def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Corcept Therapeutics Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
Corcept Therapeutics Incorporated
275 Middlefield Road, Suite A
Menlo Park, CA 94025
Notice of Annual Meeting of Stockholders
To Be Held on June 14, 2005
Dear Stockholder:
The Annual Meeting of Stockholders of Corcept Therapeutics (the
Company) will be held on Tuesday, June 14, 2005
at 11:00 a.m. local time at the Companys headquarters
located at 275 Middlefield Road., Suite A, Menlo Park, CA
94025 for the following purposes, as more fully described in the
accompanying Proxy Statement:
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1. To elect nine directors to hold office until the 2006
Annual Meeting of Stockholders and until their successors are
elected and qualified. |
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2. To ratify the appointment of Ernst & Young, LLP
as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2005. |
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3. To transact such other business as may properly come
before the meeting or any adjournments or postponements thereof. |
Only stockholders of record at the close of business on
April 20, 2005 will be entitled to notice of, and to vote
at, such meeting or any adjournments or postponements thereof.
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BY ORDER OF THE BOARD OF DIRECTORS |
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Robert L. Roe, M.D. |
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President and Secretary |
Menlo Park, California
May 2, 2005
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND MAIL 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.
TABLE OF CONTENTS
Corcept Therapeutics Incorporated
275 Middlefield Rd, Suite A
Menlo Park, CA 94025
650-327-3270
PROXY STATEMENT
2005 ANNUAL MEETING OF STOCKHOLDERS
Corcept Therapeutics (the Company) is furnishing
this Proxy Statement and the enclosed proxy in connection with
the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders to be held
on June 14, 2005 at 11:00 a.m. local time, at the
Companys headquarters located at 275 Middlefield Rd.,
Suite A, Menlo Park, CA 94025 and at any adjournments
thereof (the Annual Meeting). These materials are
being mailed to stockholders on or about May 4, 2005.
Only holders of the Companys common stock as of the close
of business on April 20, 2005 (the Record Date)
are entitled to vote at the Annual Meeting. Stockholders who
hold shares of the Company in street name may vote
at the Annual Meeting only if they hold a valid proxy from their
broker. As of the Record Date, there were 22,693,813
shares of common stock outstanding.
A majority of the outstanding shares of common stock entitled to
vote at the Annual Meeting must be present in person or by proxy
in order for there to be a quorum at the meeting. Stockholders
of record who are present at the meeting in person or by proxy
and who abstain from voting, including brokers holding
customers shares of record who cause abstentions to be
recorded at the meeting, will be included in the number of
shares present at the meeting for purposes of determining
whether a quorum is present.
Each stockholder of record is entitled to one vote at the 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 using the proxy
card enclosed with this Proxy Statement. All proxy cards
received by the Company which are properly signed and have not
been revoked will be voted in accordance with the instructions
contained in the proxy cards. 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 for the nominees to
the Board of Directors listed on the proxy card and in this
Proxy Statement and for the ratification of the appointment of
Ernst & Young, LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2005. The Company is not aware, as of the date
hereof, of any matters to be voted upon at the Annual Meeting
other than those stated in this Proxy Statement and the
accompanying Notice of Annual Meeting of Stockholders. If any
other matters are properly brought before the Annual Meeting,
the enclosed proxy card gives discretionary authority to the
persons named as proxies to vote the shares represented by the
proxy card in their discretion.
Under Delaware law and the Companys Amended and Restated
Certificate of Incorporation and Bylaws, if a quorum exists at
the Annual Meeting, (a) the nominees for director who
receive the greatest number of votes cast will be elected to the
Board of Directors and (b) the proposal to ratify the
appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm for the fiscal
year ending December 31, 2005 will be approved if it
receives the affirmative vote of the majority of the shares of
common stock present or represented and entitled to vote at the
Annual Meeting. Abstentions and broker non-votes will have no
impact on the election of directors since they have not been
cast in favor of or against any nominee, nor will they have any
effect on the proposal to ratify the appointment of
Ernst & Young, LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2005, because approval of that proposal is
based solely on the number of votes actually cast.
A stockholder of record may revoke a proxy at any time before it
is voted at the Annual Meeting by (a) delivering a proxy
revocation or another duly executed proxy bearing a later date
to the Secretary of the Company at 275 Middlefield Road,
Suite A, Menlo Park, California 94025 or (b) attending
the Annual Meeting and voting in person. Attendance at the
Annual Meeting will not revoke a proxy unless the stockholder
actually votes in person at the meeting.
The proxy card accompanying this Proxy Statement is solicited by
the Board of Directors of the Company. The Company will pay all
of the costs of soliciting proxies. In addition to solicitation
by mail, officers, directors and employees of the Company may
solicit proxies personally, or by telephone, without receiving
additional compensation. The Company, if requested, will pay
brokers, banks and other fiduciaries that hold shares of common
stock for beneficial owners for their reasonable out-of-pocket
expenses of forwarding these materials to stockholders.
BOARD OF DIRECTORS
The name, age and occupation of each member of the Board of
Directors of the Company are set forth below:
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Name |
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Age | |
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Occupation |
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James N. Wilson
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61 |
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Chairman of the Board of the Company |
Joseph K. Belanoff, M.D.
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47 |
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Chief Executive Officer of the Company |
G. Leonard Baker, Jr.
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62 |
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Venture Capitalist |
Joseph C. Cook, Jr.
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63 |
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Executive/Investor |
James A. Harper
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57 |
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Retired Pharmaceutical Executive |
David L. Mahoney
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50 |
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Private Equity Investor |
Alix Marduel, M.D.
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47 |
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Venture Capitalist |
Alan F. Schatzberg, M.D.
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60 |
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Chairman, Dept. of Psychiatry and Behavioral Sciences, Stanford
University School of Medicine |
David B. Singer
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42 |
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Private Investment Fund Principal |
At the Annual Meeting, the stockholders will vote on the
election of nine directors, each to serve for a one-year term
until the annual meeting of stockholders in 2006 and until their
successors are elected and qualified. All directors will hold
office until the annual meeting of stockholders at which their
terms expire and the election and qualification of their
successors.
NOMINEES
The following individuals, each of whom is currently serving as
a director of the Company, have been nominated for election to
the Board of Directors:
James N. Wilson has served as a director and as Chairman
of the Companys Board of Directors since 1999. In
addition, since 2005, Mr. Wilson has been the Chairman of
the Board of NuGEN Technologies, Inc. Since 2002, he has served
as a director of Amylin Pharmaceuticals, Inc. From 1996 to 2001,
Mr. Wilson was Chairman of the board of Amira Medical, Inc.
From 1991 to 1994, he was Chief Operating Officer of Syntex
Corporation. From 1989 to 1990, Mr. Wilson was Chairman and
Chief Executive Officer of Neurex Corporation and from 1982 to
1988, Mr. Wilson was Chief Executive Officer of LifeScan,
Inc. Mr. Wilson received his B.A. and M.B.A. from the
University of Arizona.
Joseph K. Belanoff, M.D. is a co-founder of the
Company and has served as a member of its Board of Directors and
as its Chief Executive Officer since 1999. Dr. Belanoff is
currently a clinical faculty member and has held various
positions in the Department of Psychiatry and Behavioral
Sciences at Stanford University since 1992. From 1997 to 2001,
he served as the Director of Psychopharmacology at the
outpatient division of the Palo Alto Veterans Affairs Hospital.
