DEF 14A of Corvel Corp
Filed Jun 24, 2025 · FY20250001193125-25-145760
Director Nominees (Proposal No. 1)
Director Nominees (Proposal No. 1)
Director Nominees (Proposal No. 1)
| Name | Age | Director Since | Independent | Audit Committee | Nomination and Governance Committee | Compensation Committee | | Michael G. Combs | 61 | 2024 | | | | | | Joanna C. Burkey | 50 | 2024 | ✓ | • | | | | Steven J. Hamerslag | 68 | 1991 | ✓ | • | • | | | Alan R. Hoops | 77 | 2003 | ✓ | • | | • | | R. Judd Jessup | 77 | 1997 | ✓ | • | | | | Jeffrey J. Michael | 68 | 1990 | ✓ | | • | • |
Director Nominees (Proposal No. 1)
The Board unanimously recommends that stockholders vote “FOR ALL” of the director nominees.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Board Structure and Membership
Board Structure and Membership We currently have six directors serving on our Board, each of whom has a term that expires at the Annual Meeting, and one vacancy. Our Fourth Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) provides that any additional directorships resulting from an increase in the number of directors, or the vacancy that currently exists on the Board, may be filled by a majority of the directors then in office. A director elected by the Board to fill a vacancy, including vacancies created by an increase in the number of directors, will serve for the remainder of the term of the vacated directorship and until the director’s successor is duly elected and qualified. We may reduce or increase the size of the Board by resolution adopted by the affirmative vote of a majority of the directors or by the affirmative vote of a majority of the outstanding common stock of the Company entitled to vote thereon. Our Board has nominated each of the current Board members to stand for re-election at the Annual Meeting. If elected at the Annual Meeting, each director nominee will serve for a one-year term ending on the date of our 2026 Annual Meeting, or until his or her successor has been duly elected and qualified. The term may be shorter if such individual resigns, becomes disqualified or disabled, or is otherwise removed. Each nominee has indicated his or her willingness to serve as a director if elected. If any such nominee becomes unable or declines to serve at the time of the Annual Meeting, the proxyholders may exercise discretionary authority to vote for a substitute person selected and recommended by our Nomination and Governance Committee and approved by the Board. If each director nominee is elected at the Annual Meeting, the Board will consist of six directors and one vacancy. Proxies cannot be voted for a greater number of individuals than the six nominees named.
Recommended Vote
Recommended Vote The election of each of our director nominees requires a plurality vote of the shares of common stock present or represented by proxy at the Annual Meeting. This means the nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote “FOR ALL,” “WITHHOLD ALL,” or “FOR ALL EXCEPT” with respect to the director nominees nominated for election under this Proposal No. 1. A “WITHHOLD” vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker, dealer or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes cast on this proposal, and thus will have no effect on the outcome of the vote. THE BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.
Information Regarding Director Nominees
Information Regarding Director Nominees The following table sets forth the director nominees recommended by our Nomination and Governance Committee, and nominated by the Board, to be elected as directors to serve until the 2026 Annual Meeting, or until his or her successor has been duly elected and qualified:
Information Regarding Director Nominees
| Name | Age | Position | Director Since | | Michael G. Combs(1) | 61 | Chairman of the Board, Chief Executive Officer, and President | 2024 | | Joanna C. Burkey(2) | 50 | Director | 2024 | | Steven J. Hamerslag(2)(3) | 68 | Director | 1991 | | Alan R. Hoops(2)(4) | 77 | Director | 2003 | | R. Judd Jessup(2) | 77 | Director | 1997 | | Jeffrey J. Michael(3)(4) | 68 | Director | 1990 |
Information Regarding Director Nominees
| (1) On November 26, 2024, V. Gordon Clemons retired as Chairman of the Board and as a member of the Board. Subsequently, on November 26, 2024, Mr. Combs was appointed to the Board and elected as Chairman of the Board effective immediately. |
Information Regarding Director Nominees
| (2) Member of the Audit Committee. |
Information Regarding Director Nominees
| (3) Member of the Nomination and Governance Committee. |
Information Regarding Director Nominees
| (4) Member of the Compensation Committee. |
Information Regarding Director Nominees
The following biographical information discloses the age, business experience and other directorships held during the past five years for our director nominees. It also includes the experiences, qualifications, attributes and skills that led to the conclusion that the individual should serve as our director. Michael G. Combs. Mr. Combs has served as one of our directors and Chairman of the Board since November 2024. In January 2019, Mr. Combs was appointed as our Chief Executive Officer, and he has also served as our President since April 2017. Mr. Combs previously served as our Chief Information Officer from April 2015 to April 2017. Mr. Combs has been with the Company for 33 years, joining the Company initially as a software engineer in October 1991. His prior positions at the Company include Vice President of MedCheck Development, Vice President of Information Services, and Deputy Chief Information Officer. Prior to joining CorVel, he was with Science Applications International Corporation, a technology company, as a Software Engineer where he developed software for the Naval Oceans System Center. Mr. Combs holds a bachelor’s degree in computer science from San Diego State University. The Board believes Mr. Combs is qualified to serve as Chairman of the Board given his extensive knowledge of the Company and its operations, executive management experience, including his role as our Chief Executive Officer and President, and understanding of the healthcare cost containment and managed care industry. Joanna C. Burkey. Ms. Burkey has served as one of our directors since August 2024. Ms. Burkey is a corporate director, former technology