 245,771 | | | $ | 314,271 | |
| David L. Mahoney | | $ | 82,500 | | | $ | 245,771 | | | $ | 328,271 | |
| Joshua Murray | | $ | 62,500 | | | $ | 245,771 | | | $ | 308,271 | |
| Kimberly Park | | $ | 62,000 | | | $ | 245,771 | | | $ | 307,771 | |
| Daniel N. Swisher, Jr. | | $ | 60,000 | | | $ | 245,771 | | | $ | 305,771 | |
| | | | | |
| (1) | Amounts shown do not reflect compensation actually received by the directors or the actual value that may be recognized by the directors with respect to these awards in the future. Instead, the amounts shown represent the grant date fair value of the awards as calculated under FASB ASC Topic 718. The relevant assumptions used to calculate the value of the option awards are set forth in Part IV – Item 15(1) - Financial Statements, Notes to Consolidated Financial Statements, Note 7 – “Preferred Stock and Stockholders’ Equity – Stock-Based Compensation Related to Employee and Director Options” in our Annual Report on Form 10-K for the year ended December 31, 2022. |
| (2) | As of December 31, 2022, our non-employee directors held options outstanding to purchase the following number of shares: Mr. Wilson: 760,000; Mr. Alton: 130,000; Mr. Baker: 180,000; Dr. Cannon: 100,000, Mr. Mahoney: 270,000; Mr. Murray: 80,000; Ms. Park: 130,000; and Mr. Swisher: 207,500 shares. During 2022, Mr. Wilson, as chairman of the board, was granted an option to purchase 45,000 shares with a grant date fair value of $552,986, Messrs. Alton, Baker, Mahoney, Swisher, Dr. Cannon and Ms. Park were each granted an option to purchase 20,000 shares with a grant date fair value of $245,771. All of these awards vest in equal monthly installments over a one-year period, subject to continued service. |
For 2022, non-employee directors received a fee for their services in the amount of $50,000 effective January 1, 2022. In addition, the chair and members of the Audit Committee received fees of $25,000 and $12,500, respectively; the chair and members of the Compensation Committee received fees of $20,000 and $10,000, respectively; and the chair and members of the Corporate Governance & Nominating Committee received fees of $12,000 and $6,000, respectively. The chairman of our Board received a cash retainer of $120,000 as well as $6,000 as a member of the Corporate Governance & Nominating Committee. New directors are granted an option to purchase 60,000 shares of common stock. The initial director options vest with respect to 25 percent of the shares on the first anniversary of the date of the grant and, in 36 equal monthly installments thereafter, subject to the director’s continued service on each monthly vesting date. At each annual meeting of our stockholders, continuing directors are granted an option, which for 2022, covered 20,000 shares of common stock that vests in 12 equal
monthly installments from the date of the annual meeting, subject to the director’s continued service on each monthly vesting date. The Board has historically approved option awards for directors serving certain leadership roles. In 2022, the Board granted Mr. Wilson an option to purchase 45,000 shares of common stock, vesting in 12 monthly installments, for his service as Chairman of the Board, subject to his continued service on each monthly vesting date.
We have entered into a Severance and Change in Control Agreement with Mr. Wilson. The agreement with Mr. Wilson provides that if his employment or service on the Board is terminated involuntarily by us without “cause” or by him for “good reason” (as each is defined in the agreement) within 18 months following a change in control, all of his outstanding equity awards shall become fully vested. Mr. Wilson will only receive vesting acceleration under this agreement if he signs and does not revoke a separation agreement and release of claims in a form reasonably acceptable to the Company within 60 days following termination of employment.
COMPENSATION COMMITTEE REPORT*
The Compensation Committee of the Board, or Compensation Committee, has furnished this report on executive compensation. None of the members of the Compensation Committee is currently our officer or employee and all are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee is responsible for designing, recommending to the Board for approval and evaluating our compensation plans, policies and programs and reviewing and approving the compensation of the Chief Executive Officer and other officers and directors.
This report, filed in accordance with Item 407(e)(5) of Regulation S-K, should be read in conjunction with the other information relating to executive compensation, which is contained elsewhere in this proxy statement and is not repeated here.
In this context, the Compensation Committee hereby reports as follows:
•The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K contained herein with management; and
•Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022.
| | |
| Compensation Committee |
|
| David L. Mahoney, Chairman |
| Gregg Alton |
| G. Leonard Baker, Jr. |
| Daniel N. Swisher, Jr. |
| | | | | |
| * | The material in this report is not soliciting material, and is not deemed filed with the SEC. |
REPORT OF THE AUDIT COMMITTEE*
Under the guidance of a written charter adopted by the Board, the purpose of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The responsibilities of the Audit Committee include appointing and providing for the compensation of the Company’s independent registered public accounting firm. Each of the members of the Audit Committee meets the independence requirements of Nasdaq and the SEC.
Management has primary responsibility for the system of internal controls and the financial reporting process. The independent registered public accounting firm has the responsibility to express an opinion on the financial statements and internal control over financial reporting based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB).
In this context and in connection with the audited financial statements contained in the Company’s Annual Report on Form 10-K, the Audit Committee:
•reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 2022 with the Company’s management and Ernst & Young LLP, the Company’s independent registered public accounting firm;
•discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301 “Communications with Audit Committees” as adopted by the PCAOB;
•received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and discussed with Ernst & Young LLP their independence;
•considered and discussed whether the non-audit services, if any, performed by Ernst & Young LLP are compatible with maintaining their independence;
•reviewed and discussed the reports of management and Ernst & Young LLP on their assessments of the effectiveness of the Company’s internal control over financial reporting as of the end of the most recent fiscal year;
•reviewed the disclosures regarding the Company’s system of internal controls required to be contained in the Company’s Form 10-K;
•based on the foregoing reviews and discussions, recommended to the Board that the audited financial statements and management’s report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission; and
•instructed Ernst & Young LLP that the Audit Committee expects to be advised if there are any subjects that require special attention.
The Audit Committee has also recommended in Proposal 2 in this Proxy Statement the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
| | |
| Audit Committee |
|
| Gregg Alton, Chairman |
| Gillian M. Cannon, Ph.D. |
| David L. Mahoney |
| Joshua M. Murray |
| | | | | |
| * | The material in this report is not soliciting material, and is not deemed filed with the SEC. |
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Fees
Fees for audit services totaled approximately $1,819,500 and $1,933,000 in 2022 and 2021, respectively, including fees for professional services provided by Ernst & Young LLP, our independent registered public accounting firm, in connection with the integrated annual audit of our financial statements and internal control over financial reporting in 2022 and 2021, respectively, review of our quarterly financial statements included in Quarterly Reports on Forms 10-Q, consultations on matters addressed during the audit and services provided in connection with other statutory or regulatory filings, including consents.
Audit-Related Fees, Tax Fees, and All Other Fees
Fees for tax advisory services from our independent registered public accounting firm totaled approximately $131,400 and $103,600 in 2022 and 2021, respectively.
We did not incur audit-related fees for assurance and related services, or for any other products or services, from our independent registered public accounting firm in 2022 and 2021.
Pre-approval of audit-related and non-audit services
Our Audit Committee has adopted a policy and procedures for the pre-approval of audit and permissible non-audit services rendered by our independent registered public accounting firm, Ernst & Young LLP. Under this policy, our Audit Committee must pre-approve all audit and non-audit services performed by the Company’s independent auditor in order to ensure that the provision of such services does not impair the auditor’s independence. The policy permits the engagement of the independent registered public accounting firm for services that are approved by our Audit Committee in defined categories such as audit services, audit-related services and tax services. Pre-approval may be given as part of our Audit Committee’s annual review and approval of the scope and estimated cost of non-audit services that may be provided by the independent registered public accounting firm or on an individual explicit case-by-case basis before the independent registered public accounting firm is engaged to provide each service. The Audit Committee has also delegated to the Chair of the Audit Committee the authority to pre-approve audit and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees, provided that the Chair shall report any decision to pre-approve such audit or non-audit services and fees to the full Audit Committee at its next regular meeting. Our Audit Committee receives periodic reports on the scope of services provided and expected to be provided in the future by the independent registered public accounting firm.
Consistent with this policy, in 2022 and 2021 all audit and non-audit services (including audit-related fees, tax fees and all other fees) performed by our independent registered public accounting firm, Ernst & Young LLP, were pre-approved by the Audit Committee.