Dr. Belanoff received his B.A. from Amherst College and his
M.D. from Columbia Universitys College of
Physicians & Surgeons.
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G. Leonard Baker, Jr. has served as a member of
the Companys Board of Directors since 1999. Since 1973,
Mr. Baker has been a Managing Director of the General
Partner of Sutter Hill Ventures, a venture capital firm.
Mr. Baker currently serves on the Board of Praecis
Pharmaceuticals Incorporated and the Board of Therma-Wave, Inc.,
each of which is a publicly traded company, and a number of
private companies. Mr. Baker received his B.A. from Yale
University and his M.B.A. from Stanford University.
Joseph C. Cook, Jr. has served as a member of the
Companys Board of Directors since 2002. Mr. Cook is
Chairman of the Board of Amylin Pharmaceuticals, Inc.
Mr. Cook served as Chief Executive Officer of Amylin
Pharmaceuticals from 1998 to 2003. Mr. Cook is a founder
and currently serves as Chairman of the board of Microbia, Inc.
Mr. Cook is an officer of Mountain Ventures, Inc. and a
founder of Clinical Products, Inc. and Mountain Group Capital,
LLC. Mr. Cook retired as Group Vice President of Eli
Lilly & Company in 1993 after more than 28 years
of service. Mr. Cook received his B.S. from the University
of Tennessee.
James A. Harper was appointed as a member of the
Companys Board of Directors in October 2004. He has spent
30 years in the pharmaceutical and healthcare industries,
all in positions with Eli Lilly and Company, from which he
retired in 2004. Mr. Harper served as Group Vice President
and Chief Marketing Officer from 2001 to 2004 and as President,
Diabetes and Growth Disorders Business Unit/ Product Group from
1994 to 2001. He was Vice President, Global Pharmaceutical
Marketing, from 1993 to 1994 and was President and CEO, Advanced
Cardiovascular Systems, Inc. from 1991 to 1993. Mr. Harper
currently also serves as the Vice Chair of the Board of the
American Diabetes Association Research Foundation as well as
being a member of the Board of Directors of Zymogenetics, Inc.,
a biotechnology company. Mr. Harper received his B.A. from
Vanderbilt University and his M.B.A. from The Wharton School of
Business.
David L. Mahoney was appointed as a member of the
Companys Board of Directors in July 2004. From 1999 to
2001, Mr. Mahoney served as co-CEO of McKesson HBOC, Inc.,
a healthcare supply management and information technology
company and as CEO 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 where he worked from 1981 to 1990.
He also serves on the Board of Directors of Symantec
Corporation, Tercica, Inc., Live Oak School and KQED.
Mr. Mahoney received his B.A. from Princeton University and
his M.B.A. from Harvard University.
Alix Marduel, M.D. has served as a member of the
Companys Board of Directors since 2001. Since April 1997,
she has been a managing director of Alta Partners, a venture
capital firm. From 1990 to 1997, Dr. Marduel was a general
partner at Soffinnova, Inc., a venture capital firm. She
currently serves as director of a number of private companies.
Dr. Marduel received her M.D. from the University of Paris.
Alan F. Schatzberg, M.D. is a co-founder of the
Company and has served as a member of the Companys Board
of Directors as Chairman of the Companys Scientific
Advisory Board since 1998. Since 1991, Dr. Schatzberg has
been a Professor and the Chairman of the Department of
Psychiatry and Behavioral Sciences at Stanford Universitys
School of Medicine and is Past President of the American College
of Neuropsychopharmacology. Dr. Schatzberg received his
B.S. from New York University and his M.D. from New York
University, School of Medicine.
David B. Singer has served as a member of the
Companys Board of Directors since 1998. Since December
2004, Mr. Singer has been a Principal at Maverick Capital
Ltd., an investment manager to private investment funds. Since
February 2004, he has served as Chairman of the Board of
Directors of Oscient Pharmaceuticals Corporation. From September
1998 to February 2004, Mr. Singer was Chairman and Chief
Executive Officer of GeneSoft Pharmaceuticals, Inc. From 1992 to
1996, he was President and Chief Executive Officer of
Affymetrix, Inc. Mr. Singer also serves on the Board of
Directors of Affymetrix, Inc., and Oscient Pharmaceuticals
Corporation. Mr. Singer received his B.A. from Yale
University and his M.B.A. from Stanford University.
There are no family relationships among any of the
Companys directors or executive officers.
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DIRECTOR NOMINATION
The information below describes the criteria and process that
the Nominating and Corporate Governance Committee uses to
evaluate candidates to the Board.
Board Membership Criteria. The Nominating and Corporate
Governance Committee is responsible for assessing the
appropriate balance of experience, skills and characteristics
required of the Board. Nominees for director are selected on the
basis of depth and breadth of experience, knowledge, integrity,
ability to make independent analytical inquiries, understanding
of the Companys business environment, the willingness to
devote adequate time to Board duties, the interplay of the
candidates experience and skills with those of other Board
members, and the extent to which the candidate would be a
desirable addition to the Board and any Committees of the Board.
Additionally, the Nominating and Corporate Governance Committee
seeks to ensure that at least a majority of the directors are
independent under the rules of the NASDAQ Stock Market, that the
Audit Committee and Compensation Committee shall be composed
entirely of independent directors, and that members of the Audit
Committee possess such accounting and financial expertise as the
principal stock exchange or quotation service on which the
Companys shares are listed or quoted shall require.
Stockholders Proposals for Nominees. The Nominating and
Corporate Governance Committee will consider written proposals
from stockholders for nominees for director. Any such
nominations should be submitted to the Nominating and Corporate
Governance Committee c/o the Secretary of the Company and
should include (at a minimum) the following information:
(a) all information relating to such nominee that is
required to be disclosed pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (including such
persons written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);
(b) the name(s) and address(es) of the stockholder(s)
making the nomination and the number of shares of the
Companys common stock which are owned beneficially and of
record by such stockholder(s); and (c) appropriate
biographical information and a statement as to the
qualifications of the nominee, and should be submitted in the
time frame described in the Bylaws of the Company and under the
caption, STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL
MEETING below.
Process for Identifying and Evaluating Nominees. The
Nominating and Corporate Governance Committee will initiate the
process for identifying and evaluating nominees to the Board by
identifying a slate of candidates who meet the criteria for
selection as nominees and have the specific qualities or skills
being sought based on input from members of the Board,
management and, if the Nominating and Corporate Governance
Committee deems appropriate, a third-party search firm. These
candidates will be evaluated by the Nominating and Corporate
Governance Committee by reviewing the candidates
biographical information and qualification and checking the
candidates references. Qualified nominees will be
interviewed by at least one member of the Nominating and
Corporate Governance Committee. Serious candidates will meet,
either in person or by telephone, with all members of the
Nominating and Corporate Governance Committee and as many other
members of the Board as practicable, and using the input from
such interviews and the information obtained by the Nominating
and Corporate Governance Committee, the Nominating and Corporate
Governance Committee will evaluate which of the prospective
candidates is qualified to serve as a director and whether the
committee should recommend to the Board that the Board nominate,
or elect to fill a vacancy, with one of these final prospective
candidates. Candidates recommended by the Nominating and
Corporate Governance Committee will be presented to the Board
for selection as nominees to be presented for the approval of
the stockholders or for election to fill a vacancy. The
Nominating and Corporate Governance Committee expects that a
similar process will be used to evaluate nominees recommended by
stockholders. However, to date, the Company has not received any
stockholder proposal to nominate a director.
