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 forward-looking statement.

This document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The content of information on these websites is not part of this Proxy Statement.

The Board of Directors (the “Board”) of the Company currently consists of seven members. The current terms of all seven members expire at the Annual Meeting, and all are standing for re-election at the Annual Meeting to hold office until the next annual meeting of stockholders and until their successors are elected. The Board previously consisted of eight directors; however, following the passing of Mark Perlberg on March 11, 2025, the Board reduced the size of the Board from eight directors to seven directors. Biographical information regarding each of the directors currently serving on the Board is set forth below.

The following seven directors have been nominated for election at the Annual Meeting for a one-year term ending upon the 2026 Annual Meeting of Stockholders:

Our Board has identified key skills, experiences, and attributes that are important to be represented on the Board in light of the Company’s business strategy and anticipated future needs. These skills, experiences, and attributes include:

The following chart highlights some of our directors’ core skills, experiences, and attributes and describes their importance to our business strategy.

Our director nominees bring to our Board a wide variety of skills, qualifications, and viewpoints that strengthen the Board’s ability to carry out its oversight role on behalf of our stockholders. The table below is a summary of the range of skills and experiences that each director nominee brings to the Board, each of which we find to be relevant to our business. Because this chart is a summary, it does not include all of the skills, experiences, and qualifications that each director nominee offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director nominee does not possess it. All of our director nominees exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

The Board does not believe that arbitrary term limits on directors’ service are appropriate; however, directors are required to resign at the age of 75 and the Board may accept or reject such resignation at its discretion. Directors who have served on the Board for an extended period of time have institutional knowledge and are able to provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company’s history, policies, and objectives. The Board self-evaluation process described below is an important determinant for Board tenure. Pursuant to the Company’s policy that directors must resign at the age of 75, Mr. Cash tendered his resignation to the Board in 2023, which was rejected at the discretion of the Board. The Board determined that Mr. Cash provides

valuable service as a Lead Independent Director, continuity based on his history and knowledge of the Company, expertise in the healthcare industry, and financial acumen, and he continues to serve on the Board and receive high ratings from fellow Board members in their annual assessments. The Board provided similar waivers in 2024 and 2025.

The charts below provide a snapshot of certain characteristics of our current Board. The information is as of October 27, 2025.

At the direction of our Board of Directors, the Governance and Nominating Committee, assisted as appropriate by other members of the Board and management:

All stockholder recommendations for director candidates must be submitted to our legal department at 6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida, 33487, Attn: General Counsel, which will forward all recommendations to the Governance and Nominating Committee.

There have been no changes to the procedures by which stockholders may recommend director nominees to our Board since our last disclosure of such procedures, which appeared in the definitive Proxy Statement for our 2024 Annual Meeting of Stockholders.

The Board currently consists of seven members. The Board previously consisted of eight directors; however, following the passing of Mark Perlberg on March 11, 2025, the Board reduced the size of the Board from eight directors to seven directors. The current terms of all seven directors expire at the Annual Meeting, and each of the directors are standing for re-election at the Annual Meeting.

Each director nominee elected will hold office until the 2026 Annual Meeting of Stockholders and until a successor has been duly elected and qualified unless, prior to such meeting, a director shall resign, or his or her directorship shall become vacant due to his or her death, resignation, or removal. All director nominees were elected at the 2024 Annual Meeting of Stockholders.

Each director nominee has agreed to serve, if elected, and management has no reason to believe that any of the director candidates will be unavailable to serve if elected. If any of the director nominees should be unavailable for election, the proxies will be voted for the election of such other person as may be recommended by the Board in place of such director nominee. Shares properly voted will be voted FOR each director nominee unless the stockholder indicates on the proxy that authority to vote the shares is withheld for one or more of the director nominees listed. A proxy cannot be voted for a greater number of persons than the seven director nominees.

There are no arrangements or understandings between any of the director nominees or executive officers and any other person pursuant to which our director nominees or executive officers have been selected for their respective positions.

