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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §240.14a-12

AMN Healthcare Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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OUR ASPIRATION

We strive to be recognized as the most trusted, innovative, and influential force in helping healthcare organizations provide a quality patient care experience that is more human, more effective, and more achievable.

OUR MISSION

DELIVER
the best talent and insights to help healthcare organizations optimize their workforce
      GIVE
healthcare professionals opportunities to do their best work towards quality patient care
      CREATE
a values-based culture of innovation where our team members can achieve their goals

OUR VALUES

 


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Dear AMN Healthcare Shareholders,

After several years of unprecedented growth supporting our clients during the global pandemic, 2023 was a year of our clients rebuilding their permanent workforces and returning to more normalized utilization of our services. We saw contraction in demand in our businesses that had the most accelerated growth during the pandemic, like our travel nurse business, and we saw continued growth in businesses like locum tenens and language services that grew more normally during the pandemic. We effectively partnered with our clients and healthcare professionals to navigate the once-in-a-generation disruptions to healthcare created by the pandemic while we proactively managed down our expense base as demand for many of our services normalized. We focused on strong financial discipline while investing in initiatives and acquisitions that will strongly position us in the future. Key accomplishments include:

Strong cash flow generation, with cash flows from operations of $372 million in 2023;
Record capital expenditure of more than $100 million directed substantially to initiatives to improve, reinforce, and better deliver our unique value proposition as one operating company and brand;
$425 million in share repurchases; and
Our Acquisition of MSDR, which strengthens our presence and capabilities in the high-growth locum tenens market.

Your Board and AMN Healthcare see substantial opportunities ahead as we expect our business to benefit from long-term demand for healthcare professionals and an increasing need for our technology and workforce services. Our growth strategy is centered around positioning ourselves to gain share in a relatively unconsolidated market by supporting clients across a continuum of needs and preferences and serving them with our comprehensive solution set delivered through one platform.

The company is already starting to see the results of the strategic investments and process improvements we put in place this past year, generating momentum that we expect to position us for success in 2024 and beyond. This letter shares a brief overview of the key strategies we expect to drive our growth, the reasons we believe those strategies are right for today’s healthcare market, and the Board and management priorities guiding us for the coming year.

>220,000
AMN Passport
Downloads
Forbes Best Employers
For Women

2023
Newsweek America’s
Most Responsible
Companies

2020-2023

Tech-Centric Total Talent Solutions Company

Our long-term growth is guided by three key pillars which we are aggressively pursuing in 2024:

Investing in Innovation. In 2023 we directed nearly 50% of capital expenditures to new and enhanced digital programs. These investments are critical to achieving productivity gains, market differentiation and revenue growth. Clients are looking for continued innovation to help them with their workforce challenges and today, more than 30% of AMN Healthcare’s total segment operating income is derived from our technology and workforce solutions segment that helps our clients find the talent they need and optimize their workforce planning and management.
We are especially pleased with the progress of our Passport and ShiftWise Flex solutions. As of December 31, 2023, more than 220,000 nurse and allied health professionals use the Passport mobile application to find and apply for jobs, sign contracts, manage credentials, and track pay, time and patient care impact. ShiftWise Flex takes our vendor management system to new heights of effectiveness in automating and streamlining the contingent labor process for nursing, allied health, locums, and non-clinical professionals. Customers benefit from innovations that include expanded labor sourcing channels, easy integration with a healthcare organization’s internal information systems, and data-driven insights from a host of new reporting and dashboard features.

2024 Proxy Statement AMN Healthcare 3


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A Letter from Our CEO & Independent Board Chairman

Delivering on our Unique Value Proposition as OneAMN. You will increasingly see the company communicate as OneAMN. More than a slogan, our OneAMN initiative that began in 2023 unifies our different company identities and solutions under the powerful, market-leading AMN Healthcare brand experience. It also crystallizes our total talent management approach, underscoring the extensive menu of integrated solutions we bring to clients to meet their permanent, flexible and contingent talent needs.
Maintaining Strong Financial Discipline. Our emphases are to grow profitability through expansion of our higher margin businesses and suite of technology applications, maximizing free cash flow, maintaining targeted capital investment levels, and managing our balance sheet to provide liquidity and borrowing capacity.

Meeting Healthcare’s Needs
We believe our strategies are powerful because they address the healthcare industry’s most urgent needs. Healthcare organizations need a range of cost-effective, productive talent solutions to deliver on their mission of care. Persistent clinician and administrator shortages driven by structural supply-demand imbalances require effective recruitment and retention of quality talent along with staffing and scheduling optimization. AMN Healthcare’s experience, record of success, integrated and flexible solutions platform, and cultural alignment have made us a partner of choice for healthcare providers.

Management Priorities
AMN Healthcare is focused intently on several priorities we have identified as central to achieving long-term value creation:

Sustainable Growth. We aim to ensure that our growth is not transitory. That entails continued strategic diversification of revenue streams for effective risk management and market adaptability.
Flexible, Tech-Intensive Solutions. Future solutions to the healthcare talent demands and constraints will need to be wider-ranging, more flexible and tech-intensive. We will continue to design our solutions around our customer’s needs and preferences, focused on speed, efficiency and ease of use.
Broader and Deeper Engagement with Clients. We see significant opportunities to engage with our clients as their trusted partner for their comprehensive talent needs rather than from a transactional, single-problem perspective. We can take advantage of our broad solutions portfolio and insight from our data analytics to develop deeper long-term relationships with our clients.
Our Continuing Commitment
We have an unwavering commitment to support and create value for our clients, healthcare professionals, employees and communities. As part of that commitment, we continue to perform strongly against our environmental, social, and governance (ESG) objectives, which align with the healthcare industry’s emphasis on promoting health equity and diversity in the workforce. Recognizing that the results in this letter are made possible by our people, we continue to invest in attracting, developing and promoting the best talent. We welcomed new team members and promoted top talent from outside and inside the company in 2023, including four leaders on our Executive Leadership team. We believe a workforce with diverse backgrounds and ideas fuel innovation, and are proud that 69% of our team members are female and 43% of our team members come from diverse backgrounds. We strive to be the employer of choice for both our corporate employees and the hundreds of thousands of healthcare professionals we work with to help them achieve their professional aspirations.
Further details are provided in this proxy on our initiatives in diversity, climate, risk management, internal controls, governance, and related programs. We will also share additional information in our annual Sustainability and Social Impact Report (our “Impact Report”).

The Board believes AMN Healthcare is on the right path to deliver on our objectives and reward the commitment of our fellow shareholders. We thank you for your support and invite you to explore the information in this proxy statement and to attend our Annual Meeting of Shareholders on April 19, 2024 at 8:30 a.m. Central Time. We will conduct our Annual Meeting virtually. We cordially invite you to join us and have included instructions for participating in our Annual Meeting under the General Information Section of this proxy statement.

Gratefully Yours,

     
DOUGLAS D. WHEAT
Chairman of the Board
         
CARY GRACE
President and Chief Executive Officer

4 AMN Healthcare 2024 Proxy Statement


Table of Contents

Notice of Annual Meeting of Shareholders 06
Proxy Statement Summary 07
Our Strategy and Total Talent Solutions 07
2023 Performance Highlights 08
Proxy Voting Roadmap 10
Corporate Governance 14
     
Proposal 1: Election of Our Directors 15
AMN Healthcare Board of Directors 15
Director Nominee Snapshot 15
Skills and Experience 16
Director Biographies 18
Board Effectiveness 23
Director Nomination Process 23
Onboarding and Continuing Education 25
Board and Committee Self-Evaluation Process 25
Refreshment 26
Our Corporate Governance Program 27
Key Corporate Governance Practices 27
Shareholder Engagement 27
Board Oversight 29
Sustainability and Social Impact 32
Our Journey and Accolades 32
Corporate Governance 33
Health and Wellness 36
Diversity, Equity and Inclusion 38
Sustainability 41
Political Activity and Trade Associations 42
Policies and Procedures Governing Conflicts of Interest and Related Party Transactions 42
Board and Committee Structure 43
Board Leadership Structure 43
Committees of the Board 44
Compensation Committee Interlocks and Insider Participation 47
Talent and Compensation Committee Consultant Independence 47
Meetings and Attendance 49
Executive Sessions 49
Director Compensation and Ownership Guidelines 50
Director Cash Compensation 50
Director Equity Compensation 51
Director Compensation Table 51
Director Equity Ownership Requirement 52
Executive Officers 53
Executive Compensation 55
     
Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation 56
2023 Pay and Performance 57
Performance Goals for 2024 58
Compensation Committee Report 58
Compensation Discussion and Analysis 59
Executive Summary 59
Executive Compensation Practices 61
Principal Components of our Compensation Program 69
Our Compensation Determination Process 72
Our 2023 Compensation Program and Results 74
Additional Compensation Practices 81
Our 2024 Executive Compensation Program 83
Executive Compensation Disclosure 85
Summary Compensation Table 85
Grants of Plan-Based Awards 87
Outstanding Equity Awards at Fiscal Year End 89
Option Exercises and Stock Vested 91
Nonqualified Deferred Compensation 91
Termination of Employment and Change in Control Arrangements 92
CEO Pay Ratio 95
Pay Versus Performance 95
Audit Committee Matters 101
     
Proposal 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm 102
Selection and Engagement of KPMG as Our Independent Registered Public Accounting Firm 102
Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees 103
Report of the Audit Committee 103
Officer Exculpation 105
     
Proposal 4: Approval of a Proposed Amendment and Restatement of Our Certificate of Incorporation to Provide for Officer Exculpation 105
Security Ownership and Other Matters 107
General Information 110
Exhibit A to Proxy Statement – Non-GAAP Reconciliation for Consolidated Adjusted EBITDA and Consolidated Pre-Bonus Adjusted EBITDA for Purposes of 2023 Bonus Achievement 115
Exhibit B to Proxy Statement – Second Amended and Restated Certificate of Incorporation of AMN Healthcare Services, Inc., a Delaware Corporation 117

2024 Proxy Statement AMN Healthcare 5


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DATE AND TIME
April 19, 2024 8:30 a.m.
(Central Time)
      LOCATION
www.virtualshareholdermeeting.com/AMN2024
RECORD DATE
February 21, 2024


Voting Matters
                                                       
Recommendation Page
1 To elect eight directors to the Board of Directors FOR 15
2 To approve, by non-binding advisory vote, the compensation paid to named executive officers FOR 56
3 To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2024 FOR 102
4 To approve a proposed amendment and restatement of our certificate of incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law FOR 105

We will also take action upon any other business as may properly come before the 2024 Annual Meeting and any adjournments or postponements of that meeting.

How to Vote Your Shares

ONLINE
Please follow the internet voting instructions sent to you and visit www.proxyvote.com, any time up until 11:59 p.m. (Eastern Time) on April 18, 2024.
MAIL
If you received printed materials, please mark, date and sign your proxy card per the instructions and return it by mail in the pre-addressed envelope provided. The proxy card must be received prior to the 2024 Annual Meeting to be counted.
     
CALL
Please follow the telephone voting instructions sent to you and call 1 (800) 690-6903, any time up until 11:59 p.m. (Eastern Time) on April 18, 2024.
DURING THE MEETING
You can also cast your vote at our Virtual Shareholder Meeting. Even if you plan to attend, we encourage you to vote in advance by internet, telephone or mail so your vote will be counted if for some reason you are unable to attend.

Your vote is important. Please note that if your shares are held by a bank, broker, or other recordholder and you wish to vote them at the meeting, you must obtain a legal proxy from that recordholder.

We will be using the Securities and Exchange Commission’s Notice and Access model (“Notice and Access”), which allows us to make proxy materials available electronically, as the primary means of furnishing proxy materials. We believe Notice and Access provides shareholders with a convenient method to access our proxy materials and vote. It also allows us to conserve natural resources which aligns with our commitment to sustainability by reducing our environmental footprint as well as reducing the costs associated with printing and distributing our proxy materials. On or about March 5, 2024, we will commence mailing by sending a Notice of Internet Availability of Proxy Materials to our shareholders with instructions on how to access our proxy statement and 2023 Annual Report, including the financial statements set forth in our annual report on Form 10-K, online and how to cast your vote. The Notice also contains instructions on how to receive a paper copy of the proxy statement and 2023 Annual Report.

March 5, 2024
By Order of the Board of Directors,

WHITNEY M. LAUGHLIN
Chief Legal Officer and Corporate Secretary

6 AMN Healthcare 2024 Proxy Statement


Table of Contents

Our Strategy and Total Talent Solutions

AMN Healthcare is a tech-centric total talent solutions company, the leader and innovator in total talent solutions for healthcare organizations across the nation. We offer total talent solutions that enable high quality, flexible workforce and care delivery and we design our services around our customers’ needs and preferences to enable flexible deployment. Across three operating segments, our suite of healthcare workforce solutions includes managed services programs, vendor management systems, medical language interpretation services, predictive labor analytics, workforce optimization technology and consulting, clinical labor scheduling, recruitment process outsourcing, and revenue cycle solutions. We enable our clients to build and manage their workforce in part by leveraging our talent network comprised of thousands of highly skilled healthcare professionals.

NURSE & ALLIED
SOLUTIONS
      PHYSICIAN & LEADERSHIP
SOLUTIONS
      TECHNOLOGY &
WORKFORCE SOLUTIONS

WORKFORCE STAFFING
Travel Nursing
Allied Healthcare
Local Staffing
Rapid Response
Revenue Cycle Solutions
School Staffing
Labor Disruption
International Staffing and Permanent Placement

WORKFORCE STAFFING
Physician Staffing
Interim Leadership
LEADERSHIP SEARCH
Executive Search
Academic Leadership
Clinical Leadership
PHYSICIAN SEARCH
Retained Search for Physicians and Advanced Practices

TALENT MANAGEMENT
Vendor Management Systems
Recruitment Solutions
Float Pool Management
Scheduling & Staff Planning
VIRTUAL CARE
Language Services


2024 Proxy Statement AMN Healthcare 7


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Proxy Statement Summary

2023 Performance Highlights

Execution of Strategic Imperatives

In 2023, we focused on building sustainable growth across our core service offerings while investing in innovative solutions that we believe will drive value across our portfolio and deliver strong performance for our shareholders.

Accelerated AMN Healthcare’s Digital Transformation through AMN Passport, our Industry-leading Mobile App
Enhanced branding initiative to drive greater recognition of the breadth and depth of our presence in the marketplace for healthcare workforce solutions
Enhanced Digital Experience for Clients and Healthcare Professionals
Launched Shiftwise FLEX, the latest generation of our market-leading vendor management system

Sustained Financial Discipline

Sustainability and Social Impact

Our sustainability and social impact strategy is premised on the core belief that achieving measurable results in ESG initiatives provides us with a competitive advantage improving stakeholder engagement, supporting talent acquisition and retention, and driving innovation.

Strategic Investments to Enhance Our Value Proposition

Our transformative growth over the past two decades has positioned us to lead the digital transformation of the healthcare industry by investing in scalable innovations designed to solve our clients’ greatest workforce challenges, enabling them to deliver on their mission to advance health equity and improve patient outcomes.

https://www.amnhealthcare.com/siteassets/amn-insights/news-and-features/amn-healthcare-2023-sustainability-and-social-impact-report.pdf(1)

     
(1) Documents, reports, and information on the Company’s website are not incorporated by reference in this proxy statement.

8 AMN Healthcare 2024 Proxy Statement


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Proxy Statement Summary

Our Evolution into a Leader in Total Talent Solutions

 

Where We Are Making Investments In Technology

Personalized
Digital Experience
Augmented
Human Intelligence
Data Analytics
Platform
Mobile
Applications

Over 50% of Our Annual Capex is planned for Innovation and Digital Enhancements

2024 Proxy Statement AMN Healthcare 9


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The summary below highlights certain information that may be found elsewhere in this proxy statement. We encourage you to read the entire proxy statement before casting your vote. Our proxy statement and related materials are first being made available to our shareholders on or about March 5, 2024.

Proposal
1
Election of Our Directors
The Board of Directors recommends a vote “FOR” the election of each of the director nominees. See page 15    

Directors at a Glance


10 AMN Healthcare 2024 Proxy Statement


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Proxy Voting Roadmap

Age       Tenure       Diversity

Proposal
2
Advisory Vote to Approve Named Executive Officer Compensation
The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. See page 56    

Our executive compensation program adopts a pay-for-performance philosophy structured to balance near-term results with the Company’s long-term success that enables us to attract, retain and appropriately reward our executive team for delivering shareholder value. The Executive Compensation portion of this proxy statement contains a detailed description of our compensation philosophy and programs, the compensation decisions made under those programs with regard to our named executive officers (“NEOs”) for 2023, and the factors considered by the Talent and Compensation Committee in making those decisions. The Board of Directors recommends shareholder approval of the compensation paid to our NEOs as disclosed in this proxy statement.

2023 CEO Target Compensation Mix
   
Base Salary
Fixed base of cash compensation
Annual Cash Incentive Bonus
One-year performance period, aligned with our strategic priorities
70% of target values are directly tied to measurable financial measures (known as the “Financial” component)
30% of target values are directly tied to non-financial factors (known as the “Leadership” component)
Equity/Long-Term Incentive
Three-year performance/vesting period
Actual payout dependent upon long-term financial and stock performance and retention
All Other Compensation

2024 Proxy Statement AMN Healthcare 11


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Proxy Voting Roadmap

Our Total Return vs. Russell 2000

3 Year Total Return (%)       5 Year Total Return (%)       10 Year Total Return (%)

Pay Aligned with Financial Performance

CEO Compensation vs Revenue(1)       CEO Compensation vs Adjusted EBITDA(1)

Say-on-Pay Results

In 2023, we received 92% of votes in favor of our Say-on-Pay proposal (based on shares voting). Since 2015, our Say-on-Pay results have averaged 95% (based on shares voting), which we believe reflects our pay-for-performance philosophy and level of engagement with our shareholders.

12 AMN Healthcare 2024 Proxy Statement


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Proxy Voting Roadmap

Proposal
3
Ratification of the Appointment of Our Independent Registered Public Accounting Firm
The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. See page 102    

In February 2024, the Audit Committee appointed KPMG LLP (“KPMG”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. KPMG has been retained as the Company’s independent registered public accounting firm continuously since 2001. The Audit Committee is directly involved in the annual review and engagement of KPMG to ensure continuing audit independence, and the Audit Committee and the Board believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. See “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” on page 103 and “Report of the Audit Committee of the Board of Directors” on page 103. Representatives of KPMG are expected to participate in the Annual Meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Proposal
4
Approval of a Proposed Amendment and Restatement of Our Certificate of Incorporation to Provide for Officer Exculpation
The Board of Directors recommends a vote “FOR” the approval of a proposed amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company from personal liability under certain circumstances as permitted by Delaware law. See page 105    

Effective August 1, 2022, the State of Delaware, which is the Company’s state of incorporation, enacted legislation that permits Delaware companies to limit the liability of certain of their officers in limited circumstances. In light of this update, we are proposing to amend and restate the Company’s Amended and Restated Certificate of Incorporation to authorize exculpating certain of the Company’s officers from liability in certain specific circumstances, as permitted by Delaware law. After careful consideration, the Board determined that it is in the best interests of the Company and our shareholders to amend and restate the Company’s Amended and Restated Certificate of Incorporation as described herein.

2024 Proxy Statement AMN Healthcare 13


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Proposal
1
Election of Our Directors
The Board of Directors recommends a vote FOR the election of each of the director nominees.    

Eight directors are to be elected at our 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to hold office until our next annual meeting or until their successors are duly elected and qualified, or until the director retires, resigns, is removed or becomes disqualified. In February 2024, one of our directors, Ms. Martha Marsh, informed the Board of her decision not to stand for re-election at the Annual Meeting. As a result of Ms. Marsh’s decision not to stand for re-election, the Board approved a decrease in its size to eight members, effective upon the election of the Company’s directors at the Annual Meeting.

The proxy will be voted in accordance with the directions stated on the card, or, if no directions are stated, for election of each of the eight nominees listed below. Upon the recommendation of the Board’s Corporate Governance and Compliance Committee (the “Governance and Compliance Committee”), the Board has nominated for election the eight directors listed below, all of whom are currently serving as directors on our Board. The director nominees for election are willing to be duly elected and to serve. If any such nominee is not a candidate for election at the Annual Meeting, an event that the Board does not anticipate, the proxies may be voted for a substitute nominee(s). The business experience, board service, qualifications and affiliations of our director nominees are set forth below. We believe we have a slate of director nominees that are well-positioned to represent our shareholders and oversee the Company’s strategy, business operations and financial strength.

AMN Healthcare Board of Directors

The Board represents a range of characteristics, skills and experiences in areas that are relevant to and contribute to the Board’s oversight of the Company’s strategic objectives and to reflect a diversity of personal backgrounds. Diversity of race, ethnicity, gender and age are taken into account in director nominations. We believe a diverse organization, including our Board, leads to innovation and successful outcomes. Below, we include the demographic information for each director nominee and describe the key experiences, qualifications, skills and attributes the director nominee brings to the Board that, for reasons discussed in the chart below, are important to our businesses and strategic objectives. The Board considered these key experiences, qualifications, skills and attributes and the nominees’ other qualifications in determining to recommend that they be nominated for election.

