CROSS COUNTRY HEALTHCARE INC (CCRN)
Sector: Health Care
2026 Annual Meeting Analysis
CROSS COUNTRY HEALTHCARE INC · Meeting: May 11, 2026
Directors FOR
0
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Six Director Nominees to Serve for a One-Year Term
Against Analysis
Mr. Clark has served on the board since 2019, meaning his tenure fully overlaps the period during which CCRN's stock fell about 61% while the IHF (iShares U.S. Healthcare Providers ETF) fell only about 15% — a gap of 46 percentage points, well above the 30-point threshold that triggers a vote against under our policy for companies with negative absolute returns; the 5-year return of -23.6% also reflects sustained underperformance and does not provide a mitigating longer-term track record.
Mr. Allen joined the board in 2023, which is more than 24 months before this meeting, so the new-director exemption does not apply; CCRN's stock has fallen about 61% over three years while the IHF (iShares U.S. Healthcare Providers ETF) fell only about 15%, a 46-point gap exceeding the policy trigger, and his tenure covers a meaningful portion of that underperformance period.
Mr. Bhamidipati has served since 2022, so his tenure fully overlaps the three-year underperformance window; CCRN's stock declined about 61% versus a roughly 15% decline in the IHF (iShares U.S. Healthcare Providers ETF), a 46-point gap that clearly exceeds the 30-point policy trigger for companies with negative absolute stock returns.
Mr. Cash has been a director since 2001, so he bears full accountability for the three-year period during which CCRN's stock fell roughly 61% while the IHF (iShares U.S. Healthcare Providers ETF) fell only about 15% — a 46-point gap well above the 30-point trigger; the 5-year return of -23.6% does not suggest a recovery in the longer-term track record that would warrant downgrading this vote to FOR.
Ms. Fitzgerald has served since 2007, giving her full accountability for the three-year underperformance period; CCRN's stock lost about 61% over three years while the IHF (iShares U.S. Healthcare Providers ETF) lost only about 15%, a 46-point gap that triggers a vote against under our policy.
Dr. Nevin joined in 2020, so her tenure fully overlaps the three-year window in which CCRN's stock fell about 61% compared to a roughly 15% decline in the IHF (iShares U.S. Healthcare Providers ETF), a 46-point gap that exceeds the 30-point threshold for negative-return companies under our policy.
For Analysis
All six director nominees are recommended AGAINST because CCRN's stock has declined approximately 61% over the past three years while the IHF (iShares U.S. Healthcare Providers ETF) — the benchmark required by our policy for this company — declined only about 15%, creating a 46-percentage-point gap that exceeds the 30-point threshold for companies with negative absolute three-year returns. No director qualifies for the new-director (24-month) exemption, and the five-year return of -23.6% does not provide a mitigating longer-term record of adequate performance. The company also disclosed related-party transactions involving the CEO's son-in-law as an employee and a company connected to the CEO receiving $478,000 in payments, which are additional governance concerns supporting the against votes.
Say on Pay
✓ FORCEO
Kevin C. Clark
Total Comp
$2,355,403
Prior Support
98.7%%
CEO Kevin C. Clark's total reported compensation of $2,355,403 is modest relative to benchmarks for a CEO at a healthcare services company with approximately $1.1 billion in revenue, and the pay structure is heavily weighted toward at-risk equity and performance-based awards (roughly 92% of total compensation), which aligns with good pay-for-performance design. Critically, the annual cash incentive paid out at only 0–20% of target because the company missed its financial thresholds, and the performance-based stock awards for the three-year period ending 2025 paid out at zero due to below-threshold results — meaning the incentive plan actually worked as intended by delivering reduced pay during a period of poor performance. Prior say-on-pay support was 98.7%, there are no concerns about pay mix, and the company maintains a meaningful clawback policy, so no policy triggers are tripped.
Auditor Ratification
✓ FORAuditor
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 below the 50% threshold that would raise independence concerns — and Deloitte & Touche is a Big 4 firm appropriate for a company of CCRN's size; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were noted.
Overall Assessment
The 2026 CCRN annual meeting presents four proposals; the most significant concern is severe stock price underperformance — CCRN's shares have fallen roughly 61% over three years while the IHF (iShares U.S. Healthcare Providers ETF) fell only about 15% — which triggers votes against all six director nominees under our policy. The say-on-pay vote earns support because the CEO's pay is modest, the incentive plan correctly paid out near zero during the period of underperformance, and prior shareholder support was 98.7%; the auditor ratification also passes cleanly given negligible non-audit fees and a Big 4 auditor.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing