G. Leonard Baker, Jr.
CORCEPT THERAPEUTICSAbout G. Leonard Baker, Jr.
Independent director since 1999; age 82 as of April 17, 2025. Venture capitalist with nearly five decades at Sutter Hill Ventures, serving as Managing Director from 1973 to December 2020. Education: B.A. Yale University; M.B.A. Stanford University. Brings expertise in finance, strategic transactions and business operations to Corcept’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sutter Hill Ventures | Managing Director | 1973 – Dec 2020 | Led venture investments; finance and strategic transactions expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various private companies & non-profits | Director | Current (not specified) | Board service; details not disclosed |
Board Governance
- Current committee assignments: Compensation Committee (member); Corporate Governance & Nominating Committee (member) .
- Committee independence: All members of both committees (including Baker) determined independent under Nasdaq rules .
- Committee chairs: Compensation Committee chaired by David L. Mahoney; Corporate Governance & Nominating chaired by Kimberly Park .
- Board independence: Eight of nine directors independent; Baker listed as independent .
- Meetings and attendance: Board met 4 times in 2024; Audit 5 times; Compensation 1 time; Corporate Governance & Nominating 4 times; each director attended ≥75% of meetings of the Board and committees on which they served; independent directors held 4 executive sessions in 2024 .
- Compensation Committee interlocks: None disclosed for 2024 (no insider participation/interlocks) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | $50,000 | Non-employee director cash fee effective Jan 1, 2024 |
| Compensation Committee member fee | $10,000 | Member fee (chair $20,000; member $10,000) |
| Corporate Governance & Nominating Committee member fee | $6,000 | Member fee (chair $12,000; member $6,000) |
| Cash fees total (reported) | $66,000 | Reported for Baker in 2024 director comp table |
Additional board compensation limits approved April 2024: $1,500,000 cap per continuing director; $2,000,000 cap for newly appointed director (cash + equity) .
Performance Compensation
| Equity Component (2024) | Grant size (# shares) | Grant date fair value ($) | Vesting | Outstanding options (as of 12/31/24) |
|---|---|---|---|---|
| Annual option grant | 30,000 | $516,410 | 12 equal monthly installments from annual meeting date, subject to continued service | 240,000 options outstanding as of 12/31/24 |
No performance metrics or targets apply to director equity awards; director options are time-vested monthly over one year .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| Various private companies & non-profits | Private | Director | No current public company directorships disclosed |
| Compensation Committee Interlocks | — | — | None disclosed for 2024 |
Expertise & Qualifications
- Venture capital leadership (Sutter Hill Ventures Managing Director, 1973–2020) .
- Finance, strategic transactions, and operations expertise .
- Education: B.A. Yale; M.B.A. Stanford .
Equity Ownership
| Holder/Vehicle | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 5,550,196 shares; 5.3% of outstanding | Based on 106,044,683 shares outstanding at record date |
| The Baker Revocable Trust | 955,262 | Baker is trustee |
| Roth IRA (for benefit of Baker) | 1,046,631 | |
| Saunders Holdings, L.P. | 3,308,303 | Baker is trustee of a trust that is the GP |
| Options exercisable within 60 days | 240,000 | Included in beneficial ownership |
| Hedging/pledging | Prohibited for directors and officers under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Active participation across two key committees (Compensation; Corporate Governance & Nominating); committees are fully independent; attendance thresholds met; regular executive sessions enhance independent oversight .
- Alignment: Significant beneficial ownership (5.3%) plus director options ties personal outcomes to shareholder value; company prohibits hedging and pledging, strengthening alignment .
- Compensation structure: Director pay mixes modest cash fees with time-vested options; no performance-conditional metrics for directors—common for small/mid-cap biotech, but investors may prefer clearer long-term holding guidelines (none disclosed) .
- Conflicts/related parties: No related-party transactions requiring disclosure since Jan 1, 2024; indemnification agreements standard for directors; Audit Committee reviews/approves related-party matters .
- Shareholder signals: 2024 say-on-pay approval for NEOs received strong support (98%), indicating broad investor confidence in compensation oversight; although NEO-focused, it reflects overall governance sentiment .
RED FLAGS/Cautionary notes
- Concentrated ownership: Baker’s 5.3% stake implies influence; while aligning interests, investors may monitor for any potential control dynamics—no conflicts disclosed, but continued scrutiny warranted .
- Lack of disclosed director stock ownership guidelines: No explicit director ownership guidelines or compliance status disclosed, which some investors view as a governance best practice gap .