James N. Wilson
CORCEPT THERAPEUTICSAbout James N. Wilson
James N. Wilson is 81 and has served as a director and Chairman of Corcept’s Board since 1999; the Board has determined he is independent under Nasdaq rules. He holds a B.A. and an MBA from the University of Arizona and brings deep biotech leadership experience, including prior CEO and COO roles and multiple director roles at life sciences companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corcept Therapeutics | Chairman of the Board; Director | 1999–present | Independent; provides guidance to CEO; sets agendas; presides over Board meetings |
| NuGEN Technologies, Inc. | Director | 2005–2018 | Governance oversight at a genomics systems provider |
| Amylin Pharmaceuticals, Inc. (public) | Lead Independent Director | 2002–2009 | Independent oversight at a publicly traded biopharma company |
| Amira Medical, Inc. | Chairman of the Board | 1996–2001 | Led board until acquisition by Hoffmann-La Roche A.G. |
| Syntex Corporation | Chief Operating Officer | 1991–1994 | Senior operating leadership; company acquired by Roche Holding |
| Neurex Corporation | Chairman & CEO | 1989–1990 | Senior leadership; company acquired by Elan Corporation plc |
| LifeScan, Inc. | Chief Executive Officer | 1982–1988 | CEO; company acquired by Johnson & Johnson Company |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Amylin Pharmaceuticals, Inc. (public) | Lead Independent Director | Historical public company board service (2002–2009) |
| NuGEN Technologies, Inc. | Director | Private company board service (2005–2018) |
| Amira Medical, Neurex, Syntex, LifeScan | Senior executive roles | Historical operating leadership roles in healthcare/life sciences |
Board Governance
- Committees: Member, Corporate Governance & Nominating Committee; not listed on Audit or Compensation committees .
- Independence: Board affirmed independence in Feb 2025; Wilson listed among independent directors; CEO is not independent .
- Meetings/Attendance: Board met 4x in 2024; Audit Committee 5x; Compensation Committee 1x; independent directors held 4 executive sessions; each director attended ≥75% of applicable meetings; seven directors attended the prior annual meeting .
- Board leadership: Roles of Chairman and CEO are separated; Wilson is an independent, non-employee Chairman and presides over the full Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash fees paid to Wilson | $126,000 | Includes Chairman cash retainer ($120,000) + CG&N Committee member fee ($6,000); 2024 cash fee included an overpayment of $3,093 (offset against 2025) . |
| 2024 Director fee schedule (non-employee directors) | $50,000 | Base annual fee, effective Jan 1, 2024 . |
| Audit Committee fees | Chair $25,000; Member $12,500 | Annual committee fees . |
| Compensation Committee fees | Chair $20,000; Member $10,000 | Annual committee fees . |
| Corporate Governance & Nominating Committee fees | Chair $12,000; Member $6,000 | Annual committee fees . |
| Chairman of the Board cash retainer | $120,000 | Annual retainer for Board Chair . |
| Annual director compensation limits (effective Apr 2024) | $1,500,000 (continuing); $2,000,000 (new director in first year) | Combined cash + equity caps . |
Performance Compensation
| Equity Award (2024) | Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director option (Wilson) | 30,000 | Included in total | 12 equal monthly installments over 1 year | Standard continuing director grant . |
| Additional Chairman option (Wilson) | 50,000 | Included in total | 12 equal monthly installments over 1 year | For service as Chairman . |
| Total options granted to Wilson in 2024 | 80,000 | $1,377,093 | 12 equal monthly installments over 1 year | Grant-date fair value per FASB ASC 718; time-based vesting only . |
Performance metrics: Director equity awards are time-based (monthly vesting) with no performance conditions disclosed for Wilson’s 2024 grants .
Change-in-control provisions (director-specific)
| Provision | Terms |
|---|---|
| Severance & Change in Control Agreement (Wilson) | If employment or Board service is involuntarily terminated without cause or for good reason within 18 months following a change in control (double-trigger), all outstanding equity awards become fully vested; requires signing and non-revocation of a separation and release within 60 days . |
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Notes |
|---|---|---|---|
| Amylin Pharmaceuticals, Inc. (public) | Lead Independent Director | 2002–2009 | Public biopharma board experience . |
| NuGEN Technologies, Inc. | Director | 2005–2018 | Genomics tools; private . |
| Amira Medical, Neurex, LifeScan, Syntex | Senior executive roles | 1982–1994+ | Multiple acquisitions by Roche, Elan, J&J; relevant industry networks . |
Expertise & Qualifications
- Biotech operator/board leader with prior CEO, COO and chairman roles; extensive M&A and scaling experience via companies later acquired by Roche, Elan, and Johnson & Johnson .
- Financial and governance experience as a lead independent director at a public biopharma (Amylin) .
- Education: B.A. and M.B.A., University of Arizona .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,016,235 | As of April 17, 2025 . |
| Beneficial ownership (%) | 2.9% | Based on 106,044,683 shares outstanding . |
| Ownership breakdown | 1,445,168 shares (Wilson & spouse trust); 901,067 shares (Wilson family partnership); 670,000 shares via options exercisable within 60 days | Voting power over trust and family partners via voting agreements; exercisable within 60 days . |
| Outstanding options (12/31/2024) | 920,000 | Non-employee director outstanding options count . |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits hedging and pledging company securities by directors/officers . |
Governance Assessment
- Independence and leadership: Wilson is an independent, non-employee Chairman; Board affirmed his independence in Feb 2025; separation of CEO/Chair roles supports oversight .
- Engagement: Board and committees met regularly in 2024; independent directors held four executive sessions; all directors met ≥75% attendance, supporting active governance .
- Pay structure: Chairman-specific retainer ($120k) and additional equity (total 80,000 options in 2024; $1.377m fair value) reflect elevated responsibilities; total director compensation remained within the Board’s April 2024 limits .
- Alignment: Material personal ownership (3.016m shares; 2.9%) and significant outstanding options indicate skin-in-the-game; hedging and pledging prohibitions reduce misalignment/credit risk .
- Change-in-control: Double-trigger full vesting of outstanding equity awards could accelerate large equity for the Chair if terminated post-transaction; monitor potential incentives around control events .
- Tenure risk indicator: Very long tenure (since 1999) can raise questions about independence over time despite formal independence status; balanced by executive session frequency and separated Chair/CEO roles .
- Administrative control: Minor cash overpayment ($3,093) corrected via 2025 offset; not material, but shows fee administration diligence .
RED FLAGS / Watch items:
- Large, time-based option grants to the Chairman (80,000 shares in 2024) without performance conditions; watch for sustained increases or any repricing/modification trends, though none are disclosed here .
- Change-in-control full-vesting acceleration on a double-trigger could create outsized equity windfalls; assess transaction scenarios and potential optics .
- Long tenure since 1999 may attract scrutiny from governance-focused investors on board refreshment/independence, even with formal independence affirmations .