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) April 5, 2022
 graphic
 
 
 
Cross Country Healthcare, Inc.
(Exact name of registrant as specified in its charter)
 
 

Delaware
0-33169
13-4066229
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487
(Address of Principal Executive Office) (Zip Code)

(561) 998-2232
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, par value $0.0001 per share
CCRN
The Nasdaq Stock Market LLC

 
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))

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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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.

On April 5, 2022, Daniel J. White became employed by Cross Country Healthcare, Inc. (“Cross Country” or the “Company”) as its Chief Commercial Officer.

Prior to joining the Company, Mr. White, age 60, served as President, Workforce Solutions at AMN Healthcare Services, Inc. from May 2014 to September 2021. From October 2021 through March 2022, he served as CEO of Healthcareteams, Inc.

Mr. White has executed an offer letter with the Company, which provides for an annual base salary of $450,000, which is subject to annual review by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). Mr. White will be eligible to participate in the Company’s annual bonus plan with a target bonus of 100% of his base salary, based on achieving performance goals to be established by the Compensation Committee. In addition, Mr. White will be eligible to participate in the Company’s long term incentive plan and receive annual awards valued at 85% of Base Salary (at target). Such awards will be upon terms and conditions determined by the Compensation Committee. Mr. White is also eligible to participate in all other benefit plans and fringe benefit arrangements available to the Company’s senior executives.
  
Pursuant to the terms of his offer letter, Mr. White is entitled to participate in the Company’s amended and restated executive severance agreement. He will be entitled to receive a one-year payout and other benefits upon a change of control (pursuant to the terms and conditions in the executive severance agreement at that time). The foregoing description of the offer letter does not purport to be complete and is qualified in its entirety by reference to the offer letter that the Company expects to file with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

Item 7.01 Regulation FD Disclosure

On April 7, 2022, the Company issued a press release announcing Mr. White’s appointment as Chief Commercial Officer. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K and the information contained in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

          
Exhibit
Description
 
 
 
 
     
  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
 
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.
 

 
CROSS COUNTRY HEALTHCARE, INC.
 
 
 
 
 
 
Dated:   April 7, 2022
By:
/s/ William J. Burns
 
 
 
William J. Burns
 
 
Executive Vice President & Chief Financial Officer

Exhibit 99.1

Cross Country Healthcare Welcomes Daniel J. White to New Chief Commercial Officer Position

BOCA RATON, Fla.--(BUSINESS WIRE)--April 7, 2022--Cross Country Healthcare, Inc., a market leading workforce solutions tech-enabled talent platform, staffing, recruitment, and advisory firm, today announced that Daniel J. White has joined the company as its first Chief Commercial Officer. A seasoned executive, White brings over 25 years’ experience and a proven track record of driving consistent high-growth business outcomes and significant client impact through pragmatic strategies, market disruption, innovative solutions and intimate client and partner relationships. Considered a pioneer and industry expert in Total Workforce Management, White has held senior leadership positions with AMN Healthcare, Pontoon Solutions, IBM Global Business Services and most recently as CEO of Healthcareteams. In this new role, Dan will drive workforce solution strategies across the enterprise including sales, business development, program management, client, clinical and non-clinical services.

“The evolution occurring in the healthcare and staffing industries is fueling Cross Country’s strategy,” said John A. Martins, President and CEO of Cross Country Healthcare. “This new role will ensure that we are a market leader at effectively partnering with healthcare institutions, developing transformative strategies and solutions to their most pressing labor challenges.”

"Dan brings an unparalleled combination of experience, insight, innovation, creativity and exceptional execution skills,” said Martins. “I look forward to partnering with Dan to redefine and set the standard for client engagement, experiences and outcomes, and changing how we solve the most pressing workforce issues in healthcare today.”

“I’m honored and thrilled at the opportunity to join a market leader with such a rich legacy and strong reputation of partnering with healthcare institutions, ensuring they are equipped to deliver the talent needed at the bedside,” said Dan White. He continued, “Now more than ever, new approaches and innovative workforce solutions are required to address the current and future talent needs of the healthcare industry. By joining forces with John, the executive leadership and Cross Country team, I am convinced we can deliver on that promise better, faster, and smarter to be at the forefront of much needed change in the market today.”


ABOUT CROSS COUNTRY HEALTHCARE

Cross Country Healthcare, Inc. (CCH) is a market leading workforce solutions tech-enabled talent platform, staffing, recruitment, and advisory firm that has 35 years of industry experience and insight. We solve complex labor-related challenges for customers while providing high-quality outcomes and exceptional patient care. As a multi-year Best of Staffing® award winner, we are committed to an exceptionally high level of service to both our clients and our homecare, education, and clinical and non-clinical healthcare professionals. Our Company was the first publicly traded staffing firm to obtain The Joint Commission Certification, which we still hold with a Letter of Distinction. In 2021, we were listed as one of the top four staffing and recruiting employers for women by InHerSights and earned Energage's inaugural 2021 Top Workplaces USA award. We were also CertifiedTM by Great Place to Work®. We have a longstanding history of investing in diversity, equality, and inclusion as a key component of the organization’s overall corporate social responsibility program which is closely aligned with its core values to create a better future for its people, communities, the planet, and its shareholders.

Copies of this and other news releases as well as additional information about the Company can be obtained online at ir.crosscountryhealthcare.com. Shareholders and prospective investors can also register to automatically receive the Company’s press releases, filings with the Securities and Exchange Commission (SEC), and other notices by e-mail.

Contacts

Cross Country Healthcare, Inc.
William J. Burns
Executive Vice President & Chief Financial Officer
561-237-2555
wburns@crosscountry.com