Phillip Noe
CROSS COUNTRY HEALTHCAREAbout Phillip Noe
Phillip L. Noe is Chief Information Officer (CIO) of Cross Country Healthcare (CCRN). He joined the company in 2021; his offer letter was dated April 5, 2021 and set his target bonus at 50% of base salary and long-term incentive opportunity at 50% of base salary . Noe is 53 years old as disclosed in CCRN’s 2024 proxy and holds an MHA and a Master of Information Management from Washington University and a BS from the University of Florida; he previously served as CIO at Vaco (2018–2021) and Adecco Group North America (2013–2018) . CCRN’s incentive design emphasizes Adjusted EBITDA (60% of annual cash incentive target and 75% of PSAs), with revenue also included (20% of annual cash incentive), aligning pay with performance; 2024 payouts were curtailed given below-target EBITDA and threshold revenue only, while PSAs are tied to three-year cumulative Adjusted EBITDA and Adjusted EPS . Company-level performance context: CCRN reported Adjusted EBITDA of $49.1M in 2024 (vs. $144.4M in 2023 and $301.7M in 2022) and net loss of $(14.6)M in 2024; cumulative TSR (from $100 base at 12/31/2019) stood at $156.28 in 2024 (vs. $196.70 in 2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vaco, LLC | Chief Information Officer | 2018–2021 | CIO leadership |
| Adecco Group, North America | Chief Information Officer | 2013–2018 | CIO leadership |
External Roles
No public-company board service, committee roles, or external directorships were disclosed in CCRN’s proxy for Phillip Noe .
Fixed Compensation
| Year | Base salary ($) | Target bonus (%) | Target bonus ($) | Actual bonus paid ($) |
|---|---|---|---|---|
| 2024 | 411,950 | 50% | 205,975 | 61,175 |
| 2023 | 411,950 | 50% | n/d | n/d |
| 2022 | Increased from $385,000 to $411,950 in March 2022 | 50% | n/d | n/d |
Notes:
- CCRN maintained 2024 base salaries at 2023 levels for all NEOs, including Noe .
- “n/d” indicates not disclosed for Noe in the cited tables.
Performance Compensation
Annual Cash Incentive (2024 structure and outcomes)
| Component | Metric | Weighting | Attainment thresholds | Payout curve | 2024 result |
|---|---|---|---|---|---|
| Objective (80% of target) | Adjusted EBITDA | 60% | 80%/100%/120% of target | 20%/100%/200% of target | Below threshold; no payout |
| Objective (80% of target) | Revenue | 20% | 90%/100%/105% of target | 20%/100%/200% of target | Slightly above threshold; 29.0% of target for this portion |
| Subjective (20% of target) | Individual objectives | 20% | Discretionary | Up to 100% of component | 119.5% of component earned by NEOs |
| Total payout (Noe) | — | — | — | — | 29.7% of total target; $61,175 |
Additional notes:
- 2024 targets were set at $80M Adjusted EBITDA and $1.475B revenue; during Q2’24, an additional element allowed up to 65% of individual incentive tied to EBITDA with a $50M threshold due to challenging market conditions .
- 2024 individual objectives included advancing the technology roadmap, implementing Phase I of ERP, productivity improvement, cost management, and cash collections; NEOs met/exceeded these .
Long-Term Incentive Awards (LTI) – Grants on March 31, 2024
| Award type | Grant date | Per-share grant value | Shares granted (target) | Fair value ($) | Vesting terms |
|---|---|---|---|---|---|
| RSA (time-based) | 3/31/2024 | $18.72 | 5,502 | 102,997 | 33.33% on each of first, second, third anniversaries of grant date |
| PSA (performance-based) | 3/31/2024 | $18.72 at target | 5,502 target | 102,997 (probable outcome) | 3-year performance period; earned based on cumulative Adjusted EBITDA (75%) and cumulative Adjusted EPS (25%); payout/vesting on third anniversary |
Historic vesting/results:
- 2022 PSAs were earned/vested at 75.5% of target levels company-wide for NEOs; Noe’s outstanding awards reflect this achievement where applicable .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,320 shares as of Oct 14, 2025; percentage column shown as “*” in the table (percentages calculated on 32,759,952 shares outstanding) |
| Stock ownership guidelines | NEOs required to hold shares equal to 1× base salary; accumulation over 3 years. As of Oct 14, 2025, all currently-employed NEOs are either compliant or on track within the grace period |
| Hedging/pledging | Prohibited; “No pledging and no hedging” per compensation philosophy and anti-hedging policy (no puts/calls/short sales) |
| Options | CCRN does not currently grant options/SARs; no option policy timing issues relevant; no option awards disclosed for Noe |
| Vested in 2024 | 9,522 shares vested for Noe; value realized $169,038 |
| Unvested RSAs (12/31/2024) | 5,172 (3/31/2022); 3,076 (3/31/2023); 5,502 (3/31/2024); market values measured at $18.16 year-end price: $93,924; $55,860; $99,916 respectively |
| Unearned PSAs (12/31/2024) | 4,615 (granted 3/31/2023) and 5,502 (granted 3/31/2024); payout values at target based on $18.16 year-end price: $83,808; $99,916 (assumes target achievement) |
Employment Terms
- Offer letter: April 5, 2021; base salary increased from $385,000 to $411,950 in March 2022 per offer terms; target bonus 50% of salary; target LTI 50% of salary; eligibility for executive benefit plans .
