Susan Ball
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary at 
CROSS COUNTRY HEALTHCARE
CROSS COUNTRY HEALTHCAREExecutive
About Susan Ball
Susan E. Ball, 61, is Executive Vice President, Chief Administrative Officer, General Counsel and Secretary at Cross Country Healthcare (CCRN), having joined the company in 2002; she holds a JD from New York Law School, an MBA from Florida Atlantic University, a BS from The Ohio State University, and is a Registered Nurse . Company performance context in her latest compensation cycle: FY2024 Adjusted EBITDA was $49.1 million and revenue “above $1.3 billion,” down from FY2023 Adjusted EBITDA of $144.4 million; 2024 Total Shareholder Return (TSR) measured for pay-versus-performance disclosure was 156.28 versus peer group TSR of 91.71 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cross Country Healthcare | Corporate Counsel | 2002–2004 | Early legal leadership foundation supporting corporate governance and compliance |
| Gunster, Yoakley & Stewart, P.A. | Attorney | 1998–2002 | External counsel experience in corporate law informing in-house effectiveness |
| Skadden, Arps, Slate, Meagher & Flom LLP (NY) | Attorney | 1996–1998 | High-caliber corporate legal training; exposure to complex transactions |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) |
|---|---|---|
| 2022 | 495,129 | 75% |
| 2023 | 500,000 | 75% |
| 2024 | 500,000 | 75% |
Performance Compensation
Annual Cash Incentive – Design and FY2024 Outcomes
| Component | Metric | Weighting | FY2024 Target | FY2024 Actual | Payout vs Target | Notes |
|---|---|---|---|---|---|---|
| Objective | Company Annual Revenue | 20% | $1.475B | Slightly exceeded $1.33B threshold | 29.0% of target for revenue portion | Straight-line interpolation; revenue threshold at 90% of target |
| Objective | Company Annual Adjusted EBITDA | 60% | $80M | $49.1M Adjusted EBITDA | 0% (did not meet $64M minimum) | Mid-year added element: 65% of individual incentive tied to EBITDA, threshold $50M/goal $60M; still not achieved |
| Subjective | Individual Objectives | 20% | Qualitative goals | Met/exceeded | 119.5% of target | Technology, ERP phase I, productivity, cost management |
| Total (Ball) | — | 100% | $375,000 | — | 29.7% | Bonus earned $111,375 |
Long-Term Incentive – Grants, Metrics, and Vesting
| Grant Year | Award Type | Grant Date | Shares/Target | Grant-Date Value per Share ($) | Target Value ($) | Metrics/Weighting | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | RSA | 3/31/2024 | 15,358 | 18.72 | 287,500 | Time-based | 33.33% annually on 1st/2nd/3rd anniversaries |
| 2024 | PSA | 3/31/2024 | 15,358 (target) | 18.72 | 287,500 | 75% 3-yr Cumulative Adjusted EBITDA; 25% 3-yr Cumulative Adjusted EPS | Earned over 3-year period ending 12/31/2026; shares vest at end |
| 2023 | RSA | 3/31/2023 | 12,881 | 22.32 | 287,500 | Time-based | 33.33% annually |
| 2023 | PSA | 3/31/2023 | 12,881 (target) | 22.32 | 287,500 | 75% 3-yr Adj EBITDA; 25% 3-yr Adj EPS; target thresholds disclosed | Earned over 3-year period ending 12/31/2025; vest at end |
| 2022 (PSA result) | PSA | Vested 2024 | — | — | — | PSAs earned at 75.5% of target | Vested on performance for the 3-year period ended 12/31/2024 |
PSA Performance Schedules (2024 cycle):
- Adjusted EBITDA targets (3-year cumulative): Threshold $243.75M (25% of target), Target $325.0M (100%), Max $406.25M (175%)
- Adjusted EPS targets (3-year cumulative): Threshold $3.42 (25%), Target $4.56 (100%), Max $5.70 (175%)
Merger acceleration terms (Aya Healthcare transaction): Upon closing, outstanding RSAs (other than certain RSAs granted after 3/28/2025) will vest in full; 2023 and 2024 PSAs will be deemed vested at 50% of target; contingent on closing; no new grants in 2025 to date .
