Larry Cash
CROSS COUNTRY HEALTHCAREAbout W. Larry Cash
Lead Independent Director at Cross Country Healthcare (CCRN), age 76, serving on the Board since 2001. Retired President, Financial Services and CFO of Community Health Systems (CHS), with prior senior finance roles at Columbia/HCA and Humana. Recognized as a top-three healthcare CFO by Institutional Investor for 11 consecutive years at CHS; designated Audit Committee financial expert and serves as Lead Independent Director, with Board policy waivers granted at age 75 in 2023–2025 due to his value and continuity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Health Systems, Inc. | President, Financial Services; CFO; Director | 1997–2017 | Oversaw revenue growth from ~$700M to >$18B; repeated top-three CFO recognition by Institutional Investor . |
| Columbia/HCA Healthcare Corporation | Vice President & Group CFO | 1996–1997 | Senior finance oversight in large acute-care network . |
| Humana, Inc. | Senior Vice President of Finance & Operations; various finance roles | 1973–1996 | Long track record in managed care operations and finance . |
External Roles
| Organization | Role | Tenure | Public Company/Committees |
|---|---|---|---|
| AAC Holdings, Inc. (OTC: AACH) | Director | 2017–2019 | Public company; committee positions not disclosed . |
| Community Health Systems, Inc. | Director (alongside CFO role) | 1997–2017 | Public company; committee positions not disclosed . |
Board Governance
- Independence and leadership: Independent director; Lead Independent Director since 2019. Responsibilities include presiding over executive sessions, acting as liaison among Chair, CEO, independent directors, and stakeholders; supporting agenda setting and oversight .
- Retirement-age policy waiver: Board requires resignation at age 75 but waived for Cash in 2023, 2024, and 2025 based on expertise, continuity, and strong peer assessments .
- Attendance: In 2024, Board held 11 meetings; six of eight directors attended 100%, two attended 90%; all committee members attended ≥90%; independent directors met in executive session at each Board meeting .
- Say-on-pay environment: 95.3% approval of 2023 NEO compensation at the 2024 Annual Meeting, indicating broad investor support for compensation governance .
| Committee | Responsibilities (abridged) | 2024 Meetings | Cash’s Role |
|---|---|---|---|
| Audit Committee | Financial reporting integrity; auditor oversight; internal audit; disclosure controls; cybersecurity and environmental/climate risk oversight | 12 | Member; Audit Committee financial expert (Nasdaq financial sophistication) . |
| Compensation Committee | CEO and executive pay; incentive/equity plans; director pay; human capital & retention risks; consultant oversight | 4 | Member in 2024; appointed Chair after Mar 11, 2025 following Mark Perlberg’s passing . |
| Governance & Nominating Committee | Governance principles; Board composition; performance evaluation; succession planning; governance risk oversight | 4 | Not a member . |
Fixed Compensation
| Item | 2024 Amount/Terms | Notes |
|---|---|---|
| Board cash retainer | $75,000 | Non-employee director cash retainer . |
| Lead Independent Director fee | $25,000 | Additional cash fee for Lead role . |
| Committee chair fees | $0 in 2024 | Compensation Chair fee is $15,000, but Cash became Chair in 2025; no 2024 chair fee . |
| Meeting fees | $0 | Company does not pay meeting fees; no non-chair member fees . |
| Total cash fees (Cash) | $100,000 | Fees earned or paid in cash for 2024 . |
| Stock ownership guideline | 3× retainer ($225,000) within 5 years | All current directors compliant or on track as of Oct 14, 2025 . |
Performance Compensation
| Item | Detail | Vesting/Terms |
|---|---|---|
| 2024 equity grant (RS) | $150,000 grant-date fair value; 9,921 restricted shares at $15.12 per share | Granted June 1, 2024; one-year vest aligned to Board term; all director grants vested on first anniversary . |
| Options/PSUs | None disclosed for directors | Director equity is time-based restricted stock, not performance-conditioned . |
| Performance metrics (director equity) | N/A | No performance metrics tied to director grants disclosed . |
The Compensation Committee engaged independent consultant Pearl Meyer for market review; no changes to Board pay for 2024 or 2025; Pearl Meyer deemed independent and provides no other Company services .
