Kevin Clark
CROSS COUNTRY HEALTHCAREAbout Kevin Clark
Kevin C. Clark (age 65) is Co‑Founder and non‑executive Chairman of the Board at Cross Country Healthcare (CCRN). He has served as a director since 2019 and was the company’s President & CEO from January 2019 to March 31, 2022; he holds a BBA from Florida Atlantic University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cross Country Healthcare, Inc. | President, CEO & Director | 2019–Mar 31, 2022 | Led post‑COVID normalization; later became non‑executive Chair (Apr 2022) |
| Talivity, Inc. (Hire Innovations) | Chair & CEO | 2015–2018 | Built staffing/tech platforms |
| OGH, LLC | Chair & CEO | 2002–2015 | Workforce solutions leadership |
| Pinnacor Inc. | Chair & CEO | 1999–2001 | Technology operations leadership |
| Poppe Tyson, Inc. | Chair & CEO | 1996–1998 | Digital/marketing services leadership |
| Cross Country, Inc. | Chair & CEO | 1986–1994 | Early leadership in healthcare staffing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed in CCRN proxy |
Board Governance
- Role: Non‑executive Chairman since April 2022; Lead Independent Director is W. Larry Cash .
- Independence: Not independent (former CEO through March 31, 2022) .
- Committees: CCRN’s Audit, Compensation, and Governance & Nominating committees consist solely of independent directors; Clark is not listed as a member of any committee .
- Board attendance: In 2024 there were 11 Board meetings; six of eight directors attended 100% and two attended 90%; each member attended at least 90% of committee meetings for which they served; all then‑serving directors attended the 2024 annual meeting (virtual) .
- Executive sessions: Independent directors meet in executive session at each Board meeting .
Fixed Compensation
| Year | Board Cash Retainer ($) | Chairman of Board ($) | Other Cash Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 75,000 | 85,000 | — (no non‑chair committee member fees) | 160,000 |
| 2023 | 75,000 | 85,000 | — (no non‑chair committee member fees) | 160,000 |
Performance Compensation
| Year | Grant Type | Grant Date | Shares Granted (#) | Grant Date FV/Share ($) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Restricted Stock (time‑based) | Jun 1, 2024 | 9,921 | 15.12 | 150,000 | 1‑year cliff (aligns to Board term) |
| 2023 | Restricted Stock (time‑based) | Jun 1, 2023 | 5,812 | 25.81 | 150,000 | 1‑year cliff |
Performance metric framework (company‑wide incentives used for NEO pay; informs pay‑for‑performance culture overseen by Compensation Committee):
| Fiscal Year | Metric | Target | Threshold | Outcome/Attainment | Payout Effect |
|---|---|---|---|---|---|
| 2024 | Company Annual Revenue | $1.475B | $1.33B | Slightly exceeded threshold; Objective Bonus funded at 29.0% for revenue component | Contributed to total bonus at 29.7% of target for NEOs |
| 2024 | Company Annual Adjusted EBITDA (non‑GAAP) | $80M | $64M (plan) / $50M (mid‑year element) | Did not meet threshold (both plan and added element) | No Objective Bonus funding from EBITDA in 2024 |
| 2024 | Individual Objectives (Subjective) | — | — | NEOs met/exceeded; 119.5% of target subjective award | Lifted total to 29.7% of target |
| 2023 | Company Annual Revenue | $2.28B | $2.17B | Did not meet threshold | No Objective Bonus funding from revenue |
| 2023 | Company Annual Adjusted EBITDA (non‑GAAP) | $205M | $164M | Did not meet threshold | No Objective Bonus funding from EBITDA |
| 2023 | Individual Objectives (Subjective) | — | — | NEOs generally earned 135% of target (80% for one former exec) | Resulting total awards ranged 16%–27% of target |
Compensation Committee structure and practices:
- Committee chaired by W. Larry Cash in 2025 following the passing of Mark Perlberg; authority to retain independent consultants (Pearl Meyer), with independence reviewed annually .
- Peer group used for benchmarking (2024): Addus HomeCare, Amedisys, AMN Healthcare, Heidrick & Struggles, Kelly Services, Kforce, Korn/Ferry, National Healthcare, Paycom, Pediatrix, R1 RCM, ZipRecruiter .
- Say‑on‑pay support: 95.3% approval for 2023 NEO compensation at the 2024 annual meeting; prior year 98.4% approval at 2023 meeting .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Clark in CCRN proxy |
| Committee roles at other companies | Not disclosed |
| Interlocks/conflicts | Recruitics: CCRN paid $478,000 in FY2024 to a company “related to” Clark (digital marketing); Audit Committee approved . Same $478,000 disclosed in FY2023 . |
Expertise & Qualifications
- Extensive experience building and leading health staffing, technology, and workforce solutions companies; institutional knowledge of CCRN; governance experience based on prior and current board service .
- Education: BBA, Florida Atlantic University .
Equity Ownership
| As‑of Date | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Oct 14, 2025 | 650,459 | 2.0% | Footnote: includes 0 restricted shares outstanding |
| Mar 18, 2024 | 620,465 | 1.8% | Footnote: includes 45,164 restricted shares at that time |
Stock ownership guidelines:
- Directors must hold 3× the annual Board cash retainer ($75,000) within five years; all current directors are in compliance or on track as of Oct 14, 2025 .
Hedging/pledging:
- Company prohibits hedging and pledging; anti‑hedging policy applies to directors .
Governance Assessment
- Independence and role: Clark is not independent due to prior CEO service; he serves as non‑executive Chairman, which separates executive management from Board leadership and is complemented by a Lead Independent Director (Cash) to support independent oversight .
- Committee oversight: CCRN maintains fully independent Audit, Compensation, and Governance committees; Clark is not on these committees, aligning with Nasdaq independence expectations for committee composition .
- Attendance and engagement: Board met 11 times in 2024 with strong attendance metrics; independent directors meet in executive session at each meeting, supporting effective oversight .
- Pay and alignment: Director pay for Clark is balanced between fixed cash (retainer + chair fee) and time‑based equity (~$150k/year), with one‑year vesting aligned to Board term; ownership (2.0%) indicates meaningful alignment, and directors comply with stock ownership guidelines .
- Say‑on‑pay signals: Strong shareholder support (95.3% in 2024; 98.4% in 2023) suggests investor confidence in compensation governance practices .
RED FLAGS
- Related‑party transactions: CCRN paid $478,000 to Recruitics (related to Clark) in FY2024 and FY2023; although Audit Committee approved, this presents perceived conflict risk and warrants continued transparency on services, pricing diligence, and competitive bidding .
- Family employment: Son‑in‑law (Mark Fortunato) employed as VP Corporate Development; disclosed as comparable to peers but remains a potential governance sensitivity .
- Non‑independence: As former CEO, Clark’s non‑independent status necessitates strong Lead Independent Director roles and robust committee independence to mitigate risks to Board objectivity .
Overall, CCRN’s governance frameworks (independent committees, executive sessions, anti‑hedging, stock ownership requirements, and use of independent compensation consultant) partially offset risks associated with Clark’s related‑party exposure and non‑independence; continued rigorous Audit Committee oversight and disclosures are key to sustaining investor confidence .