Steven Hamerslag

About Steven J. Hamerslag

Independent director at CorVel since 1991, age 68. Managing Partner of TVC Capital (since Apr 2006) with 40+ years building and leading technology companies; previously CEO of j2 Global Communications (1999–2001) and MTI Technology (1987–1996). He holds a BA in Economics from UC Berkeley and is designated an Audit Committee Financial Expert by CorVel’s Board .

Past Roles

External Roles

Board Governance

• Independence: Board determined Hamerslag is independent under SEC and Nasdaq rules .
• Committee assignments (FY2025): Audit Committee (member; AC Financial Expert); Nomination & Governance Committee (member). Not on Compensation Committee .
• Committee chair roles: None (Audit chaired by R. Judd Jessup; Nom & Gov chaired by Jeffrey J. Michael) .
• Attendance: Board held 6 meetings in FY2025; all directors other than Mr. Clemons and Ms. Macino attended 100% of Board and committee meetings—implying Hamerslag had 100% attendance .
• Committee activity: Audit Committee met 4 times (telephonic) in FY2025; Nomination & Governance met once .
• Executive sessions: Independent directors hold executive sessions at least twice per year; the Board is majority independent and declassified (annual elections) .
• 2025 shareholder vote: Re-elected with 44,867,024 votes “For,” 2,544,450 “Withheld,” broker non-votes 1,630,174 .

Fixed Compensation

• Director fee policy (FY2025): $23,000 per in‑person Board meeting; $1,000 per telephonic Board meeting; $1,000 per committee meeting (unless held with a Board meeting). Audit Committee Chair retainer: $4,000 plus $1,000 per audit meeting (Hamerslag is not chair) .

Performance Compensation

• Equity structure for non‑employee directors: Annual stock option grants (typical 1,500 shares), exercise price at FMV on grant date, vesting in four equal annual installments; directors also expected to receive an additional 1,500‑share option grant on the Annual Meeting date (subject to service). New directors may receive an onboarding grant (e.g., Burkey received 10,500 options in 2024) .
• Repricing prohibited without shareholder approval (plan feature) .
• Change‑in‑control: Non‑employee director awards accelerate (become fully exercisable) in a corporate transaction (subject to Committee approval) .
• Clawback: All awards are subject to any company clawback/recoupment policy and legal requirements .

Additional equity context:

• Options outstanding (as of Mar 31, 2025): 27,000 shares underlying options .

Recent grant cadence:

• Aug 1, 2024: Annual 1,500‑share option grant to each non‑employee director (other than Clemons and Burkey) at FMV; vests 25% annually over 4 years .
• Expected on Annual Meeting date: Additional 1,500‑share option grant at FMV; same vesting schedule .

Other Directorships & Interlocks

• Nomination & Governance Committee composition: Hamerslag (member) and Jeffrey J. Michael (Chair). Michael is also a major shareholder (see ownership below), which concentrates influence over board nominations .
• Compensation Committee: Hoops (Chair) and Michael; no external compensation consultant historically (uses Alera Group survey data) .

Expertise & Qualifications

• Audit Committee Financial Expert (Item 407(d), Reg S‑K) designation by the Board .
• Deep technology operating expertise; CEO experience at two public technology companies; venture investor (TVC Capital) .
• Education: BA, Economics, University of California, Berkeley .

Equity Ownership

Policy notes:

• Company prohibits hedging of company securities; pledging is not disclosed in the proxy .
• No minimum stock ownership guidelines disclosed for executive officers; the proxy does not specify director ownership guidelines .

Governance Assessment

• Strengths

  • Independent director with long tenure and technology/operator background; designated AC Financial Expert—enhances financial oversight .
  • 100% attendance in FY2025 indicates active engagement; Board holds regular independent executive sessions .
  • Equity alignment via annual option grants; option repricing prohibited; awards subject to clawback/recoupment .
  • Shareholder support: Re-elected in 2025 with 44.9M “For” votes vs. 2.5M “Withheld” .

• Watch items / potential red flags

  • Nomination & Governance Committee is two members—Jeffrey J. Michael (Chair) and Hamerslag—while Michael beneficially owns or controls a large stake (Corstar 36.71%; combined 37.86% as of Mar 31, 2025), concentrating influence over director nominations and governance policies .
  • Non‑employee director equity awards accelerate on change‑in‑control (single‑trigger vesting), which can be viewed as less shareholder‑friendly than double‑trigger structures .
  • Meeting‑based cash compensation ($23,000 per in‑person Board meeting) may skew director pay toward meeting cadence rather than fixed retainers; oversight is needed to ensure pay reflects responsibilities rather than volume .

• Related‑party and conflicts check

  • Audit Committee oversees related‑party transactions; the proxy reports no related‑person transactions >$120,000 since Apr 1, 2023 .

• Shareholder engagement and votes

  • 2025 Annual Meeting: Director elections and 2025 Stock Incentive Plan approved; Hamerslag’s vote totals shown above .