Marc Krug
CROSS COUNTRY HEALTHCAREAbout Marc Krug
Marc Krug is Group President at Cross Country Healthcare, Inc., age 58, having joined the company in 2017 and been promoted to Group President, Delivery on April 1, 2022 . He holds an MBA from Boston College Carroll School of Management, a JD from New England School of Law, and a BA from the University of Massachusetts . Company performance metrics relevant to his pay-for-performance framework include Adjusted EBITDA of $301.7M in 2022, $144.4M in 2023, and $49.1M in 2024, and TSR values of an initial $100 investment of $230.84 (2022), $196.70 (2023), and $156.28 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cross Country Healthcare | Vice President, Allied | 2017–2018 | Led Allied staffing business |
| Cross Country Healthcare | SVP, Travel Allied | 2018–2020 | Senior leadership across Allied travel staffing |
| Cross Country Healthcare | SVP, Travel Nurse & Allied Delivery | 2020–2021 | Oversaw delivery for Travel Nurse & Allied |
| Cross Country Healthcare | Division President, Travel & Local | 2021 | Led Travel & Local divisions |
| Cross Country Healthcare | Division President, Travel | 2021–2022 | Led Travel division |
| Cross Country Healthcare | Group President, Delivery | 2022–present | Executive leadership of Delivery |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jackson Therapy Partners | President | Jan–Nov 2016 | Executive leadership in therapy staffing |
| Noor Staffing Group | Executive Vice President | 2011–2015 | Senior leadership in staffing services |
| Private Practice (MA) | Attorney | Prior to staffing roles | Legal experience |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary Rate ($) | $430,000 | $450,000 | $450,000 |
| Target Bonus (% of Base) | 75% | 100% | 100% |
| Target Long-Term Incentive (% of Base) | 75% | 85% | 85% |
| Actual Salary Paid ($) | $408,872 | $449,231 | $450,000 |
| Stock Awards ($) | $322,536 | $382,520 | $382,524 |
| Annual Incentive Earned ($) | $528,900 | $121,500 | $133,650 |
Performance Compensation
Annual Incentive Plan Design and Outcomes
| Component | Weight | FY 2023 Target | FY 2023 Actual/Payout | FY 2024 Target | FY 2024 Actual/Payout |
|---|---|---|---|---|---|
| Company Annual Revenue | 20% | $2.28B | Threshold not met; 0% objective payout | $1.475B | Slightly above $1.33B threshold; 29.0% of target for Revenue portion |
| Company Annual Adjusted EBITDA | 60% | $205M | Threshold not met; 0% objective payout | $80M (primary); added element: threshold $50M | Below $64M threshold and below $50M added element; 0% EBITDA payout |
| Individual Objectives (Subjective) | 20% | Discretionary | 135% of target; total AIP ≈27% of target | Discretionary | 119.5% of target; total AIP ≈29.7% of target |
Notes: 2023 caps were up to 180% for objective and subjective components ; 2024 caps increased to 200% for objective and up to 100% for subjective at Committee discretion .
Long-Term Incentive Awards (RSAs and PSAs)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| RSA Grant-Date Value per Share | $21.67 | $22.32 | $18.72 |
| RSAs Granted (Shares) | 7,442 | 8,569 | 10,217 |
| PSA Grant-Date Value per Share | $21.67 | $22.32 | $18.72 |
| PSAs Target Granted (Shares) | 7,442 | 8,569 | 10,217 |
| PSA Performance Metrics | 3-yr cum. Adj EBITDA (75%), Adj EPS (25%) | 3-yr cum. Adj EBITDA (75%), Adj EPS (25%) | 3-yr cum. Adj EBITDA (75%), Adj EPS (25%) |
| 3-yr PSA Targets (illustrative schedule) | N/A | EBITDA: $665M target; EPS: $10.47 target | N/A |
Vesting: RSAs vest 33.33% annually on each of the first three anniversaries of grant; PSAs earn over a three-year performance period and vest/payout on the third anniversary of grant if earned .
Equity Ownership & Alignment
- Beneficial Ownership: 34,853 shares; less than 1% of outstanding (as denoted by “*”) as of October 14, 2025 .
- Stock Ownership Guidelines: Senior executives must hold 1x base salary in shares, accumulated over three years; all currently-employed NEOs are compliant or on track .
- Hedging/Pledging: Company policy prohibits hedging and pledging of company stock; anti-hedging policy bars speculative transactions and short sales .
- Clawback: Compensation Recoupment Policy adopted August 2023 (effective Dec 1, 2023); no erroneously awarded incentive comp identified following immaterial restatement .
