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.

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.

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:

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:

The following chart highlights some of our directors’ core skills, experiences, and attributes and describes their importance to our business strategy.

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.

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.

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.

At the direction of our Board of Directors, the Governance and Nominating Committee, assisted as appropriate by other members of the Board and management:

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.

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.

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:

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.

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.

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.

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:

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.

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.

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:

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:

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.

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).

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:

All such communications will be forwarded directly to the Board or any individual director or committee of the Board, as applicable.

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 50^th 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.

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.

Consistent with historic practice, no payments were made for non-chairperson committee member services in Fiscal 2022.

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.

All independent directors are reimbursed for the reasonable travel expenses they incur in attending meetings of the Board or Board committees.

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.

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.

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:

Our clients operate in diverse settings such as:

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.

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:

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):

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.

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.

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.

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.

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.

D&T’s fees for services rendered during the fiscal years ended December 31, 2022 and December 31, 2021 are set forth below.

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.

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.

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:

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

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.

The three principles of our compensation philosophy are as follows:

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:

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.

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

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.

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.

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.

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”):

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,

our policy has been to pay our NEOs’ base salaries and target total direct compensation opportunities at or near the 50^th 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 50^th percentile market values for all current NEOs other than Mr. White and within a competitive range (defined as 85% to 115%) of the 50^th 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.

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.

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 50^th 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.

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.

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.

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.

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.

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.

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.

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:

The Compensation Committee approves the number of RSAs and the target number of PSAs to be granted to the NEOs on March 31st of each year. If March 31^st falls on a weekend or holiday, the grant date value is based on the business day immediately preceding March 31^st. The grant date values of the RSAs and PSAs granted in Fiscal 2022 are set forth below and were based on the closing price of our Common Stock on the grant date. Individual awards are based on a percentage of individual’s respective base salary at the time the awards were granted. The percentages and eligibility are based on the terms of employment for certain individuals or as may be determined by the Compensation Committee. In Fiscal 2022, the RSA and PSA target award values were weighted 50%/50%.