PROPOSALS TO BE ACTED UPON AT THE 2023 ANNUAL MEETING
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the 2023 Annual Meeting, the stockholders will vote on the election of nine directors, each to serve until the annual meeting of stockholders in 2024 and until their successors are duly elected and qualified. The Corporate Governance and Nominating Committee has recommended, and the Board has unanimously nominated, James N. Wilson, Gregg Alton, G. Leonard Baker, Jr., Joseph K. Belanoff, M.D., Gillian M. Cannon, Ph.D., David L. Mahoney, Joshua M. Murray, Kimberly Park and Daniel N. Swisher, Jr. for election to the Board. The nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board. Directors will be elected by a plurality of the votes cast, in person or by proxy, or by remote communication, if applicable, at the 2023 Annual Meeting, assuming a quorum is present. Stockholders do not have cumulative voting rights in the election of directors.
Recommendation of the Board
The Board of Directors unanimously recommends a vote “FOR” the election of each of the nominees as listed above.
Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards for the election of the nominees as listed above.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
At the 2023 Annual Meeting, the stockholders will be asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Representatives of Ernst & Young LLP are expected to attend the 2023 Annual Meeting and have the opportunity to make statements and respond to appropriate questions.
Recommendation of the Board
The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE THE COMPENSATION OF NAMED EXECUTIVE OFFICERS
We intend for our executive compensation program to attract and retain talented, entrepreneurial and creative executives who will successfully manage our commercial and development programs. The Compensation Committee and the Board believe that our compensation policies and procedures are effective in advancing our goals and furthering the interests of our stockholders.
Stockholders should read the Executive Compensation section of this proxy statement, including the Compensation Discussion and Analysis, which discusses our compensation policies and procedures, and the 2022 compensation for our named executive officers.
In accordance with Section 14A of the Securities Exchange Act, this proxy statement includes a non-binding advisory stockholder vote to approve the compensation of our named executive officers. We ask you to approve, on a non-binding advisory basis, the compensation of our named executive officers listed in the 2022 Summary Compensation Table in the Executive Compensation section, including Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion.
Stockholders may vote “for,” “against” or “abstain” on the following non-binding advisory resolution:
“RESOLVED, that the stockholders of the Company approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion in this proxy statement.”
Although the advisory vote is non-binding, the Compensation Committee and the Board will carefully consider the results and take them into account when determining our executive compensation programs. The Board recommends that you indicate your support for our compensation policies. Unless our Board changes its policy with respect to the frequency of stockholder votes on executive compensation, we expect to hold our next such vote at the 2026 Annual Meeting of Stockholders.
Recommendation of the Board
The Board of Directors unanimously recommends that stockholders vote, on an advisory basis, FOR the approval of the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative discussion in this proxy statement.
PROPOSAL NO. 4
ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
In accordance with Section 14A of the Securities Exchange Act, we are including in this proxy statement a separate stockholder vote on how frequently the advisory vote described under Proposal No. 3 — the “Advisory Vote to Approve the Compensation of Named Executive Officers”, or the “say on pay” advisory vote, should occur, which is referred to herein as the “frequency advisory vote”. We are providing stockholders the option of selecting a frequency of one, two or three years, or abstaining. As with the say on pay advisory vote, the vote described in this Proposal No. 4 is non-binding.
The Board has determined that providing stockholders with the say on pay advisory vote once every three years will be the most effective means for conducting and responding to the say on pay advisory vote based on a number of considerations, including the following:
•Our compensation program is designed to induce and reward performance over a multi-year period;
•A three-year cycle will provide investors sufficient time to evaluate the effectiveness of our short- and long-term compensation strategies and the related business outcome of the Company;
•A three-year vote cycle gives the Board and the Compensation Committee sufficient time to thoughtfully respond to stockholders’ sentiments and to implement any necessary changes to our executive compensation policies and procedures; and
•The Board will continue to engage with our stockholders on executive compensation during the period between stockholder votes. As discussed under “Communications with Directors,” the Company provides stockholders an opportunity to communicate with the Board, including on issues of executive compensation.
Based on the factors discussed, the Board has determined to recommend that future say on pay advisory votes occur every three years until the next frequency advisory vote. Stockholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their choice among the following frequency options: one year, two years or three years, or to abstain from voting.
While the Board has determined that providing stockholders with the say on pay advisory vote once every three years is advisable, and therefore recommends that you approve a triennial vote, the Compensation Committee and the Board will consider our stockholders’ concerns and take them into account in determining how frequently the say on pay advisory vote occurs.
Recommendation of the Board
The Board of Directors unanimously recommends that stockholders select, on an advisory basis, every “three years” on the proposal recommending the frequency of the say on pay advisory vote.
PROPOSAL NO. 5
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS ALLOWING OFFICER EXCULPATION
On August 1, 2022, Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended to permit a Delaware corporation to include in its certificate of incorporation a provision to eliminate or limit the monetary liability of certain corporate officers for breach of the duty of care.
The Board has determined and declared that it is advisable and in the best interests of the Company and its stockholders to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to (i) eliminate the monetary liability of certain of the Company’s officers for breach of the duty of care, to the extent permitted under Section 102(b)(7) of the DGCL (the “Officer Exculpation”), and (ii) integrate the provisions of the Certificate of Incorporation (the “Restated Charter”).
Reasons for Approving the Amendment to the Certificate of Incorporation
The Nominating and Corporate Governance Committee believes that there is a need for directors and officers to remain free of the risk of financial ruin as a result of an unintentional misstep. Further, the Nominating and Corporate Governance Committee noted that the proposed provision would not negatively impact stockholder rights. Therefore, taking into account the narrow class and type of claims for which officers’ liability would be exculpated, and the benefits the Nominating and Corporate Governance Committee believes would accrue to us and our stockholders in the form of an enhanced ability to attract and retain talented officers, the Nominating and Corporate Governance Committee recommended to the Board of Directors an amendment to our Certificate of Incorporation to provide such exculpation to the extent permitted by Delaware law.
Based on this recommendation, the Board of Directors determined that it is in the best interests of the Company and our stockholders to amend our Certificate of Incorporation as described herein.
The Amended and Restated Certificate of Incorporation, in the form attached hereto as Exhibit A (the “Restated Charter”), be, and it hereby is, authorized and approved in all respects, subject to the approval of the Restated Charter by the stockholders of the Company.
Subject to the requisite approval of the Restated Charter by the stockholders of the Company, the officers of the Company be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to (i) execute the Restated Charter, with such changes thereto as may be required by the Secretary of State of the State of Delaware in connection with the filing thereof (but without changing the terms of the Officer Exculpation), with such officer’s execution thereof to be evidence of approval by the Board of such changes, (ii) file in the office of the Secretary of State of the State of Delaware the Restated Charter pursuant to the DGCL and all such other related documents, instruments, agreements and certificates, (iii) take or cause to be taken such further actions, and (iv) incur and pay or cause to be paid, on behalf of the Company, all fees and expenses, as any such officer of the Company shall deem necessary, appropriate or advisable, in order to carry out fully the intent and purposes of the foregoing recitals and resolutions, including, without limitation, to cause the Restated Charter to be given effect.
The Board hereby reserves the right to abandon the Officer Exculpation and the filing of the Restated Charter with the office of the Secretary of State of the State of Delaware, even if approved by the stockholders of the Company, if the Board, in its discretion, determines, prior to filing the Restated Charter with the Secretary of State of the State of Delaware, that the Restated Charter and the Officer Exculpation are no longer in the best interests of the Company or its stockholders.
Any actions taken by the officers of the Company prior to the adoption of these resolutions, which actions would have been within the authority conferred hereby had these resolutions predated such actions, are hereby adopted, authorized, ratified, approved and confirmed in all respects.
Recommendation of the Board
The Board of Directors unanimously recommends a vote “FOR” the amendment and restatement of our Amended and Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation.
As of the time of preparation of this
Proxy Statement,proxy statement, neither the Board nor management intends to bring before the meeting any business other than the matters referred to in the Notice of
SpecialAnnual Meeting and this
Proxy Statement.proxy statement. If any other business should properly come before the meeting, or any adjournment
or postponement thereof, the persons named in the proxy will vote on such matters according to their
best judgment.discretion.
STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING
Pursuant to Rule 14a-8 under the Exchange Act, stockholder proposals for inclusion in the proxy statement of the Board of Directors for the 2024 Annual Meeting of Stockholders must be received by us at 149 Commonwealth Drive, Menlo Park, California 94025, on or before December 19, 2023 and must otherwise comply with Rule 14a-8 under the Exchange Act. If the date of the 2024 Annual Meeting of Stockholders is changed by more than 30 days from the anniversary date of our 2023 Annual Meeting of Stockholders, the deadline pursuant to Rule 14a-8 under the Exchange Act will instead be a reasonable time before we begin to print and send our proxy materials. If we are not notified by the deadline under Rule 14a-8 under the Exchange Act of a proposal to be brought before the 2024 Annual Meeting of Stockholders, then proxies held by management may provide the discretion to vote against such proposal even though it is not discussed in the proxy statement.
Our Amended and Restated Bylaws provide that advance notice of a stockholder’s proposal to be brought before the 2024 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 19, 2023) and not later than 90 days (January 18, 2024) prior to the anniversary of the mailing date of the proxy materials for the previous year’s annual meeting. Our Amended and Restated Bylaws 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 by the close of business on the later of (i) the 120th day prior to such annual meeting or (ii) the 10th day following the day on which the first public announcement of the date of such meeting. In addition, pursuant to Rule 14a-19 (“Rule 14a-19”), notices of a solicitation of proxies in support of director nominees other than our own nominees must be postmarked or electronically submitted no later than March 20, 2024, and each nomination must comply with the SEC regulations under Rule 14a-19, which requires, among other things, that such notice include a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If, however, the date of the 2024 Annual Meeting of Stockholders is more than 30 days before or after May 19, 2024, then the Rule 14a-19 deadline shall be the later of 60 calendar days prior to the date of the 2024 Annual Meeting of Stockholders or the 10th calendar day following the day on which we first make a public announcement of the date of our 2024 Annual Meeting of Stockholders. A nomination that does not comply with the requirements set forth in the Certificate of Incorporation and the Bylaws will not be considered for presentation at the Annual Meeting. We intend to file a proxy statement and white proxy card with the SEC in connection with our solicitation of proxies for our 2024 Annual Meeting of Stockholders.
Each stockholder’s notice must contain the following information as to each matter the stockholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person (as defined in the Company’s Amended and Restated Bylaws), (b) the text of the proposal or business (including the text of any resolutions proposed for consideration), (c) a reasonably detailed description of all agreements, arrangements and understandings (i) between or among any of the Proposing Persons or (ii) between or among any Proposing Person and any other record or beneficial holder(s) or persons(s) who have a right to acquire beneficial ownership at any time in the future of the shares of any class or series of the Corporation (including their names) in connection with the proposal of such business by such stockholder, and (d) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act. A copy of the full text of the provisions of our Amended and Restated Bylaws dealing with stockholder nominations and proposals is available to stockholders from our Secretary upon written request.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, file reports, proxy statements and other information with the U.S. Securities and Exchange Commission. Reports, proxy statements and other information filed by us are available on the U.S. Securities and Exchange Commission’s website at www.sec.gov.
We will provide without charge to each person to whom a copy of the proxy statement is delivered, upon the written or oral request of any such persons, additional copies of our Annual Report on Form 10-K for the year ended December 31, 2022 or the 2023 proxy materials. Requests for such copies should be made by written request to Corcept Therapeutics Incorporated, 149 Commonwealth Drive, Menlo Park, California 94025, Attention: Secretary, or by oral request by calling (650) 327-3270.
| | |
| By Order of the Board of Directors, |
 |
Robert L. Roe, M.D.
/s/ Charles Robb |
PresidentCharles Robb
|
| Chief Business Officer and Secretary |
Menlo Park, California
September 14, 2007
April 4, 2023
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATEVOTE YOUR SHARES BY INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND
MAILMAILING 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
IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD.
9
Appendix 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.
APPENDIX A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
CORCEPT THERAPEUTICS INCORPORATED
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (“Agreement”) is made as of August 16, 2007 (the “Effective Date”), by and among
Corcept Therapeutics Incorporated, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
a. The name of the Corporation is Corcept Therapeutics Incorporated. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 13, 1998, and a Certificate of Designations, Preferences and Rights of Series A Preferred Stock was filed with the Secretary of State of the State of Delaware on May 26, 1999.
b. This Amended and Restated Certificate of Incorporation amends, restates, and integrates the provisions of the Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 7, 2001, as amended by the Certificate of Amendment of Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on December 18, 2002.
c. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.
d. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated to read in its entirety as follows:
FIRST
The name of the Corporation is Corcept Therapeutics Incorporated.
SECOND
The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Corporation Trust Center, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
THIRD
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.
FOURTH:
A.The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Ninety Million (290,000,000), consisting of Two Hundred Eighty Million (280,000,000) shares of common stock, par value $0.001 per share (the “CompanyCommon Stock”), and each of those persons and entities, severally and not jointly, listed as a Purchaser on the Schedule of Purchasers attached asExhibit A hereto (the “Schedule of Purchasers”). Such persons and entities are hereinafter collectively referred to herein as “Purchasers” and each individually as a “Purchaser”.AGREEMENT
In consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Purchaser (severally and not jointly) hereby agree as follows:
SECTION 1. AUTHORIZATION OF SALE OF SHARES.
The Company has authorized the sale and issuance of 4,790,473Ten Million (10,000,000) shares of its CommonPreferred Stock, par value $0.001 per share (the “Common
Preferred Stock”), on the terms and. B.The board of directors is authorized, subject to any limitations prescribed by law, to provide for the conditions set forth in this Agreement. Theissuance of shares of CommonPreferred Stock sold hereunder atin one or more series, and by filing a certificate pursuant to the Initial Closing (as defined below) shall beapplicable law of the State of Delaware (such certificate being hereinafter referred to as the “Initial Shares”; the shares of Common Stock sold hereunder at the Second Closing (as defined below) shall be referred to as the “Second Closing Shares”; and the Initial Shares and the Second Closing Shares together shall be referred to herein as the “Shares”.SECTION 2. AGREEMENT TO SELL AND PURCHASE THE SHARES.
2.1 Sale of Shares. At the Closing (as defined in Section 3), the Company will sell to each Purchaser, and each Purchaser will purchase from the Company, at a purchase price of $2.10 per Share, the number of Shares set forth next to such Purchaser’s name on the Schedule of Purchasers.
2.2 Separate Agreement. Each Purchaser shall severally, and not jointly, be liable for only the purchase of the Shares that appear onExhibit A hereto and that relate to such Purchaser. The Company’s agreement with each of the Purchasers is a separate agreement, and the sale of Shares to each of the Purchasers is a separate sale. The obligations of each Purchaser hereunder are expressly not conditioned on the purchase by any or all of the other Purchasers of the Shares such other Purchasers have agreed to purchase.
SECTION 3. CLOSING AND DELIVERY.
3.1 Initial Closing. The closing of the purchase and sale of the Initial Shares (which Shares are set forth in the Schedule of Purchasers) pursuant to this Agreement (the “Initial Closing”) shall be held on August 17, 2007 at the offices of Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025, or on such other date and place as may be agreed to by the Company and the Purchasers. At or prior to the Initial Closing, each Purchaser shall execute any related agreements or other documents required to be executed hereunder, dated as of the date of the Initial Closing (the “Initial Closing Date”).
3.2 Second Closing. The closing of the purchase and sale of the Second Closing Shares (which Shares are set forth in the Schedule of Purchasers) pursuant to this Agreement (the “Second Closing”, the Initial Closing and the Second Closing together are referred to herein as the “Closings” and each is referred to herein as a “Closing
Preferred Stock Designation”) shall be held on the second business day immediately following satisfaction of the conditions, to the SecondA-1
Closing set forth in Sections 6 and 7 of the Agreement at the offices of Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025, or on such other date and place as may be agreedestablish from time to by the Company and the Purchasers who will purchase Second Closing Shares (the “Second Closing Purchasers”). At or prior to the Second Closing, each Second Closing Purchaser shall execute any related agreements or other documents required to be executed hereunder in connection with the Second Closing, dated as of the date of the Second Closing (the “Second Closing Date”). Notwithstanding the foregoing, in no event shall the Second Closing occur earlier than 30 days after the Initial Closing Date.
3.3 Delivery of the Shares at each Closing. At each Closing, the Company shall deliver to each Purchaser stock certificates registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser, representingtime the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, to be purchased by such Purchaser at such Closing as set forth in the Schedule of Purchasers against paymentwithout a vote of the purchase price for such Shares. The name(s) in which the stock certificates are to be issued to each Purchaser are set forth in the Investor Questionnaire and the Selling Stockholder Notice and Questionnaire in the form attached hereto as Appendix I and II (the “Investor Questionnaire” and the “Selling Stockholder Questionnaire”, respectively), as completed by each Purchaser, which shall be provided to the Company no later than the Initial Closing Date.
