EXHIBIT 97.1
EXECUTIVE CLAWBACK POLICY
The Board of Directors (the “Board”) of CorVel Corporation (the “Company”) has adopted this Clawback and Forfeiture Policy (this “Policy”) to comply with Section 10D and Rule 10D-1 of the Exchange Act, and to establish the circumstances under which the Company shall seek recoupment and forfeiture of Incentive-Based Compensation Received by Executive Officers of the Company in the event of an Accounting Restatement. The Board believes the adoption of this Policy is consistent with the Company’s executive compensation philosophy and objectives, and in furtherance of the Board’s intention to follow sound corporate governance practices.
This Policy was adopted by the Board on August 10, 2023 (the “Effective Date”). The Board has delegated to the Compensation Committee the responsibility of administering this Policy. Except as specifically set forth in Section 2 (which set forth the role of the Audit Committee with respect to this Policy), the Compensation Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. Any determinations by the Audit Committee or the Compensation Committee, as applicable, shall be binding on all Executive Officers. The Compensation Committee may, from time to time, recommend amendments to this Policy. Any amendments to this Policy must be approved by the Board. This Policy shall be filed as an exhibit to the Company’s Annual Report on Form 10-K.
(ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.
The Company shall not insure or indemnify any Executive Officer against the loss of any Incentive- Based Compensation subject to recoupment or forfeiture hereunder. The Company shall not pay or reimburse any Executive Officer for premiums paid toward an insurance policy to fund potential recovery obligations.