executive, and the founder of Flat Rock Strategic Advisory LLC (“Flat Rock Advisory”) since March 2024. She is an independent director and chair of the technology committee at Beyond Inc (NYSE: BYON) since March 2023 and an independent director and chair of the Finance and Audit committee at ReliabilityFirst Corporation since May 2021. At Flat Rock Advisory, Ms. Burkey provides advisory services to boards and executive teams in the areas of cybersecurity and digital transformation. Joanna worked in the cybersecurity and technology domain for thirty years, most recently as the Global CISO at HP Inc from 2020 to 2023. Prior to that she was Deputy CCSO and Global Cyber Defense Head for Siemens AG from 2018 to 2020 and CISO for Siemens Americas from 2015 to 2018. Her career has included executive positions in engineering, strategy, and digitalization and she has held roles based in both the US and Europe. Joanna holds NACD Directorship Certification from the National Association of Corporate Directors, is a certified Qualified Technology Expert with the Digital Directors Network and was previously a fellow with the Center for Strategic and International Studies in Washington D.C. Ms. Burkey holds an associate’s degree from South Plains College and a bachelor’s degree in computer science and mathematics from Angelo State University. Additionally, Ms. Burkey holds a certificate in Applied AI from Northwestern Kellogg School of Business. The Board believes Ms. Burkey’s corporate directorships and cybersecurity experience greatly enhances composition and skillset of the Board. Steven J. Hamerslag. Mr. Hamerslag has served as one of our directors since May 1991. Mr. Hamerslag has been Managing Partner of TVC Capital, a venture capital firm, since April 2006. Mr. Hamerslag also currently serves as a director of four private companies: Celigo, since December 2015, Creator IQ, since January 2019, eVisit, since September 2020, and SpotHopper LLC, since November 2021. Mr. Hamerslag has over 40 years of experience starting, growing, and leading high tech enterprises. His knowledge of enterprise technology solutions is further leveraged by his extensive sales, marketing, and general management experience having started and acted as CEO of two publicly held companies. Mr. Hamerslag served as the President and Chief Executive Officer of J2Global Communications, a publicly held unified communication services company, from June 1999 until January 2001. Mr. Hamerslag served as the Chief Executive Officer of MTI Technology Corporation, a publicly held manufacturer of enterprise storage solutions, from 1987 to 1996. Mr. Hamerslag holds a bachelor’s degree in economics from the University of California, Berkeley. The Board believes Mr. Hamerslag’s valuable business, leadership and executive management experience, particularly in the technology industry, qualifies him to serve as a director. Alan R. Hoops. Mr. Hoops has served as one of our directors since May 2003. Mr. Hoops has been Executive Chairman of Health Essentials, a physician medical group specializing in hospice care, pharmacy and durable medical equipment services for medically complex and frail-elderly patients, since 2012. Mr. Hoops was Chairman of the Board and Chief Executive Officer of CareMore California Health Plan, a health maintenance organization, from March 2006 to February 2012. Mr. Hoops was Chief Executive Officer and a Director of Pacificare Health Systems, Inc., a national health consumer services company, from 1993 to 2000. Mr. Hoops has 46 years of experience in the healthcare and managed care industries. Mr. Hoops holds a bachelor’s degree in psychology from the University of California, Los Angeles, and a master’s degree in health administration from the University of Washington. The Board believes Mr. Hoops’ experience as the Chief Executive Officer and Director of Pacificare Health Systems, Inc., combined with his strong operational and strategic background and extensive public company experience, qualifies him to serve as a director. R. Judd Jessup. Mr. Jessup has served as one of our directors since August 1997. Mr. Jessup was Chief Executive Officer of CombiMatrix Corporation, a molecular diagnostics laboratory, from August 2010 to March 2013. Mr. Jessup was Chief Executive Officer of U.S. LABS, a national laboratory which provides cancer diagnostic and genetic testing services, from 2002 to 2005. Mr. Jessup was President of the HMO Division of FHP International Corporation, a diversified health care services company, from 1994 to 1996. From 1987 to 1994, Mr. Jessup was President of TakeCare, Inc., a publicly held HMO operating in California, Colorado, Illinois and Ohio, until it was acquired by FHP. Mr. Jessup has 44 years of experience in the healthcare and managed care industries. Mr. Jessup was a director of CombiMatrix Corporation from August 2010 to November 2017, a director of Xifin, Inc., a laboratory billing systems company, from January 2006 to August 2013, a director of Superior Vision Services, a national managed vision care plan, from December 2007 to April 2012, and a director of Accentcare from October 2005 to February 2008. Mr. Jessup holds a bachelor’s in biology from Knox College and a Master of Business Administration in marketing from University of Denver. The Board believes Mr. Jessup is qualified to serve as a director because he has significant executive experience with the strategic, financial, and operational requirements of large health care services organizations, including serving as an Audit Committee chair, and brings to the Board senior leadership, health industry, and financial experience.
Information Regarding Director Nominees
Jeffrey J. Michael. Mr. Michael has served as one of our directors since September 1990. Mr. Michael has been President, Chief Executive Officer and a Director of Corstar Holdings, Inc. (“Corstar”), one of our significant stockholders and a holding company owning equity interests in CorVel since December 1999. Mr. Michael holds a bachelor’s degree in economics and a master’s degree in finance from Northwestern University. The Board believes Mr. Michael’s experience as the President, Chief Executive Officer and Director of Corstar, combined with his strong operational and strategic background and extensive public company experience, qualifies him to serve as a director.
