Colin McDonald
CROSS COUNTRY HEALTHCAREAbout Colin McDonald
Colin P. McDonald (age 57) is Chief Human Resources Officer (CHRO) of Cross Country Healthcare (CCRN). He joined the company in 2014, served as VP, Human Resources & Labor Relations (2014–2020) and SVP, Human Resources (2020–2022), and became CHRO in January 2022; he holds an MS from Mercy College and a BA from SUNY New Paltz . Company performance context during his senior HR tenure includes FY2024 revenue “above $1.3 billion,” Adjusted EBITDA of $49.1 million, strong cash flow of $120.1 million, and share repurchases of 2.4 million for $36.8 million; TSR since a 12/31/2019 base measured $156.28 as of 2024; the company expects its merger with Aya Healthcare to close in 4Q 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cross Country Healthcare | CHRO | 2022–Present | Senior HR leadership during ERP Phase I, tech rollout (Intellify SOC2), and cost discipline; supported human capital programs highlighted by the company (flexible work, wellness, training) . |
| Cross Country Healthcare | SVP, Human Resources | 2020–2022 | Led HR through post‑pandemic normalization and scaling; promotion to CHRO Jan 2022 . |
| Cross Country Healthcare | VP, Human Resources & Labor Relations | 2014–2020 | Built HR and labor relations capabilities during growth period . |
| Carnival Cruise Lines; RandCol Staffing; Citrix | Various HR roles | Prior to 2014 | Pre‑CCRN HR experience across travel/tech/staffing sectors . |
External Roles
- No external directorships or public-company board roles disclosed in recent CCRN proxy statements for McDonald .
Fixed Compensation
- Not individually disclosed for McDonald in CCRN’s proxy statements; named executive officer (NEO) compensation is disclosed, but CHRO is not an NEO in FY2024 .
Performance Compensation
Annual Cash Incentive design (company framework; specific CHRO payout not disclosed):
| Component | Metric | Weighting | Threshold/Target/Max | Payout mechanics |
|---|---|---|---|---|
| Objective Bonus | Company Annual Revenue | 20% of objective portion (overall objective portion is 80% of target award) | 90% / 100% / 105% of target | 20% / 100% / 200% of target component; linear interpolation . |
| Objective Bonus | Company Annual Adjusted EBITDA (non‑GAAP) | 60% of objective portion | 80% / 100% / 120% of target | 20% / 100% / 200% of target component; linear interpolation . |
| Subjective Bonus | Individual objectives | 20% of total target award | n/a | 0–100% (above 100% at Committee’s discretion) . |
FY2024 outcome context (for NEOs; CHRO not disclosed):
- Company did not meet Adjusted EBITDA thresholds but slightly exceeded revenue threshold; NEOs earned 29.0% of the revenue component and 119.5% on subjective goals, for total 29.7% of target annual incentive on average .
- Mid‑year 2024, the Committee added a one‑time element allowing up to 65% realization tied to Adjusted EBITDA (threshold $50M, goal $60M) due to challenging conditions; the company still missed those thresholds .
Long‑Term Incentive (LTI) design (program terms; individual CHRO grant not disclosed):
| Award type | Grant timing | Vesting / Performance | Metrics and payout curve |
|---|---|---|---|
| RSAs (time‑based) | Typically March 31 | 33.33% annually over 3 years, continued employment required | Time‑based vesting only . |
| PSAs (performance‑based) | Typically March 31 | 3‑year performance period; earned shares vest at period end | 3‑yr cumulative Adjusted EBITDA (75%) and 3‑yr cumulative Adjusted EPS (25%): Threshold 25%, Target 100%, Max 175% of target shares . |
Merger vesting provisions (company‑wide awards):
- Upon closing of the Aya merger, outstanding RSAs granted on/before March 28, 2025 will vest in full; 2023 and 2024 PSAs will be deemed vested at 50% of target, contingent on closing; RSAs granted after March 28, 2025 will be forfeited; no new grants in 2025 to date .
