Cross Country Healthcare, Inc.
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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,
Reflecting on 2023, Cross Country celebrates a year marked by resilience, innovation, and unwavering commitment to excellence. Despite the challenges posed following the COVID-19 pandemic, we achieved significant financial milestones, surpassing revenue guidance in several quarters of 2023, maintaining Adjusted EBITDA and EPS within projected quarterly ranges, making it the second-best full-year financial performance in Company history.
Central to our success are the advancements made in our technology and expanded portfolio of offerings. The rollout of Intellify®, our workforce optimization platform or VMS, alongside the re-launch of the Xperience™ app and the introduction of Data Aggregation Services (DAS), offer greater value while significantly enhancing both client and candidate experiences driving market differentiation and operational efficiency. We also experienced impressive growth across our Physician Staffing, Education, and Homecare segments. We exited the year on an upward trajectory by securing new business in our vendor-neutral and managed service programs, reaffirming our position for continued growth and success.
As we embark on the new fiscal year, our primary focus remains on maximizing returns on investments. We are committed to expanding our client roster, capitalizing on recent successes, and enhancing operational efficiency to bolster margins. With a robust balance sheet supporting us with no debt, we believe that we are well-positioned to pursue strategic investments and acquisitions that align with the evolving needs of our clients, candidates, and employees.
We are dedicated to maintaining profitability through the balancing of investments and cost-saving measures, including the utilization of our India operations. Leveraging the productivity and efficiency gains facilitated by our technology investments, we are confident in our ability to drive sustainable, profitable long-term growth. Our commitment to increasing stockholder value remains unwavering. We are exploring opportunities, where appropriate, for additional share repurchases, technology investments, efficiencies and productivity improvements from transitioning certain processes to our business in India, and potential mergers and acquisitions that align with our strategic objectives. Along with our entire board, we believe that Cross Country is on the right path to deliver sustainable long-term growth by continuing to diversify our offerings, embracing technology, and expanding our partnerships with clients and candidates.
In closing, we request your voting support for our Board members, the responsibly scaled and strategically aligned 2023 executive compensation program, and other items outlined in this proxy. Your support is integral to our mission of delivering sustainable financial success while making a positive impact on our industry and beyond.
Sincerely,
 
 


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


Date and Time
Tuesday, May 14, 2024 at 12:00 p.m. Eastern Time

Location
Cross Country Healthcare, Inc. will have a virtual-only Annual Meeting of Stockholders in 2024, conducted exclusively via live audio cast at www.virtualshareholdermeeting.com/CCRN2024. There will not be a physical location for our 2024 Annual Meeting of Stockholders. Cross Country Healthcare Inc.’s Proxy Statement for the 2024 Annual Meeting of Stockholders and 2023 Annual Report are available at www.proxyvote.com.
Cross Country Healthcare, Inc. (the “Company,” “we,” “us,” or “our”) will hold the 2024 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, 2024
✓FOR
Proposal 3
To approve, on a non-binding, advisory basis, the compensation paid to our named executive officers in 2023 (“say on pay” vote)
✓FOR
Proposal 4
To approve the Cross Country Healthcare, Inc. 2024 Omnibus Incentive Plan
✓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 18, 2024 (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/CCRN2024 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 14, 2024.The date on which the Proxy Statement is first being made available to the Company’s stockholders is on or about April 1, 2024. 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, 2023 (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.

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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,

Susan E. Ball
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary

April 1, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 14, 2024: Cross Country Healthcare Inc.’s 2024 Proxy Statement for the 2024 Annual Meeting of Stockholders and 2023 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 2023 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 2024 ANNUAL MEETING OF STOCKHOLDERS
OUR BOARD OF DIRECTORS
WHO WE ARE
The Board of Directors (the “Board”) of the Company currently consists of eight members. The current terms of all eight members expire at the Annual Meeting, and all 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.
The following eight directors have been nominated for election at the Annual Meeting for a one-year term ending upon the 2025 Annual Meeting of Stockholders:

KEVIN C. CLARK, 63
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, 62
Senior Vice President,
Solution Innovation, Emerging
Technology, Architecture, and
Intellectual Property, and
Chief Technology Officer,
Unisys Corporation
(2021-Present)
Director since 2023
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, 57
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, 75
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, 73
Retired 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, 63
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 (2020–Present) 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;
Significant healthcare expertise in large acute-care facilities;
Experience creating IT platforms, advancing digital transformation, cybersecurity, and artificial intelligence;
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 this chart 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.


(1)
We recognize that Mr. Martins, as the current CEO of the Company, and Mr. Clark, as the former CEO of the Company from January 2019 to March 31, 2022, are not considered independent directors. As an independent member of our Board, Mr. Cash serves as our Lead Director to work collaboratively with the Chairman, CEO, and other directors to ensure effective functioning of the Board and to serve as an independent liaison between management and the Board and between the Chairman and the independent directors to assist in maintaining high standards for oversight and other functions.
(2)
The Board continuously considers the right attributes, expertise and skills of its members to ensure robust risk oversight. In 2022, the Board identified a need for an individual who has experience in overseeing and understanding the inherent IT, cybersecurity, and artificial intelligence risks in a large scale enterprise. As a result, the Board conducted a search for an expert meeting these criteria and Mr. Allen was nominated as a member of the Board in 2023.
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(3)
Mr. Bhamidipati became a member of the Board in 2022 and transitioned to the Chair of the Audit Committee on January 1, 2024, replacing Mr. Cash, who had served as the Chair of the Audit Committee for many years. Mr. Cash assisted in the transition of the Audit Chairman role to Mr. Bhamidipati and will continue to serve as Lead Independent Director and a member of the Audit Committee and Compensation Committee of the Company.
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 is an important determinant for Board tenure. Pursuant to the Company’s policy that directors must resign at the age of 75, Mr. Cash tendered his resignation to the Board in 2023, which was rejected at the discretion of the Board. The Board determined that Mr. Cash provides valuable service as a Lead Independent Director, continuity based on his history and knowledge of the Company, expertise in the healthcare industry, and financial acumen, and he continues to receive high ratings from fellow Board members in their annual assessments.
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The charts and Board Diversity Matrix below provide a snapshot of certain characteristics of our current Board. The information is as of April 1, 2024.