Director Nominee Snapshot

Independent
Director Tenure
   Age    Gender Diversity    Racial Diversity    Independence
Average Less than
10 years
Average 65 years 50% Female 38% BIPOC 88% Independent
Directors

2024 Proxy Statement AMN Healthcare 15


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Corporate Governance

Skills and Experience

 
Skills, Competency
or Attribute
Caballero Foletta Fontenot Grace Harris Jones Trent-
Adams
Wheat
Healthcare Industry
C-Suite Leadership
Finance/Audit
Legal/Risk Management
Mergers & Acquisitions
Human Capital Management
Government/Policy Advocacy
Digital/Technology
Demographic Background
Tenure 2 11 4 1 18 5 3 24
Gender M M F F M F F M
Race/Ethnicity
African American or Black
Hispanic or Latinx
White

16 AMN Healthcare 2024 Proxy Statement


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Corporate Governance

Healthcare Industry  
We generally seek directors who have knowledge of and experience in the healthcare industry, which is useful in understanding the needs, regulatory requirements and complexities of our clients and healthcare professionals.
C-Suite Leadership  
We believe that directors who have served in executive positions are important because they have the experience and perspective to analyze, shape and oversee our strategy and the growth and preservation of shareholder value.
Finance/Audit  
We are committed to strong financial discipline, effective allocation of capital and accurate disclosure practices. We believe that financial expertise on the Board is instrumental to our success.
Legal/Risk Management  
We operate in a constantly changing and increasingly complex regulatory environment. Directors with regulatory compliance oversight and enterprise risk management experience play an important role in the Board’s ability to oversee our enterprise risk management program and legal and compliance risks.
Mergers & Acquisitions  
We believe that our ability to achieve our long-term growth objectives will require a combination of organic growth and growth by acquisition. We believe that M&A expertise on the Board provides valuable insight and oversight of our growth strategies and achievement of financial goals.
Human Capital Management  
We have a large and diverse workforce which represents one of our key resources as well as one of our largest expenses. We believe experience in managing a large workforce is important to ensure that we have sufficient talent, robust development and retention practices and maintain our commitment to diversity, equity and inclusion.
Government/Policy Advocacy  
We operate in a changing healthcare industry. State and federal government experience and an understanding of policy development enhance the Board’s ability to provide effective oversight of government policy and regulatory risk.
Digital/Technology  
Our business has become increasingly complex as we have accelerated our digital transformation and expanded our service offerings to include more technology related solutions. This digital transformation requires a sophisticated level of technology resources and infrastructure as well as technological expertise, and, accordingly, we believe digital transformation expertise on the Board contributes to our success.

2024 Proxy Statement AMN Healthcare 17


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Corporate Governance

Director Biographies

Set forth below is a brief description of the backgrounds and qualifications of each director. These, along with the skills and experience described earlier in this section, led the Board to conclude that the director should be nominated for election at the 2024 Annual Meeting.

     
Jorge A. Caballero | 67
Committee: Audit Committee (Financial Expert);
Corporate Governance and Compliance Committee (Chair)
Director Since: 2021
Skills & Qualifications:
Finance/Audit | Mergers & Acquisitions | Legal/Risk Management

    Qualification Highlights
Managing Partner of Deloitte’s Business Tax Services U.S.-India practice (2016 – 2019)
New Jersey Tax Managing Partner of Deloitte (2003 – 2011)
Assistant Vice President of Tax of Beneficial Corporation, a consumer finance company that was acquired by Household International, Inc. in 1998 (1983 – 1986)
   
Board Experience
Deloitte Tax LLP, a global professional services firm and one of the Big Four accounting firms, where he was the Chief Diversity Officer (2009 – 2016)
United Way of Essex and West Hudson in New Jersey, a non-profit organization where he served as the chair of Board of Directors and Finance Committee (2003 – 2019)
The College of New Jersey, where he served as the chair of the Board of Directors, Finance Committee, and Audit and Risk Management Committee (2007 – 2019)
Jersey Battered Women’s Service, a private, non-profit agency, where he served as the chair of the Finance, Human Resources, and Infrastructure Committees (1993 – 2001)
Mr. Caballero brings to the Board significant public company accounting and financial reporting expertise and a top-level perspective in organizational management. Mr. Caballero’s career has provided him with practical knowledge of executive management of complex, global businesses and extensive experience in a wide range of financial and accounting matters including management of global financial operations, financial oversight, risk management and the alignment of financial and strategic initiatives. Mr. Caballero also brings deep corporate governance experience through his work with public and private companies and in his board leadership positions at Deloitte and extensive experience in mergers and acquisitions, a critical component to the Company’s growth strategy. The Board has determined that Mr. Caballero qualifies as an audit committee financial expert and has appointed him to the Audit Committee. Mr. Caballero serves as the Chair of the Corporate Governance and Compliance Committee.

     
Mark G. Foletta | 63
Committee: Audit Committee (Financial Expert); Talent and
Compensation Committee
Director Since: 2012
Skills & Qualifications:
Finance/Audit | Healthcare Industry |
C-Suite Leadership | Legal/Risk Management

    Qualification Highlights
Executive Vice President and Chief Financial Officer of Tocagen Inc., a brain cancer biotechnology company (February 2017 until its acquisition by Forte Biosciences, Inc. in March 2020)
Interim Chief Financial Officer of Biocept, Inc., a publicly traded diagnostics company (August 2015 – July 2016)
Senior Vice President, Finance and Chief Financial Officer of Amylin Pharmaceuticals, Inc. (March 2006 – October 2012)
Vice President, Finance and Chief Financial Officer of Amylin (March 2000 – March 2006)
Certified Public Accountant (inactive) and a member of the Corporate Directors Forum
   
Board Experience
DexCom, Inc., a publicly traded diabetes care technology company, where he is the Lead Independent Director (November 2014 – present)
Enanta Pharmaceuticals, a publicly traded biotechnology company, where he is the Chair of the Audit Committee (June 2020 – present)
Regulus Therapeutics Inc., where he served as Chair of the Audit Committee and a member of the Nominating and Governance Committee (February 2013 – June 2018)
Viacyte, Inc., a privately held company (sold in 2022)
Ambit Biosciences Corporation, where he served as Chair of the Audit Committee (sold in 2014)
Anadys Pharmaceuticals, Inc. (sold in 2011)
Mr. Foletta brings to the Board considerable audit, financial, healthcare and enterprise risk management experience as both an executive officer and director of healthcare companies. Mr. Foletta assisted with developing and launching the initial enterprise risk management assessment at Amylin Pharmaceuticals and guided the launch of the initial risk management assessment at both Regulus and DexCom. Mr. Foletta’s prior experience as a public company CFO provides the Board with extensive public company accounting and financial reporting expertise to guide the Company’s commitment to strong financial discipline, effective allocation of capital and accurate disclosure practices. The Board has determined that Mr. Foletta qualifies as an audit committee financial expert and has appointed him to the Audit Committee.

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Corporate Governance

     
Teri G. Fontenot | 70
Committee: Audit Committee (Chair) (Financial Expert)
Director Since: 2019
Skills & Qualifications:
Finance/Audit | Healthcare Industry |
Government/Policy Advocacy | C-Suite Leadership |
Human Capital Management

    Qualification Highlights
President and CEO of Woman’s Hospital, the largest independently-owned women’s and infant’s hospital in the United States providing comprehensive subspecialty services to women (March 1996 – March 2019)
Chief Financial Officer and Executive Vice President of Woman’s Hospital (1992 – 1996)
Chief Financial Officer of three other hospitals located in Louisiana and Florida prior to joining Woman’s Hospital (1985 – 1992)
Certified Public Accountant (inactive)
Advisory Committee on Research on Women’s Health for the National Institutes of Health (1999 – 2005)
   
Board Experience
Amerisafe, Inc., a publicly traded specialty provider of workers’ compensation insurance, where she serves on the Audit, Risk and Governance Committees (June 2016 – present)
Orlando Health, Inc., a not-for-profit organization, where she serves on the Executive and Clinical Quality Committees (September 2021 – present)
Baton Rouge Water Company (2009 – Present) and Dynamic Access Therapy (May 2021 – present) both privately held companies
LHC Group, Inc., a publicly traded in-home healthcare services company, where she served on the Clinical Quality and Corporate Development Committees and as Chair of the Audit Committee (2019 until its sale to United Healthcare in February 2023)
Landauer (a formerly publicly traded company), where she served on its Audit and Governance Committee, until its sale in 2017
PELITAS, a privately held company (June 2021 until its sale in 2022)
Sixth District Federal Reserve Bank of Atlanta, including as its Audit Committee chair for two years (2004 – 2009)
Served on numerous healthcare boards at a local, state and national level, including the Board of Directors of the Louisiana Hospital Association, and the American Hospital Association where she served as Chairperson (2012)
Ms. Fontenot brings substantial operational and strategic experience in the healthcare industry as a former chief executive officer and chief financial officer of four healthcare institutions and as a board member for healthcare-related organizations. Ms. Fontenot’s more than 30 years in healthcare and finance leadership provides valuable insights into the Company’s strategic discussions regarding the dynamic economic environment and healthcare industry and continued development of client-centric total talent solutions. The Board has determined that Ms. Fontenot qualifies as an audit committee financial expert and has appointed her as Chair of the Audit Committee.

     
Cary Grace | 55
Committee: Executive Committee
Director Since: 2022
Skills & Qualifications:
C-Suite Leadership | Mergers & Acquisitions |
Digital/Technology | Finance/Audit | Human Capital
Management | Legal/Risk Management | Healthcare Industry

    Qualification Highlights
President and CEO of AMN Healthcare Services, Inc. (November 2022 – present)
Chief Executive Officer of the Global Retirement, Investment and Human Capital Solutions business at Aon PLC (2016 – January 2020)
Various Executive Leadership Positions within AON, including CEO of AON Health Exchanges (2012 – 2019)
Bank of America, where she led several institutional and private banking businesses, including their $9 billion Mass Affluent Client Business (1998 – 2012)
   
Board Experience
State Farm Insurance, a mutual company offering auto, home, life and health insurance as well as investment services (2022 – present)
League, Inc., a privately held digital platform and technology company empowering consumer health engagement (2020 – present)
FinTech Evolution Acquisition Group, where she served as Chair of the Audit Committee (2021 – March 2023)
Ms. Grace brings to the Board more than three decades of experience developing and executing profitable growth strategies for leading professional and financial services organizations across human capital, banking, investments, health, and mergers and acquisitions, including most recently at AON, where Ms. Grace led AON’s Global M&A integration team, its Enterprise Client Management function as well as its digitally enabled private health exchanges. While at AON, Ms. Grace also served on its Policy and Governance Team, served on the Operating Committee and was named an executive officer of the corporation. Ms. Grace’s extensive experience in leading initiatives and services with a focus on digital enablement provides valuable insight and leadership as the Company continues to evolve and develop technology related and enabled solutions for clients and healthcare professionals. Ms. Grace is also a passionate advocate for diversity and inclusion and with deep knowledge of environmental, social and governance (ESG) in business, causes closely tied to the Company’s purpose and values and a key differentiator providing a competitive advantage.

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Corporate Governance

     
R. Jeffrey Harris | 69
Committee: Corporate Governance and Compliance
Committee; Talent and Compensation Committee;
Executive Committee
Director Since: 2005
Skills & Qualifications:
Legal/Risk Management | Mergers & Acquisitions |
Healthcare Industry | C-Suite Leadership

    Qualification Highlights
Of Counsel at Apogent Technologies, Inc., a laboratory, life science and diagnostic products company (December 2000 – 2003)
Vice President, General Counsel and Secretary at Apogent Technologies, Inc., formerly Sybron International (1988 – 2000)
   
Board Experience
Sybron Dental Specialties until it was acquired by Danaher Corporation (April 2005 – 2006)
Playtex Products, Inc. until it was acquired by Energizer Holdings (2001 – October 2007)
Prodesse, Inc., an early-stage biotechnology company, until it was acquired by Gen-Probe Incorporated (2002 – 2009)
Apogent Technologies, Inc. until it was acquired by Fisher Scientific International, Inc. (2000 – 2004)
Guy & O’Neill, Inc., a privately held private label and contract manufacturing company (2008 – 2018)
President, board member (former Chairman) and a co-founder of BrightStar Wisconsin Foundation, Inc., a non-profit economic development corporation (2013 – 2021)
Mr. Harris brings considerable mergers and acquisitions experience to the Board, which is a key component of the Company’s growth strategy. Mr. Harris’ legal, regulatory and corporate governance expertise provides valuable insights to the Board and Management as we operate in a constantly changing and increasingly complex regulatory environment and strive to deliver industry-leading results supported by strong governance and compliance practices.

     
Daphne E. Jones | 66
Committee: Audit Committee; Corporate Governance and
Compliance Committee
Director Since: 2018
Skills & Qualifications:
Digital/Technology | Healthcare Industry | C-Suite Leadership

    Qualification Highlights
Senior Vice President, Digital/Future of Work for GE Healthcare, the healthcare business of GE (May 2017 – October 2017)
Senior Vice President, Chief Information Officer for GE Healthcare Diagnostic Imaging and Services (August 2014 – May 2017)
Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies (October 2009 – June 2014)
Chief Information Officer at Johnson & Johnson (2006 – 2009); served in various information technology roles with Johnson & Johnson (1997 – 2006)
Founder, The Board Curators, LLC (July 2021 – present)
Founder, Destiny Transformations Group, LLC (April 2018 – present)
   
Board Experience
Masonite International Corp., a publicly traded global designer, manufacturer, and distributor of internal and external doors for the construction and renovation industry, where she serves as a member of the Corporate Governance and Nominating Committee (February 2018 – present)
Barnes Group Inc., a publicly traded industrial products and aerospace company, where she serves on the Audit Committee (September 2019 – present)
Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College Community (January 2017 – October 2018)
Ms. Jones brings to the Board considerable information technology, global digital technology use, data management and privacy experience as a seasoned C-Suite executive with extensive experience in multinational corporations. Ms. Jones’ digital use and technology expertise and experience provides valuable insights in leading innovative change, technological advancement and strategic growth and is critical to our successful execution of our technology and digital strategies.

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Corporate Governance

     
Sylvia Trent-Adams | 58
Committee: Talent and Compensation Committee;
Corporate Governance and Compliance Committee
Director Since: 2020
Skills & Qualifications:
Healthcare Industry | Government/Policy Advocacy |
C-Suite Leadership | Human Capital Management

    Qualification Highlights
President, University of North Texas Health Science Center at Fort Worth (September 2022 – present)
Executive Vice President and Chief Strategy Officer of the University of North Texas Health Science Center at Fort Worth (October 2020 – September 2022)
Served in the U.S. Public Health Service Commissioned Corps, including service as Deputy Surgeon General and Acting Surgeon General of the United States (1992 – 2020)
Held leadership roles in the U.S. Department of Health and Human Services, including as Principal Deputy Assistant Secretary for Health (January 2019 – September 2020)
   
Board Experience
University of Minnesota School of Nursing, Board of Visitors (2020 – 2023)
Institute for Healthcare Improvement, an independent not-for-profit organization, focused on advancing and sustaining better outcomes in health and healthcare (2022 – present)
One Safe Place, a non-profit organization (2022 – present)
Dr. Trent-Adams is an active C-Suite healthcare leader and provides the Board with valuable insights as the Company continues to evolve to serve the more diverse needs of our clients and the complexities of large growing health systems and to proactively anticipate their needs driven by changes in care delivery, reimbursement, and other factors. Dr. Trent-Adams’ experience serving in high levels of the federal government health service and understanding of the drivers and development of public policy enhances the Board’s ability to provide effective oversight of clinical quality, government policy and regulatory risk, all of which are critical to the successful design and implementation of our growth strategy.

     
Douglas D. Wheat | 73
Board Chair
Committee: Executive Committee (Chair)
Director Since: 1999
Skills & Qualifications:
Legal/Risk Management | Mergers & Acquisitions |
Finance/Audit

    Qualification Highlights
Managing Partner of Wheat Investments, a private investment firm (2015 – present)
Founding and Managing Partner of Southlake Equity Group (2007 – 2015)
President of Haas Wheat & Partners (1992 – 2006)
Founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing
Practiced corporate and securities law in Dallas, Texas (1974 – 1984)
   
Board Experience
Overseas Shipholding Group, a publicly traded ocean transportation services company, where he serves as Chairman (2014 – present)
International Seaways, Inc., a publicly traded oil and gas tanker company, where he serves as Chairman (2016 – present)
Former member of the Board of Directors of several other companies including Dex Media, Inc. (Vice Chairman), SuperMedia, prior to its merger with Dex One (Chairman), Playtex Products (Chairman), Dr. Pepper/Seven-Up Companies, Inc., Dr. Pepper Bottling of the Southwest, Inc., Walls Industries, Inc., Alliance Imaging, Inc., Thermadyne Industries, Inc., Sybron International Corporation, Nebraska Book Corporation, ALC Communications Corporation, Mother’s Cookies, Inc., and Stella Cheese Company
Mr. Wheat brings to the Board significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions, all of which are critical to the successful design and implementation of our growth strategy. Additionally, Mr. Wheat has significant experience serving the Company under different operating environments, management teams and financial market cycles strengthening the Board’s collective knowledge, perspective, and capabilities to guide the Company through both anticipated and unexpected environments.

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Corporate Governance

     
Martha H. Marsh
RETIRING DIRECTOR

Ms. Marsh will be retiring from the Board effective upon the conclusion of the Annual Meeting. AMN Healthcare and its Board would like to recognize and thank Ms. Marsh for her dedicated and tenured service to the Company and the Board.
During Ms. Marsh’s 13 years of service on the Board, she has offered tremendous experience and understanding of the challenges and opportunities of large healthcare facilities through her more than 40 years of experience in the healthcare industry. Ms. Marsh has also provided immeasurable leadership and guidance as Chair of the Talent and Compensation Committee for 11 years. The Company and the Board thank Ms. Marsh for her dedicated services and wish her the best in her future endeavors.

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Corporate Governance

Board Effectiveness

We understand that Board effectiveness is essential to long-term value creation and take steps to ensure our Board is composed of directors that maintain appropriate independence, and possess requisite skills, expertise, experience and diversity characteristics to effectively oversee risks and guide the Company’s strategy.    01    02    03    04
Director Nomination Process Onboarding and Education Board and Committee Self-Evaluation Process Refreshment

01 Director Nomination Process
Evaluation of Board Composition, Shareholder Recommendations and Nominations and Director Independence

Evaluation of Board Composition

Our Governance and Compliance Committee understands the vital role that a strong board composition with a diverse set of skills and continuous refreshment plays in effective oversight. The Governance and Compliance Committee values maintaining a diverse board to effectively manage complex corporate issues by leveraging different experiences to support the Company’s long-term objectives and business strategy. With this purpose in mind, our Governance and Compliance Committee seeks out candidates with skills, experiences, and characteristics, including individuals representing historically underrepresented groups, that when working collectively will fulfill its oversight responsibilities and continue to guide the Company into the future.

As part of the Board’s ongoing refreshment strategy and director candidate identification and nomination processes, the Governance and Compliance Committee actively and continuously evaluates its collective composition to identify and prioritize director characteristics, skills, and experiences prior to nominating a new director candidate to the Board for review, approval and appointment. Below is an illustration of the Governance and Compliance Committee’s regular Board refreshment and director candidate identification process.


When assessing and prioritizing desired characteristics, skills and backgrounds, the Governance and Compliance Committee considers, among other things, the Board’s current skill set and tenure, the Company’s long-term strategic plan and objectives, shareholder discussions, current and past board service, commitment to corporate social responsibility and director feedback provided in connection with the Board’s annual evaluation process.

The Governance and Compliance Committee then establishes a diverse pool of potential director candidates who possess the desired characteristics, skills, and experiences; the director candidate slates are identified from various databases and sources, including recommendations from shareholders, management and directors, consultants, and industry experts. When considering candidates for the Board, the Governance and Compliance Committee takes steps to ensure that the pool of candidates includes candidates from historically underrepresented groups. The Governance and Compliance Committee may also engage a third party to conduct or assist with the search or evaluation.

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Corporate Governance

Shareholder Recommendations and Nominations

The Governance and Compliance Committee considers shareholder recommendations of qualified director candidates when such recommendations are submitted in writing to the Company’s Corporate Secretary at 2999 Olympus Blvd., Suite 500, Dallas, Texas 75019 Attn: Whitney M. Laughlin, Chief Legal Officer and Corporate Secretary. When evaluating any such shareholder recommendations, the Governance and Compliance Committee uses the evaluation methodology that is described in the “Evaluation of Board Composition” above. To have a director nominee considered for election at our 2025 Annual Meeting of Shareholders, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in our Bylaws regarding shareholder director nominees no later than January 19, 2025 and no sooner than December 20, 2024, assuming the date of the 2025 Annual Meeting of Shareholders does not change by more than 30 days from the first anniversary of the prior year’s annual meeting. To have a director nominee included in our 2025 proxy statement for election, a shareholder must submit the nomination in writing to the attention of our Corporate Secretary and also satisfy the requirements set forth in the “proxy access” provisions of our Bylaws no earlier than October 6, 2024 and no later than November 5, 2024. In addition, a shareholder who intends to solicit proxies in support of director nominees submitted under the advance notice provisions of our Bylaws must provide the notice required under Rule 14a-19 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to our Corporate Secretary no later than February 18, 2025.