Other Directorships & Interlocks
- No related-party transactions disclosed involving Larry Cash in 2024; related-party items involved other directors (Clark/Recruitics; Nevin/ChristianaCare; Fitzgerald/Beth Israel) and were approved by the Audit Committee .
- No disclosed shared directorships with direct competitors, suppliers, or customers that create conflicts for Cash .
Expertise & Qualifications
- Financial leadership across acute and managed care sectors; extensive governance experience; Audit Committee financial expert; recognized by Institutional Investor as top-three sector CFO for 11 consecutive years .
- Lead Independent Director responsibilities ensure independent oversight and stakeholder engagement .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 199,632 | Oct 14, 2025 | Includes shares with right to acquire within 60 days; <1% of outstanding . |
| Ownership % of outstanding | <1% | Oct 14, 2025 | Company had 32,759,952 shares outstanding . |
| Restricted shares outstanding (2024 YE) | 9,921 | Dec 31, 2024 | Director RS grants; vested on June 1, 2025 . |
| Hedging/pledging | Prohibited | Policy | Anti-hedging policy; Company “does not do” pledging or hedging; short sales prohibited . |
| Ownership guideline compliance | In compliance/on track | Oct 14, 2025 | Directors must hold ≥3× retainer within 5 years . |
Compensation Committee Analysis
- Composition and leadership: 2024 members were Cash and Fitzgerald; Cash appointed Chair in 2025 after Perlberg’s passing .
- Consultant independence: Pearl Meyer engaged; independent; no other services; peer benchmarking maintained; no Board pay changes for 2024–2025 .
- Program adjustments: In Q2 2024, the Compensation Committee introduced a one-time EBITDA-linked element to the Annual Cash Incentive to preserve motivation amid challenging conditions—individual component up to 65% tied to Company Annual Adjusted EBITDA; threshold $50M, goal $60M with linear interpolation . Actual 2024 outcomes: revenue slightly above threshold; Adjusted EBITDA below threshold; NEOs earned 29.7% of total target bonuses (objective revenue 29.0%, subjective 119.5%) .
- Risk controls: Caps on payouts, double-trigger change-of-control severance for executives, recoupment policy for restatements/fraud, anti-hedging; no erroneously awarded incentive comp identified in the restatement review .
Governance Assessment
-
Strengths
- Independent leadership: Lead Independent Director with explicit liaison and agenda-setting support; regular executive sessions at every Board meeting .
- Financial oversight: Audit Committee membership as designated financial expert; compensation oversight and eventual Chair role enhances pay discipline .
- Ownership alignment: Significant beneficial ownership (199,632 shares); director stock ownership guideline at 3× retainer; hedging/pledging prohibited .
- Shareholder support: Strong say-on-pay approval (95.3%); independent consultant for compensation; no Board pay increases in 2024–2025 .
- Conflicts: No related-party transactions involving Cash disclosed in 2024; company-level related parties subjected to Audit Committee pre-approval .
-
Watchpoints
- Board tenure and retirement policy: Multiple waivers of age-75 resignation for Cash (2023–2025). While justified by continuity and expertise, repeated waivers can raise entrenchment concerns; monitor ongoing Board refreshment and succession .
- One-time incentive adjustment: Compensation Committee’s mid-year change to executive annual bonus framework introduces discretion risk; continued oversight needed to ensure pay-for-performance integrity in adverse cycles .
- Merger acceleration: Pending Aya Healthcare merger includes accelerated vesting for outstanding director RS grants at closing; ensure alignment optics given transition to private ownership .
Overall: Larry Cash’s deep healthcare finance credentials, independence, and dual governance roles (Lead Independent Director; Audit financial expert; Compensation Chair from 2025) support board effectiveness. Key governance signals to monitor include ongoing board refresh relative to his tenure and disciplined use of incentive plan adjustments while maintaining shareholder-aligned guardrails .