SECTION 4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
Except as set forth on the Schedule of Exceptions delivered to the Purchasers concurrently with the execution of this Agreement (the “Schedule of Exceptions”), the Company hereby represents and warrants asholders of the date hereof to, and covenants with, the Purchasers as follows:
4.1 Organization and Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, has full corporate power and authority to ownPreferred Stock, or lease its properties and conduct its business as presently conducted, and is duly qualified as a foreign corporation and in good standing in all jurisdictions in which the character of the property owned or leased or the nature of the business transacted by it makes qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, properties, financial condition or results or operations of the Company (a “Company Material Adverse Effect”). The Company has no subsidiaries or equity interest in any other entity.
4.2 Corporate Power; Authorization. The Company has all requisite corporate power, and has taken all requisite corporate action, to execute and deliver this Agreement, sell and issue the Shares and carry out and perform all of its obligations under this Agreement, except with respect to the Stockholder Approval (as defined below). This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 8.3 relating to indemnity or contribution. The execution and delivery of this Agreement does not, and the performance of this Agreement and the compliance with the provisions hereof and the issuance, sale and delivery of the Shares by the Company will not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any lienseries thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
C.Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Certificate of Incorporation (including any Certificate of Designations relating to any series of Preferred Stock).
FIFTH:
The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A.The business and affairs of the Corporation shall be managed by or under the direction of the board of directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or Bylawsthe bylaws of the CompanyCorporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or any statute, law, rule (including federal and state securities laws anddone by the rules and regulationsCorporation.
B.The directors of the NASDAQ Capital Market (the “Principal Market”)) applicableCorporation need not be elected by written ballot unless the bylaws so provide.
C.Any action required or permitted to be taken by the Company or regulation or any state or federal order, judgment or decree applicable to the Company or any indenture, mortgage, lease or other material agreement or instrument to which the Company is a party or any of its properties is subject.4.3 Issuance and Delivery of the Shares. The Shares, when issued and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive, co-sale, right of first refusal or any other similar rights of the
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stockholders of the CompanyCorporation must be effected at a duly called annual or any liens or encumbrances. Assuming the accuracyspecial meeting of stockholders of the representations madeCorporation and may not be effected by each Purchaserany consent in Section 5,writing by such stockholders.
D.Special meetings of stockholders of the offer and issuanceCorporation may be called only by the CompanyChairman of the Shares is exempt from registration underBoard or the 1933 Act.4.4 SEC Documents; Financial Statements. The Company has filedPresident or by the board of directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in a timely manner all documents that the Company was required to file with the Securities and Exchange Commission (the “Commission”) under Sections 13, 14(a) and 15(d) the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since becoming subjectpreviously authorized directorships.
SIXTH:
A.Subject to the requirementsrights of the Exchange Act. Asholders of their respective filing dates (or, if amended priorany series of Preferred Stock to elect additional directors under specified circumstances, the datenumber of this Agreement, when amended), all documents fileddirectors shall be fixed from time to time exclusively by the Company with the Commission (the “SEC Documents”) complied in all material respects with the requirementsboard of directors pursuant to a resolution adopted by a majority of the Exchange Act and the rules and regulationsWhole Board. At each annual meeting of the Commission promulgated thereunder. Nonestockholders, directors elected to succeed those directors whose terms expire shall be elected for a term of the SEC Documents as of their respective dates contained any untrue statement of material fact or omittedoffice to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents (the “Financial Statements”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles consistently applied and fairly present the financial position of the Companyexpire at the dates thereof and the resultssucceeding annual meeting of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements,stockholders after their election, with each director to normal, recurring adjustments).4.5 Capitalization. All of the Company’s outstanding shares of capital stockhold office until his or her successor shall have been duly authorizedelected and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued in violation of or subjectqualified.
B.Subject to any preemptive right or other rights to subscribe for or purchase securities. The authorized capital stock of the Company consists of 140,000,000 shares of common stock and 10,000,000 shares of undesignated Preferred Stock, none of which are issued and outstanding as of the Effective Date. As of the Effective Date, there are 34,756,766 shares of Common Stock issued and outstanding, of which no shares are owned by the Company. There are no other shares of any other class or series of capital stock of the Company issued or outstanding. The Company has no capital stock reserved for issuance, except that, as of the Effective Date, there are 3,667,186 shares of Common Stock reserved for issuance pursuant to options outstanding on such date pursuant to the Company’s 2000 Stock Option Plan and 2004 Equity Incentive Plan. There are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company issued and outstanding. Except as stated above, there are no existing options, warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company, obligating the Company to issue, transfer, sell, redeem, purchase, repurchase or otherwise acquire or cause to be issued, transferred, sold, redeemed, purchased, repurchased or otherwise acquired any capital stock or Voting Debt of, or other equity interest in, the Company or securities or rights convertible into or exchangeable for such shares or equity interests or obligations of the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. The issuance of Common Stock or other securities pursuant to any provision of this Agreement will not give rise to any preemptive rights or rights of first refusal on behalf of any Person or result in the triggering of any anti-dilution or other similar rights. Except as disclosed in the SEC Documents, there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act. There are no securities or instruments containing anti-dilution provisions that will be triggered by the issuance of the Shares. The Company has made available upon request of the Purchasers, a true, correct and complete copy of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”).4.6 Litigation. There is no pending or, to the Company’s knowledge, threatened, action, suit or other proceeding to which the Company is a party or to which its property or assets are subject.
4.7 Governmental Consents.No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority on the
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part of the Company is required in connection with the consummation of the transactions contemplated by this Agreement except for (a) the filing of a Form D with the Commission under the 1933 Act and compliance with the securities and blue sky laws in the states and other jurisdictions in which shares of Common Stock are offered and/or sold, which compliance will be effected in accordance with such laws, (b) the approval by the Principal Market of the listing of the Shares, (c) such filings and approvals as are required in connection with the Stockholder Approval, and (d) the filing of a registration statement and all amendments thereto with the Commission as contemplated by Section 8.1 of this Agreement.
4.8 No Material Adverse Change. Since June 30, 2007, except as disclosed in the SEC Documents, there have not been any changes in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements for the quarter ended June 30, 2007 except changes which have not had, either individually or in the aggregate, a Company Material Adverse Effect.
4.9 No General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) in connection with the offer or sale of the Shares.
4.10 No Integrated Offering. None of the Company, its Subsidiaries, any of their affiliates, or any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of the Shares under the 1933 Act or cause this offering of the Shares to be integrated with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
4.11 Sarbanes-Oxley Act. To the knowledge of the executive officers of the Company, the Company is in material compliance with the requirements of the Sarbanes-Oxley Act of 2002 that are effective and applicable to the Company as of the date hereof, and the rules and regulations promulgated by the SEC thereunder that are effective and applicable to the Company as of the date hereof.
4.12 Patents and Trademarks. To the knowledge of the executive officers of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses as described in the SEC Documents and which the failure to so have could, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes upon the rights of the holders of any Person. Except as set forthseries of Preferred Stock then outstanding, newly created directorships resulting from any increase in the SEC Documents, toauthorized number of directors or any vacancies in the knowledgeboard of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the executive officersboard of directors, be filled only by a majority vote of the Company, alldirectors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at the next annual meeting of stockholders or until such Intellectual Property Rights are enforceabledirector’s successor shall have been duly elected and there is no existing infringement by another Personqualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
C.Advance notice of stockholder nominations for the Intellectual Property Rights.4.13 Listingelection of directors and Maintenance Requirements. Except as specified in the SEC Documents and the Schedule of Exceptions, the Company has not, in the two years preceding the date hereof, received notice from the Principal Marketbusiness to the effect that the Company is not in compliance with the listing or maintenance requirements thereof. Except as disclosed in the SEC Documents and the Schedule of Exceptions, the Company is in compliance with the listing and maintenance requirements for continued listing of the Common Stock. The issuance and sale of the Initial Shares under this Agreement does not contravene the rules and regulations of the Principal Market and no approvalbe brought by stockholders before any meeting of the stockholders of the Company thereunderCorporation shall be given in the manner provided in the bylaws of the Corporation.
SEVENTH:
The board of directors is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the board of directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least Sixty Six and Two Thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the Companystockholders to issue and deliveradopt, amend or repeal any provision of the bylaws of the Corporation.