Nominees to the Board of Directors for the Annual
Meeting. The nominees for the Annual Meeting were
recommended for selection by the Nominating and Corporate
Governance Committee and were selected by the independent
members of the Board.
Board Nominees for the 2005 Annual Meeting. Each of the
nominees listed in this Proxy Statement is a current director
standing for re-election. Two of the nominees, David L. Mahoney
and James A. Harper, were elected by the Board of Directors in
2004.
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DIRECTOR COMPENSATION
Effective October 1, 2004, non-employee directors receive a
director fee from the Company for their services as members of
the Board of Directors in the amount of $15,000 per year.
Non-chair members of the Audit Committee receive an additional
$5,000 per year. The chair of the Audit Committee receives
an additional $10,000 per year. Directors are reimbursed
for certain expenses in connection with attending Board and
committee meetings.
In July 2004, the Company granted David L. Mahoney an option to
purchase 60,000 shares of common stock at an exercise
price of $5.00 per share. In October 2004, the Company
granted James A. Harper an option to
purchase 60,000 shares of common stock at an exercise
price of $6.83 per share. These options vest with respect
to 20% of the shares on the first anniversary of the date of
grant and with respect to the remaining shares in equal monthly
installments over the four-year period thereafter.
BOARD MEETINGS AND COMMITTEES
The Companys Board of Directors met five times during
fiscal 2004. The Audit Committee met eight times and the
Compensation Committee met three times. Action was taken by the
Board of Directors via unanimous written consent six times. The
Nominating and Corporate Governance Committee met once during
fiscal 2004. Each member of the Board attended 75% or more of
the Board meetings, and each member of the Board who served on
the audit, compensation or nominating and corporate governance
committee attended at least 75% of the committee meetings.
The Board has determined that the following directors are
independent under current NASDAQ rules:
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G. Leonard Baker, Jr. |
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Joseph C. Cook, Jr. |
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James A. Harper |
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David L. Mahoney |
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Alix Marduel, M.D. |
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Alan F. Schatzberg, M.D. |
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David B. Singer |
The Board of Directors has standing Audit, Compensation and
Nominating and Corporate Governance Committees.
Audit Committee. The Audit Committee currently consists
of David L. Mahoney (chairman), Joseph C. Cook, Jr. and
David B. Singer. The Board has determined that all members of
the Audit Committee are independent directors under the rules of
the Nasdaq Stock Market and each of them is able to read and
understand fundamental financial statements. The Board has
determined that David L. Mahoney qualifies as an Audit
Committee financial expert as defined by the rules of the
Securities and Exchange Commission (the SEC). 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 the compensation of
the independent accountants to conduct the annual audit of the
Companys accounts, reviewing the scope and results of the
independent audits, reviewing and evaluating internal accounting
policies, and approving all professional services to be provided
to the Company by its independent accountants.
Compensation Committee. The Compensation Committee
currently consists of G. Leonard Baker, Jr. (chairman),
James A. Harper and Alix Marduel, M.D. The Board has
determined that all members of the Compensation Committee are
independent directors under the rules of the Nasdaq Stock
Market. The Compensation Committee administers the
Companys benefit plans, reviews and administers all
compensation arrangements for executive officers, and
establishes and reviews general policies relating to the
compensation and benefits of the Companys officers and
employees.
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Nominating and Corporate Governance Committee. The
Companys Nominating and Corporate Governance Committee
consists of Mr. Wilson and Drs. Schatzberg and
Marduel. Mr. Wilson is the Chairman of the Nominating and
Corporate Governance Committee. The Nominating and Governance
Committee is responsible for identifying individuals qualified
to serve as members of the Board of the Company, recommending to
the independent members of the Board nominees for election as
directors of the Company and providing oversight with respect to
corporate governance and ethical conduct. Although
Mr. Wilson is an employee of the Company and therefore not
an independent director for NASDAQ purposes, the
Companys director nomination process meets applicable
NASDAQ requirements because the Companys director nominees
are selected by the independent members of the Board.
COMMUNICATIONS WITH DIRECTORS
Stockholders or other interested parties may communicate with
any director or committee of its Board of Directors by writing
to them c/o Secretary, Corcept Therapeutics, 275
Middlefield Road, Suite A, Menlo Park, California
94025. Comments or questions regarding the Companys
accounting, internal controls or auditing matters will be
referred to members of the Audit Committee. Comments or
questions regarding the nomination of directors and other
corporate governance matters will be referred to members of the
Nominating and Governance Committee.
The Company has a policy of encouraging all directors to attend
the annual stockholder meetings. None of the Companys
directors attended the 2004 annual meeting. The Company was
privately held at the time of the 2004 annual stockholders
meeting.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
No interlocking relationship exists, or in the past fiscal year
has existed, between any member of the Companys
Compensation Committee and any member of any other
companys board of directors or Compensation Committee.
CODE OF ETHICS
The Company has adopted a code of ethics that applies to all
officers and employees, including its principal executive
officer, principal financial officer and controller. This code
of ethics has been filed as Exhibit 99.1 to the
Companys Registration Statement on Form S-1
(Registration No. 333-112676) initially filed with the SEC
on February 10, 2004.
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SECURITY OWNERSHIP BY CERTAIN BENEFICIAL HOLDERS
The following table sets forth information regarding ownership
of the Companys common stock as of March 31, 2005 or
earlier date for information based on filings with the SEC by
(a) each person known to the Company to own more than 5% of
the outstanding shares of its common stock, (b) each
director of the Company, (c) the Companys Chief
Executive Officer and each other executive officer named in the
compensation tables appearing later in this Proxy 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 believes
to be reliable.
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Number of Shares | |
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Percentage of Shares | |
Name of Beneficial Owner(1) |
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Beneficially Owned(2) | |
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Beneficially Owned | |
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5% Stockholders
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Sutter Hill
Ventures(3)
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2,775,169 |
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12.2 |
% |
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Maverick Capital,
Ltd.(4)
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2,122,841 |
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9.4 |
% |
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Entities affiliated with Alta Partners,
LLP(5)
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1,698,274 |
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7.5 |
% |
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Narragansett Management,
LP(6)
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1,537,600 |
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6.8 |
% |
Directors and Named Executive Officers
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Joseph K.
Belanoff, M.D.(7)
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2,954,195 |
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13.0 |
% |
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Alan F.
Schatzberg, M.D.(8)
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3,004,346 |
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13.2 |
% |
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G. Leonard
Baker, Jr.(3)
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2,775,169 |
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12.2 |
% |
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James N.
Wilson(9)
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2,194,154 |
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9.7 |
% |
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Alix
Marduel, M.D.(10)
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1,698,274 |
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7.5 |
% |
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David B.
Singer(11)
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778,667 |
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3.4 |
% |
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Robert L.
Roe(12)
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257,233 |
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1.1 |
% |
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Joseph C.
