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United States securities and exchange commission logo
August 7, 2023
Joseph K. Belanoff
Chief Executive Officer
Corcept Therapeutics Inc.
149 Commonwealth Drive
Menlo Park, CA 94025
Re: Corcept
Therapeutics Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 14,
2023
File No. 000-50679
Dear Joseph K. Belanoff:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 14, 2023
Pay versus Performance, page 24
1. We note your statement
in footnote (2) to your pay versus performance table that [i]n
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). Since
some of the required
calculations involve changes in fair market value from the prior year
end, rather than fair
market value at year end, if you choose to include disclosure
summarizing Regulation
S-K Item 402(v), please ensure that the correct requirements are
discussed.
2. We note footnote (5) to
your pay versus performance table states the Nasdaq US
Benchmark TR Index is
your Peer Group for purposes of your Total Stockholder Return
comparison. This index
appears to be a broad equity market index used for purposes of
Regulation S-K Item
201(e)(1)(i) and not the index or issuers used by you for purposes of
Regulation S-K Item
201(e)(1)(ii). Please ensure that your peer group total shareholder
return column and
related disclosure uses the same index or issuers used for purposes of
Regulation S-K Item
201(e)(1)(ii) or the companies you use as a peer group for purposes
of disclosure under
Regulation S-K Item 402(b).
Joseph K. Belanoff
Corcept Therapeutics Inc.
August 7, 2023
Page 2
3. It appears that you have not provided the relationship disclosures
required by Regulation
S-K Item 402(v)(5). Please ensure that you provide this required
disclosure in its entirety.
Although you may provide this information graphically, narratively, or
a combination of
the two, this disclosure must be separate from the pay versus
performance table required
by Regulation S-K Item 402(v)(1) and must provide a clear description
of each separate
relationship indicated in Regulation S-K Item 402(v)(5)(i)-(iv).
Please note, it is not
sufficient to state that no relationship exists, even if a particular
measure is not used in
setting compensation.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Daniel Crawford at 202-551-7767 or Jennifer Zepralka at
202-551-
2243 with any questions.
FirstName LastNameJoseph K. Belanoff Sincerely,
Comapany NameCorcept Therapeutics Inc.
Division of
Corporation Finance
August 7, 2023 Page 2 Disclosure
Review Program
FirstName LastName