STOCK TITAN
  1. Home
  2. Sec-filings
  3. CRVL
  4. [8-K] CORVEL CORP Reports Material Event

CorVel (NASDAQ: CRVL) elevates Sarah Scott to CEO as Combs becomes Executive Chair

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CorVel Corporation announced a planned leadership transition effective July 1, 2026. Longtime executive Sarah Scott will become Chief Executive Officer and President, succeeding Michael G. Combs, who will move to the new role of Executive Chair on the same date.

Scott has been with CorVel for more than 26 years and most recently served as Executive Vice President, Product and Corporate Services. Her compensation as CEO and President will include a $600,000 annual base salary, a performance-based cash bonus opportunity, and a grant of 25,000 stock options under the 2025 Stock Incentive Plan.

Combs, who has led the company as President since 2017 and CEO since 2019, will focus on advising Scott, maintaining key relationships, and supporting long-term strategic planning as Executive Chair, for which he will receive $25,000 per month and continued health benefits.

Positive

  • None.

Negative

  • None.

Insights

CorVel discloses a planned CEO handoff to an internal successor.

CorVel is executing a structured succession plan, shifting Michael G. Combs from CEO and President to Executive Chair while elevating long-tenured insider Sarah Scott to CEO and President on July 1, 2026. This maintains continuity by keeping Combs in a strategic role.

Scott’s more than 26-year tenure and progression through product, network, and account leadership suggests deep operational familiarity. Her package of a $600,000 base salary, performance-weighted bonus, and 25,000 stock options aligns incentives with company and individual goals described in the filing.

The transition’s impact will depend on how effectively Scott drives growth and executes existing strategies after July 1, 2026. Future company filings and results will show how leadership continuity translates into operational and financial performance under the new structure.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Executive Chair base salary $25,000 per month Compensation for Michael G. Combs as Executive Chair
CEO base salary $600,000 per year Annual base salary for Sarah Scott as CEO and President
Target bonus percentage 75% of base salary Annual bonus target for Sarah Scott tied to performance
Maximum bonus opportunity 100% of base salary Upper bonus opportunity for Sarah Scott based on performance objectives
Bonus performance mix 75% company, 25% individual MBOs Allocation of Sarah Scott’s annual bonus metrics
Stock options grant 25,000 stock options Award to Sarah Scott under the 2025 Stock Incentive Plan
Option vesting schedule 25% after 1 year, 75% over 36 months Vesting terms for Sarah Scott’s 25,000 stock options
Leadership transition effective date July 1, 2026 Effective date for CEO change and Executive Chair role
Executive Chair financial
"who will transition to the role of Executive Chair."
An executive chair is the board chairperson who also takes an active, hands-on role in company management, typically working closely with the CEO and senior team to shape strategy and major decisions. For investors it matters because this blend of oversight and operational power can accelerate strategic moves and provide steady leadership—like a coach who also calls plays—but it can also concentrate authority and create governance or succession risks if too much depends on one person.
stock options financial
"Ms. Scott will also receive 25,000 stock options pursuant to the 2025 Stock Incentive Plan"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
Management by Objectives (MBOs) financial
"25% will be tied to the achievement of individual MBOs."
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors regulatory
"described in the section entitled “Risk Factors” in our Annual Report on Form 10-K"
Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.
2025 Stock Incentive Plan financial
"25,000 stock options pursuant to the 2025 Stock Incentive Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →

FAQ

What leadership change did CorVel (CRVL) announce in this 8-K?
CorVel announced that Sarah Scott will become Chief Executive Officer and President on July 1, 2026, succeeding Michael G. Combs. Combs will transition to the role of Executive Chair, focusing on advising Scott, key relationships, and long-term strategic planning.

Who is Sarah Scott, the new CEO and President of CorVel (CRVL)?
Sarah Scott has been with CorVel for more than 26 years and most recently served as Executive Vice President, Product and Corporate Services. She previously led product, network solutions, and national account management, giving her broad operational and customer-facing experience inside the company.

What compensation will CorVel’s new CEO Sarah Scott receive?
Sarah Scott’s annual base salary as CEO and President will be $600,000. She is eligible for a cash bonus targeting 75% of base salary, with an opportunity up to 100%, plus 25,000 stock options under the 2025 Stock Incentive Plan, subject to multi-year vesting.

What will Michael G. Combs’ role be after stepping down as CorVel CEO?
Michael G. Combs will serve as Executive Chair effective July 1, 2026. He will advise and support Sarah Scott, help maintain and grow customer and strategic partner relationships, and support long-range strategic planning, receiving $25,000 per month and continued health benefits.

How is CorVel’s CEO bonus for Sarah Scott structured?
Sarah Scott’s annual bonus targets 75% of her base salary, with potential up to 100% based on performance. Seventy-five percent of this opportunity is tied to CorVel’s company performance, while 25% depends on individual management-by-objectives (MBO) metrics set by the Compensation Committee.
CORVEL CORP false 0000874866 0000874866 2026-05-27 2026-05-27
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 27, 2026

 

 

CORVEL CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-19291   33-0282651
(State or other jurisdiction
of incorporation)		  

(Commission

file number)

   (IRS Employer
Identification No.)

 

5128 Apache Plume Road, Suite 400, Fort Worth, Texas   76109
(Address of principal executive offices)   (Zip code)

(817) 390-1416

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.0001 per share   CRVL   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

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.

 

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.

 

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).

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CORVEL CORPORATION
Dated: June 1, 2026     By:  

/s/ Brian S. Nichols

    Name:   Brian S. Nichols
    Title:   Chief Financial Officer

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.

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

Other Documents