Cook, Jr.(13)
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38,380 |
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* |
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Fred
Kurland(14)
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55,020 |
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* |
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David L. Mahoney
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10,000 |
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* |
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James A. Harper
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0 |
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* |
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All directors and executive officers as a group
(11 persons)(15)
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13,765,438 |
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60.7 |
% |
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(1) |
Unless otherwise indicated, the address of each of the named
individuals is c/o Corcept Therapeutics, 275 Middlefield
Road, Suite A, Menlo Park, California 94025. |
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(2) |
Beneficial ownership of shares is determined in accordance with
the rules of the SEC and generally includes any shares over
which a person exercises sole or shared voting or investment
power, or of which a person has the right to acquire ownership
within 60 days after March 31, 2005. Except as
otherwise noted, each person or entity has sole voting and
investment power with respect to the shares shown. |
|
(3) |
Includes 2,216,188 shares held of record by Sutter Hill
Ventures, A California Limited Partnership, 22,422 shares
held of record by Sutter Hill Entrepreneurs Fund (AI), LP,
56,768 shares held of record by Sutter Hill Entrepreneurs
Fund (QP), LP and 479,791 shares held of record by
Mr. Baker and a related family entity. The address for the
partnerships is 755 Page Mill Road, Suite A-200, Palo Alto,
California 94304-1005. Mr. Baker, a member of the
Companys Board of Directors and a managing director of the
general partner of the partnerships mentioned above, shares
voting or investment power over the partnership shares with
eight other managing directors. They are David L. Anderson,
William H. Younger, Jr., Tench Coxe, Gregory P. Sands,
James C. Gaither, James N. White, Jeffrey W. Bird and Ronald D.
Bernal. Mr. Baker and each of the managing directors
disclaim beneficial ownership of the shares listed above except
to the extent of their individual pecuniary interest therein. |
|
(4) |
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, LLCs
Regulations. The address of Maverick Capital, Ltd. is 300
Crescent Court, 18th Floor, Dallas, TX 75201. |
7
|
|
(5) |
Includes 1,632,012 shares held of record by Alta BioPharma
Partners II, LP and 66,262 shares held of record by
Alta Embarcadero BioPharma Partners II, LLC. Alta
Partners II, Inc. provides investment advisory services to
several venture capital funds including, Alta BioPharma
Partners II, L.P. and Alta Embarcadero BioPharma
Partners II, LLC. The managing directors of Alta BioPharma
Partners II, L.P. and managers of Alta Embarcadero
BioPharma Partners II, LLC exercise sole voting and
investment power with respect to the shares owned by such funds.
Certain principals of Alta Partners II, Inc. are managing
directors of Alto BioPharma Management II, LLC (which is
the general partner of Alta BioPharma Partners II, L.P.),
and managers of Alta Embarcadero BioPharma Partners II,
LLC. As managing directors and managers of such entities, they
may be deemed to share voting and investment powers for the
shares held by the funds. The principals of Alta
Partners II, Inc. disclaim beneficial ownership of all such
shares held by the foregoing funds, except to the extent of
their proportionate pecuniary interests therein. The natural
persons affiliated with Alta BioPharma Partners II, L.P.
and Alta Embarcadero BioPharma Partners II, LLC are Alix
Marduel, Jean Deleage and Farah Champsi. The address of Alta
Partners II, Inc. is One Embarcadero Center,
Suite 4050, San Francisco, CA 94111. |
|
(6) |
Includes 522,784 shares held of record by
Narragansett I, L.P. and 1,014,816 shares held of
record by Narragansett Offshore, Ltd. Joseph L.
Dowling, III, is the sole managing member of entities that
have the power to control the investment decisions of
Narragansett I, L.P. and Narragansett Offshore, Ltd. |
|
(7) |
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. |
|
(8) |
Includes 300,000 shares held of record by Lindsey D.
Schatzberg and 300,000 shares held of record by Melissa A.
Schatzberg, over which Dr. Schatzberg has voting control. |
|
(9) |
Includes 1,588,094 shares held of record by the James N.
Wilson and Pamela D. Wilson Trust and 606,060 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. Mr. Wilson disclaims beneficial
ownership of such shares, except to the extent of his pecuniary
interests in the entities holding such shares. |
|
|
(10) |
Includes 1,632,012 shares held of record by Alta BioPharma
Partners II, LP and 66,262 shares held of record by
Alta Embarcadero BioPharma Partners II, LLC. Dr. Marduel
and certain principals of Alta Partners II, Inc., are
Managing Directors of the funds mentioned herein, and as such,
they may be deemed to share voting and investment powers for the
shares held by the funds. The principals of Alta
Partners II, Inc., disclaim beneficial ownership of all
such shares held by the foregoing funds, except to the extent of
their pecuniary interests in such funds. The address of Alix
Marduel is One Embarcadero Center, Suite 4050,
San Francisco, California 94111. |
|
(11) |
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 767 Fifth
Avenue,
11th Floor,
New York, New York 10153. |
|
(12) |
Includes 39,201 shares issuable pursuant to options
exercisable within 60 days of March 31, 2005 and
includes 70,833 shares which we have the right to
repurchase within 60 days of March 31, 2005. |
|
(13) |
Shares issuable pursuant to options exercisable within
60 days of March 31, 2005. |
|
(14) |
Includes 50,020 shares issuable pursuant to options
exercisable within 60 days of March 31, 2005. |
|
(15) |
Total number of shares includes common stock held by entities
affiliated with directors and executive officers. See
footnotes 1 through 14 above. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to a consulting agreement with the Company,
Dr. Alan Schatzberg received compensation of $60,000 for
his services as Chair of the Companys Scientific Advisory
Board in 2004. The Company can terminate this agreement for any
reason upon 30 days notice to Dr. Schatzberg. If
the agreement is not terminated by the Company,
Dr. Schatzberg will receive $60,000 for his services as
Chair of the Companys Scientific Advisory Board in 2005.
James Wilson received a salary of $68,316 and a bonus of $6,832
from the Company in 2004.
Pursuant to an agreement between the Company and Robert L.
Roe, M.D., the Companys President, Dr. Roe
received a base salary of $330,249 in 2004. In addition, in
accordance with this letter agreement, Dr. Roe received an
option to purchase 250,000 shares of the
Companys common stock with an exercise price of
$0.75 per share and a $187,250 loan, subject to interest
rate of 6.5% and evidenced by a full-recourse promissory note to
the Company to finance the exercise of the option. Shares
purchased by Dr. Roe pursuant to the option are subject to
the Companys right of repurchase. In the event of an
acquisition of more than 50% of the voting control of the
Company, the right of repurchase will lapse as to an additional
20% of the shares subject to the option. If the Company
terminates Dr. Roes employment for any reason other
than for cause,
8
Dr. Roe will receive a lump sum severance payment equal to
his annual salary in effect at the time of his termination. In
December 2004, Dr. Roe repaid $62,416.67 of the $187,250
loan plus interest.
The Company has entered into a letter agreement with Fred
Kurland, its Chief Financial Officer. Pursuant to this letter
agreement, Mr. Kurland receives a base salary of $240,000
annually. In addition, in accordance with this letter agreement,
in February 2004, Mr. Kurland received an option to
purchase 200,000 shares of the Companys common
stock with an exercise price of $7.00 per share. This
option vests with respect to 20% of the shares on the first
anniversary of the date of grant and with respect to the
remaining shares in equal monthly installments over the
four-year period thereafter.