- Severance plan: Double-trigger for change-of-control; if terminated without cause or for good reason within 90 days before or 18 months after a change of control, Noe receives 1× base salary plus 1× target bonus, continued health/life benefits for one year, and acceleration of RSAs; PSAs post-2014 do not automatically vest on change of control except at Compensation Committee discretion .
- Estimated benefits (as of 12/31/2024 scenarios):
- Non-change-of-control termination without cause: Cash payment $23,766 .
- Change of control termination without cause or for good reason: Cash $617,925; health/life $25,545; equity acceleration (RSAs) $433,425; total $1,076,895 .
- Change of control without termination: Equity acceleration $433,425 .
- Non-compete/non-solicit: During employment and for one year thereafter, Noe may not compete in CCRN jurisdictions and may not intentionally interfere with relationships with suppliers, customers, or employees .
- Definitions: “Good Reason” for Noe generally includes material diminution of duties/compensation, relocation >50 miles from Boca Raton, or material breach; company-wide “Cause” definitions outlined in proxy .
- Clawback/recoupment: Compensation Recoupment Policy effective Dec 1, 2023 (mandatory recovery for restatements; discretionary for fraud/misconduct); an immaterial restatement review concluded no erroneously awarded incentive compensation subject to recovery .
- Tax gross-ups/pensions/perks: No 280G excise tax gross-ups; no supplemental executive pensions; limited perquisites policy .
Performance & Track Record (Company context during his tenure)
| Year | Total Shareholder Return (TSR) – $100 base | Net income ($) | Company-selected measure: Adjusted EBITDA ($) |
|---|---|---|---|
| 2020 | 77.06 | (12,961,764) | 36,321,949 |
| 2021 | 240.83 | 132,002,036 | 162,053,021 |
| 2022 | 230.84 | 188,460,809 | 301,716,323 |
| 2023 | 196.70 | 72,630,799 | 144,420,693 |
| 2024 | 156.28 | (14,556,062) | 49,073,400 |
- Noe’s 2024 individual objectives emphasized technology roadmap, ERP Phase I, productivity, cost control, and cash collections; these were met/exceeded, though company-level EBITDA fell below thresholds amid challenging conditions .
Compensation Structure Diagnostics
- Mix and risk: For Noe, target LTI at 50% of salary with 50/50 RSAs and PSAs; annual incentive weighted 80% objective (EBITDA/revenue) and 20% subjective, with caps to mitigate risk; payouts well below target in 2024 and similar to 2023, supporting pay-for-performance discipline .
- Equity award design: Shift toward RSAs and PSAs; CCRN does not grant options currently, reducing repricing risk; PSAs tied to multi-year EBITDA/EPS drive longer-horizon alignment .
- Ownership alignment: Stock ownership requirements (1× salary for NEOs), anti-hedging and anti-pledging policies, and recoupment policy strengthen alignment and risk control .
Equity Ownership & Vesting Detail
| As of 12/31/2024 | Count (#) | Market/Payout value ($) |
|---|---|---|
| Unvested RSAs (3/31/2022) | 5,172 | 93,924 |
| Unvested RSAs (3/31/2023) | 3,076 | 55,860 |
| Unvested RSAs (3/31/2024) | 5,502 | 99,916 |
| Unearned PSAs (target, 3/31/2023) | 4,615 | 83,808 |
| Unearned PSAs (target, 3/31/2024) | 5,502 | 99,916 |
| Shares vested in 2024 | 9,522 | 169,038 |
| Beneficially owned (10/14/2025) | 10,320 | % column “*” (table basis: 32,759,952 shares) |
Vesting mechanics:
- RSAs vest equally over three years on grant anniversaries (e.g., 3/31/2025, 3/31/2026, 3/31/2027 for 2024 grants), contingent on continued employment; PSAs earn over three fiscal years with payout/vesting on third anniversary .
Employment Terms Summary Table (Estimated at 12/31/2024)
| Scenario | Cash ($) | Benefits ($) | Equity acceleration ($) | Total ($) |
|---|---|---|---|---|
| Non-CoC termination without cause | 23,766 | — | — | 23,766 |
| CoC termination without cause/for good reason | 617,925 | 25,545 | 433,425 (RSAs) | 1,076,895 |
| CoC without termination | — | — | 433,425 (RSAs) | 433,425 |
Policy references:
- Double-trigger CoC; RSAs accelerate; PSAs not automatic post-2014; severance reductions may apply to avoid excise tax; Good Reason/Cause definitions provided; general non-CoC severance equals one week per year of service for eligible employees .
Investment Implications
- Alignment and discipline: Noe’s pay is tightly linked to EBITDA and multi-year PSA metrics; 2024 payout at 29.7% of target reflects below-threshold EBITDA, reinforcing pay-for-performance and limiting windfalls in weak conditions .
- Retention risk: One-year non-compete and defined severance (1× salary+bonus on CoC termination; equity acceleration of RSAs) provide moderate retention incentives; PSAs’ three-year structure and RSA vesting cadence create ongoing retention hooks .
- Insider selling pressure: 2024 vesting of 9,522 shares indicates continued vesting supply; anti-hedging/pledging and ownership guidelines mitigate misalignment; no options implies limited forced-exercise dynamics .
- Execution risk: 2024 individual objectives in technology/ERP were met, but company-level EBITDA softness drove bonus compression; continued focus on technology roadmap and ERP execution is key to restoring EBITDA-based payouts and value creation .