AMN AMN Healthcare Services Inc

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.   )

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Preliminary Proxy Statement

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Definitive Proxy Statement

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AMN HEALTHCARE SERVICES, INC.

(Name of Registrant as Specified In Its Charter)

 

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A Letter from Our CEO

Dear AMN Healthcare Shareholders,
   

 

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2025 Notice of Annual Meeting & Proxy Statement

 

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Table of Contents

   

 

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2025 Notice of Annual Meeting & Proxy Statement

Notice of Annual Meeting of Shareholders

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Date: May 2, 2025 Time: 8:30 a.m. (Central Time) www.virtualshareholdermeeting.com/AMN2025 Record Date: March 4, 2025 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 2025 Annual 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 reduces the costs associated with printing and distributing our proxy materials. On or about March 18, 2025, 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 2024 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 2024 Annual Report. By Order of the Board of Directors, Whitney M. Laughlin Chief Legal Officer and Corporate Secretary​ March 18, 2025

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Voting Matters				​	​	Recommendation	​	​	Page	​
1	​	​	To elect nine directors to the Board of Directors	​	​	FOR	​	​	14	​
2	​	​	To approve, by non-binding advisory vote, the compensation paid to named executive officers	​	​	FOR	​	​	51	​
3	​	​	To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2025	​	​	FOR	​	​	86	​
4	​	​	To approve the AMN Healthcare 2025 Equity Plan	​	​	FOR	​	​	89	​
5	​	​	Shareholder Proposal	​	​	AGAINST	​	​	97	​

​	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 May 1, 2025.	​	​		​
​	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 May 1, 2025.	​	​		​
​	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 2025 Annual Meeting to be counted.	​	​		​
​	During The Meeting You can also cast your vote at the 2025 Annual 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.	​	​		​

 

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Proxy Statement Summary

Who We Are

AMN Healthcare empowers the future of care through one of the nation’s broadest networks of healthcare professionals. As the leader and innovator in total talent solutions for the healthcare sector in the United States, we tailor our solutions to our clients’ workforce challenges and goals, and provide staffing, talent optimization strategies, and technology solutions to support caregivers and patient care. Our solutions enable our clients to build a sustainable workforce, increase efficiency, and elevate the patient experience.

Total Talent Solutions

 

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Key Pillars to Our Long-Term Growth

 

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Proxy Voting Roadmap

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 18, 2025.

PROPOSAL 1

Election of Our Directors

Directors at a Glance

 

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PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

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 2024, 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.

2024 CEO Target Compensation Mix

 

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PROPOSAL 3

Ratification of the Appointment of Our Independent Registered Public Accounting Firm

In March 2025, 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, 2025. 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 87 and “Report of the Audit Committee of the Board of Directors” on page 87. Representatives of KPMG are expected to participate in the 2025 Annual Meeting of Shareholders (the “Annual Meeting”), where they will be available to respond to appropriate questions and, if they desire, to make a statement.

 

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PROPOSAL 4

Approval of the AMN Healthcare 2025 Equity Plan

On February 24, 2017, the Board adopted the AMN Healthcare 2017 Equity Plan (the “2017 Equity Plan”), which was subsequently approved by the Company’s shareholders on April 19, 2017. The 2017 Equity Plan replaced the Company’s 2012 Equity Plan and any prior version thereof with respect to the grant of new awards from and after the effective date. In order to continue to provide qualified employees, officers, non-employee directors, and other service providers with stock-based incentives, on March 13, 2025, the Board approved, subject to shareholder approval, the AMN Healthcare 2025 Equity Plan (the “Proposed Equity Plan”). The Proposed Equity Plan provides the Company with an additional 1,710,000 shares of the Company’s common stock, $0.01 par value (“Common Stock”) that may be used for the grant of stock-based awards (in addition to shares that remain available for grant under the 2017 Equity Plan). In addition, as compared to the 2017 Equity Plan, the Proposed Equity Plan introducing minimum vesting requirements and updated share recycling mechanics. The Board is submitting the Proposed Equity Plan to the shareholders for their approval at the Annual Meeting.

