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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
CROSS COUNTRY HEALTHCARE, INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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6551 Park of Commerce Boulevard, N.W.
Boca Raton, FL 33487
Dear Cross Country stockholders, employees, customers, and stakeholders:
We are proud of what we accomplished in 2022, emerging as a dynamic and agile market leader with an innovative digital footprint and a seasoned leadership team. As we enter 2023, our customers are seeking new and innovative ways to reduce their reliance on contingent staffing and cut costs, and we are all looking for ways to address many healthcare workers’ post-pandemic burn-out and fatigue.
These are among the challenges that Cross Country Healthcare aims to address by leveraging our full suite of services while providing unique market-leading insights in order to help our clients shape their decisions.
Our technology has enabled us to become even more relevant and efficient, while serving a new generation of healthcare providers that often prefers to interact digitally and who have embraced a gig economy. Many of these more junior or newer professionals expect and desire greater geographic and tenure flexibility in their job and career trajectories. No staffing system can function well without attracting a steady stream of new and talented professionals, and Cross Country enables our healthcare clients to access this deep and dedicated pool of emerging providers through either a managed service program or our vendor neutral solutions.
The U.S. health care system spends more than a trillion dollars annually on labor. And we are seizing this potential: we have met or exceeded revenue guidance in 13 of the last 14 quarters while delivering unrivalled on-time start times and de minimis critical cancellations rates. Our reputation is built on this excellence and reliability which provides us a strong foundation upon which to grow.
We ask for your voting support for our Board members, 2022 executive compensation program, and other items described in this proxy to continue to deliver sustainable financial success while maintaining our top-tier ISS environmental, social, and governance ratings, our workforce that is diverse from the Board level down, and our compensation plans that are both prudent in size and aligned with our strategy.
We encourage your participation in our annual meeting, invite your input throughout the year, and thank you for your investment in our purpose, our people, and future.
Sincerely,
 
 
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Kevin C. Clark,
Chairman of the Board of Directors
John A. Martins,
President and Chief Executive Officer

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6551 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Date and Time
May 16, 2023 at 12:00 p.m. Eastern Time
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Location
Cross Country Healthcare, Inc. will have a virtual-only Annual Meeting of Stockholders in 2023, conducted exclusively via live audio cast at www.virtualshareholdermeeting.com/CCRN2023. There will not be a physical location for our 2023 Annual Meeting of Stockholders. Cross Country Healthcare Inc.’s Proxy Statement for the 2023 Annual Meeting of Stockholders and 2022 Annual Report are available at www.proxyvote.com.
Cross Country Healthcare, Inc. (the “Company,” “we,” “us,” or “our”) will hold the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) as a virtual only meeting via live audio cast on the internet for the following purposes:
Agenda
Board’s Voting Recommendation
Proposal 1
To elect eight director nominees to serve for a one-year term
✔FOR each director nominee
Proposal 2
To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023
✔FOR
Proposal 3
To approve, on a non-binding, advisory basis, the compensation paid to our named executive officers in 2022 (“say on pay” vote)
✔FOR
Proposal 4
To conduct an advisory vote on the frequency of future say on pay votes
✔FOR
We will consider and act upon other business that may properly come before the Annual Meeting or its adjournment, postponement, or continuation.
Only the Company’s stockholders of record at the close of business on March 20, 2023 (the “Record Date”) are entitled to receive this Notice of Internet Availability of Proxy Materials (this “Notice”) and to vote during the Annual Meeting or its adjournment, postponement, or continuation.
To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/CCRN2023 and enter the 16-digit control number included in your Notice, voting instruction form or proxy card. Please allow ample time for online check-in, which will begin at 11:45 a.m. Eastern Time on May 16, 2023.

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The date on which the Proxy Statement is first being made available to the Company’s stockholders is on or about April 3, 2023. The Proxy Statement, which more fully describes the matters to be considered at the Annual Meeting, is attached to this Notice. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (including the financial statements and schedules thereto, as filed with the Securities and Exchange Commission (the “SEC”)) accompany this Notice, but are not deemed to be part of the Proxy Statement.
It is important that your shares be represented at the Annual Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan to participate in the Annual Meeting, to vote your shares promptly by completing, signing and returning the accompanying proxy card. You do not need to affix postage to the enclosed reply envelope if you mail it within the United States. If you participate in the virtual meeting, you may withdraw your proxy and vote your share electronically during the Annual Meeting.
By Order of the Board of Directors,
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Susan E. Ball
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary

April 3, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 16, 2023: Cross Country Healthcare Inc.’s 2023 Proxy Statement for the 2023 Annual Meeting of Stockholders and 2022 Annual Report are available via the Internet at www.proxyvote.com.