Equity Ownership & Alignment
| Topic | Disclosure |
|---|---|
| Stock ownership guidelines | Policy calls for CEO 3x base salary; company also communicates 1x base salary for other senior executives to be accumulated over three years; detailed section specifies CEO 3x and other NEOs 1x (three years to comply). McDonald’s individual compliance not disclosed . |
| Hedging/pledging | “No pledging and no hedging” permitted for executives and directors; anti‑hedging policy in Securities Compliance/Insider Trading Policy . |
| Clawback (recoupment) | Dodd‑Frank compliant Recoupment Policy effective Dec 1, 2023; 2024 review found no erroneously awarded incentive comp after immaterial restatement adjustments . |
| Beneficial ownership | Not individually reported for McDonald; beneficial ownership table covers directors and NEOs . |
| Trading windows | Insider Trading Policy governs trading; filed as Exhibit 19.1 to the FY2024 10‑K . |
| Potential selling pressure (merger) | If he holds RSAs/PSAs, merger‑driven vesting could increase saleable shares at closing (subject to trading windows/agreements), a short‑term overhang consideration . |
Employment Terms
- CCRN discloses specific employment terms and severance/CoC economics for CEO, CFO, CAO/GC, Group President, and CIO; McDonald’s (CHRO) employment agreement/severance terms are not disclosed in the proxy .
- Company‑wide governance context: Executive Severance Plan provides double‑trigger CoC protection for NEOs (cash multiples and benefit continuation), with no 280G excise tax gross‑ups; non‑compete durations vary by executive (e.g., CEO 2 years; CAO/GC, Group President, CIO 1 year), illustrating policy patterns though CHRO coverage is not specified .
Additional Company Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (index, $100 start 12/31/2019) | 77.06 | 240.83 | 230.84 | 196.70 | 156.28 |
| Peer Index TSR (Dow Jones US Business Training & Employment Agencies) | 105.21 | 142.34 | 97.12 | 95.97 | 91.71 |
| Net Income ($) | (12,961,764) | 132,002,036 | 188,460,809 | 72,630,799 | (14,556,062) |
| Adjusted EBITDA ($) | 36,321,949 | 162,053,021 | 301,716,323 | 144,420,693 | 49,073,400 |
Other FY2024 highlights: revenue above $1.3B; Adjusted EBITDA margin 3.7%; strong cash flow $120.1M; 2.4M shares repurchased; ERP Phase I completed; Intellify SOC2 Type 2; pending Aya merger approved by stockholders .
Compensation Governance and Peer Benchmarking
- Say‑on‑Pay support: 95.3% approval at 2024 AGM for 2023 NEO compensation .
- Peer group used for benchmarking: Addus HomeCare, Amedisys, AMN Healthcare, Heidrick & Struggles, Kelly Services, Kforce, Korn Ferry, National Healthcare, Paycom, Pediatrix, R1 RCM, ZipRecruiter .
- Compensation risk and policies: majority incentive‑based/at‑risk; no option repricing; no 280G excise tax gross‑ups; limited perquisites; clawback; anti‑hedging; stock ownership guidelines; Compensation Committee oversight (Chair: W. Larry Cash) .
Investment Implications
- Pay‑for‑performance levers: Executive annual incentives key off Revenue and Adjusted EBITDA with capped leverage; FY2024 underperformance on EBITDA led to materially below‑target payouts (29.7% for NEOs), signaling disciplined incentive alignment through the cycle; CHRO payout not disclosed but likely influenced by the same framework .
- Retention and supply/demand risk: Merger‑driven accelerated vesting of RSAs and partial vesting of 2023/2024 PSAs at 50% at closing could reduce unvested overhang but create near‑term selling pressure and a need for post‑close retention constructs for key operators like the CHRO; absence of specific CHRO employment/severance disclosure increases uncertainty on retention economics .
- Alignment safeguards: No hedging/pledging, stock ownership requirements, and a Dodd‑Frank‑compliant clawback bolster alignment and reduce governance red flags; strong 2024 Say‑on‑Pay support (95.3%) indicates investor acceptance of the program design .
- Execution footprint: Company highlights extensive human capital programs (flexible work, wellness, training) and technology enablement (Intellify, ERP) as foundations for efficiency and resilience—areas central to the CHRO mandate during integration and potential re‑acceleration cycles post‑merger .
Data limitations: McDonald is not an NEO in FY2024; therefore, his individual salary, bonus, equity grants, ownership totals, and severance terms are not disclosed in proxies. Conclusions above rely on company‑level disclosures and program designs explicitly cited.