PROPOSAL 5

Shareholder Proposal

 

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Corporate Governance

PROPOSAL 1

Election of Our Directors

Nine directors are to be elected at 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.

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 nine 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 nine directors listed below, all of whom are currently serving as directors on our Board except for Ms. Huber, who has been nominated by the Board for election at the Annual Meeting. Ms. Huber was first identified as a potential director candidate by our Chief Executive Officer and was recommended to the Board for nomination by our Governance and Compliance Committee. 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

Our Board represents a wide range of backgrounds, experiences and leadership skills that add value to the strategic objectives of the Company and enables our directors to provide effective oversight of management and accountability to our stakeholders. Our director nominees possess extensive experience as operational experts, executives of global enterprises, as well as government leaders that, together, embody the relevant skills and attributes necessary to advance our long-term vision. 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 skills and attributes the director nominee brings to the Board that are important to our businesses and advancing our strategic objectives. The Board considered these key experiences, qualifications, skills and attributes and the nominees’ other relevant qualifications in determining to recommend that they be nominated for election.

Director Nominee Snapshot

 

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Skills and Experience

The Board of Directors recommends a vote “FOR” the election of each of the director nominees.

 

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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 Annual Meeting.

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.

 

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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 and has significant experience serving the Company under different operating environments, management teams, and market cycles strengthening the Board’s perspective and capabilities. 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. 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. The Board has determined that Mr. Foletta qualifies as an audit committee financial expert and has appointed him to the Audit Committee. Effective upon the completion of the Annual Meeting and subject to his re-election to the Board, the Board has elected Mr. Foletta as Board Chair.

 

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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.

 

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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 Retirement, Investment and Human Capital business line, as well as the Global M&A integration and Enterprise Client Management functions. While at Aon, Ms. Grace served on its Policy and Governance Team, served on the Operating Committee and was a named executive officer of the corporation. Ms. Grace’s extensive experience in leading large market-driven businesses 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.

 

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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.

 

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Mr. Hinton brings broad-based leadership experience in the healthcare industry, including governance, compliance and operational expertise, serving both as a CEO of large health systems and director of a publicly traded healthcare company. Mr. Hinton’s deep understanding of healthcare systems’ challenges and opportunities provides valuable insights to direct our strategy and innovate to provide enhanced and expanded talent solutions service offerings to meet our clients’ evolving needs. Mr. Hinton also brings to the Board experience in development of integrated systems and healthcare mergers and acquisitions.

 

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Ms. Huber is a senior partner at McKinsey & Company, where she leads the North American board services practice and advises publicly-traded, not-for-profit and public-sector healthcare organizations, including non-profit and publicly-traded health insurers, benefits administrators, health systems and providers, and public sector payors, on strategies within a context of industry and regulatory change. Ms. Huber has significant experience advising on healthcare strategy, as well as governance, board effectiveness, creation of innovative partnerships, and supporting new operating models. Ms. Huber is a core leader of McKinsey’s leadership forums, leads the McKinsey & Company West Coast healthcare CEO roundtable, and serves as the Chief Risk Officer for McKinsey in North America.

 

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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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Dr. Trent-Adams’ experience as a C-Suite healthcare leader and clinician provides the Board with valuable insights as the Company continues to evolve to serve the more diverse needs of our clients, clinicians 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.

Mr. Wheat retired from the Board in February 2025. AMN Healthcare and its Board would like to recognize and thank Mr. Wheat for his many years of faithful service to the Board and AMN Healthcare. During his 25 years of service on the Board, Mr. Wheat brought significant knowledge of the healthcare staffing industry, as well as extensive expertise in corporate finance and mergers and acquisitions, to help grow the Company. In recognition of his years of service and transformational contributions to the Company, the Board has appointed Mr. Wheat to the honorary position of Chairman Emeritus. The position is not an elected position, a member of our Board or “director” as that term is used in our Bylaws or SEC rules and is not entitled to vote on any matter before the Board.

