John Martins
CROSS COUNTRY HEALTHCAREAbout John Martins
John A. Martins, 56, is President and Chief Executive Officer of Cross Country Healthcare (since April 2022) and a director since 2022; he holds a BA from William Peterson University and has deep operating experience across healthcare staffing and technology-enabled delivery models . Under his tenure, 2024 revenue was above $1.3 billion with Adjusted EBITDA of $49.1 million (3.7% margin) amid industry normalization; 2024 net income was a loss of $14.6 million, and the company advanced a merger with Aya Healthcare expected to close in Q4 2025 . In 2025, Q1 and Q2 results reflected continued stabilization (Q1 revenue $293.4M, Adj. EBITDA $8.6M; Q2 revenue $274.1M, Adj. EBITDA $7.6M), a strong cash position, and CEO commentary emphasizing cost discipline and momentum in Homecare and Physician Staffing .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cross Country Healthcare | Group President, Delivery | 2021–2022 | Led delivery operations ahead of CEO role |
| Cross Country Healthcare | Group President, Nurse and Allied | 2021 | Oversaw core travel nurse/allied segments |
| Aya Healthcare, Inc. | SVP, Operations Strategy | 2017–2020 | Drove ops and technology initiatives at a scale competitor |
| AMN Healthcare Services, Inc. | SVP, General Manager | 2015–2017 | P&L leadership in leading healthcare staffing firm |
| Onward Healthcare | President | 2008–2015 | Built and scaled specialty staffing platform |
| Access Nurses | Vice President | 2005–2008 | Operational leadership in nurse staffing |
| Morgan Stanley | Financial Advisor | 2004–2005 | Financial markets background |
| The Et Al Group | Vice President of Operations | 1996–2004 | Operations leadership |
| UPS | Developer | 1994–1996 | Early technology experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cross Country Healthcare (Board) | Director (inside) | 2022–Present | Not independent (CEO); Chairman is former CEO Kevin Clark; Lead Independent Director is W. Larry Cash |
| — | — | — | No other public-company directorships disclosed in the proxy . |
Fixed Compensation
| Year | Base salary (actual paid) | Base salary rate changes | Target bonus % | Notes |
|---|---|---|---|---|
| 2024 | $875,000 | Rate set at $875,000 following 2023 adjustment | 100% of base | Base maintained vs 2023 |
| 2023 | $869,231 | Elevated from $825,000 to $875,000 in 2023 | 100% of base | |
| 2022 | $646,712 | Initial CEO rate $725,000; increased to $825,000 after first anniversary | 100% of base | Partial-year CEO service began April 1, 2022 |
Performance Compensation
Annual Cash Incentive (2024 design and outcome)
| Component | Metric | Weight | Targets/Thresholds | 2024 outcome |
|---|---|---|---|---|
| Objective Bonus | Company Annual Revenue | 20% | Threshold 90% of $1.475B target; payout 20%–200% of target via interpolation | Slightly exceeded threshold; 29.0% of target for revenue component |
| Objective Bonus | Company Annual Adjusted EBITDA | 60% | Threshold 80% of $80M target (=$64M); one-time midyear element allowed 65% realization for $50–$60M; payout 20%–200% | Below threshold; no payout for EBITDA component |
| Subjective Bonus | Individual objectives | 20% | Committee discretion; cap 100%+ at discretion | Earned 119.5% of target for this component |
| Total payout | — | — | — | 29.7% of total target; Martins received $259,875 |
Long-Term Incentive (2024 grants and structure)
| Element | Grant date | Grant value | Instrument | # Shares / Targets | Vesting / Performance |
|---|---|---|---|---|---|
| RSA (time-based) | 3/31/2024 | $1,203,134 | Restricted Stock | 64,270 | 33.33% per year over 3 years, continuous service |
| PSA (performance-based) | 3/31/2024 | $1,203,134 (at target) | Performance Shares | 64,270 target | 3-year performance (2024–2026): Cumulative Adjusted EBITDA (75%) and Cumulative Adjusted EPS (25%) with 25%/100%/175% payout at Threshold/Target/Max; EBITDA thresholds $243.75M/$325.0M/$406.25M; EPS thresholds $3.42/$4.56/$5.70 |
