Not independent
Tenure on this board
27.4 yrs
8 nominees · 4 ballot items.
Election of eight directors; ratification of Ernst & Young LLP as independent auditor; non-binding advisory approval of named executive officer compensation; and approval of an amendment to the 2024 Incentive Award Plan to add shares and clarify share-recycling rules.
Elect eight directors to serve until the 2027 annual meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This proposal asks stockholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement. Management frames the vote as a validation of its executive compensation program, which relies heavily on long-term equity incentives (stock options) that vest over multi-year periods, supplemented by performance-based cash bonuses and modest restricted stock awards, designed to align executive pay with long-term shareholder value. The Compensation Committee highlights 2025 corporate achievements—revenue growth, clinical trial progress, regulatory filings and approvals, and advances in development programs—as the basis for the bonuses and equity grants awarded. Because the vote is advisory, it does not change pay arrangements directly but is intended to inform the Compensation Committee and the Board when setting future pay policies; management states it will carefully consider the results. Key governance context includes prior strong shareholder support (94% approval in 2025) and the company’s explicit policy to hold annual advisory votes on executive compensation. The principal investor governance considerations are whether the compensation mix appropriately balances short-term payouts with long-term equity that vests over time, whether performance metrics are sufficiently rigorous and transparent, and whether pay outcomes are commensurate with peer performance and company pay-for-performance metrics disclosed in the proxy. For an activist or institutional investor, critical evaluation should focus on the size and timing of recent option grants (noting grants made one business day prior to an SEC Form 8‑K disclosure), the company’s burn and dilution metrics, and severance/change-in-control provisions that accelerate vesting. The Board recommends a vote FOR, arguing the program has supported recruitment and retention and delivered results in 2025; shareholders should weigh that recommendation against independent assessment of long-term alignment and dilution impact.
Approve an amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan to increase the number of shares available for issuance and clarify that shares subject to stock-settled SARs not issued upon settlement will not be added back to the share reserve.
This proposal seeks shareholder approval to amend the company’s 2024 Incentive Award Plan by adding 8.0 million newly requested shares to the plan reserve and clarifying share-recycling rules for stock-settled SARs so that SARs not settled via issuance of shares are not added back into the reserve. Management argues the increase is necessary to maintain competitive equity grant capacity through 2028, to recruit and retain employees, and to avoid annual administrative and legal costs of repeatedly amending or replacing the plan. The Compensation Committee presents historical burn-rate data and dilution metrics showing that the company’s past usage has been moderate relative to peers, and it highlights governance protections in the amended plan (no liberal share recycling, no evergreen provision, prohibition on repricing without shareholder approval, and minimum exercise price at fair market value). Analytical considerations include the requested 8.0 million shares relative to current outstanding options, restricted stock and available reserve (noting ~25.8 million options outstanding and ~3.9 million shares currently available), and multiple dilution metrics the company discloses (basic and full dilution, adjusted measures accounting for net share settlements). Investors should weigh the operational need to grant equity to a clinical-biotech workforce against potential shareholder dilution, and whether management’s anti-repricing and no-evergreen safeguards are sufficient. The proposal also ties into compensation alignment (many awards are granted to executives) and long-tenured in‑the‑money options that materially affect dilution metrics; sophisticated investors should scrutinize the plan language in Appendix A, the company’s historical use of net settlement, and potential future dilution under different grant scenarios before deciding whether to support the amendment. The Board recommends a FOR vote emphasizing that the amendment is reasonable and necessary to support the company’s strategic hiring and retention needs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.03% | 8,617,310 | $347M |
| 2 | INGALLS SNYDER LLC | 7.09% | 7,608,716 | $307M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 5.29% | 5,682,783 | $229M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.49% | 4,820,568 | $194M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.80% | 4,077,196 | $164M |
| 6 | Parallel Advisors, LLC | 3.71% | 3,977,404 | $160M |
| 7 | STATE STREET CORP | 2.98% | 3,200,946 | $129M |
| 8 | FMR LLC | 2.49% | 2,670,274 | $108M |
| 9 | BlackRock, Inc. | 2.36% | 2,535,832 | $102M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.30% | 2,469,805 | $100M |
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