CorVel : 2024 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, August 1, 2024

To the Stockholders of CorVel Corporation:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of CorVel Corporation (the "Company," "we," "us," and "our") to be held on Thursday, August 1, 2024, at 8:30 a.m. Pacific Time (the "Annual Meeting"). The Annual Meeting will be held at our office at 1920 Main Street, Suite 900, Irvine, California 92614. This notice and the attached proxy statement (the "Proxy Statement") describe the formal business to be transacted at the Annual Meeting or any adjournment or postponement thereof.

We are furnishing proxy materials to our stockholders over the Internet. You may read, print, and download our proxy statement and our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 at https://materials.proxyvote.com/221006. On or about June 21, 2024 we mailed our stockholders a notice of internet availability of proxy materials (the "Notice"), which provides instructions regarding how to access these materials and vote their shares. The Notice also explains how to request a paper copy of these materials. If you requested to receive these proxy materials via email, you should have received an email with voting instructions and links to these materials on the internet.

The accompanying Proxy Statement provides information regarding the following matters we are asking you to consider and vote upon at the Annual Meeting:

1. To elect the six directors named in the attached Proxy Statement, each to serve until the 2025 annual meeting of our stockholders or until his or her successor has been duly elected and qualified; and
2. To ratify the appointment of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025.

We may also consider and vote upon any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement.

The Board of Directors of the Company (the "Board") has set June 7, 2024 as the record date for the Annual Meeting. Only stockholders of record of our Common Stock as of the close of business on that date will be able to attend, vote and submit questions during the Annual Meeting.

The Board has determined that the matters to be considered at the Annual Meeting are in the best interests of the Company and its stockholders. For the reasons set forth in the Proxy Statement, the Board unanimously recommends a vote "FOR ALL" of the director nominees listed in Proposal One and "FOR" Proposal Two.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and submit your proxy or voting instructions as soon as possible. For specific instructions regarding how to vote your shares, please refer to the Notice you received in the mail, and the additional information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.

On behalf of the Board, and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support.

By order of the Board of Directors,

RICHARD J. SCHWEPPE

Secretary

Fort Worth, Texas

June 21, 2024

CORVEL CORPORATION

PROXY STATEMENT

FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

This proxy statement (this "Proxy Statement") is being furnished to the stockholders of CorVel Corporation, a Delaware corporation (the "Company," "we," "us," and "our") on behalf of the Board of Directors of the Company (the "Board") in connection with the solicitation of proxies for use at the 2024 Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held on Thursday, August 1, 2024, at 8:30 a.m. Pacific Time, and at any adjournment or postponement thereof. The Annual Meeting will be held at our office located at 1920 Main Street, Suite 900, Irvine, California, 92614.

Notice of Internet Availability of Proxy Materials

Pursuant to the Securities and Exchange Commission's (the "SEC") "notice and access" rules, which allow companies to furnish their proxy materials over the Internet, have elected to furnish our proxy materials, including this Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 (our "2024 Annual Report"), primarily via the Internet. Accordingly, on or about June 21, 2024, we mailed to our stockholders a Notice, which provides instructions regarding how to access our proxy materials on the Internet, how to vote upon the proposals to be voted upon at the Annual Meeting, and how to request paper copies of this Proxy Statement and our 2024 Annual Report. Stockholders may request to receive all future proxy materials from us in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of proxy materials on the Internet to help reduce the environmental impact of our Annual Meeting.

You may read, print and download the proxy materials at https://materials.proxyvote.com/221006.

QUESTIONS AND ANSWERS REGARDING THE ANNUAL MEETING

Please carefully review the following, which is intended to provide general information about the Annual Meeting, including the date and time of the Annual Meeting, the quorum requirement, the proposals to be voted upon, the methods available for voting your shares, and the votes required to adopt the proposals. This information is also intended to provide you with the specific information that is required to be provided under the rules and regulations of the SEC. If you have questions about the information provided, or would like to request additional information about the Annual Meeting or the proposals to be voted upon, refer to the section entitled "Whom should I contact with other questions?" below.

Why did I receive these materials?