Compensation Philosophy
| • | Promote Alignment with Stockholder Interests: Equity-based compensation, which is typically issued in the form of stock options, comprises our long-term incentive compensation opportunity. These awards deliver upside only when the stock price increases, and are designed to motivate executives to drive sustained increases in stockholder value. |
Compensation Philosophy
| • | Support Talent Retention and Development: Long-term incentives are used to attract and retain high-performing executives in a competitive labor market. Compensation levels are intended to reflect role-specific responsibilities, leadership impact, and consistency with internal pay relationships across the management team. |
Compensation Philosophy
| • | Offer Market-Responsive Compensation: Total direct compensation is informed by market data that references managed care company peers with comparable revenue profiles. |
Compensation Committee Meetings
Compensation Committee Meetings The Compensation Committee meets several times each fiscal year to evaluate and approve executive compensation. In fiscal year 2025, the committee met three times. All executive compensation decisions are documented in committee minutes and made in executive session without the presence of management. These meetings involved review of individual performance under the Company’s annual management-by-objectives (“MBO”) framework, assessment of corporate operational and financial results, evaluation of market compensation data, and review and approval of long-term equity awards. These inputs informed a number of key executive compensation decisions from base salary adjustments to the terms of time-based and performance-based stock option awards.
Use of Market Data and Internal Evaluations
Use of Market Data and Internal Evaluations To inform its decisions, the Compensation Committee reviews third-party compensation survey data compiled by Alera Group. The survey data generally includes companies in the services sector with revenue ranges similar to us. The committee generally considers the 50th percentile pay targets of these companies. However, while this data serves as a directional tool to evaluate competitiveness and ensure internal pay equity across roles, the committee does not adopt a formal peer group or apply rigid percentile targets. In addition to market data, the Compensation Committee considers internal performance reviews, MBO completion, strategic contributions, and the executive’s role in advancing the Company’s financial and operational priorities. No single factor is determinative, and the committee exercises independent judgment in establishing pay levels and performance targets.
Use of Compensation Consultant
Use of Compensation Consultant The Compensation Committee has not historically retained an external compensation consultant. Instead, it relies on market compensation data compiled by Alera Group, internal performance evaluations, and the informed judgment of the committee and our chief executive officer. The Compensation Committee believes this approach remains appropriate given the Company’s stable leadership team and continued focus on cost-containment, and the committee’s long-standing familiarity with the roles and responsibilities of each executive officer. The committee retains the discretion to engage an independent consultant in the future if circumstances warrant.
Annual Performance-Based Cash Incentive Plan Awards
Annual Performance-Based Cash Incentive Plan Awards To reinforce the attainment of our goals, we believe a substantial portion of the annual compensation of each executive officer should be in the form of variable cash incentive pay. We use annual performance-based cash incentive plan awards to motivate and reward executives to achieve key corporate and functional objectives aligned with our strategic objectives. Annual cash incentive plan awards are designed to reward personal contributions to our success and are earned under a structured formula. Incentive targets are set as a percentage of base salary, vary by role, and are linked to financial performance and individual achievement under our MBO framework, which may include revenue growth, leadership and personnel management and development, process and service implementation and growth, business development, software development and information technology infrastructure planning and strategy, and adherence to Company-wide internal financial reporting and controls. Annual cash incentive amounts for each executive officer are determined by the Compensation Committee based in part on the recommendation of our chief executive officer. For fiscal year 2025, incentive opportunities ranged from 30% to 75% of base salary, with achievements exceeding established MBOs allowing up to 100% payout. Awards were weighted 50% to 75% on corporate financial performance, such as revenue growth, net income, and margin expansion, and 25% to 50% on strategic and operational MBOs tailored to each executive’s function. We exceeded key financial targets in fiscal year 2025, including 13% revenue growth and a 27% increase in net income. Executive officers were assessed based on their respective contributions to these outcomes. MBOs addressed our strategic initiatives, including the expansion of the CERIS platform, deployment of generative AI, claims margin enhancement, client retention, technology innovation, and revenue cycle optimization. Actual incentive payouts for fiscal year 2025 ranged from approximately 23% to 53% of base salary across the NEO group, commensurate with individual performance and attainment of corporate goals. The Compensation Committee expects MBO goals to remain rigorous, strategically relevant, and aligned with enterprise-wide performance priorities. The table below summarizes the annual cash incentive targets, amounts earned, and strategic areas of focus underlying each NEO’s MBOs for the periods presented:
Annual Performance-Based Cash Incentive Plan Awards
| Named Executive Officer | Calendar Year | Target Bonus (% of Salary) | Actual Bonus (% of Salary)(1) | MBO Themes | | Michael G. Combs(2) | 2025 | 75% | — | CERIS margin; Managed Care HUB model and P&C business growth CERIS profitability; AI deployment; business development Customer sales growth; DRG service expansion; margin improvement CERIS growth; customer diversification; leadership development | | Chairman of the Board, Chief Executive Officer, and President | 2024 | 75% | 52.9% | | | | 2023 | 75% | 54.4% | | | | 2022 | 75% | 47.8% | | | Mark E. Bertels(3) | 2025 | 50% | — | Customer service; operational efficiency; profitability; client retention Operational metrics; client retention Client retention; operational metrics; missed revenue recovery Team resizing; operational consistency | | Executive Vice President, Risk Management Services | 2024 | 50% | 31.9% | | | | 2023 | 50% | 56.7% | | | | 2022 | 50% | 43.8% | | | Maxim Shishin(4) | 2025 | 50% | — | Operational optimization; productivity improvements; revenue growth NS optimization; CIQ functionality; build CAT environment CERIS DRG optimization; network development; text deployment Network development; cloud migration; enterprise compensation | | Chief Information Officer | 2024 | 50% | 44.5% | | | | 2023 | 50% | 44.0% | | | | 2022 | 50% | 37.4% | | | Brandon T. O’Brien(5) | 2025 | 40% | — | P&C sales growth; financial-level improvements | | Chief Financial Officer | 2024 | 40% | 36.8% | CERIS profitability analysis; financial visibility CogencyIQ; automation; revenue leakage mitigation Invoicing; pricing insights; macro/micro financials | | | 2023 | 40% | 29.8% | | | | 2022 | 40% | 33.2% | | | Jennifer L. Yoss(6) | 2025 | 30% | — | Financial reporting; accounting / HR process improvement Financial reporting; accounting / HR systems; personnel development Revenue leakage; accounting optimization; talent development Enterprise systems; invoicing; HR alignment | | Vice President, Accounting | 2024 | 30% | 23.1% | | | | 2023 | 30% | 22.1% | | | | 2022 | 30% | 25.9% | |
Annual Performance-Based Cash Incentive Plan Awards
| (1) MBOs and corresponding annual cash incentive awards are determined based on performance during each calendar year, consistent with how executive goals are established and evaluated. However, because the Company has a March 31 fiscal year end, incentive awards earned as of the end of a given calendar year are following the corresponding fiscal year end. For example, awards earned for calendar year 2024 performance were paid as fiscal year 2025 compensation and are disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Similarly, cash incentive awards established for calendar year 2025 will be paid out, if earned, as fiscal year 2026 compensation. |
Annual Performance-Based Cash Incentive Plan Awards
| (2) Mr. Combs’ bonus opportunity for each fiscal year is targeted at 75% of his base salary with the ability to achieve up to 100%, with 75% of his bonus opportunity dependent on achieving overall financial performance and 25% dependent on his contributions towards achieving the most recently completed calendar year MBOs. |
Annual Performance-Based Cash Incentive Plan Awards
| (3) Mr. Bertels’ bonus opportunity for fiscal year 2026 is targeted at 50% of his base salary, with the ability to achieve up to 80%, with 87% of his bonus opportunity dependent on achieving field profit goals and 13% dependent on his contributions towards achieving his calendar year 2025 MBOs. Mr. Bertels’ bonus opportunity for fiscal years 2025, 2024, and 2023 was targeted at 50% of his base salary, with the ability to achieve up to 75%. |
Annual Performance-Based Cash Incentive Plan Awards
| (4) Mr. Shishin’s bonus opportunity for each fiscal year is targeted at 50% of his base salary with the ability to achieve up to 60%, with 33% of his bonus opportunity dependent on achieving overall financial performance and 67% dependent on his contributions towards achieving the most recently completed calendar year MBOs. |
Annual Performance-Based Cash Incentive Plan Awards
| (5) Mr. O’Brien’s bonus opportunity for each fiscal year is targeted at 40% of his base salary with the ability to achieve up to 50%, with 50% of his bonus opportunity dependent on achieving overall financial performance and 50% dependent on his contributions towards achieving the most recently completed calendar year MBOs. |
Annual Performance-Based Cash Incentive Plan Awards
| (6) Ms. Yoss’ bonus opportunity for each fiscal year is targeted at 30% of her base salary with the ability to achieve up to 40%, with 50% of her bonus opportunity dependent on achieving overall financial performance and 50% dependent on her contributions towards achieving the most recently completed calendar year MBOs. |
Long-Term Equity-Based Incentive Awards