The Company has entered into indemnification agreements with its
directors and executive officers. Such agreements require the
Company, among other things, to indemnify its officers and
directors, other than for liabilities arising from willful
misconduct of a culpable nature, and to advance their expenses
incurred as a result of any proceedings against them as to which
they could be indemnified.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934
(the Exchange Act) and SEC rules, the Companys
directors, executive officers and beneficial owners of more than
10% of any class of equity security are required to file
periodic reports of their ownership, and changes in that
ownership, with the SEC. Based solely on its review of copies of
these reports and representations of such reporting persons, the
Company believes that during fiscal year 2004, such SEC filing
requirements were satisfied.
EXECUTIVE COMPENSATION
The following tables and descriptive materials set forth
information concerning compensation earned for services rendered
to the Company by its Chief Executive Officer (the
CEO) and the Companys other executive officers
for fiscal year 2004 whose salary and bonus for the fiscal year
2004 exceeded $100,000. Collectively, together with the CEO,
these are the Named Executive Officers.
Summary Compensation Table
|
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|
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|
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Long Term | |
|
|
|
|
|
|
|
|
Compensation Awards | |
|
|
|
|
|
|
Annual Compensation | |
|
| |
|
|
|
|
|
|
| |
|
Securities Underlying | |
|
All Other | |
Name and Principal Position(s) |
|
Year | |
|
Salary ($) | |
|
Bonus ($) | |
|
Options (#) | |
|
Compensation ($) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Joseph K. Belanoff, M.D.
|
|
|
2004 |
|
|
|
341,582 |
|
|
|
34,158 |
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer |
|
|
2003 |
|
|
|
310,500 |
|
|
|
31,050 |
|
|
|
|
|
|
|
|
|
Robert L. Roe, M.D.
|
|
|
2004 |
|
|
|
330,749 |
|
|
|
33,075 |
|
|
|
|
|
|
|
|
|
|
President |
|
|
2003 |
|
|
|
310,500 |
|
|
|
31,050 |
|
|
|
100,000 |
|
|
|
|
|
Fred Kurland
|
|
|
2004 |
|
|
|
215,000 |
(1) |
|
|
21,500 |
|
|
|
200,000 |
|
|
|
|
|
|
Chief Financial Officer |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Mr. Kurland began his employment in February of 2004. His
compensation is for a partial year. |
9
Options/ Executive Officers
The following table shows the options granted to the Named
Executive Officers during fiscal year 2004 and the potential
realizable value of those grants (on a pre-tax basis) determined
in accordance with SEC rules. The information in this table
shows how much the Named Executive Officers may eventually
realize in future dollars under two hypothetical situations: if
the price of the Companys common stock increases 5% or 10%
in value per year, compounded over the life of the options.
These amounts represent assumed rates of appreciation, and are
not intended to forecast future appreciation of the common stock.
Options Granted In Last Fiscal Year
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|
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|
|
|
Individual Grants | |
|
Potential Realizable | |
|
|
| |
|
Value at Assumed | |
|
|
|
|
% of Total | |
|
|
|
Annual Rate of Stock | |
|
|
|
|
Options | |
|
Exercise | |
|
|
|
Price Appreciation For | |
|
|
|
|
Granted to | |
|
or Base | |
|
|
|
Option Term ($) | |
|
|
Options | |
|
Employees in | |
|
Price | |
|
Expiration | |
|
| |
Name |
|
Granted | |
|
Fiscal Year(1) | |
|
($/sh) | |
|
Date | |
|
5% | |
|
10% | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Joseph K. Belanoff, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert L. Roe, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred Kurland
|
|
|
200,000 |
(2) |
|
|
34 |
% |
|
$ |
7.00 |
|
|
|
02/07/14 |
|
|
|
880,452 |
|
|
|
2,231,239 |
|
|
|
(1) |
The percentage of options is based upon an aggregate of 588,100
options granted during fiscal year 2004 to employees, including
the Named Executive Officers. |
|
(2) |
40,000 of the shares covered by this option vest in February
2005. The remaining 160,000 shares covered by this option
vest in equal monthly installments over four years starting in
March 2005. |
Aggregated Option Exercises and Option Values Table
None of the Companys executive officers exercised stock
options during fiscal 2004. The following table sets forth
certain information regarding the value of unexercised
in-the-money stock options held by the Named Executive Officers
as of December 31, 2004. The value of unexercised options
is considered to be the difference between the exercise price
and market price of the Companys common stock of
$6.25 per share on December 31, 2004.
Aggregated Option Exercises in Last Fiscal Year
And Fiscal Year-End Option Values
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|
|
|
|
|
Number of Unexercised | |
|
Value of Unexercised In-the- | |
|
|
Shares | |
|
|
|
Options at 12/31/04 | |
|
Money Options at 12/31/04(1) | |
|
|
Acquired on | |
|
Value | |
|
| |
|
| |
Name |
|
Exercise | |
|
Realized | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable ($) | |
|
Unexercisable ($) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Joseph K. Belanoff, M.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert L. Roe, M.D.
|
|
|
|
|
|
|
|
|
|
|
30,016 |
|
|
|
79,984 |
|
|
|
51,328 |
|
|
|
10,172 |
|
Fred Kurland
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
Based on the closing price of the Companys common stock of
$6.25 as reported on the Nasdaq National Market at
December 31, 2004, less the exercise price of the option,
multiplied by the number of shares underlying the option. |
10
Equity Compensation Plan Information
The following table provides information as of December 31,
2004 with respect to the shares of the Companys common
stock that may be issued under all of the Companys
existing equity compensation plans, including the 2004 Equity
Incentive Plan and the 2000 Stock Option Plan.
|
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|
|
|
|
|
|
|
|
|
|
|
(a) | |
|
(b) | |
|
(c) | |
|
|
|
|
|
|
Number of Securities | |
|
|
|
|
|
|
Remaining Available for | |
|
|
|
|
|
|
Future Issuance Under | |
|
|
Number of Securities to | |
|
Weighted Average | |
|
Equity Compensation Plans | |
|
|
Be Issued Upon Exercise | |
|
Exercise Price of | |
|
(Excluding Securities | |
Plan Category |
|
of Outstanding Options | |
|
Outstanding Options | |
|
Reflected in Column(a)) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by stockholders
|
|
|
1,140,735 |
|
|
$ |
6.84 |
|
|
|
2,564,400 |
(1) |
Equity compensation plans not approved by stockholders
|
|
|
|
|
|
|
n/a |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,140,735 |
|
|
$ |
6.84 |
|
|
|
2,564,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes a total of 2,564,400 shares of common stock
remaining available for future issuance under the Companys
2004 Equity Inventive Plan as of December 31, 2004. The
2004 Equity Incentive Plan contains an evergreen
provision that automatically increases on the first business day
of each fiscal year beginning January 1, the lesser of an
additional (i) 1,000,000 shares of the Companys
common stock, (ii) 2% of the outstanding shares of capital
stock on such date, or (iii) an amount determined by the
Board. None of the Companys other plans has an
evergreen provision. |
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
General Compensation Philosophy
The purpose of the Compensation Committee under a written
charter adopted by the Board of Directors is to assist the Board
in the discharge of its responsibilities relating to executive
and director compensation, and to oversee incentive,
equity-based and other compensatory plans in which executive
officers and key employees of the Company participate. The
current members of the Compensation Committee are
G. Leonard Baker, Jr., James A. Harper and Alix
Marduel, M.D. each of whom is a non-employee
director within the meaning of Section 16 of the
Securities and Exchange Act and an outside director
within the meaning of Section 162(m) of the Internal
Revenue Code. In performing its duties, the Compensation
Committee reviews reports and recommendations presented by
management, and from time to time considers information obtained
from outside firms or consultants to assist it in the review of
compensation levels, structure and design. The Compensation
Committee recommends the compensation of executive officers to
the Board of Directors for approval. The Companys
compensation policy for executive officers is to offer a total
compensation package that aligns compensation with business
objectives and performance and enables the Company to attract,
retain and reward executive officers, whose contributions are
necessary for the long-term success of the Company. Accordingly,
each executive officers compensation package consists of:
(i) base salary; (ii) cash bonus tied to specific
business achievements; and (iii) long-term stock-based
incentive awards.