Board Diversity Matrix as of April 1, 2024
Total Number of Directors
8
Female
Male
Non-
Binary
Did Not
Disclose Gender
Part I: Gender Identity
Directors
2
6
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
3
0
0
Two or More Races or Ethnicities
0
1
0
0
LGBTQ+
0
Did Not Disclose Demographic Background
0
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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, and veteran status.
Identifies opportunities for director refreshment
Identifies candidates, with assistance of a 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 the following characteristics of each potential candidate:
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.
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 2023 Annual Meeting of Stockholders.
The Board currently consists of eight members. The current terms of all eight directors expire at the Annual Meeting, and each of the directors are standing for re-election at the Annual Meeting.
Each director nominee elected will hold office until the 2025 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 2023 Annual Meeting of Stockholders.
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.
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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 2023 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 accomplishments, including:
Conducting a comprehensive succession planning exercise and implementing a thorough succession and continuity plan for each of the Company’s principal executives;
Conducting a comprehensive refreshment process resulting in the appointment of one new independent director, Dwayne Allen, in January 2023, who brings an expertise in technology, cybersecurity, and artificial intelligence;
Replenishing a $100 million share repurchase program, and repurchasing 2.3 million shares (or 6.8% of total outstanding shares) in 2023, reflecting the strength of our financial position and our confidence in our ability to continue to execute on our strategy;
Holding a 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;
Conducting a tabletop cybersecurity exercise, enhancing the Board’s ability to anticipate and respond to various cybersecurity risks; and
Conducting ongoing Board training and education on new SEC regulations, fiduciary duties, and other matters.
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 or Committees 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 to the full Board and Chairpersons of the Committees and discussions occur to address any issues that may have been identified.
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HOW WE GOVERN AND ARE GOVERNED
Board Independence
Our securities are listed on the Nasdaq Stock Market (“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, 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: the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee. 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 Committee, the Compensation Committee, and the Governance and Nominating Committee are on our website at https://ir.crosscountryhealthcare.com/corporate-governance. In 2023, the Board unanimously approved the appointment of Mr. Bhamidipati as Chairman of the Audit Committee, effective January 2024. Mr. Cash will continue to serve on the Audit Committee.
The following chart provides a summary of the committees’ duties, responsibilities, and composition:
Committee
Responsibilities and Duties
Members
Meetings
in 2023
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 and climate risks.
• The Audit Committee is responsible for hiring and terminating our independent registered public accounting firm and approving all auditing services, 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†*♦(1)
Allen♦(2)
Bhamidipati*♦(1)(2)
Nevin♦
8
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Committee
Responsibilities and Duties
Members
Meetings
in 2023
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) evaluating the CEO’s performance in light of the approved goals and objectives, and determining and approving the CEO’s compensation level based on this evaluation; (iii) making recommendations to the Board with respect to compensation, incentive compensation plans and equity-based plans for all executive officers of the Company, and developing guidelines and reviewing compensation and overall performance of all executive officers of the Company; (iv) producing 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) evaluating on an annual basis the performance of the Compensation Committee in accordance with applicable rules and regulations; (vi) annually reviewing and making recommendations to the Board regarding non-employee director compensation; (vii) overseeing the Company’s policies and procedures relating to human capital management and retention risks; and (viii) overseeing the Company’s diversity, equity, and inclusion programs.
Perlberg† Cash
Fitzgerald
4
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Committee
Responsibilities and Duties
Members
Meetings
in 2023
 
• 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, other 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.
 
 
 
• 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 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 such policies and procedures; and (v) oversee the Board’s structure and organization.
• The Governance and Nominating Committee
has the sole authority to retain and terminate
Fitzgerald†
Nevin
Perlberg
4
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Committee
Responsibilities and Duties
Members
Meetings
in 2023
 
external advisors to the extent additional expertise is deemed necessary in fulfilling the Governance and Nominating Committee’s fiduciary responsibilities.
• The Governance and Nominating 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 Governance and Nominating Committee deems appropriate and as permitted under applicable rules and regulations, in order to carry out its responsibilities.
 
 

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)
Effective January 2024, Mr. Bhamidipati was appointed as Chairman of the Audit Committee and Mr. Cash continues to serve on the Audit Committee.
(2)
Mr. Allen and Mr. Bhamidipati were appointed to the Audit Committee in January 2023.
Board and Committee Meetings
During the fiscal year ended December 31, 2023 (“Fiscal 2023”), there were nine meetings of the Board. For Fiscal 2023, each director attended more than 85% 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 Fiscal 2023). All directors nominated for election to the Board were members of the Board for the entirety of Fiscal 2023. 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 attended the 2023 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, artificial intelligence, data privacy, 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
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Governance and Nominating Committee evaluates risks with respect to, among other things, corporate governance matters, the structure of the Board, succession planning, 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 that each committee oversees, 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 the potential impact of such risks.

While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to its committees. The Board and management evaluated the risks most relevant 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 and Delegated to Committees
Audit Committee
Compensation Committee
 -  Cybersecurity and Data Protection Risks
 - Human Capital Management and Retention
 - Environmental and 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 six 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.
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 of the Board based on what it believes is in the best interest of the Company and its stockholders at any given 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 of the Company.
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. The CEO consults with the Chairman and Lead Independent Director on relevant concerns of the Board members and recommends oral reports by senior executives to continually keep the Board informed on the Company’s operations, risks, and overall performance.
Our Lead Independent Director serves as an independent liaison for the Chairman of the Board, Board members, and the Company’s stakeholders. Our Lead Independent Director supports the Chairman of the Board and monitors the relationship between the CEO and Chairman of the Board. Our Lead Independent Director also presides over independent director executive sessions and works with the CEO and Chairman of the Board to ensure 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 the directors before each meeting and as otherwise requested, as well as through oral reports made to the directors during Board 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 per year. This stockholder outreach is complementary to the hundreds
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of touchpoints our Investor Relations team has with stockholders each year. We also conduct an institutional stockholder outreach program during the year to discuss social, governance, and environmental matters. We find it beneficial to have ongoing dialogue with our stockholders throughout the year on a full range of investor priorities in order to receive feedback, instead of engaging with stockholders only prior to our annual meeting on issues to be voted on in the proxy statement.
Depending on the circumstances, our Chairman, Lead Independent Director, or other independent directors 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 such insights with our Board as we review and evolve our practices and disclosures.
Our Board 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 above.
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 that the director compensation program continues to facilitate the attraction and retention of highly qualified Board members. During Fiscal 2022, 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 peer groups used to assess pay competitiveness for named executive officers. Following the Fiscal 2022 analysis, and effective in June 2023, the Compensation Committee did not make any changes to cash retainers for Board and committee service, but approved an increase from $125,000 to $150,000 for the annual equity grant value in order to position total compensation more in line with 50th percentile market values for industry peers. The non-employee director stock ownership requirement remains at 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 2023, our independent directors were awarded cash fees based on the schedule set forth below, payable on a quarterly basis. Only non-employee directors receive compensation for their services as directors. Compensation for Mr. Martins, our current President and Chief Executive Officer, is reflected in the Summary Compensation Table and discussed within “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 2023.
Equity Compensation
During Fiscal 2023, Messrs. Clark, Cash, Allen, Bhamidipati, and Perlberg and Mses. Fitzgerald and Nevin each received a grant of restricted shares of Common Stock on June 1, 2023, 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 $150,000, 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.
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 $75,000, which amount may be accumulated over five years. Unvested restricted shares and indirectly owned shares are included in determining whether the threshold has been achieved. As of April 1, 2024, all current directors are in compliance, or on track to gain compliance within his or her respective five-year grace period, with our stock ownership guidelines.
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2023 DIRECTOR COMPENSATION TABLE
The following table provides compensation information for our non-employee directors for Fiscal 2023.
Name
Fees Earned
or Paid
in Cash ($)(1)
Stock
Awards
($)(2)(3)
Total ($)
Dwayne Allen
87,500
200,000
287,500
Venkat Bhamidipati
81,250
150,000
231,250
W. Larry Cash
118,750
150,000
268,750
Kevin C. Clark
160,000
150,000
310,000
Thomas C. Dircks
18,750
18,750
Gale Fitzgerald
87,252
150,000
237,252
Janice E. Nevin, M.D., MPH
75,000
150,000
225,000
Mark Perlberg, JD
90,000
150,000
240,000
(1)
Mr. Dircks was not nominated to stand for re-election at the 2023 Annual Meeting; he received one quarterly cash payment totaling $18,750 in 2023 prior to his departure.
(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, 2023 filed with the SEC on February 22, 2024. The restricted stock was granted on June 1, 2023 with a grant date fair value per share of $25.81. Mr. Allen was also granted a pro-rated number of shares of Common Stock on January 3, 2023 when he joined the Board, with a grant date fair value per share of $27.19. All awards will vest on the first anniversary of such award’s grant date. Based on a grant date fair value of approximately $150,000 and $50,000, respectively, the actual number of shares of restricted stock granted to each director was 5,812 shares, and an additional 1,916 shares for Mr. Allen. Mr. Dircks did not receive equity awards in 2023.
(3)
Aggregate restricted shares outstanding as of December 31, 2023 for each director were as follows: Dwayne Allen: 7,728; Venkat Bhamidipati: 5,812; W. Larry Cash: 5,812; Kevin C. Clark: 5,812; Gale Fitzgerald: 5,812; Janice E. Nevin: 5,812; and Mark Perlberg: 5,812.
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OUR COMPANY
WHAT WE DO
Cross Country Healthcare is a tech-enabled business that 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)
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 (including Intellify®, our proprietary vendor management technology), 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 and executive officers, we think of ourselves more holistically as a company of over 10,000 people, including approximately 2,300 corporate employees and an average of more than 10,800 full-time equivalent field employees, providing value via a variety of arrangements to over 4,000 facilities in all 50 states.
In addition to our President and Chief Executive Officer, John A. Martins, our corporate leadership currently includes:
Name
Age
Position
Susan E. Ball, JD, MBA, RN
60
EVP, Chief Administrative Officer, General Counsel and Secretary
William J. Burns, MBA, CPA
54
EVP, Chief Financial Officer
Cynthia A. Grieco
49
Vice President, Corporate Treasurer
Marc Krug, JD, MBA
56
Group President
Colin P. McDonald, MS
56
Chief Human Resources Officer
Karen Mote
59
President, Cross Country Locums
Phillip Noe
53
Chief Information Officer
James V. Redd III, MBA, CPA
54
Chief Accounting Officer