 

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Board Effectiveness

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, that when working collectively will fulfill its oversight responsibilities and continue to guide the Company.

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.

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:

 

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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” section above. To have a director nominee considered for election at our 2026 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 earlier than January 2, 2026 and no later than February 1, 2026, assuming the date of the 2026 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 2026 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 19, 2025 and no later than November 18, 2025. 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 March 3, 2026.

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

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.

 

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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.

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 have served less than six (6) years, and together our independent director nominees have an average aggregate tenure of six (6) years. Each of the directors that we have added to the Board over the past six (6) years has brought additional skills and perspectives to the Board, as set forth below, and strengthened the Board’s ability to support and oversee the Company’s long-term strategic objectives.

 

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2025 NEW DIRECTOR NOMINEE

In 2025, upon the recommendation of our Governance and Compliance Committee, our Board decided to nominate Celia P. Huber for election as a director at our Annual Meeting. Ms. Huber brings more than 30 years of experience advising publicly-traded companies, not-for-profit organizations as well as governmental organizations on strategic initiatives, including market entry, M&A, growth strategies and governance, with a specific focus in the healthcare sector. Ms. Huber is a senior partner at McKinsey & Company, where she leads the North American board services practice.

Board Tenure Policy

Our Board’s average 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 aggregate tenure for independent board directors of less than ten (10) years. The average aggregate tenure for our Board’s independent director nominees is six (6) years.

 

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Our Corporate Governance Program

Key Corporate Governance Practices

 

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Shareholder Engagement

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Reflects estimated ownership based most recently reported Schedule 13 or other information available to us.

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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. Our executive management and investor relations team provide periodic updates to and regularly meet with investors throughout the year to drive awareness of our performance, strategy, growth, industry trends, and human capital management initiatives. 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 to engage with our largest shareholders on corporate governance and sustainability and social impact initiatives to solicit feedback as well as to align on best practices. 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.

2024 Shareholder Engagement Results

Shareholder feedback provides our Board and management with actionable insights on business strategy and performance. It also promotes alignment with industry best practices on corporate governance, executive compensation and sustainability and social impact initiatives. Our continued dialogue with our investors led to enhancements in our sustainability strategies as well as related disclosures as set forth below.

 

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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.

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. As with every other aspect of our political involvement, AMN Healthcare’s participation is guided by our vision, mission 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.

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

 

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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. In 2024, we continued the commercial relationship with Orlando Health that existed before Ms. Fontenot joined the Board under which the Company provides clinical staffing and language services to Orlando Health. The approximately $4.5 million in fees that we received from Orlando Health in 2024 was negotiated on an arm’s-length basis and is within the categorical independence standards that the Board has adopted. Such relationship does not prevent Ms. Fontenot from qualifying as an independent director under the categorical independence standards, and the Board considers Ms. Fontenot to be an independent director.

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.

 

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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 41 – 45.

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.

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.

​

•

Third Party Presentations and Tabletop Exercises Involving the Board and Management. Outside experts provide updates to our Board and senior executives on best practices and periodically 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.

​

 

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•

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.

​

•

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 incident.

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 Talent and Compensation 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. These discussions consider recommendations, evaluations and development plans for potential successors and occur with and without the CEO present.

Sustainability & Social Impact

Priorities Aligned with Business Objectives

 

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(1)

In support of upcoming regulatory reporting requirements in connection with California regulations.

​

Corporate Governance

Oversight

The Corporate Governance and Compliance Committee has responsibility for the integration of our governance, sustainability and social impact strategy into our business and exercises active oversight of the execution of our 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, engagement, inclusion, and overall human capital management.

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 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 goals and priorities are aligned with our business strategy and operations.

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 these risks, capitalize on opportunities, and disclose our progress to stakeholders on an ongoing and consistent basis.

 

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Ethics and Compliance

Transparency

We are committed to a high level of transparency in our sustainability and social impact disclosures to build trust with our stakeholders to support our business objectives. Our current disclosures align with investor and client-driven frameworks, including the CDP, the Sustainability Accounting Standards Board (“SASB”), and Global Reporting Initiative (“GRI”).