The Company received no recommendations for director nominees or director nominations from any shareholder for election to be held at the Annual Meeting.

Director Independence

The Board has determined that director nominees Jorge A. Caballero, Mark G. Foletta, Teri G. Fontenot, R. Jeffrey Harris, Sylvia Trent-Adams, Daphne E. Jones, and Douglas D. Wheat all meet our categorical standards for director independence described in our Corporate Governance Guidelines and the applicable rules and regulations of the New York Stock Exchange (“NYSE”) regarding director independence. Our CEO is the only member of our Board whom the Board has not deemed independent.

When making director independence determinations, the Board considered business relationships between LHC Group, Inc. and Orlando Health, Inc. Orlando Health, Inc. is a client of the Company and LHC Group, Inc. was a client of the Company during the first two quarters of 2023. Ms. Fontenot serves as an independent director of Orlando Health, Inc., and served as an independent director of LHC Group, Inc. from 2019 until its sale to United Healthcare in February 2023. We discuss these relationships in more detail in the “Certain Transactions” section below. The Board considered the nature of these related party relationships and the annual amount of payments we receive from each LHC Group, Inc. and Orlando Health, Inc. The Board determined that neither relationship precluded the Board from making an independence determination for Ms. Fontenot and that the related party relationships fell within our standards of independence.

Director Independence
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Corporate Governance

02 Onboarding and Continuing Education

Our director onboarding process is designed to provide new directors with information, context, and perspectives that enables new directors to effectively contribute to the Board’s work. During the initial months after joining the Board, new directors have individual meetings with each of our current directors, including specific committee-focused meetings with the chair of each committee. New directors are also invited to attend all committee meetings to assist in their development. Each new director is also assigned an experienced AMN Healthcare board member to share feedback, provide perspective on boardroom activities and dynamics, help with meeting preparation, and act as a resource between meetings.

In addition to providing new directors with a library of resources that includes governance, finance and core background documents, key business executives and functional leaders from across the organization meet with new directors to increase their understanding of our businesses, operations, culture and values. Throughout their tenure, directors participate in informal meetings with other directors and senior leaders of the Company to share ideas, build stronger working relationships, gain broader perspective and strengthen their working knowledge of our business, strategy, performance and culture.

We encourage and facilitate director participation in continuing education programs and each director is provided membership in the National Association of Corporate Directors as well as subscriptions to other governance publications and resources. Directors are also encouraged to attend director education programs at Company expense, provided that such expenses are pre-approved by the Chief Legal Officer.

03 Board and Committee Self-Evaluation Process

In line with our value of continuous improvement, each director conducts an evaluation of the performance of the Board and each committee for which they serve on an annual basis. Additionally, on a biennial basis, the Chair of our Governance and Compliance Committee conducts individual conversations with each director. Each step of the Board’s annual evaluation process is further illustrated below.


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Corporate Governance

04 Refreshment
Board Refreshment and Board Tenure Policy

Board Refreshment

We prioritize effective and aligned Board composition, supplemented by a thoughtful approach to refreshment. It is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to oversee our strategic objectives. The Governance and Compliance Committee continuously reviews the Board’s composition, taking into consideration the characteristics of the existing directors, both individually and as a group. Ongoing strategic board succession planning, led by the Governance and Compliance Committee, ensures that the Board continues to maintain an appropriate mix of objectivity, skills and experiences to provide fresh perspectives and effective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our longer-tenured directors.

Currently, over 60% of our director nominees served less than six (6) years, and our director nominees have an aggregate tenure of less than ten (10) years. Each of the five (5) directors that we have added to the Board over the past six (6) years have brought additional skills and perspectives to the Board and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives. These five (5) directors all represent gender, race and ethnicities that have been historically underrepresented on boards.


Daphne E. Jones     Teri G. Fontenot     Sylvia Trent-Adams     Jorge A. Caballero     Cary Grace
– Experience with strategic, entrepreneurial, and global use technologies in the healthcare sector. – Experience in healthcare leadership, corporate finance, economic policy and healthcare. – Experience in directing and coordinating major federal health programs, as well as strategic planning and leadership of a healthcare institution. – Accomplished global executive with extensive experience in audit, financial, risk management and mergers and acquisitions. – A proven executive with large organizations with significant experience developing and executing profitable growth strategies.

Board Tenure Policy

Our Board’s aggregate tenure policy reflects its commitment to consistently evaluate the composition of our Board to ensure that it collectively possesses the experience, skills, knowledge, and level of engagement necessary to serve the best interests of our shareholders. This policy, which is set forth below, was developed in part based on insight and feedback we received directly from shareholders in connection with our ongoing corporate governance shareholder engagement efforts.

The Board does not believe in a specific limit for the overall length of time an independent director may serve. Directors who have served on the Board for an extended period can 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 also believes that new directors will strengthen the diversity of the Board, provide fresh perspectives and value as the Company evolves. To achieve this balance, the Board expects to maintain an average Board tenure for independent board directors of less than ten (10) years.

The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years.


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Corporate Governance

Our Corporate Governance Program

Key Corporate Governance Practices

Practice Description
Proxy Access Our Bylaws contain meaningful proxy access features that are consistent with market practice and were developed through shareholder conversations.
Majority Voting in Uncontested Elections Director nominees must receive the affirmative vote of a majority of the votes cast in order to be elected to the Board in uncontested elections.
Board Diversity / “Rooney Rule” Our Board has committed that when considering candidates to fill an open seat on the Board, the pool of candidates from which Board nominees are chosen includes candidates from historically underrepresented communities.
Director Resignation Policy Our Director Resignation Policy requires incumbent directors to tender their resignation if they receive more votes “Against” their election than votes “For” their election in an uncontested election.
Board Aggregate Tenure Policy Our Board has committed that it will maintain an average tenure for independent board directors of less than (10) years. The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years.
No “Poison Pill” We do not have a shareholder rights plan or “poison pill” and no shareholder rights plan shall be adopted unless it is approved by a majority of the independent directors of the Board.
Annual Election of Directors All directors must be nominated and re-elected each year.
Shareholder Engagement Program We engage in a formal outreach program to gain valuable insight from our shareholders on corporate governance matters that are most important to them. To consistently act in the best long-term interests of our shareholders, we continuously evaluate and act on shareholder feedback when appropriate.
Stock Ownership Guidelines We require senior executives and non-employee directors to maintain significant holdings of our common stock to promote alignment with the interests of our shareholders.
Code of Ethics We have established a code of ethics that applies to our Senior Financial Officers to ensure adherence to best practices and advancement of the values-based culture we strive to maintain.

Shareholder Engagement

Accountability to AMN Healthcare shareholders is an essential component of our success, which is why we engage with our shareholders in a variety of ways throughout the year to discuss and obtain feedback on a range of important topics. Management will engage with shareholders to solicit their views on corporate governance, industry leadership, human capital management, corporate social responsibility and diversity, equity, and inclusion. In addition, our Investor Relations team also meets regularly with shareholders, prospective investors, and investment analysts to discuss company performance, strategy, and sustainable growth.

Year-Round Engagement

Our outreach efforts have evolved into a robust program with a customized approach to each shareholder and the topics and initiatives that are most important to them. We believe this results in more meaningful dialogue on relevant topics, builds stronger relationships with our shareholders and ultimately a more successful company. With this customized strategy in place, we conduct a formal outreach in the fall of each year. Our year-round initiatives also include outreach efforts through attendance at investor conferences and ad hoc meetings on a regular basis with institutional investors ranging from large institutions to smaller and mid-size firms. We look forward to the opportunity to connect with our shareholders and find these engagements to be enlightening and productive. Each shareholder we met with expressed appreciation for our interest in their views, and we certainly appreciated their time and insight.

In 2022, we conducted an ESG assessment through engagement with key internal and external constituencies, including our shareholders, that identified and prioritized environmental, social and governance issues likely to have meaningful long-term impact on our Company. Among the top issues identified by investor respondents as internal and external priorities are healthcare professional pipeline, recruitment, retention and engagement, workplace health and safety, and diversity, equity and inclusion of our healthcare professionals and corporate team members.

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Corporate Governance

2023 Engagement

KEY TOPICS DISCUSSED HOW WE ENGAGED(1) HOW WE RESPONDED
Strategy and Culture
Human Capital Management
Healthcare Professional Shortage
DEI and Pay Equity
Our Chief Executive Officer, Chief Financial Officer and other senior executives presented at 8 investor conferences throughout 2023
We sent letters to our largest shareholders representing approximately 66% of our outstanding shares
We met with shareholders representing approximately 13% of our outstanding stock on corporate governance matters in 2023 and the first quarter of 2024
Responded to CDP Climate Change Survey
Developed Science-based targets for Scope 1, 2, 3 GHGe
Published third annual Impact Report in March 2024
Continued investments in human capital management infrastructure
Continued financial support to organizations focused on diversity, equity and inclusion efforts, mental health, and wellbeing
Continued healthcare professional pipeline development in partnership with clients and universities
(1) Reflects estimated ownership based most recently reported Schedule 13 or other information available to us.

Although the focus of each of our shareholders may differ, AMN Healthcare’s purpose, long-term strategy, commitment to elimination of equity barriers, pay for performance approach to executive compensation and emphasis on corporate governance and social responsibility were well received.

Communications with the Board of Directors

The Board has established the following procedure for shareholders and other interested parties to communicate with members of the Board, its Chair or the independent directors as a group. All such communications should be addressed to the attention of our Corporate Secretary at our offices located at 2999 Olympus Blvd., Suite 500, Dallas, Texas 75019. The Corporate Secretary opens and reviews all written communications to the Board, one of its Committees or specific director(s) and promptly forwards to the Chair of the Board and/or the appropriate Committee Chairperson. The Corporate Secretary will also periodically provide the Chair of the Board, the Committee Chairperson, and the Company’s Chief Executive Officer (if appropriate) with a summary of all such communications and any actions taken if not previously forwarded.

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Corporate Governance

Board Oversight

Strategy Oversight

Our Board oversees the strategic direction of the Company, including the formation and implementation of the Company’s strategic initiatives and the Company’s annual operating plan. The Board receives updates on the Company’s overall strategic direction throughout the year from executive management, including updates on performance against targets and execution of initiatives, which forms the foundation for a dialogue of risks and opportunities facing the Company.

Enterprise Risk Oversight

Purposeful and calculated risk taking is important for us to be competitive and to achieve our long-term goals. Our enterprise risk governance framework reflects a collaborative process where the Board, executive management and other team members apply a disciplined approach to our strategic planning and operational decisions that is designed to balance the opportunities and threats to our business.

The Board is responsible for overseeing our enterprise-wide risk management program. In conjunction with this responsibility, the Board addresses our key risks, risk capacity and risk appetite levels that provide the foundation for our overall business strategy and annual goals. The Board believes that overseeing processes for assessing and managing the various risks we face is important to value creation and value preservation for our shareholders. As a result, the Board meets with executive management to oversee the Company’s enterprise risk governance framework and discuss how the Company’s identified key risks impact its long-term strategies and operational execution.

FULL BOARD
Oversees enterprise-wide risk management program
Addresses key risks, risk capacity and risk appetite levels that provide the foundation for overall business strategy and annual goals
Meets with executive management to oversee the Company’s enterprise risk governance framework and discuss how the Company’s identified key risks impact its long-term strategies and operational execution (including an annual review of the Enterprise Risk Management Program and Crisis Management Plan)
           
CORPORATE GOVERNANCE AND COMPLIANCE COMMITTEE:
Ethics and Compliance Program
Clinical Quality Program
ESG Program
  AUDIT COMMITTEE:
Accounting, auditing and financial Controls and Disclosure
Technology related risks, including significant cybersecurity risks
Enterprise Risk Management process
TALENT AND COMPENSATION COMMITTEE:
Compensation Program
Human Capital Management

The responsibilities of each of the Board’s standing committees are designed to focus attention on risk areas implicated by its area of expertise, and each committee reports regularly to the Board on its identification and assessment of such risks. For more detail on the specific oversight and responsibilities of each Committee, see pages 45 – 50.

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Corporate Governance

Annual Strategic Planning Process

As part of our annual strategic planning process, Executive Management and the Board identify the key risks that jeopardize achievement of our strategic plan. Executive Management and the Board discuss our risk tolerance in light of our (i) existing risk capacity, (ii) appetite, if any, to take on additional risk or lessen our risk, (iii) risk velocity and (iv) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influences how we operate our business, including how we allocate resources and make strategic and operational decisions. We also have designed and maintain internal processes and an internal control environment that further facilitates the identification and management of risks, including response readiness processes, such as planning, disaster recovery and business continuity.

Information Security, Cybersecurity and Data Privacy

Maintaining the privacy and security of the information we create and receive about the Company, our employees, clients, vendors and others is a component of the Company’s enterprise risk management program. We have systems in place to safely receive and store that information and to detect, contain and respond to data security incidents. While everyone at AMN Healthcare plays a part in information security and data privacy, oversight responsibility is shared by the Board, its committees and management.

Responsible Party Oversight area
Board Oversight of these topics within AMN Healthcare’s enterprise risks
Audit Committee Primary oversight responsibility for information security and cybersecurity, including internal controls designed to mitigate risks related to these topics
Corporate Governance and Compliance Committee Primary oversight responsibility for data privacy, including legal and regulatory compliance
Management Our Chief Information and Digital Officer, Chief Legal Officer and senior members of our information security, risk management and privacy compliance teams are responsible for identifying and managing risks related to these topics and promptly reporting to the respective committee and/or full Board

Our program and practices in these areas include the following:

Frequent Board and Committee Education. Management provides regular updates to the Board, Audit Committee and/ or Governance and Compliance Committee on these topics throughout the year and, at least annually, an information security program review is presented to the full board. In addition, the directors attend educational sessions offered through third party services.
Systems and Processes. We use a combination of industry-leading tools and technologies to protect AMN Healthcare and the personal information we maintain and operate a proactive threat intelligence program to identify and assess risk.
Understanding Evolving Threats. Our information security team works to understand evolving threats and industry trends.
Collaboration With Organizations Across All Industries. We share information and collaborate with organizations across different industries to fight cybercrime and advance capabilities in these areas.
Tabletop Exercises Involving The Board and Management. We engage in tabletop exercises to simulate real-life cybersecurity and data privacy threats to provide our Board and/or management team with the opportunity to practice crisis response and implement policies and processes.
Operations Based on Best Practices. We have adopted the National Institute of Standards and Technology (NIST) Cybersecurity Framework to better understand, manage, and reduce our cybersecurity risk and protect our networks and data.
Data Privacy Program. We have invested in resources and technology to meet the evolving data privacy regulatory requirements.
Regular Training and Compliance Activities For Our Team Members. Our team members receive annual training to understand the behaviors necessary to protect company and personal information and receive training on privacy laws and requirements. We also offer ongoing practice and education for team members to recognize and report suspicious activity, including phishing campaigns.

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Use of Third Parties. Beyond our in-house capabilities we engage with security and technology vendors to assess our program and test our technical capabilities.
Risk Transfer. We maintain insurance coverage to limit our exposure to certain events, including network security matters.

We continuously assess the risks and changes in the cyber environment and dynamically adjust our program and investments as appropriate. The Company has experienced cyber threats resulting in immaterial cyber incidents and expects cyber threats to continue with varying levels of sophistication. The Audit Committee receives regular, and at least quarterly reports, on any notable incidents that may have occurred during the quarter and oversees any disclosure obligations that may arise from any such breach.

Executive Performance, Talent Management and Succession Planning Oversight

The Talent and Compensation Committee of the Board reviews the CEO’s performance annually in connection with its review of executive officer compensation. Additionally, the Committee evaluates and determines the compensation of the senior executives who report directly to her. In accordance with our Corporate Governance Guidelines, succession planning is considered at least annually by the Board, with such discussion guided by a report provided by the Governance and Compliance Committee. These discussions consider recommendations, evaluations and development plans for potential successors and occur with and without the CEO present.

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Sustainability and Social Impact

Our Journey and Accolades

Our ESG Pillars

Our ESG strategy focuses on four priority areas where we see the most meaningful opportunities to drive measurable impact on our business, within our industry and in society: (1) Corporate Governance, (2) Health & Wellness, (3) Diversity, Equity and Inclusion (“DEI”), and (4) Sustainability.

Foundational
Corporate Governance
Responsible Governance to Deliver Long-Term Shareholder Value  
  

Pillar 1

Health and Wellness
Advancing Health & Wellness for our Team Members, Healthcare Professionals and our Communities

   

Pillar 2

Diversity, Equity and Inclusion
Driving Diversity, Equity and Inclusion at our Company and Throughout our Value Chain and Industry

   

Pillar 3

Sustainability
Catalyzing a Sustainable & Regenerative Future


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Our Accolades

Newsweek

America’s Most Responsible
Companies 2020–2024
Forbes

America’s Best Employers
for Women 2023
Newsweek

America’s Greatest Workplaces
for Diversity 2024
Human Rights Campaign

Corporate Equality Index 2018–2024
ISS

2023 Governance QualityScore of 1
Bloomberg

Gender Equality Index 2018–2023

Our Strategic Approach to Sustainability and Social Impact

Our ESG strategy is designed to solidify our business resilience and is premised on the core belief that achieving measurable results in important ESG initiatives provides us with a competitive advantage by improving stakeholder engagement, supporting talent acquisition and retention, and driving innovation and cost savings, ultimately positioning AMN Healthcare as the employer and strategic partner of choice. As the leader in healthcare total talent solutions, we are uniquely positioned to drive innovation and improvements in health equity and patient outcomes, and to serve as a catalyst in partnership with our stakeholders to advance social change and to meet the demands of a more sustainable future. As always, we are guided by our core values of customer focus, passion, trust, respect, continuous improvement, and innovation.

Corporate Governance

GOALS PROGRESS IN 2023
1.Strong ethics, human rights, data privacy and cybersecurity
2.Comprehensive reporting of financial performance and social & environmental impact
3.Board diversity reflects value chain
4.Political advocacy aligns with our values and ESG goals
TRANSPARENCY AND DISCLOSURE
Submitted Inaugural CDP Questionnaire
Received ETHISPHERE Compliance Leader Verification
DIRECTOR EDUCATION
Continued focus on Board cyber education
Amended Corporate Governance Guidelines to expressly permit reimbursement of ongoing education
BOARD DIVERSITY
Maintained award-winning diversity composition

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Oversight

Our Board sets the tone for our Company’s commitment to our values, ethics, compliance, DEI and other ESG initiatives. The Corporate Governance and Compliance Committee has responsibility for the integration of our ESG strategy into our business and exercises active oversight of the execution of our ESG initiatives. The Corporate Governance and Compliance Committee periodically reviews, assesses, reports and provides guidance to the Board regarding the Company’s ESG program and related policies. With respect to diversity, equity and inclusion initiatives, our Board, the Talent and Compensation Committee, CEO, Executive Management Team and our Human Resources Department play integral roles in overseeing critical strategic initiatives relating to employee wellness, diversity progress and overall human capital management initiatives.

To help support our strategy, we have a dedicated team of cross-functional professionals, who ultimately report to our Chief Legal Officer, who are responsible for operationalizing our multi-pronged ESG strategy, communicating our performance, metrics and commitments through our annual report covering sustainability and social impact, and collaborating with various stakeholders across the organization to ensure our operations are aligned with our ESG goals and priorities.


AMN Healthcare Board of Directors
Oversees ESG and Enterprise Risk Management Strategies
 
Corporate Governance & Compliance Committee
Focuses on identifying critical risks and assessing mitigation strategies, and regularly reviews updates on ESG disclosure frameworks and reporting, initiatives, and policies from management. This Committee also:
Periodically evaluates the Code of Conduct and the Governance Guidelines
Oversees the Company’s ethics and compliance programs, including the Company’s healthcare, employment and privacy regulatory compliance and risk oversight with respect to the credentialing of healthcare professionals
Reviews and discusses with our executive team relevant quality metrics, compliance with certification standards, and related laws and regulations
Talent and Compensation Committee
Provides oversight of our human capital management, including talent strategies and diversity, equity, and inclusion initiatives, and executive compensation.
Audit Committee
Focuses on our Enterprise Risk Management program to help identify risks related to business continuity, risk management, information security and technology systems, and any financially material ESG related risks.
 
Management Oversight
Executive and senior management contributes expertise and engages with the board to manage risk, create value and protect against emerging challenges to our business, and includes our CEO Committee and Director of Sustainability & Social Impact.
 
