UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Washington, DC 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 | |||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |||
☑ | Definitive Proxy Statement | |||
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AMN Healthcare Services, Inc.
AMN HEALTHCARE SERVICES, INC.
(Name of Registrant as Specified in itsIn Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
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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
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| DELIVER the best talent and insights to help healthcare organizations optimize their workforce | GIVE | 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 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 |
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. |
| ● | 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 | |
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The Board believes AMN HEALTHCARE 2018 noticeHealthcare is on the right path to deliver on our objectives and reward the commitment of annual meeting & proxy statement The Innovator in Healthcare Workforce solutionsour fellow shareholders. We thank you for your support and staffing services
March 8, 2018
To Our Fellow Shareholders:
We are pleased to invite you to explore the information in this proxy statement and to attend our 2018 Annual Meeting of Shareholders (the“Annual Meeting”) of AMN Healthcare Services, Inc. at our corporate office located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 18, 2018,19, 2024 at 8:30 a.m. Central Time. The accompanying formal notice of theWe will conduct our Annual Meeting virtually. We cordially invite you to join us and proxy statement set forth the details regarding admission to thehave included instructions for participating in our Annual Meeting andunder the business to be conducted.
Our annual meetings provide us with yet another opportunity to meet with our shareholders and discuss our strategy, corporate governance, and other related matters. We place high importance on maintaining an ongoing dialogue with our shareholders, and do not limit our conversations to the Annual Meeting. In addition to the Annual Meeting and our discussions at investor conferences, we also engage our shareholders through a formal outreach program in which we invite our shareholders to discuss our culture, corporate governance, executive compensation, corporate social responsibility program, and any other matters that may beGeneral Information Section of interest to them. We found these interactions to be very beneficial and discuss this in more detail in our proxy statement. We truly value communicating with and receiving feedback from our shareholders and look forward to continuing these conversations in 2018.
In connection with the Annual Meeting, we encourage you to review our Annual Report for the fiscal year ended December 31, 2017. The formal notice of the Annual Meeting has been sent to you, along with the proxy statement and proxy card, unless you have elected to receive materials electronically. It is important that your shares be represented and voted, regardless of the size of your holdings. Accordingly, whether or not you plan to attend the Annual Meeting, we encourage you to access the proxy materials and vote online in accordance with the “Notice and Access” letter you will receive so that your shares will be represented at the Annual Meeting. In the alternative, you may also complete, sign, date, and return the proxy card if you wish to receive a full set of proxy materials by mail. Finally, please keep in mind, the proxy is revocable at any time before it is voted and will not affect your right to vote in person if you decide to attend the Annual Meeting.
On behalf of the Board of Directors and the Company, we want to thank you for your ongoing support of and continued interest in AMN Healthcare, and we hope to see you at the Annual Meeting.
Sincerely,
Gratefully Yours,
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DOUGLAS D. WHEAT Chairman of the Board |
 |  CARY GRACE President and Chief Executive Officer |
| 4 | AMN Healthcare | 2024 Proxy Statement |
TABLE OF CONTENTS
| 2024 Proxy Statement | AMN Healthcare | 5 |
 | DATE AND TIME April 19, 2024 8:30 a.m. (Central Time) |  | 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. |  | |||
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12400 High Bluff Drive, Suite 100
San Diego, CA 92130
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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The Annual Meeting of Shareholders (the “Annual Meeting”) of AMN Healthcare Services, Inc. will beYour vote is important. Please note that if your shares are held at our office located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 18, 2018, at 8:30 a.m. Central Time,by a bank, broker, or other recordholder and you wish to vote them at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting. The purpose of the meeting, is to:you must obtain a legal proxy from that recordholder.
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The Board of Directors has fixed the close of business on February 21, 2018 as the record date for determining the shareholders of the Company entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. Representation of at least a majority of the voting power represented by all outstanding shares is required to constitute a quorum at the Annual Meeting. Accordingly, it is important that your shares be represented at the Annual Meeting.
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 in alignmentwhich aligns with our Corporate Social Responsibility Program and reducescommitment 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 8, 2018,5, 2024, we will commence mailing by sending a Notice of Internet Availability of Proxy Materials to our shareholders containingwith instructions on how to access our proxy statement and 20172023 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 20172023 Annual Report.
March 8, 2018:
5, 2024
By Order of the Board of Directors,
Denise L. Jackson
WHITNEY M. LAUGHLIN
Chief Legal Officer and Corporate Secretary
San Diego, California
| 6 | AMN Healthcare | 2024 Proxy Statement |
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 |
| TALENT MANAGEMENT |
| 2024 Proxy Statement | AMN Healthcare | 7 |
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 |
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| ● | 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 |
PROXY STATEMENT SUMMARYProxy Statement Summary
To assist with your review, thisOur 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 |
The summary below highlights some keycertain information that is contained throughoutmay be found elsewhere in this proxy statement. It does not include all of the informationWe encourage you should consider. We recommend youto read the entire proxy statement before casting your vote. Our proxy statement and other proxyrelated materials are first being made available to our shareholders on or about March 8, 2018.
5, 2024.
Proposal 1 | Election of Our Directors |  | |||||
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the election of each of the
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Directors at a Glance
| 10 | AMN Healthcare | 2024 Proxy Statement |
Proxy Voting Roadmap
| Age | Tenure | Diversity | ||
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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. | | 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 |
Proxy Voting Roadmap
Our Total Return vs. Russell 2000
| 3 Year Total Return (%) | 5 Year Total Return (%) | 10 Year Total Return (%) | ||
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Pay Aligned with Financial Performance
| CEO Compensation vs Revenue(1) | CEO Compensation vs Adjusted EBITDA(1) | |
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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.
Proxy Voting Roadmap•12 AMN Healthcare 2024 Proxy Statement 3:Ratification of the Appointment of KPMG LLP asOur Independent Registered Public Accounting Firm•Proposal 4: Shareholder Proposal to Lower Threshold to 10% to Call a Special MeetingThe Board of ShareholdersThe BoardDirectors recommends a vote “FOR” Proposals 2 and 3, and“AGAINST”Proposal 4.EXECUTIVE COMPENSATION(See pages 28 to 61)Susan R. Salka (CEO since 2005)CEO 2017 Total Direct CompensationSalary:$835,577Annual Performance Bonus:$548,078Long-Term Equity Awards:$2,299,955All Other Compensation:$197,357Total Compensation:$3,880,9672017 Compensation Highlights• 73% of 2017 CEO Pay = Incentive compensation (cash and equity) tied to financial performance and shareholder return• Granted performance restricted stock units based on 2019 adjusted EBITDA margin (representing 35% of total equity value granted)• Granted performance restricted stock units based on total shareholder return over a three-year period ending December 31, 2019Pay Aligned with Performance:YesStock Ownership Guidelines:YesRecoupment Policy:YesNo Pledging Policy:YesAMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement1
When and where is the Annual Meeting?
Our 2018 Annual Meeting of Shareholders (the “Annual Meeting”) will be held at our offices located at 8840 Cypress Waters Boulevard, Suite 300, Dallas, Texas 75019 on Wednesday, April 18, 2018, at 8:30 a.m.
Central Time, or at any subsequent time that may be necessary by any adjournment or postponement of the Annual Meeting.
What is “Notice and Access” and why did AMN Healthcare elect to use it?