The Board is soliciting your proxy to vote at the Annual Meeting or any postponement or adjournment thereof. You should review the proxy materials carefully as they give important information about the proposals that will be voted upon at the Annual Meeting, as well as other important information regarding the Company. You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described in this Proxy Statement.

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What proposals am I being asked to vote upon at the Annual Meeting?

				BOARD VOTING
NUMBER		PROPOSAL		RECOMMENDATION
1		To elect six directors, each to serve until the 2025 annual		"FOR" EACH DIRECTOR
		meeting of stockholders (our "2025 Annual Meeting") or until		NOMINEE
		his or her successor has been duly elected and qualified
2		To ratify the appointment of Haskell & White LLP as our		"FOR"
		independent registered public accounting firm for the fiscal year
		ending March 31, 2025

We may also consider and vote upon any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement.

If you complete and submit your proxy voting instructions, the persons named as proxies will follow your instructions. If you submit proxy voting instructions, but do not direct how your shares should be voted on each item, the persons named as proxyholders will vote your shares as recommended by our Board on all matters described in this Proxy Statement. Richard J. Schweppe and Sharon O'Connor are the designated proxyholders.

Who can vote at the Annual Meeting?

Only our stockholders at the close of business on June 7, 2024 (the "Record Date") are entitled to attend and vote at the Annual Meeting and any adjournment or postponement thereof. A list of the stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive office and at our Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we encourage you to read this Proxy Statement and submit your proxy or voting instructions as soon as possible to ensure your representation at the Annual Meeting.

• Holders of Record - If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, then you are a "holder of record." As a holder of record, you may vote at the Annual Meeting, or you may vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares using one of the voting methods described in this Proxy Statement and the Notice. If you are a holder of record and you indicate when voting that you wish to vote as recommended by the Board, or if you submit a vote by proxy without giving specific voting instructions, then the proxyholders will vote your shares as recommended by the Board on all matters described in this Proxy Statement. Richard J. Schweppe and Sharon O'Connor are the designated proxyholders.
• Beneficial Owners - If, on the Record Date, your shares were held in an account at a bank, broker, dealer, or other nominee, then you are the "beneficial owner" of shares held in "street name" and this Proxy Statement is being made available to you by that nominee. The nominee holding your account is considered the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your nominee on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, if you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid legal proxy or obtain a control number from your bank, broker, dealer or other nominee. Please contact your nominee directly for additional information.

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What are the voting rights of the holders of our Common Stock?

As of the Record Date, we had 17,164,306 shares of Common Stock outstanding and approximately 690 holders of record according to information provided by our transfer agent. Holders of shares of our Common Stock are each entitled to one vote per share on any matter that is submitted for stockholder approval. As of the Record Date, we had no shares of preferred stock outstanding. Cumulative voting is not permitted with respect to the election of directors.

What constitutes a quorum for the Annual Meeting?

The presence at the Annual Meeting, or by proxy, of the holders of a majority of the outstanding shares of our Common Stock entitled to vote as of the Record Date will constitute a quorum, permitting business to be conducted at the Annual Meeting.

The inspector of election for the Annual Meeting will determine the number of shares of Common Stock represented at the Annual Meeting, the existence of a quorum and the validity and effect of proxies, and will count and tabulate ballots and votes and determine the results thereof. Properly voted proxies received but marked as abstentions, as well as shares for which authority is withheld and broker non-votes, will be included in the calculation of the number of shares considered to be present at the Annual Meeting for purposes of determining a quorum. For additional information regarding broker non-votes, refer to the section entitled "What is the effect of broker non-voteson the proposals?" below.

What are the voting requirements to approve each of the proposals?

The voting requirements to approve each of the proposals to be voted upon at the Annual Meeting, as well as the effects of withheld votes, votes against, abstentions and broker non-votes on each of the proposals, are as follows:

Proposal One: The election of each of our director nominees requires a plurality of the votes cast by the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote thereon, which means the six director nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote "FOR ALL," "WITHHOLD ALL," or "FOR ALL EXCEPT" with respect to the director nominees nominated for election under this Proposal One. A "WITHHOLD" vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal. Broker non-votes will not count as votes cast on this proposal and will have no effect on the outcome of the vote on this proposal.

