Sector: Health Care
CROSS COUNTRY HEALTHCARE INC · Meeting: May 11, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Six Director Nominees to Serve for a One-Year Term
Against Analysis
Mr. Clark has served as a director since 2019, meaning his tenure fully covers the period during which the stock lost 58.5% while the IHF (iShares U.S. Healthcare Providers ETF) declined only 14.5% — a gap of 44 percentage points, well above the 20-percentage-point trigger threshold for companies with negative absolute returns; the 5-year record does not rescue this result, as the 5-year gap also exceeds the threshold, so the AGAINST vote stands.
Mr. Allen joined in 2023, so his tenure is more than 24 months and therefore not fully exempt from the TSR trigger; the stock has underperformed the IHF (iShares U.S. Healthcare Providers ETF) by 44 percentage points over three years against a 20-point threshold, and while his partial tenure is noted as mitigating context, the policy calls for flagging directors whose tenure covers less than half the underperformance period rather than an automatic pass — here his tenure covers a meaningful portion of the underperformance, warranting an AGAINST vote.
Mr. Bhamidipati has been a director since 2022, giving him a tenure that fully overlaps the three-year underperformance period; during that time the stock fell 58.5% while the IHF (iShares U.S. Healthcare Providers ETF) fell only 14.5%, a gap of 44 percentage points exceeding the 20-point trigger for companies with negative absolute returns, warranting an AGAINST vote.
Mr. Cash has been a director since 2001 and his tenure fully encompasses the three-year period during which the stock underperformed the IHF (iShares U.S. Healthcare Providers ETF) by 44 percentage points; the 5-year record provides no rescue as the long-term underperformance also exceeds the threshold, making this a case of sustained, not transient, underperformance.
Ms. Fitzgerald has served since 2007 and her long tenure fully overlaps the period during which the stock lost 58.5% against a 14.5% decline in the IHF (iShares U.S. Healthcare Providers ETF), a 44-percentage-point gap; the 5-year data confirms continued underperformance, so no mitigating adjustment applies.
Dr. Nevin has served since 2020 and her tenure fully covers the three-year period during which the stock underperformed the IHF (iShares U.S. Healthcare Providers ETF) by 44 percentage points; the 5-year record does not provide a mitigant as the underperformance persists over the longer horizon, and a related-party services relationship with her employer adds a minor additional governance flag.
For Analysis
All six director nominees trigger an AGAINST vote under the TSR underperformance policy: the stock lost 58.5% over three years while the IHF (iShares U.S. Healthcare Providers ETF) declined only 14.5%, a gap of 44 percentage points that exceeds the 20-point trigger applicable when absolute three-year returns are negative. The 5-year record (-24.2% vs. IHF) confirms that underperformance is sustained rather than transient, so the 5-year mitigant does not apply to any director. Mr. Allen joined in 2023 (more than 24 months ago) and his partial tenure is noted, but the policy requires flagging rather than exempting directors whose tenure covers a meaningful portion of the underperformance period.
CEO
Kevin C. Clark
Total Comp
$2,355,403
Prior Support
98.7%%
The CEO's total reported compensation of $2,355,403 — which includes a salary of only $18,269 (reflecting his appointment on December 14, 2025) plus a large equity award of $2,177,134 made in connection with his appointment — is within reasonable bounds for a CEO of a $310 million market cap healthcare staffing company, particularly given that the equity award was structured with multi-year vesting and meaningful performance conditions. The incentive structure shows genuine pay-for-performance discipline: the company paid out only 20% of target on annual bonuses due to missing financial thresholds, no performance stock awards were earned for the three-year cycle ending 2025, and the CEO did not participate in the 2025 bonus plan at all given his mid-December appointment. Prior year support was 98.7% and the program includes a clawback policy, anti-hedging rules, and stock ownership requirements, so no policy triggers are met.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,731,500
Non-Audit Fees
$1,895
Non-audit fees of $1,895 represent less than 1% of audit fees of $1,731,500, well within the 50% threshold; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; Deloitte is a Big 4 firm appropriate for a public company of this size; no material restatements are identified.
The 2026 Cross Country Healthcare annual meeting presents a challenging ballot: all six director nominees trigger an AGAINST vote due to sustained, severe underperformance versus the IHF (iShares U.S. Healthcare Providers ETF) benchmark — the stock has lost 58.5% over three years against a 14.5% benchmark decline, a 44-percentage-point gap that exceeds the policy threshold, and the 5-year record does not provide relief. The Say on Pay vote earns a FOR because the CEO's pay reflects his mid-December appointment, incentive payouts were well below target due to missed financial goals, and the compensation structure includes meaningful performance conditions and governance safeguards; the auditor ratification also earns a FOR given a near-zero non-audit fee ratio and the use of a Big 4 firm.