SUSAN E. BALL, 60
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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WILLIAM J. BURNS,54
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


CYNTHIA A. GRIECO, 49
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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MARC KRUG, 56
Group President
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


COLIN MCDONALD, 56
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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KAREN MOTE, 59
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


PHIL NOE, 53
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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JAMES V. REDD III,
54
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
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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, 2023):
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
62% of our Board self-identifies as diverse by gender, race, or ethnicity
42% of our workforce self-identifies as non-white and 77% self-identifies 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 programs, charitable giving, and other programs, including partnerships with dozens of NGOs and professional organizations.
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HOW WE DID
2023 FINANCIAL HIGHLIGHTS
OTHER 2023 HIGHLIGHTS
• Fiscal 2023 revenue above $2.0 billion
• Added a new director to the Board with deep technology experience
• Fiscal 2023 Adjusted EBITDA of $144.4 million
• Strengthened oversight of key risk topics
• Fiscal 2023 Adjusted EBITDA margin of 7.2%
• Completed a cybersecurity tabletop exercise facilitated by a third party
• Strong Fiscal 2023 cash flow of $248.5 million
• Approved the replenishment of our stock repurchase program to $100 million
• Repurchased 2.34 million shares of Common Stock for $57.6 million in Fiscal 2023
• During Fiscal 2023, rolled out our vendor management system, Intellify®, and launched the XperienceTM app
• Paid off our term loan - no outstanding long-term debt
 
• 2023 fourth quarter revenue exceeded guidance, Adjusted EBITDA and Adjusted EPS were within guidance ranges
 
• Physician Staffing and Education experienced annual double-digit revenue growth
 
Adjusted EBITDA and Adjusted EPS in the above table are non-GAAP financial measures. 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 our 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 of the related party transactions for Fiscal 2023. 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 2023, Mr. Fortunato’s compensation and benefits were comparable to those generally available to similarly situated employees.
The Company 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 2023 were $478,000.
The Company provided services in the amount of $1,224,347 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 Company’s executive officers are each required to complete 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 18, 2024, 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 such individual or group has the right to acquire within 60 days of March 18, 2024. The percentages in the last column are based on 34,677,359 shares of Common Stock outstanding on March 18, 2024, 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.
50 Hudson Yards
New York, NY 10001
6,006,414(a)
17.3%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
2,505,906(b)
7.2%
Pacer Advisors, Inc.
500 Chesterfield Parkway
Malvern, PA 19355
2,489,580(c)
7.2%
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, TX 78746
2,256,832(d)
6.5%
Wasatch Advisors LP
505 Wakara Way
Salt Lake City, UT 84108
2,193,604(e)
6.3%
Principal Global Investors, LLC
801 Grand Avenue
Des Moines, IA 50392
1,966,946(f)
5.7%
Dwayne Allen
7,020(g)
*
Susan E. Ball
159,024(h)
*
Venkat Bhamidipati
6,978(i)
*
William J. Burns
217,698(j)
*
W. Larry Cash
183,711(k)
*
Kevin C. Clark
620,465(l)
1.8%
Gale Fitzgerald
165,648(m)
*
Marc S. Krug
39,387(n)
*
John A. Martins
99,353(o)
*
Janice E. Nevin, M.D., MPH
25,835(p)
*
Mark Perlberg, JD
84,636(q)
*
Daniel J. White
17,568(r)
*
All directors and executive officers as a group (17 individuals)
1,713,303(s)
​4.9%
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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 22, 2024. Such statement disclosed that BlackRock, Inc. has sole voting power of 5,864,588 shares and has sole dispositive power of 6,006,414 shares.
(b)
The information regarding the beneficial ownership of shares by The Vanguard Group was obtained from the amendment to Schedule 13G filed with the SEC on February 13, 2024. Such statement disclosed that The Vanguard Group possesses shared voting power over 43,408 shares, sole dispositive power over 2,432,139 shares, and shared dispositive power over 73,767 shares.
(c)
The information regarding the beneficial ownership of shares by Pacer Advisors, Inc. was obtained from the Form 13F filed with the SEC on January 8, 2024. Such statement disclosed that Pacer Advisors, Inc. possesses sole voting power over 2,489,580 shares.
(d)
The information regarding the beneficial ownership of shares by Dimensional Fund Advisors LP was obtained from the Schedule 13G filed with the SEC on February 14, 2024. Such statement disclosed that Dimensional Fund Advisors LP possesses sole voting power over 2,212,525 shares and sole dispositive power over 2,256,832 shares.
(e)
The information regarding the beneficial ownership of shares by Wasatch Advisors LP was obtained from the Schedule 13G filed with the SEC on February 9, 2024. Such statement disclosed that Wasatch Advisor LP possesses sole voting power over 2,193,604 shares and sole dispositive power over 2,193,604 shares.
(f)
The information regarding the beneficial ownership of shares by Principal Global Investors, LLC was obtained from the Schedule 13G filed with the SEC on February 9, 2024. Such statement disclosed that Principal Global Investors, LLC possesses shared voting power of 1,966,946 shares and shared dispositive power over 1,966,946 shares.
(g)
Includes 5,812 shares of Restricted Stock.
(h)
Includes 29,183 shares of Restricted Stock.
(i)
Includes 5,812 shares of Restricted Stock.
(j)
Includes 42,554 shares of Restricted Stock.
(k)
Includes 5,812 shares of Restricted Stock.
(l)
Includes 45,164 shares of Restricted Stock.
(m)
Includes 5,812 shares of Restricted Stock.
(n)
Includes 20,062 shares of Restricted Stock.
(o)
Includes 81,800 shares of Restricted Stock.
(p)
Includes 5,812 shares of Restricted Stock.
(q)
Includes 5,812 shares of Restricted Stock.
(r)
Includes 15,509 shares of Restricted Stock.
(s)
A Form 4 for one of our unnamed executive officers was filed late due to an administrative error.
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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 2023, as well as the Company’s audited financial statements for Fiscal 2023, 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, 2023.
THE AUDIT COMMITTEE
W. Larry Cash, Chairperson
Dwayne Allen, Member
Venkat Bhamidipati, 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, 2023 and December 31, 2022 are set forth below.
2023
2022
Audit Fees
$1,672,878
$1,626,532
Audit-Related Fees
158,965
135,000
Tax Fees
50,000
59,250
All Other Fees
1,895
1,895
Total
$1,883,738
$1,822,677
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 2023 and 2022 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, including 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 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 accountant’s 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 2023. 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 2023 compensation of our NEOs as described in this section and in the tables and accompanying narrative.
Our NEOs for Fiscal 2023, which consist of our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers, are:
Name
Position
John A. Martins
President and Chief Executive Officer
William J. Burns, MBA, CPA
EVP, Chief Financial Officer
Susan E. Ball, JD, MBA, RN
EVP, Chief Administrative Officer, General Counsel and Secretary
Marc Krug, JD, MBA
Group President
Daniel J. White
Former Chief Commercial Officer
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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 policy allowing for recoupment of equity and cash incentive payments in the event of a qualifying restatement
 
