Cross Country Healthcare (CCRN) Proxy filing summary

Executive summary

• Leadership transition occurred in December 2025, with a renewed focus on execution, technology investment, and market share growth.

• 2025 was marked by disruption due to a terminated merger, but the company maintained strong client relationships and a solid balance sheet.

• Entered 2026 with no debt, strong cash flow, and a disciplined capital allocation strategy prioritizing technology and operational excellence.

• Intellify, the AI-enabled platform, is central to the growth strategy, aiming to improve workforce solutions and client transparency.

• Expectation to return to revenue and earnings growth by the end of 2026, focusing on outperforming the market.

Voting matters and shareholder proposals

• Election of six directors for a one-year term.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation for 2025 (say-on-pay).

• Approval of amendment and restatement of the 2024 Omnibus Incentive Plan.

Board of directors and corporate governance

• Board reduced from seven to six members following CEO transition; all current directors standing for re-election.

• Board skills include healthcare, finance, IT/digital transformation, and risk management.

• Waivers granted for director age limits to retain institutional knowledge.

• Board committees (Audit, Compensation, Governance/Nominating) are composed solely of independent directors.

• Annual board and committee self-evaluations and ongoing director education.

• Strong stockholder engagement practices, including regular outreach and multiple communication channels.