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Forward Looking Statements
This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning. Forward-looking statements reflect management’s current expectations and are inherently uncertain. These forward-looking statements rely on assumptions and involve risks and uncertainties, including, but not limited to, factors detailed herein and under Part I, “Item 1A. Risk Factors” and in other sections of our 2022 Annual Report and in other filings with the SEC.
Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.
Website References
This document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The content of information on these websites is not part of this Proxy Statement.
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6551 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
OUR BOARD OF DIRECTORS
WHO WE ARE
The Board currently consists of nine members. The current terms of all nine members expire at the Annual Meeting, and all but Mr. Dircks are standing for re-election at the Annual Meeting to hold office until the next annual meeting of stockholders and until their successors are elected. We acknowledge and thank Mr. Dircks for his service on the Board for over 20 years.
The following eight directors have been nominated for election at the Annual Meeting for a one-year term ending upon the 2024 Annual Meeting of Stockholders:
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KEVIN C. CLARK, 62
Co-Founder and Chairman of
the Board of Directors, Cross
Country Healthcare
Director since 2019
Formerly:
•  President, Chief Executive Officer and Director, Cross Country Healthcare, Inc. (2019–March 2022)
• Chair and Chief Executive Officer, Talivity, Inc. (2015–2018)
• Chair and Chief Executive Officer, OGH, LLC (2002–2015)
• Chair and Chief Executive Officer, Pinnacor Inc. (1999–2001)
•  Chair and Chief Executive Officer, Poppe Tyson, Inc. (1996–1998)
• Chair and Chief Executive Officer, Cross Country, Inc.
(1986–1994)
Education:
• BBA, Florida Atlantic University
Director-relevant skills, experiences, and attributes:
•  Extensive experience building and leading health staffing, technology, and workforce solutions companies
• Institutional knowledge of Cross Country
• Governance experience based on prior and current board
service
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DWAYNE ALLEN, 61
Senior Vice President,
Solution Innovation, Emerging
Technology, Architecture, and
Intellectual Property, and
Chief Technology Officer,
Unisys Corporation
Director since 2023
Currently:
•  Senior Vice President & Chief Technology Officer, Unisys Corporation (since 2021)
Formerly:
• Global Digital Strategist, Microsoft Corp. (2019–2021)
•  Vice President & Chief Information Officer, Masonite International (2017–2019)
•  Chief Information Officer, Components, Cummins, Inc. (2011–2017)
•  Executive Director, Global Applications Development & Support, Cummins, Inc. (2009-2011)
•  Vice President, Information Technology, Fifth Third Bank (2003–2009)
•  Various positions, including Vice President and Division Chief Information Officer, Corporate Services Technology, Wells Fargo & Company, Inc. (2001–2003)
• IT Director, Strategy & Planning, Marriott International
(1996–1998)
Education:
• MBA, George Washington University
• BA, University of Virginia
Director-relevant skills, experiences, and attributes:
•  Over 25 years of leadership experience creating IT platforms and advancing digital strategy across industries
•  Track record of promoting digital innovation to enhance businesses
•  Experience leveraging advanced analytics and big data to reduce friction and increase efficiencies
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VENKAT BHAMIDIPATI, 56
Retired Executive Vice
President and Chief Financial
Officer, McAfee Corp.
Director since 2022
Formerly:
•  Investor and Strategic Advisor, Technology and Healthcare Companies (2022)
•  Executive Vice President, Chief Financial Officer, McAfee Corp. (2020–2022)
•  Executive Vice President, Chief Financial Officer, Providence St. Joseph Health (2017–2020)
•  Managing Director, Business Development & Mergers & Acquisitions, Microsoft Corp. (2016–2017)
•  Chief Financial Officer, Worldwide Enterprise Group, Microsoft Corp. (2011-2016)
•  Chief Financial Officer, Operations & Technology, Microsoft Corp. (2004–2011)
•  Various positions, including Senior Finance Director, Exodus Communications (1999–2004)
•  Various positions, including Controller, Sales, Hitachi Data Systems (1993–1999)
•  Manager, Assurance, PricewaterhouseCoopers (1988-1990)
Education:
• MBA, Kelly School of Business at Indiana University
• MA, Osmania University
Director-relevant skills, experiences, and attributes:
•  Led a comprehensive digital transformation process at Providence
• Instrumental in leading Microsoft’s cloud transition
•  Deep background in finance, digital strategy, corporate development, operations, and supply chain management
•  Seasoned investor and strategic advisor in technology and healthcare companies
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W. LARRY CASH, 74
Lead Independent Director
Retired President, Financial
Services and Chief Financial
Officer, Community Health Systems
Director since 2001
Formerly:
• Director, AAC Holdings, Inc. (OTC: AACH) (2017–2019)
•  Various positions, including President of Financial Services, Chief Financial Officer and Director, Community Health Systems, Inc. (1997–2017)
•  Vice President and Group Chief Financial Officer of Columbia/HCA Healthcare Corporation (1996–1997)
• Various positions, including Senior Vice President of Finance
and Operations, Humana, Inc. (1973–1996)
Education and awards:
• BS, University of Kentucky at Lexington
•  Recognized as one of the top three CFOs in the healthcare sector by Institutional Investor magazine for eleven consecutive years during his tenure at Community Health
Systems
Director-relevant skills, experiences, and attributes:
•  Experienced financial and operations executive with a keen understanding of healthcare industry dynamics
• Long track record in the acute and managed care sectors
•  Oversaw revenue growth from $700 million to over $18 billion at Community Health Systems
•  Governance experience with prior service on the Board of AAC Holdings, Inc.
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GALE
FITZGERALD, 72
Retired Former Principal of
TranSpend, Inc.
Director since 2007
Formerly:
• Founder and Principal, TranSpend, Inc. (2003–2022)
• Director, Diebold Nixdorf, Inc. (NYSE: DBD) (1999–2019)
• President, QP Group, Inc. (1994–2000)
•  Various positions, including Chair and Chief Executive Officer, Computer Task Group, Inc. (1991–2000)
•  Various technical, marketing and management positions, including Vice President, Professional Services, IBM,
(1973–1991)
Education:
• MA, Augustine Institute
• BA, Connecticut College
Director-relevant skills, experiences, and attributes:
•  Led a publicly traded, multinational IT staffing company for nearly a decade
•  Co-founded a strategic consulting firm focused on business process improvements and supply chain optimization
•  Deep understanding of corporate strategic planning and risk mitigation
•  Governance experience from prior service on the Board of Diebold Nixdorf, Inc.
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JOHN A. MARTINS, 55
President and Chief Executive
Officer, Cross Country
Healthcare (April 2022–
Present)
Director since 2022
Formerly:
•  Group President, Delivery, Cross Country Healthcare, Inc. (May 2021–April 2022)
•  Group President, Nurse and Allied, Cross Country Healthcare, Inc. (February 2021–May 2021)
•  Senior Vice President of Operations Strategy, Aya Healthcare, Inc. (2017–2020)
•  Senior Vice President, General Manager, AMN Healthcare Services, Inc. (2015–2017)
•  Various positions, including President, Onward Healthcare (2008–2015)
• Vice President, Access Nurses (2005–2008)
• Financial Advisor, Morgan Stanley (2004–2005)
•  Various positions, including Vice President of Operations, The Et Al Group (1996–2004)
•  Developer, UPS (1994–1996)
Education:
• BA, William Peterson University
Director-relevant skills, experiences, and attributes:
•  Keen understanding of developing and deploying digital innovation and technology in the healthcare staffing industry
•  Extensive knowledge of travel nurse and allied, per diem, locum tenens, and education staffing services
• Institutional knowledge of Cross Country Healthcare
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JANICE E. NEVIN, M.D., MPH, 62
President and CEO,
ChristianaCare Health System
(2014–Present)
Director since 2020
Formerly:
•  Various positions, including Chief Medical Officer and Chief Patient Safety Officer, ChristianaCare Health System
(2002 – 2014)
•  Director, Sidney Kimmel Medical College (1995 – 2002)
Education and awards:
•  MD, Sidney Kimmel Medical College at Thomas Jefferson University
• MPH, University of Pittsburgh
• BA, Harvard University
• Inducted into Delaware Women’s Hall of Fame in 2017
•  Recognized among 100 Great Healthcare Leaders to Know by Becker’s Hospital Review in 2017
• Named the 2016 Woman of Distinction by the Girl Scouts of
the Chesapeake Bay
Director-relevant skills, experiences, and attributes:
•  Experience leading the operations of a large healthcare system with first-hand knowledge of healthcare staffing
•  Nationally recognized as a pioneer and thought leader in value-based care and population health; selected by Modern Healthcare as one of its 50 Most Influential Clinical Executives in 2020, 2021 and 2022
•  Developed the unique data-driven care coordination platform CareVio™ to proactively address patients’ social and behavioral health needs in addition to their medical needs, a program which earned the 2017 John M. Eisenberg Patient Safety and Quality Award
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MARK PERLBERG, JD, 67
Managing Director, Nautic
Partners, LLC (Since 2020)
Director since 2015
Formerly:
•  President and Chief Executive Officer, Oasis Outsourcing Holdings Inc. (2003–2020)
• President and COO, Profit Recovery Group Inc. (2000–2003)
•  Vice President and General Manager, North Region, John H. Harland Company (1996–2000)
•  Area Vice President, Latin America and Caribbean, The Western Union Company (1989–1995)
Education:
• JD, Boston College Law School
• BA, University of Rochester
Director-relevant skills, experiences, and attributes:
•  Track record of leadership and sales strategy development across a wide array of industries, including human resources, business services, utilities, and financial institutions
•  Experience growing companies both organically and through acquisitions
•   Has planned and successfully implemented key growth strategies, including creating and leading an integrated sales, operations, IT, and client service platform
OUR SKILLS, EXPERIENCES AND ATTRIBUTES
Our Board has identified key skills, experiences and attributes that are important to be represented on the Board in light of the Company’s business strategy and anticipated future needs. These skills, experiences, and attributes include:
Substantial executive leadership experience working at an array of health care entities with staffing needs;
Experience building and/or working for entities that address outsourcing staffing needs in both the health and digital fields;
Investment, legal, financial, and accounting expertise;
Experience creating IT platforms and advancing digital transformation;
Diversity with respect to age, gender, race, and ethnicity, such that the Board reflects the diversity of our Company, our customers, and the healthcare professionals with whom we work; and
High ethical standards, integrity, professionalism, and business judgment.
The following chart highlights some of our directors’ core skills, experiences, and attributes and describes their importance to our business strategy.
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Board Skills, Tenure, and Diversity
Our director nominees bring to our Board a wide variety of skills, qualifications, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. The table below is a summary of the range of skills and experiences that each director nominee brings to the Board, each of which we find to be relevant to our business. Because it is a summary, it does not include all of the skills, experiences, and qualifications that each director nominee offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director nominee does not possess it. All of our director nominees exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.
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As discussed below, while we do not have a formal policy on diversity, we are committed to comprising our Board with well-rounded individuals possessing diverse and complementary skills, core-competencies and expertise, including diversity with respect to age, gender, national origin and race, for the optimal functioning of the Board. Additionally, the Board does not believe that arbitrary term limits on directors’ service are appropriate, however, directors are required to resign at the age of 75 and the Board may accept or reject such resignation at its discretion. Directors who have served on the Board for an extended period of time have institutional knowledge and are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company’s history, policies, and objectives. The Board self-evaluation process described below will be an important determinant for Board tenure.
The charts and Board Diversity Matrix below provide a snapshot of certain characteristics of our current Board. The information as of April 3, 2023 includes Mr. Dircks; as discussed above, Mr. Dircks was not nominated to stand for re-election at the 2023 Annual Meeting and the size of our Board will be reduced to eight members following the conclusion of the Annual Meeting.
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Board Diversity Matrix as of April 3, 2023
Total Number of Directors
9
Female
Male
Non-
Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
2
7
0
0
Part II: Demographic Background
African American or Black
0
1
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
1
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
2
4
0
0
Two or More Races or Ethnicities
0
1
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
0
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The Board Diversity Matrix as of April 4, 2022 includes Mr. Trunfio, who retired and did not stand for re-election at the 2022 Annual Meeting.
Board Diversity Matrix as of April 4, 2022
Total Number of Directors
9
Female
Male
Non-
Binary
Did Not
Disclose
Gender
Part I: Gender Identity
Directors
2
7
0
0
Part II: Demographic Background
African American or Black
0
1
0
0
Alaskan Native or Native American
0
0
0
0
Asian
0
0
0
0
Hispanic or Latinx
0
0
0
0
Native Hawaiian or Pacific Islander
0
0
0
0
White
2
5
0
0
Two or More Races or Ethnicities
0
1
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
0
HOW WE ARE SELECTED, ELECTED AND SERVE
At the direction of our Board of Directors, the Governance and Nominating Committee, assisted as appropriate by other members of the Board and management:
Develops recommendations for the size and composition of the Board, reflecting:
current and anticipated operational, business, financial and sector needs, including needs for any specialized knowledge
core competencies, integrity and leadership
a range of complementary and diverse attributes such as diversity of age, gender, race, ethnicity, disability, orientation, national origin, veteran status, etc.
Identifies opportunities for director refreshment
Identifies candidates, with assistance of board search firm, for the Board to consider nominating to stand for election, including:
Considering director candidates recommended by stockholders on the same basis and in the same manner as other candidates and in compliance with established procedures.
Taking into account each potential candidate’s
Relevant experience including in healthcare, staffing, IT, business, finance and accounting;
Personal and professional integrity;
Ability to commit the needed time and resources to be an effective director; and
Overall fit into the mix of Board-wide skills, experiences, and attributes.
All stockholder recommendations for director candidates must be submitted to our legal department at 6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida, 33487, Attn: General Counsel, which will forward all recommendations to the Governance and Nominating Committee.
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Except as set forth in our Amended and Restated Bylaws filed with the SEC and available at https://ir.crosscountryhealthcare.com/corporate-governance, there have been no changes to the procedures by which stockholders may recommend director nominees to our Board since our last disclosure of such procedures, which appeared in the definitive Proxy Statement for our 2022 Annual Meeting of Stockholders.
The Board currently consists of nine members. The current terms of all nine directors expire at the Annual Meeting, and eight of such directors are standing for re-election at the Annual Meeting. As discussed above, Mr. Dircks was not nominated to stand for re-election at the Annual Meeting and the size of our Board will be reduced to eight members following the Annual Meeting.
Each director nominee elected will hold office until the 2024 Annual Meeting of Stockholders and until a successor has been duly elected and qualified unless, prior to such meeting a director shall resign, or his or her directorship shall become vacant due to his or her death, resignation, or removal. All director nominees were elected at the 2022 Annual Meeting of Stockholders, other than Messrs. Allen and Bhamidipati who were elected by the Board to serve as directors effective January 3, 2023 and November 16, 2022, respectively.
Each director nominee has agreed to serve, if elected, and management has no reason to believe that any of the director candidates will be unavailable to serve if elected. If any of the director nominees should be unavailable for election, the proxies will be voted for the election of such other person as may be recommended by the Board in place of such director nominee. Shares properly voted will be voted FOR each director nominee unless the stockholder indicates on the proxy that authority to vote the shares is withheld for one or more of the director nominees listed. A proxy cannot be voted for a greater number of persons than the eight director nominees.
There are no arrangements or understandings between any of the director nominees or executive officers and any other person pursuant to which our director nominees or executive officers have been selected for their respective positions.
WHAT WE ACCOMPLISHED
Our Board was active in 2022 in overseeing the continued execution of the Company’s strategy and working with our management team to evolve our business for accelerated growth, higher efficiency, and long-term value creation. In addition to fulfilling its ongoing, core oversight function, our Board achieved several significant milestones in 2022, including:
Conducting a comprehensive succession planning exercise and implementing a thorough succession and continuity plan for each of the Company’s principal executives;
Overseeing a successful leadership transition, with John Martins becoming our new President and Chief Executive Officer;
Retaining Kevin C. Clark as new Chairman of the Board;
Conducting a comprehensive refreshment process resulting in the appointment of two new independent directors, Dwayne Allen and Venkat Bhamidipati, in January 2023 and November 2022, respectively;
Authorizing a $100 million share repurchase program, and repurchasing 1.4 million shares in 2022, reflecting the strength of our financial position and our confidence in our ability to continue to execute on our strategy;
Holding a two-day, Board-led strategy session to conduct an evaluation of the Company’s strategy, business performance and configuration, risks and opportunities and other topics central to long-term value creation;
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Conducting a tabletop cybersecurity exercise, enhancing the Board’s ability to anticipate and respond to various cybersecurity risks;
Realigning the focus and oversight of certain risks to Committees based on an annual assessment of key risk topics; and
Evaluating and approving three acquisitions, strengthening Cross Country’s position in the talent management landscape, and enhancing our ability to solve complex workforce challenges.
HOW WE ARE EVALUATED
The Governance and Nominating Committee is responsible for ensuring that the Board has a robust and effective performance process in place for the Board, as well as for the CEO and management. At least on an annual basis, each Board member is required to complete an anonymous assessment distributed by a third party regarding the performance of the full Board, his or her individual performance on the Board, and the effectiveness of the Committee on which he or she serves. The results are aggregated, and a detailed summary is provided to the Chairperson of the Governance and Nominating Committee and the Chairman of the Board. Thereafter, the results are communicated with the full Board and Chairpersons of the Committees and discussions occur to address any issues that may have arisen.
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HOW WE GOVERN AND ARE GOVERNED
Board Independence
Our securities are listed on Nasdaq and, as set forth in our Governance Guidelines, we use the standards of “independence” prescribed by Nasdaq requirements. Under Nasdaq rules, a majority of a listed company’s board of directors must be independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit committee and compensation committee be independent and satisfy additional independence criteria set forth in Rules 10A-3 and 10C-1, respectively, under the Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Annually, each member of the Board is required to complete a questionnaire designed in part to provide information to assist the Board in determining if the director is independent under the Nasdaq rules. Based upon information requested from and provided by each director concerning their background, employment, and affiliations, including family relationships, our Board has determined, upon the recommendation of our Governance and Nominating Committee, that the following directors are independent and have no material relationship with the Company: Dwayne Allen, Venkat Bhamidipati, W. Larry Cash, Thomas C. Dircks, Gale Fitzgerald, Janice E. Nevin, M.D., MPH, and Mark Perlberg, JD. Mr. Cash serves as the Board’s Lead Independent Director.
As Mr. Martins is our President and Chief Executive Officer, he is not independent, and as Mr. Clark was our former President and Chief Executive Officer, he is not independent. The Board has also determined that each of the current members of our Audit Committee and our Compensation Committee satisfies the independence standards for such committee established by Rules 10A-3 and 10C-1 under the Exchange Act, the SEC rules, and the Nasdaq rules, as applicable, and that the current members of the Governance and Nominating Committee are also independent.
Governance Frameworks and Policies
Our core governance frameworks and provisions are contained in our Governance Guidelines, Code of Conduct and Business Ethics Policy. These can be found on our website at https://ir.crosscountryhealthcare.com/corporate-governance or provided in print at no charge, upon request to our Corporate Secretary at 6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487. We will disclose any changes in, or waivers from, our Code of Conduct and Business Ethics Policy by posting such information on the same website or by filing a current report on Form 8-K, in each case if such disclosure is required by the rules of the SEC or Nasdaq.
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Board Committees
Our Board has three standing committees: Audit, Compensation, and Governance and Nominating Committees. Each of these committees is comprised solely of independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules. Each committee operates pursuant to a committee charter. The charters of the Audit, Compensation, and Governance and Nominating Committees are on our website at https://ir.crosscountryhealthcare.com/corporate-governance. In 2022, the Board refreshed its committees. See table and footnotes below.
The following chart provides a summary of the committees’ duties, responsibilities, and composition:
Committee
Responsibilities and Duties
Members
Meetings
in 2022
Audit Committee
• The Audit Committee is the principal agent of the Board in overseeing (i) the quality and integrity of our financial statements, (ii) legal and regulatory compliance, (iii) the independence, qualifications, and performance of our independent registered public accounting firm, (iv) the performance of our internal auditors, (v) the integrity of management and the quality and adequacy of disclosures to stockholders, (vi) the company’s systems and disclosure controls and procedures; (vii) risk management related to cybersecurity risks; and (viii) risk management related to environmental/climate risks.
• The Audit Committee is responsible for hiring and terminating our independent registered public accounting firm and approving all auditing, as well as any audit-related and any other non-auditing services to be performed by the independent registered public accounting firm.
• In carrying out its duties and responsibilities, the Audit Committee shall have the authority to engage outside legal, compliance, accounting and other advisers and seek any information it requires from employees,
officers, and directors.
•  The Audit Committee may form and delegate authority to subcommittees consisting of one or more of its members as the Audit Committee deems appropriate to carry out its responsibilities and exercise its powers, subject to such reporting to or ratification by the Audit Committee as the Audit Committee shall direct.
Cash†*♦
Allen♦(1)
Bhamidipati*♦(1)
Dircks*♦(2)
Fitzgerald(3)
Freeman(4)
Nevin♦
8
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Committee
Responsibilities and Duties
Members
Meetings
in 2022
Compensation
Committee
• The role of the Compensation Committee includes (i) reviewing and approving corporate goals and objectives relevant to Chief Executive Officer (“CEO”) compensation; (ii) evaluate the CEO’s performance in light of the goals and objectives, and determine and approve the CEO’s compensation level based on this evaluation; (iii) make recommendations to the Board with respect to compensation, incentive compensation plans and equity-based plans for all executive officers of the Company, and develop guidelines and review compensation and overall performance of all executive officers of the Company; (iv) produce a Compensation Committee report on executive compensation as required by the SEC to be included in the Company’s annual Proxy Statement or Annual Report on Form 10-K filed with the SEC; (v) evaluate on an annual basis the performance of the Compensation Committee in accordance with applicable rules and regulations; (vi) annually review and make recommendations to the Board regarding non-employee director compensation; (vii) oversee the Company’s policies and procedures relating to human capital management and retention risks; and (viii) oversee the Company’s diversity, equity and inclusion programs.
Perlberg†(5)
Cash
Freeman(4)
Fitzgerald(3)
Trunfio(6)
8
 
• Under its charter, the Compensation Committee has the authority and may, in its sole discretion, obtain advice and seek assistance from internal and external legal, accounting and other consultants. The Compensation Committee has the sole authority to select or receive advice from, and terminate a compensation consultant or other advisor to the Compensation Committee (other than in-house legal counsel) to assist in the evaluation of the compensation of our CEO, executive officers and directors, including sole authority to approve such firm’s fees and other retention terms, and we provide appropriate funding as determined by the Compensation Committee. In selecting advisers, the Compensation Committee will take into
consideration certain independence factors.
 
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Committee
Responsibilities and Duties
Members
Meetings
in 2022
 
• The Compensation Committee may establish one or more subcommittees consisting of one or more members of the Board to focus on specific aspects of its duties and responsibilities and may delegate any of its responsibilities to any such subcommittee if it so chooses, provided that the subcommittee decisions are presented to the full Compensation Committee for ratification at its next scheduled meeting.
 
 
Governance and Nominating Committee
• The role of the Governance and Nominating Committee is to: (i) develop and recommend to the Board of Directors a set of corporate governance principles and review them at least annually; (ii) determine the qualifications for board membership and recommend nominees to the stockholders; (iii) ensure a robust and effective performance evaluation process is in place for the Board, the CEO, and senior management, as well as an effective succession planning process for these positions; (iv) oversee the Company’s policies and procedures relating to governance, as well as risks relating to the same; and (v) oversee the Board’s structure and organization.
•  The Committee shall have the sole authority to retain and terminate external advisors to the extent additional expertise is deemed necessary in fulfilling the Committee’s fiduciary responsibilities.
• The Committee may form and delegate authority to subcommittees consisting of one or more of its members, other Board members and officers of the Company as the Committee deems appropriate and permitted under applicable rules and regulations in order to carry out its responsibilities.
Fitzgerald†
Dircks(2)
Nevin
Perlberg
Trunfio(6)
9

Committee Chairperson
*
Audit Committee Financial Expert, as defined in the applicable SEC regulations

