Jeffrey Michael
About Jeffrey J. Michael
Independent director of CorVel Corporation; age 68; serving since September 1990. President, Chief Executive Officer, and Director of Corstar Holdings, Inc. since December 1999. Holds a bachelor’s degree in economics and a master’s degree in finance from Northwestern University. The Board cites his operational/strategic background and public company experience as core credentials supporting his directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CorVel Corporation | Director | Since Sep 1990 | Current member, Compensation Committee; Chair, Nomination & Governance Committee |
| Corstar Holdings, Inc. | President, CEO & Director | Since Dec 1999 | Leads CorVel’s significant stockholder; stewardship of large equity stake |
| Michael Family Grantor Trust | Trustee | Not specified | Trust is sole shareholder of Corstar; establishes effective control path over CorVel stake |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in latest proxy |
Board Governance
- Committee assignments: Compensation Committee member; Nomination & Governance Committee chair. Audit Committee members are Burkey, Hamerslag, Hoops, and Jessup; Jessup chairs Audit .
- Independence: Board determined Michael is independent under SEC and Nasdaq standards (including Rule 10A‑3 and Rule 10C‑1 considerations) .
- Attendance: Board held six meetings in FY2025; Michael attended 100% of Board and committee meetings on which he serves (only Clemons and Macino were <75%) .
- Engagement: Independent directors hold executive sessions at least twice annually; committee charters posted publicly .
Fixed Compensation
| Component | FY2025 Terms | Notes |
|---|---|---|
| Board meeting fee (in-person) | $23,000 per meeting | Applies to non-employee directors |
| Board meeting fee (telephonic) | $1,000 per meeting | — |
| Committee meeting fee | $1,000 per meeting (in-person or telephonic, if not conjoint with Board meeting) | — |
| Audit Committee Chair retainer | $4,000 annually + $1,000 per Audit Committee meeting | Jessup as chair in FY2025 |
| Other retainers | None | CEO/Chairman Combs not eligible for Board pay |
| Director | Fees Earned ($) | All Other ($) | Total Cash ($) |
|---|---|---|---|
| Jeffrey J. Michael | $95,000 | — | $95,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Stock Options (Annual) | Aug 1, 2024 | 1,500 | FMV on grant date | 4 equal annual installments, first on 1st anniversary | Included in director table total |
| Stock Options (Expected) | Annual Meeting date (Aug 7, 2025) | 1,500 (expected) | FMV on grant date | 4 equal annual installments | — |
| Aggregate Options Held (as of Mar 31, 2025) | — | 72,000 underlying shares | — | — | — |
- FY2025 option award grant-date fair value recognized for Michael: $77,862 (ASC 718) .
- Change-of-control: vesting of all awards granted to non-employee directors accelerates and becomes fully exercisable upon a Corporate Transaction, subject to Committee approval .
- Clawback: All awards subject to any company clawback/recoupment policy adopted by the Board or required by law .
Other Directorships & Interlocks
| Category | Details | Governance Signal |
|---|---|---|
| Significant shareholder affiliation | Michael is President & CEO of Corstar, which beneficially owns 36.71% of CorVel (18,852,108 shares) | Affiliation with controlling/large holder |
| Compensation Committee interlocks | Michael served on Compensation Committee; disclosure notes his leadership role at >10% beneficial owner | Potential conflict; Board maintains independence determination |
| Related-person transactions | Audit Committee policy requires approval/ratification; no related-person transactions >$120,000 since Apr 1, 2023 (beyond executive comp) | No RPTs disclosed |
Expertise & Qualifications
- Education: BA in Economics; MS in Finance (Northwestern University) .
- Board rationale: Operational/strategic experience; leadership of significant stockholder; extensive public company experience .
Equity Ownership
| Holder/Capacity | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jeffrey J. Michael (total) | 19,467,645 | 37.86% (out of 51,359,544) | Includes Corstar holdings |
| Corstar Holdings, Inc. | 18,852,108 | 36.71% | Shares voting/dispositive power shared with Michael per Schedule 13G/A |
| Michael – direct | 551,787 | — | Directly owned shares |
| Michael – options (exercisable within 60 days) | 63,750 | — | Counted in beneficial ownership |
| Hedging/Pledging | Hedging prohibited by insider trading policy; award transferability prohibits pledging of awards | No pledging of common shares disclosed |
Footnote: Michael is trustee of the Michael Family Grantor Trust, the sole shareholder of Corstar, and may be deemed to beneficially own Corstar’s shares; he disclaims beneficial ownership except to any indirect pecuniary interest .
Shareholder Vote Support (Director Elections)
| Annual Meeting | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Aug 7, 2025 | 40,028,742 | 7,382,732 | 1,630,174 |
| Aug 1, 2024 | 13,752,652 | 2,370,742 | 357,954 |
| Aug 10, 2023 | 8,717,618 | 5,849,536 | 732,065 |
Governance Assessment
- Positives:
- Strong engagement: 100% attendance across Board and committee meetings; active leadership as Nomination & Governance chair .
- Alignment via substantial ownership: 37.86% beneficial interest aligns incentives with long-term value creation; hedging prohibited .
- Committee independence: Board affirmatively determined independence under Nasdaq/SEC rules; all standing committees comprised solely of independent members .
- Risks/RED FLAGS:
- Affiliation conflict: As CEO of Corstar, a >10% beneficial owner, serving on Compensation Committee presents potential conflict; Board disclosure recognizes affiliation (interlocks) .
- Change-of-control acceleration: Director awards accelerate on corporate transactions, which can be perceived as entrenchment risk if not carefully managed .
- Concentration of influence: Trustee role over trust that controls Corstar heightens control dynamics and scrutiny on related-party safeguards; however, no RPTs >$120k disclosed in period .
Overall signal: High ownership and consistent attendance support investor confidence, but compensation committee participation alongside controlling shareholder affiliation warrants continued monitoring of independence rigor, pay decisions, and related-party safeguards .