Long-Term Equity-Based Incentive Awards We use long-term equity-based incentive awards to support the retention of our talented executive, align the interests of our executive officers with those of our stockholders, and incentivize our executives to manage from the perspective of an owner with an equity stake in the business. Under our Omnibus Incentive Plan, we have the ability to grant different forms of equity compensation, including stock options, restricted stock units, and stock appreciation rights. However, the Compensation Committee believes granting a mix of time- and performance-based stock options provides an effective tool to motivate executives to deliver operational excellence, while positively impacting employee retention. Stock options provide actual economic value to the executive officer if he or she remains employed by us during the vesting period, and then only if the market price of our stock appreciates over the option term. Consequently, stock options motivate executive officers by providing substantial upside compensation while simultaneously aligning the interests of executives and stockholders. We may in the future grant different forms of equity compensation, particularly if the use of certain grant types becomes more prevalent within the market generally, or if it becomes necessary to do so to recruit personnel. Other factors that may lead us to change our equity grant practices include the perceived value of different award types, the potential effect on stockholder dilution, and the financial statement cost of different awards. For fiscal year 2025, the Compensation Committee continued its longstanding practice of granting stock options under our Omnibus Incentive Plan. All equity awards in fiscal year 2025 were delivered in the form of stock options, with a mix of time- and performance-based vesting conditions. Stock options are granted with an exercise price equal to the closing price per share of our common stock on the grant date, and provide value only to the extent our stock price appreciates after the grant date. Award Structure and Grant Practices The Compensation Committee administers our equity-based incentive plans for executive officers, determines the value of equity-based incentive awards to create a meaningful compensation opportunity, and establishes performance-based vesting conditions for a portion of the awards. While there is no set formula used by the Compensation Committee to determine the size and type of equity awards granted to NEOs, the committee generally considers a range of factors, including:
Long-Term Equity-Based Incentive Awards
| • | The executive’s role and responsibilities; |
Long-Term Equity-Based Incentive Awards
| • | Individual performance and leadership contributions; |
Long-Term Equity-Based Incentive Awards
| • | Historical grant levels and outstanding unvested equity; |
Long-Term Equity-Based Incentive Awards
| • | Potential for future responsibility and promotion; |
Long-Term Equity-Based Incentive Awards
| • | Retention considerations; |
Long-Term Equity-Based Incentive Awards
| • | Company performance and strategic priorities; and |
Long-Term Equity-Based Incentive Awards
| • | Market data from peer companies compiled by Alera Group. |
Long-Term Equity-Based Incentive Awards
Equity awards are typically granted on a quarterly basis at scheduled meetings of the Compensation Committee. Such meetings are usually scheduled well in advance and without regard to the timing of earnings or other major announcements by us. We intend to continue this practice of approving stock-based awards concurrently with regularly scheduled meetings, unless earlier approval is required for new hires, new performance considerations, or retention purposes. We have not timed, nor do we intend to time, our release of material non-public information for the purpose of affecting the value of executive compensation. The standard vesting terms for time-based stock options include a one-year cliff (25%) followed by monthly vesting in equal installments over the remaining three years, subject to continued employment, and generally expire five years from the grant date. Although stock options granted to our executive officers typically contain time-vesting provisions, in fiscal years 2025, 2024, and 2023 our Compensation Committee awarded stock options with performance-vesting provisions to Messrs. Combs, Bertels, O’Brien and Shishin, as well as Ms. Yoss, all of which vest upon the achievement of certain performance criteria, approved by our Board and Compensation Committee, relating to earnings growth. The Compensation Committee does not publicly disclose these targets, as they represent competitively sensitive financial and strategic objectives. However, the Compensation Committee believes the goals are rigorous and closely aligned with stockholder value creation. Fiscal Year 2025 Equity Grants In fiscal year 2025, all NEOs received a mix of time- and performance-based stock option awards. Consistent with our strong financial performance, the Compensation Committee granted performance-based options to drive continued margin expansion, disciplined capital deployment, and profitable growth. The grant date fair values of these options, calculated in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”), are included in the Summary Compensation Table. The fiscal year 2025 awards reflect each executive’s leadership in driving key initiatives, including CERIS platform expansion, AI implementation, and network solution optimization. Equity Mix and Stockholder Alignment. The Compensation Committee believes stock option awards continue to be an effective and stockholder-aligned equity vehicle for CorVel. Unlike restricted stock or restricted stock units, options deliver value only if the stock price increases, reinforcing long-term accountability and entrepreneurial focus. The Compensation Committee may revisit the use of other equity vehicles in the future based on market trends, stockholder dilution considerations, and talent acquisition objectives. No minimum stock ownership guidelines are currently in place for executive officers. However, the Compensation Committee considers each executive’s existing equity holdings when determining future awards.
