David L. Mahoney
CORCEPT THERAPEUTICSAbout David L. Mahoney
Independent director at Corcept Therapeutics since July 2004; age 70 (as of April 17, 2025). Former co-CEO of McKesson HBOC (1999–2001) and CEO of iMcKesson; earlier Principal at McKinsey & Company. Education: B.A., Princeton University; M.B.A., Harvard University. Brings expertise in pharmaceutical distribution, fiscal management, and healthcare/technology operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson HBOC, Inc. | Co-Chief Executive Officer | 1999–2001 | Led post-merger healthcare supply management and IT operations |
| iMcKesson LLC | Chief Executive Officer | 1999–2001 | Oversaw healthcare management/connectivity business |
| McKesson Corporation | Vice President, Strategic Planning | Joined 1990 | Corporate strategy leadership |
| McKinsey & Company | Principal | 1981–1990 | Management consulting across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adamas Pharmaceuticals (public) | Director; Chairman; Chair, Compensation Committee; Member, Nominating & Governance Committee | 2011–Nov 2021 | Public company board leadership |
| Symantec (public) | Director; Member, Audit Committee | Director 2003–Dec 2019; Audit 2003–2011 | Large-cap governance and audit oversight |
| San Francisco Museum of Modern Art | Director | Current | Non-profit governance |
| Schwab/Laudus Family of Funds | Trustee | Current | Registered investment company oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Mahoney is independent under Nasdaq rules |
| Committee assignments | Chair, Compensation Committee; Member, Audit Committee |
| Financial expertise | Identified as an “audit committee financial expert” under Item 407(d)(5) |
| Board meetings (2024) | Board met 4x; Audit 5x; Compensation 1x; independent directors held 4 executive sessions |
| Attendance | Each director attended ≥75% of Board/committee meetings during service in 2024 |
| Board leadership structure | Independent Chairman (James N. Wilson); CEO and Chair roles separated |
| Years of service on CORT board | Director since July 2004 |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer (2024) | $50,000 | Standard for non-employee directors |
| Audit Committee member fee (2024) | $12,500 | Member fee |
| Compensation Committee chair fee (2024) | $20,000 | Chair fee |
| Total cash fees paid to Mahoney (2024) | $82,500 | Sum matches disclosed individual cash fees |
Performance Compensation (Director Equity)
| Grant | Instrument | Shares/Options | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| 2024 annual grant (continuing directors) | Stock options | 30,000 | 12 equal monthly installments over 1 year | $516,410 (Mahoney) |
| Outstanding director options (12/31/2024) | Stock options | 270,000 | Not specified by tranche; total outstanding count disclosed | n/a |
Directors at CORT receive time-vested equity (no performance metrics); continuing directors were granted 30,000 options in 2024, vesting monthly over 12 months .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None disclosed for Mahoney in 2025 proxy |
| Prior public boards | Adamas Pharmaceuticals (Chair; Comp Chair); Symantec (Director; Audit Committee) |
| Compensation Committee interlocks (2024) | None; no interlocking relationships disclosed |
Expertise & Qualifications
- Pharmaceutical distribution and healthcare/technology operations; fiscal management
- Audit committee financial expert designation
- Education: B.A. (Princeton), M.B.A. (Harvard)
Equity Ownership
| Holder/Instrument | Shares | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Mahoney) | 1,528,761 | 1.5% | As of April 17, 2025 |
| Included: Family Trust | 1,212,614 | — | David L. Mahoney & Winnifred C. Ellis 1998 Family Trust |
| Included: Black Dog Private Foundation | 46,147 | — | Foundation holdings |
| Included: Options exercisable within 60 days | 270,000 | — | Counted in beneficial ownership per SEC rules |
| Hedging/Pledging | Prohibited | — | Company policy bans hedging and pledging by directors/officers |
Insider Trades and Section 16 Compliance
| Year | Note |
|---|---|
| 2024 | Company reports Section 16(a) compliance for directors/officers except two late filings for other individuals; no exceptions noted for Mahoney |
Related Party / Conflicts
- No related party transactions requiring disclosure since January 1, 2024 (other than standard director/executive compensation) .
- Audit Committee reviews/approves any related-party transactions under Item 404 policies .
Compensation Structure (Board-wide context)
| Element | 2024 Practice |
|---|---|
| Annual cash retainer | $50,000 for non-employee directors |
| Committee fees | Audit: Chair $25,000; Member $12,500. Compensation: Chair $20,000; Member $10,000. Governance: Chair $12,000; Member $6,000 |
| Equity (continuing directors) | 30,000 options at each annual meeting; 12-month monthly vesting |
| Director comp limits | $1.5M per continuing director; $2.0M for newly appointed director (first year), cash + equity (effective April 2024) |
Board Effectiveness Signals
- Strong independence profile; Mahoney is independent and serves as Comp Chair and Audit member (with “financial expert” credential), supporting robust oversight of pay and financial reporting .
- Attendance met ≥75% threshold; independent directors held 4 executive sessions in 2024—healthy cadence for independent oversight .
- Say-on-pay support was high (98% approval in 2024), indicating broad shareholder alignment with pay policies overseen by the Compensation Committee chaired by Mahoney .
- No related-party transactions and a strict prohibition on hedging/pledging reduce conflict risk and enhance alignment .
Governance Assessment
- Strengths: Independent director with deep operating and governance experience; audit financial expert; chairs Compensation Committee; clean related-party profile; anti-hedging/pledging policy; high say-on-pay support .
- Considerations: Long tenure (since 2004) can raise independence-perception questions at some institutions; offset by continued independence designation and active committee leadership .
- Alignment: Material skin-in-the-game (1.5% beneficial ownership, including exercisable options) plus ongoing time-vested equity grants support shareholder alignment .
No RED FLAGS identified in 2024–2025 filings for Mahoney: no related-party transactions, no Section 16 compliance issues, no hedging/pledging, and compensation practices appear standard for CORT’s board structure .