Champions Programs
Appointed by executive leadership, these team members are ambassadors for Diversity, Community, Wellness, Ethics, Records Compliance, Sustainability, and Learning across the organization.

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The foundation of our corporate governance strategy is to promote transparent disclosure to our stakeholders on an ongoing and consistent basis, so we publish these documents, among others, under the “Governance” section of the “Investor Relations” page on the Company’s website at https://ir.amnhealthcare.com/governance/governance-documents. Documents, reports and information on the Company’s website are not incorporated by reference in this proxy statement.

Risk Management

Risk management is an integral component of AMN Healthcare’s business strategy, culture, and operations, so our Board’s oversight role and governance practices continue to evolve to support the resilience of our business and sustainability of our operations. Our strategy focuses on identifying the risks and opportunities, including areas of sustainability, social impact, and governance, that are most relevant to our business and then prioritizing those areas where we can achieve the greatest impact. To support the continuous evolution of these practices, we develop strategies to monitor or mitigate ESG risks, capitalize on opportunities, and disclose our progress to stakeholders on an ongoing and consistent basis.

Ethics and Compliance

Our core values are put into motion and reinforced by our ethics and compliance program’s many components, purposely designed to instill accountability at all levels of the organization. In this regard, our Ethics in Action program manages compliance training and monitors the development and completion of department operational compliance audit plans which are a key risk mitigation tool. For more than a decade, our leadership has appointed Ethics Champions and Records Champions throughout the company to serve as ambassadors of ethics and compliance requirements.

In addition, in 2023 we received Ethisphere’s Compliance Leader Verification®, which was a continuation of the comprehensive third-party evaluation of our Ethics and Compliance program that we underwent previously.

     

Transparency and Disclosure

We value a culture of transparency in our sustainability and social impact disclosures to build trust with our stakeholders and promote accountability. Our current impact disclosures align with investor-driven frameworks including the Taskforce on Climate-related Financial Disclosures (“TFCD”), the Sustainability Accounting Standards Board (“SASB”), and Global Reporting Initiative (“GRI”). We regularly evaluate the effectiveness and scope of our impact reporting by analyzing external reporting frameworks, and implementing feedback from our shareholders and other stakeholders. To this end, in 2023, AMN Healthcare responded to the CDP Climate Change Questionnaire for the first time.
 

Carbon Disclosure Project
Inaugural Response
Science-based targets
submitting for validation in 2024
Task Force on Climate-related
Financial Disclosures
Fourth TCFD report published

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Health and Wellness

GOALS PROGRESS IN 2023
1.Provide comprehensive health & wellness programs for our team members & healthcare professionals
2.Increase availability & quality of healthcare for communities through our business solutions
3.Meaningfully help our clients optimize talent management to improve patient experience & outcomes
OUR IMPACT ON PATIENT CARE
Over 148,000 temporary and permanent healthcare professional placements in 2023
220,000+ registered users on AMN Passport as of December 31, 2023
Increased efficiency of healthcare professional placements through introduction of ShiftWise Flex
24% year-over-year increase in minutes of medical language interpretation in 250+ languages
Partnered with Columbia University to support nursing students from disadvantaged backgrounds
Our healthcare professionals treated 1,200 patients and provided 124 life changing surgeries in rural Guatemala
OUR PEOPLE AND CULTURE
Launched Employee Stock Purchase Plan
17,000+ volunteer hours
$2 million+ invested in healthcare workforce and access to health
$411,000 dispersed to 122 team members through the Hardship Assistance Fund
$219,000 dispersed to 72 healthcare professionals through the Caring for Caregivers Fund

Our Impact on Patient Care

As a leading provider of tech-enabled healthcare talent solutions, AMN Healthcare is uniquely positioned to help drive health equity and improve patient outcomes. Our technology platforms, including the industry-leading mobile app AMN Passport, helped facilitate the placement of over 148,000 temporary and permanent healthcare professionals across the country in 2023. Our introduction of ShiftWise Flex, our next-generation Vendor Management System, leverages the power of automation to increase efficiency of talent matching, credentialing, and candidate self-service, enabling our clients to develop sustainable workforces to deliver better outcomes for patients and caregivers alike. AMN Healthcare Language Services continued to meet heightened demand for language and interpretation services for Limited English Proficiency and hearing-impaired patients, serving as a digital bridge between patients and providers, and in 2023, our Language Services increased the volume of minutes of medical language interpretation by 24% year-over-year, breaking down language and communication barriers to support access to healthcare and improved outcomes. Together, our robust technology platforms provide the tools to increase access to quality care while delivering on our business objectives.

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AMN’s Impact on the World
AMN Healthcare strives to have a positive impact on health in the communities in which we live as well as across the globe. As part of our commitment to serving our local communities, in 2023 we again partnered with University of North Texas Health Science Center and Remote Area Medical to provide free clinic services to residents of the Dallas-Fort Worth Metroplex. Also in 2023, we were proud to continue our support of the International Esperanza Project (IEP), a nonprofit dedicated to inspiring hope in developing countries through healthcare, community infrastructure, and education. In 2023, we sent corporate team members and healthcare professionals to provide essential healthcare services and install clean cookstoves and water purification systems in homes to help drive health and wellness for families in rural communities in Guatemala.

Our People and Culture

In this post-pandemic environment, we have continued our commitment to support our colleagues’ mental, physical, and economic well-being, and in June of 2023, we welcomed team members to our new corporate headquarters office in Dallas designed to accommodate our flexible model of work. The new office space features an open, collaborative atmosphere designed to empower team members through the integration of dynamic spaces and state-of-the-art technology. Our new headquarters is responsive to iterative feedback and will enable our Company to continue to attract and retain top-tier talent.

We also rewarded our team members for their hard work and incredible contributions in this challenging environment by launching the first offering period for our Employee Stock Purchase Plan to help attract, motivate and retain employees and to provide a way for our employees to acquire and maintain an equity interest in our company, further aligning their interests with those of our shareholders. We also announced a newly added feature to our AMN Healthcare 401(k) Retirement plan, a Roth 401(k) option beginning January 1, 2024.

We recognize that our team members and healthcare professionals may need extra support in times of crisis, which is why AMN Healthcare established two funds – AMN Team Member Hardship Fund and AMN Caring for Caregivers Fund – which enable corporate team members and healthcare professionals to receive financial support for life-threatening events or serious illnesses, natural disasters, funeral costs, or other events causing financial strain. This support is in addition to the insurance and other benefits and employee assistance programs available to support our team members and healthcare professionals.

AMN Team Member Hardship Fund and Caring for Caregivers Fund
$411,000 dispersed to 122 team members through the AMN Team Member Hardship Fund
$219,000 dispersed to 72 healthcare professionals through the Caring for Caregivers Fund

In addition to the work we do every day at AMN Healthcare, we reinforce our mission to empower the future of care and foster a stronger, more cohesive society through community service and charitable giving. We are proud to support and partner with nonprofits that are dedicated to encouraging diversity and driving equity, as we share those values. We have committed to supporting nonprofits that align with our holistic approach and goals toward health equity. We also recognize that AMN Healthcare is at its best when team members have the opportunity to support causes they care about. That is why we offer eight hours of paid time off for volunteering to our team members and encourage them to give back to their communities in personally meaningful ways. Being a healthcare industry leader demands purpose, a commitment to serve our communities, and the drive to use our resources for the greater good. To this end, we strive to create a meaningful impact and actively engage in philanthropy and community service to create a stronger, more cohesive society that supports our purpose and mission. Our core values act as a compass to our commitment to social impact, and we align our charitable giving efforts with these values to help organizations and communities flourish.

AMN Charitable Investments
In 2023, we disbursed $2+ million to support access to health and the healthcare workforce diversity, resilience, pipeline and wellness.

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Diversity, Equity and Inclusion

GOALS PROGRESS IN 2023
1.Create and share DEI Blueprint by 2024
2.DEI excellence in all recruiting & hiring
3.Representative diversity at ALL levels
4.Equity in compensation and promotion
WORKPLACE DIVERSITY
Increased representation of racially and ethnically diverse team members
69% of our team members are women; 63% of our supervisor through senior manager roles are held by women; and 43% of our team members are from historically underrepresented groups
Representation among team members is approaching parity with US Bureau of Labor statistics on race and ethnicity
Initiated collection of EEO-1 data for the healthcare professionals we employ and place
Over 40% of team members participated in one or more Employee Resource Groups
More than 100 Diversity, Equity and Inclusion events were hosted by Employee Resource Groups
PAY TRANSPARENCY AND EQUITY
Collected, analyzed and reported on the demographics of a sampling of contingent healthcare professionals placed with clients pursuant to CA HB 1161 requirements
MARKETPLACE DIVERSITY
Held DEI Excellence Healthcare Consortium with client partners

Our Diversity, Equity and Inclusion strategy is grounded on the belief that creating an inclusive workplace that captures diverse perspectives and backgrounds is instrumental to fueling innovation and ultimately delivering long-term growth for our stakeholders. We are passionate about bringing diversity to our team, promoting social justice and achieving equity, and are committed to actively engaging in building an organization and society where equality is the norm, equity is achieved, and inclusion is universal so that all can thrive. Our strategy to advance and enhance Diversity, Equity and Inclusion is built on the three defining pillars of Workforce, Workplace and Marketplace.      

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Workforce

As a company we are enriched by the unique voices, backgrounds and perspectives that our team members bring to the organization, and we are proud of the positive impact our diverse team has on the healthcare industry. We strive for workforce diversity that reflects U.S. demographics and track progress on recruitment, promotion, and retention to assess compositional diversity and representation of gender, race/ethnicity, sexual orientation, disability, age, and veteran status, across all levels of the organization.

We believe that our diverse workforce and inclusive environment drives better outcomes which has made us the leader in total talent solutions for the healthcare sector. We are proud to have made significant progress in hiring and promoting historically underrepresented team members, i.e., BIPOC, LGBTQ+, people with disabilities and veterans, across all levels of AMN Healthcare. Our corporate workforce reflects the diversity of the communities that we serve, which strengthens us, our clients and our communities.

Our Diverse Footprint

The diverse backgrounds and experiences we seek to represent are broad. As of December 31, 2023, we are proud that: 69% of our team members are women; 63% of our leaders are women; 56% of our Board of Directors are women, and that team members, leaders and our Board of Directors from historically underrepresented groups are 43%, 35% and 33%, respectively. Additionally, our team is 57% Millennials, 32% Generation X, 6% Baby Boomers, and 5% Generation Z.

AMN Healthcare was again named to the Bloomberg Gender-Equality Index and received a top ranking in the Human Rights Campaign’s Corporate Equality Index. In recognition of our drive to create a more inclusive workforce, in 2024 we were recognized as one of America’s Greatest Workplaces for Diversity by Newsweek magazine.

Our professional development education assistance program provides reimbursement to our corporate team members to advance their knowledge and skills through certificate and degree programs. We offer leadership development curricula led by our team of learning and talent development professionals for new leaders, called LEAD at AMN, as well as a leadership curriculum for our individual contributors who are interested in leadership positions, our emerging leaders program. To assess the engagement of our team members and take action to mitigate risks associated with workforce engagement, development and retention, in 2023 we conducted our annual survey to assess team member engagement, with 85% enterprise participation. Based on the feedback we received, which was discussed with our Board, we incorporated several initiatives and areas of focus into our human capital management strategic plan.

Workplace

We strive to embed a culture of inclusion in every aspect of our work recognizing that nothing we do is possible without the right talent bringing diverse perspectives. We understand the necessity of fostering a sense of belonging among our team members, which is why we continue to invest in and grow opportunities for team members to connect and build communities through our Employee Resource Groups (“ERGs”) and our Diversity Champions program. We believe investing in our ERGs and our Diversity Champions drives engagement and increases our team members’ individual and collective visibility and leadership, empowers inclusion, and strengthens a culture of belonging. Each of these groups is sponsored by members of our executive team who participate in meetings, provide guidance and professional development as well as amplify the voices of team members across the organization. This ensures their impacts are meaningful and aligned with the Company’s overall DEI strategy to drive innovation and collaboration.

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10       EMPLOYEE RESOURCE
GROUPS
  40%+       TEAM MEMBER
PARTICIPATION

   OPEN Mental Health Advocacy & Awareness
Advocating for mental health awareness and creating a work environment where everyone feels comfortable communicating authentically.
  
WISE Wisdom + Insight + Sincerity + Experience
Creating positive intergenerational dialogue benefitting team members of the entire Company.
PRIDE LGBTQ + Allies
Engaging with and supporting LGBTQ+ team members and their allies in an inclusive environment.
BRAVE Be Ready Always – Veterans Enterprise
Serving and advocating for military veterans, deployed troops, their families and supporters.
LOBE Loving Our Bodies’ Existence
Promoting body image positivity in the workplace by raising awareness, encouraging openness, and supporting all team members.
PAVE Power & Value in Equality
Advancing gender diversity and equality enabling women to connect while developing professionally.
PACT Parents & Caregivers Together
Championing working parents and caregiver team members by cultivating an inclusive, welcoming, agile and flexible workplace that ultimately builds trust, improves retention, and fosters innovation.
SLIDE Strength Lies in Diversity & Equity
Enhancing the professional development, career path prospects and leadership opportunities of BIPOC in the workplace.
LALA Latin American Legacy Alliance
Representing, advocating, and celebrating the unique experiences, challenges, and culture of the Latin community.
BELIEVE Black Women Leading in Inclusion, Excellence, Vision and Education
Advancing equity and belonging with a focus on Black women by engaging a network of allies to attract, retain, empower and inspire Black women to achieve their fullest potential across the spectrum of professional development nurtured by AMN Healthcare leadership.

We offer a variety of courses through our LinkedIn Learning Library on DEI topics. Currently, new team members are assigned an Inclusive Communications course which includes elements of unconscious bias. Additionally, newly promoted and newly hired leaders are required to complete an Inclusive Leadership course that centers learning around diversity, equity, and inclusion within leadership.

Inclusive Communication Training for all Team Members
Working with team members to build awareness, recognize blind spots based on mistaken, incomplete, or inaccurate assumptions, and embrace diversity.

Inclusive Leadership Course for all Leaders
Live, four-hour mandatory DEI training for all leaders at the Company on inclusive leadership.

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Marketplace

Our commitment to DEI extends to our supplier partners and our community health partners. We actively engage diverse suppliers and identify new opportunities to support and grow small, minority, women, LGBTQ+, and veteran-owned businesses. By prioritizing supplier diversity, we positively impact the overall socio-economic health of the communities we serve. In 2023, we held a DEI consortium with several clients, and based on feedback both from that meeting and from our internal teams, we are refining our approach to a DEI blueprint to focus delivering a resource that can provide guidance to healthcare organizations in the earliest stages of their DEI programs, including other staffing firms that support our clients.

Supplier Diversity Priorities
Continue to support our diverse and small business partners through our Vendor Development Program
Create business and development opportunities that allow diverse businesses to partner with us to drive direct, indirect, and induced spend in communities across the United States

Sustainability

GOALS PROGRESS IN 2023
1.Set Scope 3 (value chain) GHGe Science-based target
2.By 2024, source close to 100% renewable electricity & offset remaining Scope 1 & 2 emissions(1)
3.Evaluate reduction goals for Water & Waste footprints
SUSTAINABILITY REPORTING
Submitted inaugural CDP Response
SCIENCE-BASED TARGETS
Developed Science-based targets for Scope 1, 2 and 3 GHGe
(1)     For further supporting information, please see our Sustainability and Social Impact Report.

AMN Healthcare is committed to significantly reducing our environmental impact across our own operations, accelerating our value chain’s sustainability journey, and catalyzing a healthy, sustainable, and regenerative future where all can thrive. As part of our commitment to embed sustainability in our business, we monitor emerging climate risks and opportunities, and continually evaluate how they may align or impact our business objectives and goals.

Increasing Sustainability Reporting Transparency

We are actively working to increase our transparency to stakeholders on how we manage and mitigate climate-related risks and opportunities. In July, we became one of the more than 15,000 companies disclosing data through Carbon Disclosure Project (“CDP”). We also released our 2022 Task Force on Climate-related Financial Disclosures Report (“TCFD”) along with our Global Reporting Initiative (“GRI”) framework responses, both of which outline to stakeholders how we are working to realize our enterprise climate strategy.

Setting Science-Based Greenhouse Gas Emission Reduction Targets

We have set short-term and long-term Science Based Targets for our Scopes 1, 2, and 3 GHGe and are submitting those targets to the SBTI for validation.

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Political Activity and Trade Associations

Our executive management reports annually to the Governance and Compliance Committee regarding compliance and overall strategic priorities for political and policy lobbying and political contributions that align with AMN’s long-term corporate strategy.

AMN Healthcare makes limited direct political contributions to U.S. state and local candidates in accordance with our Corporate Political Activities Policy. AMN Healthcare occasionally participates in the political process by providing financial support to state or local ballot initiatives relating to specific issues that have a direct impact on our businesses. AMN Healthcare did not make any such contributions in 2023. As with every other aspect of our political involvement, AMN Healthcare’s participation is guided by our purpose and values and is fully reported in accordance with governing laws. AMN Healthcare does not make political contributions outside the United States.

From time to time, we engage in discussions with all levels of governments, industry associations, and coalitions on public policy and regulatory issues. When we determine it is in the best interest of our company, we work with lobbyists, trade associations, and government officials to provide information and perspective to support our point of view.

As part of our engagement in the public policy process, we participate in certain industry trade organizations representing the interests of the healthcare, healthcare workforce, staffing industry, and the broader business community with purposes that include, but are not limited to education about the industry, issues affecting the industry, and industry best practices and standards. We may not always support every position taken by our trade associations or the other members, however, we believe our participation in these organizations makes us more effective and broadens our perspective on policy issues critical to our industry, our company, our customers, and our communities.

Our complete Corporate Political Activities Policy can be found on our website at https://ir.amnhealthcare.com/governance/ governance-documents.

Policies and Procedures Governing Conflicts of Interest and Related Party Transactions

Our Corporate Governance Guidelines, Code of Conduct and Related Party Transactions Policy collectively establish the Company’s procedures related to conflicts of interest and related party transactions.

Under these policies, directors and executive officers must notify the Company’s Chief Legal Officer in advance of any potential “related party transaction” that the Company would be required to disclose publicly under Item 404 of Regulation S-K promulgated under the Exchange Act. Potential related party transactions involving the Chief Legal Officer must be disclosed to the CEO. If the Chief Legal Officer or CEO, as the case may be, determines that a potential related party transaction would be an actual related party transaction, if consummated, such matter must be referred to the Governance and Compliance Committee for review and approval. Any transaction involving a director, regardless of amount, must be referred to the Governance and Compliance Committee. The Governance and Compliance Committee may approve the transaction if it determines that consummation of the transaction is in the best interests of the Company’s shareholders.

Further, our policies require our directors and executive officers to avoid any action, position or interest that conflicts with an interest of the Company or gives the appearance of a conflict. Any potential conflict of interest involving our directors or executive officers must be reported in advance to the Chairman of the Board and Chief Legal Officer. If the Chief Legal Officer determines that an actual conflict of interest may exist, then the matter must be referred to the Governance and Compliance Committee for review.

Certain Transactions

In determining whether directors are independent, the Board considered Ms. Fontenot’s role as an independent director at Orlando Health, Inc. The Board also considered Ms. Fontenot’s prior role as an independent director of LHC Group, Inc., where she served as an independent director from 2019 until the company was acquired by United Healthcare and the board was disbanded in February 2023. In 2023, we continued commercial relationships with LHC Group and Orlando Health that existed before Ms. Fontenot joined the Board under which the Company provides clinical staffing and language services to LHC Group and Orlando Health. The approximately $270 thousand and $2.8 million in fees that we received from LHC Group and Orlando Health, respectively, in 2023 were negotiated on an arm’s-length basis and are within the categorical independence standards that the Board has adopted. Neither relationship prevents Ms. Fontenot from qualifying as an independent director under the categorical independence standards, and the Board considers Ms. Fontenot to be an independent director.

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Board and Committee Structure

Board Leadership Structure

The Board has carefully considered its leadership structure, including whether the role of Chair should be a non-executive position or be combined with that of the CEO. Following due consideration, the Board continues to conclude that maintaining an independent chair best positions the Board to promote shareholders’ interests and contribute to the Board’s overall efficiency and effectiveness. Our CEO, Ms. Grace, is responsible for working with the Board in setting our strategic direction and our day-to-day leadership and performance, while the Chair of the Board, Mr. Wheat, leads the Board in overseeing our strategy, provides guidance to our CEO and presides over meetings of the Board.


Douglas D. Wheat
     
Chair of the Board
The Board has selected Douglas D. Wheat to serve as its independent Chair because he:
Brings unique and extensive board leadership experience that effectively allows him to lead our high-performing Board by keeping it focused on key areas of oversight, coordinating across committees and facilitating effective communication among directors and the Company’s executive management;
Fosters a productive relationship between the Board and the Company’s CEO by providing a sounding board with candid, constructive feedback from the Board to the Company’s executive management team;
Is deeply committed to our values and mission while driving long-term shareholder value;
Increases the independent oversight of the Company and partners with the Talent and Compensation Committee to oversee the performance and compensation of our CEO;
Acts as an independent spokesperson for the Company to our shareholders; and
Has significant experience serving AMN Healthcare under different operating environments, management teams and financial market cycles, affording a unique and valuable ability to provide support to the Company’s CEO.