Possesses requisite financial sophistication required by Nasdaq Rule 5605(c)(2)(A)
(1)
Mr. Allen and Mr. Bhamidipati were appointed to the Audit Committee in January 2023.
(2)
Mr. Dircks was appointed to the Audit Committee in March 2022 and to the Governance and Nominating Committee in May 2022. As discussed above, Mr. Dircks was not nominated to stand for re-election at the Annual Meeting.
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(3)
Ms. Fitzgerald rotated off the Audit Committee and was appointed to the Compensation Committee in March 2022.
(4)
Mr. Freeman served on the Audit Committee and Compensation Committee until June 2022, when he passed away.
(5)
Mr. Perlberg was appointed as Chairperson of the Compensation Committee in March 2022, effective May 2022.
(6)
Joseph A. Trunfio served as a director of the Board from October 2001 through May 16, 2022, and he served on the Governance and Nominating Committee since May 2006 and served as Chairperson of the Compensation Committee from January 2014 until May 2022. Mr. Trunfio retired from the Board in May 2022 at the age of 75 pursuant to the Company’s guidelines.
Board and Committee Meetings
During the fiscal year ended December 31, 2022 (“Fiscal 2022”), there were 8 meetings of the Board. For Fiscal 2022, each director attended more than 75% of the aggregate of (i) the total number of meetings of the Board and (ii) the total number of meetings held by all committees on which he or she served (for the period that such director served on the Board and/or committee during 2022). All directors attended 100% of the meetings of the Board during the period in which he or she served as a director, and more than 90% of the meetings of the committee or committees on which he or she served. All directors nominated for election to the Board were members of the Board for the entirety of Fiscal 2022, with the exception of Mr. Martins, who became a director in April 2022, and Messrs. Bhamidipati and Allen who became directors in November 2022 and January 2023, respectively. It is the practice of the Board to have the independent directors meet in an executive session at each meeting of the Board. While we do not have a formal policy, it is also our practice that all directors should attend the Annual Meeting of Stockholders. During the Board’s quarterly May meeting held in person, all directors, with the exception of Messrs. Allen and Bhamidipati, who were not directors at that time, adjourned to attend the 2022 Annual Meeting of Stockholders which was held virtually.
Risk Oversight
The Board oversees executives’ management of risks that are most relevant to the Company. In this role, the Board is responsible for the overall supervision of our risk management activities which occurs at both the full Board level and at the committee level.
Our Audit Committee also has the responsibility to, among other things, review with management, the Company’s policies regarding major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also reviews with management, the policies governing the process by which risk assessment and risk management are undertaken and has oversight for the effectiveness of management’s enterprise risk management process that monitors key business risks facing us, such as cybersecurity and data privacy risks and environmental and climate risks, among others. In addition to our Audit Committee, the other committees of the Board consider the risks within their areas of responsibility. For example, the Compensation Committee assesses risk that could result from the structure and design of our executive compensation programs, our incentive compensation plans, director compensation, perquisites, compliance with the Sarbanes-Oxley Act of 2002 regarding prohibitions on loans to executive officers and directors, human capital management and retention risks, among others. The Governance and Nominating Committee evaluates risks with respect to, among other things, corporate governance matters, the structure of the Board, and the background and suitability of director nominees. Additionally, the Board continually evaluates our risks related to cybersecurity, liquidity, operations, credit, regulatory compliance and fiduciary risks, and the processes in place to monitor and control such exposures. Management also provides regular updates throughout the year to the respective committees regarding management of the risks they oversee, and each of these committees report their findings to the full Board, including any areas of risk that require Board attention. Additionally, the full Board reviews our short- and long-term strategies, including consideration of risks facing us and their potential impact.
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graphic
While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to its committees. During 2022, the Board and management evaluated the risks most germane to the Company and specifically identified certain topics as appropriate to be delegated to committees in order to provide more focus and oversight of these areas:
Key Topics Identified in 2022 and Delegated to Committees
Audit Committee
Compensation Committee
 - Cybersecurity and Data Protection Risks
 - Human Capital Management and Retention
 - Environmental/Climate Risks
 - Diversity, Equity and Inclusion
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Board Leadership Structure
Our Company is led by Mr. John A. Martins, who serves as our President and Chief Executive Officer. Our Board is currently comprised of Mr. Martins, our President and Chief Executive Officer, Mr. Clark, our former President and Chief Executive Officer, and seven independent directors. Mr. Clark has served as the non-executive Chairman of the Board since April 2022, and Mr. Cash has served as the Lead Independent Director of the Board since 2019. As discussed earlier, Mr. Dircks was not nominated to stand for re-election at the Annual Meeting.
The Board has determined that our current board leadership structure is appropriate and helps to ensure proper risk oversight for us for a number of reasons, the most significant of which are as follows:
The Board determines the structure based on what it believes is in the best interest of the Company and its stockholders at any given point in time. While the Company does not maintain a policy to separate the CEO and Chairman of the Board roles, the current Board structure separates the CEO and Chairman of the Board roles to allow the CEO to focus on running the day-to-day business.
The Chairman of our Board presides over the Board meetings, consults with our Lead Independent Director, other Board members, and the CEO to create and approve appropriate agendas for Board meetings and determine the appropriate time allocated to each agenda item in discussion of our short and long-term objectives and serves as the primary interface between management and the Board.
Our Lead independent Director serves as an independent liaison for the Chairman of the Board, Board members and the Company’s stakeholders. He monitors the CEO-Chairman of the Board relationship and supports the Chairman of the Board. Our Lead Independent Director also presides over independent director executive sessions and ensures Board agendas cover topics of interest or concerns to independent directors.
Members of our Board are kept informed of our business by various documents sent to them before each meeting and as otherwise requested, as well as through oral reports made to them during these meetings by our CEO, CFO, and other senior executives.
Our Board structure provides strong oversight by independent directors, who regularly meet in executive session without management present. The Board is advised of all actions taken by the various committees of the Board and has full access to all of our books, records and reports.
Members of the Board have direct access to the management team and those individuals are available at all times to answer questions from Board members. Our Board has extensive management experience in business and, in particular, the healthcare industry in which we operate. The continuity and tenure of our Board provides a valuable source of institutional knowledge.
HOW YOU CAN COMMUNICATE WITH US
Stockholder Engagement
We believe that effective corporate governance includes year-round engagement with our stockholders and other stakeholders. We meet regularly with our stockholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with dozens of stockholders, including our largest stockholders, two to three times a year. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with stockholders each year. We find it beneficial to have ongoing dialogue with our stockholders throughout the year on a full range of investor priorities (instead of engaging with stockholders only prior to our annual meeting on issues to be voted on in the proxy statement).
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Depending on the circumstance, our lead director or another independent director may engage in these conversations with stockholders as well. Our direct engagement with stockholders helps us better understand our stockholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share them with our Board as we review and evolve our practices and disclosures.
Our Board of Directors casts a wide net for information to inform its deliberations, oversight and decision making. Our Board values regular input from investors and other stakeholders who have a shared financial interest in the Company. Our Board has created a number of ways for investors and other stakeholders to provide input including:
Attending the Annual Meeting of Stockholders and submitting questions to be addressed during the meeting;
Attending quarterly earnings calls, investor conferences and other similar opportunities;
Calling our toll-free number, 1-800-354-7197;
Sending an email to an individual director, a committee, or the full board at governance@crosscountry.com;
Mailing a letter to us at 6551 Park of Commerce Blvd, Boca Raton, Florida 33487 Attn: General Counsel; or
Requesting a stockholder engagement meeting via one of the means outlined here.
All such communications will be forwarded directly to the Board or any individual director or committee of the Board, as applicable.
NON-EMPLOYEE DIRECTOR COMPENSATION
Annually, the Compensation Committee evaluates the Company’s non-employee director compensation design, competitiveness and effectiveness, to help ensure the program continues to facilitate the attraction and retention of highly qualified board members. During Fiscal 2021, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to review the competitiveness of our non-employee director compensation program relative to industry peers and other comparably sized organizations and provide recommendations as deemed appropriate. The industry peer groups used in these periodic market studies are the same ones used to assess pay competitiveness for named executive officers. Following the Fiscal 2021 analysis, and effective in June 2022, the Compensation Committee approved increases to the cash retainers for board service, from $70,000 to $75,000 annually, and for the Chairperson of the Governance and Nominating Committee, from $10,000 to $12,250, all to align more closely with 50th percentile market values. Similarly, increases were also approved, effective in June 2022, to the annual equity grant value, from $110,000 to $125,000, and the non-employee director stock ownership requirement, from two times to three times the board cash retainer value. The Compensation Committee annually reviews the independence of Pearl Meyer. Pearl Meyer does not perform any additional services for the Company other than its compensation consulting services to the Compensation Committee and is deemed to be independent under relevant stock exchange standards.
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Cash Compensation
In Fiscal 2022, our independent directors were awarded fees based on the schedule set forth below, and the fees are paid on a quarterly basis. Only non-employee directors receive compensation for their services as directors. Compensation for Mr. Clark, our former President and Chief Executive Officer and for Mr. Martins, our current President and Chief Executive Officer, is reflected under “Compensation Discussion and Analysis” below.
Board Cash Retainer
$75,000
Chairman of Board Service
$85,000
Audit Committee Chairperson Service
$25,000
Compensation Committee Chairperson Service
$15,000
Governance and Nominating Committee Chairperson Service
$12,250
Lead Independent Director Service
$25,000
Consistent with historic practice, no payments were made for non-chairperson committee member services in Fiscal 2022.
Equity Compensation
During Fiscal 2022, Messrs. Clark, Cash, Dircks, Freeman, and Perlberg and Mses. Fitzgerald and Nevin each received a grant of restricted shares of Common Stock on June 1, 2022, under the Company’s Cross Country Healthcare, Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”). Each such grant consisted of a number of shares of restricted Common Stock equal to approximately $125,000, based on the closing price of our Common Stock on the date of grant. The vesting period for the restricted shares granted to directors is one year, which aligns with the Company’s annual board term. Mr. Bhamidipati received a pro-rated grant of restricted shares of Common Stock on November 16, 2022, consisting of a number of shares of restricted Common Stock equal to approximately $62,500, based on the closing price of our Common Stock on the date of grant.
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Travel Reimbursement
All independent directors are reimbursed for the reasonable travel expenses they incur in attending meetings of the Board or Board committees.
Stock Ownership Requirement
Non-employee directors are required to hold an amount of the Company’s common stock equal to three times the annual board cash retainer of $75,000, which amount may be accumulated over five years. Unvested restricted shares and indirectly owned shares are included in determining whether the threshold has been achieved. As of April 3, 2023, all current directors are in compliance with, or on track to gain compliance within his or her respective five-year grace period, with our stock ownership guidelines.
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2022 DIRECTOR COMPENSATION TABLE
The following table provides compensation information for our non-employee directors for Fiscal 2022, except for Mr. Clark, our former President and Chief Executive Officer. As Mr. Clark served as our President and Chief Executive Officer until March 31, 2022, his Fiscal 2022 compensation is set forth in the Summary Compensation Table on page 61 of this proxy statement. Similarly, Mr. Martins’, our current President and Chief Executive Officer, Fiscal 2022 Compensation is set forth in the Summary Compensation Table on page 61 of this proxy statement. Additionally, Mr. Allen joined our Board in Fiscal 2023, and is therefore not included in this table.
Name
Fees Earned
or Paid
in Cash ($)(1)
Stock
Awards
($)(2)(3)(4)(5)
Total ($)
Venkat Bhamidipati
62,500
62,500
W. Larry Cash
123,750
125,000
248,750
Thomas C. Dircks
95,000
125,000
220,000
Gale Fitzgerald
85,439
125,000
210,439
Darrell S. Freeman, Sr.
92,500
125.000
217,500
Janice E. Nevin, M.D., MPH
73,750
125,000
198,750
Mark Perlberg, JD
85,000
125,000
210,000
Joseph A. Trunfio, Ph.D.
21,250
21,250
(1)
Mr. Trunfio retired in May 2022; he received one quarterly cash payment totalling $21,250 in 2022 prior to his retirement. Mr. Freeman was re-elected as a director of the Company in May 2022 and served as a director until June 2022 when he passed away. As a result, the Company paid his estate $56,250, the Board’s annual cash retainer for the remaining period he would have served as a director.
(2)
Amounts in this column reflect the aggregate grant date fair value of awards of restricted stock granted under our 2020 Omnibus Incentive Plan and computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718, Compensation-Stock Compensation (ASC Topic 718). The assumptions used in determining the amounts in this column are set forth in Note 14 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 23, 2023. Except for Mr. Bhamidipati, the restricted stock was granted on June 1, 2022 with a grant date fair value per share of $17.36. Mr. Bhamidipati’s pro-rated grant occurred on November 16, 2022, with a grant date fair value per share of $33.79. All awards will vest on the first anniversary of their grant date. Based on a grant date fair value of approximately $125,000 and $62,500, respectively, the actual number of shares of restricted stock granted to each director was 7,201 shares, and 1,850 shares for Mr. Bhamidipati. Mr. Trunfio did not receive equity awards in 2022.
(3)
Aggregate restricted shares outstanding as of December 31, 2022 for each director were as follows: Venkat Bhamidipati: 1,850; W. Larry Cash: 7,201; Thomas C. Dircks: 7,201; Gale Fitzgerald: 7,201; Janice E. Nevin: 7,201; and Mark Perlberg: 7,201.
(4)
When Mr. Freeman passed away in June 2022, his unvested equity awards ceased to exist at that time. The Board approved and the Company made a cash payment to Mr. Freeman’s estate in an amount equal to the 7,201 unvested shares (or $145,604) awarded to Mr. Freeman in June 2022 prior to his death.
(5)
The Company’s Governance Guidelines provide for accelerated vesting of stock grants to an independent director upon retirement so long as the director was at least 70 years old or has served on the Board for 7 years. Upon Mr. Trunfio’s retirement in May 2022, 11,819 shares granted to him vested.
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OUR COMPANY
WHAT WE DO
Cross Country Healthcare finds the right people at the right time in the right capacities to work at thousands of entities that need qualified healthcare or educational talent and provides those individuals with optimal flexibility, compensation, and support.
Among others, we create opportunities for:
Registered Nurses (RN)
Licensed Practical Nurses (LPN/LVN)
Certified Nursing Assistants (CNA)
Physicians (MD)
Advanced Practitioners (AP) (e.g., Nurse Practitioners, Physician Assistants, Medical Assistants, etc.)
Allied Health professionals in roles such as:
Diagnostic Imaging
Rehabilitation
Medical Laboratory
Respiratory
Pharmacy Social Worker
Dental
Educational roles including:
Speech language therapists
Physical therapists
Teachers
Substitute teachers
Non-clinical health care roles including:
Health Information Management
Administrative/Clerical
Dietary
Medical Billers/Medical Coders
Environmental Services
Our clients operate in diverse settings such as:
Ambulatory Care Facilities
Correctional Facilities
Home Health Services
Hospice Care Services
Hospitals
Insurance Companies
Long-term Care/Skilled Nursing Facilities
Physician Practices
School Systems
Urgent Care Centers
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We use an array of digital and advanced management platforms, databases and solutions to provide these services and enable the people we place to find employment in their preferred formats including full- and part-time work, per-diem arrangements, contract and travel roles and other evolving models reshaping the nature of work globally.
WHO WE ARE
Although we harness the power of advanced digital and management solutions, we are fundamentally a company of people who find people to help people in need of health care. Although the law requires us to feature information about our Board of Directors and executive officers, we think of ourselves more holistically as a company of over 10,000 people, including approximately 2,700 corporate employees and an average of more than 12,500 full-time equivalent field employees, providing value via a variety of arrangements to over 5,000 facilities in all 50 states.
In addition to our President and Chief Executive Officer, John A. Martins, our corporate leadership includes:
Name
Age
Position
Susan E. Ball, JD, MBA, RN
59
EVP, Chief Administrative Officer, General Counsel and Secretary
William J. Burns, MBA, CPA
53
EVP, Chief Financial Officer
Cynthia A. Grieco
48
Vice President, Corporate Treasurer
Marc Krug, JD, MBA
55
Group President, Delivery
Colin P. McDonald, MS
55
Chief Human Resources Officer
Karen Mote
58
President, Cross Country Locums
Phillip Noe
52
Chief Information Officer
James V. Redd III, MBA, CPA
53
Chief Accounting Officer
Daniel J. White
61
Chief Commercial Officer
graphic

