James Redd
CROSS COUNTRY HEALTHCAREAbout James Redd
James V. Redd III is Chief Accounting Officer (CAO) at Cross Country Healthcare (CCRN). He joined the company in 2017 and was promoted to CAO effective November 14, 2022; he is 55 years old, holds an MBA from Florida Atlantic University and a Bachelor of Science from Randolph-Macon College, and is a Certified Public Accountant . Recent company operating context during his tenure includes fiscal 2024 revenue above $1.3 billion and Adjusted EBITDA of $49.1 million, alongside completion of Phase I of an ERP implementation, which are important backdrop performance indicators for incentive design and payout decisions .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cross Country Healthcare | Chief Accounting Officer | 2022–present | Executive officer overseeing accounting and reporting |
| Cross Country Healthcare | SVP, Corporate Controller | 2021–2022 | Corporate controllership |
| Cross Country Healthcare | VP, Assistant Corporate Controller | 2017–2021 | Assistant controllership |
| Vision Group Holdings | Assistant Controller | 2016–2017 | Controller functions |
| Tyco/ADT | Accounting, SOX Compliance and SEC Reporting | 2011–2016 | Internal controls and SEC reporting |
| Deloitte & Touche LLP | Audit and Assurance | 2005–2011 | External audit and assurance |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| None disclosed in CCRN filings reviewed | — | — | — |
Fixed Compensation
| Year | Role | Base salary ($) | Notes |
|---|---|---|---|
| 2023 | Chief Accounting Officer | 300,000 | Salary increased effective Jan 8, 2023 upon promotion to CAO; no other changes disclosed in that 8‑K |
No later base salary updates specific to Mr. Redd were disclosed in the documents reviewed.
Performance Compensation
Annual Cash Incentive Program (company program design and FY2024 outcomes for NEOs)
| Metric | Weighting (of total) | FY2024 target | FY2024 attainment/result | Payout for metric |
|---|---|---|---|---|
| Company Annual Revenue | 20% | $1.475B target; threshold at 90% of target | Slightly exceeded threshold ($1.33B threshold) | 29.0% of target for this component |
| Company Annual Adjusted EBITDA | 60% | $80M target; threshold generally at 80% (committee later added: minimum attainment $50M goal $60M) | Below minimum threshold (both original and one-time adjustment) | 0% of target for this component |
| Individual Objectives (Subjective) | 20% | Qualitative/quantitative | Committee assessed “met or exceeded” | 119.5% of this component |
| Total FY2024 AIP payout (NEOs) | 100% | — | — | 29.7% of total target |
Notes: The AIP framework and outcomes are disclosed for NEOs; disclosures do not specify Mr. Redd’s target bonus % or payout. They show CCRN’s pay-for-performance calibration and 2024 below-target payouts .
Long-Term Incentives (company design for FY2024 grants)
| Instrument | Weight | Performance metrics | Measurement period / vesting | Notes |
|---|---|---|---|---|
| Performance Stock Awards (PSAs) | 50% | 3-year cumulative Adjusted EBITDA (75%); 3-year cumulative Adjusted EPS (25%) | Performance period ending Dec 31, 2026; shares earned based on attainment | Standard PSA design per grants-of-plan-based awards |
| Restricted Stock Awards (RSAs) | 50% | Time-based | Vests over 3 years | Time-based retention equity |
Equity Ownership & Alignment
Unvested awards tied to the Aya merger (as of assumed closing Jan 3, 2025 at $18.61/share)
| Award type | Shares (#) | Value ($) |
|---|---|---|
| Restricted Stock Awards | 8,553 | 159,171 |
| Performance Stock Awards (target) | 6,815 | 126,827 |
Source: Merger proxy tables enumerating executive officers’ outstanding CCRN RSAs and PSAs and their pre-tax value at $18.61 per share .
Insider holdings and transactions (recent)
| Date (filed) | Transaction | Shares | Price ($) | Post-transaction direct holdings | Source |
|---|---|---|---|---|---|
| Nov 21, 2023 | Sale | 6,843 | 21.54 | 12,719 | SEC Form 4 XML: http://www.sec.gov/Archives/edgar/data/1955527/000106299323021255/xslF345X05/form4.xml |
| Mar 21, 2025 (txn date Mar 19, 2025) | Award (grant/acquisition of shares) | 2,395 | 0.00 | 20,836 | CCRN IR Form 4 PDF: https://ir.crosscountryhealthcare.com/static-files/d56560b7-eae9-40e1-b0b6-07b41f28fc9c |
| Apr 2, 2025 (txn date Mar 31, 2025) | Shares withheld for taxes upon vest | 2,037 | 14.89 | 18,799 | CCRN IR Form 4 PDF: https://ir.crosscountry.com/static-files/29ebe95d-e1a6-4f6e-a760-632fa25b0653 |
Implications: The annual March 31 vesting/tax-withholding event suggests a recurring spring unlock cadence that can create predictable supply from withholding and potential discretionary sales near vesting windows .