Change-in-control treatment (Aya merger): Upon closing, outstanding RSAs (other than certain awards after March 28, 2025) vest in full; 2023 and 2024 PSAs vest at 50% of target; no new grants in 2025 to date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 150,935 shares beneficially owned by Martins as of Oct 14, 2025; includes 60,808 shares of Restricted Stock; “less than 1%” of shares outstanding (32,759,952) |
| Outstanding equity (12/31/2024) | Unvested RSAs: 36,411 (2022), 35,392 (2023), 64,270 (2024); Unearned PSAs outstanding: 53,904 (2023), 64,270 (2024); market value reference price $18.16 |
| Options | Company does not currently grant options; no option repricing |
| Ownership guidelines | CEO required to hold 3x base salary in stock, to be accumulated over 3 years; all currently-employed NEOs in compliance or on track as of Oct 14, 2025 |
| Hedging/pledging | Anti-hedging policy; “No pledging and no hedging” as part of program design |
| Clawback | 2023 Recoupment Policy (Dodd-Frank compliant); following immaterial restatement, no erroneously awarded incentive-based compensation identified for recovery |
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | CEO Employment Agreement effective April 1, 2022; initial 3-year term to March 31, 2025; auto-renews annually unless 90 days’ notice |
| Salary and target bonus | Initial salary $725k → $825k after first anniversary; raised to $875k in 2023; target annual bonus ≥100% of base; max 180% |
| LTI | During initial term: annual equity target 200% of base (year 1) and 275% (years 2–3) under the 2020 Plan |
| Severance (without cause/for good reason) | Cash: 2x base + 2x average actual bonus over prior 3 years (or floor of 2x 50% target if no 3-year history); 24 months of benefits; immediate vesting of all equity (RSAs/PSAs at target) |
| Non-compete | During employment and for two years post-termination; non-interference with suppliers/customers/employees |
| Executive Severance Plan (CIC double-trigger) | Upon termination without cause/for good reason within 90 days before or 18 months after a Change of Control: 2x base + 2x target bonus; continued benefits; equity acceleration per plan; subject to best-net cut to avoid excise tax |
| Illustrative payouts (12/31/2024 assumption) | Non-CIC termination without cause: $8,178,166 total; CIC termination: $8,178,166 total; CIC without termination: equity acceleration value $4,626,932 |
Board Governance
- Role and independence: Martins serves as CEO and director (inside); not independent under Nasdaq rules . The company separates the CEO and Chairman roles (Chairman: former CEO Kevin Clark), with a Lead Independent Director (W. Larry Cash) to provide independent oversight and liaison functions .
- Committees: Audit, Compensation, and Governance committees are composed solely of independent directors; Martins is not a member of these committees .
- Meetings and oversight: The board held 11 meetings in 2024; independent directors meet in executive session at each board meeting . The Compensation Committee oversees human capital/retention risks and NEO pay; Pearl Meyer serves as independent compensation consultant .
Performance Compensation Details (Design-to-Outcome Mapping)
| Metric | Weight | Target | Actual/performance assessment | Payout effect |
|---|---|---|---|---|
| 2024 Revenue | 20% of annual bonus | $1.475 billion | Slightly exceeded threshold ($1.33B hurdle) | 29.0% of target for this component |
| 2024 Adj. EBITDA | 60% of annual bonus | $80 million; threshold 80% (= $64M); one-time midyear element allowed partial realization for $50–$60M | Below both thresholds | 0% for this component |
| Individual objectives | 20% of annual bonus | Board-set; qualitative/quantitative | Met/exceeded; 119.5% payout for individuals | Contributed to 29.7% total payout |
| 2024 PSAs (2024–2026) | 50% of LTI | Cumulative Adj. EBITDA (75%), Adj. EPS (25%) with set 3-year thresholds/targets/max | In-flight; contingent on 3-year results | N/A until 2026 |
Compensation Structure Analysis
- Cash vs equity mix: 79% of CEO target total direct compensation is performance- or equity-based, aligning pay with long-term value creation .