EIGHTH:
A director or officer of the Corporation shall not be personally liable to the
Purchasers the Initial Shares. The issuance and saleCorporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the
Second Closing Shares requires the Stockholder Approval pursuantdirector’s or officer’s duty of loyalty to the
rules and regulationsCorporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) with respect to a director, under Section 174 of the
Principal Market.A-4
4.14 Disclosure. The Company understands and confirms thatDelaware General Corporation Law, or (iv) for any transaction from which the Purchasers will rely ondirector or officer derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing
representations and covenants in effecting transactions in securities ofparagraph by the
Company. To the knowledge of the executive officers of the Company, all due diligence materials regarding the Company, its business and the transactions contemplated hereby, furnished by or on behalf of the Company to the Purchasers upon their request are, when taken together with the SEC Documents, true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.4.15 Stockholder Approval. The Company covenants and agrees that it will use its commercially reasonable efforts to obtain, as soon as practicable, the approval of its stockholders of the transactions contemplated by this Agreement as required by the rules and regulationsCorporation shall not adversely affect any right or protection of a director or officer of the Principal Market applicableCorporation existing at the time of such repeal or modification.
NINTH
The Corporation reserves the right to
the Companyamend or repeal any provision contained in
order to issue the Second Closing Shares, including approvalthis Certificate of
any potential change of control of the Company which may occur as a result of the sale of the Second Closing Shares (the “Stockholder Approval”). In furtherance of its obligations to obtain the Stockholder Approval under this Section 4.15, the Company shall (a) file any required proxy materials with the Principal Market and the Commission as promptly as practicable following the Initial Closing Date, but in any event within 20 business days following the Initial Closing Date and respond as promptly as practicable to any comments from the Commission or Principal Market with respect thereto, (c) deliver proxy materials to its stockholders in furtherance thereof as promptly as practicable thereafter, (d) solicit proxies from its stockholders in connection therewithIncorporation in the
same manner
as all other management proposals in such proxy statement, and (e) hold a meeting of the stockholders related thereto as promptly as practicable, but in any event not later than the 60th day after mailing of the definitive proxy materials to stockholders. In the event the Company does not obtain the Stockholder Approval at the first meeting of its stockholders called for such purpose, the Company shall use commercially reasonable efforts to obtain the Stockholder Approval at each successive stockholders meeting until the Stockholder Approval is obtained. The parties hereto understand that no votes may be cast in respect of any Shares issued and sold pursuant to this Agreement on any proposal to obtain Stockholder Approval pursuant hereto.SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS.
5.1 Each Purchaser, severally and not jointly, represents and warrants to and covenants with the Company that:
(a) Purchaser, taking into account the personnel and resources it can practically bring to bear on the purchase of the Shares contemplated hereby, is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in securities issued by the Company, and has requested, received, reviewed and considered all information Purchaser deems relevant (including the SEC Documents) in making an informed decision to purchase the Shares.
(b) Purchaser is acquiring the Shares pursuant to this Agreement in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Sharesnow or any arrangement or understanding with any other persons regarding the distribution of such Shares, except in compliance with Section 5.1(c).
(c) Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the securities purchased hereunder except in compliance with the Securities Act, applicable blue sky laws, and the rules and regulations promulgated thereunder.
(d) Purchaser has, in connection with its decision to purchase the Shares, relied with respect to the Company and its affairs solely upon the SEC Documents and the representations and warranties of the Company contained herein.
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(e) Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer within the meaning of Rule 144A promulgated under the Securities Act.
(f) Purchaser has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. Upon the execution and delivery of this Agreement by Purchaser, this Agreement shall constitute a valid and binding obligation of Purchaser, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by equitable principles generally, including any specific performance, and (iii) as to those provisions of Section 8.3 relating to indemnity or contribution.
(g) Purchaser is not a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (a “registered broker-dealer”) and is not affiliated with a registered broker dealer. Purchaser is not party to any agreement for distribution of the Shares.
(h) The Purchaser shall have completed or caused to be completed and delivered to the Company at no later than the Initial Closing Date, the Investor Questionnaire and the Selling Stockholder Questionnaire for use in preparation of the Registration Statement, and the answers to the Questionnaires are true and correct in all material respects as of the date of this Agreement and will be true and correct as of the Initial Closing Date, the Second Closing Date (but only with respect to Purchasers purchasing Shares on the Second Closing Date) and the effective date of the Registration Statement; provided that the Purchasers shall be entitled to update such information by providing notice thereof to the Company before the effective date of such Registration Statement.
5.2 Purchaser represents, warrants and covenants to the Company that Purchaser has not, either directly or indirectly through an affiliate, agent or representative of the Company, engaged in any transaction in the Securities of the Company subsequent to March 30, 2007. Purchaser represents and warrants to and covenants with the Company that Purchaser has not engaged and will not engage in any short sales of the Company’s Common Stock prior to the effectiveness of the Registration Statement (either directly or indirectly through an affiliate, agent or representative).
5.3 Purchaser understands that nothing in this Agreement or any other materials presented to Purchaser in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.
5.4 Legends. It is understood that the Shares may bear one or more legends in substantially the following form and substance:
“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT UPON SATISFACTION OF CERTAIN CONDITIONS, WHICH ARE SET FORTH IN THAT CERTAIN COMMON STOCK PURCHASE AGREEMENT DATED AUGUST 16, 2007, WHICH ALSO CONTAINS VARIOUS OTHER PROVISIONS AFFECTING THESE SECURITIES, BINDING UPON TRANSFEREES HEREOF. INFORMATION CONCERNING THESE RESTRICTIONS AND PROVISIONS MAY BE OBTAINED FROM THE CORPORATION OR ITS LEGAL COUNSEL.”
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In addition stock certificates representing the Shares may contain:
(a) Any legend requiredhereafter prescribed by the laws of the State of California, including any legend required by the California Department of Corporations.
(b) Any legend required by the blue sky laws of any other state to the extent such lawsDelaware and all rights conferred upon stockholders are applicable to the sale of the Shares hereunder.
5.5 Restricted Securities. Purchaser understands that the Shares are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Shares may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, such Purchaser represents that it is familiar with Commission Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.
SECTION 6. CONDITIONS TO COMPANY’S OBLIGATIONS AT EACH CLOSING.
The Company’s obligation to complete the sale and issuance of the Shares and deliver shares of Common Stock to each Purchaser, individually, as set forth in the Schedule of Purchasers at each Closing shall begranted subject to the following conditions to the extent not waived by the Company:
6.1 Receiptthis reservation.
IN WITNESS WHEREOF, Corcept Therapeutics Incorporated. has caused this Amended and Restated Certificate of
Payment. The Company shall have received payment, by wire transfer of immediately available funds, in the full amount of the purchase price for the number of Shares being purchased by such Purchaser at such Closing as set forth in the Schedule of Purchasers.6.2 Representations and Warranties.The representations and warranties made by such Purchaser in Section 5 hereof shall be true and correct in all material respects when made and shall be true and correct in all material respects on the Closing Date.
6.3 �� Stockholder Approval.Solely with respect to the sale and issuance of the Second Closing Shares on the Second Closing Date, the Company shall have obtained the Stockholder Approval as contemplated in Section 4.15 of this Agreement.
SECTION 7. CONDITIONS TO PURCHASERS’ OBLIGATIONS AT THE CLOSING.
Each Purchaser’s obligation to accept delivery of the Shares and to pay for the Shares shall be subject to the following conditions to the extent not waived by such Purchaser:
7.1 Representations and Warranties Correct. The representations and warranties made by the Company in Section 4 hereof shall be true and correct in all material respects when made and any failure of such representations and warrantiesIncorporation to be true and correct in all material respects after the date hereof shall not have resulted in a Company Material Adverse Effect as of the Closing Date.
7.2 Compliance Certificate. Each Purchaser shall have received a certificate signed by ana duly authorized officer of the Company certifyingCorporation on this _____ day of __________, 2023.