SUSAN E. BALL, 59
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary
Joined Company in 2002
Formerly:
•  Corporate Counsel, Cross Country Healthcare, Inc. (2002 – 2004)
• Attorney at Gunster, Yoakley & Stewart, P.A. (1998 – 2002)
•  Attorney at Skadden, Arps, Slate, Meagher and Flom LLP (NY) (1996 – 1998)
•  Registered nurse
Education:
• MBA, Florida Atlantic University
• JD, New York Law School
• BS, The Ohio State University
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graphic
WILLIAM J. BURNS, 53
Executive Vice President,
Chief Financial Officer
Joined Company in 2014
Formerly:
•  Chief Operating Officer, Cross Country Healthcare, Inc. (2018 – 2019)
•  Chief Financial Officer, Cross Country Healthcare, Inc. (2014 – 2018)
•  Group Vice President and Corporate Controller, Gartner, Inc. (2008 – 2014)
• Chief Accounting Officer, CA Technologies, Inc.
(2006 – 2008)
• Various accounting and finance roles, Time Warner, Coty, Inc.,
Honeywell, and Adecco North America (1995 – 2006)
• Auditor and Senior Auditor, Deloitte & Touche, LLC
(1992 – 1995)
Education:
• MBA, New York University Stern School of Business
• BA, Queens College
•  Certified Public Accountant
graphic
CYNTHIA A. GRIECO, 48
Vice President, Corporate
Treasurer
Joined Company in 2016
Formerly:
•  Vice President, Treasury Operations, Cross Country Healthcare, Inc. (2018 – 2022)
•  Senior Director, Assistant Treasurer, Cross Country Healthcare, Inc. (2017 – 2018)
•  Director, Treasury Operations, Cross Country Healthcare, Inc. (2016 – 2017)
• Various treasury positions, JM Family Enterprises
(2001 – 2015)
Education:
• BBA, Florida Atlantic University
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graphic
MARC KRUG, 55
Group President, Delivery
Joined Company in 2017
Formerly:
•  Division President, Travel, Cross Country Healthcare, Inc. (2021 – 2022)
•  Division President Travel and Local, Cross Country Healthcare, Inc. (2021)
•  Senior Vice President, Travel Nurse and Allied Delivery, Cross Country Healthcare, Inc. (2020 – 2021)
•  Senior Vice President, Travel Allied, Cross Country Healthcare, Inc. (2018 – 2020)
•  Vice President, Allied, Cross Country Healthcare, Inc. (2017 – 2018)
•  President, Jackson Therapy Partners (January 2016–November 2016)
• Executive Vice President, Noor Staffing Group (2011–2015)
•  Attorney in Massachusetts
Education:
• MBA, Boston College Carroll School of Management
• JD, New England School of Law
•  BA, University of Massachusetts
graphic
COLIN
MCDONALD, 55
Chief Human Resources
Officer
Joined Company in 2014
Formerly:
•  Senior Vice President, Human Resources, Cross Country Healthcare, Inc. (2020 – 2022)
•  Vice President, Human Resources & Labor Relations, Cross Country Healthcare, Inc. (2014 – 2020)
• Various human resources roles at Carnival Cruise Lines,
RandCol Staffing and Citrix
Education:
• MS, Mercy College
• BA, State University of New York at New Paltz
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graphic
KAREN MOTE, 58
President, Cross Country
Locums
Joined Company in 2002
Formerly:
•  Vice President, Cross Country Advanced Practice (2015 – 2019)
• Director, Cross Country Advanced Practice (2009 – 2014)
• Director, Medical Doctor Associates (2008 - 2009)
• Manager, Medical Doctor Associates (2001 – 2008)
•  Staffing Consultant, Medical Doctor Associates (1998 – 2001)
Education:
•  Clinical Laboratory Degree, North Georgia Technical College
graphic
PHIL NOE, 52
Chief Information Officer
Joined Company in 2021
Formerly:
• Chief Information Officer, Vaco, LLC (2018 – 2021)
• Chief Information Officer, Adecco Group, NA (2013 – 2018)
Education:
•  Master of Health Administration and Master of Information Management, Washington University
• BS, University of Florida
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graphic
JAMES V. REDD III, 53
Chief Accounting Officer
Joined Company in 2017
Formerly:
•  Senior Vice President, Corporate Controller, Cross Country Healthcare, Inc. (2021 - 2022)
•  Vice President, Assistant Corporate Controller, Cross Country Healthcare, Inc. (2017 - 2021)
• Assistant Controller, Vision Group Holdings (2016 - 2017)
•  Accounting, SOX Compliance and SEC Reporting, Tyco and ADT (2011 - 2016)
•  Deloitte and Touche, Audit and Assurance (2005 – 2011)
Education:
• MBA, Florida Atlantic University
• Bachelor of Science, Randolph Macon College
•  Certified Public Accountant
graphic
DANIEL J. WHITE, 61
Chief Commercial Officer
Joined Company in 2022
Formerly:
• Chief Executive Officer, Healthcareteams, Inc. (2021-2022)
•  President, Strategic Workforce Solutions, AMN Healthcare, Inc. (2014 - 2021)
•  President, Recruitment Process Outsourcing, Pontoon Solutions (2013 - 2014)
•  Global Offering Leader, Smarter Workforce Services (now IBM Talent Management Consulting) (2013)
• Global Practice Lead, Recruitment Process Outsourcing,
Convergys Corporation (2004 - 2005)
Education:
• BA, University of San Diego
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HOW WE DO WHAT WE DO
As a company that finds people to fill roles in which they care for other human beings, we ourselves have to be attentive to how we recruit, educate, train, enable, support, inspire and protect our own employees. Here are examples of some of the ways we try to do these things (all information is as of December 31, 2022):
We protect employees’ freedom of association
We administer a human rights policy aligned with the International Labor Organization’s Declaration of Human Rights and the United Nations Guiding Principles on Human rights
We do not tolerate discrimination or harassment
Our programs and practices prioritize our employees’ physical and mental health and safety
24/7 hotline for injuries
Psychotherapist on call
Group therapy sessions monthly
Monthly webinars on health, safety, and well-being issues
We administer a comprehensive diversity, equity, and inclusion policy
33% of our executive and leadership teams self-identify as female
56% of our Board self-identifies as diverse by gender, race, or ethnicity
43% of our workforce self-identifies as non-white and 78% as female
We address employees’ work-life needs with a rewards package including health, retirement, paid time off, family leave and other benefits, pursuant to applicable law
Our philosophy is for corporate employees to work where and how they are most productive:
Remote environment or at an office
Flexible scheduling arrangements
Job sharing
We maintain a wide array of fitness and other programs to enhance employee health and well-being in an era in which health care professional burnout is a major risk
We offer an array of in-person and digital education, training, and advancement opportunities
We support our communities through numerous volunteer, charitable giving, and other programs including partnerships with dozens of NGOs and professional organizations.
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HOW WE DID
2022 FINANCIAL HIGHLIGHTS
2022 ESG HIGHLIGHTS
• Revenue growth of 67% year-over-year
• Added two new directors to the Board with deep technology and healthcare expertise
• Double-digit year-over-year annual revenue growth across all segments
• Strengthened risk oversight of key risk topics through realignment of focus and oversight by Committees
• Increased Adjusted EBITDA by 86% and diluted EPS by $1.49 year-over year, respectively
• Completed a cybersecurity tabletop exercise facilitated by a third party
• Increased cash flow from operations by 257% year-over-year
• Created a compassion fund managed by a third party for corporate employees in the event of catastrophic events
• Repurchased 1.4 million shares of common stock for $35.3 million in 2022
• Expanded inclusion program by creating additional internal resource groups (e.g. LGBTQ+, the Green Group, the Parents Program)
• Made $100 million optional prepayments on our term loan
• Retained Kevin C. Clark as new Chairman of the Board
• Strengthened our position in the talent management landscape with the acquisitions of two physician staffing businesses and one interim leadership business
 
• Continued the rollout of our new proprietary vendor neutral platform, Intellify, adding to potential long-term cost savings and expanding revenue sources
 