Duties of Our Chairman
Serves as Chair of regular sessions of the Board and manages the overall Board process.
Leads the Board in anticipating and responding to crises.
Oversees and monitors Board engagement to ensure our directors are in-tune with issues of our dynamic industry and the evolving landscape.
Supports the Governance and Compliance Committee with board refreshment and executive leadership succession.
Models the culture and values expected of all directors.
Conducts individual meetings with other directors, including the CEO, to encourage open communication, collaboration and differences in perspective.
Evaluates overall Board effectiveness, with emphasis on identifying areas of enhancement, development and/or furtherance and communicating these observations to the Board for discussion.
Represents the Board on occasions where it is important for the Board to respond on matters independently from or in concert with the Company’s executive management team.
Provides guidance and direction to the CEO and executive management team.
Engages with shareholders and presides over the Company’s Annual Meeting of Shareholders. Also recommends to the Board an agenda to be followed at the Annual Meeting.

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Corporate Governance

Committees of the Board

We have standing Audit, Corporate Governance and Compliance and Talent and Compensation Committees. We also have an Executive Committee that meets periodically, as necessary, to oversee the Company’s business development and capital allocation strategy. The Committees are chaired by independent directors, each of whom report to the Board at meetings on the activities and decisions made by their respective committees. The Board makes committee assignments and designates committee chairs based on a director’s independence, knowledge, and areas of expertise. We believe this structure helps facilitate efficient decision-making and communication among our directors and fosters efficient Board functioning at Board meetings.

We describe the current functions and members of each committee below. A more detailed description of the functions, duties and responsibilities of the Audit, Corporate Governance and Compliance and Talent and Compensation Committees is included in each Committee’s charter and available in the link entitled “Governance” located within the “Investor Relations” tab of our website at https://ir.amnhealthcare.com/governance/governance-documents.com.

The table below provides current committee memberships and fiscal year 2023 committee meeting information:

Director Audit(1) Talent and
Compensation(2)
Corporate Governance
and Compliance(3)
Executive
Mark G. Foletta
R. Jeffrey Harris
Jorge A. Caballero
Martha H. Marsh(4)
Cary Grace
Teri G. Fontenot
Sylvia Trent-Adams
Douglas D. Wheat
Daphne E. Jones
Committee Meetings and Actions by Written Consent
Total Committee Meetings 9 7 12 3
Actions by Written Consent 0 4 0 0
  Chair Member
(1) The Board has determined that all Audit Committee members (A) are financially literate, and (B) meet the criteria for independence set forth in Rule 10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board further determined that Jorge A. Caballero, Mark G. Foletta and Teri G. Fontenot are each an “Audit Committee Financial Expert” as defined by SEC Rules and Regulations.
(2) The Board has determined that all members of the Talent and Compensation Committee meet the standards for independence required by the NYSE.
(3) The Board has determined that all members of the Corporate Governance and Compliance Committee meet the standards for independence required by the NYSE.
(4) Ms. Marsh is not standing for re-election upon the expiration of her current term that expires at the conclusion of the Company’s Annual Meeting.

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Corporate Governance

Audit Committee Total Committee Meetings: 9 | Attendance: 100%
Teri G. Fontenot
(Chair)
Members:
Mark G. Foletta
Daphne E. Jones
Jorge A. Caballero

The Audit Committee is responsible for, among other things, overseeing our financial reporting process and cybersecurity risk management. In performing its functions, the Audit Committee:
reviews our internal accounting controls and audited financial statements,
reviews with our independent registered public accounting firm the scope of its audit, its audit report, and its recommendations,
considers the possible effect on the independence of such firm in approving non-audit services requested of it,
reviews disclosures made by our CEO and CFO in connection with the certification of our periodic reports,
reviews and discusses with management significant technology strategic initiatives, operations, and risk,
reviews and discusses with management the Company’s process to manage our major enterprise risk exposures and the steps taken to monitor, control and manage such exposures,
receives and reviews quarterly reports from the Chief Information & Digital Officer on the Company’s technology and cyber risk profile,
receives regular, and at least quarterly reports, on any notable information security incidents that may have occurred during the quarter, and oversees any disclosure obligations that may arise from any such incident, and
appoints our independent registered public accounting firm, subject to ratification by our shareholders.

Key 2023 Activities
Received quarterly updates and oversaw the continued investment in and maturity of the Company’s information security program and progress improvements on key initiatives.
Annual review of the Company’s risk management program and oversight of the enterprise risk management process.
Oversaw the relationship between the Company’s finance team and its independent auditor to ensure an effective audit process.

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Corporate Governance

Talent and Compensation Committee Total Committee Meetings: 7 | Attendance: 100%
Martha H. Marsh
(Chair)
Members:
R. Jeffrey Harris
Mark G. Foletta
Sylvia Trent-Adams

The Talent and Compensation Committee is responsible for, among other things, overseeing our executive compensation and human capital management programs. In the course of performing its functions, the Talent and Compensation Committee:
establishes the executive compensation philosophy for the Company,
designs executive compensation programs to attract, incentivize and retain executive talent,
reviews, and, when appropriate, administers and makes recommendations to the Board regarding: (A) the compensation of our CEO, all senior executives that report directly to our CEO, and our directors and (B) our incentive compensation plans and equity-based plans,
prepares the Compensation Committee Report, approves the financial performance measures that were used by the Company to link compensation paid to the Company’s executives to performance for the most recently completed fiscal year, and oversees the preparation of our compensation disclosure and analysis to be included in our annual proxy statement and recommends its inclusion in the annual proxy statement to the Board,
recommends the proposals on “say-on-pay” and the frequency of the “say-on-pay” vote that are required by SEC rules,
reviews our incentive compensation arrangements generally to determine whether they encourage excessive risk-taking,
evaluates the performance of our CEO, and
oversees the Company’s human capital management strategy, including talent recruitment, retention and engagement and its diversity, equity, and inclusion initiatives.

For further information about the responsibilities of the Talent and Compensation Committee, please see the Compensation Discussion and Analysis portion of this proxy statement below.

Key 2023 Activities
Oversaw human capital infrastructure project designed to mitigate key risks related to talent and support the Company’s growth strategies.
Oversight of DEI initiatives to increase representation of team members from historically underrepresented communities across all levels of the Company.
Oversight of the terms of the promotion and appointment of the Company’s new Chief Legal Officer.
Oversight of the creation of the positions of Chief Growth Officer and Chief Business Officer and approved compensation packages.
Oversight of the promotion of several other senior leaders as we realigned our organization to allow for improved direction of supporting teams and to streamline decision-making.
Approved, and recommended to the Board for approval, the Company’s Compensation Recoupment Policy, in accordance with rules set forth in the NYSE Listed Company Manual.

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Corporate Governance

Compensation Committee Interlocks and Insider Participation

The Talent and Compensation Committee, whose members are Ms. Marsh, Mr. Harris, Mr. Foletta, and Dr. Trent-Adams consists exclusively of non-employee, independent directors, none of whom has a business relationship with us, other than in his or her capacity as director, or has any interlocking relationships with us that are subject to disclosure under the rules of the SEC related to proxy statements.

Talent and Compensation Committee Consultant Independence

The Talent and Compensation Committee retains an independent consultant to assist it in fulfilling its responsibilities. Since 2008, the Talent and Compensation Committee has utilized Frederic W. Cook & Co., Inc. as its compensation consultant. Our compensation consultant advises the Talent and Compensation Committee on a variety of topics, including, among others, our equity compensation program, the design of our cash incentive program, the evaluation of the alignment of our compensation program with our shareholders’ interests, the risks presented by our executive compensation program structure, the assessment of the program compared to our peers and director and executive compensation trends.

In retaining and utilizing Frederic W. Cook & Co., the Talent and Compensation Committee considers (1) our directors’ experience with its employees and representatives while serving on other boards, (2) knowledge and experience in executive compensation program design, corporate finance and legal and regulatory issues, (3) experience providing consultative services to boards, as well as its analysis of our existing program and proposal of key considerations in evaluating and strengthening our program and (4) factors affecting independence, including factors set forth by the NYSE for evaluating the independence of advisors. In connection with its consideration of Frederic W. Cook & Co.’s independence, the Talent and Compensation Committee factored in that Frederic W. Cook & Co. does provide consulting services to another company that has a director who is also a director of ours, but it does not have any other relationship with or provide any other services to us. As a result of the Talent and Compensation Committee’s review of the factors affecting independence, it has determined that Frederic W. Cook & Co. is independent and has no conflicts of interest with us.

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Corporate Governance

Corporate Governance and Compliance Committee Total Committee Meetings: 12 | Attendance: 100%
Jorge A. Caballero
(Chair)
Members:
R. Jeffrey Harris
Daphne E. Jones
Sylvia Trent-Adams

The Corporate Governance and Compliance Committee is responsible for, among other things, overseeing our board composition and refreshment strategies, corporate governance practices, sustainability and social impact reporting strategies and ethics and compliance programs. In the course of performing its functions, the Corporate Governance and Compliance Committee:
identifies and recommends qualified individuals with diverse backgrounds and experiences to become members of the Board,
oversees the Company’s ESG strategies and practices, including its governance reporting frameworks and climate-related risks and opportunities, as well as the impact of Company’s operations on team members, clients, suppliers and communities,
periodically evaluates the Code of Conduct and the Governance Guidelines,
reviews the performance of the Board and its committees on an annual basis,
oversees all aspects of the Company’s ethics and compliance programs, including the Company’s healthcare, employment and privacy regulatory compliance and risk oversight with respect to the credentialing of candidates,
reviews and evaluates succession planning for the CEO and other members of our executive management team,
oversees our shareholder engagement program as it relates to corporate governance issues and considers feedback provided by our shareholders,
reviews related party transactions, and
reviews and discusses with our executive team relevant quality metrics, compliance with certification standards and related laws and regulations as well as our enterprise risk management process relating to the quality of our services.

Key 2023 Activities
Oversaw the advancement of the Company’s ESG strategy, commitments, and initiatives, including the Company’s proposed developing and setting of Science-based targets, inaugural CDP submission as well as its gap assessment for ESG topics identified by stakeholders.
Oversaw the continued development and effectiveness of the Company’s Enterprise Compliance Program, including enhancements to the Company’s Ethics and Compliance Program ultimately resulting in the Company’s receiving Ethisphere’s Compliance Leader Verification®.

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Corporate Governance

Executive Committee Total Committee Meetings: 3 | Attendance: 100%
Douglas D. Wheat
(Chair)
Members:
R. Jeffrey Harris
Cary Grace
              

The Executive Committee exercises the power of the Board between its meetings, including the approval of certain acquisitions within established parameters.
Key 2023 Activities
Oversaw the Company’s acquisition of MSDR.
Oversaw the Company’s business development strategies and evaluated acquisition targets.

Meetings and Attendance

We expect each of our directors to attend each meeting of the Board and of the committees on which he or she serves. We also expect our directors to attend our annual meetings. Our Board has an excellent record of attendance and engagement. During 2023, the Board met 6 times and took 4 actions by unanimous written consent. In 2023, our directors attended 99% of the aggregate of the total number of meetings of the Board (held during the period for which he or she has been a director) and the number of meetings held by the Audit, Corporate Governance and Compliance, Talent and Compensation, and Executive Committees of the Board (during the periods that he or she served on such committees). All our then-serving directors also attended our 2023 Annual Meeting of Shareholders.
Director attendance at 6 board meetings and 31 committee meetings in 2023

Executive Sessions

The Board has executive sessions at each regularly scheduled Board meeting during the year, for which our management director, Ms. Grace, is not present.

More Information

You can learn more about our corporate governance by visiting https://ir.amnhealthcare.com/, where you will find our Corporate Governance Guidelines, each standing committee charter, and Director Independence Standards. AMN Healthcare has adopted a comprehensive Code of Conduct that applies to the CEO, CFO, Controller, and other senior financial and executive officers, as well as the Board of Directors and other employees. It is also available at https://ir.amnhealthcare.com/. Each of the above documents is available in print upon written request to the Office of the Corporate Secretary, AMN Healthcare Services, Inc. 2999 Olympus Blvd, Suite 500, Dallas, TX 75019 (469) 524-1473, or by email request to officeofthecorporatesecretary@amnhealthcare.com Attn: Corporate Secretary. Documents, reports and information on the Company’s website are not incorporated by reference in this proxy statement.

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Members of the Board who are not employees of the Company receive compensation for their service in the form of cash and equity. We refer to these directors as “Independent Directors.” Each form of compensation is evaluated by the Talent and Compensation Committee on an annual basis.

DIRECTOR COMPENSATION PHILOSOPHY AND PROCESS

The Talent and Compensation Committee believes director pay should be aligned with the long-term interests of our shareholders, so it gives substantial weight to the equity component, which represented approximately two-thirds of our Independent Directors’ median total compensation in 2023.

As part of its annual review process, the Talent and Compensation Committee evaluates a variety of sources and benchmarks the compensation we pay our Independent Directors against our executive compensation peer group and relevant market data. It also consults with our independent compensation consulting firm, Frederic W. Cook & Co., Inc., prior to issuing a recommendation to the Board, which it has historically done in conjunction with the election of directors at the Annual Shareholders Meeting. Following this process provides the Talent and Compensation Committee with more visibility into director pay trends based on the most recently disclosed public filings of peer companies included in its analysis.

Director Cash Compensation

We pay our Independent Directors an annual cash retainer that is paid in advance on a quarterly basis. We do not pay any meeting fees to our directors. The Chairperson of the Board and Committee Chairpersons receive an additional annual retainer for their services. We also reimburse directors for out-of-pocket expenses incurred in connection with their service. Annual retainers are paid in four equal quarterly installments. The table below sets forth the current annual retainer schedule for our Independent Directors.

Position       Annual Retainer
($)
Independent Director 90,000 (1)
Chairperson of the Board           150,000
Chairperson of Audit Committee 30,000
Chairperson of Talent and Compensation Committee 20,000
Chairperson of Corporate Governance and Compliance Committee 15,000
(1) Effective April 1, 2023, Talent and Compensation Committee approved an increase in the annual cash retainer for independent directors from $75,000 to $90,000.

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Director Compensation and Ownership Guidelines

Director Equity Compensation

We typically grant full-value equity awards to Independent Directors upon appointment or election to the Board, and annually thereafter during the director’s term. Because we believe that director compensation should be weighted in equity, we anticipate that we will continue to grant annual equity awards to our Independent Directors for the foreseeable future. The aggregate grant date fair value, which we refer to as AGD Fair Value, of such equity awards for 2023 is $160,014, which we believe aligns with the market for independent director compensation.

On May 17, 2023, each Independent Director serving on the Board at such time received an equity award of 1,681 restricted stock units, which we refer to as RSUs. The RSU awards issued to our Independent Directors vest on the earlier of the one-year anniversary of the grant date or the 2024 Annual Meeting of Shareholders, provided such director remains in service through such date. Each director was also given the option to defer receipt of the shares underlying the RSUs until their separation of service from the Board. Independent Directors that are elected to the Board at a time other than in connection with our annual meeting receive an equity award upon election in an amount equal to the pro rata annual grant value approved for Independent Directors for the anticipated service time from his or her date of election through the Company’s next annual meeting of shareholders. The chart on the right illustrates a breakdown of the current annual compensation of our Independent Directors, excluding committee retainers.

Independent Directors

Cash vs. Equity Compensation

Director Compensation Table

The following table reflects compensation that our directors earned during fiscal year 2023. The table does not include Ms. Grace, who received no additional compensation for her service as a director. Ms. Grace’s compensation as our President and CEO is described in the “Executive Compensation” section below. 

Name       Fees Paid
in Cash
($)
      Fees Paid
in Stock
($)(1)
      Total
($)
Mark G. Foletta 101,250 160,014 261,264
R. Jeffrey Harris 93,750 160,014 253,764
Martha H. Marsh 106,250 160,014 266,264
Jorge A. Caballero 95,604 160,014 255,618
Sylvia Trent-Adams 86,250 160,014 246,264
Douglas D. Wheat 236,250 160,014 396,264
Daphne E. Jones 86,250 160,014 246,264
Teri G. Fontenot 104,958 160,014 264,972
(1) The amount set forth in this column represents the AGD Fair Value of the 1,681 RSUs granted to each director elected to the Board on the date of the Annual  Meeting of Shareholders held on May 17, 2023 computed in accordance with FASB ASC Topic 718, but without reduction for estimated forfeitures. None of our Directors had option awards outstanding as of December 31, 2023.
(2) As of December 31, 2023, our Directors held the following RSUs, including deferred RSUs (#):

      Mark G.
Foletta
R. Jeffrey
Harris
Martha H.
Marsh
Jorge A.
Caballero
Sylvia
Trent-Adams
Douglas D.
Wheat
Daphne E.
Jones
Teri G.
Fontenot
26,278 34,738 30,531 3,139 2,878 36,419 3,280 6,634

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Director Compensation and Ownership Guidelines

Director Equity Ownership Requirement

Our Board believes that all directors should maintain a meaningful personal financial stake in the Company to further align their long-term interests with our shareholders. Accordingly, each non-management director is required to hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least five times the director’s annual cash retainer (i.e., $450,000 after April 1, 2023). The Company does not take into account the value of unvested RSUs and vested or unvested stock appreciation rights and options in determining whether a director meets our director equity ownership guidelines. As of December 31, 2023, all AMN Healthcare non-management directors satisfy our director equity ownership guidelines, except for Mr. Caballero, who was appointed to the Board in December 2021, and Dr. Trent-Adams, who was appointed to the Board in October 2020.

Level       Shares Held as Multiple of
Annual Cash Retainer
      Complies
Mark G. Foletta 23x
R. Jeffrey Harris 72x
Martha H. Marsh 43x
Jorge A. Caballero 1.9x (1)
Sylvia Trent-Adams 4.8x (2)
Douglas D. Wheat 12x
Daphne E. Jones 12x
Teri G. Fontenot 9.4x
(1) Mr. Caballero was appointed to the Board in December 2021 and does not yet satisfy the director equity ownership requirement.
(2) Dr. Trent-Adams was appointed to the Board in October 2020 and does not yet satisfy the director equity ownership requirement.

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Our named executive officers as of December 31, 2023 are listed below. We provide information regarding the business experience, qualifications, and affiliations of our currently employed named executive officers who are not directors below.

For Ms. Grace’s experience, qualifications, and affiliations, please see page 19.

     
Jeffrey R. Knudson | 48
Chief Financial Officer and Treasurer

   
Mr. Knudson joined us as Chief Financial Officer and Treasurer in November 2021. In his role, Mr. Knudson oversees the Company’s accounting, finance, investor relations, internal audit, risk management and real estate functions.
Prior to his appointment as Chief Financial Officer and Treasurer, Mr. Knudson served as Chief Financial Officer and Executive Vice President, Supply Chain of At Home Group, Inc., in which capacity he oversaw accounting, financial planning and analysis, treasury, investor relations, and internal audit and supply chain activities.
Prior to Mr. Knudson’s tenure with At Home Group, Inc., he served in several leadership positions at CVS Health and CVS Caremark Corp., including as Senior Vice President of Finance and Retail Controller for their retail pharmacy segment. Prior to CVS, Mr. Knudson was a key member of the treasury and mergers and acquisition leadership teams at L Brands and Express Scripts.
Mr. Knudson received his bachelor’s degree in accounting and finance from the University of San Diego.
   

     
Mark C. Hagan | 54
Chief Information and Digital Officer

   
Mr. Hagan joined us as Chief Information Officer in June 2018. In March 2020, Mr. Hagan was promoted to Chief Information and Digital Officer and is responsible for our digital strategy, technology R&D, enterprise information technology infrastructure, operations, development, security, program management operations as well as certain customer support operations.
Prior to joining AMN Healthcare from 2014 - 2018, Mr. Hagan was Chief Information Officer and Senior Vice President of IT at Envision Healthcare, a diverse healthcare services and technology company and a leading provider of physician-led services, post-acute care, ambulatory surgery services, and related management services. Prior to Envision, Mr. Hagan was IT Director at TeleTech.
Mr. Hagan currently serves as a director of M&M Properties Colorado LLC and Wonolo, Inc.
Mr. Hagan holds a Master of Business Administration from the University of Colorado and a Bachelor of Science and Computing from Queensland University of Technology.
   