Executive Compensation Base Salary
Salaries for executive officers were generally determined on an
individual basis at the time of hire and as part of each
executives annual performance review by evaluating each
executives scope of responsibility, prior experience,
salary history and the executives personal performance, as
well as the salaries for similar positions at comparable
companies. During fiscal 2004, the Compensation Committee
reviewed the base salaries for the executive officers by
evaluating the factors described above and considering the
recommendations of the Chief Executive Officer.
11
Cash Bonus
As part of its philosophy of offering a compensation package
that aligns compensation with business objectives and
performance, the Company maintains the ability to award, on an
ad hoc basis, cash bonuses to all employees including executive
officers based on the Company achieving specific milestones. As
a result of the Company achieving certain milestones in 2004,
cash bonuses were awarded.
Stock Options and Other Equity Compensation
The Compensation Committee believes that equity-based
compensation in the form of stock options aligns the interests
of executives with the long-term interests of the Companys
stockholders by encouraging executive officers to acquire a
proprietary interest in the Company. The Compensation Committee
further believes that the use of vesting periods encourages
retention of executive officers, and accordingly stock options
granted to executive officers generally vest over time. The
stock options are granted to executive officers on a
discretionary basis, at varying times and in varying amounts,
with an exercise price that is equal to the market price of the
Companys common stock at the time of grant. The size and
the timing of each grant are based on a number of factors,
including the Companys achievement of specific milestones,
the individuals level of responsibility, the amount,
exercise price and term of options already held by the
individual, the individuals contributions to the
achievement of the Companys financial and strategic
objectives, and industry practices and norms.
In accordance with this policy, during fiscal 2004 the existing
equity-based compensation of the executive officers was reviewed
and the Compensation Committee made one new grant of stock
options to the Chief Financial Officer upon his joining the
Company.
Chief Executive Officer Compensation
The base salary for Dr. Belanoff, the Companys Chief
Executive Officer, for 2004 was $341,582 and it was based on the
factors described above for all executive officers. During
fiscal 2004, Dr. Belanoff was awarded a cash bonus of
$34,158. His total compensation for 2004 was 10% higher than was
paid in 2003. The Committee believes that
Dr. Belanoffs base salary is currently in the
mid-range of salaries for chief executive officers of other
public technology-based companies of similar size and in the
same geographic region as the Company. In 2004,
Dr. Belanoff provided strong leadership to the Company in
its achievement of strategic and financial objectives.
Dr. Belanoffs bonus for 2004 reflects his important
contributions to the Companys success in 2004, including a
successful initial public offering, two Special Protocol
Assessment agreements with the U.S. Food and Drug
Administration (FDA) regarding the Companys
Phase 3 clinical trials, the commencement of two
Phase 3 trials, the discovery of three families of
compounds of selective GR-II antagonists for which composition
of matter patents have been sought, and management and staff
increases necessary to enable transition to the next level of
clinical and product development.
For fiscal 2005, the independent directors will continue to
evaluate Dr. Belanoffs compensation consistent with
the factors described above for all executive officers.
Effect of Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code limits to
$1,000,000 per person the amount that the Company may
deduct in any taxable year for compensation paid to the Chief
Executive Officer and any of the four other most highly
compensated officers. Under the Treasury Regulations
corresponding to Section 162(m) of the Internal Revenue
Code, compensation received through the exercise of an option
will not be subject to the $1,000,000 limit if it qualifies as
qualified performance-based compensation within the
meaning of Section 162(m). The Companys 2000 Equity
Incentive Plan and the 2004 Equity Incentive Plan were approved
by the Companys stockholders in order for stock options
with an exercise price equal to the fair market value of the
option shares on the grant date granted under such plans to meet
the Section 162(m) requirements for qualified
performance-based compensation and therefore be exempted
from the limitation on deductibility. The Compensation Committee
believes that the best interests of the Company and its
stockholders will be served if the Companys stock-based
long-term incentives qualify as qualified perform-
12
ance-based compensation. It is the Compensation
Committees intention that, so long as it is consistent
with the Companys overall compensation objectives,
virtually all executive compensation will be deductible by the
Company for federal income tax purposes.
REPORT OF THE AUDIT COMMITTEE
Under the guidance of a written charter adopted by the Board of
Directors and enclosed with this proxy statement as
Appendix A, the purpose of the Audit Committee is to
oversee the accounting and financial reporting processes of the
Company and audits of its financial statements on behalf of the
Board. The responsibilities of the Audit Committee include
appointing and providing for the compensation of the
Companys independent registered public accounting firm.
Each of the members of the Audit Committee meets the
independence requirements of NASDAQ.
Management has primary responsibility for the system of internal
controls and the financial statements and reporting process. The
independent registered public accounting firm has the
responsibility to express an opinion on the financial statements
based on an audit conducted in accordance with generally
accepted auditing standards.
In this context and in connection with the audited financial
statements contained in the Companys Annual Report on
Form 10-K, the Audit Committee:
|
|
|
|
|
reviewed and discussed with the Companys management and
the independent registered public accounting firm the audited
financial statements as of and for the fiscal year ended
December 31, 2004 including the quality, not just the
acceptability, of the accounting principles, the reasonableness
of significant judgments, and the clarity of disclosures. |
|
|
|
discussed with Ernst & Young LLP, the Companys
independent registered public accounting firm, the matters
required to be discussed by Statement of Auditing Standards
No. 61, Communication with Audit Committees, as amended by
Statement of Auditing Standards No. 90, Audit Committee
Communications; |
|
|
|
discussed with the Companys independent auditors the
overall scope and plans for their respective audits and, with
and without management present, discussed the results of their
examinations, their evaluations of the Companys internal
controls, and the overall quality of the Companys
financial reporting; |
|
|
|
reviewed the written disclosures and the letter from
Ernst & Young LLP required by the Independence
Standards Board Standard No. 1, Independence Discussions
with Audit Committees, discussed with Ernst & Young LLP
their independence, and concluded that the non-audit services
performed by Ernst & Young LLP are compatible with
maintaining their independence; |
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in reliance on the foregoing reviews and discussions,
recommended to the Board of Directors that the audited financial
statements be included in the Companys 2004 Annual Report
on Form 10-K for the fiscal year ended December 31,
2004 filed with the SEC; and |
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instructed Ernst & Young LLP that the Audit Committee
expects to be advised if there are any subjects that require
special attention. |
Principal Accountant Fees and Services
The Audit Committee has appointed Ernst & Young, LLP as
the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2005
13
The following table shows the fees paid or accrued by the
Company for the audit and other services provided by
Ernst & Young LLP for fiscal 2004 and 2003.