We are making the proxy solicitation materials available to our shareholders electronically via the Internet under the Notice and Access rules and regulations of the Securities and Exchange Commission (the “SEC”). On or about March 8, 2018, we will mail to our shareholders the Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of mailing a full set of proxy materials. Accordingly, our proxy materials are first being made available to our shareholders on or about March 8, 2018. The Notice includes information on how to access and review the proxy materials and how to vote online. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials.
Instructions on how to access the proxy materials on the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you, and reduce our environmental impact. As a longstanding component of our Corporate Social Responsibility Program, we encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Annual Meeting. Shareholders who received the Notice but would like to receive a printed copy of the proxy materials in the mail should follow the instructions in the Notice for requesting such materials.
Why am I receiving these proxy materials?
We are furnishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board of Directors (the “Board”) for use at the Annual Meeting. This proxy statement includes information that we are required to provide under SEC rules and is designed to assist you in voting your shares.
Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. You may specify your choices by marking the appropriate boxes on your proxy card. If a proxy card is
dated, signed and returned without specifying choices, the proxies will be voted in accordance with the recommendations of the Board set forth in this proxy statement, and, in their discretion, upon such other business as may properly come before the Annual Meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting. Shares of our common stock, par value $0.01 per share (“Common Stock”), cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.
How can I get electronic access to the proxy materials?
The Notice will provide you with instructions on how to (1) view our proxy materials for the Annual Meeting on the Internet, and (2) instruct us to send proxy materials to you by email. The proxy materials are also available under the “Investor Relations” tab on our website at
www.amnhealthcare.com. Choosing to access our proxy materials electronically will save us the cost of printing and mailing documents to you, and will reduce the impact of our annual meetings on the environment.
2 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
What is included in the proxy materials?
Our proxy materials include:
Our Notice of Annual Meeting of Shareholders,
This proxy statement, and
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If you receive a paper copy of these materials by mail, the proxy materials will also include a proxy card.
Who pays the cost of soliciting proxies for the Annual Meeting?
Proxies will be solicited on behalf of the Board by mail, telephone, email or other electronic means or in person, and we will pay the solicitation costs. We will supply our proxy materials, including our 2017 Annual Report, to brokers, dealers, banks and voting trustees, or their
nominees for the purpose of soliciting proxies from beneficial owners, and we will reimburse them for their reasonable expenses. We have retained MacKenzie Partners, Inc. to assist in soliciting proxies for a fee of $9,000, plus reasonableout-of-pocket expenses.
Who is entitled to vote at the Annual Meeting?
In accordance with our Amended and RestatedBy-laws (the “Bylaws”), the Board has fixed the close of business on February 21, 2018, as the record date (the “Record Date”) for determining the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. At the close of business on the
Record Date, the outstanding number of our voting securities was 47,818,707 shares. Each shareholder is entitled to one vote for each share of Common Stock he or she held as of the Record Date. Shares cannot be voted at the Annual Meeting unless the holder is present in person or represented by proxy.
What matters will be addressed at the Annual Meeting?
At the Annual Meeting, shareholders will be asked:
To elect the eight directors nominated by the Board and named in this proxy statement,
To approve, bynon-binding advisory vote, the compensation of our named executive officers,
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018, and
To transact such other business, including consideration of a shareholder proposal, if properly presented, as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
What is the vote required for each proposal and what are my choices?
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement3
With respect to Proposal 1, the election of directors, you may vote FOR, AGAINST or ABSTAIN. Our Bylaws require that in an election where the number of director nominees does not exceed the number of directors to be elected, each director will be elected by the vote of the majority of the votes cast (in person or by proxy). A “majority of votes cast” means that the number of shares cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director’s election. In accordance with our Bylaws, the following do not count as votes cast: (a) a share whose ballot is marked as withheld, (b) a share otherwise present at the meeting, but for which an ABSTAIN vote was cast, and (c) a share otherwise present at the meeting as to which a shareholder gives no authority or direction. In an uncontested election, a nominee who does not receive a majority of the votes cast will not be elected. An
incumbent director who is not elected because he or she does not receive a majority of the votes cast will continue to serve as a holdover director, but will tender his or her resignation to the Board. Within 90 days after the date of the certification of the election results, the Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken, and the Board will act on the Corporate Governance Committee’s recommendation and publicly disclose its decision and rationale.
With respect to Proposals 2, 3 and 4 (or on any other matter to be voted on at the Annual Meeting), you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on Proposals 2, 3 or 4, the ABSTAIN vote will have the same effect as an AGAINST vote.
How does the Board recommend that I vote?
The Board recommends that you vote:
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How do I vote my shares?
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If you are a beneficial owner and your shares are held through a broker, you should followIn February 2024, the instructionsAudit 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 Notice provided by your broker, or your broker should provide instructions for voting your shares. In these cases, you may vote by Internet, telephone or mail,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 applicable. You may vote your shares beneficially held through your brokerthe Company’s independent registered public accounting firm is in person if you attendthe 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, you obtainif they desire, to make a valid proxy card from your broker giving you the legal right to vote the shares at the Annual Meeting.statement.
4 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy 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 |
WhatEffective August 1, 2022, the State of Delaware, which is the difference between shareholderCompany’s state of record and beneficial owner?
Shareholderincorporation, enacted legislation that permits Delaware companies to limit the liability of Record. You are a shareholder of record if at the close of business on the Record Date your shares were registered directly in your name with American Stock Transfer & Trust Company, LLC, our transfer agent.
Beneficial Owner. You are a beneficial owner if at the close of business on the Record Date your shares were held by a brokerage firm or other nominee and not in
your name. Being a beneficial owner means that, like most of our shareholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee on how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares as described below.
What will happen if I do not vote my shares?
Shareholders of Record.If you are the shareholder of record and you do not vote by proxy card, telephone, Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting.
Beneficial Owners. If you are the beneficial owner and you do not direct your broker or nominee on how to vote your shares, your broker or nominee may vote your shares only on those proposals for which it has
discretion to vote. Under the rules of the New York Stock Exchange (“NYSE”). Your broker or nominee does not have discretion to vote your shares onnon-routine matters such as Proposals 1, 2 and 4. We believe that Proposal 3 — ratification of our auditor — is a routine matter for which brokers and nominees can vote on behalfcertain of their clients when voting instructionsofficers in limited circumstances. In light of this update, we are not furnished by their clients.
What isproposing to amend and restate the effectCompany’s Amended and Restated Certificate of a brokernon-vote?
Brokers or other nominees who hold shares for a beneficial owner have the discretionIncorporation to vote on routine proposals when they have not received voting instructions from the beneficial owner at least ten days prior to the Annual Meeting. A brokernon-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares. Brokernon-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but
will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect toauthorize exculpating certain proposals. Accordingly, a brokernon-vote will not impact our ability to obtain a quorum nor will it impact any vote that requires a majority of the votes cast (Proposal 1) or any proposal that requires the majority of the shares entitled to vote and present or represented by proxy (Proposals 2, 3 and 4).
May I revoke my proxy or change my vote?
Yes, you may revoke a proxy you have given at any time before it is voted at the Annual Meeting by (1) sending our Corporate Secretary a letter revoking the proxy, which must received prior to the Annual Meeting, or (2) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting does not, standing alone, constitute your revocation of a proxy.
