Gale Fitzgerald
CROSS COUNTRY HEALTHCAREAbout Gale Fitzgerald
Gale Fitzgerald, 74, is an independent director of Cross Country Healthcare, Inc. (CCRN), serving since 2007. She is the retired Principal of TranSpend, Inc., with prior leadership roles including Chair/CEO of Computer Task Group and board service at Diebold Nixdorf. Education: MA, Augustine Institute; BA, Connecticut College. Director-relevant skills include strategic planning, risk mitigation, supply chain optimization, and governance experience at a multinational IT staffing company and Diebold Nixdorf .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TranSpend, Inc. | Founder and Principal | 2003–2022 | Strategic consulting focused on process and supply chain |
| Diebold Nixdorf, Inc. (NYSE: DBD) | Director | 1999–2019 | Governance experience on a public company board |
| QP Group, Inc. | President | 1994–2000 | Strategic consulting leadership |
| Computer Task Group, Inc. | Chair and Chief Executive Officer | 1991–2000 | Led a publicly traded, multinational IT staffing company |
| IBM | Vice President, Professional Services; various roles | 1973–1991 | Technical, marketing, and management experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Beth Israel Deaconess Hospital | Board of Trustees | Current (as of FY2024 disclosure) | CCRN provided $4,327,062 in services to Beth Israel in FY2024; transaction approved by Audit Committee |
Board Governance
- Independence: The Board determined Fitzgerald is independent under Nasdaq rules in 2024 and 2025 .
- Committees and Chair Roles (2024 activity):
- Governance and Nominating Committee: Chair; 4 meetings in 2024 .
- Compensation Committee: Member; 4 meetings in 2024 .
- Board and committee attendance: In FY2024, the Board held 11 meetings; six of eight directors attended 100% and two attended 90% of Board meetings; each member attended at least 90% of their committee meetings. Independent directors meet in executive session at each Board meeting .
- Lead Independent Director: W. Larry Cash .
- Risk oversight: Audit oversees cybersecurity and climate risks; Compensation oversees human capital and retention; Governance oversees board structure and succession .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $75,000 | Paid quarterly; applies to independent directors |
| Committee Chair Fees – Audit | $25,000 | Chair only |
| Committee Chair Fees – Compensation | $15,000 | Chair only |
| Committee Chair Fees – Governance & Nominating | $12,250 | Chair only |
| Lead Independent Director Service | $25,000 | For Lead Director |
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 (Fitzgerald) | 87,252 | 150,000 | 237,252 |
| 2024 (Fitzgerald) | 87,252 | 150,000 | 237,252 |
- Program design: No meeting fees; non-chair committee members do not receive additional cash fees .
Performance Compensation
- Structure: Annual grant of time-based restricted stock; one-year vesting aligned to the Board term; no performance conditions for director equity awards .
- Ownership guidelines: Directors must hold stock equal to 3x the $75,000 retainer; five-year accumulation period; all current directors are in compliance or on track as of Oct 14, 2025 .
| Equity Grant Details | 2023 | 2024 |
|---|---|---|
| Grant Date | June 1, 2023 | June 1, 2024 |
| Grant Value | ~$150,000 | ~$150,000 |
| Fair Value per Share | $25.81 | $15.12 |
| Shares Granted (Fitzgerald) | 5,812 | 9,921 |
| Vesting | 1-year | 1-year |
Note: Director equity is time-based RSUs/restricted stock; no PSU or option awards are disclosed for directors .
Other Directorships & Interlocks
| Company/Institution | Relationship | Overlap/Transaction | Governance Consideration |
|---|---|---|---|
| Beth Israel Deaconess Hospital | Trustee (Fitzgerald) | CCRN services provided: $4,327,062 in FY2024; approved by Audit Committee | Related party; approved under $0-threshold policy; ongoing Audit Committee review mitigates conflict risk |
| Diebold Nixdorf, Inc. | Former Director (1999–2019) | None with CCRN disclosed | No current interlock |
Expertise & Qualifications
- Strategic planning and risk mitigation; supply chain optimization; governance on public company boards; leadership of multinational IT staffing organization .
Equity Ownership
| As of Date | Shares Beneficially Owned (Fitzgerald) | % of Outstanding | Notes |
|---|---|---|---|
| March 18, 2024 | 165,648 | <1% | Determined under Rule 13d-3; includes shares exercisable within 60 days |
| October 14, 2025 | 175,569 | <1% (based on 32,759,952 shares) | Address for directors: CCRN HQ in Boca Raton, FL |
| Unvested Restricted Shares Outstanding | 2023 | 2024 |
|---|---|---|
| Fitzgerald | 5,812 | 9,921 |
- Anti-hedging/pledging: Company policy allows recoupment of equity/cash incentives for qualifying restatements and prohibits hedging and pledging; stock ownership guidelines apply to executives and directors (directors: 3x retainer) .
Governance Assessment
-
Strengths:
- Long tenure with deep operating and governance experience; independent status affirmed by Board .
- Active committee leadership as Chair of Governance & Nominating; Compensation Committee member; strong attendance culture with independent director executive sessions every Board meeting .
- Prudent director pay structure with modest cash retainer and simple, time-based equity; consistent year-over-year design and independent compensation consultant (Pearl Meyer) .
-
Potential Risks / RED FLAGS:
- Related party transaction due to Fitzgerald’s role at Beth Israel Deaconess Hospital (CCRN services of $4,327,062 in FY2024). Although subject to a stringent $0-threshold disclosure policy and Audit Committee pre-approval, the magnitude warrants ongoing monitoring for influence or perceived conflicts .
- No individual attendance disclosure; only aggregate Board/committee attendance (minimum 90%); investors may seek direct director-level attendance detail for tighter accountability .
-
Alignment Signals:
- Compliance/on-track status with director stock ownership guidelines; increased unvested restricted share holdings year-over-year supports alignment .
- Clear committee mandates and use of independent advisors; ongoing risk oversight delineated across committees .