CCRN Reports $1.3B Revenue, Zero Debt, Eyes Q4 2025 Aya Healthcare Merger

TL;DR

**CCRN is a strong buy, leveraging a clean balance sheet and strategic tech investments to merge with Aya Healthcare, setting up for significant market expansion.**

AI Summary

CROSS COUNTRY HEALTHCARE INC (CCRN) generated $1.3 billion in revenue in 2024, maintaining a strong balance sheet with $82 million cash on hand and no debt. The company repurchased over 2.4 million shares for $36.8 million and saw year-over-year revenue growth in Physician and Homecare Staffing. Strategic initiatives included expanding its low-cost center of excellence in India and advancing technology investments like Intellify and the Xperience app. A significant development was entering a Merger Agreement with Aya Healthcare, Inc. on December 4, 2024, which is expected to close in Q4 2025. The company's strategic outlook for 2025 focuses on operational excellence, technology adoption, and strengthening client and professional relationships, all while preparing for the integration with Aya Healthcare.

Why It Matters

This DEF 14A filing reveals CCRN's solid financial footing with $1.3 billion in revenue and no debt, positioning it strongly for its proposed merger with Aya Healthcare, Inc. The merger, expected to close in Q4 2025, could significantly reshape the healthcare staffing landscape, creating a formidable competitor to rivals like AMN Healthcare Services, Inc. For investors, the successful integration of Aya Healthcare could unlock substantial value through expanded market share and operational synergies. Employees and customers could see enhanced service offerings and career opportunities within a larger, more technologically advanced entity, while the broader market will watch for consolidation trends in the critical healthcare workforce sector.

Risk Assessment

Risk Level: medium — The primary risk stems from the proposed merger with Aya Healthcare, Inc., which, while expected to close in Q4 2025, is not guaranteed. The filing explicitly states, "The Company will not hold the Annual Meeting if the merger with Aya Healthcare, Inc. is completed prior to December 9, 2025," indicating a potential for the merger to not materialize or be delayed, which could impact CCRN's strategic direction and stock performance.

Analyst Insight

Investors should closely monitor the progress of the Aya Healthcare merger, as its successful completion is a key catalyst for future growth. Given the strong balance sheet with $82 million cash and no debt, CCRN appears financially stable, making it an attractive long-term hold for those bullish on healthcare staffing consolidation.

Financial Highlights

debt To Equity

Not specified

revenue

$1.3 billion

operating Margin

Not specified

total Assets

Not specified

total Debt

$0

net Income

Not specified

eps

Not specified

gross Margin

Not specified

cash Position

$82 million

revenue Growth

Not specified

Revenue Breakdown

Executive Compensation

Key Numbers

• $1.3 billion — Revenue (Generated by Cross Country Healthcare in 2024)
• $82 million — Cash on hand (Maintained by Cross Country Healthcare as of year-end 2024)
• no debt — Debt status (Cross Country Healthcare's financial position as of year-end 2024)
• 2.4 million — Shares repurchased (Number of common shares repurchased and retired by Cross Country Healthcare)
• $36.8 million — Cost of share repurchases (Amount spent on repurchasing and retiring common stock)
• December 4, 2024 — Merger Agreement Date (Date Cross Country Healthcare entered into a Merger Agreement with Aya Healthcare, Inc.)
• fourth quarter of 2025 — Expected Merger Close (Anticipated closing period for the merger with Aya Healthcare, Inc.)
• October 14, 2025 — Record Date (Date for stockholders of record entitled to vote at the Annual Meeting)
• December 9, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• 7 — Number of Directors (Current size of the Board of Directors, reduced from 8 after Mark Perlberg's passing)