You may change your vote at any time prior to the voting of your shares at the Annual Meeting by (a) casting a new vote by telephone or over the Internet by 5:00 p.m., Eastern Time, on the date before the day of the Annual Meeting, or (b) sending a new proxy card with a later date that is received prior to the Annual Meeting.
How can I find the results of the Annual Meeting?
We will announce preliminary results at the Annual Meeting. We will publish final results in a current report on Form8-K that we will file with the SEC within four business days after the Annual Meeting.
If the official results are not available at that time, we will provide preliminary voting results in the Form8-K and will provide the final results in an amendment to the Form8-K as soon as they become available.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement5
ELECTION OF OUR DIRECTORS
The Board is elected by the shareholders to oversee their interest in the overall success of the Company’s businessofficers 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 financial strength. The Board serves asour shareholders to amend and restate the Company’s ultimate decision-making body to the extent
set forth in ourAmended and Restated Certificate of Incorporation and Bylaws. It also selects and oversees our senior executives, who, in turn, oversee ourday-to-day business and affairs.as described herein.
| 2024 Proxy Statement | AMN Healthcare | 13 |
Our Nominees for the Board
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 theour 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 members of(the “Governance and Compliance Committee”), the Board havehas nominated for election the eight directors listed below, all of whom are currently serving as directors on our eight current directors.Board. The director nominees for election named below 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 willmay 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
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| Independence | ||||||||
| Average Less than 10 years | Average 65 years | 50% Female | 38% BIPOC | 88% Independent Directors | ||||
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| 2024 Proxy Statement | AMN Healthcare | 15 |
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 |
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. |  | ||
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| 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. | | ||
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| 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. |  | ||
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| 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 |
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) |
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6 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
| 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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| Skills & Qualifications: Finance/Audit | Healthcare Industry | C-Suite Leadership | Legal/Risk Management  |
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Qualification Highlights ●Executive Vice President and Chief of Tocagen ●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. | ||||||||||||||
| 18 | AMN Healthcare | 2024 Proxy Statement |
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. |
| 2024 Proxy Statement | AMN Healthcare | 19 |
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. |
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Daphne E. Jones | 66 Committee: Audit Committee; Corporate Governance and Compliance Committee Director Since: 2018 | Skills &
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. |
| 20 | AMN Healthcare | 2024 Proxy Statement |
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. |
| 2024 Proxy Statement | AMN Healthcare | 21 |
Corporate Governance
 | 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. |
| 22 | AMN Healthcare | 2024 Proxy Statement |
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.
EXPERIENCE AND QUALIFICATIONSAs 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.
| 2024 Proxy Statement | AMN Healthcare | 23 |
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 concludeddetermined that Mr.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 qualified to serve onthe only member of our Board whom the Board because he brings considerable audit, financial, healthcarehas not deemed independent.
When making director independence determinations, the Board considered business relationships between LHC Group, Inc. and enterprise risk management experienceOrlando 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 both an executive officer andindependent director of healthcare companies.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 has designated Mr. Folettaconsidered 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 |
| 24 | AMN Healthcare | 2024 Proxy Statement |
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 financial expert for its Audit Committee, for which he serves as Chairman. Since February 2017, Mr. Foletta has served as Executive Vice Presidentresource between meetings.
In addition to providing new directors with a library of resources that includes governance, finance and Chief Financial Officercore background documents, key business executives and functional leaders from across the organization meet with new directors to increase their understanding of Tocagen Inc. Mr. Foletta served as the Interim Chief Financial Officer of Biocept, Inc., a publicly-traded diagnostics company, from August 2015 to July 2016our businesses, operations, culture and he also served as Senior Vice President, Financevalues. Throughout their tenure, directors participate in informal meetings with other directors and Chief Financial Officer of Amylin Pharmaceuticals, Inc. from March 2006 until October 2012. From March 2000 to March 2006, Mr. Foletta served as Vice President, Finance and Chief Financial Officer of Amylin. Mr. Foletta received a Bachelor of Arts from the University of California, Santa Barbara. He is also a Certified Public Accountant (inactive) and a membersenior 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 Forum.
BOARD EXPERIENCE
Since February 2013, Mr. Foletta has served as awell 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 Regulus Therapeutics Inc., and is Chairman of its Audit Committee and a member of its Nominating and Governance Committee. Since November 2014, Mr. Foletta has also served on the Board of DexCom, Inc., a publicly-traded company, where he is the Lead Director. Additionally, Mr. Foletta serves as acontinuous improvement, each director of Viacyte, Inc., a privately held company. From August 2015 to July 2016, he served as a director and Chairmanconducts an evaluation of the Audit Committee of Ambit Biosciences Corporation (sold in 2014), and also served as a director of Anadys Pharmaceuticals, Inc. (sold in 2011).
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement7
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EXPERIENCE AND QUALIFICATIONS
The Board has concluded that Mr. Harris is qualified to serve on the Board because he brings considerable mergers and acquisitions experience, which is a key component of the AMN’s strategy. Additionally, Mr. Harris has experience serving as a director on public company compensation and corporate governance committees, which is essential to designing and maintaining our executive compensation programs and developing our succession planning strategies. Mr. Harris served as Of Counsel at Apogent Technologies, Inc. from December 2000 through 2003, and as Vice President, General Counsel and Secretary from 1988 to 2000, when the company was named Sybron International.
BOARD EXPERIENCE
Since 2002, Mr. Harris has been involved as an investor in, and a director of, early stage companies. Mr. Harris served on the Board of Sybron Dental Specialties from April 2005 until it was acquired by Danaher Corporation in 2006. Mr. Harris served on the Board of Playtex Products, Inc. from 2001 until Energizer Holdings acquired it in October 2007. Mr. Harris was director of Prodesse, Inc., an early stage biotechnology company, from 2002 until 2009, whenGen-Probe Incorporated acquired it. Mr. Harris also served as director of Apogent Technologies, Inc. from 2000 until Fisher Scientific International, Inc. acquired it in 2004. Since 2008, he has been a director of Guy & O’Neill, Inc. He currently serves on the Board of Brookfield Academy, anon-profit entity, and is Chairmanperformance of the Board and each committee for which they serve on an annual basis. Additionally, on aco-founder biennial basis, the Chair of BrightStar Wisconsin Foundation, Inc., anon-profit economic development corporation. Additionally, Mr. Harrisour Governance and Compliance Committee conducts individual conversations with each director. Each step of the Board’s annual evaluation process is a directorfurther illustrated below.
| 2024 Proxy Statement | AMN Healthcare | 25 |
Corporate Governance
8 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
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EXPERIENCE AND QUALIFICATIONS
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 Board has concludedGovernance 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 Dr. Johns is qualified to serve on the Board because he has extensive“C-suite” leadershipcontinues to maintain an appropriate mix of objectivity, skills and healthcare experienceexperiences to provide fresh perspectives and is a recognized healthcare thought leader. This expertise is vital in shapingeffective oversight and guidance to management, while leveraging the institutional knowledge and historical perspective of our strategy to deliver innovativelonger-tenured directors.