Proposal Two: The ratification of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025 ("fiscal year 2025") requires the affirmative vote of the holders of our Common Stock representing a majority of the voting power present or represented by proxy and entitled to vote upon the proposal at the Annual Meeting. Stockholders may vote "FOR," "AGAINST," or "ABSTAIN" from voting on Proposal Two. Abstentions will have the same effect as a vote "AGAINST" this proposal. Because a bank, broker, dealer or other nominee may generally vote without instructions on this proposal, we do not expect any broker non-votes on this proposal.

What are broker non-votes?

If you are a beneficial owner of shares held in "street name" and do not give the bank, broker, dealer or other nominee that holds the shares specific voting instructions, the nominee may generally vote in its discretion on "routine" matters (such as Proposal Two). However, if the nominee that holds your shares does not receive voting instructions from you on how to vote your shares on a "non-routine matter (such as Proposal One), it will be unable to vote your shares on that matter. When this occurs, it is generally referred to as a "broker non-vote." Broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

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How do I vote my shares?

• Holders of Record - If you are a stockholder of record, you can vote your shares using any of the following methods:

By Internet

You may vote via the

Internetat

www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m.

Eastern time on Wednesday, July 31, 2024 (please have the Notice in hand when you visit the website).

By Toll-Free Telephone

You may vote by phone at 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m.

Eastern time on Wednesday, July 31, 2024 (please have the Notice in hand when you call).

By Mail

If you requested a paper copy of this Proxy Statement, you may vote by completing and mailing the proxy card provided with this Proxy Statement in the postage- paid envelope we have provided, or return it to Vote Processing c/o Broadridge Financial Solutions, Inc., 51

Mercedes Way, Edgewood, NY 11717.

In Person at the

Annual Meeting

You may vote during the Annual Meeting using the ballot we provide.

• Beneficial Owners - If you are a "beneficial owner" (that is, if you hold your shares in "street name" through a bank, broker, dealer or other nominee), you may vote in accordance with the voting instruction form provided by your bank, broker, dealer or other nominee. The availability of Internet or telephone voting will depend upon your nominee's voting process. If you wish to vote during the Annual Meeting, you must first obtain a proxy from your bank, broker, dealer or other nominee authorizing you to vote.

Can I change my vote?

Yes, you may change your vote at any time before the polls are closed at the Annual Meeting. The giving of a proxy does not eliminate the right to vote during the Annual Meeting. Stockholders have the right to revoke their proxy at any time prior to the exercise of that proxy by following the instructions below.

• Holders of Record - If you are a "holder of record," you may change your vote by (i) voting again via the Internet or telephone, (ii) providing written notice of revocation to CorVel Corporation,
  5128 Apache Plume Road, Suite 400, Fort Worth, Texas 76109, Attention: Corporate Secretary, (iii) executing a subsequent proxy using any of the voting methods discussed above (subject to the deadlines for voting with respect to each method), or (iv) attending the Annual Meeting and voting in person by ballot. However, simply attending the Annual Meeting will not, by itself, revoke your proxy.
• Beneficial Owners - If you are a "beneficial owner" of your shares and you have instructed your nominee to vote your shares, you may change your vote by following the directions received from your nominee to change those voting instructions, or by attending and voting at the Annual meeting, which can be accomplished as described above.

Subject to any revocation, all shares represented by properly executed proxies will be voted in accordance with the instructions on the applicable proxy, or, if no instructions are given, in accordance with the recommendations of the Board as described above.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we are not aware of any business to be presented for consideration at the Annual Meeting other than the matters described in this Proxy Statement. If, however, other matters are properly

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presented at the Annual Meeting, the persons named as proxies will vote in accordance with their discretion with respect to those matters.

When will the voting results of the Annual Meeting be announced?

The preliminary voting results will be announced at the Annual Meeting. The final voting results will be published in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting unless final results are not known at that time, in which case preliminary voting results will be published within four business days of the Annual Meeting and final voting results will be published once we know them.

Who pays for costs relating to the Proxy Materials and Annual Meeting?

The costs of preparing, assembling and mailing the proxy materials, along with the cost of posting the proxy materials on a website, are to be borne by us. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing.

What is the deadline for submitting a stockholder proposal or director nomination for the 2025 Annual Meeting?