Key Players & Entities

• CROSS COUNTRY HEALTHCARE INC (company) — Registrant and subject of the DEF 14A filing
• Aya Healthcare, Inc. (company) — Merger partner for CROSS COUNTRY HEALTHCARE INC
• Kevin C. Clark (person) — Chairman of the Board of Directors, Cross Country Healthcare
• John A. Martins (person) — President and Chief Executive Officer, Cross Country Healthcare
• Deloitte & Touche LLP (company) — Independent registered public accounting firm for 2025
• Susan E. Ball (person) — Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
• Mark Perlberg (person) — Former director who passed away on March 11, 2025
• W. Larry Cash (person) — Lead Independent Director of Cross Country Healthcare
• SEC (regulator) — Securities and Exchange Commission
• AMN Healthcare Services, Inc. (company) — Competitor mentioned in John A. Martins's past experience

FAQ

Risk Factors

• Merger Agreement with Aya Healthcare [high — legal]: The pending merger with Aya Healthcare, Inc., expected to close in Q4 2025, introduces integration risks and potential disruptions. Failure to successfully integrate operations, systems, and cultures could negatively impact financial performance and shareholder value.
• Dependence on Key Personnel and Talent Acquisition [high — operational]: The company's success relies heavily on its ability to attract and retain qualified healthcare professionals. Shortages in skilled labor or increased competition for talent could impact service delivery and revenue growth.
• Healthcare Regulatory Environment [medium — regulatory]: Changes in healthcare laws, regulations, and reimbursement policies at federal and state levels can affect demand for services and profitability. Compliance with evolving regulations is critical.
• Competition in Staffing Services [medium — market]: The healthcare staffing market is competitive, with numerous players vying for clients and professionals. Intense competition could lead to pricing pressures and reduced market share.
• Economic Downturn Impact [low — financial]: A significant economic downturn could reduce healthcare spending by clients, impacting demand for staffing services and the company's financial results.
• Technology Implementation and Cybersecurity [medium — operational]: Investments in technology like Intellify and the Xperience app are strategic, but implementation challenges or cybersecurity breaches could disrupt operations and compromise sensitive data.

Industry Context

Cross Country Healthcare operates in the highly competitive healthcare staffing industry, which is characterized by a growing demand for skilled professionals driven by an aging population and evolving healthcare delivery models. Key trends include the increasing use of technology for talent acquisition and management, and a focus on specialized staffing segments. The industry faces challenges related to labor shortages, regulatory changes, and intense competition from both large national players and smaller niche providers.

Regulatory Implications

The healthcare industry is subject to extensive and evolving regulations, including those related to labor practices, patient care, and reimbursement. Changes in healthcare policy, such as those impacting Medicare/Medicaid or the Affordable Care Act, could significantly affect demand for staffing services and the company's operational costs. Compliance with HIPAA and other data privacy laws is also critical.

What Investors Should Do

1. [object Object]
2. [object Object]
3. [object Object]
4. [object Object]

Key Dates

• 2024-12-04: Merger Agreement with Aya Healthcare, Inc. — Marks the formal agreement to be acquired, a significant strategic shift for the company.
• 2024-12-31: Year-End 2024 — Financial position reported with $82 million cash and no debt.
• 2025-10-14: Record Date for Annual Meeting — Determines which shareholders are eligible to vote at the upcoming annual meeting.
• 2025-12-09: 2025 Annual Meeting of Stockholders — Key date for shareholder engagement, voting on directors and other corporate matters.
• 2025-Q4: Expected Merger Close with Aya Healthcare — Anticipated completion of the acquisition, leading to significant integration and strategic changes.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of shareholders, including director nominations, executive compensation, and other corporate governance matters. (This document is the primary source of information for the analysis, containing details on executive compensation, proposals, and company strategy.)

Named Executive Officers (NEOs)

The top executive officers of a company, typically including the CEO, CFO, and other key senior executives, whose compensation is disclosed in detail in SEC filings. (Their compensation packages are detailed in the Summary Compensation Table, providing insight into executive pay philosophy and performance incentives.)

Merger Agreement

A legally binding contract between two companies outlining the terms and conditions of a merger or acquisition. (The agreement with Aya Healthcare, Inc. is a critical event shaping the company's future strategic direction and shareholder value.)

Say-on-Pay Vote

A non-binding shareholder vote on the compensation of the company's named executive officers, as disclosed in the proxy statement. (Indicates shareholder sentiment towards executive compensation practices and can influence future compensation decisions.)