 
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 2023 reflects this commitment, as do incentive award funding outcomes, with short-term incentive payouts well below target for Fiscal 2023 and performance shares slightly above target for the three-year measurement period ending December 31, 2023.
The Compensation Committee structured the Fiscal 2023 executive compensation program with the goal of ensuring that total direct compensation levels were sufficiently competitive to attract, motivate, and retain high 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 2023 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 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.
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Our NEOs’ compensation for Fiscal 2023 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 2023, 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 2023, 79% of target total direct compensation for our CEO, and an average of 67% of target total direct compensation for our other NEOs was performance-based or equity-based. 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 competitive to attract, motivate, and retain the highest quality executives
Our Compensation Committee seeks to establish total direct compensation targets (base salary, short-term incentives, and long-term incentives) at or near the 50th percentile (or median) of our 2023 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 conditions and specific Company, industry, and competitive conditions, serves as the primary basis for determining our NEOs’ 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 that the 2023 PSAs would be weighted 50% of total target long-term incentive award opportunities for NEOs, 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 NEOs to manage the Company from the perspective of 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 that our stockholders face. Our stock ownership guidelines further enhance the incentive for NEOs to create long-term stockholder value.
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Our compensation 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, which provides useful feedback regarding the perceived effectiveness of our executive compensation program and the program’s ability to align pay with performance and stockholder interests. For the twelfth straight year, our executive compensation program received substantial stockholder support and was approved, on an advisory basis, by 98.4 % of the votes cast at the 2023 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, our Compensation Committee did not approve any significant changes to our NEOs’ 2023 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. Award funding levels for any completed short-term and long-term incentive performance cycles are determined by the Compensation Committee and paid out, to the extent earned, during the first quarter of the following year. 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 benchmarking, the NEO’s individual performance, 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 the CEO’s assessment of the other NEOs’ performance and other factors used in developing the CEO’s recommendation for the other NEOs’ compensation, including salary adjustments, cash incentives, and equity grant levels for the then-current year. In looking at historical compensation, the Compensation Committee considers the progression of salary increases over time, each NEO’s actual versus planned performance and corresponding incentives earned, the potential realizable value of any outstanding equity grants, total overall compensation, and an evaluation of historical performance, 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, that the CEO does not participate in the assessment or compensation deliberations and decisions with respect to the CEO.
Upon receipt of the information discussed above, the Compensation Committee discusses proposed compensation decisions for the CEO and other NEOs. Pursuant to our Governance Guidelines, the Compensation Committee is required to approve annually the compensation goals and objectives for the
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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, specific, measurable and 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 the CEO’s assessment of the other NEOs’ performance and other factors used in developing the CEO’s recommendation for the other NEOs’ compensation, including salary adjustments, cash incentives and equity grant guidelines for the other NEOs’ compensation. After considering the CEO’s recommendations, the Compensation Committee made all decisions regarding the Fiscal 2023 compensation of our NEOs. The CEO did not participate in the assessment of or compensation deliberations and decisions with respect to the CEO.
Role of the Compensation Consultant
Annually, the Compensation Committee evaluates the Company’s executive compensation design, competitiveness, and effectiveness. Pearl Meyer assists the Compensation Committee with its evaluation by regularly participating in meetings and periodically conducting external market reviews and updates on executive pay trends and regulatory developments. Pearl Meyer conducted a market pay analysis in late 2022 which the Compensation Committee considered when setting NEO pay opportunities for 2023. No external market review was conducted in 2023 due to then-current economic conditions and the Compensation Committee’s decision not to modify NEO pay opportunities for 2024.
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 2023, the Compensation Committee, upon the recommendation of Pearl Meyer, determined it would be appropriate to revise the group of peer companies used to gauge market pay levels and practices so that it aligns more closely with us in terms of company size and industry focus. The Fiscal 2023 Peer Group is composed of companies from both the healthcare services and staffing and general staffing industry sectors, and includes the following twelve companies (the “2023 Peer Group”):
2023 PEER GROUP
Addus HomeCare Corporation
Kelly Services, Inc.
Paycom Software, Inc.
Amedisys, Inc.
Kforce, Inc.
Pediatrix Medical Group, Inc.
AMN Healthcare Services, Inc.
Korn/Ferry International
R1 RCM Inc.
Heidrick & Struggles Int’l Inc.
National Healthcare Corporation
ZipRecruiter, Inc.
The Compensation Committee determined, in consultation with Pearl Meyer, that the 2023 Peer Group reflects companies falling within a generally comparable size range and that we compete with for business, executive talent, and investor capital.
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
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members. Generally, our policy has been to position NEOs’ base salaries and target total direct compensation opportunities at or near the 50th percentile of market values for comparable positions at industry peers. Pearl Meyer’s 2022 analysis found that target total direct compensation (sum of base salary plus target short-term and long-term incentives) opportunities were below 50th percentile market values for all current NEOs, other than Mr. White, and generally within a competitive range (defined as 85% to 115%) of the 50th percentile for all incumbents, other than Mr. Martins, who was below the 50th percentile following his promotion to the role of President and CEO in April 2022.
COMPONENTS OF FISCAL 2023 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 our 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’ 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 periodic external market studies and annual performance review, 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.
For Fiscal 2023, no NEOs received an increase in base salary, other than Mr. Martins, whose base salary increased from $725,000 to $875,000 and Mr. Krug, who received a 4.7% increase from $430,000 to $450,000, both to align more closely with the peer group 50th percentile market values. For 2024, the Compensation Committee decided to maintain base salaries at 2023 levels for all NEOs.
NEO
2023 Base
Salary
($)
2022 Base
Salary
($)
% Increase vs
Prior Year
John A. Martins
875,000
725,000
20.7%
William J. Burns
550,000
550,000
0%
Susan E. Ball
500,000
500,000
0%
​Marc Krug
450,000
​430,000
4.7%
​Daniel White
450,000
​450,000
0%
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 award 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 2023.
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, representing 80% of target award opportunities) and individual subjective