By:_______________________
Name: G. Charles Robb
Chief Business Officer
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V04991-P89791 BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O CORCEPT THERAPEUTICS INCORPORATED 149 COMMONWEALTH DRIVE MENLO PARK, CA 94025 ! ! ! For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the fulfillmentnumber(s) of the conditions set forthnominee(s) on the line below. Nominees: 01) Gregg Alton 02) G. Leonard Baker, Jr. 03) Joseph K. Belanoff, M.D. 04) Gillian M. Cannon, Ph.D. 05) David L. Mahoney 06) Joshua M. Murray 07) Kimberly Park 08) Daniel N. Swisher, Jr. 09) James N. Wilson 1. Election of Directors CORCEPT THERAPEUTICS INCORPORATED The Board of Directors recommends you vote FOR the following: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in Section 7.7.3 Stockholder Approval. Solely with respect to the sale and issuancefull corporate or partnership name by authorized officer. ! !! ! !!2. Ratification of the Second Closing Shares onappointment of Ernst & Young LLP as the Second Closing Date,independent registered public accounting firm for the Company shall have obtained the Stockholder Approval as contemplated in Section 4.15 of this Agreement.
SECTION 8. REGISTRATION OF THE SHARES; COMPLIANCE WITH THE SECURITIES ACT.
8.1 Registration Procedures and Expenses. The Company is obligated to do the following:
(a) The Company shall use its commercially reasonable efforts to prepare and file with the Commission, not later than the second business day after the date on which the Company files its annual
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report on Form 10-K for its fiscal year ending December 31, 2007 with2023. 4. To conduct a non-binding advisory vote on the SEC, a registration statement on Form S-3 (or such other registration form that the Company may then be eligible to use) in order to register with the Commission the resalefrequency of future advisory votes by the Purchasers, from timestockholders to time,approve the compensation of the Shares throughCompany's named executive officers. 3. To approve, on an advisory basis, the Principal Market or the facilities of any national securities exchange on which the Company’s Common Stock is then traded, or in privately-negotiated transactions (a “Registration Statement”). The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective as soon thereafter as reasonably practicable.
(b) If such a Registration Statement has been filed, the Company shall use its commercially reasonable efforts to prepare and file with the Commission (i) such amendments and supplements to the Registration Statement and the prospectus used in connection therewith, (ii) such SEC reports and (iii) such other filings required by the Commission, in each case as may be necessary to keep the Registration Statement effective and not misleading until the earliest of (A) the second anniversary datecompensation of the Closing Date, or (B) such timeCompany's named executive officers as alldisclosed in the accompanying proxy statement. 5. Approval of the Shares held by the Purchasers can be sold within a given three-month period pursuant to Rule 144 under the Securities Act. Notwithstanding the foregoing, following the effectivenessamendment and restatement of the Registration Statement, the Company may, at any time, suspend the effectiveness’s Amended and Restated Certificate of the Registration Statement for upIncorporation to 60 days, as appropriate (a “Suspension Period”), by giving notice to the Purchasers, if the Company shall have determined that the Company may be required to disclose any material corporate development. Notwithstanding the foregoing, the Company may not suspend the effectiveness of the Registration Statement more than twice during any twelve-month period. Each Purchaser agrees that, upon receipt of any notice from the Company of a Suspension Period, such Purchaser will not sell any Shares pursuant to the Registration Statement until (i) such Purchaser is advised in writing by the Company that the use of the applicable prospectus may be resumed, (ii) such Purchaser has received copies of any additional or supplemental or amended prospectus, if applicable, and (iii) such Purchaser has received copies of any additional or supplemental filings which are incorporated or deemed to be incorporated by reference in such prospectus.
(c) In order to facilitate the public sale or other disposition of all or any of the Shares by each Purchaser, the Company shall furnish to each Purchaser with respect to the Shares registered under the Registration Statement such number of copies of prospectuses, prospectus supplements and preliminary prospectuses as such Purchaser reasonably requests in conformity with the requirements of the Securities Act.
(d)reflect Delaware law provisions allowing officer exculpation. The Company shall file any documents required of the Company for normal blue sky clearance in states specified in writing by each Purchaser; provided, however, that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented.
(e) Other than fees and expenses, if any, of counsel or other advisers to the Purchasers, which fees and expenses shall be borne by the Purchasers, the Company shall bear all expenses (exclusive of any brokerage fees, underwriting discounts and commissions) in connection with the procedures in paragraphs (a) through (d) of this Section 8.1.
(f) With a view to making available to the Purchasers the benefits of Rule 144 promulgated under the Securities Act (“Rule 144”) and any other rule or regulation of the Commission that may at any time permit a Purchaser to sell Shares to the public without registration or pursuant to registration, the Company covenants and agrees to use its commercially reasonable efforts to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) the second anniversary of the Closing Date or (B) such date as all of the Shares shall have been resold; (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and (iii) furnish to any Purchaser upon request, as long as the Purchaser owns any Shares, (A) a written statement by the Company that it has complied with the reporting requirements of the
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Exchange Act, (B) a copy of the most recent annual or quarterly report of the Company, and (C) such other information as may be reasonably requested in order to avail any Purchaser of any rule or regulation of the Commission that permits the selling of any such Shares without registration under the Securities Act.
8.2 Transfer of Shares After Registration. Each Purchaser agrees that such Purchaser will not effect any disposition of the Shares that would constitute a sale within the meaning of the Securities Act, except:
(a) pursuant to the Registration Statement, in which case such Purchaser shall submit the certificates evidencing the Shares to the Company’s transfer agent, accompanied by a separate certificate executed by such Purchaser or by an officer of, or other authorized person designated by, such Purchaser, to the effect that (A) the Shares have been sold in accordance with the Registration Statement and (B) the requirement of delivering a current prospectus has been satisfied; or
(b) in a transaction exempt from registration under the Securities Act, in which case such Purchaser shall, prior to effecting such disposition, submit to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that the proposed transaction is in compliance with the Securities Act.
8.3 Indemnification. As used in this Section 8.3 the following terms shall have the following respective meanings:
(a) “Selling Stockholder” shall mean a Purchaser of Shares under this Agreement and any transferee of such a Purchaser who is entitled to resell Shares pursuant to the Registration Statement;
(b) “Registration Statement” shall include any final prospectus, exhibit, supplement or amendment included in or relating to the Registration Statement referred to in Section 8.1; and
(c) “Untrue Statement” shall include any untrue statement or alleged untrue statement, or any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company agrees to indemnify and hold harmless each Selling Stockholder from and against any losses, claims, damages or liabilities to which such Selling Stockholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any Untrue Statement on or after the effective date of the Registration Statement, or on or after the date of any prospectus or prospectus supplement or the date of any sale by Purchaser thereunder, or arise out of any failure by the Company to fulfill any undertaking included in the Registration Statement and the Company will reimburse such Selling Stockholder for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable to such Selling Stockholder in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an Untrue Statement made in such Registration Statement in reliance upon and in conformity with information furnished to the Company by or on behalf of such Selling Stockholder specifically for use in preparation of the Registration Statement, or the failure of such Selling Stockholder to comply with the covenants and agreements contained in Section 8.1 or 8.2 hereof respecting sale of the Shares or any statement or omission in any Prospectus that is corrected in any subsequent prospectus that was delivered to the Selling Stockholder prior to the pertinent sale or sales by the Selling Stockholder.
Each Purchaser, severally and not jointly, agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the Registration Statement and each director of the Company) from and against any
A-9
losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, any failure to comply with the covenants and agreements contained in Section 8.1 or 8.2 hereof respecting sale of the Shares, or any Untrue Statement contained in the Registration Statement on or after the effective date thereof, or in any prospectus supplement as of its issue date or date of any sale by Purchaser thereunder, if such Untrue Statement was made in reliance upon and in conformity with information furnished by or on behalf of such Purchaser specifically for use in preparation of the Registration Statement, and such Purchaser will reimburse the Company (or such officer, director or controlling person), as the case may be, for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim.
Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 8.3, such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate counsel for all indemnified parties.
8.4 Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this Section 8 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.
8.5 Information Available. So long as the Registration Statement is effective covering the resale of Shares owned by the Purchasers, the Company will furnish to the Purchasers, upon the reasonable request of any Purchaser, an adequate number of copies of the prospectuses and supplements to supply to any other party requiring such prospectuses.
8.6 Plan of Distribution. Each Purchaser agrees to distribute the Shares in compliance with the plan of distribution set forth in the Registration Statement.
SECTION 9. BROKER’S FEE.
The Company and each Purchaser (severally and not jointly) hereby represent that there are no brokers or finders entitled to compensation in connection with the sale of the Shares, and shall indemnify each other for any such fees for which they are responsible.
A-10
SECTION 10. NOTICES.