Summary Compensation Table
Summary Compensation Table The following table sets forth all of the compensation earned by or paid to our NEOs during fiscal years 2025, 2024, and 2023. The amounts set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our NEOs.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael G. Combs | 2025 | $651,442 | $— | $— | $95,669 | $441,306 | $3,262 | $1,191,679 | | Chairman of the Board, Chief | 2024 | $626,539 | $— | $— | $— | $337,218 | $3,212 | $966,969 | | Executive Officer and President | 2023 | $625,777 | $— | $— | $1,176,522 | $284,755 | $3,012 | $2,090,066 | | Mark E. Bertels | 2025 | $290,579 | $— | $— | $112,057 | $91,304 | $2,860 | $496,799 | | Executive V.P., Risk Management Services | 2024 | $274,371 | $— | $— | $285,521 | $151,905 | $2,773 | $714,571 | | | 2023 | $260,253 | $— | $— | $369,311 | $103,749 | $2,537 | $735,850 | | Maxim Shishin | 2025 | $300,883 | $— | $— | $120,140 | $132,718 | $2,879 | $556,620 | | Chief Information Officer | 2024 | $289,467 | $— | $— | $250,405 | $125,872 | $2,806 | $668,549 | | | 2023 | $286,535 | $— | $— | $74,198 | $101,593 | $2,341 | $464,667 | | Brandon T. O’Brien | 2025 | $284,504 | $— | $— | $83,987 | $103,788 | $2,848 | $475,127 | | Chief Financial Officer | 2024 | $273,743 | $— | $— | $150,702 | $80,701 | $2,777 | $507,923 | | | 2023 | $271,016 | $— | $— | $65,996 | $85,709 | $2,279 | $424,999 | | Jennifer L. Yoss | 2025 | $212,864 | $— | $— | $64,001 | $48,573 | $2,439 | $327,877 | | V.P., Accounting | 2024 | $201,736 | $— | $— | $121,232 | $43,897 | $2,364 | $369,229 | | | 2023 | $196,020 | $— | $— | $43,698 | $48,071 | $2,142 | $289,932 |
Summary Compensation Table
| (1) Amounts reflect the grant date fair value of option awards calculated in accordance with ASC 718. For additional information regarding the assumptions used to determine the valuation of these option awards, see Note 3, Stock Options and Stock-Based Compensation, in the Notes to Consolidated Financial Statements included in our 2025 Annual Report. In accordance with applicable SEC rules, for those option awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the grant date fair value based upon the probable outcome of such conditions. |
Summary Compensation Table
| (2) Amounts reflect the value of cash incentive plan awards earned by our NEOs pursuant to our annual cash incentive award plan based on the achievement of MBOs established during the prior calendar year. For additional information regarding the annual cash incentive plan awards, see the section entitled “Principal Elements of Executive Compensation—Annual Performance-Based Cash Incentive Plan Awards.” |
Summary Compensation Table
| (3) Includes matching contributions paid by us under our 401(k) savings plan and annual premiums paid by us for the purchase of group term life insurance for the benefit of each NEO as follows: |
Summary Compensation Table
| | Fiscal Year | Contributions to Section 401(k) Plan | Life Insurance Premiums | | Michael G. Combs | 2025 | $2,300 | $962 | | | 2024 | $2,250 | $962 | | | 2023 | $2,050 | $962 | | Mark E. Bertels | 2025 | $2,300 | $560 | | | 2024 | $2,250 | $523 | | | 2023 | $2,050 | $487 | | Maxim Shishin | 2025 | $2,300 | $579 | | | 2024 | $2,250 | $556 | | | 2023 | $1,942 | $399 | | Brandon T. O’Brien | 2025 | $2,300 | $548 | | | 2024 | $2,250 | $527 | | | 2023 | $2,025 | $254 | | Jennifer L. Yoss | 2025 | $2,030 | $410 | | | 2024 | $1,976 | $389 | | | 2023 | $1,953 | $189 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information regarding all grants of plan-based awards made to our NEOs during fiscal year 2025. The value of the payouts and awards set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our NEOs.
Grants of Plan-Based Awards
| Name | Grant Date | Potential Payments as of the Grant Date Under Non-Equity Incentive Plan Awards(1) | | | Potential Payments as of the Grant Date Under Equity Incentive Plan Awards(2) | | | All Other Option Awards: Number of Shares Underlying Options (#)(3) | Exercise Price of Option Awards ($)(4) | Grant Date Fair Value of Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Michael G. Combs | 1/14/2025 | — | 483,606 | 644,808 | — | — | 3,000 | — | $110.18 | $95,669 | | Mark E. Bertels | 5/16/2024 | — | — | — | — | — | — | 1,200 | $90.08 | $32,333 | | | 1/14/2025 | — | 150,265 | 214,665 | — | — | 2,500 | — | 110.18 | 79,724 | | Maxim Shishin | 5/16/2024 | — | — | — | — | — | — | 1,500 | $90.08 | $40,416 | | | 1/14/2025 | — | 148,954 | 178,744 | — | — | 2,500 | — | 110.18 | 79,724 | | Brandon T. O’Brien | 5/16/2024 | — | — | — | — | — | — | 750 | $90.08 | $20,208 | | | 1/14/2025 | — | 112,691 | 140,863 | — | — | 2,000 | — | 110.18 | 63,779 | | Jennifer L. Yoss | 5/16/2024 | — | — | — | — | — | — | 600 | $90.08 | $16,166 | | | 1/14/2025 | — | 62,945 | 83,927 | — | — | 1,500 | — | 110.18 | 47,834 |
Grants of Plan-Based Awards
| (1) These amounts reflect the potential payouts under our annual cash incentive award plan for fiscal year 2025 based on the achievement of MBOs established during the prior calendar year. The amounts reflect the “maximum” and “target” payout levels under the plan. There is no “minimum” payout level under the plan. Actual payouts to our NEOs under the plan were made in February 2025. For additional information, see the section entitled “Principal Elements of Executive Compensation—Annual Performance-Based Cash Incentive Plan Awards.” |
