Cross Country Healthcare Inc

This non-binding advisory proposal asks stockholders to approve the Company’s disclosed 2025 named executive officer (NEO) compensation. Management seeks this advisory endorsement to confirm stockholder support for its pay-for-performance philosophy, which emphasizes at-risk incentive compensation (annual cash incentives and long-term equity awards) linked to Adjusted EBITDA and other performance measures. The Compensation Committee notes that Fiscal 2025 was atypical (delayed equity grants due to a previously proposed—but later terminated—merger, a CEO transition in December 2025, and shortened performance periods for PSAs), and designed awards to balance retention and alignment with long‑term shareholder interests. Management also highlights that a significant portion of NEO pay is equity-based and performance-conditioned, and that the Committee adjusted targets and grant timing to address retention risk following the terminated transaction. The Board points to prior shareholder support (98.7% in favor in 2024) and believes the program remains effective in aligning pay with performance and in attracting and retaining executives. Because the vote is advisory, the Board will consider the outcome and any significant negative vote in its future compensation deliberations but is not legally bound to change plan design. In context, the proposal facilitates investor feedback on matters of executive pay transparency and governance; a FOR vote signals stockholder endorsement of the Compensation Committee’s approach amid recent operational and leadership changes, while a strong AGAINST would compel the Committee to reevaluate incentive structures and disclosures.

Proposal No. 4 asks stockholders to approve an amendment and restatement of the Company’s 2024 Omnibus Incentive Plan to increase the share reserve by 1,500,000 shares and extend the plan’s term to the day before the tenth anniversary of the Effective Date. Management seeks shareholder approval to satisfy Nasdaq and Internal Revenue Code technical requirements (including enabling incentive stock option treatment), and to preserve the Company’s ability to grant competitive long‑term equity incentives that support retention and align executive and employee interests with those of stockholders. The filing explains the Company’s existing reserve (2,636,673 shares available as of March 16, 2026 assuming maximum PSA performance) and concludes that additional Shares are required to meet future recruitment, retention and long‑term incentive needs following an atypical 2025 (delayed grants, retention risk after a terminated merger, and CEO transition). The Amended Plan includes governance protections intended to limit stockholder dilution and poor governance practices: no evergreen increases, no liberal share recycling (no re-use of shares for option exercise/tax withholding), prohibition on in‑the‑money option grants, a one‑year minimum vesting requirement (with limited exceptions), no single‑trigger change‑in‑control acceleration, a non‑employee director annual grant cap aggregated with cash fees, and administration by an independent committee. Management also provides objective metrics: a disclosed burn rate history (three‑year average ~1.89%) and a dilution/overhang analysis showing the incremental dilution as a percentage of fully diluted shares. The Board’s recommendation is grounded in balancing equity usage with retention needs, and it emphasizes share repurchases and disciplined grant design to mitigate dilution. A FOR vote preserves the Company’s ability to grant multi‑year, performance‑oriented awards; an AGAINST vote would limit the Company’s capacity to grant equity incentives at competitive levels and could force cash substitutes or constrained plans that management argues would be less aligned with long‑term shareholder interests.