In addition to fulfilling its ongoing, core oversight function, our Board achieved several significant accomplishments during 2024, including:

The Governance and Nominating Committee is responsible for ensuring that the Board has a robust and effective performance process in place for the Board, as well as for the CEO and management. The Board’s practice is to require each Board member, on an annual basis, to complete an anonymous assessment distributed by a third party regarding the performance of the full Board, his or her individual performance on the Board, and the effectiveness of the Committee or Committees on which he or she serves. The results are aggregated, and a detailed summary is provided to the Chairperson of the Governance and Nominating Committee and the Chairman of the Board. Thereafter, the results are communicated to the full Board and Chairpersons of the Committees and discussions occur to address any issues that may have been identified.

Our securities are listed on the Nasdaq Stock Market (“Nasdaq”) and, as set forth in our Governance Guidelines, we use the standards of “independence” prescribed by Nasdaq requirements. Under Nasdaq rules, a majority of a listed company’s board of directors must be independent directors. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit committee and compensation committee be independent and satisfy additional independence criteria set forth in Rules 10A-3 and 10C-1, respectively, under the Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Annually, each member of the Board is required to complete a questionnaire designed in part to provide information to assist the Board in determining if the director is independent under the Nasdaq rules. Based upon information requested from and provided by each director concerning their background, employment, and affiliations, including family relationships, our Board has determined, upon the recommendation of our Governance and Nominating Committee, that the following directors are independent and have no material relationship with the Company: Dwayne Allen, Venkat Bhamidipati, W. Larry Cash, Gale Fitzgerald, and Janice E. Nevin, M.D., MPH. Additionally, during his tenure as a director, Mark Perlberg was determined by the Board to be independent. Mr. Cash serves as the Board’s Lead Independent Director.

As Mr. Martins is our President and Chief Executive Officer, he is not independent, and as Mr. Clark was our former President and Chief Executive Officer from January 2019 to March 31, 2022, he is not independent. As an independent member of our Board, Mr. Cash serves as our Lead Director to work collaboratively with the Chairman, CEO, and other directors to ensure effective functioning of the Board and to serve as an independent liaison between management and the Board and between the Chairman and the independent directors to assist in maintaining high standards for oversight and other functions. The Board has also determined that each of the current members of our Audit Committee and our Compensation Committee satisfies the independence standards for such committee established by Rules 10A-3 and 10C-1 under the Exchange Act, the SEC rules, and the Nasdaq rules, as applicable, and that the current members of the Governance and Nominating Committee are also independent.

Our core governance frameworks and provisions are contained in our Governance Guidelines, Code of Conduct, and Business Ethics Policy. These can be found on our website at https://ir.crosscountryhealthcare.com/corporate-governance or provided in print, at no charge, upon request to our Corporate Secretary at 6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487. We will disclose any changes in, or waivers from, our Code of Conduct and Business Ethics Policy by posting such information on the same website or by filing a Current Report on Form 8-K, in each case if such disclosure is required by the rules of the SEC or Nasdaq.

The Company has adopted the Securities Compliance Policy that applies to all employees, including officers, and non-employee directors of the Company and its subsidiaries, as well as the Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations with respect to the purchase, sale, and/or other dispositions of the Company's securities, as well as the applicable rules and regulations of Nasdaq. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

To our knowledge, based solely on our review of the Section 16(a) forms filed electronically with the SEC during the fiscal year ended December 31, 2024 (“Fiscal 2024”), and written representations that no other forms were required, with the exception of two inadvertently late Form 4 filings, reporting one transaction for each of August 28, 2017 and August 10, 2018, all reporting persons timely complied with the filing requirements of Section 16(a) of the Exchange Act.

Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee. Each of these committees is comprised solely of independent directors within the meaning of Rule 5605(a)(2) of the Nasdaq Listing Rules. Each committee operates pursuant to a committee charter. The charters of the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee are on our website at https://ir.crosscountryhealthcare.com/corporate-governance.

The following chart provides a summary of the committees’ duties, responsibilities, and composition:

During Fiscal 2024, there were eleven meetings of the Board. For Fiscal 2024, (i) six of the eight then-serving directors attended 100% of the total number of meetings of the Board and two directors attended 90% of the total number of Board meetings and (ii) each member attended at least 90% of the total number of meetings held by all committees on which he or she served (for the period that such director served on the Board and/or committee during Fiscal 2024). It is the practice of the Board to have the independent directors meet in an executive session at each meeting of the Board. While we do not have a formal policy, it is also our practice that all directors should attend the Annual Meeting of Stockholders. All then-serving directors attended the 2024 Annual Meeting of Stockholders, which was held virtually.

