Not independent
Tenure on this board
1.6 yrs
6 nominees · 3 ballot items.
Stockholders will vote to elect six directors, ratify Haskell & White LLP as the independent registered public accounting firm for fiscal year 2027, and approve on a non-binding advisory basis the compensation of the named executive officers.
Elect six directors (Michael G. Combs, Joanna C. Burkey, Steven J. Hamerslag, Alan R. Hoops, R. Judd Jessup, Jeffrey J. Michael) each to serve until the 2027 annual meeting or until their successors are duly elected and qualified.
Ratify the Audit Committee's selection of Haskell & White LLP as CorVel's independent registered public accounting firm for the fiscal year ending March 31, 2027.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.
This management proposal requests an advisory (non-binding) shareholder vote to approve the compensation paid to CorVel’s named executive officers as disclosed in the proxy statement. Management seeks this approval to confirm that its compensation philosophy—comprising base salary, annual cash incentives tied primarily to EPS growth and individual MBOs, and long-term option-based equity awards with time-based and performance-based vesting—remains aligned with stockholder interests, supports retention, and incentivizes sustained stockholder value creation. The Board notes the company historically holds say-on-pay votes every three years and that prior shareholder support was strong (92% approval in 2023), which informs continuity in compensation design. The Compensation Committee, composed of independent directors, oversees the program and ties a material portion of pay to company financial performance and individual objectives, while employing safeguards such as a clawback policy and periodic risk assessments to limit excessive risk-taking. The proposal is non-binding, so while an adverse vote would not directly change pay arrangements, the Board and Compensation Committee state they would consider significant negative shareholder feedback in future compensation deliberations. Management also discloses that broker non-votes may occur because this matter is non-routine under exchange rules. The Board recommends a FOR vote, arguing that the mix of incentive metrics, equity-based alignment, and governance controls provide appropriate pay-for-performance alignment and support long-term value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 7.8% | 3,971,844 | $217M |
| 2 | BlackRock, Inc. | 6.4% | 3,250,981 | $178M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.3% | 1,691,399 | $92M |
| 4 | RENAISSANCE TECHNOLOGIES LLC | 3.2% | 1,617,830 | $88M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.6% | 1,296,992 | $71M |
| 6 | STATE STREET CORP | 2.4% | 1,209,191 | $66M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 2.2% | 1,104,802 | $60M |
| 8 | BlackRock, Inc. | 1.9% | 963,362 | $53M |
| 9 | KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT LLC | 1.7% | 884,698 | $48M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 830,727 | $45M |
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