Grants of Plan-Based Awards
| (2) These amounts reflect the grant of option awards with performance-based vesting conditions. The option awards vest based on our achievement relative to pre-established earnings growth targets. The amounts reflect the “maximum” number of shares that may vest pursuant to the option awards if the highest level of performance is achieved. There is no “target” or “threshold” number of shares associated these awards. For additional information, see the section entitled “Principal Elements of Executive Compensation—Long-Term Equity-Based Incentive Awards.” |
Grants of Plan-Based Awards
| (3) These amounts reflect the grant of option awards with time-based vesting conditions. The option awards will vest and become exercisable as to 25% of the shares on the first anniversary of the grant date and as to the remaining shares in 36 equal monthly installments thereafter. For additional information, see the section entitled “Principal Elements of Executive Compensation—Long-Term Equity-Based Incentive Awards.” |
Grants of Plan-Based Awards
| (4) The exercise price of each option award is equal to the closing price of our common stock as reported by the Nasdaq Global Select Market on the date of grant. |
Grants of Plan-Based Awards
| (5) These amounts reflect the grant date fair value of option awards calculated in accordance with ASC 718. For additional information regarding the assumptions used to determine the valuation of these option awards, refer to Note 3, Stock Options and Stock-Based Compensation, in the Notes to Consolidated Financial Statements included in our 2025 Annual Report. In accordance with applicable SEC rules, for those option awards that are subject to the satisfaction of performance conditions, the amounts reported reflect the grant date fair value based upon the probable outcome of such conditions. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information about the equity awards granted to our NEOs that remained outstanding as of March 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(2) | | Michael G. Combs | — | — | 3,000(3) | 110.18 | 1/14/2030 | | Chairman, Chief Executive Officer and President | 21,000 | 15,000 | — | 52.00 | 11/3/2027 | | | 5,021 | — | 14,621(3) | 52.00 | 11/3/2027 | | | 15,939 | 6,561 | — | 49.63 | 5/12/2027 | | | 9,360 | — | — | 65.72 | 12/8/2026 | | | 252 | 249 | — | 39.83 | 5/6/2026 | | | 156 | — | — | 34.44 | 2/4/2026 | | Mark E. Bertels | — | — | 2,500(3) | 110.18 | 1/14/2030 | | Executive V.P., Risk Management Services | — | 1,200 | — | 90.08 | 5/16/2029 | | | 2,747 | — | 7,350(3) | 66.85 | 11/2/2028 | | | 594 | 906 | — | 74.09 | 8/10/2028 | | | 2,510 | — | 4,800(3) | 52.00 | 11/3/2027 | | | 1,455 | 795 | — | 54.54 | 8/4/2027 | | | 11,157 | 4,593 | — | 49.63 | 5/12/2027 | | | 5,847 | — | — | 65.72 | 12/8/2026 | | | 672 | 78 | — | 52.65 | 8/5/2026 | | | 1,005 | 45 | — | 39.83 | 5/6/2026 | | | 1,200 | — | — | 34.44 | 2/4/2026 | | | 900 | — | — | 29.23 | 11/5/2025 | | | 900 | — | — | 26.50 | 7/31/2025 |
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date(2) | | Maxim Shishin | — | — | 2,500(3) | 110.18 | 1/14/2030 | | Chief Information Officer | — | 1,500 | — | 90.08 | 5/16/2029 | | | 2,354 | — | 6,300(3) | 66.85 | 11/2/2028 | | | 594 | 906 | — | 74.09 | 8/10/2028 | | | 1,882 | — | 3,600(3) | 52.00 | 11/3/2027 | | | 1,062 | 438 | — | 49.63 | 5/12/2027 | | | 7,020 | — | — | 65.72 | 12/8/2026 | | | 2,016 | 234 | — | 52.65 | 8/5/2026 | | | 2,301 | 99 | — | 39.83 | 5/6/2026 | | | 30,000 | — | — | 29.23 | 11/5/2025 | | | 2,400 | — | — | 26.50 | 7/31/2025 | | Brandon T. O’Brien | — | — | 2,000(3) | 110.18 | 1/14/2030 | | Chief Financial Officer | — | 750 | — | 90.08 | 5/16/2029 | | | 1,373 | — | 3,675(3) | 66.85 | 11/2/2028 | | | 417 | 633 | — | 74.09 | 8/10/2028 | | | 1,569 | — | 3,000(3) | 52.00 | 11/3/2027 | | | 1,062 | 438 | — | 49.63 | 5/12/2027 | | | 5,847 | — | — | 65.72 | 12/8/2026 | | | 2,118 | 93 | — | 39.83 | 5/6/2026 | | | 1,250 | — | — | 29.23 | 11/5/2025 | | Jennifer L. Yoss | — | — | 1,500(3) | 110.18 | 1/14/2030 | | Vice President, Accounting | — | 600 | — | 90.08 | 5/16/2029 | | | 1,177 | — | 3,150(3) | 66.85 | 11/2/2028 | | | 237 | 363 | — | 74.09 | 8/10/2028 | | | 1,099 | — | 2,100(3) | 52.00 | 11/3/2027 | | | 639 | 261 | — | 49.63 | 5/12/2027 | | | 2,100 | — | — | 65.72 | 12/8/2026 | | | 1,005 | 45 | — | 39.83 | 5/6/2026 |
Outstanding Equity Awards at Fiscal Year-End
| (1) These option awards will vest and become exercisable as to 25% of the shares on the first anniversary of the grant date and as to the remaining shares in 36 equal monthly installments thereafter. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The expiration date of each option award is five years after the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These option awards vest and become exercisable based on the achievement of certain performance criteria related to earnings growth. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information regarding the number of shares of common stock acquired upon exercise of option awards by our NEOs during fiscal year 2025. The values realized upon exercise of option awards set forth in the table have been calculated in accordance with the requirements of applicable SEC rules, and do not necessarily reflect the amount that will actually be received by our NEOs upon the sale of the shares.