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Executive Officers

     
Whitney M. Laughlin | 54
Chief Legal Officer and Corporate Secretary

   
Ms. Laughlin joined us in 2006 and was named Deputy General Counsel in 2011. In August 2023, Ms. Laughlin was promoted to Chief Legal Officer and Corporate Secretary. Ms. Laughlin is responsible for overseeing our legal, corporate governance, environmental, social and governance functions, privacy and compliance, government and community affairs and equity compensation.
She currently serves on the Executive Committee of the Board of SafeHaven of Tarrant County and on the Board of International Esperanza Project.
Prior to joining AMN Healthcare, Ms. Laughlin was a partner at Lewis, Brisbois, Bisgaard and Smith where she had an employment litigation practice, primarily serving healthcare and staffing industry clients. She received her law degree from Georgetown University Law Center and a Bachelor of Science in Political Science and a Bachelor of Arts in Communications, both from Southern Methodist University. Ms. Laughlin is a licensed attorney in California and Texas.
   

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Proposal
2
Advisory Vote to Approve Named Executive Officer Compensation
The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.            

Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on executive compensation on an annual basis, and the next shareholder advisory vote will occur at our 2024 Annual Meeting of Shareholders.

Our Board believes that AMN Healthcare’s long-term success as the leading total talent healthcare solutions company depends in large part on the attraction and retention of our named executive officers and the alignment of their compensation with the overall performance of the Company. Our compensation programs are designed to attract, retain, and properly incentivize executives and focus on the creation of shareholder value.

Under our executive compensation programs that are focused on aligning pay with performance, we reward our named executive officers for the Company’s short- and long-term performance, including the achievement of specific pre-established performance metrics tied to annual and long-term operational, financial and strategic goals. The compensation packages for our named executive officers are substantially tied to our strategic objectives, financial plan, and total shareholder return and align with the interests of our stakeholders and our commitment to our values and purpose. In setting target levels of compensation and long-term incentive opportunities, the Talent and Compensation Committee closely monitors evolving best practices as well as the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs fall within the relevant market practices.

The Compensation Discussion and Analysis that follows details our compensation philosophy and the implementation of that philosophy against goals, including how we set compensation targets and objectives and evaluate each named executive officer against those targets and objectives to ensure performance is appropriately rewarded.

We ask that you support the compensation of our named executive officers as disclosed in our Compensation Discussion and Analysis and the accompanying tables contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and the other related tables and narrative disclosure.”

Our Board and our Talent and Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies. Because your vote is advisory, it will not bind us, the Talent and Compensation Committee, or our Board.

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Executive Compensation

2023 Pay and Performance

Amidst a shifting industry landscape, as the healthcare industry adjusted to the post pandemic normal with regard to both demand and costs, the Company maintained focus on financial discipline while continuing to execute on strategic priorities to generate long-term shareholder value.

In 2023, as clients focused on building a more sustainable workforce, we began several key initiatives to reinforce our position as the preferred partner to help healthcare organizations optimize their workforce strategy, including a stepped-up branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace for tech-enabled healthcare total talent solutions. We also made strategic moves to ensure we are the preferred employer for healthcare professionals and team members, including providing greater workplace flexibility, aligning pay and benefits with market benchmarks, launching new career planning and mentoring support, and reinforcing our industry leadership in DEI.

We continued to make significant progress on our investments in digital and technology capabilities to enhance our client and healthcare professional experience. We launched ShiftWise Flex, a next-generation vendor management system (VMS) that will enable us to meet clients where and how they want to be served. In addition, our healthcare professional mobile application, AMN Passport, became the most downloaded mobile app in the healthcare staffing industry and has been downloaded by more than 220,000 registered, ready-to-work nurse and allied healthcare professionals.

As part of our long-term strategy to create sustainable value for shareholders, AMN Healthcare acquired MSDR during the fourth quarter of 2023, which consists of two healthcare staffing companies (MSI and DRW) that specialize in locum tenens and advanced practices. The addition of MSDR aligns and expands our Physician and Leadership Solutions operating segment and increases our candidate supply in hard-to-fill specialties, serves our clients’ physician needs efficiently and will help us to grow in the high-demand locum tenens market. Additionally, with our continued focus on cost discipline, and in the face of an industry-wide decrease in demand, we made the difficult decision to reduce our corporate employee workforce at all levels, as we realigned our organization to allow for improved direction of supporting teams and to streamline decision-making.

This year’s Compensation Discussion and Analysis highlights decisions made by the Talent and Compensation Committee in the context of AMN Healthcare’s 2023 financial and operational performance, including revenue of $3.79 billion and adjusted EBITDA of $579 million, while building momentum for 2024 and beyond by making significant progress on strategic initiatives to build our long-term growth. The Talent and Compensation Committee has primary oversight over the design and execution of the Company’s executive compensation program that is structured on a pay-for-performance model that leverages short-and long-term incentives to drive multiple dimensions of performance and aligns the interests of our executives with those of our shareholders and other stakeholders. More specifically, we have designed a total rewards program consisting of base salary, annual cash bonuses, and long-term equity incentive awards.

By aligning pay with performance, we motivate and reward our executives for increases in long-term shareholder value. We grant performance restricted stock units based on total shareholder return and adjusted EBITDA performance over a three-year period. For our 2021 TSR awards, whose performance period ended on December 31, 2023, our absolute TSR of 9% placed us in the 55th percentile versus the Russell 2000, resulting in a payout of 115% of the target amount. With respect to our 2021 EBITDA awards, our adjusted EBITDA performance exceeded target resulting in a payout of 134% of the target amount. We also grant restricted stock units, the inherent value of which is directly tied to the value of the Company’s stock performance.

We designed our 2023 Senior Management Incentive Bonus Plan, which we refer to as the Bonus Plan, to ensure that 70% of each executive’s annual cash bonus target is based on annual revenue and pre-bonus adjusted EBITDA goals, which serve as two key financial metrics for the Company. The Talent and Compensation Committee believes that the combination of these longer-term equity and annual cash incentive vehicles are effective to motivate and reward our executives, which is why they make up a substantial majority of their total compensation packages. As a result of this compensation structure, none of the Company’s named executive officers received a bonus under the Bonus Plan for the financial components of the incentive program for the 2023 performance period, as the threshold for the revenue and pre-bonus adjusted EBITDA goals were not met. However, as a result of our leadership’s strong contributions in 2023 to our strategic objectives, all of the Company’s named executive officers did earn between 150% -175% of their respective targets possible under the Leadership Component for the 2023 performance period.

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Executive Compensation

In May 2022, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition, we established a cash bonus program (the “2022 Performance and Retention Plan”) for our named executive officers (other than Ms. Grace and Ms. Laughlin, as discussed under “Compensation Discussion and Analysis – Our 2023 Compensation Program and Results – 2022 Performance and Retention Plan”) based on achieving 121% to 140% of our pre-bonus adjusted EBITDA target. These awards pay out at a range of 0% to 100% based on the performance, and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance in 2022, the 2022 Performance and Retention Plan resulted in the maximum payout on May 1, 2023.

The Talent and Compensation Committee believes that the Company’s compensation structure properly aligns pay with performance and appropriately incentivizes executives without excessive risk. The Committee is comfortable that the outcomes under the Company’s incentive compensation plans align with the Company’s financial performance, and the Company’s named executive officers continue to take the necessary actions today to achieve our long-term strategic plan and continue to deliver sustainable value to our shareholders.

Performance Goals for 2024

Looking to 2024, the Talent and Compensation Committee established financial goals for performance-based compensation over a three-year period (2024 through 2026). We set Bonus Plan targets based on our annual operating plan and intend that the achievement of our annual targets will contribute to the successful execution of our long-term strategy.

Compensation Committee Report

The Talent and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that follows with management and, based on this review and discussion, has recommended to the Board that it be included in AMN Healthcare’s proxy statement on Schedule 14A for its 2024 Annual Meeting of Shareholders, which is incorporated by reference in AMN Healthcare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each as filed with the SEC.

Talent and Compensation Committee Members
 

       
Martha H. Marsh Mark G. Foletta R. Jeffrey Harris Sylvia Trent-Adams
Chair      
       

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Executive Compensation

Compensation Discussion and Analysis

Executive Summary 59
Executive Compensation Practices 61
Principal Components of our Compensation Program 69
Our Compensation Determination Process 72
Our 2023 Compensation Program and Results 74
Additional Compensation Practices 81
Our 2024 Executive Compensation Program 83

This Compensation Discussion and Analysis, which we refer to as the CD&A, provides a detailed description of the compensation objectives, philosophy, design, practices, and programs for our named executive officers, and we listed those who served in this capacity during the 2023 fiscal year below. The Talent and Compensation Committee takes great care in exercising its oversight of the design of our comprehensive compensation program to attract, retain, and provide incentives for talent to lead our organization in a manner consistent with our core values and aligns with stakeholder interests and the achievement of our short- and long-term strategic goals.

More specifically, this CD&A provides details related to each of the following aspects of the total rewards program for our named executive officers: (1) the objectives and philosophy, (2) the processes and criteria in place for proper oversight, (3) the design and components of our named executive officers’ total rewards program, and (4) how each component supports the Company’s business strategy.

         
Cary Grace
President and Chief Executive Officer
Jeffrey R. Knudson
Chief Financial Officer and Treasurer
Mark C. Hagan
Chief Information and Digital Officer
Whitney M. Laughlin(1)
Chief Legal Officer and Corporate Secretary
Denise L. Jackson(2)
Former Chief Legal Officer and Corporate Secretary
 
(1) Ms. Laughlin was promoted to Chief Legal Officer and Corporate Secretary for the Company effective August 19, 2023. Prior to her promotion, Ms. Laughlin served as the Company’s Deputy General Counsel.
(2) Ms. Jackson resigned from the Company as Chief Legal Officer and Corporate Secretary on August 18, 2023.

Executive Summary

Our Executive Compensation Program Philosophy and Objectives

Our executive compensation philosophy is that compensation realized by executives should (i) align with shareholders’ interests, (ii) reflect the individual skills and contributions of the executive in achieving the strategic, financial, and operational goals of the Company and (iii) reflect the leadership they demonstrate in promoting our values-based culture and commitment to corporate social responsibility.

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Our Executive Compensation Program Objectives

OUR COMPENSATION PROGRAM OBJECTIVES
Pay-for-performance, with variable pay constituting a significant portion of total compensation
Focus on propelling growth and the attainment of our long-term financial and strategic objectives
Provide equal pay based on performance
Build a strong talent base to reinforce our succession planning objectives
Create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value
Reward our executives for long-term improvement in shareholder value
Attract, retain, and motivate highly skilled and innovative executives who embrace and promote AMN’s values-based culture that fosters innovation, diversity, and inclusion
Provide compensation that is competitive with compensation paid by other similarly sized companies, including those in our executive compensation peer group
Align compensation with established corporate governance practices and avoid excessive risk

With these principles in mind, we have designed and continually evaluate and modify, as necessary, our executive compensation program to support our strategic objectives of achieving above-market growth in revenue and profitability by (1) being the leader and innovator in healthcare total talent management solutions and services, (2) growing our overall revenue mix from strategic talent solutions and technology and (3) delivering a superior customer experience through operational excellence and agility.

To support the Company’s objectives, the Talent and Compensation Committee has designed a total rewards program for our named executive officers, which includes the following primary features that constitute the majority of our named executive officer’s total compensation: (1) base salary; (2) annual bonuses; and (3) long-term incentive awards.

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Executive Compensation Practices

WHAT WE DO    
Executive Compensation Philosophy that reflects our commitment to long-term shareholder value, equal pay, corporate social responsibility and a culture of compliance and ethics.
Align Pay with Performance. Design an executive compensation program that is focused on performance with variable pay comprising the majority of each executive’s compensation.
Reward for Increases in Shareholder Value. We grant performance restricted stock units, which we refer to as PRSUs, based on absolute and relative total shareholder return over a three-year performance period to reward named executive officers for above-market stock performance (relative to the Russell 2000 Index).
Focus on Our Long-term Goals. We utilize PRSUs based on the Company’s achievement of certain adjusted EBITDA targets with a three-year vesting period and RSUs, the inherent value of which, is directly tied to the value of the Company’s stock performance.
Strong Ownership Requirements. We have stock ownership guidelines requiring our directors and executive officers to hold significant multiples of their annual retainer or base salary.
       
Cap Incentive Awards. We cap payouts for both our cash and equity incentive awards.
Incentives to Achieve Objective Key Financial Metrics. 70% of our annual cash bonus incentive plan is based on revenue and pre-bonus adjusted EBITDA targets, two key financial metrics for the Company.
Competitive Peer Benchmarking. We review our executive compensation peer group on an annual basis to ensure that our compensation program is properly aligned with companies of similar size within the healthcare and recruitment and staffing industries.
Independent Compensation Consultant. Our Talent and Compensation Committee utilizes the services of an independent and reputable compensation consultant, Frederic W. Cook, to provide pay recommendations.
“Double-trigger” Change in Control Provisions. Our equity award arrangements include “double-trigger” mechanics.
Compensation Recoupment Policy. We have a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange.

WHAT WE DON’T DO
ûNo Pledging or Hedging of Company Securities Permitted
ûNo Tax Gross-ups
ûNo Single-Trigger Change in Control Agreements
ûNo Excessive Perquisites

2023 Year In Review

Throughout 2023, AMN Healthcare experienced meaningful changes to the business environment in which we operate. These changes had an impact on our organization and the Talent and Compensation Committee undertook deliberate compensation actions to support the business during this transition. In 2023, AMN faced a challenging business environment as the healthcare industry adjusted to a new normal for demand and costs in a post-pandemic environment, which resulted in reduced demand for our services in 2023. In order to respond to this challenging business environment and position the Company for long-term success, we undertook several key actions:

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2023 Incentive Plan Metrics and Targets

Our incentive plans continued to emphasize key metrics tied to Revenue, Pre-Bonus Adjusted EBITDA, and Relative Total Shareholder Return
Targets were established at the beginning of 2023 and no adjustments were made to our targets despite the industrywide challenges

2023 Annual Incentive Plan

Financial component of the annual incentive plan (70% weighting) was paid at 0%
In recognition of the meaningful contributions to help strategically position the organization, the Committee elected to pay out the Leadership Component of the annual incentive plan (30% weighting) between 150% and 175% of its target; resulting bonus payout was 45% to 52.5% of overall target

2024 Compensation

Cash compensation for our named executives officers was held flat in light of the challenging business environment

A long-standing principle of our executive compensation program is linking pay to performance. Accordingly, when making compensation decisions, we analyze our financial, operational, and stock performance and execution on strategic initiatives. The Company continued to make significant progress on our short- and long-term objectives and overall business strategy. We describe some of our 2023 highlights below.

           
AMN Passport
remained the most downloaded app in healthcare staffing industry with more than 220,000 registered nurse and allied healthcare professionals(1)
ShiftWise Flex
launched the latest generation of our market-leading vendor management system
Acquired MSDR bolstering our locum tenens growth strategy and presence in attractive physician specialties
Over $425 million
in SHARE REPURCHASES representing 11% of weighted average shares outstanding in 2023(2)
 

(1) As of December 31, 2023.
(2) For the year ended December 31, 2023.

Leadership in Total Talent Solutions as One AMN

In 2023, we made progress on our goal to be the most trusted and utilized tech-enabled total talent solutions partner. We have strengthened our portfolio of talent solutions through our strong commitment to technology enablement. To serve all of our clients’ current and future needs, AMN Healthcare has established an accelerated cadence of rolling out enhancements and innovations in our technology platform. This will continue to make it easier for clients to access our full set of 20 solutions through our better-integrated sales and service organization. In 2023, the average number of AMN solutions utilized by our top 30 clients increased to 9, and the number of our top 20 clients that utilized 10 or more of our workforce solutions increased 10%.

As the industry adjusted to the new normal for demand and costs, we remained focused on helping our clients deliver on their mission to provide quality care by collaborating, innovating, and evolving our existing solutions and creating new ones. After focusing on serving our MSP clients in a time of crisis, we are back to serving the broader market with the entirety of our solution set. This effort includes our branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace. In 2023, three of our legacy nurse staffing brands, American Mobile, Nurse Choice and Onward Healthcare, became one under AMN Healthcare Nursing Solutions, and StaffCare and Merritt Hawkins have been consolidated under the AMN Physician

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Solutions brand. These changes provide a more cohesive experience for hospitals, healthcare systems, and healthcare professionals. Healthcare systems now have access to a larger pool of quality healthcare professionals and AMN Healthcare’s full suite of workforce resources and support, and candidates have a wider selection of career opportunities across the United States.

Enhanced Digital Experience for Clients, Healthcare Professionals and Team Members

Throughout 2023, we continued to deliver on our investments in technology and digital capabilities to enhance our client, candidate, and team member experience. Our team members are gaining empowerment from improved processes, faster and more responsive team communications, and the integration of AMN Passport, our industry-leading mobile app, into our workflows. Passport continues its strong growth of registrants and average daily users. This growth is driven by the increasing value we are building into Passport, enabling on-line and mobile touchpoints, self-service capabilities, and automated processes, resulting in high utilization and user satisfaction by healthcare professionals on assignment.

A major milestone in our digital acceleration in 2023 was the go-live of ShiftWise Flex, the latest generation of our market-leading vendor management system. The newly reengineered platform manages a full range of program management options as well as clinical and non-clinical labor sourcing options, from agency staffing and independent contractors to float pool and direct hire. ShiftWise Flex empowers users with intuitive dashboards, real-time data-driven labor market insights, powerful supplier support, and Passport integration for AI-powered talent matching, credentialing and candidate self-service.

We believe our investments in technology systems and digital capabilities will continue to drive innovation and position us to serve growing health systems and diverse care settings while reducing costs and complexities for our clients and more effectively engage our healthcare professionals on their entire career journey.

Sustained Financial Discipline

Despite this challenging environment we have continued to generate strong cash flows and put capital to work. Our capital expenditures this year reached a record high of over $100 million, focused primarily on innovations that we expect to bring attractive, long-term returns. During 2023, we also deployed over $425 million in share repurchases, including through an accelerated repurchase program, representing 11% of weighted average shares outstanding in 2023, in keeping with our commitment to return capital to our shareholders. Additionally, as part of our growth strategy, we acquired MSDR in the fourth quarter of 2023, expanding our Physician and Leadership Solutions operating segment and increasing our candidate supply in hard-to-fill specialties. MSDR’s expertise and talent are strong complements to, and growth accelerators for, our existing locums business.

Advancing the Overall Health of Our Workforce, Workplace and Marketplace

We believe advancing the overall health and wellbeing of our workforce, workplace and marketplace is vital to our ability to be the employer and strategic partner of choice in healthcare total talent solutions. At the core of these efforts is our commitment to working to embed diversity, equity and inclusion within our organization. One way in which we measure this is the representation of our workforce and its reflections of the communities that we serve. As of January 2024, 69% of our team members are women, and 43% of our team members and 35% of our leaders are from other historically underrepresented communities.

To ensure our ability to continue to attract and develop diverse talent, we also enhanced our human capital infrastructure to support pay equity, leadership development and professional connections. For the seventh consecutive year, we were named to the Bloomberg Gender Equality Index and received a top ranking in the Human Rights Campaign Foundation’s Corporate Equality Index. We believe that our diverse workforce and inclusive environment drives better outcomes which has made us the leader in total talent solutions.

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2023 Compensation Elements

The following charts compare our year-over-year performance on key financial metrics that we utilized in making compensation decisions for our named executive officers for 2023.

                     
Consolidated Revenue (MM) Consolidated Adjusted EBITDA (MM)
 

The Talent and Compensation Committee considered our financial and operational performance over the past 12 months as well as our 2023 total shareholder return when determining our named executive officers’ 2023 cash bonus and equity awards that were earned. Because certain compensation information included in this proxy statement spans the last three fiscal years, we have set forth below our cumulative total shareholder return and compound annual growth rate for the one-, two- and three-year periods ended December 31, 2023.

Period Cumulative Total
Shareholder
Return(1)
(%)
Compound
Annual
Growth Rate
(%)
Common Stock
Price at Beginning
of Period
($)
One-Year Period Ended December 31, 2023 (38) N/A 102.82
Two-Year Period Ended December 31, 2023 (36) (21.76) 122.33
Three-Year Period Ended December 31, 2023 10 3.14 68.25

(1) The price of our common stock on December 29, 2023 (the last trading day of the year) was $74.88. The cumulative total shareholder return illustrated in this column is based upon the provisions of the Company’s TSR performance equity awards agreements, which measure the percentage increase in the 90-day average closing price of our common stock on the trading day at the end of the relevant investment period from the 90-day average closing price of our common stock on the last trading day of the year preceding the beginning of the applicable period. Compound annual growth rate is based upon on the closing stock at the beginning and end of the applicable period. We did not pay any dividends during the periods set forth in this table.

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The illustrations below provide an overview of the principal components of our executive compensation program aimed at driving long-term shareholder value and rewarding strong financial and operational performance. Numerous factors played a role in our 2023 compensation decisions with the overarching goal of closely linking pay to performance. In 2023, given the Company’s financial performance and long-term stock performance, performance-based cash incentives paid for 2023 performance and equity compensation granted in 2023 comprised 81% of Ms. Grace’s total compensation, and 52% - 77% of the total compensation for each of our other named executive officers resulting in an average of 68% of total compensation at risk for our other named executive officers (other than with respect to Ms. Jackson’s partial year of service), as set forth in the Summary Compensation Table on page 85 below.