Stock Ownership Guidelines

Policies that require executives and directors to own a certain amount of company stock, aligning their interests with those of shareholders. (Demonstrates management's commitment to long-term shareholder value and confidence in the company's performance.)

Year-Over-Year Comparison

While specific year-over-year financial comparisons are not detailed in this DEF 14A excerpt, the filing indicates that Cross Country Healthcare generated $1.3 billion in revenue for 2024 and maintained a strong balance sheet with $82 million cash and no debt. The company also repurchased over 2.4 million shares for $36.8 million. The primary focus of this filing is on corporate governance, executive compensation, and the upcoming merger with Aya Healthcare, rather than a detailed financial performance comparison to the prior year.

Key Financial Figures

• $1.3 billion — 24 Highlights In 2024, we: Generated $1.3 billion in revenue across our portfolio. Main
• $82 million — Maintained a strong balance sheet with $82 million of cash on hand and no debt as of year-
• $36.8 million — 2.4 million shares of common stock for $36.8 million. Physician and Homecare Staffing expe
• $700 million — e sectors Oversaw revenue growth from $700 million to over $18 billion at Community Health
• $18 billion — evenue growth from $700 million to over $18 billion at Community Health Systems Governanc

Filing Documents

• ny20055089x1_def14a.htm (DEF 14A) — 1855KB
• logo_crosscountryhc3.jpg (GRAPHIC) — 36KB
• ny20055089x1_boardskills.jpg (GRAPHIC) — 273KB
• ny20055089x1_boddiagram01.jpg (GRAPHIC) — 471KB
• ny20055089x1_cgrieco.jpg (GRAPHIC) — 55KB
• ny20055089x1_cmcdonald.jpg (GRAPHIC) — 43KB
• ny20055089x1_dallen.jpg (GRAPHIC) — 42KB
• ny20055089x1_date.jpg (GRAPHIC) — 7KB
• ny20055089x1_diversity.jpg (GRAPHIC) — 70KB
• ny20055089x1_gfitzgerald.jpg (GRAPHIC) — 47KB
• ny20055089x1_jamartins.jpg (GRAPHIC) — 49KB
• ny20055089x1_jenevin.jpg (GRAPHIC) — 55KB
• ny20055089x1_jvredd.jpg (GRAPHIC) — 62KB
• ny20055089x1_kcclark.jpg (GRAPHIC) — 41KB
• ny20055089x1_kmote.jpg (GRAPHIC) — 51KB
• ny20055089x1_location.jpg (GRAPHIC) — 7KB
• ny20055089x1_mkrug.jpg (GRAPHIC) — 38KB
• ny20055089x1_pnoe.jpg (GRAPHIC) — 46KB
• ny20055089x1_pvp02.jpg (GRAPHIC) — 158KB
• ny20055089x1_pvp03.jpg (GRAPHIC) — 175KB
• ny20055089x1_pvp04.jpg (GRAPHIC) — 178KB
• ny20055089x1_seball.jpg (GRAPHIC) — 46KB
• ny20055089x1_vbhamidipati.jpg (GRAPHIC) — 43KB
• ny20055089x1_wjburns.jpg (GRAPHIC) — 44KB
• ny20055089x1_wlcash.jpg (GRAPHIC) — 48KB
• sig_jmartins.jpg (GRAPHIC) — 15KB
• sig_kclark.jpg (GRAPHIC) — 11KB
• sig_sball.jpg (GRAPHIC) — 15KB
• ny20055089x1-pc_1.jpg (GRAPHIC) — 567KB
• ny20055089x1-pc_2.jpg (GRAPHIC) — 581KB
• ny20055089x1_pvp01.jpg (GRAPHIC) — 123KB
• 0001140361-25-039458.txt ( ) — 12477KB
• ccrn-20251209.xsd (EX-101.SCH) — 4KB
• ccrn-20251209_def.xml (EX-101.DEF) — 4KB
• ccrn-20251209_lab.xml (EX-101.LAB) — 3KB
• ccrn-20251209_pre.xml (EX-101.PRE) — 6KB
• ny20055089x1_def14a_htm.xml (XML) — 774KB

