William Burns
CROSS COUNTRY HEALTHCAREAbout William Burns
William J. Burns, 55, is Executive Vice President and Chief Financial Officer at Cross Country Healthcare, Inc. (CCRN). He joined CCRN in 2014 as CFO (2014–2018), served as COO (2018–2019), and was re-appointed CFO effective February 1, 2019; he holds an MBA from NYU Stern, a BA from Queens College, and is a CPA . CCRN reported fiscal 2024 revenue above $1.3B with Adjusted EBITDA of $49.1M; TSR since 12/31/2019 stood at 156.28 in 2024, reflecting long-term performance during his tenure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cross Country Healthcare, Inc. | Chief Operating Officer | 2018–2019 | Oversight of operations; transition back to CFO |
| Cross Country Healthcare, Inc. | Chief Financial Officer | 2014–2018; re-appointed 2019–present | Corporate finance leadership; reporting and capital allocation |
| Gartner, Inc. | Group VP & Corporate Controller | 2008–2014 | Corporate controllership; financial reporting |
| CA Technologies, Inc. | Chief Accounting Officer | 2006–2008 | Accounting leadership; controls |
| Time Warner; Coty, Inc.; Honeywell; Adecco North America | Finance roles | 1995–2006 | Various finance functions |
| Deloitte & Touche, LLC | Auditor/Senior Auditor | 1992–1995 | External audit experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed | — | — |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 548,077 | 550,000 | 550,205 |
| Target Bonus (% of base) | 85% (effective from FY22) | 85% | 85% |
| Target LTI (% of base) | 150% (RSAs 50% / PSAs 50%) | 150% | 150% |
| Stock Awards ($ grant-date fair value) | 825,020 | 825,036 | 825,028 |
| Annual Cash Incentive Paid ($) | 766,700 | 126,225 | 138,848 |
Performance Compensation
Annual Cash Incentive (FY 2024 design and outcomes)
| Component | Metric | Weighting | Target | Actual/Payout | Resulting payout mechanics |
|---|---|---|---|---|---|
| Objective | Company Annual Revenue | 20% | $1.475B | Threshold exceeded at ~$1.33B; payout 29.0% of target for this component | Straight-line interpolation; capped at 200% |
| Objective | Company Annual Adjusted EBITDA (non-GAAP) | 60% | $80M | Below threshold; 0% payout | One-time midyear element set threshold at $50M; still not achieved |
| Subjective | Individual objectives | 20% | Pre-set qualitative/quantitative goals | Achieved 119.5% of target for this component | Capped at 100% discretion, but Committee awarded 119.5% |
| Total | Weighted sum | 100% | — | 29.7% of total target bonus; Burns earned $138,848 vs target $467,500 | — |
PSAs (FY 2024 grants – 3-year performance period ending 12/31/2026)
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| 3-year Cumulative Adjusted EBITDA (non-GAAP) | 75% | $243.75M (25%) | $325.00M (100%) | $406.25M (175%) |
| 3-year Cumulative Adjusted EPS (non-GAAP) | 25% | $3.42 (25%) | $4.56 (100%) | $5.70 (175%) |
| Grant (3/31/2024) | — | — | Target PSAs: 22,036 at $18.72/share | — |
Vesting: PSAs earn shares after the 3-year performance period; RSAs vest 33.33% annually on each anniversary over 3 years . Upon completion of the Aya Merger, outstanding RSAs vest in full and 2023/2024 PSAs will be deemed vested at 50% of target (grants after March 28, 2025 are forfeited) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (10/14/2025) | 242,508 shares; includes 20,849 restricted stock; less than 1% of outstanding |
| Unvested RSAs (12/31/2024) | 20,716 (3/31/2022), 12,320 (3/31/2023), 22,036 (3/31/2024) |
| Unvested PSAs (target; 12/31/2024) | 18,842 (3/31/2023), 22,036 (3/31/2024) |
| Market value of unvested RSAs at $18.16 close (12/31/2024) | $376,203 (2022), $223,731 (2023), $400,174 (2024) |
| Value realized on vesting in 2024 | 42,463 shares; $794,907 |
| Options outstanding | Company does not grant options currently |
| Hedging/pledging | Anti-hedging and no pledging; short sales prohibited |
| Ownership guidelines | 1x base salary for senior executives; Burns in compliance or on track (as of 10/14/2025) |
Employment Terms
| Term | Key provisions |
|---|---|
| Role and agreement | Amended agreement appointing Burns as EVP & CFO effective 2/1/2019 |
| Base salary | Minimum $525,000; increased to $550,000 beginning FY2022 |
| Target bonus | 75% of base; increased to 85% beginning FY2022 |
| LTI target | 125% of base; increased to 150% beginning FY2022 |
