Brandon O'Brien
About Brandon O'Brien
Brandon T. O’Brien (age 45) is CorVel’s Chief Financial Officer (Principal Financial Officer) and has served in the role since October 2018; he has been with CorVel since 2003 in finance and operating roles, and holds a B.S. in Business Administration from the University of Southern California . In fiscal 2025, CorVel delivered 13% revenue growth and 27% net income growth; over recent years, total shareholder return (value of $100) was $200 in FY2025, $256 in FY2024, and $349 in FY2023, contextualizing a pay-for-performance posture that emphasizes equity options and MBO-linked cash bonuses . The company prohibits hedging by insiders and maintains a Dodd-Frank–compliant clawback; there are no executive stock ownership guidelines, a modest alignment gap offset by option-heavy incentives tied to earnings growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CorVel | Chief Financial Officer (Principal Financial Officer) | Oct 2018 – Present | Finance leadership, MBO-linked performance oversight, equity program participant . |
| CorVel | Area Vice President | 2015 – 2018 | Field operations/financial leadership across business units . |
| CorVel | Vice President, Business Operations | 2010 – 2015 | Operational execution and financial visibility initiatives . |
| CorVel | Director of Finance, Enterprise Comp | 2007 – 2010 | Enterprise compensation/finance analytics . |
| CorVel | Manager of Analytics | 2006 – 2007 | Analytics capabilities supporting operations and finance . |
External Roles
No external public company directorships or outside board roles were disclosed for O’Brien in the proxy biography section .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 271,016 | 273,743 | 284,504 |
| All Other Compensation ($) | 2,279 | 2,777 | 2,848 |
| 401(k) Match Included in “All Other” ($) | 2,025 | 2,250 | 2,300 |
| Company-Paid Life Insurance Included in “All Other” ($) | 254 | 527 | 548 |
Notes:
- CorVel offers broad-based perquisites (401(k) with discretionary match, ESPP at 5% discount, health/life insurance) and does not provide pension or non-qualified deferred compensation for executives .
Performance Compensation
Annual Cash Incentive (MBO Framework)
- Annual cash incentives are MBO- and financial-performance–based; O’Brien’s target and realized payout percentages by calendar performance year are below (paid following fiscal year-end per proxy methodology) .
| Calendar Year (Performance) | Target Bonus (% of Salary) | Actual Bonus (% of Salary) | MBO Themes (Selected) |
|---|---|---|---|
| 2022 | 40% | 33.2% | Invoicing; pricing insights; macro/micro financials |
| 2023 | 40% | 29.8% | CERIS profitability analysis; financial visibility; automation; revenue leakage mitigation |
| 2024 | 40% | 36.8% | P&C sales growth; financial-level improvements |
| 2025 | 40% (target) | — (not yet paid) | P&C sales growth; financial-level improvements |
- Actual annual cash incentive dollars reported in SCT: FY2023 $85,709; FY2024 $80,701; FY2025 $103,788 .
Equity Awards (Grants in FY2025)
- CorVel grants a mix of time-based options (25% cliff at 1 year, then 36 equal monthly installments; 5-year term) and performance-based options tied to undisclosed earnings growth criteria considered “rigorous” .
| Grant Date | Award Type | Shares/Max (#) | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting / Notes |
|---|---|---|---|---|---|
| 5/16/2024 | Time-based stock options | 750 | 90.08 | 20,208 | 25% at 1-year, then monthly over 36 months; 5-year term |
| 1/14/2025 | Performance-based stock options | 2,000 (max) | 110.18 | 63,779 | Vests on achievement of earnings growth targets (undisclosed); 5-year term |
Compensation Outcomes (SCT Components)
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Option Awards ($) | 65,996 | 150,702 | 83,987 |
| Non-Equity Incentive Plan Comp ($) | 85,709 | 80,701 | 103,788 |
| Total Compensation ($) | 424,999 | 507,923 | 475,127 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Brandon T. O’Brien | 29,680 | <1% (of 51,359,544 outstanding) |
Notes:
- Percentages are computed per SEC rules and include options exercisable within 60 days; figure is <1% for O’Brien .
- No minimum stock ownership guidelines are in place for executive officers .
- Insider trading policy prohibits hedging by employees, officers, and directors .
- Under the 2025 Stock Incentive Plan, awards are generally non-transferable (may not be sold, pledged, assigned, etc., except by will or laws of descent) .
Option Exercises in FY2025 (Liquidity/Pressure Signal)
| Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) |
|---|---|---|
| Brandon T. O’Brien | 8,950 | 665,612 |
Outstanding Equity Awards at FY-End (March 31, 2025)
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|
| — | — | 110.18 | 1/14/2030 | 2,000 performance-based options (unearned) |
| — | 750 | 90.08 | 5/16/2029 | Time-based grant |
| 1,373 | — | 66.85 | 11/2/2028 | Plus 3,675 perf-based unearned |
| 417 | 633 | 74.09 | 8/10/2028 | Time-based |
| 1,569 | — | 52.00 | 11/3/2027 | Plus 3,000 perf-based unearned |
| 1,062 | 438 | 49.63 | 5/12/2027 | Time-based |
| 5,847 | — | 65.72 | 12/8/2026 | Time-based |
| 2,118 | 93 | 39.83 | 5/6/2026 | Time-based |
| 1,250 | — | 29.23 | 11/5/2025 | Time-based |
Notes:
- Performance-based options vest on achievement of earnings growth criteria approved by the Board/Compensation Committee; targets are not publicly disclosed .