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2004 | |
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2003 | |
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| |
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Audit
Fees(1)
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$ |
141,000 |
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$ |
52,000 |
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Audit-Related
Fees(2)
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0 |
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0 |
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Tax Fees
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0 |
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0 |
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All other
Fees(3)
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217,000 |
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0 |
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Total
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$ |
358,000 |
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$ |
52,000 |
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The Audit Committee has delegated to the Chair of the Audit
Committee the authority to pre-approve audit-related and
non-audit services not prohibited by law to be performed by the
Companys independent registered public accounting firm and
associated fees, provided that the Chair shall report any
decision to pre-approve such audit-related or non-audit services
and fees to the full Audit Committee at its next regular meeting.
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(1) |
Audit fees represent fees for professional services provided in
connection with the audit of the Companys financial
statements and review of the Companys quarterly financial
statement and audit services provided in connection with other
statutory or regulatory filings. |
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(2) |
Audit-related fees consisted primarily of accounting
consultations. |
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(3) |
All other fees include those related to the filing of
Registration Statements on Form S-1 ($211,000) and
Form S-8 ($6,000) with the SEC. |
14
PERFORMANCE GRAPH
The rules of the SEC require that the Company include in this
Proxy Statement a line-graph presentation comparing cumulative
stockholder returns on the Companys common stock with the
NASDAQ Composite Index (which tracks the aggregate price
performance of equity securities of companies traded on NASDAQ)
and either a published industry or line-of-business standard
index or an index of peer companies selected by the Company. The
Company has elected to use the NASDAQ Biotechnology Index
(consisting of a group of approximately 130 companies in
the biotechnology sector, including the Company) for purposes of
the performance comparison that appears below.
The graph shows the cumulative total stockholder return assuming
the investment of $100.00 and the reinvestment of dividends and
is based on the returns of the component companies weighted
according to their market capitalizations as of the end of the
period for which returns are indicated. No dividends have been
declared on the Companys common stock.
The stockholder return shown on the graph below is not
necessarily indicative of future performance, and the Company
does not make or endorse any predictions as to future
stockholder returns.
COMPARISON OF 8 MONTH CUMULATIVE TOTAL RETURN*
AMONG CONCEPT THERAPEUTICS, INC., THE NASDAQ STOCK MARKET
(U.S.) INDEX AND THE NASDAQ BIOTECHNOLOGY INDEX
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* |
$100 invested on 4/14/04 in stock or on 3/31/04
index including reinvestment of dividends. Fiscal
year ending December 31. |
PROPOSAL 1 ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will vote on the
election of nine directors, each to serve for a one-year term
until the annual meeting of stockholders in 2006 and until their
successors are elected and qualified. The independent members of
the Board of Directors have selected, and the Board of Directors
has unanimously nominated, G. Leonard Baker, Jr., Joseph K.
Belanoff, M.D., Joseph C. Cook, Jr., James A. Harper,
David L. Mahoney, Alix Marduel, M.D., Alan F.
Schatzberg, M.D., David B. Singer and James N. Wilson for
election to the Board of Directors. The nominees have indicated
that they are willing and able to
15
serve as directors. If any of the nominees 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 of Directors. The proxies being solicited will be voted
for the nominees at the Annual Meeting. Directors will be
elected by a plurality of the votes cast, in person or by proxy,
at the Annual Meeting, assuming a quorum is present.
Stockholders do not have cumulative voting rights in the
election of directors.
The Board of Directors recommends a vote for the
election of the nominees as listed above.
Unless otherwise instructed, it is the intention of the persons
named in the accompanying proxy card to vote shares represented
by properly executed proxy cards for the election of the
nominees as listed above.
PROPOSAL 2 RATIFICATION OF INDEPENDENT
REGISTERED
PUBLIC ACCOUNTING FIRM
At the Annual Meeting, the stockholders will be asked to ratify
the appointment of Ernst & Young, LLP as the
Companys independent registered public accounting firm for
the fiscal year ending December 31, 2005. Representatives
of Ernst & Young, LLP are expected to be present at the
Annual Meeting and will have the opportunity to make statements
if they desire to do so. Such representatives are also expected
to be available to respond to appropriate questions.
The Board of Directors recommends a vote for the
ratification of the appointment of Ernst & Young, LLP
as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2005.
OTHER MATTERS
As of the time of preparation of this Proxy Statement, neither
the Board of Directors nor management intends to bring before
the meeting any business other than the matters referred to in
the Notice of Annual Meeting and this Proxy Statement. If any
other business should properly come before the meeting, or any
adjournment thereof, the persons named in the proxy will vote on
such matters according to their best judgment.
STOCKHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING
The Companys Bylaws provide that advance notice of a
stockholders proposal must be delivered to the Secretary
of the Company at the Companys principal executive offices
not earlier than one hundred fifty (150) days, and not
later than one hundred twenty (120) days, prior to the
anniversary of the mailing date of the proxy materials for the
previous years annual meeting. However, the Bylaws also
provide that in the event that no annual meeting was held in the
previous year or the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from
the date contemplated at the time of the previous years
proxy statement, this advance notice must be received not
earlier than the 150th day prior to such annual meeting and not
later than the 10th day following the day on which public
announcement of the date of such meeting is first made. Each
stockholders notice must contain the following information
as to each matter the stockholder proposes to bring before the
annual meeting: (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director
all information relating to such person that is required to be
disclosed pursuant to Regulation 14A under the Exchange Act
(including such persons written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected) and appropriate biographical information and a
statement as to the qualification of the nominee; (b) as to
any other business that the stockholder proposes to bring before
the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made; and (c) as to the
stockholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the
16
Companys books, and of such beneficial owner and
(ii) the number of shares of the Companys common
stock which are owned beneficially and of record by such
stockholder and such beneficial owner.
A copy of the full text of the provisions of the Companys
Bylaws dealing with stockholder nominations and proposals is
available to stockholders from the Secretary of the Company upon
written request.
Under the rules of the SEC, stockholders who wish to submit
proposals for inclusion in the Proxy Statement of the Board of
Directors for the 2006 Annual Meeting of Stockholders must
submit such proposals so as to be received by the Company at 275
Middlefield Road, Suite A, Menlo Park, California 94025, on
or before January 4, 2006. In addition, if the Company is
not notified by January 4, 2006 of a proposal to be brought
before the 2006 Annual Meeting by a stockholder, then proxies
held by management may provide the discretion to vote against
such proposal even though it is not discussed in the proxy
statement for such meeting
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By Order of the Board of Directors |
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Robert L. Roe, M.D. |
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President and Secretary |
Menlo Park, CA
May 2, 2005
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
COMPLETE, SIGN, DATE AND MAIL 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.
17
Appendix A
AUDIT COMMITTEE CHARTER
Adopted by the Board of Directors of Corcept Therapeutics
Incorporated
Purpose
The purpose of the Audit Committee (the Committee)
of the board of directors (the Board) of Corcept
Therapeutics Incorporated (the Company) is to
oversee the accounting and financial reporting processes of the
Company and audits of its financial statements. The Committee is
not responsible, however, for planning or conducting audits, or
determining whether the Companys financial statements are
complete and accurate or in accordance with generally accepted
accounting principles.
