Maxim Shishin
About Maxim Shishin
Maxim Shishin, age 50, is CorVel’s Chief Information Officer, promoted in 2017 after joining the company in 2002; he previously led information systems and software engineering and holds master’s degrees in software engineering (Portland State University), financial management (Moscow State University of Management), and applied mathematics (Moscow Engineering Physics Institute), with a background in enterprise software architecture . During FY2025, CorVel delivered 13% revenue growth and a 27% increase in net income; TSR for an initial $100 investment measured at FY2025 equaled $200 versus peer group $96, with diluted EPS of $1.83, reflecting strong pay-for-performance context for Shishin’s incentive structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CorVel | Chief Information Officer | 2017–present | Enterprise technology leadership; systems architecture at scale |
| CorVel | Vice President, Information Systems | Feb 2015–Mar 2017 | Led information systems; operational technology delivery |
| CorVel | Director, Software Engineering | Jun 2014–Feb 2015 | Engineering leadership; product/platform development |
| CorVel | Software Development Manager | Feb 2009–Jun 2014 | Team management; build-out of enterprise software |
| CorVel | Senior Software Engineer | Aug 2002–Feb 2009 | Core engineering; platform foundations |
External Roles
No external directorships or roles disclosed for Shishin in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $286,535 | $289,467 | $300,883 |
| Non-Equity Incentive Plan Compensation ($) | $101,593 | $125,872 | $132,718 |
| All Other Compensation ($) | $2,341 | $2,806 | $2,879 |
| Total ($) | $464,667 | $668,549 | $556,620 |
| Annual Cash Incentive (Calendar Basis) | CY 2022 | CY 2023 | CY 2024 | CY 2025 |
|---|---|---|---|---|
| Target Bonus (% of Salary) | 50% | 50% | 50% | 50% |
| Actual Bonus (% of Salary) | 37.4% | 44.0% | 44.5% | — (pays after FY2026) |
Key design features:
- Shishin’s annual bonus weighting: 33% on overall financial performance and 67% on function-specific MBOs tied to operational optimization, productivity and revenue growth .
- Company exceeded key FY2025 financial targets (13% revenue growth, 27% net income increase), driving incentive payouts calibrated to corporate and MBO achievements .
Performance Compensation
Annual Cash Incentive Mechanics and Outcomes
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Overall financial performance (revenue, net income) | 33% of bonus | Targets not publicly disclosed | FY2025 exceeded; 13% revenue, 27% net income | CY2024 payout 44.5% of salary; CY2023 44.0%; CY2022 37.4% | Annual cash; paid post fiscal year |
| CIO MBOs (operational optimization, CIQ/NS functionality, cloud/text deployment) | 67% of bonus | Targets not publicly disclosed | Assessed annually; CY2024 achieved | Included in actual bonus % noted above | Annual cash; paid post fiscal year |
Notes:
- Performance targets for options and MBOs are competitively sensitive and not publicly disclosed; the Compensation Committee asserts rigor and alignment with earnings growth and shareholder value .
Equity Awards Granted (Mix: time-based and performance-based stock options)
| Grant Date | Type | Shares/Max | Exercise Price ($) | Vesting |
|---|---|---|---|---|
| Jan 14, 2025 | Performance-based options | Up to 2,500 | 110.18 | Earned based on earnings growth; five-year term |
| May 16, 2024 | Time-based options | 1,500 | 90.08 | 25% at 1-year cliff; remainder monthly over 3 years; five-year term |
Standard equity design and vesting:
- Options granted quarterly at fair market value; not timed around MNPI .
- Time-based: 25% cliff at 1 year; 36 equal monthly installments thereafter; five-year expiration .
- Performance-based: vest upon achievement of earnings growth criteria approved by Board/Comp Committee; five-year expiration .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 57,372 shares; <1% of shares outstanding |
| Insider exercises (FY2025) | 29,475 shares exercised; $2,137,582 value realized on exercise |
| Stock ownership guidelines | None for executive officers |
| Hedging policy | Company insider trading policy prohibits hedging transactions for directors/officers/employees |
| Pledging | Awards under the 2025 Plan are generally non-transferable, including a prohibition on pledging plan awards; no disclosure of share pledging by Shishin |
Outstanding equity awards (as of Mar 31, 2025):
- Performance-based unearned options: 2,500 shares @ $110.18 (exp. 1/14/2030) ; 6,300 @ $66.85 (exp. 11/2/2028) ; 3,600 @ $52.00 (exp. 11/3/2027) .