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considerations tied primarily to individual objectives (the “Subjective Bonus” component, representing 20% of target award opportunities). 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 the Annual Cash Incentive Program’s 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 of up to 180% of the target award opportunity for that component. The Subjective Bonus may include various pre-established quantitative and qualitative goals 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 2022 Annual Cash Incentive Program, the Compensation Committee determined that the performance metrics for Fiscal 2023 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, based on our internal business plan, current macroeconomic conditions, and market volatility. For Fiscal 2023, incentive award funding for threshold performance was set at 20% of corresponding target award opportunities. Payouts may exceed 100% (up to 180%) of target award opportunities if 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 2023 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)
Martins
Burns
Ball
Krug
White
Company Annual Revenue (Objective Bonus)
95%/100%/105%
20%/100%/180%
20%
20%
20%
20%
20%
Company Annual Adjusted EBITDA* (Objective Bonus)
80%/100%/120%
20%/100%/180%
60%
60%
60%
60%
60%
Individual Objectives
n/a
20%/100%/180%
20%
20%
20%
20%
20%
(Subjective Bonus) Totals
100%
100%
100%
100%
100%
*
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 2023 were $205 million and $2.28 billion, respectively.
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Determination of Fiscal 2023 Annual Incentive Bonus Payments
The Compensation Committee determined that, for Fiscal 2023, the Company did not achieve its threshold performance hurdles of $164 million for Company Annual Adjusted EBITDA (a non-GAAP financial measure) or $2.17 billion for Company Annual Revenue. As a result of the below-target results, our NEOs did not earn any awards for the Objective Bonus component for Fiscal 2023. Individual objectives may differ between executives and the Compensation Committee assesses specific NEO attainment both qualitatively and quantitatively, with consideration given to factors such as business conditions, and competing priorities or other significant individual contributions. For 2023, individual objectives included, but were not limited to, continuing to advance our technology roadmap, launching Intellify® as our vendor neutral offering, improving productivity across the business, managing overall costs and improving cash collections, as well as various organizational goals and other special projects that align with our strategy. In the opinion of the Compensation Committee, our NEOs met or exceeded all of their respective individual objectives, each earning 135% of the target award for this component, other than Mr. White, who received 80% of his target award. Resulting total awards for our NEOs ranged from 16% to 27% of total target annual incentive award opportunities, as noted below, well below payouts earned in Fiscal 2021 and Fiscal 2022. In approving these awards, the Compensation Committee took into consideration our NEOs’ strong contributions to protect and manage the business and seamlessly maintain operations during a time of uncertainty given the winding down of COVID, 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
$
John A. Martins
100%
875,000
27%
236,250
William J. Burns
85%
467,500
27%
126,225
Susan E. Ball
75%
375,000
27%
101,250
​Marc Krug
100%
450,000
​27%
​121,500
​Daniel White
100%
450,000
​16%
72,000
Long-Term Incentive Compensation
The Company uses equity-based awards to focus executives on long-term performance, to align executives’ 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, 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 2023, 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, while also tying a meaningful 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 2023 are set forth in the following table:
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Name
RSA Component
(50% Weighting in 2023)
PSA Component
(50% Weighting in 2023)
Total Target LTI Opportunity
$ Value
% of Salary
$ Value
% of Salary
$ Value
% of Salary
John A. Martins
$1,203,125
137.5%
$1,203,125
137.5%
$ 2,406,250
275.0%
William J. Burns
$ 412,500
75.0%
$ 412,500
75.0%
$ 825,000
150.0%
Susan E. Ball
$ 287,500
57.5%
$ 287,500
57.5%
$ 575,000
115.0%
Marc Krug
$ 191,250
42.5%
$ 191,250
42.5%
$ 382,500
85.0%
Daniel J. White(1)
$ 191,250
42.5%
$ 191,250
42.5%
$ 382,500
85.0%
(1)
Mr. White, whose position was eliminated as part of a reorganization, departed the Company on March 31, 2024, was only eligible to receive the first traunch of his Fiscal 2023 RSA award (2,857 shares with a value of $63,765) as long-term incentive compensation.
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 31st falls on a weekend or holiday, the grant date value is based on the immediately preceding business day. The grant date values of the RSAs and PSAs granted in Fiscal 2023 are set forth below and were based on the closing price of our Common Stock on the grant date. Awards are based on a percentage of each 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 2023, the RSA and PSA target award values were each equally weighted.
Name
Grant Date
Value of RSAs
(per share)
Number
of RSAs
Grant Date Value
of PSAs at Target
(per share)
Target Number
of PSAs
John A. Martins
$22.32
53,904
$22.32
53,904
William J. Burns
$22.32
18,482
$22.32
18,482
Susan E. Ball
$22.32
12,881
$22.32
12,881
Marc Krug
$22.32
8,569
$22.32
8,569
Daniel White
$22.32
8,569
$22.32
8,569
All of the RSAs granted to the NEOs in Fiscal 2023 provide for vesting of 33.33% of the award on each of the first, second and third anniversaries of the grant date, subject to the NEO’s continued employment with the Company through the vesting date.
The PSAs granted to the NEOs in Fiscal 2023 provide for the issuance of a number of shares based on the level of attainment of cumulative Adjusted EBITDA (a non-GAAP financial measure) (weighted 75%) and cumulative Adjusted EPS (a non-GAAP financial measure) (weighted 25%), both over the three-year performance period ending December 31, 2025, as follows:
Performance Level
3-year Cumulative
Adjusted EBITDA*
Achieved (in
thousands) ($000s)
Percentage of the
Target Shares Earned
3-year Cumulative
Adjusted EPS *
Achieved
Percentage of the
Target Shares Earned
Below Threshold
Less than $498,750
0%
Less than $7.85
0%
Threshold
$498,750
75%
$7.85
75%
Target
$665,000
100%
$10.47
100%
Maximum
$831,250
125%
$13.09
125%
*
This is a non-GAAP measure. See Annex A of this Proxy Statement for a reconciliation of non-GAAP
financial measures to our results as reported under GAAP.
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The PSAs granted to the NEOs in Fiscal 2023 will vest, if at all, on or about March 31, 2026, subject to the achievement of the applicable performance metrics and such NEO’s continued employment through such date. The PSAs that were granted in Fiscal 2021 were tied 75% to the Company’s three-year Adjusted EBITDA and 25% to the Company’s Adjusted EBITDA margin at the end of the three-year performance period. These PSAs were earned at 101% of target levels based on the performance period ended December 31, 2023 and vested on March 31, 2024. Our three-year cumulative Adjusted EBITDA of $608 million for the performance period ended December 31, 2023 represented 229% of the performance hurdle of $185 million, resulting in maximum attainment for that metric of 120% of the target award. Our Fiscal 2023 Adjusted EBITDA margin of 7.2% was below our performance hurdle of 7.5%, though within the attainment range, which resulted in 44% of target award attainment for that metric.
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OTHER COMPENSATION AND BENEFITS
Nonqualified Deferred Compensation Plans
We maintain the 2003 Deferred Compensation Plan and the 2017 Nonqualified Deferred Compensation Plan, each a non-qualified deferred compensation arrangement, intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