Forward Looking Statements

Forward Looking Statements 1 Website References 1 OUR BOARD OF DIRECTORS 2 WHO WE ARE 2 OUR SKILLS, EXPERIENCES, AND ATTRIBUTES 8 Board Skills and Tenure 9 HOW WE ARE SELECTED, ELECTED, AND SERVE 11 WHAT WE ACCOMPLISHED 12 HOW WE ARE EVALUATED 12 HOW WE GOVERN AND ARE GOVERNED 13 Board Independence 13 Governance Policies 13 Delinquent Section 16(a) Reports 13 Board Committees 14 Board and Committee Meetings 17 Risk Oversight 17 Board Leadership Structure 19 HOW YOU CAN COMMUNICATE WITH US 19 Stockholder Engagement 19 NON-EMPLOYEE DIRECTOR COMPENSATION 20 Cash Compensation 21 Equity Compensation 21 Travel Reimbursement 21 Stock Ownership Requirement 21 2024 DIRECTOR COMPENSATION TABLE 22 OUR COMPANY 23 WHAT WE DO 23 WHO WE ARE 24 HOW WE DO WHAT WE DO 29 HOW WE DID 30 RELATED PARTY TRANSACTIONS 30 OUR STOCKHOLDERS 32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 32 AUDIT MATTERS 34 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 34 AUDIT FEES 35 POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM 36 COMPENSATION DISCUSSION AND ANALYSIS 37 COMPENSATION PHILOSOPHY AND OBJECTIVES 38 Consideration of Say-on-Pay Vote 39 DETERMINATION OF COMPENSATION 39 Role of the Compensation Committee 39 Role of Management 40 Role of the Compensation Consultant 40 Role of Benchmarking 41 COMPONENTS OF FISCAL 2024 NEO COMPENSATION PROGRAM 41 Base Salary 41 Annual Cash Incentive Program 42 Long-Term Incentive Compensation 44 OTHER COMPENSATION AND BENEFITS 47 Nonqualified Deferred Compensation Plans 47 401(k) Plan and Other Benefits 47 Perquisites 47 Employment Agreements 48 Severance & Change of Control Arrangements 51 Anti-Hedging Policy 52 Stock Ownership Guidelines 52 Impact of Accounting and Tax Matters 52 Compensation Recoupment Policy 52 Compensation Risk Management 53 COMPENSATION COMMITTEE REPORT 54 SUMMARY COMPENSATION TABLE 55 GRANTS OF PLAN BASED AWARDS 56 OUTSTANDING EQUITY AWARDS AT 2024 YEAR-END 57 -i- TABLE OF CONTENTS OPTION EXERCISES AND STOCK VESTED IN 2024 58 NONQUALIFIED DEFERRED COMPENSATION 2024 58 Potential Payments Upon Termination or Change in Control 58 CEO Pay Ratio 62 Pay versus Performance 64 2024 Most Important Measures (Unranked) 69 Relationship between "Compensation Actually Paid" and Performance Measures 69 OUR ANNUAL MEETING & OTHER INFORMATION 72 OUR PROPOSALS 72 PROPOSAL NO. 1: ELECTION OF DIRECTORS 72 PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 73 PROPOSAL NO. 3: NON-BINDING ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 74

Forward Looking Statements

Forward Looking Statements This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental, social, and other sustainability plans, initiatives, projections, goals, commitments, expectations, or prospects, are forward-looking. Forward-looking statements include those containing such words as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goal," "intends," "may," "outlook," "plans," "projects," "seeks," "sees," "should," "targets," "will," "would," or other words of similar meaning. Forward-looking statements reflect management's current expectations and are inherently uncertain. These forward-looking statements rely on assumptions and involve risks and uncertainties, including, but not limited to, factors detailed herein and under Part I, "Item 1A. Risk Factors" and in other sections of our 2024 Annual Report and in other filings with the SEC. Any standards of measurement and performance made in reference to our environmental, social, and other sustainability plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward- looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any fo