Adjusted EBITDA in the above table is a non-GAAP financial measure. See Annex A of this proxy statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
RELATED PARTY TRANSACTIONS
The Company documents its processes and controls surrounding the validity, accuracy, and completeness of related party transactions. We compile related party listings which management discusses during quarterly disclosure committee meetings. Accounting teams review general ledger and sub-ledger transactions based on the listings to identify and quantify related party transactions. Contracts associated with related party transactions are sent to General Counsel, who discusses the contracts with the Chief Executive Officer and the Chief Financial Officer for further action. The Company has deemed it reasonable to establish a $0 threshold and to disclose all related party transactions, defined as those transactions between the Company and any “related party” as defined under applicable SEC regulations.
On an ongoing basis, the Audit Committee reviews all related party transactions, if any, for potential conflicts of interest. All such transactions must be approved by the Audit Committee.
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The following summarizes all the related party transactions for Fiscal 2022. All of the below transactions were approved in advance by the Audit Committee.
Mark Fortunato is employed by Cross Country Healthcare, Inc. as Vice President of Corporate Development. He is the son-in-law of Kevin C. Clark, former President and Chief Executive Officer and current Chairman of the Board. In 2022, Mr. Fortunato’s compensation and benefits were comparable to those generally available to similarly situated employees.
The Company also transacts business with Recruitics, a company which provides digital marketing services and is related to Mr. Clark, former CEO and current Chairman of the Board. Expenses paid to this firm in Fiscal 2022 were $478,000.
In addition, the Company provided services in the amount of $1,757,531 to ChristianaCare, a network of non-profit hospitals. Dr. Janice E. Nevin, a non-employee director of the Company, is President and Chief Executive Officer of ChristianaCare.
The Company’s Code of Conduct, which is signed by all employees on an annual basis, requires that all employees avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and the interests of the Company, and must disclose any such conflicts to the Company. Members of the Board and the executive officers are each required to compete an annual questionnaire which includes disclosure of any interests they have in companies which transact business with Cross Country or any of its affiliates.
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OUR STOCKHOLDERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of March 20, 2023, regarding the beneficial ownership of our Common Stock by each person who is known by us to be the beneficial owner of 5% or more of our Common Stock, each of our named executive officers, each of our directors and director nominees, and all directors and executive officers as a group. The number of shares of Common Stock beneficially owned includes shares of Common Stock they have the right to acquire within 60 days of March 20, 2023. The percentages in the last column are based on 36,045,129 shares of Common Stock outstanding on March 20, 2023, plus the number of shares of Common Stock deemed to be beneficially owned by such individual or group pursuant to Rule 13d-3(d)(1) of the Exchange Act. In each case, except as otherwise indicated in the footnotes to the table, the shares shown in the second column are owned directly by the individual or members of the group named in the first column and such individual or group members have sole voting and dispositive power with respect to the shares shown. For purposes of this table, beneficial ownership is determined in accordance with federal securities laws and regulations. Persons shown in the table disclaim beneficial ownership of all securities not held by such persons directly and inclusion in the table of shares not owned directly by such persons does not constitute an admission that such shares are beneficially owned by the director or officer for purposes of Section 16 of the Exchange Act or any other purpose.
Name
Number of Shares
of Common Stock
Beneficially Owned
Percentage of
Outstanding
Common
Stock Owned
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
6,101,910(a)
16.9%
Vanguard Group Inc.
100 Vanguard
Blvd Malvern, PA 19355
2,482,317(b)
6.9%
Systematic Financial Management, LP
300 Frank W. Burr Blvd.
Glenpointe East, 7th Floor
Teaneck, NJ 07666
1,921,073(c)
​5.3%
Wellington Group Holdings LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210
1,810,020(d)
5.0%
Dwayne Allen
1,916(e)
*
Susan E. Ball
181,067(f)
*
Venkat Bhamidipati
1,850(g)
*
William J. Burns
245,019(h)
*
W. Larry Cash
177,899(i)
*
Kevin C. Clark
708,288(j)
​2.0%
Thomas C. Dircks
196,852(k)
*
Gale Fitzgerald
159,836(l)
*
Marc S. Krug
43,441(m)
*
John A. Martins
52,039(n)
*
Janice E. Nevin, M.D., MPH
22,687(o)
*
Mark Perlberg, JD
80,408(p)
*
Daniel J. White
10,086(q)
*
All directors and executive officers as a group (18 individuals)
1,994,860
​5.5%
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*
Less than 1%
(a)
The information regarding the beneficial ownership of shares by BlackRock, Inc. was obtained from the amendment to Schedule 13G filed with the SEC on January 26, 2023. Such statement disclosed that BlackRock, Inc. has sole voting power of 5,985,659 shares and has sole dispositive power of 6,101,910 shares.
(b)
The information regarding the beneficial ownership of shares by Vanguard Group Inc. was obtained from the amendment to Schedule 13G filed with the SEC on February 9, 2023. Such statement disclosed that Vanguard Group Inc. possesses shared voting power over 29,903 shares, sole dispositive power over 2,422,055 shares, and shared dispositive power over 60,262 shares.
(c)
The information regarding the beneficial ownership of shares by Systematic Financial Management, LP was obtained from the Schedule 13G filed with the SEC on February 13, 2023. Such statement disclosed that Systematic Financial Management, LP possesses sole voting power over 1,038,643 shares and sole dispositive power over 1,921,073 shares.
(d)
The information regarding the beneficial ownership of shares by Wellington Management Group LLP was obtained from the amendment to Schedule 13G filed with the SEC on February 6, 2023. Such statement disclosed that Wellington Management Group LLP possesses shared voting power of 1,676,771 shares and shared dispositive power over 1,810,020 shares.
(e)
Includes 1,916 shares of Restricted Stock.
(f)
Includes 42,038 shares of Restricted Stock.
(g)
Includes 1,850 shares of Restricted Stock.
(h)
Includes 63,447 shares of Restricted Stock.
(i)
Includes 7,201 shares of Restricted Stock.
(j)
Includes 160,738 shares of Restricted Stock.
(k)
Includes 7,201 shares of Restricted Stock.
(l)
Includes 7,201 shares of Restricted Stock.
(m)
Includes 22,786 shares of Restricted Stock.
(n)
Includes 44,645 shares of Restricted Stock.
(o)
Includes 7,201 shares of Restricted Stock.
(p)
Includes 7,201 shares of Restricted Stock.
(q)
Includes 10,086 shares of Restricted Stock.
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AUDIT MATTERS
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee oversees the Company’s financial reporting process on behalf of the Board, including the Company’s internal controls, the quality of its financial reporting and the independence and performance of the Company’s independent registered public accounting firm. The Board has adopted a written charter for the Audit Committee, a copy of which is available on our website at www.crosscountryhealthcare.com.
Management has the primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The Company’s independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements fairly present the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with U.S. generally accepted accounting principles, as well as expresses an opinion on the effectiveness of internal control over financial reporting, and discusses with us any issues they believe should be raised with us.
The Audit Committee reviewed the Company’s unaudited financial statements for each calendar quarter of 2022 as well as the Company’s audited financial statements for the 2022 fiscal year and reviewed and discussed the financial statements with management and Deloitte & Touche LLP (“D&T”), the Company’s independent registered public accounting firm. Management has represented to us that the financial statements were prepared in accordance with U.S. generally accepted accounting principles.
We have received from D&T the written disclosures and the letter required by the applicable rules and standards of the Public Company Accounting Oversight Board (“PCAOB”) and discussed with D&T its independence from the Company and its management. The Audit Committee also discussed with D&T any matters required to be discussed by the applicable rules and standards of PCAOB.
Based on these reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
THE AUDIT COMMITTEE
W. Larry Cash, Chairperson
Dwayne Allen, Member
Venkat Bhamidipati, Member
Thomas C. Dircks, Member
Janice E. Nevin, M.D., MPH, Member
This report is not soliciting material, is not deemed to be filed with the SEC, and is not to be incorporated by reference in any filing of the company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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AUDIT FEES
D&T’s fees for services rendered during the fiscal years ended December 31, 2022 and December 31, 2021 are set forth below.
2022
2021
Audit Fees
$1,626,532
1,527,233
Audit-Related Fees
135,000
200,000
Tax Fees
59,250
53,750
All Other Fees
1,895
1,895
Total
$1,822,677
1,782,878
Audit Fees consist of the fees billed for professional services rendered in connection with our annual audit and review of the financial statements included in our quarterly reports and services that are provided in connection with statutory and regulatory filings or engagements. Audit Fees for 2022 and 2021 included three quarterly reviews for each year. This category also includes: fees for comfort letters, consents, assistance with and review of documents filed with the SEC, Section 404 attestation services, work done by tax professionals in connection with the audit or quarterly review, and accounting consultations billed as audit services, as well as other accounting and financial reporting consultation and research work necessary to comply with generally accepted auditing standards.
Audit-Related Fees consist of the fees for assurance and related services (due diligence services related to mergers and acquisitions) that are reasonably related to the performance of the audit and review of our financial statements and are not reported under Audit Fees.
Tax Fees consist of services rendered for tax compliance, advice and planning.
All Other Fees consist of subscription fees for a D&T’s accounting research tool.
All of the fees described above were approved by the Audit Committee or the Chairperson of the Audit Committee in advance, as allowed by the Audit Committee charter. The Audit Committee has considered, and is satisfied that, the provision of the services provided by D&T represented under the headings “Audit-Related Fees,” “Tax Fees” and “All Other Fees” is compatible with maintaining the principal accountants’ independence.
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POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM
It is the Company’s policy that the Audit Committee pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee will consider annually and, if appropriate, approve the scope of the audit services to be performed during the fiscal year. The Chairperson of the Audit Committee has been vested with the authority to approve or pre-approve services to be provided by the independent auditors when expedition of services is necessary, provided that the Chairperson reports any approval or pre-approval decisions to the Audit Committee at its next scheduled meeting.
The Audit Committee is prohibited from delegating its responsibility to pre-approve services of the independent auditor to management. None of the services of the independent auditors were approved by the Audit Committee pursuant to a waiver of the SEC’s rules regarding pre-approval.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the compensation paid to our named executive officers, or NEOs, in Fiscal 2022. As discussed in Proposal No. 3, we are conducting a say-on-pay vote this year that requests your approval, on an advisory basis, of the 2022 compensation of our NEOs as described in this section and in the tables and accompanying narrative.
Our NEOs for Fiscal 2022, which consist of our principal executive officer(s), our principal financial officer, and our three other most highly compensated executive officers, are:
Name
Position
Kevin C. Clark
Former President and Chief Executive Officer(1)
John A. Martins
President and Chief Executive Officer(2)
William J. Burns, MBA, CPA
EVP, Chief Financial Officer
Susan E. Ball, JD, MBA, RN
EVP, Chief Administrative Officer, General Counsel and Secretary
Daniel J. White
Chief Commercial Officer
Marc Krug, JD, MBA
Group President, Delivery(3)
(1)
Mr. Clark served as our President and Chief Executive Officer until March 31, 2022.
(2)
Mr. Martins served as our Group President, Nurse and Allied from February 2021 to May 2021, and Group President, Delivery from May 2021 to March 31, 2022, when he was appointed President and Chief Executive Officer.
(3)
Mr. Krug was promoted to Group President, Delivery on April 1, 2022.
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COMPENSATION PHILOSOPHY AND OBJECTIVES
What we do
What we don’t do
Majority of compensation is incentive-based and at-risk, with a significant portion tied to Company performance
X
No guaranteed incentive payments
Engage independent compensation consultants
X
No 280G excise tax gross-ups
Engage in peer group benchmarking to ensure NEO target pay remains competitive and within reasonable levels
X
No supplemental executive pension or retirement plans
Due diligence in setting compensation targets and goals to tie incentives to multiple performance metrics over multiple time horizons, with capped award opportunities
X
No option repricing
Periodically assess the compensation programs to ensure that they are not reasonably likely to incentivize employee behavior that would result in any material adverse risks to the company
X
Limited perquisites
Severance payments require double-trigger in the event of change in control
X
No pledging and no hedging
Maintain clawback policy allowing for recoupment of equity and cash incentive payments in the event of a qualifying restatement
 
