Dwayne Allen
CROSS COUNTRY HEALTHCAREAbout Dwayne Allen
Dwayne Allen (age 64) is an independent director of Cross Country Healthcare and has served on the Board since 2023; he is currently Chief Technology Officer at Unisys Corporation (2021–present). He holds an MBA from George Washington University and a BA from the University of Virginia, and brings over 25 years of leadership experience in IT platforms, digital strategy, analytics, and big data. The Board has formally determined that he is independent under Nasdaq rules and appointed him to the Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unisys Corporation | Chief Technology Officer | 2021–Present | Enterprise-scale IT, cybersecurity, AI risk expertise aligned with Board’s identified needs |
| Microsoft Corp. | Global Digital Strategist | 2019–2021 | Cloud/digital strategy background |
| Masonite International | Vice President & Chief Information Officer | 2017–2019 | Digital transformation, operational IT |
| Cummins, Inc. | CIO, Components; Executive Director, Global Apps Dev & Support | 2011–2017; 2009–2011 | Enterprise IT leadership |
| Fifth Third Bank | Vice President, Information Technology | 2003–2009 | Financial services technology leadership |
| Wells Fargo & Company, Inc. | Various, including VP & Division CIO, Corporate Services Technology | 2001–2003 | Large-bank IT operations |
| Marriott International | IT Director, Strategy & Planning | 1996–1998 | Hospitality IT strategy |
External Roles
| Organization | Role | Public Company Directorship? | Notes |
|---|---|---|---|
| Unisys Corporation | Chief Technology Officer | Not disclosed as a director | Current executive position; CCRN proxy does not disclose other public company board seats for Allen |
Board Governance
- Independence: The Board determined Allen is independent, with no material relationship with the Company. A majority of the Board and all committee members (Audit, Compensation, Governance/Nominating) are independent.
- Committee assignments: Member, Audit Committee (12 meetings in 2024). He is designated as having the Nasdaq-required “financial sophistication” (♦) but is not the committee chair and not designated the SEC “Audit Committee Financial Expert.”
- Audit Committee report: Allen is listed as a member alongside Chair Venkat Bhamidipati, W. Larry Cash, and Janice Nevin.
- Attendance and engagement: In 2024 the Board met 11 times; six of eight directors attended 100% of Board meetings and two attended 90%. Each member attended at least 90% of the meetings of committees on which they served. Independent directors meet in executive session at each Board meeting; all then-serving directors attended the 2024 annual meeting.
- Risk oversight: The Audit Committee oversees financial reporting, internal controls, independence of the auditor, disclosure controls, and risk management for cybersecurity, environmental and climate risks; these topics align with Allen’s IT/cyber expertise.
- Lead Independent Director: W. Larry Cash serves as Lead Director, reinforcing independent oversight.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 87,500 | Includes standard director cash retainer; no meeting fees for non-chair committee service |
| 2024 | 75,000 | Standard Board cash retainer; no additional fees for non-chair committee membership |
Program features (applies to non-employee directors):
- Board cash retainer: $75,000; Chair/Lead/Committee chair adders are paid only if applicable; no payments for non-chair committee membership in 2024.
- Compensation consultant: Pearl Meyer reviewed director pay in 2024; deemed independent; no other services provided.
Performance Compensation
| Grant Date | Award Type | Shares | Fair Value/Share ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Jan 3, 2023 | Restricted Stock (pro-rated on joining) | 1,916 | 27.19 | ~50,000 | Vests on 1st anniversary |
| Jun 1, 2023 | Restricted Stock (annual) | 5,812 | 25.81 | ~150,000 | Vests on 1st anniversary |
| Jun 1, 2024 | Restricted Stock (annual) | 9,921 | 15.12 | ~150,000 | Vests on 1st anniversary |
Additional structural points:
- No stock options: Company does not currently grant options or similar option-like awards; no option repricing.
- Director equity ownership guideline: 3x annual cash retainer, to be accumulated within five years; all current directors are in compliance or on track as of Oct 14, 2025.
Other Directorships & Interlocks
| Entity | Relationship to CCRN | Nature of Transaction/Interlock | Notes |
|---|---|---|---|
| None disclosed for Dwayne Allen | — | — | CCRN discloses related-party transactions at a $0 threshold; none involved Allen in 2024. |
Expertise & Qualifications
- Over 25 years building IT platforms and advancing digital strategy across industries; analytic/big data expertise to reduce friction and increase efficiencies.
- Board added Allen in 2023 to address enterprise IT, cybersecurity, and artificial intelligence risk oversight identified in 2022 refreshment planning.
- Educational credentials: MBA (George Washington University); BA (University of Virginia).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes (as of Oct 14, 2025) |
|---|---|---|---|
| Dwayne Allen | 12,609 | <1% (denoted “*”) | Footnote (g): includes 0 shares of Restricted Stock |
Policy alignment:
- Director ownership guideline: 3x retainer within five years; all directors in compliance or on track as of Oct 14, 2025.
- Anti-hedging and no pledging: Policy prohibits hedging; the Company states “No pledging and no hedging.”
- Insider trading policy applies to directors and is filed as an exhibit to the 2024 10-K.
Governance Assessment
- Board effectiveness: Allen’s cyber/AI and enterprise IT background directly supports Audit Committee risk oversight (cybersecurity, data protection, environmental/climate risk), strengthening board competence in technology and risk.
- Independence and engagement: Independent under Nasdaq rules; served on the Audit Committee; attended at least 90% of Board and committee meetings by policy disclosure, with strong overall Board attendance and executive sessions of independent directors at each meeting.
- Pay structure and alignment: Standard, market-validated director pay with a balanced cash/equity mix; equity grants are time-based RS with one-year vesting and significant ownership guidelines that encourage “skin in the game.” No meeting fees for non-chair roles, no options, and no repricing.
- Conflicts and related-party exposure: Company discloses all related-party transactions at a $0 threshold; none involved Allen in 2024—reducing conflict risk.
- Risk indicators and policies: Anti-hedging/no pledging policies, independent compensation consultant, and robust Audit Committee remit are supportive of shareholder-aligned governance.
RED FLAGS: None identified for Dwayne Allen in the latest proxy—no related-party transactions, no pledging/hedging, and strong committee alignment with his expertise.