Alignment policies
- Stock ownership guidelines: CEO 3x salary; other senior executives (including NEOs) 1x salary; unvested and vested RSAs and fully vested PSAs count; as of Oct 14, 2025 all currently-employed NEOs in compliance or on track within their grace period .
- Hedging and pledging: Prohibited (no hedging and no pledging) .
- Clawback: Dodd-Frank compliant recoupment policy adopted in Aug 2023 (effective Dec 1, 2023) mandating recovery of erroneously awarded incentive-based comp and allowing discretionary recoupment for fraud/misconduct .
Employment Terms
| Provision | Detail | Source |
|---|---|---|
| CAO appointment | Promoted to CAO effective Nov 14, 2022; base salary increased to $300,000 (effective Jan 8, 2023); no other changes disclosed in connection with appointment; no related-party transactions disclosed | |
| Severance (company executive programs) | Executive Severance Plan provides double-trigger benefits: for certain NEOs, 2x salary + 2x target bonus and benefits for 2 years upon qualifying CoC termination; others 1x; general severance policy (non-CoC) provides 1 week of base salary per full year of service for eligible employees; subject to release; severance reduced if doing so avoids 280G excise tax and benefits executive | |
| CoC economics (Aya merger) | No excise tax gross-ups; company may implement 280G mitigation strategies but not a gross-up; merger materials show equity award values for executive officers (including Redd) at $18.61 per share assumption (see Equity table above) | |
| Anti-hedging/short sales | No hedging; no short sales, no speculative option transactions for employees and directors | |
| Pledging | Not permitted | |
| Clawback | Mandatory recoupment for restatements; discretionary recoupment for fraud/misconduct |
Performance Compensation (Detail by instrument)
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive – Revenue (NEO design) | 20% | $1.475B | Above threshold; metric paid 29.0% of target for this component | Annual cash; not an equity vest |
| Annual Cash Incentive – Adjusted EBITDA (NEO design) | 60% | $80M (later committee added one-time minimum $50M goal $60M range) | Below minimum; 0% paid | Annual cash |
| Annual Cash Incentive – Individual (NEO design) | 20% | Qualitative/quantitative | 119.5% of component | Annual cash |
| PSAs (FY2024 grant design) | 50% of LTI | 3-yr cum. Adj. EBITDA (75%), 3-yr cum. Adj. EPS (25%) | Earned post-3-year based on goals | 3-year performance; ends 12/31/2026 |
| RSAs (FY2024 grant design) | 50% of LTI | Time-based | N/A | 3-year time-based vesting |
Note: The AIP/PSA/ RSA structures are disclosed for CCRN senior executives/NEOs; Mr. Redd’s specific target bonus % and individual payout amounts are not separately disclosed in reviewed filings.
Investment Implications
- Alignment and policies: Prohibitions on hedging and pledging, a formal clawback, and stock ownership guidelines support alignment and reduce downside governance risk; however, Mr. Redd’s precise ownership multiple vs. guideline is not disclosed (NEO compliance is reported) .
- Vesting and selling pressure: The March 31 Form 4 tax-withholding event indicates a recurring spring vest, a potential seasonal supply overhang; a 2023 open-market sale (6,843 shares at $21.54) demonstrates willingness to sell when windows allow .
- Retention risk around M&A: Merger materials enumerate Mr. Redd’s outstanding RSAs/PSAs and their deal-value equivalents, signaling near-term liquidity upon closing and potential acceleration/settlement of equity; absence of individual cash severance detail suggests retention hinges on acquirer packages post-close; no 280G gross-ups lowers shareholder cost risk .
- Pay-for-performance calibration: FY2024 AIP funded at 29.7% of target for NEOs given sub-threshold EBITDA and just-above-threshold revenue, reinforcing downward sensitivity of cash bonuses to macro softness; LTI PSAs emphasize multi-year EBITDA/EPS, keeping accounting leadership incentivized on longer-term profitability and earnings quality .
Overall: Mr. Redd’s equity exposure (unvested RSAs/PSAs) and governance guardrails support alignment; watch March/April vest windows for flow, and the Aya deal timeline for equity settlement-related supply/retention dynamics.
Citations:
- Executive bio, age, roles, education:
- CAO appointment and base salary:
- 2024 company results/ERP progress:
- Ownership guidelines, anti-hedge/pledge, clawback:
- AIP metrics, targets, outcomes:
- LTI design and PSA metrics/period:
- Merger equity award values for Mr. Redd:
- Golden parachute/CoC severance framework, no gross-ups:
- Insider Forms 4 (grant and tax withholding): https://ir.crosscountryhealthcare.com/static-files/d56560b7-eae9-40e1-b0b6-07b41f28fc9c, https://ir.crosscountry.com/static-files/29ebe95d-e1a6-4f6e-a760-632fa25b0653
- Insider sale (2023): http://www.sec.gov/Archives/edgar/data/1955527/000106299323021255/xslF345X05/form4.xml