Currently, over 60% of our director nominees served less than six (6) years, and expanded service offerings as a healthcare workforce solutions company. Dr. Johns is a Professor in the Schoolour director nominees have an aggregate tenure of Medicine at Emory University, where he also served as Chancellor from October 2007 through August 2012. Dr. Johns served as Interim Executive Vice President of Health Affairs for Emory University and as Interim Chairman and CEO of Emory Healthcare from September 1, 2015 through January 31, 2016. He served as the Interim Executive Vice President for Medical Affairs and Interim Chief Executive Officerless than ten (10) years. Each of the University of Michigan Health System from June 2014 through March 2015. From 1996five (5) directors that we have added to 2007, Dr. Johns served as Executive Vice President for Health Affairs and Chief Executive Officer of the Robert W. Woodruff Health Sciences Center of Emory University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. From 1990 to 1996, Dr. Johns was Dean of the Johns Hopkins School of Medicine and Vice President of the Medical Faculty at Johns Hopkins University. Dr. Johns is a member of The National Academy of Medicine of the National Academy of Science.
BOARD EXPERIENCE
Dr. Johns serves on the Boards of Directors of Intelligent Fingerprinting, a privately held company, West Health Institute, anon-profit medical research organization, as well as several philanthropic entities. Dr. Johns served on the Board ofover the Genuine Parts Company from 2000 until April 2015,past six (6) years have brought additional skills and at various times during his tenure, was a member of its Compensation, Governance and Nominating Committee and its Audit Committee. He also served onperspectives to the Board and strengthened the Compensation Committee of Johnson & Johnson from 2005Board’s ability to 2014. He is a member ofsupport and oversee the Board of Regents of the Uniformed Services University for the Health Sciences. From 1996 to 2007, Dr. Johns served as Chairman of the Board of Directors of Emory Healthcare.
Company’s long-term strategic objectives. These five (5) directors all represent gender, race and ethnicities that have been historically underrepresented on boards.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement9
 | Daphne E. Jones |  | Teri G. Fontenot |  | Sylvia Trent-Adams |  | Jorge A. Caballero |  | Cary Grace | |||||||
| – 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.
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The average aggregate tenure for our Board’s independent director nominees is less than ten (10) years.
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EXPERIENCE AND QUALIFICATIONS
The Board has concluded that Ms. Marsh is qualified to serve on the Board because she has extensive“C-suite” leadership and expertise in the healthcare industry. Ms. Marsh’s experience and understanding of the challenges and opportunities of large healthcare facilities are immensely useful in directing our strategy to innovate and provide enhanced and expanded workforce solutions service offerings to meet our clients’ evolving needs. Ms. Marsh served as President and CEO of Stanford Hospital and Clinics for eight years, from April 2002 until her retirement in August 2010. Previously, Ms. Marsh served as the CEO of UC Davis Medical Center and the Chief Operating Officer of the UC Davis Health System from 1999 to 2002. Prior to that time, she served as the Senior Vice President for Professional Services and Managed Care at the University of Pennsylvania Health System, and before that as President and CEO of Matthew Thornton Health Plan in Nashua, New Hampshire.
BOARD EXPERIENCE
Ms. Marsh serves as a director of Owens & Minor, Inc. where she is the Chairperson of the Governance and Nominating Committee and also serves on its Compensation and Benefits Committee. Since October 2015, she has served as a director of Edwards Lifesciences Corporation and is a member of its Compensation and Governance Committee. She also serves on the Board and the Compensation Committee of Teichert, a privately-held company. Prior to Thoratec Corporation’s acquisition by St. Jude Medical in 2015, she had served on Thoratec’s Board. Ms. Marsh is a past Chair of the Board of Trustees for the California Hospital Association and the California Association of Hospitals and Health Systems and a former director of Ascension Healthcare Network, a privately-held company.
10 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
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EXPERIENCE AND QUALIFICATIONS
Ms. Salka has served as our President since May 2003 and our CEO since May 2005. The Board has concluded that Ms. Salka is qualified to serve on the Board because she has nearly three decades of healthcare services industry experience, including 27 years of experience with us in various roles, including Chief Financial Officer and Chief Operating Officer. During her service to the Company, she has helped grow our business both organically and through acquisitions into the national industry leader we are today. Prior to joining us, Ms. Salka worked at BioVest Partners, a venture capital firm, and at Hybritech, a subsidiary of Eli Lilly & Co., which Beckman Coulter later acquired.
BOARD EXPERIENCE
Ms. Salka is recognized as a leader in corporate governance and currently serves as a director of McKesson Corp., including as a member of its Corporate Governance and Audit Committees. She also serves on the Board of San Diego State University Campanile Foundation. Ms. Salka served on the Board and the Audit Committee of Beckman Coulter from 2007 until 2011, when Danaher Corporation acquired it. Additionally, she served on the Board of Playtex Products, Inc. from 2001 until Energizer Holdings acquired it in October 2007.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement11
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EXPERIENCE AND QUALIFICATIONS
The Board has concluded that Mr. Stern is qualified to serve on the Board because he brings deep and long-standing healthcare industry experience as well as extensive investor communications and media expertise, which have been valuable in guiding the structure of our communications strategy with our investors, clients and other key stakeholders. Mr. Stern’s lobbying and advocacy skills in the healthcare provider arena also benefit the Company and qualify him to serve on the Board. Mr. Stern is currently Senior Counsel of Sunwest Communications, Inc., a public relations firm, which he founded in 1982 and, from 1983 through the sale of Sunwest in 2017, served as Chairman of the Board and Chief Executive Officer. From 1975 to 1977, he served as Staff Assistant to President Gerald R. Ford at The White House and then served in senior corporate positions until founding Sunwest in 1982.
BOARD EXPERIENCE
Prior to serving as Senior Counsel for Sunwest Communications, Mr. Stern formerly served as its Chief Executive Officer and Chairman of the Board from 1983 to 2017. He has also served as a director of Medical City Dallas Hospital for 23 years and is theco-founder andco-chair of the Medical City Healthcare community advisory board. He is also an advisory director of the Center for Political Communication and Chairman of the Committee on Governance of the American Hospital Association. Additionally, Mr. Stern also serves as a director for Club Oaks Consulting LLC, American Hospital Association Political Action Committee, Texas Hospital Association HOSPAC and Dallas Medical Resource.
12 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
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EXPERIENCE AND QUALIFICATIONS
The Board has concluded that Mr. Weaver is qualified to serve on the Board because of his extensive, sophisticated audit and finance experience. Mr. Weaver is designated as a financial expert on the Audit Committee and served as the Chairman until April 2016. Mr. Weaver is a former Vice Chairman of PricewaterhouseCoopers, LLP and was Chairman of its global technology, infocom and entertainment/media practice group.
BOARD EXPERIENCE
Mr. Weaver serves as the Chairman of the Board of Unisys Corporation and Chairman of its Audit Committee. Additionally, Mr. Weaver serves on the Board of WellCare Health Plans, Inc., is Chairman of its Audit Committee, and is a member of its Compensation Committee. He also serves as a member of the Board of Directors of the Statue of Liberty-Ellis Island Foundation, anot-for-profit entity, and serves on its Executive Committee.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement13
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EXPERIENCE AND QUALIFICATIONS
The Board has concluded that Mr. Wheat is qualified to serve on the Board because he possesses significant healthcare staffing industry knowledge as well as extensive expertise in corporate finance and mergers and acquisitions. Such knowledge and expertise are critical to the successful design and implementation of our growth strategy. He is currently the Managing Partner of Wheat Investments, a private investment firm. From 2007 to 2015, Mr. Wheat was the founding and Managing Partner of the private equity company Southlake Equity Group. From 1992 until 2006, Mr. Wheat was President of Haas Wheat & Partners. Prior to the formation of Haas Wheat, Mr. Wheat was a founding member of the merchant banking group Donaldson, Lufkin & Jenrette specializing in leveraged buyout financing. From 1974 to 1984, Mr. Wheat practiced corporate and securities law in Dallas, Texas. Mr. Wheat received both his J.D. and B.S. degrees from the University of Kansas.
