Alan Hoops
About Alan R. Hoops
Alan R. Hoops (age 77) is an independent director of CorVel, serving on the Board since 2003. He brings 46 years of healthcare and managed care operating experience, including CEO roles at PacifiCare and CareMore, and currently serves as Executive Chairman of Health Essentials. He holds a B.A. in psychology (UCLA) and an M.H.A. (University of Washington). The Board determined he is independent under Nasdaq and SEC rules; he attended 100% of Board and committee meetings in fiscal 2025. He currently serves on the Audit Committee and is Chair of the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Essentials | Executive Chairman | 2012–present | Physician medical group specializing in hospice, pharmacy, DME; extensive managed care oversight |
| CareMore California Health Plan | Chairman & Chief Executive Officer | 2006–2012 | Led HMO operations and strategy |
| PacifiCare Health Systems, Inc. | Chief Executive Officer & Director | 1993–2000 | Public company CEO; significant operational and strategic leadership in managed care |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed (past 5 years) | — | — | The 2025 proxy lists no current public company directorships for Mr. Hoops |
Board Governance
- Independence: Board affirmed Mr. Hoops is independent under Nasdaq and SEC rules .
- Committees: Audit Committee member (chair: R. Judd Jessup); Compensation Committee Chair (member: Jeffrey J. Michael) .
- Attendance: 100% attendance in fiscal 2025; all directors (other than two named) met the 75% threshold; all directors attended the 2024 annual meeting .
- Board structure: Declassified board; five of six directors independent; independent-only executive sessions at least twice per year; Lead Independent Director (R. Judd Jessup) designated since the Chair/CEO is not independent .
Fixed Compensation (Director)
| Element | Amount/Terms | FY2025 Hoops Actual |
|---|---|---|
| Board meeting fees (in-person) | $23,000 per in-person Board meeting | Included in cash line below |
| Board meeting fees (telephonic) | $1,000 per telephonic Board meeting | Included in cash line below |
| Committee meeting fees | $1,000 per committee meeting (in-person or telephonic, if not in conjunction with a Board meeting) | Included in cash line below |
| Audit Committee Chair retainer | $4,000 annually, plus $1,000 per Audit Committee meeting | Not applicable to Hoops (he is Compensation Chair) |
| Cash fees received (Hoops) | — | $99,000 |
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares/Instrument | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Annual non-employee director option grant (Hoops) | Aug 1, 2024 | 1,500 options | 4 equal annual installments starting 12 months post grant, subject to continued service | $77,862 |
| Expected annual grant at 2025 Annual Meeting (policy) | Meeting date | 1,500 options per non-employee director | Same 4-year ratable vest | Policy expectation disclosed |
Notes:
- Non-employee director awards are capped at $1.0 million grant-date fair value per year (2x cap in first year of service) .
- Director equity (and all awards under the 2025 Plan) is subject to clawback/recoupment per the Company’s policy or as required by law .
- Change in control: Compensation Committee may provide for acceleration; for non-employee directors, vesting can accelerate in connection with a change in control subject to Committee approval .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee composition/interlocks | Compensation Committee comprised of Alan R. Hoops (Chair) and Jeffrey J. Michael; no member was an employee or officer of CorVel in FY2025; no executive officer served on another company’s board/compensation committee that included a CorVel executive (no interlocks) |
| Significant shareholder involvement | Jeffrey J. Michael (President & CEO of Corstar Holdings, beneficial owner of ~36.7%) serves on the Compensation and Nominating & Governance Committees; Board deems him independent under Nasdaq/SEC rules |
Expertise & Qualifications
- 46 years of healthcare/managed care leadership; former CEO and director of PacifiCare; former Chairman/CEO of CareMore; Executive Chairman of Health Essentials .
- Degrees: B.A. Psychology (UCLA); Master’s in Health Administration (University of Washington) .
- Board skills: deep operational/strategic healthcare expertise; compensation oversight (Compensation Committee Chair); audit oversight (Audit Committee member) .
Equity Ownership
| Holder | Beneficial Ownership Detail | Shares | % Outstanding |
|---|---|---|---|
| Alan R. Hoops | Total beneficial ownership | 201,651 | <1% |
| Indirect – irrevocable family trust | 118,213 | — | |
| Direct | 19,688 | — | |
| Options exercisable within 60 days (included in total) | 63,750 | — | |
| Options outstanding (aggregate, as of 3/31/2025) | 72,000 | — | |
| Policy notes | Hedging prohibited by insider trading policy; no pledging policy disclosed in the proxy | — | — |
Related-Party & Conflicts Review
- Related-party transactions: Audit Committee reviews/approves per written policy; none since April 1, 2023 meeting Item 404 thresholds were disclosed as occurring or proposed .
- Committee independence: All standing committees consist of fully independent directors per Nasdaq standards .
- Potential optics: Mr. Hoops chairs Compensation while a major shareholder (Jeffrey J. Michael of Corstar) serves as the other member; Board nonetheless determines both are independent under applicable rules .
Governance Assessment
- Strengths:
- Extensive industry and governance experience; Compensation Chair plus Audit member enhances oversight breadth .
- Strong engagement: 100% attendance; independent executive sessions held at least twice yearly .
- Clear director pay program and modest annual equity grant size; director awards subject to clawback .
- Watch items / potential red flags:
- Long tenure (Board service since 2003) may raise independence-perception concerns for some investors despite formal independence determination .
- Compensation Committee composition combines the Chair (Hoops) with a significant shareholder (Jeffrey J. Michael), which can present optics risks even as the Board asserts independence and discloses no interlocks .
- Change-in-control treatment allows director award acceleration (subject to Committee approval), which some investors scrutinize for alignment .
Director Compensation (FY2025) – Summary
| Metric | Amount |
|---|---|
| Cash fees (Board/committee meetings) | $99,000 |
| Option awards (grant-date fair value) | $77,862 |
| Total | $176,862 |
| Program detail (per meeting/retainers) | $23,000 per in-person Board meeting; $1,000 per telephonic Board or any committee meeting; Audit Chair: $4,000 annual retainer + $1,000 per Audit meeting |
Additional Context
- Board declassified; five of six directors independent; Lead Independent Director designated given combined Chair/CEO roles .
- Say-on-pay: prior strong shareholder support (~92% approval at 2023 annual meeting) indicates general investor alignment with compensation governance framework (company-wide context) .
- Committee charters and governance materials available on company website as referenced in the proxy .