We publish relevant corporate governance, sustainability and social impact-related documents on the “Investor Relations” page on the Company’s website at https://ir.amnhealthcare.com. Documents, reports and information on the Company’s website, including reports referenced in this section, are not incorporated by reference in this proxy statement.

Health and Wellness

Our healthcare professionals are an important part of our clients’ efforts to deliver on their mission of care, and in 2024, we placed approximately 125,000 temporary and permanent healthcare professionals. We also continued to support access to healthcare for individuals with limited English proficiency by providing medical interpretation services in over 250 languages, serving as a bridge between patients and providers and breaking down language barriers to facilitate better health outcomes.

People, Culture & Communities

We have a shared commitment with our clients to bridge the gaps in healthcare access by growing the healthcare talent pipeline, as well as by fostering an atmosphere of engagement to fuel growth and innovation and attract and retain the best talent. To support these objectives, our strategy focuses on talent acquisition, engagement, retention, well-being and belonging. For both our healthcare professionals and corporate team members, we provide comprehensive benefit options complemented by employee well-being and support programs and opportunities, including our employee stock purchase plan (“ESPP”), as well as our Hardship and Caring for Caregivers Funds, through which corporate team members and healthcare professionals, respectively, can receive financial support for qualifying events such as life-threatening or serious illnesses, natural disasters, funeral costs, or other events causing financial strain.

Annually, we assess the engagement of our team members and take action to mitigate risks associated with workforce engagement, development and retention, through an engagement survey, the results of which are discussed with our Board and incorporated into our human capital management strategic plan. In addition, we strive to promote a culture of belonging through our 10 Employee Resource Groups (“ERGs”), which serve as a way to connect with colleagues to grow professionally.

As of December 31, 2024, we had 2,968 corporate team members, which includes both full-time and part-time employees. During the fourth quarter of 2024, we had an average of (1) 9,206 nurses, allied and other healthcare professionals, (2) 257 executive and clinical leadership interim staff, and (3) 2,819 medically qualified interpreters working for us. This does not include independent contractors, such as our locum tenens and contract interpreters, who were not our employees in 2024.

While our team members’ backgrounds and experiences are broad, here is a snapshot of the demographics of our corporate team members as of December 31, 2024: 68% of our team members are women; 73% of our supervisor through senior manager roles are held by women; 44% of our board of directors are women; 37% of our team members are from historically underrepresented groups; our team is 57% Millennials, 32% Generation X, 6% Baby Boomers, and 5% Generation Z; and team members self-identified as veterans, disabled, and LGBTQ+, each representing approximately 3% of our team.

 

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Sustainability

 

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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 leads the Board in overseeing our strategy, provides guidance to our CEO and presides over meetings of the Board.

In connection with Mr. Wheat’s decision to retire, effective February 4, 2025, the Board appointed Mark G. Foletta, a member of the Board since 2012, to serve as Chairman of the Board.

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.

​

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

 

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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.

The table below provides current committee memberships:

​

(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)

Douglas D. Wheat retired from the Board on February 4, 2025, but was the Chair of the Executive Committee and attended all Executive Committee meetings in 2024.

​

 

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Our 2024 Committees

Members:

 

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Members:

 

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Compensation Committee Interlocks and Insider Participation

The Talent and Compensation Committee, whose members are Mr. Harris, Mr. Foletta, Dr. Trent-Adams and Mr. Hinton, 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. 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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Members:

 

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Members:

Meetings and Attendance

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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Director Compensation and Ownership Guidelines

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 62% of our Independent Directors’ average total compensation in 2024.

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 Meeting of Shareholders. 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.

 

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Director Equity Compensation

Director Compensation Table

The following table reflects compensation that our directors earned during fiscal year 2024. 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.