BOARD EXPERIENCE
Mr. Wheat is the Chairman of the Board of Overseas Shipholding Group and the Chairman of the Board of International Seaways, Inc. He previously served as Vice Chairman of Dex Media, Inc. and as Chairman of SuperMedia prior to its merger with Dex One. Mr. Wheat has also previously served as a member of the Board of Directors of several other companies, including, among others: (1) Playtex Products (of which he also served as Chairman), (2)Dr. Pepper/Seven-Up Companies, Inc., (3) Dr. Pepper Bottling of the Southwest, Inc., (4) Walls Industries, Inc., (5) Alliance Imaging, Inc., (6) Thermadyne Industries, Inc., (7) Sybron International Corporation, (8) Nebraska Book Corporation, (9) ALC Communications Corporation, (10) Mother’s Cookies, Inc., and (11) Stella Cheese Company.
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14 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Overview of Our Corporate Governance Program
Key Corporate Governance Practices
Our Board and executive leaders are stewards
| 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 believe that strongultimately 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 effective corporate governance is essential to our success. A cornerstone of our corporate governance program is transparent disclosure to our shareholdersad hoc meetings on a consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, a comprehensive enterprise risk management program, an ongoing shareholder engagement program, sound financialregular basis with institutional investors ranging from large institutions to smaller and legal compliance functions and a commitment to responsibility. Our holistic strategy focuses on delivering long-term shareholder value and has been recognized as producing the highest standards of governance.
The following chart highlights the key aspects of our corporate governance program.
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In additionmid-size firms. We look forward to the highlights summarized above, we regularly review, benchmark and update our current corporate governance policies and proceduresopportunity to ensure best practices. Below are some examples of recent steps we have taken as a result of our efforts to continually evolve our governance program to reflect best practices.
In 2016, we instituted a formal shareholder corporate governance outreach program to elicit the views of our investors on matters that interested them. As a foundational element to this program, the Board adopted a policy on shareholder engagement, which we have continued to build on in 2017.
In 2017, we amended the Company’s Bylaws to implement “proxy access,” which allows a
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement15
In early 2018, we reviewed and revised our Executive Compensation Philosophy to clearly articulate our commitment to equal pay principles and promoting a values-based culture.
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Our 2017 Shareholder Outreach Summary
To further promote open communicationconnect with our shareholders on an ongoing and consistent basis, we initiated a formal shareholder corporate governance outreach and engagement program in 2016 to supplement our financial related investor meetings. The underpinnings of our corporate governance shareholder outreach program are set forth in the Guidelines and posted on the Investor Relations page of the Company’s website. At AMN, we recognize that we must earn and maintain our shareholders’ continued support throughout the entire year. Therefore, our robust program has been designed to facilitate meaningful engagement on an ongoing basis with the objective of building a stronger and more successful company.
With a formal program and clear objectives in place, we proactively reached out to over 25 of our top shareholders in June of 2017, representing approximatelytwo-thirds of our outstanding Common Stock, and invited them to meet with us to discuss any matters that may be of interest to them. We received responses to our engagement invitation from over half offind these shareholders, representing approximately 50% of our outstanding Common Stock. We were pleased to touch base with our shareholders after the 2017 Annual Meeting, and we found the meetingsengagements to be enlightening and productive. Each shareholder we met with expressed appreciation for our proactive 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 time they took to share their thoughts with us. Collectively, the meetings touched upon the following topics: (1) proxy access, (2) our Board’s involvement in setting our strategic direction,
(3) Board diversity, expertisetop issues identified by investor respondents as internal and refreshment, (4) corporate culture and ethics, (5) corporate social responsibility, (6) human capital managementexternal priorities are healthcare professional pipeline, recruitment, retention and engagement, workplace health and (7) executive compensation, includingsafety, and diversity, equity and inclusion of our healthcare professionals and corporate team members.
| 2024 Proxy Statement | AMN Healthcare | 27 |
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 metrics utilized for performance-based compensation. Althoughfocus of each shareholder’s particular focus was slightly different,of our mission,shareholders may differ, AMN Healthcare’s purpose, long-term strategy, culture and ethics, emphasis on corporate social responsibility and human capital,commitment to elimination of equity barriers, pay for performance approach to executive compensation and commitment to high standards ofemphasis on corporate governance and social responsibility were well received.
Communications with the Board of Directors
The Board reviewedhas established the key takeaways from these meetingsfollowing procedure for shareholders and hasother 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 action withif not previously forwarded.
| 28 | AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
Board Oversight
Strategy Oversight
Our Board oversees the goal of continuing to evolve our corporate governance practices to best meet the needsstrategic direction of the Company, including the formation and our key stakeholders. Specifically, as mentioned, the Board amendedimplementation of the Company’s Bylaws to provide proxy access to shareholders. Other developments that resulted from our shareholder meetings in 2017 include modifications to our equity compensation awards, board evaluation process and enhanced corporate social responsibility related disclosures. With respect to board refreshment, we believe that our current Board composition provides us with diverse experiences and perspectives for the industry in which we operate. We will continue to engage with our shareholders on this topicstrategic initiatives and the Board will continue to consider our directors’ relevant experience and tenure, both individually and collectively, as it analyzes and develops a pipeline of potential director nominees.
Our Culture, Ethics, Engagement and Guidelines
Another essential element to our approach to quality corporate governance is our commitment to promoting a culture of ethics and integrity, that guides the manner in which we do business.Company’s annual operating plan. The Board and Executive Management are committed to fostering a strong ethical corporate culture and expect all team members to fulfill their responsibilities in accordance with the highest standards of professional and personal conduct.
To uphold this commitment, AMN has adopted:
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an Annual Ethics and Engagement Survey of our team members. We also share the results of this survey with the Board to ensure we are delivering on the AMN Difference, which includes our core values, leader and coworker quality, collegial work environment and development and career opportunities.
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the Guidelines, which function as a critical component to the overall framework for the governance of our Company and was recently revised to reflect the Board’s commitment to a diverse board, and
our Executive Compensation Philosophy, which we recently revised to reflect our commitment to equal pay.
As discussed above, our Board and its committees regularly and carefully review these key governance documents to ensure they contain what we believe to be the best governance practices for the Company. We publish these documents, among others, under the “Corporate Governance” section of the “Investors Relations” pagereceives updates on the Company’s website atwww.amnhealthcare.com. We also make these materials available in print to any shareholder upon request. Our Board closely monitors corporate governance developmentsoverall strategic direction throughout the year from executive management, including updates on performance against targets and modifiesexecution of initiatives, which forms the Guidelines, Executive Compensation Philosophy, the Codefoundation for a dialogue of Conduct and the Financial Officers Code of Ethics regularly.