Under the deferred compensation plans, designated employees, including our NEOs, may elect to defer the receipt of a portion of their annual base salary, bonus, and commission to our deferred compensation plans. We may also make a discretionary contribution to the deferred compensation plans on behalf of certain participants. Discretionary contributions to the 2003 Deferred Compensation Plan generally become vested three years from the date such contribution is made to the plan, upon the occurrence of a change in control, or upon a participant’s retirement, death during employment, or disability. Discretionary contributions to the 2017 Nonqualified Deferred Compensation Plan are subject to such vesting period as determined by the Company at the time of the contribution. We did not make any discretionary contributions to the plans in Fiscal 2023. Generally, payments under the deferred compensation plans automatically commence upon a participant’s retirement, termination of employment, or death during employment. Under certain limited circumstances described in the deferred compensation plans, participants may receive distributions during employment. To enable us to meet our financial commitment under the deferred compensation plans, assets may be set aside in a corporate-owned vehicle, which assets remain available to all our general creditors in the event of our insolvency. Participants of the deferred compensation plans are our unsecured general creditors with respect to the deferred compensation plan benefits.
401(k) Plan and Other Benefits
We maintain a 401(k) plan. The plan permits eligible employees, including the NEOs, to make voluntary, pre-tax contributions to the plan, up to a specified percentage of compensation, subject to applicable tax limitations. We may make a discretionary matching contribution to the plan equal to a pre-determined percentage of an employee’s voluntary, pre-tax contributions and may make an additional discretionary profit-sharing contribution to the plan, subject to applicable tax limitations. Our NEOs are eligible for matching contributions, subject to regulatory limits on contributions to 401(k) plans. Eligible employees who elect to participate in the plan are generally vested in any matching contribution after three years of service with us and fully vested at all times in their employee contributions to the plan. The plan is intended to be tax-qualified under Section 401(k) of the Code, so that contributions to the plan and income earned on plan contributions are not taxable to employees until withdrawn from the plan, and so that our contributions, if any, will be deductible by us when made.
In addition to the 401(k) plan, we provide our NEOs with the opportunity to elect health and dental coverage, company-paid group term life insurance, disability insurance, paid time off, and paid holidays programs applicable to other employees in their locality. These benefits are designed to be competitive with overall market practices and are in place to attract and retain the necessary talent in the business.
Perquisites
Our NEOs are not entitled to any perquisites that are not otherwise available to all of our employees. Additionally, we do not provide defined benefit pension arrangements, post-retirement health coverage, or similar benefits for our executives or employees.
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Employment Agreements
Mr. Martins, President and Chief Executive Officer
2022 Employment Agreement
On January 14, 2022, the Company appointed Mr. Martins as President and Chief Executive Officer (“CEO”) and as a member of the Board effective March 31, 2022, and entered into a new employment agreement (the “Martins Employment Agreement”) with Mr. Martins, setting forth the terms of his employment and compensation as President and CEO of the Company. The initial term (the “Initial Term”) of the Martins Employment Agreement is three years, commencing on April 1, 2022 and expiring on March 31, 2025. Thereafter, the Martins Employment Agreement will automatically renew for successive one-year terms, unless either party has given at least 90 days prior written notice of such party’s intention not to renew the Martins Employment Agreement.
The Martins Employment Agreement provides for an initial base salary of $725,000 per annum, which, subject to Board approval, is expected (but is not guaranteed) to be increased to $825,000 or more per annum following the first anniversary of the Effective Date. For Fiscal 2023, the Board increased Mr. Martins’ base salary to $875,000 to align more closely with 50th percentile market values. The Board, in consultation with the Compensation Committee, will review Mr. Martins base salary on an annual basis, and will determine, in its sole discretion, whether to increase (but not decrease) his base salary. Pursuant to the Martins Employment Agreement, Mr. Martins is eligible to participate in the Company’s annual bonus plan and receive an annual incentive cash bonus with a target award opportunity equal to no less than 100% of his base salary and a maximum opportunity equal to 180% of his base salary as determined by the Compensation Committee. In addition, during the Initial Term of the Martins Employment Agreement, Mr. Martins will receive an annual equity award pursuant to the Company’s 2020 Omnibus Incentive Plan or its successor (the “Equity Plan”); the target value of the annual equity award will be equal to 200% of his base salary for the first year and 275% of his base salary for the second and third years. Such equity awards will be subject to the terms and conditions established by the Compensation Committee and of the Equity Plan. Mr. Martins is also entitled to four weeks of paid vacation and is eligible to participate in all benefit plans and fringe benefit arrangements generally available to the Company’s senior executives.
Pursuant to the Martins Employment Agreement, if Mr. Martins’ employment is terminated by the Company without cause (as defined in the Martins Employment Agreement) or by Mr. Martins for good reason (as defined in the Martins Employment Agreement), he will be entitled to receive the following payments and benefits: (i) any unpaid base salary through the date of termination; (ii) reimbursement for unreimbursed business expenses incurred through the termination date; (iii) any unpaid bonus for the year immediately preceding the year in which such termination occurs; (iv) payment of unused vacation and sick time in accordance with the Company’s policy; (iv) all other applicable payments or benefits provided for by any applicable compensation arrangement or benefit, equity, or fringe benefit plan or program; and (v) subject to his execution of a release, a severance payment equal to the sum of (a) two years of his base salary plus (b) an amount equal to two times the average actual bonus paid in the immediately prior three calendar years or, in the event Mr. Martins was not an employee during such three-year period, an amount equal to two times the bonus he would have earned during the year in which the termination occurs (but not less than two times 50% of his target bonus for the year of termination) plus, (c) payment in lieu of continued benefits elected by Mr. Martins at the time of such termination, in accordance with the Company’s policies, for a period of 24 months. Additionally, any and all of Mr. Martins’ unvested stock appreciation rights, restricted stock, performance share awards (at target level performance), stock options, or other equity will immediately vest upon such termination.
In the event that Mr. Martins’ employment is terminated because the Company has provided notice of non-renewal of the Martins Employment Agreement, he will be entitled to receive items (i) through (iv) in the immediately preceding paragraph and, subject to his execution of a release of claims, continued payments of his base salary for a period of 18 months.
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Pursuant to the Martins Employment Agreement, during Mr. Martin’s employment and for a period of two years thereafter, Mr. Martins may not compete with the Company in any jurisdiction in which the Company’s business is conducted nor may he intentionally interfere with the Company’s relationship with any of its suppliers, customers, or employees.
Mr. Martins is entitled to participate in the Company’s Executive Severance Plan Amended and Restated as of May 28, 2010 (the “Executive Severance Plan”); provided, however, that if he is or becomes eligible to receive severance benefits under such plan, he will cease to be eligible for severance payments under the Martins Employment Agreement described above and the Company’s sole obligation will be to pay him the amounts and benefits provided in the Executive Severance Plan, subject to the terms and conditions thereof, except as otherwise set forth in the Martins Employment Agreement.
Mr. Burns, Executive Vice President and Chief Financial Officer