All notices, requests, consents and other communications hereunder shall be in writing, shall be sent by confirmed facsimile or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of facsimile transmission, or when so received in the case of mail or courier, and addressed as follows:
(a) if to the Company, to:
Corcept Therapeutics Incorporated
149 Commonwealth Drive
Menlo Park, California 94025
Attention: Chief Executive Officer
Facsimile: (650) 327-3218
with a copy so mailed to:
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
Attention: Alan C. Mendelson
Facsimile: (650) 463-2600
or to such other person at such other place as the Company shall designate to the Purchasers in writing; and
(b) if to the Purchasers, at the address as set forth at the end of this Agreement, or at such other address or addresses as may have been furnished to the Company in writing.
SECTION 11. MISCELLANEOUS.
11.1 Waivers and Amendments. Neither this Agreement nor any provision hereof may be changed, waived, discharged, terminated, modified or amended except upon the written consent of the Company and holders of at least a majority of the Shares (including, for such purpose, only those Shares not resold under the Registration Statement).
11.2 Headings. The headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Agreement.
11.3 Severability. In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to contracts entered into and performed entirely in California by California residents, without regard to conflicts of law principles.
11.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
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11.6 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
11.7 Entire Agreement. This Agreement and other documents delivered pursuant hereto, including the exhibit and the Schedule of Exceptions, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
11.8 Payment of Fees and Expenses. Each of the Company and the Purchasers shall bear its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.
| | |
CORCEPT THERAPEUTICS INCORPORATED |
| |
By: | | /s/ JOSEPH K. BELANOFF
|
Name: | | Joseph K. Belanoff |
Title: | | Chief Executive Officer |
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PURCHASERS:
| | | | | | |
Paperboy Ventures LLC | | Alta BioPharma Partners II, L.P. |
| | | |
By: | | /s/ ANTHONY C. GARLAND
| | By: | | /s/ JEAN DELEAGE
|
| | Anthony C. Garland | | | | Jean Deleage |
| | Chief Financial Officer | | | | Managing Director |
| |
Alta Embarcadero BioPharma Partners II, LLC | | Farview Management, Co. L.P. A Texas Limited Partnership |
| | | |
By: | | /s/ JEAN DELEAGE
| | By: | | /s/ JOSEPH C. COOK, JR.
|
| | Jean Deleage | | | | Joseph C. Cook, Jr. |
| | Managing Director | | | | General Partner |
| |
Judith E. Cook and Joseph C. Cook, Jr., JTWROS | | The David L. Mahoney and Winnifred C. Ellis1998 Family Trust |
| | | |
By: | | /s/ JUDITH E. COOK
| | By: | | /s/ DAVID L. MAHONEY
|
| | Judith E. Cook | | | | David L. Mahoney
Trustee
|
| | | |
By: | | /s/ JOSEPH C. COOK, JR.
| | | | |
| | Joseph C. Cook, Jr. | | | | |
| |
James N. & Pamela Wilson Trust | | Sutter Hill Ventures, A California Limited Partnership |
| | | |
By: | | /s/ JAMES N. WILSON
| | By: | | /s/ G. LEONARD BAKER
|
| | James N. Wilson | | | | G. Leonard Baker |
| | General Partner | | | | Managing Director of the General Partner |
| | | | * signed by David E. Sweet Under Power of Attorney |
| |
G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of
The Baker Revocable Trust U/A/D 2/3/03
| | Saunders Holdings, L.P. |
| | | |
By: | | /s/ G. LEONARD BAKER, JR.
| | By: | | /s/ G. LEONARD BAKER, JR.
|
| | G. Leonard Baker, Jr. | | | | G. Leonard Baker, Jr. |
| | Trustee | | | | General Partner |
* signed by David E. Sweet Under Power of Attorney | | * signed by David E. Sweet Under Power of Attorney |
| |
The Coxe Revocable Trust U/A/D 4/23/98 | | David L. Anderson, Trustee of
The Anderson Living Trust U/A/D 1/22/98
|
| | | |
By: | | /s/ TENCH COXE
| | By: | | /s/ DAVID L. ANDERSON
|
| | Tench Coxe | | | | David L. Anderson |
| | Trustee | | | | Trustee |
* signed by David E. Sweet Under Power of Attorney | | * signed by David E. Sweet Under Power of Attorney |
A-13
| | | | | | |
Acrux Partners, L.P. | | The Gregory P. and Sarah J.D. Sands Trust Agreement Dated 2/24/99 |
| | | |
By: | | /s/ DAVID L. ANDERSON
| | By: | | /s/ GREGORY P. SANDS
|
| | David L. Anderson | | | | Gregory P. Sands |
| | General Partner | | | | Trustee |
*signed by David E. Sweet Under Power of Attorney | | * signed by David E. Sweet Under Power of Attorney |
| |
Tallack Partners, L.P. | | James N. White and Patricia A. O’Brien, Trustees of
The White Family Trust U/A/D 4/3/97
|
| | | |
By: | | /s/ JAMES C. GAITHER*
| | By: | | /s/ JAMES N. WHITE
|
| | James C. Gaither | | | | James N. White |
| | | | Trustee |
* signed by David E. Sweet Under Power of Attorney | | * signed by David E. Sweet Under Power of Attorney |
| |
Jeffrey W. Bird and Christina R. Bird Trust Agreement Dated 10/31/2000 | | Ronald D. Bernal and Pamela M. Bernal as Trustees of
The Bernal Family Trust U/D/T 11/3/1995
|
| | | |
By: | | /s/ JEFFREY W. BIRD
| | By: | | /s/ RONALD D. BERNAL*
|
| | Jeffrey W. Bird | | | | Ronald D. Bernal |
| | Trustee | | |
*signed by David E. Sweet Under Power of Attorney | | * signed by David E. Sweet Under Power of Attorney |
| |
David E. Sweet and Robin T. Sweet as Trustees of The David and Robin Sweet Living Trust Dated 7/6/04 | | Patricia Tom |
| | | |
By: | | /s/ DAVID E. SWEET
| | By: | | /s/ PATRICIA TOM
|
| | David E. Sweet | | | | Patricia Tom |
| | Trustee | | * signed by David E. Sweet Under Power of Attorney |
| |
Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO, Diane J. Naar | | Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO, Robert Yin |
| | | |
By: | | /s/ VICKI M. BANDEL
| | By: | | /s/ VICKI M. BANDEL
|
| | Vicki M. Bandel | | | | Vicki M. Bandel |
| | Asst Vice President & Trust Officer | | | | Asst Vice President & Trust Officer |
| |
Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO, Sherryl W. Casella | | Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO, Lynne B. Graw Rollover |
| | | |
By: | | /s/ VICKI M. BANDEL
| | By: | | /s/ VICKI M. BANDEL
|
| | Vicki M. Bandel | | | | Vicki M. Bandel |
| | Asst Vice President & Trust Officer | | | | Asst Vice President & Trust Officer |
| |
Wells Fargo Bank, N.A. SHV Profit Sharing Plan FBO, William H. Younger, Jr. | | Kirk Perron |
| | | |
By: | | /s/ VICKI M. BANDEL
| | By: | | /s/ KIRK PERRON
|
| | Vicki M. Bandel | | | | Kirk Perron |
| | Asst Vice President & Trust Officer | | | | |
A-14
| | | | | | |
Vaughn D. Bryson | | Daniel M. Bradbury |
| | | |
By: | | /s/ VAUGHN BRYSON
| | By: | | /s/ DANIEL M. BRADBURY
|
| | Vaughn Bryson | | | | Daniel M. Bradbury |
| |
Douglas G. & Irene E. DeVivo Revocable Trust dated 11/1/88 | | Black Point Group LP |
| | | |
By: | | /s/ DOUGLAS G. DEVIVO
| | By: | | /s/ BENJAMIN SHAW
|
| | Douglas G. DeVivo | | | | Benjamin Shaw |
| | Trustee | | | | Manager |
| | |
The Board of Trustees of the Leland Stanford Jr. University (SBST LS) | | | | |
| | | |
By: | | /s/ MARTINA S. POQUET
| | | | |
| | Martina S. Poquet | | | | |
| | Director | | | | |
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EXHIBIT A
SCHEDULE OF PURCHASERS
August 16, 2007
| | | | | | | | | | |
Name of Investor | | Number
of Shares
(Initial
Closing) | | Aggregate
Purchase
Price (Initial
Closing) | | Number of
Shares
(Second
Closing) | | Aggregate
Purchase
Price
(Second
Closing) |
Paperboy Ventures LLC | | 952,380 | | $ | 2,000,000 | | 1,190,476 | | $ | 2,500,000 |
| | | | |
Alta BioPharma Partners II, L.P. | | 918,589 | | $ | 1,929,037 | | — | | | — |
| | | | |
Alta Embarcadero BioPharma Partners II, LLC | | 33,792 | | $ | 70,963 | | — | | | — |
| | | | |
Farview Management Co. L.P.,
a Texas Limited Partnership | | 595,238 | | $ | 1,250,000 | | — | | | — |
| | | | |
The Judith E. and Joseph C. Cook, Jr. Foundation, Inc. | | 119,047 | | $ | 250,000 | | — | | | — |
| | | | |
The David L. Mahoney and Winnifred C. Ellis 1998 Family Trust | | 95,238 | | $ | 200,000 | | — | | | — |
| | | | |
James N. & Pamela Wilson Trust | | 47,619 | | $ | 100,000 | | — | | | — |
| | | | |
Sutter Hill Ventures, A California Limited Partnership | | 162,218 | | $ | 340,658 | | — | | | — |
| | | | |
G. Leonard Baker, Jr. and Mary Anne Baker, Co-Trustees of The Baker Revocable Trust U/A/D 2/3/03 | | 95,238 | | $ | 200,000 | | — | | | — |
| | | | |
Saunders Holdings, L.P., G. Leonard Baker, Jr., General Partner | | 47,619 | | $ | 100,000 | | — | | | — |
| | | | |
The Coxe Revocable Trust U/A/D 4/23/98 | | 23,871 | | $ | 50,129 | | — | | | — |
| | | | |
David L. Anderson, Trustee of
The Anderson Living Trust U/A/D 1/22/98 | | 11,136 | | $ | 23,386 | | — | | | — |
| | | | |
Acrux Partners, L.P.
