Judd Jessup
About R. Judd Jessup
R. Judd Jessup is an independent director of CorVel Corporation, serving on the Board since August 1997. He is age 77, holds a bachelor’s in biology from Knox College and an MBA in marketing from the University of Denver, and has 44 years of healthcare and managed care experience, including CEO roles and Audit Committee chair experience. He currently serves as CorVel’s Lead Independent Director and chairs the Audit Committee, reflecting governance leadership and financial oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CombiMatrix Corporation (molecular diagnostics) | Chief Executive Officer | Aug 2010–Mar 2013 | Executive leadership; later director service through Nov 2017 |
| U.S. LABS (cancer diagnostics/genetic testing) | Chief Executive Officer | 2002–2005 | Executive leadership |
| FHP International Corporation (diversified health care) | President, HMO Division | 1994–1996 | Operational leadership |
| TakeCare, Inc. (public HMO) | President | 1987–1994 | Led multi-state HMO until acquired by FHP |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CombiMatrix Corporation | Director | Aug 2010–Nov 2017 | Public company director experience |
| Xifin, Inc. (laboratory billing systems) | Director | Jan 2006–Aug 2013 | Private company governance |
| Superior Vision Services (managed vision care) | Director | Dec 2007–Apr 2012 | Private company governance |
| Accentcare | Director | Oct 2005–Feb 2008 | Private company governance |
Board Governance
- Independence: The Board determined Mr. Jessup is “independent” under Nasdaq and SEC rules; all standing committees consist of fully independent members .
- Lead Independent Director: Designated Lead Independent Director with defined responsibilities (chairs independent director meetings; conduit between independent directors and CEO; reviews committee purposes via N&G; governance resource), enhancing board balance while CEO also serves as Chair .
- Committee Assignments: Audit Committee chair; Audit members are Burkey, Hamerslag, Hoops, and Jessup (chair); the committee held four telephonic meetings in FY2025; Hamerslag designated “audit committee financial expert” .
- Attendance: The Board held six meetings in FY2025; all directors other than Clemons and Macino attended ≥75%; all others (including Jessup) attended 100% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive Sessions: Independent directors hold separate executive sessions at least twice a year .
Fixed Compensation (Non‑Employee Director Program, FY2025)
| Component | Amount/Term | FY2025 Jessup Actual |
|---|---|---|
| In‑person Board meeting fee | $23,000 per meeting | Included in Fees Earned |
| Telephonic Board meeting fee | $1,000 per meeting | Included in Fees Earned |
| Committee meeting fee | $1,000 per meeting (if not in conjunction with a Board meeting) | Included in Fees Earned |
| Audit Committee Chair retainer | $4,000 annually; +$1,000 per committee meeting | Included in Fees Earned |
| Fees Earned or Paid in Cash (FY2025) | — | $106,000 |
| Reimbursement | Reasonable expenses for Board/committee service | Policy applies |
Performance Compensation (Non‑Employee Director Equity, FY2025)
| Item | Detail |
|---|---|
| Equity vehicle (FY2025) | Annual stock options for non‑employee directors; newly appointed directors may receive onboarding options (no RSUs granted to directors in FY2025) |
| Grant date | Aug 1, 2024 (annual grant) |
| Shares granted to Jessup | 1,500 options (annual award) |
| Exercise price | Fair market value on grant date |
| Vesting | Four equal annual installments; first vests on 1st anniversary, subject to continued service |
| Expected grant at Annual Meeting | Additional 1,500 options to each serving non‑employee director on meeting date, FMV exercise price; vest over four years |
| Option Awards (grant‑date fair value, FY2025) | $77,862 |
| Aggregate options held (as of Mar 31, 2025) | 72,000 shares underlying option awards (Jessup) |
| Director award cap (Plan) | ≤$1,000,000 grant‑date fair value per calendar year; doubled in first year of service |
No director performance metrics (e.g., revenue/EBITDA/TSR) are disclosed for director equity; director options are time‑based and service‑conditioned .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond CorVel . |
| Prior public company boards | CombiMatrix Corporation (director) . |
| Compensation committee interlocks (Board‑level context) | Compensation Committee members in FY2025 were Hoops (Chair) and Michael; Michael is CEO of Corstar, a ≥10% beneficial owner. No executive officers served on other companies’ boards/comp committees creating interlocks; Jessup is not on the Compensation Committee . |
Expertise & Qualifications
- Senior leadership across healthcare services, managed care, diagnostics; extensive operational and financial oversight experience, including service as Audit Committee chair .
- Education: BS Biology (Knox College); MBA Marketing (University of Denver) .
- Board‑level financial literacy; Audit Committee composed entirely of independent members; Hamerslag designated “financial expert” complements Jessup’s chair role .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned (as of Mar 31, 2025) | 186,081 shares |
| Ownership as % of outstanding | Less than 1% (51,359,544 shares outstanding) |
| Options outstanding (underlying shares) | 72,000 |
| Hedging policy | Company policy prohibits hedging by directors/officers/employees |
| Pledging of shares | Not disclosed; no related‑person transactions identified since Apr 1, 2023 |
Insider Trades (Disclosure Highlights)
| Date | Filing | Notes |
|---|---|---|
| Aug 8, 2024 | Form 4 | One transaction; inadvertently filed late (Section 16(a) disclosure) |
Governance Assessment
- Strengths: Independent status; Lead Independent Director role with defined responsibilities mitigates combined CEO/Chair structure; Audit Committee chaired by Jessup, fully independent with robust oversight; 100% meeting attendance by Jessup in FY2025; hedging prohibited; no related‑party transactions involving directors since Apr 1, 2023 .
- Alignment: Meaningful personal share ownership (186,081) plus long‑tenured governance role; director compensation balanced between meeting‑based cash and modest annual options (1,500 shares; $77,862 fair value) .
- Watch items: Board’s Compensation Committee includes a major shareholder (Michael/Corstar ≥10%), which can raise perception risk on pay decisions (though Jessup is not on that committee); one late Form 4 by Jessup indicates minor compliance lapse but disclosed as inadvertent .
- Overall: Jessup’s long tenure, audit leadership, and Lead Independent Director role support board effectiveness and investor confidence, with low conflict exposure and strong attendance; continued focus on compensation committee independence optics is prudent at the board level .