On February 1, 2019, the Company amended its employment agreement with Mr. Burns to appoint him as its Executive Vice President and Chief Financial Officer. Mr. Burns previously served as the Company’s Chief Operating Officer from January 2018 to February 2019 and as the Company’s Chief Financial Officer from April 2013 to January 2018. The agreement provides for a minimum base salary of $525,000 per year, subject to annual review by the Compensation Committee. His base salary was increased to $550,000 for Fiscal 2022. He is eligible to participate in the Company’s annual bonus plan with a target bonus of 75% of his base salary, and 85% of his base salary for Fiscal 2022 and Fiscal 2023, based on achieving performance goals to be established by the Compensation Committee. Per the agreement, Mr. Burns is also eligible to participate in the Company’s long-term incentive plan and receive target awards valued at 125% of his base salary, increased to 150% of his base salary for Fiscal 2022 and Fiscal 2023, based on the level of achievement of performance goals as Chief Financial Officer to be established by the Compensation Committee.
Mr. Burns is eligible to participate in the Company’s equity incentive plan, as well as all benefit plans and fringe benefit arrangements available to our senior executives. If Mr. Burns’ employment is terminated by us without cause or Mr. Burns terminates his employment for good reason, and if he is not otherwise entitled to receive severance benefits under our Executive Severance Plan, subject to his execution of a release, he will be entitled to a severance payment equal to one year’s base salary and health insurance benefits.
During Mr. Burns’ employment and for a period of two years thereafter, Mr. Burns may not compete with the Company in any jurisdiction in which the Company’s business is conducted nor may he intentionally interfere with the Company’s relationship with any of its suppliers, customers, or employees.
Ms. Ball, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Ms. Ball joined the Company as its Corporate Counsel pursuant to the terms and conditions of an offer letter entered into on March 18, 2002 (the “Ball Offer Letter”). The Company most recently amended the Ball Offer Letter on February 22, 2021 to increase her base salary to $430,000 and change her title to include Chief Administrative Officer. Her base salary is reviewed for increase on an annual basis by the Board or the Compensation Committee. For Fiscal 2022, her base salary was increased to $500,000. For each calendar year during the term, Ms. Ball is eligible to participate in the Company’s annual bonus plan with a target bonus of 75% of her base salary, based on achieving performance goals to be established by the Compensation Committee. In addition, for each calendar year during the term, Ms. Ball is eligible to participate in the Company’s long-term incentive plan and receive target awards valued at 100% of her base salary, increased to 115% of her base salary for Fiscal 2022 and Fiscal 2023. Such awards are based upon terms and conditions determined by the Compensation Committee. Ms. Ball is also eligible to participate in all other benefit plans and fringe benefit arrangements available to the Company’s senior executives.
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If Ms. Ball’s employment is terminated by the Company without cause (as defined in the Ball Offer Letter) or if Ms. Ball terminates her employment for good reason (as defined in the Ball Offer Letter) she will be entitled to the following payments and benefits: (i) any unpaid base salary through the date of termination; (ii) reimbursement for unreimbursed business expenses incurred through the termination date; (iii) payment of unused vacation and sick time, in accordance with the Company’s policy; (iv) all other benefits under any applicable compensation arrangement or benefit, equity, or fringe benefit plan, program, or grant, pursuant to the terms and conditions of such plans; and (v) continued payments of base salary in effect at the time of termination in accordance with the Company’s regular payroll practices for a period of twelve months following the date of termination.
Ms. Ball is entitled to participate in the Company’s Executive Severance Plan; provided, however, that if she is or becomes eligible to receive severance benefits under such plan, she will cease to be eligible for severance payments under the Ball Offer Letter described above and the Company’s sole obligation will be to pay her the amounts and benefits provided in the Executive Severance Plan, subject to the terms and conditions thereof.
During Ms. Ball’s employment and for a period of one year thereafter, she may not, among other things, compete with the Company in any jurisdiction in which the Company’s business is conducted nor may she intentionally interfere with the Company’s relationship with any of its suppliers, customers, or employees.
Mr. Krug, Group President
Mr. Krug joined the Company as Vice President, Advanced Practice pursuant to the terms and conditions of an offer letter entered into on March 24, 2017 (the “Krug Offer Letter”). The Company most recently amended the Krug Offer Letter on April 1, 2022, when Mr. Krug was promoted to Group President, with an increase of his annual base salary to $430,000, which is subject to annual review by the Compensation Committee. For Fiscal 2023, the Board increased Mr. Krug’s base salary to $450,000 to align more closely with 50th percentile market values. For Fiscal 2023, Mr. Krug’s target bonus was increased to 100% of his base salary, based on achieving performance goals to be established by the Compensation Committee. In addition, for Fiscal 2023, Mr. Krug’s target long-term incentive award opportunity was increased to 85% of his base salary. Such awards will be upon terms and conditions determined by the Compensation Committee. Mr. Krug is also eligible to participate in all other benefit plans and fringe benefit arrangements available to the Company’s senior executives.
Mr. Krug is entitled to participate in the Company’s Executive Severance Plan. During Mr. Krug’s employment and for a period of one year thereafter, he may not, among other things, compete with the Company in any jurisdiction in which the Company’s business is conducted nor may he intentionally interfere with the Company’s relationship with any of its suppliers, customers, or employees.
Mr. White, Chief Commercial Officer
On February 14, 2024, the Company entered into a separation agreement (the “Agreement”) with Mr. White. As part of the Company’s commitment to growth and efficiency, the Company restructured the organization and Mr. White’s position was eliminated. Mr. White continued to be employed through March 31, 2024 (the “Effective Date”) and assisted with the realignment and transition of certain responsibilities pursuant to the Company’s restructuring strategy. The Agreement provides for continued payment of Mr. White’s base salary for a period of six months following the Effective Date. Refer to the section below, “Potential Payments Upon Termination or Change in Control,” for additional information regarding Mr. White’s departure from the Company.
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Severance & Change of Control Arrangements
We maintain an Executive Severance Plan pursuant to which, subject to executing a release, each NEO is entitled to receive certain severance payments and benefits if, within 90 days prior to, or within 18 months after, a “Change of Control” (as defined in the Executive Severance Plan) of the Company, such NEO is terminated without cause or incurs an “involuntary termination” (i.e., a resignation for good reason). The Executive Severance Plan provides for a “double-trigger” policy, which means that (1) the “Change of Control” must occur and (2) the NEO must be terminated without Cause (as defined in the Executive Severance Plan) or the NEO terminates for “Good Reason” (as defined in the Executive Severance Plan).
Under the Executive Severance Plan, as of December 31, 2023, Messrs. Martins and Burns, and Ms. Ball are entitled to receive continued base salary for a period of two years following termination, plus two times the amount of their applicable target bonus for the year in which a Change of Control occurs; and Messrs. White and Krug are entitled to receive continued base salary for a period of one year following termination, plus one times the amount of their applicable target bonus of the year in which a Change of Control occurs. In addition, during such two or one year period, as applicable, we would continue to make group health, life, or other similar insurance plans available to such NEO and his or her dependents pursuant to the terms of our Executive Severance Plan, and we would pay for such coverage to the extent we paid for such coverage prior to the termination of employment. The severance benefits payable under the Executive Severance Plan are subject to the execution of a release and subject to reduction to avoid any excise tax on “parachute payments” if the NEO would benefit from such reduction as compared to paying the excise tax.
