Venkat Bhamidipati
CROSS COUNTRY HEALTHCAREAbout Venkat Bhamidipati
Independent director of Cross Country Healthcare (CCRN) since 2022; age 59. Former EVP & CFO at McAfee (2020–2022) and Providence St. Joseph Health (2017–2020), with earlier senior finance and CFO roles at Microsoft (2004–2017). Education: MBA, Kelley School of Business at Indiana University; MA, Osmania University. Recognized for deep finance, digital strategy, corporate development, operations, and supply chain expertise; instrumental in Microsoft’s cloud transition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McAfee Corp. | EVP & Chief Financial Officer | 2020–2022 | Led finance for consumer cybersecurity company |
| Providence St. Joseph Health | EVP & Chief Financial Officer | 2017–2020 | Led comprehensive digital transformation |
| Microsoft Corp. | MD, Business Dev & M&A; CFO, Worldwide Enterprise Group; CFO, Operations & Technology | 2004–2017 | Instrumental in cloud transition; senior finance leadership |
| Exodus Communications | Senior Finance Director | 1999–2004 | Finance leadership in infrastructure services |
| Hitachi Data Systems | Controller, Sales | 1993–1999 | Commercial finance leadership |
| PricewaterhouseCoopers | Manager, Assurance | 1988–1990 | Audit/assurance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Technology & Healthcare Companies | Investor & Strategic Advisor | 2022 | Portfolio advisory; no current public company directorships disclosed |
Board Governance
- Independence: Determined independent under Nasdaq rules; current independent directors include Bhamidipati. Committees composed solely of independent directors .
- Committee roles: Audit Committee Chair (appointed Jan 2024); designated Audit Committee Financial Expert and possesses Nasdaq financial sophistication .
- Audit Committee responsibilities: Oversight of financial reporting integrity, auditor independence/performance, internal audit, disclosure controls, cybersecurity, environmental & climate risk; authority to engage advisors .
- Meetings/attendance: FY2024 Board held 11 meetings; directors attended at least 90% of Board and committee meetings; independent directors meet in executive session at each Board meeting; all directors attended the 2024 Annual Meeting .
- Audit Committee activity: 12 meetings in 2024; Bhamidipati signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10-K .
- Board leadership: Non-executive Chair (Kevin Clark) and Lead Independent Director (W. Larry Cash) structure; strong independent oversight .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Board cash retainer | $75,000 | $75,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | $25,000 | $25,000 | Bhamidipati appointed Chair Jan 2024 |
| Compensation Committee Chair fee | $15,000 | $15,000 | Not applicable to Bhamidipati |
| Governance Chair fee | $12,250 | $12,250 | Not applicable to Bhamidipati |
| Lead Independent Director fee | $25,000 | $25,000 | Not applicable to Bhamidipati |
| Director Cash Paid | 2023 ($) | 2024 ($) |
|---|---|---|
| Venkat Bhamidipati | 81,250 | 100,000 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Date Fair Value/Share | Total Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director restricted stock (2023) | 2023-06-01 | 5,812 | $25.81 | ~$150,000 | One-year; vests 2024-06-01 |
| Annual director restricted stock (2024) | 2024-06-01 | 9,921 | $15.12 | ~$150,000 | One-year; vests 2025-06-01 |
- Equity program: Annual restricted shares (~$150k value) under Omnibus Incentive Plan; one-year vest aligned to annual Board term .
- No performance-based metrics apply to director equity grants; time-based vesting only .
Other Directorships & Interlocks
| Person/Entity | Relationship | 2024 Transaction Amount | Conflict Controls |
|---|---|---|---|
| ChristianaCare (CEO: Director Janice Nevin) | CCRN provided services | $561,454 | Audit Committee pre-approval; $0 threshold; quarterly reviews |
| Beth Israel Deaconess Hospital (Trustee: Director Gale Fitzgerald) | CCRN provided services | $4,327,062 | Audit Committee pre-approval; $0 threshold; quarterly reviews |
| Recruitics (related to Chair Kevin Clark) | Digital marketing spend | $478,000 | Audit Committee pre-approval; $0 threshold; quarterly reviews |
- No other public company board roles are disclosed for Bhamidipati; no related-party transactions involving him are disclosed .
Expertise & Qualifications
- Finance leadership, digital strategy, corporate development, operations, and supply chain; led Providence digital transformation; key role in Microsoft cloud transition .
- Audit Committee Financial Expert designation; Nasdaq financial sophistication .
- Education: MBA (Indiana University Kelley), MA (Osmania University) .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % Outstanding | Restricted Stock Included |
|---|---|---|---|
| 2024-03-18 | 6,978 | <1% | 5,812 |
| 2025-10-14 | 11,079 | <1% | 0 |
- Director stock ownership guideline: 3× annual Board cash retainer; compliance/on track for all directors as of 2025-10-14 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging; and prohibits short sales, options and similar transactions by directors .
- Section 16 compliance: For FY2024, all reporting persons timely complied; only two historical inadvertent late filings from 2017/2018 noted .
Governance Assessment
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Strengths
- Independence, finance depth, and audit leadership: As Audit Chair and Financial Expert, Bhamidipati enhances oversight of financial reporting, cybersecurity, and climate/data risks; committee met 12× in 2024; signed Audit Committee Report .
- Engagement and attendance: Board held 11 meetings; directors ≥90% attendance; independent director executive sessions at each meeting; full attendance at 2024 Annual Meeting .
- Alignment and incentives: Director pay balanced between modest cash retainer and equity with one-year vest; stock ownership requirement (3× retainer) with compliance/on track; anti-hedging/recoupment policies in place .
- Shareholder support signal: Say-on-pay approval of 95.3% at 2024 Annual Meeting reflects broad investor confidence in compensation governance .
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Potential Risks/Red Flags
- Related-party transactions exist with entities tied to other directors (ChristianaCare, Beth Israel, Recruitics); however, CCRN uses a $0 threshold, quarterly disclosure committee reviews, and Audit Committee pre-approval—mitigating conflict risk; none involve Bhamidipati .
- Board waivers for age-based resignation for Lead Independent Director (Cash) accepted in 2023–2025; continuity benefits cited, but investors should monitor refreshment and independence posture; not specific to Bhamidipati .
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Net assessment: Bhamidipati’s audit chairmanship, financial expertise, and history of digital transformation provide strong board effectiveness in oversight of financial, cyber, and operational risks. Compensation mix and ownership policies align director interests; absence of related-party ties for him reduces conflict exposure. Overall, governance signals are positive for investor confidence .