Outstanding Equity Awards (as of 12/31/2024)
| Award Type | Grant Date | Unvested Shares (#) | Market Value ($) | Unearned PSAs (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| RSA | 3/31/2022 | 8,098 | $147,060 | — | — |
| RSA | 3/31/2023 | 5,712 | $103,730 | — | — |
| RSA | 3/31/2024 | 10,217 | $185,541 | — | — |
| PSA | 3/31/2023 | — | — | 8,569 | $155,613 |
| PSA | 3/31/2024 | — | — | 10,217 | $185,541 |
- PSU Earnout Status: Fiscal 2022 PSAs were earned/vested at 75.5% of target levels by year-end 2024 .
- 2024 Vesting Activity: Shares acquired on vesting 17,813; value realized $322,849 .
Employment Terms
- Offer Letter and Promotion: Joined via offer letter dated March 24, 2017; amended on April 1, 2022 upon promotion to Group President with base salary increase to $430,000; starting 2023, base salary $450,000, target bonus 100% of salary, target LTI 85% of salary .
- Non-Compete/Non-Solicit: One-year non-compete and non-interference obligations during employment and for one year post-employment .
- Severance & Change-in-Control: Covered by Executive Severance Plan with double-trigger protection; upon CoC and termination without cause or for good reason, eligible for one year base salary plus one times target bonus and continuation of benefits; non-CoC severance generally one week per full year of service .
Potential Payments (as of 12/31/2024 assumptions)
| Scenario | Cash Payment ($) | Health/Life Benefits ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|
| Non-CoC Termination without Cause | $60,577 | — | — | $60,577 |
| CoC Termination without Cause or for Good Reason | $900,000 | $25,576 | $777,484 | $1,703,060 |
| CoC without Termination | — | — | $777,484 | $777,484 |
Definitions of “Cause” and “Good Reason” for Krug align with offer letter terms summarized in the proxy .
Compensation Structure Analysis
- Mix and At-Risk Pay: For 2024, approximately 63% of target total direct compensation for non-PEO NEOs was performance- or equity-based; LTI split 50% RSAs / 50% PSAs tied to multi-year Adjusted EBITDA (75%) and Adjusted EPS (25%) .
- Annual Incentive Plan Changes: Caps increased to 200% for objective components in 2024 vs 180% in 2023; threshold funding remained at 20%, with added 2024 element permitting up to 65% individual incentive tied to EBITDA (not achieved) .
- Payout Trends: AIP payouts fell sharply from 2022 (164% of target) to 27% (2023) and ~29.7% (2024), reflecting below-threshold revenue/EBITDA in 2023–2024 and strong 2022 results (Revenue $2.81B at 144% of target; Adjusted EBITDA $302M at 159% of target) .
Governance, Peer Group, and Shareholder Feedback
- Peer Group Benchmarking: 12-company peer group maintained for 2024 (Addus, Amedisys, AMN Healthcare, Heidrick & Struggles, Kelly Services, Kforce, Korn Ferry, National Healthcare, Paycom, Pediatrix, R1 RCM, ZipRecruiter); policy targets pay at/near 50th percentile .
- Say-on-Pay Support: 95.3% approval at 2024 Annual Meeting (on 2023 NEO compensation); 98.4% approval at 2023 Annual Meeting .
- Policies: No 280G excise tax gross-ups; no option repricing; clawback policy adopted; anti-hedging and no-pledging policy .
Investment Implications
- Alignment and Ownership: Krug’s beneficial ownership is modest (<1%), but ownership guidelines (1x salary over three years), ongoing RSA/PSA vesting, and anti-hedging/pledging policies reinforce alignment and reduce asymmetric risk-taking .
- Retention Risk: Double-trigger CoC protection with one-year salary and target bonus, plus one-year non-compete, suggests moderate retention protection; 2023–2024 AIP outcomes show meaningful at-risk pay sensitivity to EBITDA/Revenue cycles .
- Trading Signals: Scheduled RSA/PSA vesting and previously realized vesting in 2024 (17,813 shares; $322,849) can add supply around annual grant anniversaries; watch FY2025–2026 PSA performance windows tied to cumulative Adjusted EBITDA/EPS for potential payout impacts .
- Performance Sensitivity: Compensation design emphasizes Adjusted EBITDA (60% of AIP; 75% of PSAs), linking realized pay to cyclical staffing demand and margin dynamics; 2023–2024 underperformance limited cash payouts, while 2022 outperformance drove above-target results .