Option Exercises and Stock Vested
| Name | Option Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Michael G. Combs | 14,043 | 1,038,119 | | CEO and President | | | | Mark E. Bertels | 2,550 | 198,836 | | Executive VP, Risk Management Services | | | | Maxim Shishin | 29,475 | 2,137,582 | | Chief Information Officer | | | | Brandon T. O’Brien | 8,950 | 665,612 | | Chief Financial Officer | | | | Jennifer L. Yoss | 9,795 | 648,550 | | V.P., Accounting | | |
Option Exercises and Stock Vested
| (1) Pursuant to SEC rules, the aggregate dollar value realized upon exercise of option awards is computed by multiplying the number of shares by the difference between the closing price of our common stock as reported by the Nasdaq Global Select Market on the applicable exercise dates and the exercise price of the applicable option awards. |
Pay Ratio
Pay Ratio
Pay Ratio
Pay Ratio Based on this information, the fiscal year 2025 ratio of the annual total compensation of our principal executive officer to the annual total compensation of our median employee was approximately 19:1.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” to our named executive officers (“
PEO
| (2) The table below provides the adjustments to the Summary Compensation Table total compensation made to arrive at the compensation actually paid to the PEO and the aver a ge compensation actually paid to the non-PEO NEOs: |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures In accordance with SEC rules, the charts below illustrate how “compensation actually paid” to our NEOs aligns with our Company’s financial performance as measured by our TSR, our peer group TSR, our net income and our earnings per share:
Compensation Actually Paid Compared to Total Stockholder Return
Compensation Actually Paid Compared to Total Stockholder Return
Compensation Actually Paid Compared to Net Income
Compensation Actually Paid Compared to Net Income
Compensation Actually Paid Compared to Earnings Per Share
Compensation Actually Paid Compared to Earnings Per Share
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation
Director Compensation Pursuant to our nonemployee director compensation program, for fiscal year 2025, each non-employee director received: (i) 23,000 for each Board meeting attended in person, (ii) $1,000 for each telephonic Board meeting attended, and (iii) $1,000 for each in-person or telephonic committee meeting attended (provided the committee meeting was not in conjunction with a duly convened Board meeting). The Chairman of the Audit Committee separately received an annual retainer of $4,000 for serving in that capacity and an additional $1,000 for each committee meeting attended. Except as indicated above, no nonemployee director received any cash retainers or fees for any other services provided to the Board or any committee during fiscal year 2025. Nonemployee directors are reimbursed for reasonable expenses incurred in connection with providing services to the Board, including expenses associated with attending Board and committee meetings. The nonemployee directors are eligible to receive annual grants of option awards, subject to the discretion of the Compensation Committee. Newly appointed nonemployee directors are eligible to receive initial onboarding grants of option awards, subject to the discretion of the Compensation Committee. On August 1, 2024, each non-employee director, other than Mr. Clemons and Ms. Burkey, was granted an annual option award to purchase 1,500 shares at an exercise price equal to the fair market value on the grant date. Each of these grants will become exercisable in four equal annual installments with the first such installment becoming exercisable on the first anniversary of the grant date, provided the director continues to provide service to us through the applicable vesting dates. On August 1, 2024, Mr. Clemons was granted an annual option award to purchase 2,250 shares subject to the same vesting terms. Mr. Clemons was granted a larger option award due to his executive officer role as Chairman of the Board as of the grant date. Ms. Burkey was appointed to the Board in August 2024. On August 1, 2024, Ms. Burkey was granted an initial onboarding option award to purchase 10,500 shares at an exercise price equal to the fair market value on the grant date in connection with her appointment to the Board. This grant will become exercisable in four equal annual installments with the first such installment to become exercisable twelve months following the grant date, provided Ms. Burkey continues to provide service to us through the applicable vesting dates. Ms. Burkey did not receive an annual option award during fiscal year 2025. On the date of the Annual Meeting, the Compensation Committee expects to grant to each nonemployee director who is then serving on the Board as of that date an option award to purchase an additional 1,500 shares at an exercise price equal to the fair market value on the grant date. Each of these grants will become exercisable in four equal annual installments with the first such installment becoming exercisable on the first anniversary of the grant date, provided the director continues to provide service to us through the applicable vesting dates. In the future, any adjustments to our non-employee director program will be approved by the Compensation Committee. Mr. Combs, our Chairman of the Board, Chief Executive Officer, and President is not eligible to receive additional compensation for service to the Board.
Director Compensation Table
Director Compensation Table The following table sets forth all compensation paid or awarded to our nonemployee directors during fiscal year 2025. The amounts set forth in the table have been calculated in accordance with applicable SEC rules, and do not necessarily reflect the amounts that have actually been paid to, or which may be realized by, our nonemployee directors.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | V. Gordon Clemons | $57,543(3) | $116,794 | $275(4) | $174,612 | | Joanna C. Burkey | 73,000 | 545,036 | — | 591,036 | | Steven J. Hamerslag | 98,000 | 77,862 | — | 175,862 | | Alan R. Hoops | 99,000 | 77,862 | — | 176,862 | | R. Judd Jessup | 106,000 | 77,862 | — | 183,862 | | Jeffrey J. Michael | 95,000 | 77,862 | — | 172,862 |
Director Compensation Table
| (1) Amounts reflect the grant date fair value of option awards calculated in accordance with ASC 718. For additional information regarding the assumptions used to determine the valuation of these option awards, see Note 3, Stock Options and Stock-Based Compensation, in the Notes to Consolidated Financial Statements included in our 2025 Annual Report. |
Director Compensation Table
| (2) As of March 31, 2025, the aggregate number of shares of common stock underlying option awards held by each of our non-employee directors was as follows: Mr. Clemons – 6,563; Ms. Burkey – 10,500 shares; Mr. Hamerslag – 27,000 shares, Mr. Hoops – 72,000 shares, Mr. Jessup – 72,000 shares, and Mr. Michael – 72,000 shares. |
Director Compensation Table
| (3) Consists of $51,000 of fees paid to Mr. Clemons as compensation for serving as a director and $6,543 paid to Mr. Clemons as salary for services provided in connection with his executive officer role as Chairman of the Board. On November 26, 2024, Mr. Clemons retired as Chairman of the Board and as a member of the Board. |
Director Compensation Table
| (4) Includes $162 of matching contributions paid by us under our 401(k) savings plan and $113 in annual premiums paid by us for the purchase of group term life insurance for the benefit of Mr. Clemons prior to his retirement. |