David L. Anderson, General Partner | | 11,136 | | $ | 23,386 | | — | | | — |
| | | | |
Gregory P. and Sarah J.D. Sands Trust Agreement Dated 2/24/99 | | 2,390 | | $ | 5,019 | | — | | | — |
| | | | |
Tallack Partners, L.P., James C. Gaither, General Partner | | 2,869 | | $ | 6,025 | | — | | | — |
| | | | |
James N. White and Patricia A. O’Brien as Trustees of
The White Family Trust U/A/D 4/3/97 | | 1,052 | | $ | 2,209 | | — | | | — |
| | | | |
Jeffrey W. and Christina R. Bird Trust Agreement Dated 10/31/00 | | 533 | | $ | 1,119 | | — | | | — |
| | | | |
Ronald D. Bernal and Pamela M. Bernal as Trustees of
The Bernal Family Trust U/D/T 11/3/1995 | | 563 | | $ | 1,182 | | — | | | — |
| | | | |
David E. Sweet and Robin T. Sweet as Trustees of The David and Robin Sweet Living Trust Dated 7/6/04 | | 984 | | $ | 2,066 | | — | | | — |
| | | | |
Patricia Tom | | 122 | | $ | 256 | | — | | | — |
Wells Fargo Bank, N.A. FBO SHV Profit Sharing Plan
FBO Sherryl W. Casella | | 617 | | $ | 1,296 | | — | | | — |
FBO William H. Younger, Jr. | | 20,354 | | $ | 42,743 | | — | | | — |
FBO Lynne B. Graw (Rollover) | | 169 | | $ | 355 | | — | | | — |
FBO Dianne J. Narr | | 24 | | $ | 50 | | — | | | — |
FBO Robert Yin | | 57 | | $ | 120 | | — | | | — |
A-16
| | | | | | | | | | |
Name of Investor | | Number of
Shares
(Initial
Closing) | | Aggregate
Purchase
Price (Initial
Closing) | | Number of
Shares
(Second
Closing) | | Aggregate
Purchase
Price
(Second
Closing) |
| | | | |
Kirk Perron | | 238,095 | | $ | 500,000 | | — | | | — |
| | | | |
Vaughn D. Bryson | | 50,000 | | $ | 105,000 | | — | | | — |
| | | | |
Dan Bradbury | | 23,809 | | $ | 50,000 | | — | | | — |
| | | | |
Douglas G. & Irene E. DeVivo | | 50,000 | | $ | 105,000 | | — | | | — |
| | | | |
Black Point Group LP | | 47,619 | | $ | 100,000 | | — | | | — |
| | | | |
The Board of Trustees of the Leland Stanford Jr. University (SBST LS) | | 47,619 | | $ | 100,000 | | — | | | — |
| | | | |
TOTAL | | 3,599,997 | | $ | 7,559,999 | | 1,190,476 | | $ | 2,500,000 |
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| | | | |
| | VOTE BY TELEPHONE
QUICK * * * EASY * * * IMMEDIATE
| | |
Corcept Therapeutics Incorporated
Proxy Solicited by the Board of Directors
for the Special Meeting of Stockholders
to be Held September 24, 2007
The undersigned hereby appoints James N. Wilson and Joseph K. Belanoff, M.D. or either one of them with full power of substitution, proxies to vote at the Special Meeting of Stockholders of Corcept Therapeutics (the “Company”) to be held on September 24, 2007 at 10:00 a.m local time, and at any adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of common stock of the Company held or owned by the undersigned as directed on the reverse side of this proxy card, and in their discretion upon such other matters as may come before the meeting.
The Board recommends that you vote FOR the following proposal: The Board of Directors recommends you vote THREE YEARS for the following proposal: The Board of Directors recommends you vote FOR the following proposal: The Board of Directors recommends you vote FOR the following proposal: ! !! NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain For Against Abstain For Against Abstain ! !!! 3 Years 1 Year2 Years Abstain VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above proposal. This proxy, when properly executed, will be voted in the manner directed above. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL ON THE REVERSE SIDE OF THIS PROXY CARD. This proxy may be revoked by the undersigned at any time, prior to the time it is voted by any of the means described in the accompanying proxy statement.
Voting by telephone or Internet is quick, easy and immediate. As a stockholder of Corcept Therapeutics Incorporated, you have the option of voting your shares electronically throughUse the Internet or on the telephone, eliminating the need to return the proxy card. Yourtransmit your voting instructions and for electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned the proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00delivery of information up until 11:59 p.m., Eastern Time on September 21, 2007.
Vote Your Proxy on the Internet:
Go to www.continentalstock.com.
day before the cut-off date or meeting date. Have your proxy card availablein hand when you access the above website. Followweb site and follow the promptsinstructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote your shares.
Vote Your Proxy by Phone:
Call 1 (866) 894-0537.
using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to votetransmit your proxy.voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card availablein hand when you call. Followcall and then follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE
VOTING ELECTRONICALLY ORinstructions. VOTE BY PHONE
Vote Your Proxy by Mail:
MAIL Mark, sign and date your proxy card then detach it, and return it in the postage-paid envelope provided.
FOLD AND DETACH HERE AND READwe have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTEw
V04992-P89791 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement, Annual Report on Form 10-K are available at www.proxyvote.com. CORCEPT THERAPEUTICS INCORPORATED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERS MAY 19, 2023 The shareholders hereby appoint Joseph K. Belanoff, M.D., Charles Robb and James N. Wilson, or any of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Corcept Therapeutics Incorporated that the shareholders are entitled to vote at the Annual Meeting of Shareholders to be held at 7:30 a.m., Pacific Time on Friday, May 19, 2023, at 149 Commonwealth Drive, Menlo Park, California 94025, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDERS. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1, THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE
PROXY BY MAIL
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
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1. To approve the issuance and sale of 1,190,476 shares of the Company’s common stock to Paperboy Ventures, LLC, pursuant to the Common Stock Purchase Agreement, dated August 16, 2007, among the Company and the purchaser parties thereto as required by Nasdaq Rule 4350. | | FOR
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IF YOU WISH FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2, FOR PROPOSAL 3, FOR "THREE YEARS" FOR PROPOSAL 4 AND FOR PROPOSAL 5. IN THEIR DISCRETION, THE NAMED PROXIES ARE AUTHORIZED TO VOTE ELECTRONICALLYUPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. ALL PROXIES PREVIOUSLY GIVEN BY THE UNDERSIGNED ARE HEREBY REVOKED. PLEASE READ THE INSTRUCTIONS ABOVE
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Date and sign exactly as name(s) appear(s) on this proxy. If signing for estates, trusts, corporations or other entities, title or capacity should be stated. If shares are held jointly, each holder should sign
PLEASE COMPLETE,MARK, SIGN, DATE AND SIGNRETURN THIS PROXY
AND RETURN IT CARD PROMPTLY INUSING THE ENCLOSED ENVELOPE.
REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE