Joseph K. Belanoff, M.D.
CORCEPT THERAPEUTICSAbout Joseph K. Belanoff, M.D.
Co-founder of Corcept Therapeutics; Chief Executive Officer since 1999 and President since 2014. Age 67 as of April 17, 2025. Education: B.A. Amherst College; M.D. Columbia University; Adjunct Professor of Psychiatry at Stanford University since 1992. Business performance during his tenure recently includes strong growth in hypercortisolism revenue and advancing multiple late-stage programs; 2024 revenue rose to $675.0 million from $482.4 million in 2023 and $401.9 million in 2022; 2024 net income was $141.2 million; cumulative TSR from a $100 base reached $416 in 2024 versus $114 for the NBI peer group, reflecting significant shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corcept Therapeutics | Co-founder; CEO; President | CEO since 1999; President since 2014 | Led commercialization of Korlym and advanced relacorilant to NDA in hypercortisolism and PROC; scaled revenue and pipeline |
| Corcept Therapeutics | Director | Since 1999 | Board-level oversight and strategic direction |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University School of Medicine | Adjunct Professor of Psychiatry | Since 1992 | Brings clinical expertise in psychiatry to endocrine/oncology drug development |
Fixed Compensation
Multi-year CEO compensation and salary progression.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $895,833 | $1,083,333 | $1,140,533 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Bonus Paid ($) | $900,000 | $1,320,000 | $1,716,000 |
| Option Awards (Grant-date FV, $) | $5,536,424 | $6,911,901 | $7,010,548 |
| Restricted Stock Awards (Grant-date FV, $) | — | — | — |
| All Other Compensation ($) | $20,500 | $22,500 | $23,000 |
| Total Compensation ($) | $7,352,757 | $9,337,734 | $9,890,081 |
Performance Compensation
Annual bonus is discretionary against aggressive corporate goals (revenue, development milestones). Stock option grants vest monthly over four years; exercise price at market close on grant date.
| Year | Incentive Type | Metric(s) | Target | Actual | Payout / Grant | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Cash Bonus | Revenue growth; NDA submissions; trial milestones (CATALYST, ROSELLA, MONARCH, etc.) | 100% of salary | Committee determined “met aggressive goals” | 150% of target → $1,716,000 | N/A |
| 2024 | Stock Options | Long-term value creation; performance-based alignment | N/A | N/A | 500,000 options @ $23.01 exercise price | 48 equal monthly installments; 10-year term |
| 2023 | Cash Bonus | Revenue and program progress | 100% of salary | Met goals | $1,320,000 | N/A |
| 2022 | Cash Bonus | Revenue and program progress | 100% of salary | Met goals | $900,000 | N/A |
Most important performance measures: increase revenue; advance relacorilant (hypercortisolism and oncology); advance portfolio (solid tumors, MASH, ALS); discover/advance additional modulators .
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 6,928,858 | 6.4% of outstanding (106,044,683) |
| Direct/Trust Shares | 2,981,985 | Joseph K. Belanoff and Katherine A. Blenko Revocable Living Trust |
| Options Exercisable within 60 days | 3,946,873 | Included in beneficial ownership |
| Shares Pledged as Collateral | 0 | Pledging prohibited by policy |
| Hedging Policy | Prohibited | For directors, officers, employees |
| 2024 Option Exercises | 450,000 shares; $15,921,000 value realized | Mix of cashless exercise; shares surrendered for taxes/costs |
| Stock Ownership Guidelines | Not disclosed | — |
Outstanding CEO option awards (as of Dec 31, 2024):
| Grant/Vesting Commencement Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|---|---|
| 2/26/2016 | 550,000 | — | $3.88 | 2/26/2026 |
| 2/10/2017 | 550,000 | — | $8.27 | 2/10/2027 |
| 2/7/2018 | 475,000 | — | $16.52 | 2/7/2028 |
| 2/8/2019 | 475,000 | — | $11.35 | 2/8/2029 |
| 2/7/2020 | 500,000 | — | $13.56 | 2/7/2030 |
| 2/5/2021 | 479,166 | 20,834 | $29.41 | 2/5/2031 |
| 2/2/2022 | 354,166 | 145,834 | $19.26 | 2/2/2032 |
| 2/13/2023 | 229,166 | 270,834 | $23.06 | 2/13/2033 |
| 2/9/2024 | 104,166 | 395,834 | $23.01 | 2/9/2034 |
Pay versus performance and shareholder votes:
- 2024 pay vs performance: CEO CAP $22.85M; revenue $675.0M; net income $141.2M; TSR value $416 vs NBI $114 .
- 2024 say-on-pay support: 98% approval of prior year NEO pay; annual say-on-pay frequency supported in 2023 (59%) .
Employment Terms
Severance and change-in-control agreements (identical terms for NEOs; CEO included):
- Termination without cause or for good reason outside change-in-control: 12 months base salary; up to 12 months health coverage .
- Termination without cause or for good reason within 18 months following change-in-control (double-trigger): 12 months base salary (lump sum); up to 12 months health coverage; full vesting of all outstanding equity awards .
Illustrative CEO severance as of Dec 31, 2024:
| Scenario | Base ($) | Health ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination outside change-in-control | $1,144,000 | $22,634 | — | $1,166,634 |
| Termination within 18 months post change-in-control | $1,144,000 | $22,634 | $23,216,738 | $24,383,372 |
Additional governance protections:
- Indemnification agreements in place for directors and officers .
- Code of Ethics applies to CEO and directors .
- Prohibition on hedging and pledging of company securities for directors/officers .
Board Governance
- Board service: Director since 1999; currently serves as CEO and President; not independent .
- Leadership structure: Separate Chairman (independent), James N. Wilson; CEO is not Chairman, reducing dual-role risks .
- Committee memberships: CEO not listed as member of Audit, Compensation, or Corporate Governance & Nominating Committees (all independent) .
- Board independence: Eight of nine directors independent; executive sessions held four times in 2024; each director attended ≥75% of meetings .
- Director compensation: CEO receives no additional compensation for board service .
Performance & Track Record
Company performance under Belanoff’s leadership (financials per pay-vs-performance disclosures):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($ thousands) | $353,874 | $365,978 | $401,858 | $482,375 | $675,040 |
| Net Income ($ thousands) | $106,011 | $112,512 | $101,418 | $106,140 | $141,209 |
| Total Shareholder Return (Value of $100) | $216 | $164 | $168 | $268 | $416 |
| Peer Group TSR (NBI) (Value of $100) | $126 | $125 | $123 | $115 | $114 |
Recent CEO commentary and operating updates:
- Q3 2025 revenue $207.6M; modified 2025 revenue guidance to $800–$850M due to pharmacy capacity constraints and expansion of specialty pharmacy network; diluted EPS $0.16; cash and investments $524.2M .
- Regulatory milestones: Relacorilant NDA for hypercortisolism with PDUFA Dec 30, 2025; PROC NDA PDUFA July 11, 2026; oncology program expansion; MAA under review in EU .
Compensation Structure Analysis
- Equity-heavy pay: Significant annual stock option grants vest monthly over 4 years, encouraging retention but allowing gradual liquidity; 500,000 options granted in 2024 at $23.01 .
- Rising at-risk pay: Bonus payout rose to 150% of target in 2024 on meeting aggressive goals (vs. 100% in 2022), reflecting strong operational achievement .
- Strong shareholder alignment: Large personal ownership (6.4%) and prohibitions on hedging/pledging reduce misalignment risks .
- Modification risk signals: No option repricing disclosed; equity award timing disclosure shows grants not coordinated with MNPI releases; -6.16% price change around 10-K disclosure suggests no opportunistic timing .
Risk Indicators & Red Flags
- Insider selling pressure: 2024 cashless option exercises realized $15.9M; ongoing monthly vesting could enable regular selling; monitor Form 4s for cadence .
- Tax gross-up history: One-time $10,892 gross-up in 2021 due to computational error (legacy issue) .
- Related party transactions: None disclosed since Jan 1, 2024; prior proxies also disclosed none .
- Say-on-pay: Very strong support (98%) reduces governance risk on pay alignment .
Director Compensation (for context)
CEO receives no incremental director pay. Non-employee director program includes cash retainers and annual options (e.g., 2024: continuing directors received 30,000-share options vesting over 12 months; Chairman received additional options), within newly approved annual compensation limits ($1.5M continuing; $2.0M first-year) .
Compensation Committee Analysis
Independent committee chaired by David L. Mahoney; uses discretion vs rigid formulas; focuses on long-term value creation across commercial and R&D goals; no operating-company insiders serve on the committee .
Investment Implications
- Alignment: High ownership and prohibition on hedging/pledging indicate skin-in-the-game; monthly vesting aligns retention but may facilitate steady selling—track Form 4s and blackout windows for supply overhang .
- Pay-for-performance: Bonuses flex with commercial and clinical milestones; multi-year option structure aligns with long-dated R&D cycles; strong say-on-pay support reduces governance risk premium .
- Event risk: Double-trigger change-of-control economics include full acceleration, creating substantial equity overhang in a sale ($23.2M accelerated vesting for CEO as of 12/31/2024), but only on termination post-CoC; assess M&A scenarios and retention plans for critical leaders .
- Execution: Near-term catalysts (relacorilant PDUFAs; oncology and MASH trial readouts) heighten performance sensitivity; compensation metrics emphasize these milestones, suggesting incentive alignment with value-driving events .
“Relacorilant has the potential to become the new standard of care...” — CEO commentary underscoring strategic focus on hypercortisolism and oncology **[1088856_0001628280-25-048814_cort110425ex991pressrelease.htm:1]** **[1088856_0001628280-25-048814_cort110425ex991pressrelease.htm:2]**.