Our Corporate Social Responsibility Program
As the leader and innovator in healthcare workforce solutions and staffing services, we are committed to supporting a sustainable future and making a positive impact in communities locally and around the world through our business practices and voluntarism with minimal negative impact on the environment. Accordingly, our evolving corporate social responsibility (“CSR”) strategy integrates relevant environmental, social and governance (“ESG”) criteria to better manage risk and generate sustainable, long-term returns for our shareholders while supporting the success and well-being of our team members, clients and communities. Our Board recognizes the integral role ESG factors play in the Company’s success, and we believe our ability to proactively manage these risks and opportunities demonstratesfacing the effective leadershipCompany.
Enterprise Risk Oversight
Purposeful and governance principles that responsible investors desire.
Through our engagement with shareholders, we realize investors are becoming increasingly interested in our approach to ESG issues, and we hear you. Beginning this year, we need to change the frequency of the publication of our CSR report from abi-annual basis to an annual basis. Until our 2018 publication is released, we encourage you to visitwww.amnhealthcare.com/csr to learn more about our ESG sustainability efforts.
Our commitment to building an industry-leading CSR program is demonstrated by our overall “AA” ESG rating from MSCI ESG Research, placing us in the top 20% of companies within our industry. With our core values of passion, trust, respect, customer focus, continuous improvement and innovation, we will continue to hold our internal and external operations to the highest standards, while increasingly integrating relevant ESG criteria into our controls that mitigatecalculated risk and generate sustainable value for our shareholders, team members, clients and communities.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement17
By taking an integrated approach that focuses on both opportunities and risks, we believe our ESG efforts to date and evolving CSR strategy going forward allow us to proactively address key reputational and operational risks that threaten the sustainability of our business. The illustration below provides a brief summary of some of the CSR efforts we have undertaken to mitigate ESG risks that are relevant to our business.
Our Board’s Role in Risk Oversight
The Board, as a whole, is responsible for overseeing our risk exposure as part of determining a business strategy that generates long-term shareholder value. The Board shapes our enterprise-wide risk capacity, appetite and tolerance levels that provide the foundation for our overall business strategy and direction. The Board recognizes that risk mitigation not only preserves value, but also, when managed appropriately, creates value and opportunity.
Indeed, purposeful and appropriate risk-taking in certain areas is important for us to be competitive and to achieve our long-term goals. Accordingly,Our enterprise risk governance framework reflects a collaborative process where the Board, has implementedexecutive management and other team members apply a comprehensive risk governance
framework in which it regularly identifies key risksdisciplined approach to our strategic planning and operational decisions that face our Company and carefully considers our risk appetite for each issue. Through our enterprise risk management program, the Board and Executive Managementis designed to balance the opportunities and threats to our business and considerbusiness.
The Board is responsible for overseeing our enterprise-wide risk management program. In conjunction with this responsibility, the steps we are willing to take to capitalize on any business opportunities while mitigating against theBoard addresses our key risks, identified. 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 | |||||
| 2024 Proxy Statement | AMN Healthcare | 29 |
Corporate Governance
Annual Strategic Planning Process
18 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
CSR EFFORTS & RESULTS ENVIRONMENT LEED Certification Solar Parking Canopies ENERGY STAR-Rated Appliances SMART Corporate-Wide Reduction Strategy Scope 2 or 3 GHG emissions Mass Server Reduction & Energy Consumption Motion Sensor Lighting & Bulb Efficiency Preference for Digital vs. Paper 100% Recycled Paper E-waste through Local Vendors SOCIAL Bloomberg’s Corporate Equality Index Bestthat jeopardize achievement of our strategic plan. Executive Management and Brightest Companies to Work for HRC Corporate Equality Index Achievers 50 Most Engaged Workplaces (4x) 150 Top Places to Work in Healthcare Training Magazine 2017 Training Top 125 List Leading Ethics and Compliance Programs AMN Healthcare Nursing Scholarship Volunteer Time Off Benefit for Employees GOVERNANCE Separate Chair and CEO 100% of Board Committees are Independent Pay Aligned with Performance Shareholder Right to Call Special Meeting Shareholder Right to Act by Written Consent Proxy Access No Poison Pill Annual Board and Committee Evaluations Majority Voting Standard No Audit Control Deficiencies
landscape, engagement and retention of quality healthcare professionals, talent management, technology systems, security and innovation. The Enterprise Risk Management Committee also assists the Board in determiningdiscuss our risk tolerance in light of our (1)(i) existing risk capacity, (2)(ii) appetite, if any, to take on additional risk or lessen our risk, (3)(iii) risk velocity and (4)(iv) mitigation factors. The Board’s determination of our key risks and our tolerance for each ultimately influenceinfluences how we operate our business, including how we marshal ourallocate resources and make strategic and operational decisions.
With the oversight from our Board, our Executive Management is given responsibility for monitoring and managing the key risks identified by the Board as well as risk generally to agreed upon appetite and tolerance levels. To ensure that the Company operates within its risk appetite, Executive Management and other leaders establish and support a culture of integrity, ethical behavior and risk awareness for our team members. We also have designed and maintain internal processes and an internal control environment that further facilitatefacilitates the identification and management of risks. 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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Corporate Governance
| ● | 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 meetsreviews 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.
| 2024 Proxy Statement | AMN Healthcare | 31 |
Corporate Governance
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 | Pillar 2 Diversity, Equity and Inclusion | Pillar 3 Sustainability | ||||||||
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Corporate Governance
Our Accolades
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| Newsweek America’s Most Responsible Companies 2020–2024 | Forbes America’s Best Employers for Women 2023 | Newsweek America’s Greatest Workplaces for Diversity 2024 |
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| 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 |
| 2024 Proxy Statement | AMN Healthcare | 33 |
Corporate Governance
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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Corporate Governance
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 at regular
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 meetings(“SASB”), and if necessary, atGlobal 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.
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| Carbon Disclosure Project Inaugural Response | Science-based targets submitting for validation in 2024 | Task Force on Climate-related Financial Disclosures Fourth TCFD report published |
| 2024 Proxy Statement | AMN Healthcare | 35 |
Corporate Governance
 | 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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Corporate Governance
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 discussreceive 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 strategyinsurance and success in addressingother benefits and employee assistance programs available to support our identified key risks along with any other risks that we may face.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 foregoing, eachwork 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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Corporate Governance
 | 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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Corporate Governance
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 Board’s standing committees, as set forth below, focus attentionpositive impact our diverse team has on risk areas implicated by its areathe 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 expertise,gender, race/ethnicity, sexual orientation, disability, age, and report regularlyveteran 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 Board on its identificationBloomberg Gender-Equality Index and assessment of such risks. All committees play significant rolesreceived a top ranking in carrying out the risk oversight function that typically focus in their areas of expertise.
AUDIT COMMITTEE RISK OVERSIGHT
The Audit Committee assists the Board in fulfilling its oversight responsibilitiesHuman Rights Campaign’s Corporate Equality Index. In recognition of our compliance with ethical requirementsdrive 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 certain legal rulesskills through certificate and regulations,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 processesindividual contributors who are interested in leadership positions, our emerging leaders program. To assess the engagement of our team members and take action to managemitigate risks associated with workforce engagement, development and retention, in 2023 we conducted our business, financialannual 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 enterprise risk. Among other things,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 Audit Committee’s specific duties include:
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In 2017,right talent bringing diverse perspectives. We understand the Company did not identify any significant deficiencies or material weaknessesnecessity 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 internal controls. In addition, the Audit Committee determined thatERGs and our processes to manageDiversity Champions drives engagement and increases our enterprise, business and financial risks are effective and comply with legal requirements, our policies and ethics.