Stockholders wishing to make a director nomination, or bring another proposal, before the 2025 Annual Meeting (but not include it in our proxy materials for the meeting) must provide written notice of such proposal to the Secretary at our principal executive offices at 5128 Apache Plume Road, Suite 400, Fort Worth, Texas 76109, Attention: Corporate Secretary. Such proposals must be received not later than the close of business on Monday, May 5, 2025. Pursuant to Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if a stockholder proposal is received after Wednesday, May 7, 2025, it will be considered untimely and our proxyholders will use their discretionary voting authority to vote the shares they represent as the Board may recommend. Any stockholder proposal or director nomination must comply with the other provisions of the Amended and Restated Bylaws of the Company (the "Bylaws") and be submitted in writing to the Corporate Secretary at our principal executive offices.

Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in our proxy statement and form of proxy for our 2025 Annual Meeting must be received at our principal executive offices not later than the close of business on Friday, February 21, 2025.

In addition, stockholders who intend to solicit proxies in support of director nominees, other than the Company's nominees, must provide notice in compliance with the universal proxy rules that sets forth the information required by Rule 14a-19 of the Exchange Act, not later than Monday, June 2, 2025, assuming we do not change the date of the 2025 Annual Meeting by more than 30 days from the anniversary of the Annual Meeting. If we change the date of the meeting by more than 30 days from the anniversary of the Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 Annual Meeting or the tenth calendar day following the day on which we first make a public announcement of the date of such annual meeting.

Whom should I contact with other questions?

If you have additional questions about this Proxy Statement or the Annual Meeting, or if you would like additional copies of this Proxy Statement, please contact: CorVel Corporation, 5128 Apache Plume Road, Suite 400, Fort Worth, Texas 76109, Attention: Corporate Secretary, Telephone: [phone].

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as "anticipate," "believe," "continue," "could," "expect," "intend," "may," "will," or the negative of such terms, or other comparable terminology. Forward-looking statements include the assumptions underlying or relating to such statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section entitled "Risk Factors," and elsewhere, in our 2024 Annual Report. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements.

The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

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MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL ONE

ELECTION OF DIRECTORS

Board Structure and Membership

We currently have six directors serving on our Board, each of whom has a term that expires at the Annual Meeting, and one vacancy. Our Fourth Amended and Restated Certificate of Incorporation (our "Certificate of Incorporation") provides that any additional directorships resulting from an increase in the number of directors, or the vacancy that currently exists on the Board, may be filled by a majority of the directors then in office. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified. We may reduce or increase the size of the Board by resolution adopted by the affirmative vote of a majority of the directors.

Our Certificate of Incorporation and Bylaws also provide that directors elected at an annual meeting of stockholders will serve for a one-year term ending on the date of the following annual meeting of stockholders or until his or her successor has been duly elected and qualified. The term may be shorter if such individual resigns, becomes disqualified or disabled, or is otherwise removed.

Our Board has nominated each of the current Board members to stand for re-election at the Annual Meeting, except for Jean H. Macino, who will not be standing for re-election as a member of our Board. Upon the expiration of Ms. Macino's term as a director at the Annual Meeting, there will be two vacancies on our Board. Accordingly, based on an evaluation in accordance with our standard review process for director candidates and the recommendation of our Nomination and Governance Committee, our Board also has nominated Joanna M. Burkey, who has not previously stood for election, to fill one of these two vacancies. If elected at the Annual Meeting, each director nominee would serve for a one-year term ending on the date of our 2025 Annual Meeting or until his or her successor has been duly elected and qualified, and the Board would consist of six persons on the Board and one vacancy. The term may be shorter if such individual resigns, becomes disqualified or disabled, or is otherwise removed. Each nominee has indicated his or her willingness to serve as a director if elected. In the event that any such nominee becomes unable or declines to serve at the time of the Annual Meeting, the proxyholders may exercise discretionary authority to vote for a substitute person selected and recommended by our Nomination and Governance Committee and approved by the Board.