- Shift and program discipline: No options; time-based RSAs (retention) paired with PSAs (performance), with clearly disclosed 3-year EBITDA/EPS hurdles; no option repricing or 280G gross-ups; limited perquisites; robust recoupment and anti-hedging policies .
- Benchmarking and shareholder support: Target TDC generally positioned near 50th percentile of peers; 2024 say-on-pay support was 95.3% for 2023 NEO pay .
Equity Ownership & Potential Insider Supply Considerations
- Beneficial ownership is under 1% for Martins (150,935 shares), with 60,808 restricted shares included; broad-based ownership guidelines require 3x salary over three years for CEO, with compliance/on-track confirmed as of Oct 14, 2025 .
- Supply dynamics: Upon Aya merger close, outstanding RSAs vest in full and 2023/2024 PSAs vest at 50% of target, creating a vesting event; however, the company will become private post-close, and vesting primarily influences transaction consideration/settlement rather than public-market selling pressure pre-close .
Employment & Contracts (Severance/Change-of-Control Economics)
| Scenario (as of 12/31/2024) | Cash | Benefits | Equity acceleration | Total |
|---|---|---|---|---|
| Non-CIC termination without cause | $3,500,000 (2x base+bonus construct) | $51,234 | $4,626,932 | $8,178,166 |
| CIC termination (double-trigger) | $3,500,000 | $51,234 | $4,626,932 | $8,178,166 |
| CIC without termination | — | — | $4,626,932 | $4,626,932 |
Performance & Track Record
| Measure | 2024 | 2025 Q1 | 2025 Q2 |
|---|---|---|---|
| Revenue | >$1.3B | $293.4M | $274.1M |
| Adjusted EBITDA | $49.1M (3.7% margin) | $8.6M (2.9% margin) | $7.6M (2.8% margin) |
| Net income | $(14.6)M | $(0.5)M | $(6.7)M |
| TSR (since 12/31/2019; $100 basis) | $156.28 (2024) | — | — |
CEO commentary emphasized cost control, growth in Homecare and Physician Staffing, MSP pipeline, and expectation of merger closing in Q4 2025 .
Board Governance (Director Service, Committees, Dual-role implications)
- Service history: Director since 2022; CEO since April 2022 .
- Independence: Not independent; board mitigates dual-role risks via separate non-executive Chairman and an empowered Lead Independent Director; committees are fully independent .
- Attendance: Board held 11 meetings in 2024; independent directors meet in executive session at each board meeting .
Investment Implications
- Alignment and risk: CEO compensation is heavily at-risk and equity-based (79% of target), with PSAs tied to 3-year EBITDA/EPS and below-target 2024 payouts (29.7% of target), signaling pay-for-performance discipline in a downcycle .
- Retention vs liquidity: Robust double-trigger CIC severance and full RSA/partial PSA vesting upon Aya close may reduce retention lock-in post-transaction; offset by two-year non-compete and the company becoming private, changing incentive dynamics .
- Governance quality: Separation of Chair/CEO, strong committee independence, anti-hedging/no-pledging, and a Dodd-Frank-compliant clawback support shareholder-friendly oversight; sustained say-on-pay support (95.3%) indicates investor acceptance of the program .
- Operating execution: 2024 softness and 2025 losses reflect industry normalization; mix shift (Homecare, Physician Staffing) and cost takeout are key levers, with potential strategic reset under private ownership post-Aya merger .