             
Ms. Grace’s Compensation Granted At Risk
 
 
Other NEO Compensation Granted At Risk
 

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COMPONENTS PURPOSE KEY FEATURES

BASE SALARY

Attract and retain talent

Fixed base of cash compensation
Reviewed and approved annually
Benchmarked annually to the median and 75th percentile of our peer group and other companies of similar revenue and market capitalization

Ms. Grace:

Other NEOs (Average):

ANNUAL CASH INCENTIVE BONUS

Drive achievement of annual strategic and financial objectives

70% of target values are directly tied to measurable financial measures (known as the “Financial” component)
Consolidated revenue (30%)
Consolidated adjusted EBITDA (40%)
30% of target values are directly tied to non-financial factors (known as the “Leadership” component)
One-year performance period, aligned with our strategic priorities
Payout Range: 0-200% of target

Ms. Grace:

Other NEOs (Average):


 

LONG-TERM INCENTIVE

Align with shareholders interests and drive achievement of our long-term strategic objectives

Equity mix of:
Time-vested restricted stock units (35%)
Performance-based restricted stock units based on total shareholder return (30%)
Payout Range: 0-175% of target 
Performance-based restricted stock units based on adjusted EBITDA performance (35%) 
Payout Range: 0-200% of target 
Three-year performance/vesting period
Actual payout dependent upon long-term financial and stock performance and retention

Ms. Grace:

Other NEOs (Average):


 

As the Talent and Compensation Committee has consistently done, it based its 2023 compensation decisions on the Company’s 2023 financial goals and other actions influencing executive compensation based on the expectation that (1) we would achieve targeted revenue and adjusted EBITDA performance on a consolidated basis, and (2) our named executive officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values. Below is a breakdown of our current named executive officers’ actual compensation for 2023, as set forth in the Summary Compensation Table on page 73 below.

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ESG-Linked Performance Pay

At AMN Healthcare, we integrate ESG goals into executive compensation. Specifically, the Company holds leadership accountable for executing on our ESG-related commitments by integrating achievement of ESG-related objectives into leadership metrics that comprise a portion of the “Leadership” component that makes up 30% of our senior executives’ target annual cash incentive bonus. In determining the ESG component, the Talent and Compensation Committee considers the Company’s performance and progress on certain ESG initiatives.

For 2023, these initiatives included, among other things, increasing representation of historically underrepresented groups, including women, in leadership roles, leadership of our Employee Resource Groups, and philanthropic leadership through board service.

In 2023, AMN Healthcare made significant progress in each of these and other ESG initiatives which the Talent and Compensation Committee determined significantly exceeded our goals. Among other achievements for 2023, the Company under its executive leadership:

Received multiple national and regional awards and recognition for DEI leadership; and
Continued to prioritized sustainability in our decision making.

Named Executive Officer Compensation In 2023

Cary Grace
Total: $6,660,480
Jeffrey R. Knudson
Total: $3,402,813

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Mark C. Hagan
Total: $2,303,132
Whitney M. Laughlin
Total: $814,465

Denise L. Jackson
Total: $1,655,676

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Response To 2023 Say-On-Pay Vote

At our 2023 Annual Meeting of Shareholders held on May 17, 2023, we received approximately 92% support (based on shares voting) on our advisory “say-on-pay” proposal regarding the compensation of our named executive officers. Our compensation program has remained consistent with that set forth in our 2023 proxy statement for our 2023 Annual Meeting of Shareholders, and we believe the following four themes remain most important to our shareholders: (1) compensation should correlate to company performance, (2) performance-based compensation should constitute a majority of our named executive officers’ compensation, (3) long-term performance awards should be utilized to ensure sustainable value for shareholders should be an integral part of compensation and (4) compensation should be designed to motivate, reward and retain executives.

The Talent and Compensation Committee believes that our executive compensation program in 2023 satisfied each of the four themes identified above. In 2023, the Committee took the following actions:

1.  Issued performance restricted stock units (“PRSUs”) tied to total shareholder return and adjusted EBITDA performance over a three-year period,
2. Established performance goals for consolidated revenue and adjusted EBITDA performance in line with our annual financial operating plan for the named executive officers to receive their target bonuses, and
3. Adjusted base salaries, cash incentive annual bonus opportunity and long-term equity incentive grant values aligned with market and peer group to reward strong performance and to retain our talent.

Principal Components of our Compensation Program

In line with our core value of continuous improvement, we (1) listen to our shareholders, (2) review the latest trends in executive compensation practices, (3) evaluate whether shareholders or proxy advisory services view certain pay practices with disfavor and (4) review our pay practices to ensure that we have designed and implemented compensation programs that we believe will create value for our shareholders that attract, incentivize, and retain executives.

PRINCIPAL COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
Base salary,
Short-term or annual performance awards in the form of cash bonuses, and
Long-term incentive awards in the form of restricted stock units and performance restricted stock units.
We also provide:
benefits generally available to other employees, including a non-qualified deferred compensation plan,
severance agreements, and
reimbursement for each named executive officer up to $25,000 for certain financial, estate planning and personal health and wellness expenses.

Base Salary

Base salary serves as the first principal component of our executive compensation program. In setting base salaries, the Talent and Compensation Committee considers several factors.

FACTORS CONSIDERED BY THE TALENT AND COMPENSATION COMMITTEE IN SETTING BASE SALARIES
The salaries of similarly situated executives within our peer group and other companies of similar revenue size and market capitalization,
Our operational and financial performance,
Individual performance, skills, knowledge, tenure, experience, and responsibilities, and
The recommendations of our CEO for our other named  executive officers.

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We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance against our annual strategic objectives and our annual operating plan. We evaluate our stock performance against our executive compensation peer group and the Russell 2000 Index. Our CEO recommendations are particularly helpful for the Talent and Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience and responsibilities.

Annual Cash Performance Bonus

Annual cash performance bonus opportunities serve as the second principal component of our executive compensation program and are designed to incentivize and reward performance. The Company’s Bonus Plan is the mechanism by which the Talent and Compensation Committee provides cash bonus opportunities as a strong incentive for our executive officers to achieve annual financial targets that support our strategic objectives and individual leadership goals that support non-financial objectives discussed below. Although certain details of the Bonus Plan may change from year to year, its principal elements remain consistent and with respect to our financial goals, include specific consolidated revenue and consolidated adjusted EBITDA financial goals tied to our annual operating plan. We refer to these financial metrics of the Bonus Plan as the Financial Component. The Talent and Compensation Committee sets threshold, “target” (i.e., 100% payout) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement required to trigger a threshold, target, or maximum bonus for the named executive officer under such metric. The threshold level for each metric typically starts at a minimum performance level (i.e., 90% of targeted consolidated adjusted EBITDA). The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA and one-half percent increments for revenue) of performance between the threshold level and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. The leadership component of the bonuses, which we refer to as the Leadership Component in this CD&A, has been based on non-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives, including the Company’s diversity and ESG-related objectives and effective leadership in line with our core values.

In setting each named executive officer’s target bonus, the Talent and Compensation Committee evaluates benchmarking data for comparable positions generally and within our executive compensation peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities.

PRINCIPLES GOVERNING THE DESIGN OF CASH INCENTIVE BONUSES

The metrics must be tied to key indicators of our success and our annual objectives,
The performance goals must be reasonably achievable and viewed as fair, while at the same time encouraging stretch performance,
The metrics must be simple to understand and can be achieved under the executive’s leadership,
The portion of an individual’s target annual cash compensation attributable to target annual bonus should increase with successively higher levels of responsibility, and
Payouts should reflect our performance as well as the performance of the executive, including performance relative to the Company’s diversity, equity, and inclusion objectives and furtherance of its culture of ethics.

The Talent and Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan, provided that any such amendment that would adversely impair the rights of the grantee in respect of any PRSUs already granted shall not to that extent be effective without the consent of the grantee.

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Long-Term Incentives

Long-term incentives in the form of equity awards are the third principal component of our executive compensation program and serve to align the interests of our named executive officers with our shareholders. Under the Company’s 2017 Equity Plan, which we refer to in this CD&A as the Equity Plan, we grant equity awards with various vesting parameters, typically three years in length, to named executive officers and key employees to incentivize the achievement of our long-term strategic objectives. We also use the equity awards as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive component. In 2023, we utilized PRSUs that pay out based on (i) the Company’s total shareholder return over three years and (ii) adjusted EBITDA Performance PRSUs that vest and pay out at the end of three years that accrue value on a one year and then two-year performance period based on the Company’s achievement of a target at the end of the first year and then a certain year-over-year compounding adjusted EBITDA performance target in the remaining two years. We refer to these awards as our TSR PRSUs and Adjusted EBITDA Performance PRSUs, respectively.

PRINCIPLES GOVERNING THE DESIGN OF LONG-TERM INCENTIVES

Performance periods should cover multiple years to create balance between short- and long-term objectives,
Long-term incentives should function to (a) align executive and shareholder interests, (b) enhance focus on improvements in operating performance and the creation of shareholder value and (c) drive achievement of our long-term strategic objectives,
Awards should support retention,
Aggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer, and
The aggregate cost of long-term incentives should be reasonable compared to members of our peer group, and the cost implications should be supported by our annual operating plan.

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Our Compensation Determination Process

Roles and Responsibilities

RESPONSIBLE PARTY            PRIMARY ROLES AND RESPONSIBILITIES RELATING TO COMPENSATION DECISIONS
Talent and Compensation Committee
(Comprised solely of independent directors)
 
The primary responsibilities of the Talent and Compensation Committee include oversight of our executive compensation programs. Specifically, they include:
Review the design of, and risks associated with, the Company’s compensation policies and practices, including our Equity Plan and Bonus Plan;
Approve annual performance goals and objectives for our Chief Executive Officer;
Determine the annual compensation of our Chief Executive Officer, including the performance metrics and goals for performance-based long-term and short-term incentive compensation;
Conduct an annual evaluation of our Chief Executive Officer’s performance and review such evaluation with the independent members of the Board;
Approve the annual compensation of our other named executive officers and executives that directly report to our Chief Executive Officer (we refer to this group of executives, including the Chief Executive Officer, as the CEO Committee), including performance metrics and goals for performance-based long-term and short-term incentive compensation;
Hire the Company’s independent compensation consultant; and
Approve the composition of our executive compensation peer group.

     

Independent Members of the Board  
Participate in and consider the Talent and Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance; and
Consider the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate or necessary, ratify such actions.
Independent Compensation Consultant
(Frederic W. Cook & Co., Inc.)
 
Provide the Talent and Compensation Committee with advice regarding the design of all elements of the Company’s executive compensation program;
Review and provide an assessment of the material risks associated with the Equity Plan and Bonus Plan;
Provide advice to the Talent and Compensation Committee regarding the composition of the compensation peer groups;
Provide expert knowledge of marketplace trends and best practices relating to executive compensation and competitive pay levels;
Provide advice and recommendations regarding the compensation of the Company’s named executive officers; and
Regularly attend and actively participate in meetings of the Talent and Compensation Committee, including executive sessions.
Chief Executive Officer  
Recommend annual non-financial performance goals and objectives for the CEO Committee (other than herself);
Conduct an annual performance evaluation for each member of the CEO Committee (other than herself) and discuss the results with the Committee; and
Make recommendations to the Talent and Compensation Committee with respect to the compensation of the members of the CEO Committee (other than herself) based on the final assessment of their performance.

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The Talent and Compensation Committee generally conducts its salary and bonus structure review for a particular year in the last quarter of the previous year or early in the subject year. At that time, the Talent and Compensation Committee evaluates compensation by, among other things, reviewing (1) peer benchmarking information, (2) the individual’s performance, duties, and experience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself).

With respect to our Bonus Plan, the Talent and Compensation Committee determines the performance metrics for the award each year. In December, the Board approves our annual operating plan and financial targets for the upcoming year. Once our annual operating plan is approved, the Talent and Compensation Committee sets the range of financial performance targets for our named executive officers under the Bonus Plan in early January of each year. These financial targets set by the Talent and Compensation Committee correspond to our annual operating plan financial targets approved by the Board. The Talent and Compensation Committee also grants annual equity awards under our Equity Plan. In addition to annual grants, the Talent and Compensation Committee utilizes the Equity Plan to grant equity awards to key employees upon their initial employment, promotion, or as special retention awards. In the Talent and Compensation Committee’s discretion, it may authorize our CEO to grant equity awards to employees that do not serve on the CEO Committee within certain individual and aggregate thresholds that the Talent and Compensation Committee approves. The Talent and Compensation Committee regularly reviews any awards granted by our CEO.

Peer Group

On an annual basis, the Talent and Compensation Committee reviews potential peer companies to help assess the competitiveness of compensation and practices for our executives and approves an appropriate executive compensation peer group. Accordingly, to understand our position within the marketplace and make compensation decisions that will help attract and retain a strong management team, the Talent and Compensation Committee reviews (1) compensation information for companies comparable in size and industry, (2) our financial performance against our internal financial targets, our designated peer group, and the Russell 2000, and (3) internal compensation comparability among senior executives. The Talent and Compensation Committee believes an important factor to consider in ensuring that our compensation program remains competitive, is the proper identification and selection of the executive compensation peer group, as we may compete for executive talent with such peer companies. The Talent and Compensation Committee selects peers from the healthcare, commercial and professional services industries, and targets companies operating in the healthcare and employment services, healthcare technology and diversified support services sectors. Our 2023 executive compensation peer group, as determined by our Talent and Compensation Committee, was as follows:

Our 2023 Executive Compensation Peer Group

Change Healthcare
Insperity, Inc.
ASGN Incorporated
Amedisys, Inc.
Kelly Services
Premier, Inc.
Cross Country Healthcare, Inc.
Korn Ferry
Robert Half International Inc.
Encompass Health
Option Care Health
Teledoc Health
TriNet Group, Inc.
Pediatrix Medical Group, Inc.
R1 RCM, Inc.

Each July the Talent and Compensation Committee evaluates our executive compensation peer group for the upcoming year primarily using industry, revenue and market capitalization of companies. When evaluating our 2023 executive compensation peer group, the Committee reviewed (1) our 2022 executive compensation peer group, (2) the peers that Institutional Shareholder Services lists for us that were not in our 2022 executive compensation peer group, (3) peers that Glass Lewis lists for us that were not in our 2022 executive compensation peer group, (4) companies that were not in our 2022 executive compensation peer group that disclosed us in their proxy statement as part of their peer group, and (5) companies within our GICS code that met Institutional Shareholder Services’ recommended revenue and market capitalization band criteria.

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Revenue and market capitalization data for our 2023 executive compensation peer group are as follows:

Percentile       Revenue(1)       Market
Capitalization(2)
25.0% $1,341 $2,718
50.0% $3,510 $3,667
75.0% $4,801 $5,326
AMN Healthcare $4,096 $2,912
AMN Healthcare Percentile Rank 53% 30%
(1) Trailing 12-month revenue as of September 30, 2023.
(2) Market capitalization as of January 15, 2024.

Benchmarking

The principal components of our executive compensation program – (1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards – reflect the implementation of our executive compensation philosophy. The Talent and Compensation Committee receives benchmarking information for each of these components at the median and 75th percentile utilizing a blend of companies, including those within our executive compensation peer group, that are similar in terms of business type, revenue, and market capitalization. The Talent and Compensation Committee considers benchmarking data as a reference point rather than determinative data. Compensation for specific individuals may vary upward or downward from the median for individual named executive officers based on, among other things, individual performance, tenure, experience, scope of responsibilities, internal parity considerations, the recommendations of our CEO (for compensation other than her own) and succession planning considerations.

Our 2023 Compensation Program and Results

Our named executive officers’ 2023 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives; (4) reimbursement for certain financial, estate planning and personal health and wellness expenses; and (5) certain other additional compensation, such as matching deferred compensation contributions. We discuss each component of our 2023 compensation program for our named executive officers in more detail below.

Base Salary

In late 2022, the Talent and Compensation Committee reviewed annual base salary levels for the named executive officers and, after careful consideration, approved increases effective January 1, 2023 ranging from zero to five percent from the previous year, as reflected in the table below. In making its determinations, the Talent and Compensation Committee considered, among other things, (1) the salaries for similarly situated executives within our executive compensation peer group and other companies of similar revenue size and market capitalization, (2) Company operational and financial performance, and (3) individual performance.

When benchmarking Ms. Grace’s 2023 base salary, it was around the 75th percentile among other CEOs within our 2023 executive compensation peer group.

Named Executive Officer       2022 Salary
($)
      2023 Salary
($)
      Increase
%
Cary Grace 1,060,000 1,060,000 0
Jeffrey R. Knudson 600,000 630,000 5
Mark C. Hagan 525,000 550,000 4.8
Whitney M. Laughlin(1) 425,000
Denise L. Jackson(2) 460,000 500,000 5
(1) Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized base salary after her promotion.
(2) Ms. Jackson retired from the Company effective August 18, 2023. Amount reflects Ms. Jackson’s annualized base salary.

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Executive Compensation

Senior Management Incentive Bonus Plan

Target Bonus Levels

In December 2022, the Talent and Compensation Committee reviewed and set the 2023 target bonus levels for our named executive officers, which we express as a percentage of annual base salary.

The table below shows 2023 target bonus information for each named executive officer both in dollar amount and as a percentage of salary together with, for comparative purposes, the same figures for 2022.

Named Executive Officer       2022 Bonus Target
(% of Salary)
      2023 Bonus Target
(% of Salary)
      2022 Bonus Target
($)
      2023 Bonus Target
($)
Cary Grace 125 125 1,325,000 1,325,000
Jeffrey R. Knudson 90 100 540,000 630,000
Mark C. Hagan 90 90 472,500 495,000
Whitney M. Laughlin(1) 65 276,250
Denise L. Jackson(2) 90 90 414,000 450,000
(1) Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized bonus target after her promotion.
(2) Ms. Jackson retired from the Company effective August 18, 2023.

The dollar amount of Ms. Grace’s 2023 cash bonus target amount was at the 50th percentile among CEOs within our 2023 executive compensation peer group based on the most recent proxy statements filed by our executive compensation peer group, which the Talent and Compensation Committee believed was appropriate.

Structure of our Senior Management Incentive Bonus Plan

In 2023, and consistent with previous years, the Financial Component comprised 70% of our named executive officers’ total target bonuses and the Leadership Component comprised the remaining 30%.

For 2023, consistent with prior years’ practice, the Talent and Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our 2023 annual operating plan revenue and Pre-Bonus Adjusted EBITDA targets. We use Pre-Bonus Adjusted EBITDA, which we refer to as Pre-Bonus AEBITDA(1), solely to determine bonuses. Pre-Bonus AEBITDA excludes from Adjusted EBITDA the payment of bonuses, the impact of acquisitions that were not included in the Company’s operating plan, and certain increases to the Company’s legal expense accruals not contemplated by its 2023 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our 2023 net income to adjusted EBITDA and Pre-Bonus AEBITDA, please see Exhibit A to this proxy statement (page 115).

In 2023, the weighting of the performance metrics reflected below were consistent for each of our named executive officers:

Consolidated Revenue Pre-Bonus AEBITDA Leadership Component
30% 40% 30%
(1) Under no circumstances should Pre-Bonus adjusted EBITDA be used to substitute for any other financial metric and is used by us solely to determine bonus amounts.

Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives

In 2023, the Talent and Compensation Committee continued to utilize the Financial and Leadership Components as the annual performance metrics under the Bonus Plan for a variety of reasons, which are described in more detail below.

Financial Component
Consolidated Revenue (30%): The Talent and Compensation Committee believes revenue is a reliable measurement to evaluate the success of our growth strategy and operational performance. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance.
Pre-Bonus AEBITDA (40%): The Talent and Compensation Committee chose Pre-Bonus AEBITDA because adjusted EBITDA is widely accepted among management, the Board, shareholders, and financial analysts as a measurement of our profitability and performance. Revenue and adjusted EBITDA are routinely areas of focus during our earnings calls and meetings with investors. Furthermore, the Talent and Compensation Committee believes Pre-Bonus AEBITDA remains an objective measure of management’s performance because it excludes items over which management has less control, such as amortization, interest expense and taxes.

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The actual consolidated revenue and consolidated Pre-Bonus AEBITDA targets that the Talent and Compensation Committee established as the basis for paying “target” pay outs under the 2023 Financial Component for each named executive officer represented performance that the Talent and Compensation Committee believed was at or above anticipated performance of those in our market sector. The threshold for a named executive officer to receive a bonus under the Financial Component required achievement of 90% of our 2023 annual operating plan target for each of Pre-Bonus AEBITDA and consolidated revenue. Receipt of the target bonus amount for each of the consolidated revenue and Pre-Bonus AEBITDA metrics required the Company to meet 100% of our 2023 annual operating plan for that metric.
Leadership Component (30%): The Talent and Compensation Committee uses the Leadership Component to focus on the executive’s contribution to achieving our strategic goals that will fuel our financial success and create long-term value. While the specific measures may differ slightly for each named executive officer, we generally measure the Leadership Component based upon our named executive officers’ leadership, personal performance, execution on our strategic and operational initiatives and achievement of ESG-related objectives.