Recommended Vote

The election of each of our director nominees requires a plurality of the votes cast by the shares of Common Stock present or represented by proxy at the Annual Meeting and entitled to vote thereon. This means that the nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Stockholders may vote "FOR ALL," "WITHHOLD ALL," or "FOR ALL EXCEPT" with respect to the director nominees nominated for election under this Proposal One. A "WITHHOLD" vote with respect to a director nominee will not count as a vote cast for that or any other nominee, and thus will have no effect on the outcome of the vote on this proposal.

This proposal is considered a non-routine matter under applicable stock exchange rules. A bank, broker, dealer or other nominee may not vote without instructions on this matter, so there may be broker non-votes in connection with this proposal. Broker non-votes will not count as votes cast on this proposal, and thus will have no effect on the outcome of the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR ALL" OF THE

DIRECTOR NOMINEES.

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Information Regarding Director Nominees

The following table lists the persons recommended by our Nomination and Governance Committee, and nominated by the Board, to be elected as directors to serve for a period of one year, including relevant information as of March 31, 2024:

Name		Age		Position
V. Gordon Clemons	80		Chairman of the Board
Joanna M. Burkey	48		Director
Steven J. Hamerslag (1) (3)	67		Director
Alan R. Hoops (1) (2)	76		Director
R. Judd Jessup (1)	76		Director
Jeffrey J. Michael (2) (3)	67		Director

1. Member of the Audit Committee.
2. Member of the Compensation Committee.
3. Member of the Nomination and Governance Committee.

V. Gordon Clemons. Mr. Clemons has served as our Chairman of the Board since April 1991. He served as our Chief Executive Officer from January 1988 until August 2007 and as our President from January 1988 until May 2006. He was reappointed as our Chief Executive Officer and President in April 2012 and served in the role of Chief Executive Officer until January 2019 and President until April 2017. Mr. Clemons was President of Caremark, Inc., a home intravenous therapy company, from May 1985 to September 1987, at which time Caremark was purchased by Baxter International, Inc. From 1981 to 1985, Mr. Clemons was President of INTRACORP, a medical management company and subsidiary of CIGNA Corporation. Mr. Clemons has over

41 years of experience in the healthcare and insurance industries. The Board believes Mr. Clemons is qualified to serve as Chairman of the Board given his extensive technology, industry, management and operational experience and his substantial understanding of the Company and its operations resulting from his various positions of leadership, including his position as Chief Executive Officer and President.

Joanna M. Burkey. Ms. Burkey is a director nominee. Ms. Burkey is a corporate director, former technology executive, and the founder of Flat Rock Advisory. She is an independent director and chair of the technology committee at Beyond Inc (NYSE: BYON) and an independent director and chair of the risk and compliance committee at ReliabilityFirst Corporation. At Flat Rock Advisory she provides advisory services to boards and executive teams in the areas of cybersecurity and digital transformation. Joanna worked in the cybersecurity and technology domain for thirty years, most recently as the Global CISO at HP Inc from 2020 to 2023. Prior to that she was Deputy CCSO and Global Cyber Defense Head for Siemens AG from 2018 to 2020 and CISO for Siemens Americas from 2015 to 2018. Her career has included executive positions in engineering, strategy, and digitalization and she has held roles based in both the US and Europe. Joanna holds NACD Directorship Certification from the National Association of Corporate Directors, is a certified Qualified Technology Expert with the Digital Directors Network, and was previously a fellow with the Center for Strategic and International Studies in Washington D.C. The Board believes Ms. Burkey corporate directorships and cybersecurity experience would greatly enhance the Board.

Steven J. Hamerslag. Mr. Hamerslag has served as one of our directors since May 1991. Mr. Hamerslag has been Managing Partner of TVC Capital, a venture capital firm, since April 2006. Mr. Hamerslag has over 40 years of experience starting, growing, and leading high tech enterprises. His knowledge of enterprise technology solutions is further leveraged by his extensive sales, marketing, and general management experience having started and acted as CEO of two publicly held companies. Mr. Hamerslag served as the President and Chief Executive Officer of J2Global Communications, a publicly held unified communication services company, from June 1999 until January 2001. Mr. Hamerslag served as the Chief Executive Officer of MTI Technology Corporation, a publicly held manufacturer of enterprise storage solutions, from 1987 to 1996. The Board believes Mr. Hamerslag's valuable business, leadership and executive management experience, particularly in the technology industry, qualifies him to serve as a director.

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