Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Transition of Chief Executive Officer and President; Appointment as Executive Chair Michael G. Combs, the Chief Executive Officer, President, and Chairman of the Board of Directors (the “Board”) of CorVel Corporation (the “Company”) is transitioning from his role as Chief Executive Officer and President of the Company, effective July 1, 2026, and has been appointed by the Board to serve as Executive Chair, effective as of the same date. In this role, Mr. Combs’ primary responsibilities will include (i) advising and supporting the inbound Chief Executive Officer and President during the leadership transition; (ii) assisting with the maintenance and growth of customer and strategic partner relationships; (iii) providing historical and operational context on key initiatives and decisions; and (iv) supporting long-range strategic planning. As consideration for serving as Executive Chair, Mr. Combs will receive a base salary of $25,000 per month and the continuation of health insurance benefits under the Company’s standard benefit plans. The Board wishes to express its appreciation to Mr. Combs for his many contributions over 34 years of dedicated service to the Company. Appointment of New Chief Executive Officer and President In connection with the leadership transition, the Board appointed Sarah Scott to serve as Chief Executive Officer and President of the Company, effective July 1, 2026. In this role, Ms. Scott will serve as the Company’s principal executive officer. Ms. Scott, age 49, has been with the Company for more than 26 years, joining the Company in 1999. Most recently, she served as Executive Vice President, Product and Corporate Services since September 2025. Prior to that, she served as Executive Vice President, Product from January 2025 to September 2025, Vice President, Network Solutions from July 2022 to January 2025, and Vice President, National Account Management from July 2017 to July 2022. Her prior positions with the Company include leadership roles in account management, network solutions, product development, and corporate services. In connection with her promotion to Chief Executive Officer and President, Ms. Scott’s annual base salary will be increased to $600,000. She will also be eligible for an annual cash bonus with a target of 75% of her base salary, and an opportunity to receive up to 100% of her base salary, based on the achievement of performance objectives established by the Compensation Committee. 75% of the bonus opportunity will be tied to the achievement of Company performance, while 25% will be tied to the achievement of individual MBOs. The bonus opportunity for fiscal year 2027 will be prorated based on the number of months for which she serves as Chief Executive Officer and President. Ms. Scott will also receive 25,000 stock options pursuant to the 2025 Stock Incentive Plan, which shall vest as to 25% of the underlying shares one year following the grant date, and as to the remaining 75% of the underlying shares in equal installments over the following 36 months. She will also continue to be eligible to participate in the Company’s standard employee benefit plans. There are no arrangements or understandings between Ms. Scott and any other person pursuant to which she was appointed as Chief Executive Officer and President. There are no family relationships between Ms. Scott and any director or executive officer of the Company. Except for her existing employment relationship with the Company, and the compensation arrangements arising in connection therewith, there are no relationships involving Ms. Scott that are required to be reported pursuant to Item 404(a) of Regulation S-K.
CRVL Corvel Corp - 8-K
Accession
0001193125-26-2517095.027.019.01
Item 5.02 - Departure/Election of Directors or Certain Officers
594 words
Item 7.01 - Regulation FD Disclosure
146 words · Exhibit 99.1 attached
Item 7.01 Regulation FD Disclosure. On June 1, 2026, the Company issued a press release announcing the leadership transition discussed in Item 5.02 herein. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information provided in this Item 7.01, and in Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.
Exhibit 99.1 · 590 words
EX-99.1 2 d24231dex991.htm EX-99.1 Exhibit 99.1 Date: June 1, 2026 CorVel Corporation 5128 Apache Plume Road Suite 400 Fort Worth, TX 76109 FOR IMMEDIATE RELEASE Contact: Melissa Storan Phone: 949-851-1473 www.corvel.com CorVel Appoints Sarah Scott CEO and President; Michael G. Combs to Transition to Executive Chair CorVel today announced that Sarah Scott will be appointed CEO and President, effective July 1, 2026, succeeding Michael G. Combs, who will transition to the role of Executive Chair. Mr. Combs has served as President since 2017 and CEO since 2019, leading the company through significant growth and strategic development. As Executive Chair, Mr. Combs will, among other things, advise and support Ms. Scott during the leadership transition and continue to advance the company’s long-term vision and strategic priorities. Ms. Scott has served CorVel for more than 26 years and currently is the Executive Vice President, Product and Corporate Services. During her tenure, she has played a key role in advancing the company’s operational performance, customer relationships, and strategic initiatives. “This transition reflects the strength of our leadership team and the company’s long-term succession planning process,” said Jeff Michael, a member of the Board of Directors and the company’s largest shareholder. “Sarah is an accomplished and trusted leader who is exceptionally well-positioned to guide CorVel into its next phase of growth.” “It has been a privilege to lead this organization,” said Michael G. Combs. “I am confident that Sarah is the right leader for the future, and I look forward to supporting the transition in the role of Executive Chair.” “I am honored to lead CorVel as CEO and President,” said Sarah Scott. “We have an exceptional team, a strong culture, and tremendous opportunities ahead. I look forward to building on our momentum, strengthening our market leadership, and delivering meaningful value for our partners, team members, and shareholders.” Cautionary Note Regarding Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this press release, including statements regarding the expected timing of the leadership transition, our ability to build on our momentum, our ability to strengthen our market leadership, and our ability to deliver value for our partners, team members, and stockholders. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results to differ materially and adversely from those expressed, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, as well as in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable law or the listing rules of the Nasdaq Global Select Market, the Company expressly disclaims any intent or obligation to update any forward-looking statements, or to update the reasons actual results could differ materially from those expressed or implied by these forward-looking statements, whether to conform such statements to actual results or changes in expectations, or as a result of the availability of new information.
Item 9.01 - Financial Statements and Exhibits
30 words
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated June 1, 2026. 104 Cover Page Interactive Data File (embedded within the inline XBRL document).