 
Robust stock ownership guidelines: Chief Executive Officer (CEO) (3x Base Salary) and Other Senior Executives (1x Base Salary), to be accumulated over three years
 
 
The philosophy of our executive compensation program is to align pay with performance and key strategic objectives, keep overall compensation competitive and ensure that we can recruit, motivate, and retain high quality executive officers. Accordingly, our NEOs’ compensation is heavily weighted toward compensation that is performance-based and/or equity-based. Our NEO compensation design for Fiscal 2022 reflects this commitment, as do incentive award funding outcomes, with short-term incentive payouts well below target for 2017 through 2019, between target and maximum levels for 2020, and at maximum levels for 2021 and 2022, commensurate with actual performance as compared to the applicable performance targets. Additionally, no performance shares were earned for cycles ending in 2018 through 2020, with maximum awards earned for the 2019 – 2021 and 2020 – 2022 cycles, commensurate with actual vs. planned performance.
The Compensation Committee structured the Fiscal 2022 executive compensation program with the goal of ensuring that total direct compensation levels were sufficiently competitive to attract, motivate, and retain the highest quality executives, that performance-based, “at-risk” incentive compensation was a substantial portion of total compensation opportunities, and that long-term incentive compensation aligned NEOs’ interests with our stockholders’ interests to create long-term stockholder value. The Compensation Committee structured Fiscal 2022 long-term incentives with the goals of retaining key NEOs and linking a meaningful portion of NEO total compensation opportunities to longer-term sustainable performance and value creation. In addition, the Compensation Committee also designed equity-based incentive compensation to reinforce the Company’s near-term and longer-term strategic objectives and to provide NEOs with the opportunity to acquire a significant stake in our growth and prosperity. The executive
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compensation program was also structured to incentivize and reward NEOs for making sound business decisions, developing a high performance team environment, accomplishing strategic and operational objectives, and increasing stockholder value, all of which we believe are essential to improving our financial performance and creating success.
Our NEOs’ compensation for Fiscal 2022 consisted of a base salary, an annual cash incentive (or bonus) and long-term equity awards, 50% of which were time-based restricted share awards that vest over three years and 50% of which were performance-based share awards. In Fiscal 2022, the performance-based restricted share awards were based on two performance metrics: (i) three-year cumulative Adjusted EBITDA (a non-GAAP financial measure) (weighted 75%) and (ii) three-year cumulative Adjusted EPS (a non-GAAP financial measure) (weighted 25%). See Annex A of this proxy statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.
For Fiscal 2022, 75% of our current CEO’s, Mr. Martins, target total compensation, and an average of 63% of our other NEOs’ target total compensation were performance-based or equity-based. Due to his transition from President and CEO to non-employee Chairman of the Board effective March 31, 2022, Mr. Clark did not receive any long-term incentive awards under the executive compensation program, but did receive the standard equity grant provided to all non-employee directors in June 2022. We do not provide defined benefit pension, supplemental retirement benefits, or executive perquisites to our NEOs as they are not tied to performance.
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The three principles of our compensation philosophy are as follows:
PRINCIPLE
RATIONALE
Total direct compensation levels should be sufficiently competitive to attract, motivate and retain the highest quality executives
Our Compensation Committee seeks to establish total direct compensation targets (base salary, short-term and long-term incentives) at or near the 50th percentile (or median) of our 2022 Peer Group (as defined below) and based on market data of companies of like size, thereby providing our NEOs with the opportunity to be competitively rewarded for our financial, operational, and stock price growth. We believe paying at the 50th percentile is competitive and promotes employment engagement and high performance. It is also the Compensation Committee’s intention to set total executive compensation at sufficiently competitive levels to attract and retain strong, motivated leadership who will not only strive to meet and exceed our key operating and strategic objectives, but also demonstrate the utmost integrity in doing so.
Performance-based compensation should constitute a substantial portion of total compensation
We believe in a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/or “at-risk.” The performance of our NEOs, considered in light of general economic and specific company, industry and competitive conditions, serves as the primary basis for determining their overall compensation. Accordingly, a portion of the compensation provided to our NEOs is tied to, and varies with, our financial and operational performance, as well as individual performance. We view our short- and long-term incentive components of the compensation program as being variable and “at-risk.” The Company grants performance-based share awards (PSAs) to tie a portion of executive compensation to specific longer-term financial performance goals and to focus management on maximizing stockholder value. Consistent with our pay for performance philosophy, the Compensation Committee determined the 2022 PSAs would be weighted 50% of total target long-term incentive award opportunities for NEOs (excluding Mr. Clark), with the remaining 50% provided in the form of time-based restricted stock tied to continued service over a three-year period to further enhance retention.
Long-term incentive compensation should align executives’ interests with our stockholders’ interests to further the creation of long-term stockholder value
Awards of equity-based compensation encourage NEOs to focus on our long-term growth and prospects and incentivize them to manage the Company from the perspective as owners with a meaningful stake. Additionally, our equity-based compensation promotes retention by encouraging NEOs to remain with us for long and productive careers. Equity-based compensation also subjects our executives to market risks similar to the risks our stockholders face. Our stock ownership guidelines further enhance the incentive to create long-term stockholder value.
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This philosophy serves as the basis of the Compensation Committee’s decisions regarding each of the following three components of pay, each of which is discussed below:
base salary;
short-term (annual) incentive compensation; and
long-term (equity) compensation.
Consideration of Stockholder Advisory Vote
As part of its compensation setting process, the Compensation Committee also considers the results of the prior year’s stockholder advisory vote as to provide useful feedback regarding the perceived effectiveness of our executive compensation program and its ability to align pay with performance and stockholder interests. For the eleventh straight year, our executive compensation program received substantial stockholder support and was approved, on an advisory basis, by 97.5 % of the votes cast at the 2022 Annual Meeting of Stockholders. As our Compensation Committee believes that the results of the vote reflected our stockholders’ strong support of the compensation decisions made by the Compensation Committee, it did not approve any significant changes to our NEOs’ 2022 compensation program design.
DETERMINATION OF COMPENSATION
Role of the Compensation Committee
The Compensation Committee is composed solely of independent directors and is responsible for determining the compensation of our CEO and other NEOs. The Compensation Committee receives assistance from its independent compensation consultant, Pearl Meyer.
Our NEO compensation program is reviewed throughout the year and typically is approved annually during the first quarter, which coincides with the completion of our annual financial statement audit and release of annual earnings, as well as the approval of the budget for the then-current year. Annual cash incentives earned for the prior year, if any, are determined by the Compensation Committee and paid out during the first quarter. Current year target objectives are also established and any adjustments to base salaries are typically determined by the Compensation Committee during the first quarter.
When making NEO compensation decisions, the Compensation Committee takes many factors into account, including the economy, the NEO’s individual performance and his or her expected future contributions to the Company’s success, the financial and operational results of individual business units, our financial and operational results as a whole, the NEO’s historical compensation, internal pay equity, and any retention concerns. As part of the process, the CEO provides the Compensation Committee with his assessment of the other NEOs’ performance and other factors used in developing his recommendation for their compensation, including salary adjustments, cash incentives and equity grant guidelines for the then-current year. In looking at historical compensation, the Compensation Committee looks at the progression of salary increases over time, a NEO’s ability to meet performance objectives in prior years, the value inherent in equity awards to be granted to complete the total compensation package for an NEO for a particular year, overall economic outlook, and our stock performance. The Compensation Committee uses the same general factors in evaluating the CEO’s performance and compensation as it uses for the other NEOs; provided, however, the CEO does not participate in his own assessment or compensation deliberations and decisions.
Upon receipt of this information, the Compensation Committee discusses proposed compensation decisions for the CEO and other NEOs in detail. Pursuant to our Governance Guidelines, the Compensation Committee is required to approve annually the compensation goals and objectives for the CEO and other NEOs and evaluate their performance in light of these goals before setting their salaries, bonus and other incentive and equity compensation. The Compensation Committee works to ensure that each executive’s
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individual objectives are aligned with the business strategy, that they are specific, and that objectives are measurable and are set within an established timeframe. The Compensation Committee believes that maintaining the flexibility to make upward or downward adjustments to the various components of the NEOs’ compensation programs allows the Compensation Committee to appropriately provide incentives to individuals and ensures the alignment of the NEOs’ interests with those of our stockholders.
Role of Management
The CEO provided the Compensation Committee with his assessment of the other NEOs’ performance and other factors used in developing his recommendation for their compensation, including salary adjustments, cash incentives and equity grant guidelines for the NEOs compensation other than his own. After considering the CEO’s recommendations, the Compensation Committee and the full Board made all decisions regarding the Fiscal 2022 compensation of our NEOs. The CEO did not participate in his own assessment or compensation deliberations and decisions.
Role of the Compensation Consultant
Annually, the Compensation Committee evaluates the Company’s executive compensation design, competitiveness, and effectiveness. During Fiscal 2022, the Compensation Committee engaged Pearl Meyer to review the compensation components for our NEOs against our 2022 Peer Group and market data of like-sized companies and assist in recommending the Fiscal 2022 compensation for our NEOs. Pearl Meyer’s study was conducted during 2022 and did not impact Fiscal 2022 target pay levels for NEOs but was considered by the Compensation Committee, along with other factors, in establishing Fiscal 2023 target pay levels for NEOs.
Role of Benchmarking
At the beginning of the executive compensation setting process each year, the Compensation Committee, in consultation with its independent compensation consultant, determines the process by which it will work to ensure that the Company’s compensation programs are competitive. For Fiscal 2022, the Compensation Committee, upon the recommendation of Pearl Meyer, determined it would be appropriate to revise the group of peer companies versus the peer group used in Fiscal 2021 so that it aligns more closely with us in terms of company size and industry focus. The Fiscal 2022 peer group is composed of companies from both the healthcare staffing and general staffing industry, and it included the following 10 companies (the “2022 Peer Group”):
2022 PEER GROUP
Addus HomeCare Corporation
Heidrick & Struggles International, Inc.
LHC Group, Inc.
Amedisys, Inc.
Kforce, Inc.
National Healthcare Corporation
AMN Healthcare Services, Inc.
Korn/Ferry International
Pediatrix Medical Group, Inc.
Healthcare Services Group, Inc.
 