The Board oversees executives’ management of risks that are most relevant to the Company. In this role, the Board is responsible for the overall supervision of our risk management activities, which occurs at both the full Board level and at the committee level.

Our Audit Committee also has the responsibility to, among other things, review with management the Company’s policies regarding major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also reviews with management the policies governing the process by which risk assessment and risk management are undertaken and has oversight for the effectiveness of management’s enterprise risk management process that monitors key business risks facing us, such as cybersecurity, artificial intelligence, data privacy, environmental, and climate risks, among others. In addition to our Audit Committee, the other committees of the Board consider the risks within their areas of responsibility. For example, the Compensation Committee assesses risk that could result from the structure and design of our executive compensation programs, our incentive compensation plans, director compensation, perquisites, compliance with the Sarbanes-Oxley Act of 2002 regarding prohibitions on loans to executive officers and directors, human capital management, and retention risks, among others. The Governance and Nominating Committee evaluates risks with respect to, among other things, corporate

governance matters, the structure of the Board, succession planning, and the experience and suitability of director nominees. Additionally, the Board continually evaluates our risks related to cybersecurity, liquidity, operations, credit, regulatory compliance, and fiduciary risks, and the processes in place to monitor and control such exposures. Management also provides regular updates throughout the year to the respective committees regarding management of the risks that each committee oversees, and each of these committees report their findings to the full Board, including any areas of risk that require Board attention. Additionally, the full Board reviews our short- and long-term strategies, including consideration of risks facing us and the potential impact of such risks.

While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to its committees. The Board and management evaluated the risks most relevant to the Company and specifically identified certain topics as appropriate to be delegated to committees in order to provide more focus and oversight of these areas:

Our Company is led by Mr. John A. Martins, who serves as our President and Chief Executive Officer. Our Board is currently comprised of Mr. Martins, our President and Chief Executive Officer, Mr. Clark, our former President and Chief Executive Officer, and five independent directors. Mr. Clark has served as the non-executive Chairman of the Board since April 2022, and Mr. Cash has served as the Lead Independent Director of the Board since 2019.

The Board has determined that our current Board leadership structure is appropriate and helps to ensure proper risk oversight for us for a number of reasons, the most significant of which are as follows:

Members of the Board have direct access to the management team and those individuals are available at all times to answer questions from Board members. Our Board has extensive management experience in business and, in particular, the healthcare industry in which we operate. The continuity and tenure of our Board provides a valuable source of institutional knowledge.

We believe that effective corporate governance includes year-round engagement with our stockholders and other stakeholders. We meet regularly with our stockholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. In a typical year, we will engage with dozens of stockholders, including our largest stockholders, two to three times per year; however, since the announcement of our pending merger with Aya Healthcare, Inc., the Company has refrained from attending roadshows, fireside chats, and other

similar events and reduced such engagement. This stockholder outreach is complementary to the hundreds of touchpoints our Investor Relations team has with stockholders each year. We find it beneficial to have ongoing dialogue with our stockholders throughout the year on a full range of investor priorities in order to receive feedback, instead of engaging with stockholders only prior to our annual meeting on issues to be voted on in the proxy statement.

Depending on the circumstances, our Chairman, Lead Independent Director, or other independent directors may engage in these conversations with stockholders as well. Our direct engagement with stockholders helps us better understand our stockholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are, or are not, significant given the scope and nature of our operations and our existing practices. We take insights from this feedback into consideration and regularly share such insights with our Board as we review and evolve our practices and disclosures.

Our Board casts a wide net for information to inform its deliberations, oversight, and decision making. Our Board values regular input from investors and other stakeholders who have a shared financial interest in the Company. Our Board has created a number of ways for investors and other stakeholders to provide input, including:

All such communications will be forwarded directly to the Board or any individual director or committee of the Board, as applicable.