- Unexercisable time-based options: 1,500 @ $90.08 (exp. 5/16/2029) ; 906 @ $74.09 (exp. 8/10/2028) ; 438 @ $49.63 (exp. 5/12/2027) ; 234 @ $52.65 (exp. 8/5/2026) ; 99 @ $39.83 (exp. 5/6/2026) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None; executives are at-will and serve at Board discretion |
| Severance | No severance except in connection with change-in-control equity treatment; no cash severance |
| Change-in-control equity | Under Omnibus Incentive Plan, options generally accelerate immediately prior to change-in-control unless assumed/replaced or cash-preserved by successor; Committee can provide acceleration in CIC or post-CIC termination scenarios |
| Estimated CIC acceleration value | For Shishin: 49,629 shares subject to accelerated vesting; value $3,605,396 (at 3/31/2025 stock price) |
| Repricing | Repricing of options/SARs prohibited without shareholder approval under the 2025 Plan |
| Clawback | Clawback policy compliant with SEC/Nasdaq; applies to incentive-based comp tied to financial reporting for 3 prior FYs if restatement required |
| Hedging/Insider policy | Hedging prohibited; insider trading policy and open-window grant practices disclosed |
Compensation Structure Context
| Topic | Detail |
|---|---|
| Equity vehicle mix | Options only in FY2023–FY2025; time- and performance-based grants linked to earnings growth |
| Cash vs equity | Salary kept modest; equity is a meaningful component; annual bonuses tied to performance |
| Market benchmarking | No formal peer group; Committee references Alera Group survey and generally considers 50th percentile levels; judgment-based calibration |
| Say-on-pay | 92% approval at 2023 annual meeting, reflecting strong shareholder support |
| Burn rate/overhang | 3-yr avg burn rate 0.51%; options outstanding 1,185,727 at $51.07 WAEP, remaining available 1,621,884 shares across plans as of 3/31/2025 |
Performance & Track Record (Company context during Shishin’s tenure)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| TSR: value of $100 investment ($) | 188 | 309 | 349 | 256 | 200 |
| Peer group TSR ($) | 149 | 124 | 116 | 85 | 96 |
| Net income ($000s) | 46,356 | 66,410 | 66,365 | 76,252 | 95,165 |
| Diluted EPS ($) | 0.85 | 1.22 | 1.26 | 1.47 | 1.83 |
Highlights:
- FY2025 corporate performance included 13% revenue growth and 27% net income growth, supporting incentive payouts and option performance alignment .
- CIO function MBOs emphasize CERIS optimization, network development, cloud migration, and enterprise technology improvements—consistent with Shishin’s systems and architecture expertise .
Risk Indicators & Red Flags
- Hedging prohibited; no disclosure of pledging or related-party transactions for Shishin in proxy .
- No individual employment agreement or guaranteed severance; change-in-control value predominantly from option acceleration (governance-positive vs cash parachutes) .
- Option exercises in FY2025 (29,475 shares; $2.14M value realized) could indicate potential liquidity/selling pressure around exercises, warranting monitoring of future Form 4 filings .
Investment Implications
- Alignment: Heavy use of performance-vested options tied to earnings growth and meaningful annual MBO weighting suggests strong linkage between Shishin’s pay and operational outcomes; lack of RSUs shifts risk to upside realization only on price appreciation .
- Retention risk: No employment agreement or cash severance; retention relies on ongoing option grants and unvested equity—monitor option balances and vesting cadence; CIC terms grant acceleration primarily via option treatment, not cash .
- Trading signals: FY2025 option exercises of 29,475 shares and realized value of ~$2.14M merit continued surveillance for insider selling trends via Form 4s to gauge pressure from vesting/exercises .
- Governance posture: No executive stock ownership guidelines and no hedging permitted; committee prohibits repricing and maintains SEC/Nasdaq clawback compliance—positive on discipline, neutral-to-negative on ownership guideline absence .