| Severance (no CoC) | If terminated without cause or resigns for good reason, and not otherwise eligible under Exec Severance Plan: one year base salary and health insurance benefits; non-compete two years |
| Executive Severance Plan (double-trigger) | If termination without cause or for good reason within 90 days prior to or 18 months after change of control: continued base salary for two years + 2x target bonus; continued health/life benefits; excise-tax mitigation |
| Illustrative payouts as of 12/31/2024 | Non-CoC termination: $550,000 cash + $25,617 benefits; CoC termination: $2,035,000 cash + $51,234 benefits + $1,735,914 acceleration of RSAs; CoC without termination: $1,735,914 RSA acceleration |
| “Good Reason” (CFO agreement) | Material diminution of authority/duties; material base salary reduction; relocation >50 miles from Boca Raton; material breach by Company |
| Non-compete / restrictive covenants | Two-year non-compete and non-interference; confidentiality; non-solicit referenced in 8-Ks |
| Perquisites/pensions | Limited perquisites; no defined benefit pension/SERP; standard 401(k) and nonqualified plans available |
| Clawback | Dodd-Frank compliant recoupment policy adopted in 2023; recent immaterial restatement required review, no recovery necessary |
| Tax gross-ups | No 280G excise tax gross-ups |
Performance & Track Record
Company performance under Burns’ finance leadership has included strong pandemic-era growth followed by normalization in 2023–2024; fiscal 2024 highlights included revenue above $1.3B, Adjusted EBITDA $49.1M, strong cash flow, and buybacks of 2.4M shares ($36.8M) . Say-on-pay support has been consistently high, with 95.3% approval for 2023 NEO pay at the 2024 annual meeting .
CCRN Revenues and EBITDA (annual)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 836,417,000* | 1,676,652,000* | 2,803,381,000* | 2,019,728,000* | 1,344,004,000* |
| EBITDA ($) | 25,888,000* | 154,556,000* | 290,040,000* | 134,991,000* | 16,775,000* |
- Values retrieved from S&P Global.
Compensation Structure & Governance Notes
- Pay-for-performance: Majority of NEO compensation is at-risk and tied to multi-metric targets across revenue and Adjusted EBITDA (annual) and 3-year Adjusted EBITDA/EPS (PSAs); caps and recoupment mitigate risk .
- Peer benchmarking: Pearl Meyer advised; 2024 peer group included AMN Healthcare, Heidrick & Struggles, Korn Ferry, Paycom, ZipRecruiter, etc. .
- Committee independence: Compensation Committee comprised solely of independent directors; authority to hire independent advisors .
Risk Indicators & Red Flags
- Acceleration risk: Pending Aya merger will accelerate RSAs fully and deem 2023/2024 PSAs vested at 50% of target, potentially creating near-term selling pressure post-close .
- Hedging/pledging: Prohibited; mitigates misalignment risk .
- Severance economics: Double-trigger plan with 2x salary+target bonus under CoC termination; excise-tax cutback applies; non-CoC severance is modest (1x salary+benefits) .
- Restatement/clawback: Immaterial prior-period error; clawback analysis found no erroneously awarded incentive comp .
Equity Ownership & Alignment Details
| Item | Burns |
|---|---|
| Beneficial ownership (10/14/2025) | 242,508 shares; <1% of outstanding; includes 20,849 restricted shares |
| 2024 vesting realized | 42,463 shares; $794,907 |
| Ownership guideline | 1x salary; in compliance or on track |
| Policy | Anti-hedging; no pledging |
Investment Implications
- Alignment: Burns’ compensation is heavily performance- and equity-based with explicit multi-year metrics and a clawback, supporting alignment; ownership guidelines and anti-hedging reinforce skin-in-the-game .
- Near-term flow-overhang: The Aya transaction’s accelerated vesting (RSAs fully; PSAs 50% of target) can create incremental insider supply post-close; monitor Form 4 filings and any 10b5-1 plans around closing for selling pressure signals .
- Retention: Double-trigger CoC severance and two-year non-compete reduce immediate retention risk; non-CoC severance is modest (1x salary+benefits), balancing retention and shareholder protections .
- Performance context: After peak 2022, CCRN normalized in 2023–2024 with sub-threshold EBITDA impacting payouts; continued focus on cost discipline and technology investments remains key under Burns’ financial leadership .