Annually, the Compensation Committee evaluates the Company’s non-employee director compensation design, competitiveness and effectiveness, to help ensure that the director compensation program continues to facilitate the attraction and retention of highly qualified Board members. During Fiscal 2024, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to review the competitiveness of our non-employee director compensation program relative to industry peers and other comparably-sized organizations and provide recommendations as deemed appropriate. The industry peer groups used in these periodic market studies are the same peer groups used to assess pay competitiveness for named executive officers. Following the Fiscal 2024 analysis, the Compensation Committee did not make any changes to Board compensation for 2024 or 2025. The non-employee director stock ownership requirement remains at three times the Board cash retainer value. The Compensation Committee annually reviews the independence of Pearl Meyer. Pearl Meyer does not perform any additional services for the Company other than its compensation consulting services to the Compensation Committee and is deemed to be independent under relevant stock exchange standards.

In Fiscal 2024, our independent directors were awarded cash fees based on the schedule set forth below, payable on a quarterly basis. Only non-employee directors receive compensation for their services as directors. Compensation for Mr. Martins, our current President and Chief Executive Officer, is reflected in the Summary Compensation Table and discussed within “Compensation Discussion and Analysis” below.

Consistent with historic practice, no payments were made for non-chairperson committee member services in Fiscal 2024.

During Fiscal 2024, Messrs. Clark, Cash, Allen, Bhamidipati, and Perlberg and Mses. Fitzgerald and Nevin each received a grant of restricted shares of Common Stock on June 1, 2024, under the Company’s Cross Country Healthcare, Inc. 2024 Omnibus Incentive Plan (the “2024 Omnibus Incentive Plan”). Each such grant consisted of a number of shares of restricted Common Stock equal to approximately $150,000, based on the closing price of our Common Stock on the date of grant. The vesting period for the restricted shares granted to directors is one year, which aligns with the Company’s annual Board term.

All independent directors are reimbursed for the reasonable travel expenses they incur in attending meetings of the Board or Board committees.

Non-employee directors are required to hold an amount of the Company’s Common Stock equal to three times the annual Board cash retainer of $75,000, which amount may be accumulated over five years. Unvested restricted shares and indirectly owned shares are included in determining whether the threshold has been achieved. As of October 14, 2025, all current directors are in compliance, or on track to gain compliance within his or her respective five-year grace period, with our stock ownership guidelines.

The following table provides compensation information for our non-employee directors for Fiscal 2024.

Cross Country Healthcare is a tech-enabled business that finds the right people at the right time in the right capacities to work at thousands of entities that need qualified healthcare or educational talent and provides those individuals with optimal flexibility, compensation, and support.

Among others, we create opportunities for:

Our clients operate in diverse settings, such as:

We use an array of digital and advanced management platforms (including Intellify^®, our proprietary vendor management technology), databases, and solutions to provide these services and enable the people we place to find employment in their preferred formats, including full- and part-time work, per-diem arrangements, contract and travel roles, and other evolving models reshaping the nature of work globally.

Although we harness the power of advanced digital and management solutions, we are fundamentally a company of people who find people to help people in need of health care. Although we are required to feature information about our Board and executive officers, we think of ourselves more holistically as a company of over 9,000 people, including over 1,400 corporate employees and an average of more than 8,000 full-time equivalent field employees, providing value via a variety of arrangements to facilities in all 50 states.

In addition to our President and Chief Executive Officer, John A. Martins, whose biographical information is included above under “Board of Directors,” the Company’s current executive officers include:

There are no immediate family relationships between any of our directors or executive officers and any other directors or executive officers.

As a company that finds people to fill roles in which they care for other human beings, we ourselves have to be attentive to how we recruit, educate, train, enable, support, inspire, and protect our own employees. Here are examples of some of the ways we try to do these things (all information is as of December 31, 2024):

The Company documents its processes and controls surrounding the validity, accuracy, and completeness of related party transactions. We compile related party listings which management discusses during quarterly disclosure committee meetings. Accounting teams review general ledger and sub-ledger transactions based on the listings to identify and quantify related party transactions. Contracts associated with related party transactions are sent to our General Counsel, who discusses the contracts with the Chief Executive Officer and the Chief Financial Officer for further action. The Company has deemed it reasonable to establish a $0 threshold and to disclose all related party transactions, defined as those transactions between the Company and any “related party” as defined under applicable SEC regulations.

On an ongoing basis, the Audit Committee reviews all related party transactions, if any, for potential conflicts of interest. All such transactions must be approved by the Audit Committee.

The following summarizes all of the related party transactions for Fiscal 2024. All of the below transactions were approved in advance by the Audit Committee.