Employment Terms
- Employment: Executive officers, including O’Brien, have no individual employment agreements and are employed at-will .
- Severance: No severance payments/benefits except in connection with a change-in-control transaction .
- Change-in-Control Mechanics: Options generally accelerate immediately before the transaction unless assumed/replaced; committee retains authority to provide CIC-related acceleration .
Potential Payments on CIC Termination (as of March 31, 2025)
| Name | Cash ($) | Shares Subject to Accelerated Vesting (#) | Value of Accelerated Option Vesting ($) |
|---|---|---|---|
| Brandon T. O’Brien | — | 13,636 | 764,697 |
Other governance terms:
- Repricing of options/SARs without stockholder approval is prohibited under the 2025 Plan .
- Clawback: Company maintains a policy compliant with Exchange Act Section 10D/Nasdaq to recoup incentive-based pay after material restatements (three-year lookback) .
Compensation Committee Analysis (Design, Benchmarks, Say-on-Pay)
- Design: Three pillars—base salary, annual performance-based cash (MBO + financials), and long-term equity (options) .
- Metrics: Annual incentives tied to revenue growth, net income, margin expansion, client retention, and strategic initiatives (e.g., CERIS, AI, P&C growth) .
- Equity Mix: Time- and performance-based stock options; earnings-growth criteria determine vesting for performance options .
- Market Data: Committee references managed care peers using data compiled by Alera Group (peer names not disclosed) .
- Committee Membership (Board table): Compensation Committee includes Jeffrey J. Michael and Alan R. Hoops (independent directors) .
- Say-on-Pay: ~92% approval at 2023 annual meeting, reinforcing continuity of design .
Performance & Track Record Context
| Fiscal Year | TSR: Value of $100 (Company) | TSR: Value of $100 (Peer Group) | Net Income ($000s) | Diluted EPS ($) |
|---|---|---|---|---|
| 2021 | 188 | 149 | 46,356 | 0.85 |
| 2022 | 309 | 124 | 66,410 | 1.22 |
| 2023 | 349 | 116 | 66,365 | 1.26 |
| 2024 | 256 | 85 | 76,252 | 1.47 |
| 2025 | 200 | 96 | 95,165 | 1.83 |
- FY2025 operational highlights used in incentive determinations include 13% revenue growth and 27% net income increase, alongside progress in CERIS platform expansion and AI deployment .
Risk Indicators & Red Flags
- Hedging prohibited for insiders (alignment positive) .
- No executive stock ownership guidelines (alignment gap) .
- Repricing prohibited without shareholder approval (governance positive) .
- Section 16 compliance: one late Form 4 (single transaction) for O’Brien on May 16, 2024 (process risk, low severity) .
- Post-employment: No general severance; CIC acceleration of equity only (retention may rely on unvested/options value) .
Equity Ownership & Alignment Summary
- Beneficial ownership: 29,680 shares; <1% of outstanding .
- Vested/unvested/options: Substantial outstanding options across vintages with 2026–2030 expirations; performance-vested tranches tied to earnings growth .
- Option exercise activity: 8,950 shares exercised in FY2025; $665,612 value realized (potential supply overhang consideration if monetized) .
- Policies: Hedging prohibited; awards non-transferable/non-pledgeable; no disclosed pledging prohibition for already-owned shares; no ownership guidelines .
Employment Terms (Key Economics)
- At-will employment; no individual employment agreement .
- No severance multiples, tax gross-ups, or deferred compensation disclosed; no pension/SERP .
- CIC: Full option acceleration unless awards are assumed/replaced; no separate cash severance; estimated acceleration value for O’Brien: $764,697 on 13,636 shares as of 3/31/25 .
Investment Implications
- Pay-for-performance alignment is anchored in stock options (time- and performance-vested) with earnings-growth triggers; this leverages upside to shareholder value creation while maintaining cost discipline, aided by strong recent fundamentals (rev +13%, NI +27%) .
- Alignment gaps include absence of stock ownership guidelines and sub-1% personal stake, partly mitigated by rigorous performance-vesting and anti-hedging policy; monitor future grants and net share retention to gauge increasing “skin in the game” .
- Insider supply/trading: FY2025 option exercises (8,950 shares; $665,612 realized) and a laddered option expiry profile through 2030 suggest periodic exercise-driven liquidity; however, repricing prohibitions and 5-year terms constrain opportunism and encourage performance-focused vesting .
- Retention and CIC dynamics: No cash severance and equity-only CIC benefits concentrate economics in unvested options and performance targets—supportive of retention in normal course, but with potential turnover risk in a low-ownership, option-heavy framework if equity becomes deeply out-of-the-money .
- Governance signals: High prior say-on-pay approval (92%) and explicit clawback bolster governance quality; continue to watch Section 16 timeliness and any evolution toward RSUs/ownership guidelines that could alter risk-reward balance for executives and investors .