2023 Payouts Under Senior Management Incentive Bonus Plan

Financial Component

We have included a table below ($ in thousands) that summarizes how we performed against the target financial performance metrics that we utilized when determining the Financial Component portion of our named executive officers’ bonuses for 2023.

Metric       2023
Target
      2023
Results
      $ Variance From
2023 Target
      % Variance From
2023 Target
Consolidated Revenue 4,381,600 3,789,254 (592,346) (13.5)
Pre-Bonus AEBITDA 719,600 583,166 (136,434) (19)

Leadership Component

With respect to the Leadership Component, the Talent and Compensation Committee believes our named executive officers demonstrated strong leadership in 2023, helping us to reinforce our position as the preferred partner to help healthcare organizations optimize their workforce strategy. The Talent and Compensation Committee’s evaluation included an analysis of our named executive officers’ performance against targets, which included milestones aligned with advancing AMN Healthcare’s technology and innovation strategy. Specific achievements of the Company under the leadership of our named executive officers in 2023 include:

Making it easier for clients to access our full set of solutions through our better integrated sales and service organization, including progress on our branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace;
Reestablishing more proactive relationships with clients after three years of crisis management;
Streamlining and reorganizing our operating structure to achieve greater focus and cost savings;
Expanding our physician and leadership solutions operating segment and increasing our candidate supply of hard-to-fill specialties through our acquisition of MSDR;
Establishing an accelerated cadence of rolling out enhancements and innovations in our technology platforms; and
Making measurable progress in advancing our other ESG-related initiatives.

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Payouts

The Company’s 2023 financial performance did not meet the thresholds for consolidated revenue or pre-bonus Adjusted EBITDA targets. As a result, none of the Company’s named executive officers received a bonus under the Bonus Plan for the financial components of the incentive program for the 2023 performance period.

The 2023 annual operating plan did not reflect the potential financial impact of any acquisitions. As such, the Talent and Compensation Committee did not include the financial impact of the Company acquisition of MSDR when determining the Company’s 2023 bonus plan revenue and adjusted EBITDA. Excluding the impact of such acquisitions, the Company’s 2023 revenue and Pre-Bonus AEBITDA results were less than its 2023 annual operating plan and the revenue and Pre-Bonus AEBITDA Bonus Plan targets approved by the Committee in January 2023 by 13.5% and 19%, respectively.

The Company and its Talent and Compensation Committee believe that the Bonus Plan is working as intended. The illustrations below demonstrate the Company’s reported performance compared to annual operating plan target for each of the elements of the Financial Component together with an illustration of the Company’s 2023 bonus payout compared to the Financial Component targets.

The tables below set forth metrics and summary calculations for bonus amounts for Ms. Grace, Mr. Knudson Mr. Hagan and Ms. Laughlin under the Leadership Component together with the results of the Financial Component, which made up 70% of the total target bonus amount. Ms. Laughlin was appointed as a named executive officer in August of 2023 after the approval of the Bonus Plan, but had a target bonus of 65% of her base salary. Ms. Jackson left the Company prior to December 31, 2023, so she did not earn an annual cash incentive bonus.

Financial Metric
(70% Weighting)
      Financial Metric
Weighting
      Threshold       Target       Maximum       Results       Payout
Revenue 30% $3,965,300
(90.5%)
$4,381,600
(100%)
$4,819,700
(110%)
$3,789,254 0%
Pre-Bonus
Adjusted EBITDA
40% $647,600
(90%)
$719,000
(100%)
$863,500
(120%)
$583,166 0%

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Named Executive Officer       Target Bonus as
a Percentage of
Base Salary
      Weighted
Financial Payout
as % of Target
(70% Weighting)
     

Leadership
Payout as
% of Target
(30% Weighting)

      Weighted
Payout %
      Total
Bonus
Payout
Cary Grace 125% 0% 150% 45% $596,250
Jeff Knudson 90% 0% 150% 45% $283,500
Mark Hagan 90% 0% 150% 45% $222,800
Whitney Laughlin 65% 0% 175% 52.5% $105,700

2022 Performance and Retention Plan

In May 2022, we established the 2022 Performance and Retention Plan for our named executive officers (other than Ms. Grace and Ms. Laughlin) and other key executives based on heightened adjusted EBITDA goals, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition. The awards were designed to pay out at a range of 0% to 100%, subject to the Company’s pre-bonus adjusted EBITDA performance exceeding target by 121% to 140% and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance in 2022, the 2022 Performance and Retention Plan resulted in the maximum payout on May 1, 2023 of $540,000 to Mr. Knudson, $472,500 to Mr. Hagan and $414,000 to Ms. Jackson. Neither Ms. Grace nor Ms. Laughlin received a 2022 Performance and Retention Bonus, as the bonus was established before Ms. Grace joined the Company and before Ms. Laughlin became the company’s Chief Legal Officer.

Long-Term Incentive Compensation

2023 Long-Term Incentive Equity Awards

In 2023, the Talent and Compensation Committee granted equity awards to each named executive officer and the Committee believes these awards serve as a key component of their total compensation package. Consistent with prior years, we used a mix of time-based restricted stock units, which we refer to as RSUs in this CD&A, and PRSUs. All equity awards that we granted to our named executive officers (1) provide for “double trigger” vesting mechanics in the event of a change in control of the Company, and (2) allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment after satisfying certain age (55) and service time (15 years) requirements, which our equity agreements refer to as “retirement.” Ms. Jackson satisfies the requirements for retirement eligibility under her respective 2023 equity awards.

On May 5, 2022, in light of Ms. Susan Salka’s announced retirement, we amended Mr. Knudson’s restricted stock unit agreements for his outstanding awards granted in 2021 and 2022 to provide for accelerated vesting if he is terminated from the Company without Cause or termination of his service for Good Reason at a time when he could not have been terminated for Cause.

The RSUs that Ms. Grace received when she joined the Company on November 28, 2022 vest ratably on each of the first three anniversaries of the grant date. In the event of a termination of Ms. Grace’s service by the Company without Cause or by Ms. Grace for Good Reason, (a) her equity grants that she received when she joined the Company on November 28, 2022 (i) in the form of restricted stock units valued at $2 million (the “Buy-Out Award”) will vest in full, (ii) in the form of RSUs valued at $1 million (the “Sign-On Award”) will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date, (b) her 2023 equity awards in the form of RSUs will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date and (c) her 2023 equity award in the form of PRSUs will be eligible to vest on a pro-rata basis based on the number of full calendar months elapsed between the beginning of the applicable performance period and the termination date, subject to actual performance as measured at the end of the applicable performance period. “Cause” and “Good Reason” as used in the section are defined below in Termination of Employment and Change in Control Arrangements.

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Aggregate Grant Date Fair Value

The chart below reflects the aggregate grant date fair value of each equity award type that we granted to each named executive officer in 2023.

Named Executive Officer       AGD Fair Value
of 2023 TSR
PRSU Award(s)
($)
      AGD Fair Value of
2023 Adjusted EBITDA
Performance PRSU Award
($)
      AGD Fair
Value of 2023
RSU Award(s)
($)
      Total AGD
Fair Value of
2023 Awards
($)
Cary Grace 1,692,330 1,539,932 1,539,932 4,772,195
Jeffrey R. Knudson 653,816 594,910 1,094,850 2,343,576
Mark C. Hagan 480,708 437,458 437,458 1,355,624
Whitney M. Laughlin 67,645 61,589 186,573 315,807
Denise L. Jackson 423,049 384,905 384,905 1,192,860

Each of our named executive officers received PRSU grants in January 2023. The PRSUs represented approximately 68% of the AGD Fair Value of the total equity grant value for Ms. Grace, Mr. Hagan and Ms. Jackson.

In addition to the 593 RSUs we granted to Ms. Laughlin in January 2023, she also received an additional equity award of 1,463 RSUs in September 2023 in connection with her appointment to Chief Legal Officer following Ms. Jackson’s retirement. Due to the timing of her appointment, Ms. Laughlin did not receive the same equity mix as our other named executive officers, so PRSUs represented 41% of the AGD Fair Value of the total equity grant value for Ms. Laughlin in 2023.

In response to his expanded responsibilities and significant contributions to the Company in 2023, in addition to the 5,728 RSUs we granted to Mr. Knudson in January 2023, he also received an additional equity award of 6,766 RSUs in October 2023. Due to this additional award, Mr. Knudson did not receive the same equity mix as our other named executive officers, so PRSUs represented 53% of the AGD Fair Value of the total equity grant value for Mr. Knudson in 2023.

Ms. Grace received equity grants of 8,164 and 16,329 RSUs in connection with her appointment as President and Chief Executive Officer on November 28, 2022, the Sign-On Award and Buy-Out Award, respectively. The Talent and Compensation Committee did not grant Ms. Grace PRSUs at that time, because it thought it would be more appropriate to wait until it approved equity awards for the other named executive officers in 2023.

To provide further clarity on our equity compensation practices, the chart below reflects the change in the AGD Fair Value of all 2023 equity awards granted to our named executive officers against the AGD Fair Value of all 2022 equity awards.

Named Executive Officer       AGD Fair Value of
2022 Equity Awards
($)
      AGD Fair Value of
2023 Equity Awards
($)
      Variance
($)
      %
Increase
(Decrease)
Cary Grace 2,999,903 4,772,195 1,772,291 59
Jeffrey R. Knudson 1,515,805 2,343,576 827,771 55
Mark C. Hagan 1,263,328 1,355,624 92,296 7
Whitney M. Laughlin(1) 315,807
Denise L. Jackson 1,111,639 1,192,860 81,220 7
Total 11,337,812 4,772,194
(1) Ms. Laughlin became Chief Legal Officer effective August 19, 2023.

TSR PRSUs

TSR PRSUs represented 35% of the total 2023 equity grant value that we awarded to Ms. Grace, Mr. Hagan and Ms. Jackson, and 28% and 21% of the total 2023 equity granted value that we awarded to Mr. Knudson and Ms. Laughlin, respectively, based on the AGD Fair Value. Each of our executive officers received a TSR PRSU grant in January each year that will be earned at the end of an approximately three-year performance period based on our stock performance against two measures:

1. a relative basis, which we refer to as Relative TSR, against a broader market (companies in the Russell 2000 Index at the beginning of the performance period) and
2. an absolute total shareholder return basis, which we refer to as Absolute TSR.

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We refer to the determination of our Relative TSR and Absolute TSR collectively as the TSR Measurement. The number of PRSUs earned if the Company’s Relative TSR exceeds the 50th percentile but its Absolute TSR is negative is capped at the target number of PRSUs granted.

The table below discloses the percentage of the January 2023 target PRSUs that may be earned depending on the actual results of the Company’s TSR Measurement as of December 31, 2025.(1)

Relative TSR Percentile Rank       % of 2023 TSR PRSUs Earned if
Absolute TSR is Negative(2)
      % of 2023 TSR PRSUs that are Earned if
Absolute TSR is Positive
<25.0% 0 0
25.0% 25.00 25.00
37.5% 62.50 62.50
50.0% 100.00 100.00
62.5% 100.00 137.50
75.0% 100.00 175.00
(1)
As set forth in the Grants of Plan-Based Awards Table, the target number of TSR PRSUs that we granted in January 2023 for each named executive officer is as follows: (i) for Ms. Grace, 12,709; (ii) for Mr. Knudson, 4,910; (iii) for Mr. Hagan, 3,610; (iv) for Ms. Laughlin, 508; and (v) for Ms. Jackson, 3,177.
(2)
For each one percentile above the 25th percentile, an additional 3% of the TSR PRSUs will be earned if Absolute TSR is positive, and the maximum payout cannot exceed 175%. If Absolute TSR is negative, for each one percentile above the 25th percentile, an additional 1.5% of the TSR PRSUs will be earned up to the 50th percentile with the maximum payout of 100%.

Adjusted EBITDA Performance PRSUs

In 2023, the Talent and Compensation Committee determined it best to dedicate a significant portion of the PRSUs to focus our named executive officers on achieving an adjusted EBITDA performance target of $710 million in 2023 with compound year-over-year adjusted EBITDA performance rate target of 5% for the two-year period of 2024 and 2025(1) by issuing Adjusted EBITDA Performance PRSUs. For these awards, the number of shares that could ultimately be earned ranges from 0% to 200% of the target number of PRSUs depending on actual adjusted EBITDA performance in 2023 and compound year-over-year adjusted EBITDA performance in the two-year period of 2024 and 2025.

(1) As set forth in the Grants of Plan-Based Awards Table, the target number of adjusted EBITDA PRSUs that we granted in 2023 for each named executive officer is as follows: (i) for Ms. Grace, 14,827; (ii) for Mr. Knudson, 5,728; (iii) for Mr. Hagan, 4,212; (iv) for Ms. Laughlin, 593; and (v) for Ms. Jackson, 3,706.

Time-Vested RSUs

RSUs that we granted in 2023 vest ratably on each of the first three anniversaries of the grant date.

Results of our 2021 Performance Restricted Stock Unit Awards

In early 2024, the Talent and Compensation Committee performed the TSR Measurement for the 2021 TSR PRSU awards for the period January 1, 2021 through December 31, 2023.

2021 TSR PRSUs:

 

RELATIVE TSR PERCENTILE RANK VS. RUSSELL 2000

55th

           

ABSOLUTE TSR %

9%

           

% OF 2021 TSR PRSUs EARNED

115%

 

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Named Executive Officer       Number of 2021
TSR PRSUs Earned
Cary Grace(1)
Jeffrey R. Knudson(1)
Mark C. Hagan 4,057
Whitney M. Laughlin 386
Denise L. Jackson 2,721
(1) Ms. Grace and Mr. Knudson were not employed by the Company when it issued the 2021 TSR PRSUs and therefore did not receive any of these awards.

August 2021 TSR PRSUs

In August 2021, the Talent and Compensation Committee responded to the challenging talent environment and exceptional Company performance by approving special performance equity awards for Mr. Hagan and Ms. Jackson. In August 2023, the Talent and Compensation Committee performed the TSR Measurement for the August 2021 TSR PRSU awards for the period August 15, 2022 through August 15, 2023. Relative TSR measured at the 75th percentile and Absolute TSR was positive. As a result, the number of PRSUs earned was 175% of the target number of PRSUs minus the number of PRSUs that vested for the named executive officer under the award on August 16, 2022.

Named Executive Officer Number of 2021
TSR PRSUs Earned
Mark C. Hagan 11,375
Denise L. Jackson 11,375

Additional Compensation Practices

Other Compensation Elements

Retirement Benefits and Health Plans

Retirement plans and other customary employee benefits serve as the fourth component of our executive compensation program. We adopted our 2005 Amended and Restated Executive Nonqualified Excess Plan, which we refer to as the Deferred Compensation Plan, primarily based on our review of peer market data indicating that a deferred compensation plan was a significant component of executive compensation. Our named executive officers are not eligible to participate in our 401(k) if they exceed the compensation threshold set by the Internal Revenue Service, which is primarily designed to assist us in satisfying discrimination testing performed on our 401(k) plan. The Deferred Compensation Plan serves as the only retirement plan for our named executive officers. The Deferred Compensation Plan is not intended to be tax qualified. We describe the Deferred Compensation Plan more fully in the section entitled “Nonqualified Deferred Compensation” below.

In addition, all equity awards allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment (other than for cause or due to a change in control) after satisfying certain age and service time requirements, which our equity agreements refer to as “retirement eligible.”

We also offer healthcare insurance and other employee benefits to our named executive officers, which are generally the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent.

Perquisites

In addition to the benefits described above, the Company reimburses each named executive officer up to $25,000 in connection with annual expenses incurred in connection with financial, estate planning and personal health and wellness services. The Talent and Compensation Committee approved this limited perquisite to attract and retain talent and provide market competitive compensation. In connection with Ms. Grace’s appointment as President and Chief Executive Officer and her agreement to relocate to our headquarters in Dallas, Texas, we agreed to pay her relocation expenses, including moving and auto transportation fees, consistent with our Company policy for executives, in addition to temporary living expenses along with tax reimbursements in connection with relocation expenses. The Talent and Compensation Committee believes that its approval of these perquisites remains consistent with the Company’s philosophy and commitment to align pay with performance.

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Severance Arrangements

Severance arrangements serve as the fifth component of our executive compensation program. We are party to a severance agreement with each of our current named executive officers. We entered into these agreements in support of our objectives regarding attraction and retention of strong management. In determining the appropriate severance levels, we considered survey data, advice from our compensation consultant and the Talent and Compensation Committee’s experience. We describe the terms of these agreements more fully in the section entitled “Termination of Employment and Change in Control Arrangements” below.

Equity Ownership, Clawback and No Pledging or Hedging Policies

The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. Accordingly, our named executive officers are subject to meaningful equity ownership requirements as set forth below. Additionally, the Company adopted a Securities Trading Policy that prohibits trading in the Company’s securities based on material non-public information and engaging in inappropriate transactions such as pledging and hedging. We set forth a summary of these requirements and policies below. Additional details related to these requirements and policies are contained in the Governance Guidelines posted on the Company’s website. Our named executive officers are also subject to our Compensation Recoupment Policy, in accordance with the rules set forth in the NYSE Listed Company Manual.

As of February 21, 2024, all of our named executive officers satisfied our equity ownership requirements with the exception of Ms. Grace, whose employment with the Company began on November 28, 2022 and Ms. Laughlin, who was promoted to Chief Legal Officer on August 19, 2023. Our named executive officers who have not met the ownership guidelines shall be required to retain 50% of net vested shares from equity awards issued subsequent to the initial assessment of ownership until they have reached the ownership guidelines.

Level       Required Ownership
as a Multiple of
Base Salary
      Shares Held
as Multiple of
Base Salary(1)
      Complies(2)
Cary Grace 5x Base Salary .5
Jeffry R. Knudson 2x Base Salary 2
Mark C. Hagan 2x Base Salary 2.7
Whitney M. Laughlin 2x Base Salary 1.8

Additionally, other CEO Committee Members are subject to equity ownership requirements amounting to 1.5 times their annual base salary.

(1)
The value of unvested RSUs and vested or unvested stock appreciation rights and options are not considered when determining whether a named executive officer satisfies our equity ownership requirements. Our Chief Executive Officer, Named Executive Officers and other CEO Committee Members are subject to equity ownership requirements, which requires them to retain 50% of net vested shares from equity awards issued by the Company until they have reached the applicable ownership requirements reflected above.
(2)
Ms. Grace joined the Company on November 28, 2022, and does not yet meet the required equity ownership as a multiple of her base salary. Ms. Laughlin was promoted to Chief Legal Officer on August 19, 2023, and does not yet meet the required equity ownership as a multiple of her base salary.

Clawback Policy

The Company has adopted a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange.

Under the Company’s Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, we will seek recoupment of all incentive-based compensation received by a current or former executive officer (i) on or after December 1, 2023, (ii) after beginning service as an executive officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation, and (iv) during the three completed fiscal years of the Company immediately preceding the Restatement Date.

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In addition, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws caused by misconduct, we can seek recoupment from all of our current or former executive officers who participated in the misconduct of:

1.
all or any portion of the bonus and equity or cash incentive compensation received by such individuals during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such defective financial statement; and
2.
any profits realized by such individuals from the sale of securities of the Company during that 12-month period.

No Pledging or Hedging Policy

The Governance Guidelines prohibit named executive officers (and directors) from pledging, hypothecating, or otherwise placing a lien on any shares of our common stock (or any other equity interests) that they own.

Tax Deductibility of Executive Compensation

Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017, which we refer to as the TCJA, was signed into law, Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did not qualify as performance-based. We refer to the Internal Revenue Code as the Code.

The TCJA repealed the performance-based exception, and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The new rules generally apply to taxable years beginning after December 31, 2017. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our named executive officers is likely not to be fully deductible for tax purposes due to Section 162(m).

Our 2024 Executive Compensation Program

The Talent and Compensation Committee believes it has designed the 2024 compensation structure to provide for important short-and long-term performance components that are aligned with shareholders’ interests, consistent with the market environment and tailored specifically to us. Additional discussion of the Company’s 2024 executive compensation decisions will be provided in next year’s proxy statement.

Base Salary

The Committee approved the annual base salaries for the named executive officers for 2024 as follows:

Named Executive Officer       2023
Salary
($)
      2024
Salary
($)
      %
Increase
Cary Grace 1,060,000 1,060,000
Jeffrey R. Knudson 630,000 630,000
Mark C. Hagan 550,000 550,000
Whitney M. Laughlin 425,000 425,000

The base salaries of our named executive officers did not increase in 2024 in recognition of the challenging environment. The 2024 base salary for our named executive officers is based on executive compensation market and peer group competitive analyses, the Talent and Compensation Committee’s recognition that the Company achieved numerous business objectives and goals in the current environment, and the individual performance and commitment to maintain a pay for performance environment.

2024 Proxy Statement AMN Healthcare 83


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