The Company’s Code of Conduct, which is signed by all employees on an annual basis, requires that all employees avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and the interests of the Company, and must disclose any such conflicts to the Company. Members of the Board and the Company’s executive officers are each required to complete an annual questionnaire which includes disclosure of any interests they have in companies which transact business with Cross Country or any of its affiliates.

The following table sets forth certain information, as of October 14, 2025, regarding the beneficial ownership of our Common Stock by each person who is known by us to be the beneficial owner of 5% or more of our Common Stock, each of our named executive officers, each of our directors and director nominees, and all directors and executive officers as a group. The number of shares of Common Stock beneficially owned includes shares of Common Stock such individual or group has the right to acquire within 60 days of October 14, 2025. The percentages in the last column are based on 32,759,952 shares of Common Stock outstanding on October 14, 2025, plus the number of shares of Common Stock deemed to be beneficially owned by such individual or group pursuant to Rule 13d-3(d)(1) of the Exchange Act. In each case, except as otherwise indicated in the footnotes to the table, the shares shown in the second column are owned directly by the individual or members of the group named in the first column and such individual or group members have sole voting and dispositive power with respect to the shares shown. For purposes of this table, beneficial ownership is determined in accordance with federal securities laws and regulations. Persons shown in the table disclaim beneficial ownership of all securities not held by such persons directly and inclusion in the table of shares not owned directly by such persons does not constitute an admission that such shares are beneficially owned by the director or officer for purposes of Section 16 of the Exchange Act or any other purpose. The address of each director, director nominee, and named executive officer is c/o Cross Country Healthcare, Inc., 6551 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487.

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board, including the Company’s internal controls, the quality of its financial reporting, and the independence and performance of the Company’s independent registered public accounting firm. The Board has adopted a written charter for the Audit Committee, a copy of which is available on our website at www.crosscountryhealthcare.com.

Management has the primary responsibility for the Company’s financial statements and the overall reporting process, including the Company’s system of internal controls. The Company’s independent registered public accounting firm audits the annual financial statements prepared by management, expresses an opinion as to whether those financial statements fairly present the consolidated financial position, results of operations, and cash flows of the Company and its subsidiaries in conformity with U.S. generally accepted accounting principles, as well as expresses an opinion on the effectiveness of internal control over financial reporting, and discusses with us any issues they believe should be raised with us.

The Audit Committee reviewed the Company’s unaudited financial statements for each calendar quarter of 2024, as well as the Company’s audited financial statements for Fiscal 2024, and reviewed and discussed the financial statements with management and Deloitte & Touche LLP (“D&T”), the Company’s independent registered public accounting firm. Management has represented to us that the financial statements were prepared in accordance with U.S. generally accepted accounting principles.

We have received from D&T the written disclosures and the letter required by the applicable rules and standards of the Public Company Accounting Oversight Board (“PCAOB”) and discussed with D&T its independence from the Company and its management. The Audit Committee also discussed with D&T any matters required to be discussed by the applicable rules and standards of PCAOB.

Based on these reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

D&T’s fees for services rendered during the fiscal years ended December 31, 2024 and December 31, 2023 are set forth below.

Audit Fees consist of the fees billed for professional services rendered in connection with our annual audit and review of the financial statements included in our quarterly reports and services that are provided in connection with statutory and regulatory filings or engagements. Audit Fees for 2024 and 2023 included three quarterly reviews for each year. This category also includes fees for comfort letters, consents, assistance with and review of documents filed with the SEC, Section 404 attestation services, work done by tax professionals in connection with the audit or quarterly review, and accounting consultations billed as audit services, as well as other accounting and financial reporting consultation and research work necessary to comply with generally accepted auditing standards. The increase in audit fees from fiscal year 2023 to 2024 was primarily due to the Company’s implementation of a new enterprise resource planning technology in 2024.

Audit-Related Fees consist of the fees for assurance and related services, including due diligence services related to mergers and acquisitions, that are reasonably related to the performance of the audit and review of our financial statements and are not reported under Audit Fees.

Tax Fees consist of services rendered for tax compliance, advice, and planning.

All Other Fees consist of subscription fees for D&T’s accounting research tool.

All of the fees described above were approved by the Audit Committee or the Chairperson of the Audit Committee in advance, as allowed by the Audit Committee charter. The Audit Committee has considered, and is satisfied that, the provision of the services provided by D&T represented under the headings “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” is compatible with maintaining the principal accountant’s independence.