 
The Compensation Committee determined in consultation with Pearl Meyer that the peer group reflects companies falling within a generally comparable size range that we compete with for business, executive talent, and investor capital.
Although the companies in the 2022 Peer Group are comparable to the Company in certain respects, factors such as revenue, business mix, profitability, business strategy, compensation philosophy, and incentive plan design vary among the peer companies and such differing factors affect the compensation that they provide to their executives. While informative to the Compensation Committee, such peer practices are not the only factors that influence the Compensation Committee’s NEO compensation decisions. The Compensation Committee also makes decisions based on the collective experience and knowledge of its members. Generally,
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our policy has been to pay our NEOs’ base salaries and target total direct compensation opportunities at or near the 50th percentile of market values for comparable positions at industry peers. Based on Fiscal 2022 target pay levels as discussed on the following pages, Pearl Meyer’s 2022 analysis found that target total direct compensation opportunities were below 50th percentile market values for all current NEOs other than Mr. White and within a competitive range (defined as 85% to 115%) of the 50th percentile for all incumbents other than Mr. Martins, who was well below the range due to his recent promotion to the President and CEO role, and Mr. White, who was just slightly above the range.
COMPONENTS OF FISCAL 2022 NEO COMPENSATION PROGRAM
The Compensation Committee uses various compensation elements to provide an overall competitive total compensation and benefits package to the NEOs that is designed to create stockholder value, commensurate with our financial results and aligned with the business strategy. The Compensation Committee’s specific rationale, design, reward, process, and related information is outlined below.
Base Salary
We provide the NEOs with a base salary to compensate them for services rendered during the fiscal year. The NEOs base salaries are determined based on each NEO’s position, performance and level of responsibility and are reviewed annually. Peer group and market data from like-sized companies are utilized in the Compensation Committee’s review. Merit increases for NEOs are considered based on the annual review of market data and base salaries, and are adjusted only as needed, not necessarily annually. We generally seek to position NEO base salaries within a competitive range, defined as 90% to 110%, of median market values for comparable roles at our industry peers and other companies of like size. Including the 2022 salary levels shown below, Pearl Meyer’s 2022 study found that base salaries were within a competitive range of median market values for all current NEOs other than Mr. Martins, who was well below the range due to his recent promotion to the President and CEO role.
For Fiscal 2022, Messrs. Martins, Burns, and Krug and Ms. Ball received a base salary increase to align more closely with 50th percentile market values and to incentivize the retention of their services during a very volatile employment market. Actual pay levels for Mr. Clark were pro-rated based on his retirement on March 31, 2022.
NEO
2022 Base
Salary
($)
2021 Base
Salary
($)
% Increase vs
Prior Year
Kevin C. Clark
825,000
825,000
0%
John A. Martins
725,000
430,000
68.6%
William J. Burns
550,000
525,000
4.8%
Susan E. Ball
500,000
430,000
16.3%
Daniel White
450,000
n/a
n/a
Marc Krug
430,000
350,000
22.9%
Annual Cash Incentive Program
The Annual Cash Incentive Program is a core component of our “pay-for-performance” philosophy. The program is heavily weighted on our financial results for the Company or relevant business units and the goals are closely linked to our business strategy. The components of this program have historically included the incentive and reward opportunity (expressed as a percentage of base salary) and performance metrics determined by the Compensation Committee. To ensure the integrity of the performance metrics and minimize the risk of unanticipated outcomes, each performance metric has a minimum, target, and maximum performance range with corresponding percentages for award payout opportunities. The Compensation Committee may adjust performance measures for certain special, unusual, or non-recurring items at its sole discretion. There were no such adjustments made in 2022.
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Each annual target cash incentive award opportunity is expressed as a percentage of the NEO’s base salary, which may be earned based on both the achievement of certain financial objectives (the “Objective Bonus” component) and individual subjective considerations tied primarily to individual objectives (the “Subjective Bonus” component). If results fall below pre-established threshold levels, no cash award is payable under the Objective Bonus component, although a Subjective Bonus may still be paid at the discretion of the Compensation Committee. If results exceed pre-established outstanding goals, the maximum cash award payable under the Objective Bonus component is capped at 180% of the target award opportunity. The Compensation Committee believes that having a maximum cap disincentivizes excessive risk taking, reduces the likelihood of windfalls, and manages Annual Cash Incentive Program costs. The award opportunity is established for each NEO with the desired emphasis on at-risk, variable pay (more at-risk, variable pay for senior executives) and internal pay equity (comparably positioned executives should have comparable award opportunities).
The Subjective Bonus opportunity also is capped at a maximum amount, expressed as a percentage of the annual incentive target, which may vary for each NEO. The use of subjective criteria enables the Compensation Committee to consider a variety of subjective factors relative to each NEO’s specific responsibilities. This process allows the Compensation Committee to evaluate performance and to recognize individual contributions in light of our changing needs and strategic priorities, and to continue incentivizing sustainable profitable growth.
Consistent with the performance metrics used for the Fiscal 2021 Annual Cash Incentive Program, the Compensation Committee determined that the performance metrics for Fiscal 2022 would be Company Annual Revenue and Company Annual Adjusted EBITDA (a non-GAAP measure). Incentive payouts under the Annual Cash Incentive Program, at a reduced threshold level, begin upon achievement of a predetermined percentage of targeted objectives (generally 80% or higher for Company Annual Adjusted EBITDA and 95% for Company Annual Revenue), which can vary from year to year and from one performance metric to another, so that there is not a disincentive to the NEOs. For Fiscal 2022, incentive award funding for threshold performance was set at 20% of corresponding target award opportunities. Payouts may exceed 100% (up to 180%) if the performance exceeds 100% of the target objectives as described above and set forth in the table below. Straight-line interpolation is used to determine award funding for performance results between minimum (or threshold), target, and maximum levels. We believe that an “all or nothing” approach could provide a disincentive compared to our variable funding approach that is better aligned with our overall operating objectives and ensures that pay varies in proportion to performance.
Historically, the Compensation Committee has established performance metrics and the weighting of each metric during its first Compensation Committee meeting of each year. The process for setting the performance metrics begins with the management team establishing preliminary goals based on the prior year’s results, the budget, strategic initiatives, industry performance, and projected economic conditions. The Compensation Committee assesses the difficulty of the goals and their implications for share price appreciation, revenue growth and other related factors.
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The table below sets forth the percentages of the portion of the Fiscal 2022 annual incentive bonus that was payable upon achievement of the minimum, target, and maximum levels (with interpolation between levels) of the applicable performance metrics for each of our NEOs.
Performance Metric
Attainment
Range
(Minimum/
Target/
Maximum)
Payout
Percentage
(Minimum/
Target/
Maximum)
Clark (1)
Martins
Burns
Ball
D.
White
Krug
Company Annual Revenue (Objective Bonus)
95%/100%/105%
20%/100%/180%
n/a
20%
20%
20%
20%
20%
Company Annual Adjusted EBITDA* (Objective Bonus)
80%/100%/120%
20%/100%/180%
n/a
60%
60%
60%
60%
60%
Individual Objectives
n/a
20%/100%/180%
n/a
20%
20%
20%
20%
20%
(Subjective Bonus)
Totals
n/a
100%
100%
100%
100%
100%
(1)
Mr. Clark retired on March 31, 2022 and was not eligible for a bonus.
*
This is a non-GAAP measure. See Annex A of this proxy statement for further discussion regarding how Company Annual Adjusted EBITDA was calculated from our Consolidated Financial Statements and a reconciliation of Company Annual Adjusted EBITDA to our results as reported under GAAP.
Company Annual Adjusted EBITDA (a non-GAAP financial measure) and Company Annual Revenue targets for Fiscal 2022 were $190 million and $1.95 billion, respectively.
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Determination of Fiscal 2022 Annual Incentive Bonus Payments
The Compensation Committee determined that, for Fiscal 2022, the Company achieved Company Annual Revenue of $2.81 billion, equal to 144% of the target goal, and Company Annual Adjusted EBITDA of $302 million, equal to 159% of the target goal. These results were well above maximum performance levels established for Fiscal 2022. As a result of the attainment on the respective metrics, the payout percentages for Company Annual Revenue and Company Annual Adjusted EBITDA were earned at maximum levels, or 180% of target awards for each performance metric. Additionally, our NEOs met or exceeded all of their respective individual objectives associated with the subjective component, earning 100% of target award opportunities for this component. Resulting total awards for our NEOs were equal to approximately 164% of target, as noted below. In approving these awards, the Compensation Committee took into consideration our NEOs’ extraordinary efforts to protect, manage, and grow the business and seamlessly maintain operations during a time of uncertainty given the several COVID variants, cost cutting measures by healthcare facilities, and the overall uncertainty of the economy.
Target Bonus
Opportunity
Annual Incentive Bonus Earned
NEOs
% of Base
Salary
$
% of Target Bonus
Opportunity
Earned (1)
$(1)
Kevin C. Clark
n/a
n/a
n/a
n/a
John A. Martins
100%
725,000
164%
1,189,000
William J. Burns
85%
467,500
164%
766,700
Susan E. Ball
75%
375,000
164%
615,000
Daniel White
100%
450,000
164%
547,940
Marc Krug
75%
322,500
164%
528,900
(1)
Based on achievement level of the Company’s financial performance with respect to the Company Annual Revenue and Company Annual Adjusted EBITDA targets and achievement of individual objectives for each of the NEOs. Mr. Clark retired on March 31, 2022 and was not eligible for a bonus. The actual bonus earned by Mr. White was pro-rated based on his hire date of April 5, 2022. Based upon consultation with Pearl Meyer, the Compensation Committee set Mr. Martins’ target bonus opportunity for Fiscal 2022 at 100% of salary to better align his compensation with comparable positions at industry peers.
Long-Term Incentive Compensation
The Company uses equity-based awards to focus executives on long-term performance, to align their financial interests with those of stockholders, and to create retention platforms for key executives. Equity-based awards for NEOs are generally made based on each individual’s position, experience and performance, prior equity-based compensation awards and competitive equity-based compensation levels. Further, the Compensation Committee determines the terms and conditions of equity grants taking into account market practices and the objectives of the compensation program. Retaining key talent is a significant factor for the Compensation Committee in determining the level of equity awards and the vesting schedule.
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In Fiscal 2022, 50% of the equity awards granted to the NEOs were in the form of time-based restricted share awards (RSAs) and 50% were in the form of performance-based share awards (PSAs) under our 2020 Omnibus Incentive Plan, as amended (the “Plan”). This target value mix was used to enhance executive retention and equity stakes and to recognize multi-year goal setting challenges during a time of continued uncertainty. The Company grants PSAs to tie a portion of executive compensation to specific longer-term financial performance goals and to focus management on maximizing stockholder value. The total targeted long-term opportunities and mix for our NEOs for Fiscal 2022 are set forth in the following table:
Name
RSA Component
(50% Weighting in 2022)
PSA Component
(50% Weighting in 2022)
Total Target LTI Opportunity
$ Value
% of Salary
$ Value
% of Salary
$ Value
% of Salary
Kevin C. Clark (1)
n/a
n/a
n/a
n/a
n/a