COMPENSATION AND STOCK PLAN COMMITTEE OVERSIGHT
The Compensation and Stock Plan Committee (the “Compensation Committee”) is responsible for analyzing the risk associated with our compensation practices. We design our incentive compensation to reward officers and other key employees for committing to and delivering on financial goals that we believe are challenging, yet (i) reasonably achievable, (ii) require meaningful revenue and profitability performance to reach the target level, and (iii) require substantial revenue and profitability performance to reach the maximum level. The financial performance required to reach the maximum level of compensation is developed within the context of budget planning and, while difficult to achieve, is not viewed to be at such an aggressive level that it would induce bonus-eligible employees to take inappropriate risks that could threaten our financial and operating stability.
The Compensation Committee has reviewed our material cash incentive plans, which fall into two types: (1) those for front line sales production employees and (2) those for
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement19
the sales and corporate leadership. The front line sales incentive plans typically provide incentives based on monthly or quarterly financial orteam members’ individual and team operational metricscollective visibility and include monthly or quarterly payouts. Roughlytwo-thirdsleadership, empowers inclusion, and strengthens a culture of belonging. Each of these groups is sponsored by members of our salesexecutive team memberswho participate in one of our approximately 50 sales incentive plan structures. The salesmeetings, provide guidance and corporate leadership plans use annual financial targets based on consolidated and/or division metricsprofessional development as well as individual leadershipamplify the voices of team members across the organization. This ensures their impacts are meaningful and performance considerationsaligned with annual payouts. the Company’s overall DEI strategy to drive innovation and collaboration.
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Corporate Governance
| 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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Corporate Governance
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 internal controls overset 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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Corporate Governance
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 reportingsupport 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 measurementbroader business community with purposes that include, but are not limited to education about the industry, issues affecting the industry, and calculationindustry 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 compensation goalsInterest and other financial, operationalRelated Party Transactions
Our Corporate Governance Guidelines, Code of Conduct and complianceRelated Party Transactions Policy collectively establish the Company’s procedures related to conflicts of interest and related party transactions.
Under these policies, directors and practicesexecutive officers must notify the Company’s Chief Legal Officer in advance of any potential “related party transaction” that are designedthe Company would be required to keep these compensation programs from being susceptibledisclose 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 manipulation by any employee, including our named executive officers.
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 CompensationGovernance and Compliance Committee considersmay approve the risks associated with the compensation plans in light of several factors, including (1) the amount of incentive compensation paid to a particular group as a percentage of total incentive cash paid and as a percentage of division and/or consolidated revenue, gross profit and adjusted EBITDA (“AEBITDA”), (2) the number of plan participants in any particular plan as a percentage of total incentive plan participants, and (3) the amount of target incentive compensation per individual plan participant ranges from 10% to 110% of total compensation (and can range from approximately 56% to 76%transaction if it determines that consummation of the named executive officers’ total compensation).
The Compensation Committee believes the use of a long-term incentive award program with targets that span a three-year performance period balances risk and reward by discouraging excessive risk that could threaten our long-term value, but at the same time encourages innovation to build our valuetransaction is in the short- and long-term. The Compensation Committee also reviews our program for design features that have been identified by experts as having the potential to
encourage excessive risk-taking, such as: (A) too much focus on equity, (B) compensation mix overly weighted toward short-term results, (C) highly leveraged payout curves and steep payout cliffs at specific performance levels that could encourage short-term actions to meet payout thresholds, and (D) unreasonable goals or thresholds. After its consideration of the foregoing factors, the Compensation Committee has determined that our compensation programs and policies do not create risks that are reasonably likely to have a material adverse effect on us.
CORPORATE GOVERNANCE COMMITTEE OVERSIGHT
The Corporate Governance Committee considers the risks associated with our corporate governance practices, leadership succession process and quality programs. The Corporate Governance Committee reviews the company’s practices and approach with respect to corporate governance to ensure that its corporate governance structure provides a foundation for achieving long-term shareholder value. This responsibility goes hand in hand with its oversightbest interests of the Company’s leadership succession processshareholders.
Further, our policies require our directors and executive officers to not exposeavoid any action, position or interest that conflicts with an interest of the Company to leadership gaps andor gives the consequences flowing therefrom. The Corporate Governance Committee also reviews and discusses withappearance of a conflict. Any potential conflict of interest involving our management relevant quality metrics, performance improvement, compliance with certification standards and related laws and regulations as well as our enterprise risk management processes relatingdirectors or executive officers must be reported in advance to the quality of our services. The Corporate Governance Committee believes the Company’s sound corporate governance practices, comprehensive leadership success program and extensive quality programs are designed to shield the Company from risk that is reasonably likely to have a material adverse effect on us.
The Board has adopted categorical standards for director independence, which we set forth in the Guidelines and make available on the our website. Under these standards, a director will not be considered independent if:
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The Board does not consider the following relationships to be material relationships that would impair a director’s independence:
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20 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
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The Board has determined that director nominees Mark G. Foletta, R. Jeffrey Harris, Dr. Michael M.E. Johns, Martha H. Marsh, Andrew M. Stern, Paul E. Weaver and Douglas D. Wheat meet our categorical standards for director independence and the applicable rules and regulations of the NYSE and federal securities laws regarding director independence. Our CEO is the only member of our Board who the Board has not deemed independent.
We separate the roles of Chairman of the Board and Chief Legal Officer. If the Chief Executive Officer.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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Corporate Governance
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. Salka,Grace, is responsible for working with the Board in setting our strategic direction and ourday-to-day leadership and performance, while the ChairmanChair of the Board, Mr. Wheat, leads the Board in overseeing our strategy, provides guidance to our CEO and presides over meetings of the Board. At this time the Board believes that having separate roles:
 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 |
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●Acts as an independent spokesperson for the ●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. |
Board’s Policy on Conflicts of Interest and Related Party TransactionsThe Guidelines establish our director’s duties to adhere to our Code of Business Conduct, including our policies on conflicts of interest, and to avoid any action, position or interest that conflicts with an interest of ours or gives the appearance of a conflict. We require directors to report any potential conflicts of interest immediately to the Chairman of the Corporate Governance Committee. We do not, without approval of the Board, permit a director or executive officer, or his or her immediate family member (i.e., spouse, parent, step-parent, child, step-child, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law,sister-in-law or anyone (other than a tenant or employee) who shares that person’s home) or any other person meeting the definition of “related person” under Item 404 ofRegulationS-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (each, a “related person”) to enter into a transaction in which we are a participant if (a) the amount involved exceeds $120,000, and (b) the related person has or will have a direct or indirect material interest. We annually solicit information from directors and executive officers to monitor potential conflicts of interest and comply with SEC requirements regarding approval or disclosure of “related person transactions.” We did not engage in any transaction in 2017nor is there any currently proposed transaction that exceeds or is expected to exceed $120,000 in which we were or are a participant and in which a related person had or will have a direct or indirect material interest.AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement21
| ● | 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. |
| 2024 Proxy Statement | AMN Healthcare | 43 |
Board Meetings and Annual Meeting Attendance by Board MembersCorporate Governance
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 2017, the Board met six times, and took no actions by unanimous written consent. In 2017, no member of the Board attended
fewer than 75% of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). All of our directors attended our 2017 Annual Meeting of Shareholders.