Under our general severance pay policy for all of our eligible employees, if an NEO (other than Messrs. Martins and Burns and Ms. Ball, whose arrangements are included in their respective employment agreements or offer letters) is terminated without Cause (as defined in our general severance pay policy) other than in connection with a Change of Control (as defined in the Executive Severance Plan), the NEO, subject to executing a release, would be entitled to one week’s base salary for each full year of continuous service with us.
Anti-Hedging Policy
Pursuant to our Securities Compliance Policy and Securities Disclosure Compliance Agreement for Employees and Non-Employee Directors, our NEOs, directors, and employees may not buy or sell or participate in puts, calls, transferable options, or other speculative rights and obligations with respect to equity securities of the Company. In addition, our NEOs, directors, and employees may not make a “short sale” (i.e., the sale of securities that they do not own at the time of the sale or that will not be delivered for more than 20 days).
Stock Ownership Guidelines
Under our stock ownership guidelines, our Chief Executive Officer must hold shares of Common Stock equal to three times the CEO’s base salary, to be accumulated over three years, and the Company’s other senior executives, including the other NEOs, must hold shares of Common Stock equal to one times such NEO’s base salary, to be accumulated over three years. Both unvested and fully vested RSAs and fully vested PSAs, as well as directly- and indirectly-held shares, count towards this ownership requirement. As of April 1, 2024, all currently-employed NEOs are either in compliance with our stock ownership guideline, or on track to gain compliance within such NEO’s respective three-year grace period
Impact of Accounting and Tax Matters
As a general matter, the Compensation Committee reviews and considers the various tax and accounting implications of the compensation vehicles that we utilize. With respect to accounting matters, the Compensation Committee examines the accounting cost associated with equity compensation in light of ASC Topic 718.
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With respect to tax matters, the Compensation Committee considers the impact of Section 162(m) of the Code. Section 162(m) limits the income tax deduction by the Company for compensation paid to certain executive officers to $1 million per year. As a result of amendments to Section 162(m) as part of the Tax Cuts and Jobs Acts of 2017, the Company is generally no longer able to take a deduction for any compensation paid to its current or former NEOs in excess of $1 million.
​Compensation Recoupment Policy
In August 2023, the Company adopted the Compensation Recoupment Policy for executive officers (the “Recoupment Policy”), effective as of December 1, 2023, to comply with final rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), requirements of the SEC, and listing rules of the Nasdaq Stock Market. The Recoupment Policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement and also provides the Compensation Committee with discretion to recoup in the event of fraud or misconduct. The Recoupment Policy further strengthens the Company’s risk mitigation program (as discussed below) by defining the economic consequences that misconduct has on the executive officer’s incentive-based compensation. The Recoupment Policy is in addition to any other requirements that might be imposed pursuant to applicable law.
Compensation Risk Management
Our Compensation Committee has specifically reviewed and, in consultation with Pearl Meyer, considered whether our executive compensation programs and policies create risks that are reasonably likely to have a material adverse effect on us. To avoid such risks, we design our programs in a balanced and diversified manner while also creating significant, yet appropriate, incentives for strong performance based on our business and strategic plan. In most cases, each component of our performance-based compensation program is subject to a limit on the amount paid. We believe that our compensation programs reflect a balance of short-term, long-term, fixed and performance-based compensation in order to not encourage excessive risk-taking. A significant portion of our compensation program includes performance-based compensation. We believe that this design ensures that our NEOs and other employees focus on the health of our business that will deliver stockholder value over time and discourages excess risk-taking by our NEOs and other employees. Our Recoupment Policy, anti-hedging policy, and stock ownership requirements also help to manage potential risks and promote alignment with stockholder interests. Accordingly, there were no material adjustments made to our compensation policies and practices during Fiscal 2023. We will continue to monitor our compensation policies and practices to determine whether our risk management objectives are being met with respect to incentivizing the Company’s employees.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement.
THE COMPENSATION COMMITTEE
Mark Perlberg, JD, Chairperson
W. Larry Cash, Member
Gale Fitzgerald, 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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SUMMARY COMPENSATION TABLE
The following table provides a summary of the compensation received by our NEOs for the fiscal years ended December 31, 2023, 2022, and 2021.
Name and Principal
Position
Year
Salary
($)
Stock
Awards
($)(1)
Non-Equity
Incentive
Plan
Compensation
($)
All Other
Compensation
($)
Total
($)
John A. Martins
President and Chief Executive Officer
2023
869,231
2,406,275
236,250
3,511,756
2022
646,712
1,450,026
1,189,000
3,285,738
2021
396,923
322,517
528,900
40,606
1,288,946
William J. Burns EVP,
Chief Financial Officer
2023
550,000
825,036
126,225
1,501,261
2022
548,077
825,020
766,700
2,139,797
2021
525,000
656,262
645,750
1,827,012
Susan E. Ball, EVP,
Chief Administrative Officer, General Counsel and Secretary
2023
500,000
575,008
101,250
1,176,258
2022
495,129
575,035
615,000
1,685,164
2021
428,462
430,006
528,900
1,387,368
Marc Krug
Group President
2023
449,231
382,520
121,500
953,251
2022
408,872
322,536
528,900
1,260,308
2021
n/a
n/a
n/a
n/a
n/a
Daniel J. White
Chief Commercial Officer
2023
450,000
382,520
72,000
904,520
2022
327,115
382,535
547,940
1,257.590
2021
n/a
n/a
n/a
n/a
n/a
(1)
Amounts in this column reflect the aggregate grant date fair value of awards of RSAs and PSAs granted under our 2020 Omnibus Incentive Plan and computed in accordance with ASC Topic 718 using the assumptions described in Note 14 of the notes to our consolidated financial statements contained in our 2023 Annual Report on Form 10-K filed on February 22, 2024. The aggregate grant date fair value per share of stock awards granted on March 31, 2023 was $22.32. The grant date fair value of the PSAs is based on the probable outcome of the performance conditions as of the grant date. The fair value of awards at the maximum level of achievement for the 2023 PSAs was as follows: Mr. Martins, $3,308,628; Mr. Burns, $1,134,436; Ms. Ball, $790,641; and Mr. Krug, $525,971. Mr. White, who departed the Company on March 31, 2024 due to a restructuring and elimination of his position, was only eligible to receive the first traunch of his Fiscal 2023 RSAs (2,857 shares with a value of $63,765) as long-term incentive compensation. Further information regarding the Fiscal 2023 awards is included in the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at 2023 Year-End” tables in this Proxy Statement.
58

TABLE OF CONTENTS

GRANTS OF PLAN-BASED AWARDS
The following table summarizes equity and non-equity incentive plan awards granted to our NEOs during Fiscal 2023.
Name
Grant
Date
Committee
Action
Date
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
All Other
Stock
Awards:
Number
Of
Shares
Of
Stock Or
Units
(#)(3)
Grant
Date
Fair Value
of Stock
Awards
($)(4)



Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
John A. Martins
3/31/23
3/06/23
175,000
875,000
1,575,000
3/31/23
3/06/23
13,476
53,904
94,332
1,203,137
3/31/23
3/06/23
53,904
1,203,137
William J. Burns
3/31/23
3/06/23
93,500
467,500
841,500
3/31/23
3/06/23
4,621
18,482
32,344
412,518
3/31/23
3/06/23