Karen Mote
CROSS COUNTRY HEALTHCAREAbout Karen Mote
Karen Mote is President, Cross Country Locums at Cross Country Healthcare (CCRN), age 61, with 23 years at the company (joined 2002). She holds a Clinical Laboratory degree from North Georgia Technical College and has progressed through leadership roles across Medical Doctor Associates and Cross Country’s Advanced Practice segment before leading Locums . Company performance context for FY2024: revenue was above $1.3B, Adjusted EBITDA $49.1M, and Adjusted EPS $0.46; CCRN’s cumulative TSR tracked in proxy pay-versus-performance stood at 156.28 on the 2019–2024 window . Physician Staffing (the core of the Locums segment) experienced year-over-year revenue growth in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cross Country Healthcare (Medical Doctor Associates) | Staffing Consultant, Physician Permanent Placement | 1998–2001 | Entry into physician placement, foundation for Locums leadership trajectory |
| Medical Doctor Associates | Manager, Allied Health Group | 2001–2008 | Built allied health staffing operations, pipeline expansion |
| Medical Doctor Associates | Director | 2008–2014 | Led Advanced Practice growth and operational scaling |
| Cross Country Advanced Practice | Director | 2009–2014 | Oversaw advanced practice clinician sourcing and deployment |
| Cross Country Advanced Practice | Vice President | 2015–2019 | Advanced segment execution; scaled provider coverage and client footprint |
| Medical Doctor Associates | President | Feb 2019–May 2020 | End-to-end leadership of MDA; integration into Cross Country portfolio |
| Cross Country Locums | Division President / President | May 2020–Present | P&L leadership in physician staffing; FY2024 Physician Staffing growth |
External Roles
No external public-company directorships or committee roles were disclosed for Mote in CCRN proxy biographies .
Fixed Compensation
- Not disclosed. Mote is not a named executive officer (NEO) in the proxy, and individual base salary/bonus details are not provided in DEF 14A .
Performance Compensation
CCRN’s executive incentive framework (applied to NEOs and senior executives; individual eligibility for Mote not disclosed) emphasizes pay-for-performance with annual revenue and Adjusted EBITDA metrics plus individual objectives . FY2024 program outcomes:
| Metric | Weighting | Target | Actual/Attainment | Payout vs Target | Vesting/Notes |
|---|---|---|---|---|---|
| Company Annual Revenue | 20% (out of total) | $1.475B | Slightly above threshold ($1.33B threshold met) | 29.0% earned for revenue component | Annual cash incentive; interpolation between levels |
| Company Annual Adjusted EBITDA | 60% | $80M (one-time threshold option: $50M; goal $60M) | Below minimum threshold ($64M program threshold not met; $50M supplemental threshold also not met) | 0% for EBITDA component | Annual cash incentive; one-time adjustment introduced in 2Q24 |
| Individual Objectives (Subjective) | 20% | Committee-defined | Met or exceeded | 119.5% of target (subjective component) | Discretionary, capped, committee-assessed |
| Total Annual Incentive Outcome | — | — | — | 29.7% of total target bonus earned for NEOs | Reflects challenging market conditions |
Long-term incentives for executives were 50% time-based restricted shares (RSAs) vesting over 3 years and 50% performance share awards (PSAs) measured on 3-year cumulative Adjusted EBITDA (75% weight) and Adjusted EPS (25% weight), with earn-out from 0–175% of target; FY2024 grant mechanics and performance schedule detailed in proxy . Merger acceleration: upon closing of the Aya Healthcare transaction, outstanding RSAs (except certain 2025 grants) vest in full; 2023 and 2024 PSAs are deemed vested at 50% of target, contingent on closing .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (post-transaction) | 24,696 shares following 8/2/2024 sale; reported on Form 4 |
| Ownership % of shares outstanding | ~0.075%, based on 32,759,952 shares outstanding at 10/14/2025 |
| Recent insider activity | 8/02/2024 open-market sale of 13,829 shares at weighted avg ~$17.08; 24,696 shares remaining thereafter |
| Vesting-related withholding | 04/02/2025 filing indicates shares withheld to satisfy tax obligations for restricted stock vesting on 03/31/2025 |
| Pledging/hedging | Company prohibits pledging and hedging; anti-hedging policy applies to executives |
| Ownership guidelines | Senior executives must hold stock equal to 1x base salary (accumulated over 3 years); CEO 3x |
| Compliance status | Proxy states all currently-employed NEOs comply or are on-track; Mote’s status not disclosed |
Insider transactions detail:
- 08/02/2024: Sale of 13,829 shares at weighted average $17.06–$17.141; holdings after transaction were 24,696 shares .
- 04/02/2025: Shares withheld to cover taxes on RS vesting 03/31/2025 (non-open-market) .
Employment Terms
- Not disclosed for Mote. The proxy outlines employment agreements and severance for certain NEOs; general Executive Severance Plan requires double-trigger for change-of-control severance (termination without cause or resignation for good reason within the defined window) with salary and bonus multiples, continued benefits, and vesting policies for specified awards; these terms are explicitly documented for NEOs and may not apply uniformly to all executives .
- Clawback: Compensation Recoupment Policy adopted Dec 1, 2023 mandates recoupment for accounting restatements and allows discretionary recovery for fraud/misconduct .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $2,803,381,000* | $2,019,728,000* | $1,344,004,000* |
| EBITDA ($USD) | $290,040,000* | $134,991,000* | $16,775,000* |
Values marked with * retrieved from S&P Global.
Additional FY2024 non-GAAP performance:
- Adjusted EBITDA: $49.073M; Adjusted EPS: $0.46 .
Compensation Committee, Governance, and Shareholder Feedback
- Compensation consultant Pearl Meyer advises the committee; peer group benchmarking used; say-on-pay approval was 95.3% in 2024 for 2023 NEO compensation .
- Anti-hedging policy, stock ownership guidelines, and recoupment policy support alignment and risk management .
Investment Implications
- Alignment and retention: Mote has long tenure and ongoing RS grants evidenced by vesting-related tax withholding; company’s ownership policy and anti-hedging rules limit misalignment risks .
- Potential near-term selling pressure: The Aya merger accelerates vesting (RSAs full, PSAs at 50% of target), which can increase liquidity events across executives; Mote’s 2025 vesting indicates potential exposure to acceleration mechanics .
- Performance linkage: Executive annual incentives are heavily weighted to Adjusted EBITDA and revenue; FY2024 payouts were materially below target due to EBITDA underperformance, signaling tighter pay-for-performance discipline during challenging markets .
- Segment execution: Proxy notes Physician Staffing growth in 2024; as Locums leader, Mote’s execution is directionally supported by segment trends, though individual scorecards are not disclosed .
Data limitations: Mote is not a NEO, so individual compensation, severance, and ownership guideline compliance are not specifically disclosed in the proxy; analysis relies on company-wide policies and her Form 4 filings .