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 Executive Committees.capital allocation strategy. The Board committeesCommittees 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.
In line with our value of continuous improvement, the directors conduct an evaluation of the performance of
the Board and each of the committees on an annual basis. Additionally, on a bi-annual basis, the Corporate Governance Chairman has individual conversations with the directors specifically regarding their board performance and board composition. We describe the current functions and members of each committee below. A more detailed description of the function,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 “Corporate Governance”“Governance” located within the “Investor Relations” tab of our website atwww.amnhealthcare.com.
https://ir.amnhealthcare.com/governance/governance-documents.com.
The table below provides current committee memberships and fiscal year 20172023 committee meeting information:
| Director | Audit (1) | Compensation (2) | Corporate Governance (3) | Executive | Audit(1) | Talent and Compensation(2) | Corporate Governance and Compliance(3) | Executive | ||||
| Mark G. Foletta | Chair | |||||||||||
| R. Jeffrey Harris | Member | Member |  | | | |||||||
| Michael M.E. Johns, M.D. | Member | Chair | ||||||||||
| Martha H. Marsh | Chair | Member | ||||||||||
| Susan R. Salka | Member | |||||||||||
| Andrew M. Stern | Member | Member | ||||||||||
| Paul E. Weaver | Member | Member | ||||||||||
| Jorge A. Caballero | ||||||||||||
| Martha H. Marsh(4) | ||||||||||||
| Cary Grace | | |||||||||||
| Teri G. Fontenot | ||||||||||||
| Sylvia Trent-Adams | ||||||||||||
| Douglas D. Wheat | Chair |  | ||||||||||
| Daphne E. Jones | Committee Meetings and Actions by Written Consent | |||||||||||
| Total Committee Meetings | 9 | 6 | 5 | 2 | 9 | 7 | 12 | 3 | ||||
| Actions by Written Consent | 0 | 2 | 0 | 1 | 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 Rule10A-3 under the Exchange Act, and Section 303A of the NYSE Listed Company Manual. The Board |
| (2) | The Board has determined that all members of the Talent and Compensation Committee meet the standards for independence required by the |
| (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. |
| 44 | AMN Healthcare | 2024 Proxy Statement |
22 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy StatementCorporate Governance
| Audit Committee | Total Committee Meetings: 9 | Attendance: 100% | ||||||||||
 | Teri G. Fontenot (Chair) | Members: | |||||||||
 Mark G. Foletta |  Daphne E. Jones |  Jorge A. Caballero | |||||||||
AUDIT COMMITTEE
Our Audit Committee Charter, which is reviewed annually and was last amended in September 2016, sets forth the duties of the Audit Committee. Generally, the
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 approvingnon-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. |
CORPORATE GOVERNANCE COMMITTEE
Our Corporate Governance Committee Charter, last amended in December 2017, sets forth the duties of the Corporate Governance Committee. Generally, the Corporate Governance Committee:
Key 2023 Activities ●Received quarterly updates and |
●Annual review of the |
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●Oversaw the relationship between the Company’s finance team and its independent auditor to |
| 2024 Proxy Statement | AMN Healthcare | 45 |
With respect to director nominee procedures, the Table of Contents
Corporate Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers or shareholders or it may choose to engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Corporate Governance Committee considers the qualifications set forth in our Guidelines, including judgment, business and management experience (including financial literacy), leadership, strategic planning, reputation for honesty and integrity, diversity and independence from management. It also takes into account specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, experience, background and personal characteristics of the Board. The Corporate Governance Committee may engage a third party to conduct or assist with the evaluation. Ultimately, the Corporate Governance Committee seeks to recommend to the Board those nominees whose specific qualities, experience and expertise will augment the current Board’s composition and whose past experience evidences that they will (1) dedicate sufficient time, energy and attention to ensure the diligent performance of Board duties, (2) comply with all duties of care, loyalty and confidentiality applicable to them as directors of publicly traded corporations, and (3) adhere to our Code of Conduct and Ethics.
The Corporate Governance Committee considers shareholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in the Bylaws. To have a nominee considered by the Corporate Governance Committee for election at the 2019 Annual Meeting of Shareholders, a shareholder must submit the recommendation in writing to the attention of our Secretary at our corporate headquarters no later than January 18, 2019 and no sooner than December 19, 2018. Any such recommendation must include the information set forth onExhibit A to this proxy statement (pageA-1). Once we receive the recommendation, we will deliver to the shareholder nominee a questionnaire that requests additional information about his or her independence, qualifications and other matters that would assist the Corporate Governance Committee in evaluating the shareholder nominee, as well as certain information that must be disclosed about him or her in our proxy statement or other regulatory filings, if
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement23
| Talent and Compensation Committee | Total Committee Meetings: 7 | Attendance: 100% | ||||||||||
 | Martha H. Marsh (Chair) | Members: | |||||||||
 R. Jeffrey Harris |  Mark G. Foletta |  Sylvia Trent-Adams | |||||||||
nominated. Shareholder nominees must complete and return the questionnaire within the time frame provided to be considered for nomination by the Corporate Governance Committee.
COMPENSATION COMMITTEE
TheTalent and Compensation Committee Charter, last amended in April 2017, sets forth the Committee’s duties. Amongis 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 |
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 |
recommends the proposals on |
reviews our incentive compensation arrangements generally to determine whether they encourage excessive risk-taking, |
evaluates the performance of our | |
| ● | 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 beginning on page 28portion 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. |
| 46 | AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
Compensation Committee Interlocks and Insider Participation
The Talent and Compensation Committee, whose members are Ms. Marsh, Mr. Harris, Mr. Foletta, and Dr. Johns,Trent-Adams consists exclusively ofnon-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 other companiesanother company that havehas 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.
| 2024 Proxy Statement | AMN Healthcare | 47 |
EXECUTIVE COMMITTEECorporate 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 | ||
| ● | 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®. |
| 48 | AMN Healthcare | 2024 Proxy Statement |
Corporate Governance
| Executive Committee | Total Committee Meetings: 3 | Attendance: 100% | |||
 | Douglas D. Wheat (Chair) | Members: | ||
 R. Jeffrey Harris |  Cary Grace | | ||
Key 2023 Activities ●Oversaw the Company’s acquisition of MSDR. ●Oversaw the Company’s business development strategies and evaluated acquisition targets. |
Meetings and Attendance
24 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Executive Sessions ofNon-Management Directors
The Board has executive sessions at each regularly scheduled Board meeting during the year, for which our management director, Ms. Salka,Grace, is not present.
More Information
You can learn more about our corporate governance by visiting Communications withhttps://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
The Board has established the following procedure for shareholders and other interested parties to communicate with membersemployees. It is also available at https://ir.amnhealthcare.com/. Each of the Board, the presiding director, or the Independent directors as a group. All such communications should be addressedabove documents is available in print upon written request to the attentionOffice of our Corporate Secretary at our offices located at 12400 High Bluff Drive, Suite 100, San Diego, California 92130. The Corporate Secretary collects and maintains a log of each such communication and forwards any that the Corporate Secretary, believes requires immediate attentionAMN 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 appropriate members of the Board, who then determine how such communication should be addressed.Company’s website are not incorporated by reference in this proxy statement.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement25