Composition
The Committee shall be composed of three or more directors, as
determined by the Board, each of whom shall be
independent, as that term is defined in
Section 10A(m) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and the Rules and
Regulations (the Regulations) of the Securities and
Exchange Commission (the Commission) under the
Exchange Act, and shall meet the independence and financial
literacy requirements of Nasdaq. At least one member of the
Committee shall be an audit committee financial
expert, as that term is defined in the Regulations, and
shall have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other
comparable experience or background which results in the
individuals financial sophistication, including being or
having been a chief executive officer, chief financial officer
or other senior officer with financial oversight
responsibilities.
Responsibilities
The Committee is charged by the Board with the responsibility to:
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1. Appoint and provide for the compensation of a
registered public accounting firm (as that term is
defined in Section 2(a) of the Sarbanes-Oxley Act of 2002)
to serve as the Companys independent auditor, oversee the
work of the independent auditor (including resolution of any
disagreements between management and the independent auditor
regarding financial reporting), evaluate the performance of the
independent auditor and, if so determined by the Committee,
replace the independent auditor; it being acknowledged that the
independent auditor is ultimately accountable to the Board and
the Committee, as representatives of the stockholders. |
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2. Ensure the receipt of, and evaluate the written
disclosures and the letter that the independent auditor submits
to the Committee regarding the auditors independence in
accordance with Independence Standards Board Standard
No. 1, discuss such reports with the auditor, oversee the
independence of the independent auditor and, if so determined by
the Committee in response to such reports, take appropriate
action to address issues raised by such evaluation. |
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3. Discuss with the independent auditor the matters
required to be discussed by SAS 61, as it may be modified or
supplemented. |
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4. Instruct the independent auditor and the internal
auditor, if any, to advise the Committee if there are any
subjects that require special attention. |
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5. Instruct the independent auditor to report to the
Committee on all critical accounting policies of the Company,
all alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management, ramifications of the use of such
alternative disclosures and treatments and the treatment
preferred by the auditors, and other material written
communication between the auditors and management. |
A-1
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6. Meet with management and the independent auditor to
discuss the annual financial statements and the report of the
independent auditor thereon, and to discuss significant issues
encountered in the course of the audit work, including:
restrictions on the scope of activities; access to required
information; the adequacy of internal financial controls; the
adequacy of the disclosure of off-balance sheet transactions,
arrangements, obligations and relationships in reports filed
with the Commission; and the appropriateness of the presentation
of any non-GAAP financial measures (as defined in the
Regulations) included in any report filed with the Commission or
in any public disclosure or release. |
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7. Review the management letter delivered by the
independent auditor in connection with the audit. |
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8. Following such review and discussions, if so determined
by the Committee, recommend to the Board that the annual
financial statements be included in the Companys annual
report. |
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9. Meet quarterly with management and the independent
auditor to discuss the quarterly financial statements prior to
the filing of the Form 10-Q; provided that this
responsibility may be delegated to the chairman of the Committee
or a member of the Committee who is a financial expert. |
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10. Meet at least once each year in separate executive
sessions with management, the internal auditor, if any, and the
independent auditor to discuss matters that any of them or the
Committee believes could significantly affect the financial
statements and should be discussed privately. |
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11. Review significant changes to the Companys
accounting principles and practices proposed by the independent
auditor, the internal auditor, if any, or management. |
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12. Review the scope and results of internal audits, if any. |
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13. Evaluate the performance of the internal auditor, if
any, and, if so determined by the Committee, recommend
replacement of the internal auditor. |
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14. Conduct or authorize such inquiries into matters within
the Committees scope of responsibility as the Committee
deems appropriate. |
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15. Provide minutes of Committee meetings to the Board, and
report to the Board on any significant matters arising from the
Committees work. |
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16. At least annually, review and reassess this Charter
and, if appropriate, recommend changes to the Board. |
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17. Prepare the Committee report required by the
Regulations to be included in the Companys annual proxy
statement. |
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18. Establish a procedure for receipt, retention and
treatment of any complaints received by the Company about its
accounting, internal accounting controls or auditing matters and
for the confidential and anonymous submission by employees of
concerns regarding questionable accounting or auditing matters. |
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19. Approve, in accordance with Sections 10A(h) and
(i) of the Exchange Act and the Regulations, all
professional services, to be provided to the Company by its
independent auditor, provided that the Committee shall not
approve any non-audit services proscribed by Section 10A(g)
of the Exchange Act in the absence of an applicable exemption.
The Committee may adopt policies and procedures for the approval
of such services which may include delegation of authority to a
designated member or members of the Committee to approve such
services so long as any such approvals are disclosed to the full
Committee at its next scheduled meeting. |
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20. Review and approve all related party transactions. |
A-2
Authority
By adopting this Charter, the Board delegates to the Committee
full authority in its discretion to:
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1. Perform each of the responsibilities of the Committee
described above. |
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2. Appoint a chair of the Committee, unless a chair is
designated by the Board. |
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3. Engage independent counsel and other advisers as the
Committee determines necessary to carry out its responsibilities. |
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4. Cause the officers of the corporation to provide such
funding as the Committee shall determine to be appropriate for
payment of compensation to the Companys independent
auditor and any legal counsel or other advisers engaged by the
Committee, and payment of ordinary administrative expenses of
the audit committee that are necessary or appropriate in
carrying out its duties. |
A-3
6 FOLD AND DETACH HERE AND READ THE REVERSE SIDE 6
PROXY
CORCEPT THERAPEUTICS INCORPORATED
Proxy solicited by the Board of Directors for Annual Meeting of Stockholders
to be Held June 14, 2005.
The undersigned hereby appoints Joseph K. Belanoff, M.D., Robert L. Roe, M.D. and Fred Kurland or
any one of them with full power of substitution, proxies to vote at the Annual Meeting of
Stockholders of Corcept Therapeutics (the Company) to be held on June 14, 2005 at 11:00 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.
6 FOLD AND DETACH HERE AND READ THE REVERSE SIDE 6
1. |
To elect nine directors, to hold office until the 2006 Annual Meeting
of Stockholders and until their successors are elected and qualified,
the nominees listed below: |
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01 G. Leanard Baker, Jr.
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06 Alix Marduel, M.D. |
02 Joseph K. Belanoff, M.D.
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07 Alan F. Schatzberg, M.D. |
03 Joseph C. Cook, Jr.
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08 David B. Singer |
04 James A. Harper
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09 James N. Wilson |
05 David L. Mahoney |
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FOR
All nominees
listed (except
as indicated
below)
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WITHHOLD
AUTHORITY
to vote (as to
all nominees) |
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FOR |
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AGAINST |
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ABSTAIN |
2.
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To ratify the appointment of Ernst & Young LLP as the
Companys independent registered public accounting
firm for the fiscal year ending December 31, 2005.
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o
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o
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o |
To withhold authority to vote for any individual nominee, write the nominees name on the line provided below.
The Board recommends that you vote FOR the above proposals.
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 ABOVE PROPOSALS. 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.
COMPANY ID:
PROXY NUMBER:
ACCOUNT NUMBER:
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Signature(s) of Stockholder(s)
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Date: May
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, 2005. |
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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.