It is the Company’s policy that the Audit Committee pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, and other services. The Audit Committee will consider annually and, if appropriate, approve the scope of the audit services to be performed during the fiscal year. The Chairperson of the Audit Committee has been vested with the authority to approve or pre-approve services to be provided by the independent auditors when expedition of services is necessary, provided that the Chairperson reports any approval or pre-approval decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee is prohibited from delegating its responsibility to pre-approve services of the independent auditor to management. None of the services of the independent auditors were approved by the Audit Committee pursuant to a waiver of the SEC’s rules regarding pre-approval.

This Compensation Discussion and Analysis is designed to provide our stockholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the compensation paid to our named executive officers (“NEOs”), in Fiscal 2024. As discussed in Proposal No. 3, we are conducting a say-on-pay vote this year that requests your approval, on an advisory basis, of the 2024 compensation of our NEOs as described in this section and in the tables and accompanying narrative.

Our NEOs for Fiscal 2024 were:

The philosophy of our executive compensation program is to align pay with performance and key strategic objectives, keep overall compensation competitive, and ensure that we can recruit, motivate, and retain high quality executive officers. Accordingly, our NEOs’ compensation is heavily weighted toward compensation that is performance-based and/or equity-based. Our NEO compensation design for Fiscal 2024 reflects this commitment, as do incentive award funding outcomes, with short-term incentive payouts well below target for Fiscal 2024 and performance shares below target for the three-year measurement period ending December 31, 2024.

Under the guidance of the Board, the Compensation Committee structured the Fiscal 2024 executive compensation program with the goal of ensuring that total direct compensation levels were sufficiently competitive to attract, motivate, and retain high quality executives, that performance-based, “at-risk” incentive compensation was a substantial portion of total compensation opportunities, and that long-term incentive compensation aligned NEOs’ interests with our stockholders’ interests to create long-term stockholder value. Fiscal 2024 long-term incentives were structured with the goals of retaining key NEOs and linking a meaningful portion of NEO total compensation opportunities to longer-term sustainable performance and value creation. The equity-based incentive compensation was also redesigned to reinforce the Company’s near-term and longer-term strategic objectives and to provide NEOs with the opportunity to acquire a stake in our growth and prosperity. The executive compensation program was also structured to incentivize and reward NEOs for making sound business decisions, developing a high performance team environment, accomplishing strategic and operational objectives, and increasing stockholder value, all of which we believe are essential to improving our financial performance and creating success.

Our NEOs’ compensation for Fiscal 2024 consisted of a base salary, an annual cash incentive (or bonus), and long-term equity awards, 50% of which were time-based restricted share awards that vest over three years and 50% of which were performance-based share awards that are earned based on the achievement of certain predetermined performance measures. In Fiscal 2024, the performance-based restricted share awards were based on two performance metrics: (i) three-year cumulative Adjusted EBITDA (a non-GAAP financial measure) (weighted 75%) and (ii) three-year cumulative Adjusted EPS (a non-GAAP financial measure) (weighted 25%). See Annex A of this Proxy Statement for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

For Fiscal 2024, 79% of target total direct compensation for our CEO, and an average of approximately 63% of target total direct compensation for our other NEOs, was performance-based or equity-based. We do not provide defined benefit pension, supplemental retirement benefits, or executive perquisites to our NEOs, as they are not tied to performance.

Our compensation philosophy serves as the basis of the Compensation Committee’s decisions regarding each of the following three components of pay, each of which is discussed below:

As part of its compensation setting process, the Compensation Committee also considers the results of the prior year’s say-on-pay vote, which provides useful feedback regarding the perceived effectiveness of our executive compensation program and the program’s ability to align pay with performance and stockholder interests. For the thirteenth straight year, our executive compensation program received substantial stockholder support, with 95.3% of the votes cast in favor of the 2023 compensation of our NEOs at the 2024 Annual Meeting of Stockholders. As our Compensation Committee believes that the results of the vote reflected our stockholders’ strong support of the compensation decisions made by the Compensation Committee, our Compensation Committee did not approve any significant changes to our NEOs’ 2024 compensation program design as a result of the say-on-pay vote at the 2024 Annual Meeting of Stockholders.