​

(1)

The amount set forth in this column represents the grant date fair value of the 3,019 RSUs granted to each director elected to the Board on the date of the 2024 Annual Meeting of Shareholders held on April 19, 2024 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, 2024. For additional information on the valuation assumptions used in the calculation of these amounts for 2024, refer to notes 1(r) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on February 20, 2025.

​

 

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(2)

As of December 31, 2024, our directors held the following RSUs, including deferred RSUs (#):

​

​

(3)

For each director (other than Ms. Marsh), the amount set forth in this column consists solely of a $1,000 donation the Company made on behalf of such director, through the donor-advised AMN Impact Fund, to one of three charities supporting the well-being of the healthcare workforce selected by the director. None of our directors derived any financial benefit from these donations because the charitable deductions accrued solely to the Company.

​

(4)

As previously disclosed, Ms. Marsh decided to not stand for re-election at the 2024 Annual Meeting of Shareholders held on April 19, 2024 and retired from the Board effective upon the conclusion of such meeting.

​

(5)

Mr. Hinton was appointed to the Board in July 2024 and received a pro rata grant of 2,235 RSUs computed in accordance with FASB ASC Topic 718, but without reduction for estimated forfeitures.

​

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). Directors who have not met the ownership guidelines are required to retain 50% of the net vested shares from equity awards issued until they have reached the ownership guidelines. 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 the requirements. As of March 4, 2025, Messrs. Foletta, Harris and Wheat satisfied the equity ownership requirements. However, all of our non-management directors are in compliance with our ownership guidelines either through meeting the target ownership levels or for those below the target ownership level, through retention of at least 50% of the net vested shares from equity awards issued.

​

(1)

Mr. Caballero was appointed to the Board in December 2021.

​

(2)

Dr. Trent-Adams was appointed to the Board in October 2020.

​

(3)

Ms. Jones was appointed to the Board in July 2018.

​

(4)

Ms. Fontenot was appointed to the Board in September 2019.

​

(5)

Mr. Hinton was appointed to the Board in July 2024.

​

 

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Executive Officers

Our executive officers as of December 31, 2024 are listed below. We provide information regarding the business experience, qualifications, and affiliations of our currently employed executive officers who are not directors below.

For Ms. Grace’s experience, qualifications, and affiliations, please see page 20.

Brian M. Scott serves as Chief Financial and Operating Officer at AMN Healthcare, where he is responsible for leading finance and enterprise operating functions of the Company. Mr. Scott initially joined AMN in 2003 and served as Chief Financial, Chief Accounting Officer and Treasurer from 2011 to 2021, and previously served in several leadership positions at AMN, including Senior Vice President of Operations, Finance and Business Development, President of the company’s pharmacy staffing division and as a Director, Senior Director and Vice President of Finance, where his roles have included overseeing all accounting operations and SEC reporting.

Prior to re-joining AMN in 2024, Mr. Scott served as the Chief Financial Officer of Jack in the Box Inc. from August 2023 to November 2024. Prior to his tenure with Jack in the Box Inc., Mr. Scott served as Chief Financial Officer of ShiftKey, a leading digital platform connecting independent, licensed healthcare professionals with open shifts at healthcare facilities in the U.S., from June 2023 to August 2023, and as ShiftKey’s Chief Strategy Officer from September 2022 to June 2023. Mr. Scott also served as Chief Financial Officer of TheKey, a provider of home care services, from August 2021 to August 2022.

Mr. Scott serves on the Board of Community Care Partners, a private equity-backed chain of urgent care centers in Oregon, as well as on the Board of Thriveworks, a leading provider of therapy and psychiatry services.

Mr. Scott is a Certified Public Accountant (inactive) and received a Bachelor’s degree in accounting from California Polytechnic State University-San Luis Obispo, and a Master of Business Administration from the McCombs School of Business at the University of Texas at Austin.

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, and program management operations.

Prior to joining AMN Healthcare, from 2014 to 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 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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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, risk management, real estate 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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Executive Compensation

PROPOSAL 2

Advisory Vote to Approve Named Executive Officer Compensation

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 2025 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 (“TSR”) and align with the interests of our stakeholders and our commitment to our values. 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 2025 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.

