ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Effective January 25, 2021, John A. Martins became employed by Cross Country Healthcare, Inc. (“Cross Country” or the “Company”) as its
Group President, Nurse and Allied.
Prior to joining Cross Country, Mr. Martins, 52, served as the SVP of Operations Strategy for Aya Healthcare, Inc. from November 2017
to January 2020. He also served as SVP, General Manager of AMN Healthcare Services, Inc. from January 2015 to October 2017, and as President, Onward Healthcare and in various other positions from February 2008 to January 2015.
Mr. Martins earned a Bachelor of Science from William Peterson University.
Mr. Martins has executed an offer letter with the Company which provides for an annual base salary of $430,000 (the “Base Salary). The
Base Salary will be reviewed on an annual basis by the Company’s Compensation Committee, which will consider in its sole discretion whether to increase the Base Salary. Mr. Martins will be eligible to participate in the Company’s annual bonus plan
with a target bonus of 75% of Base Salary, based on achieving performance goals to be established by the Compensation Committee. In addition, for each calendar year during the term, Mr. Martins will be eligible to participate in the Company’s long
term incentive plan and receive awards valued at 75% of Base Salary. Such awards will be upon terms and conditions determined by the Compensation Committee. The Company also has agreed to reimburse Mr. Martins up to $75,000 for certain expenses
related to his relocation to the Company’s corporate headquarters in Boca Raton, Florida, which amounts are subject to repayment by Mr. Martins if his employment is terminated within one year of the Effective Date, and pay for temporary housing
expenses for up to twelve months at a cost not to exceed $3,500 per month. Mr. Martins is also eligible to participate in all other benefit plans and fringe benefit arrangements available to the Company’s senior executives.
If Mr. Martins’ employment is terminated by the Company without cause (as defined in the offer letter) or if Mr. Martins terminates his
employment for good reason (as defined in the offer letter) he will be entitled to a severance payment equal to the sum of (i) any unpaid Base Salary through the date of termination; (ii) reimbursement for unreimbursed business expenses incurred
through the termination date, (iii) payment of unused vacation and sick time in accordance with the Company’s policy; (iv) all other applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant pursuant to the
terms and conditions of such plans; and continued payments of Base Salary in effect at the time of termination in accordance with the Company’s regular payroll practices for a period of twelve months following the date of termination (the
“Severance Payments”), subject to his execution and non-revocation of a release of claims.
Mr. Martins will be entitled to participate in the Company’s Executive Severance Plan, as amended and restated as of May 28, 2019; provided, however, that if he is or becomes eligible to receive
severance benefits under such plan, he will cease to be eligible for Severance Payments and the Company’s sole obligation will be to pay him the amounts and benefits provided in the Executive Severance Plan subject to the terms and conditions
thereof.
The Company also entered into an agreement with Mr. Martins providing that during Mr. Martins’ employment and for a period of one year
thereafter, he may not, among other things, compete with the Company in any jurisdiction in which the Company’s business is conducted nor may he intentionally interfere with the Company’s relationship with any of its suppliers, customers or
employees.
The foregoing descriptions of the offer letter and restrictions agreement do not purport to be complete and are qualified in their
entirety by reference to the offer letter and restrictions agreement that are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
The press release issued by the Company on January 25, 2021 announcing Mr. Martins’ appointment is attached hereto as Exhibit 99.1 and
incorporated herein by reference.