Equity Ownership & Alignment
Beneficial Ownership and Unvested Equity
| As-of Date | Shares Beneficially Owned | % of Outstanding | Restricted Shares Included | Notes |
|---|---|---|---|---|
| 10/14/2025 | 176,032 | <1% | 14,530 | Outstanding shares: 32,759,952 |
| 3/18/2024 | 159,024 | <1% | 29,183 | Outstanding shares: 34,677,359 |
Outstanding Equity at 12/31/2024 (Ball):
- RSAs unvested: 14,439 (2022) valued $262,212; 8,586 (2023) valued $155,922; 15,358 (2024) valued $278,901
- PSAs target unearned: 12,881 (2023) valued $233,919; 15,358 (2024) valued $278,901
- 2022 PSAs: earned and vested at 75.5% of target
Alignment policies and practices:
- Stock ownership guideline: 1x base salary for senior executives; as of 10/14/2025, NEOs were in compliance or on track within the 3-year grace period
- Anti-hedging and no pledging policy applies to all executives and directors
- Compensation recoupment (clawback) policy effective 12/1/2023; mandatory recovery for accounting restatements; discretionary recovery for fraud/misconduct
- Options: company does not grant new options/SARs currently
Employment Terms
| Term | Detail |
|---|---|
| Start Date at CCRN | 2002; amended offer letter in 2021 to include CAO title and increased salary |
| Contract Type | Offer letter (amended 2/22/2021); ongoing employment; salary reviewed annually |
| Non-Compete | One year post-employment; non-interference provisions included |
| Severance (non-CIC) | 12 months base salary continuation |
| Change-of-Control (double trigger) | Two years base salary plus 2x target bonus, continued benefits; subject to release and potential 280G cutback; no excise tax gross-ups |
| Estimated CIC Termination (12/31/2024 matrix) | Cash $1,750,000; Benefits $32,718; Accelerated Equity $1,525,528; Total $3,308,246 |
| Estimated CIC Termination (12/31/2024 matrix as presented in 2025 proxy) | Cash $1,750,000; Benefits $37,756; Accelerated Equity $1,209,856; Total $2,997,612 |
| Executive Severance Plan | Double-trigger policy; coverage details in plan; general severance policy also applicable outside CIC |
| Perquisites | None beyond broad-employee benefits; no defined benefit pension; no post-retirement health coverage |
| Deferred Compensation | No executive contributions or balances disclosed for Ball in 2024 table |
CCRN Performance Context (for pay-for-performance alignment)
Annual performance (GAAP revenue; non-GAAP Adjusted EBITDA):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | — | $2.0B+ (context) | $1.3B+ |
| Adjusted EBITDA ($) | $301,716,323 | $144,420,693 | $49,073,400 |
| TSR (Pay vs Performance) | — | 196.70 | 156.28 |
Quarterly performance (GAAP):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 309,940,000* | 293,408,000* | 274,072,000* | 250,052,000* |
| EBITDA ($) | 3,982,000* | 6,137,000* | 5,924,000* | 4,892,000* |
Values retrieved from S&P Global.*
Compensation Governance and Peer Benchmarking
- Peer Group used in FY2024 benchmarking: Addus HomeCare, Amedisys, AMN Healthcare, Heidrick & Struggles, Kelly Services, Kforce, Korn/Ferry, National Healthcare, Paycom, Pediatrix, R1 RCM, ZipRecruiter .
- Committee stated policy: target NEO total direct compensation at or near the 50th percentile; Pearl Meyer’s 2024 study found target TDC below the 50th percentile for all current NEOs, and below the competitive range for three of five (excluding Mr. White) .
- Say-on-pay: 95.3% approval in 2024 for 2023 NEO compensation; 98.4% approval in 2023 for 2022 NEO compensation .
Investment Implications
- Pay-for-performance: FY2024 bonuses paid at 29.7% of target for Ball, reflecting below-threshold EBITDA and only threshold revenue attainment—evidence of downside sensitivity and alignment; mid-year adjustment to preserve motivation is investor-visible governance flex but did not materially increase payouts .
- Merger-driven acceleration: Upon Aya close, RSAs vest and PSAs settle at 50% of target, creating a potential supply overhang from accelerated shares; however, double-trigger severance and strong clawback/anti-hedging/anti-pledging policies mitigate misalignment risk .
- Ownership alignment: Ball’s beneficial ownership of 176,032 shares (<1% of outstanding) and compliance with 1x salary ownership guideline support alignment, though overall insider ownership remains modest; absence of pledging and hedging reduces risk .
- Execution risk: Declining Adjusted EBITDA across 2023–2024 and TSR moderation in 2024 highlight operational normalization post-pandemic; compensation metrics tied to multi-year Adjusted EBITDA/EPS in PSAs maintain forward accountability .
- Benchmarking discipline: Below-median target pay positioning and high say-on-pay support reduce pay inflation risk; continued use of independent consultant and clear clawback framework bolster governance quality .