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.

 

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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 2025 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, 2024, each as filed with the SEC.

Talent and Compensation Committee Members

 

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (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 2024 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 that 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.

(1)

Mr. Scott joined the Company as its Chief Financial and Operating Officer on November 21, 2024.

​

(2)

Mr. Knudson stepped down from his role as Chief Financial Officer and Treasurer of the Company on November 8, 2024.

​

Executive Summary

Impact of Market Disruption on our Business

The operating environment in 2024 was a difficult one for both AMN and our industry as we continued to adjust to significant changes in our market, including a notable reduction in total addressable market from the height of the pandemic, and we along with our industry, saw strong competitive pressures, unpredictability in staffing demand, and our clients’ desires to reengineer their staffing models. These challenges were reflected in our financial results for 2024 and ultimately our total shareholder return:

•

Revenue declined by 21%

​

•

Consolidated Adjusted EBITDA declined by 41%

​

•

Total shareholder return was -56%

​

Under the leadership of our Chief Executive Officer, Cary Grace, who was appointed in late 2022, and a largely refreshed management team, we have undertaken a multi-year business transformation to meet the evolving needs of our clients and accelerate our long-term growth strategy through strategic innovation, tech-enablement and organizational development with a continued attentiveness to operational excellence and financial discipline.

 

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The Board of Directors, CEO, and the executive leadership team took decisive action in 2024 in response to market conditions. These actions have positioned us for future growth.

 

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​

(1)

For information on the calculation of adjusted EBITDA, and a reconciliation of our 2024 net income to adjusted EBITDA, please see Exhibit A to this proxy statement (page 106).

​

Pay for Performance

In 2024, we continued to enhance our tech-enabled platforms and implement process efficiencies to provide both our clients and clinicians with the industry’s most complete workforce solutions. Through the hard work and dedication of the entire AMN team, our organization delivered on multiple fronts by executing on key milestones towards our strategy to gain market share through strategic innovation and strengthening and modernizing many of our existing service lines with enhanced tech-enablement. We launched and scaled several best-in-class technology solutions, in addition to strengthening many of our existing service offerings through strategic innovation and operational improvements, while maintaining a focus on financial discipline. Toward the end of 2024, current and prospective clients began to show greater interest in total talent solutions, pulling in a diverse set of solutions including predictive workforce tools, temporary and permanent staffing, enabling technology, and our comprehensive range of managed staffing from master-supplier to vendor-neutral service offerings.

Our focus on our growth strategy and operational improvements resulted in sequential improvements in our overall sales pipeline, MSP net wins, and improvements in internal fill rates in 2024. We also made significant progress on our brand integration initiatives through the consolidation of several disparate brands, which we believe will drive greater brand clarity, recognition and strengthen our market positioning. Our tech-enabled, total talent solutions provide a comprehensive set of workforce solutions at scale for healthcare across the care spectrum. As of December 31, 2024 we had $4 billion spend under management and the average number of services used by our top clients increased to approximately 10.

This year’s Compensation Discussion and Analysis highlights decisions made by the Talent and Compensation Committee in the context of AMN Healthcare’s 2024 financial and operational performance. 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. As part of our annual equity awards, we grant performance restricted stock units based on TSR and adjusted EBITDA performance over a three-year period. Our adjusted EBITDA target was established at the beginning of 2024 and no adjustments were made to our target or to the equity awards for our named executive officers despite the industrywide challenges. 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 2024 Senior Management Incentive Bonus Plan, (the “Bonus Plan”) to ensure that 70% of each executive’s annual cash bonus target is based on a pre-bonus adjusted EBITDA goal, which serves as a key financial metric for the Company. The remaining 30% of each executive’s annual cash bonus target could be earned based on the level of achievement under the Leadership Component (defined below). 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.

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.

 

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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.

Our Executive Compensation Program Objectives

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 officers’ total compensation: (1) base salary; (2) annual bonuses; and (3) long-term incentive awards.

Executive Compensation Practices