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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☐ | Soliciting Material |
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)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | ||||
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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
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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some reason you are unable to attend. |
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 | ||
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 (%) | ||
Pay Aligned with Financial Performance
CEO Compensation vs Revenue(1) | CEO Compensation vs Adjusted EBITDA(1) | |
Say-on-Pay Results
In 2023, we received 92% of votes in favor of our Say-on-Pay proposal (based on shares voting). Since 2015, our Say-on-Pay results have averaged 95% (based on shares voting), which we believe reflects our pay-for-performance philosophy and level of engagement with our shareholders.
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 | ||||
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. | |||
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. | |||
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. | |||
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. |
| 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. |
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
04 | Refreshment | |||||||
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Board Refreshment
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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. |
30 | AMN Healthcare | 2024 Proxy Statement |
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
Newsweek America’s Most Responsible Companies 2020–2024 | Forbes America’s Best Employers for Women 2023 | Newsweek America’s Greatest Workplaces for Diversity 2024 |
Human Rights Campaign Corporate Equality Index 2018–2024 | ISS 2023 Governance QualityScore of 1 | Bloomberg Gender Equality Index 2018–2023 |
Our Strategic Approach to Sustainability and Social Impact
Our ESG strategy is designed to solidify our business resilience and is premised on the core belief that achieving measurable results in important ESG initiatives provides us with a competitive advantage by improving stakeholder engagement, supporting talent acquisition and retention, and driving innovation and cost savings, ultimately positioning AMN Healthcare as the employer and strategic partner of choice. As the leader in healthcare total talent solutions, we are uniquely positioned to drive innovation and improvements in health equity and patient outcomes, and to serve as a catalyst in partnership with our stakeholders to advance social change and to meet the demands of a more sustainable future. As always, we are guided by our core values of customer focus, passion, trust, respect, continuous improvement, and innovation.
Corporate Governance
GOALS | PROGRESS IN 2023 | |
1.Strong ethics, human rights, data privacy and cybersecurity 2.Comprehensive reporting of financial performance and social & environmental impact 3.Board diversity reflects value chain 4.Political advocacy aligns with our values and ESG goals | TRANSPARENCY AND DISCLOSURE ●Submitted Inaugural CDP Questionnaire ●Received ETHISPHERE Compliance Leader Verification DIRECTOR EDUCATION ●Continued focus on Board cyber education ●Amended Corporate Governance Guidelines to expressly permit reimbursement of ongoing education BOARD DIVERSITY ●Maintained award-winning diversity composition |
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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.
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. |
2024 Proxy Statement | AMN Healthcare | 37 |
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.
2024 Proxy Statement | AMN Healthcare | 39 |
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.
2024 Proxy Statement | AMN Healthcare | 41 |
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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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 |
|
|
|
●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
2024 Proxy Statement | AMN Healthcare | |||||||
49 |
AND OWNERSHIP GUIDELINES
Members of the Board who are not employees of the Company (“Independent Directors”), receive compensation for their service in the form of cash and equity. We refer to these directors as “Independent Directors.” Each form of compensation is evaluated by the Talent and Compensation Committee on an annual basis.
The Talent and Compensation Committee believes director pay should be aligned with the long-term interests of our shareholders, so it has historically givengives substantial weight to the equity component, which represented 69%approximately two-thirds of our Independent DirectorsDirectors’ median total compensation in 2017. 2023.
We pay our Independent Directors an annual cash retainer.retainer that is paid in advance on a quarterly basis. We do not pay any meeting fees to our directors. The ChairmanChairperson of the Board and Committee Chairpersons and one Executive Committee member receive an additional annual retainer for their services. We also reimburse directors forout-of-pocket expenses incurred in connection with their service. Annual retainers are paid in four equal quarterly installments. The table on the rightbelow sets forth the current annual retainer schedule for our Independent Directors.
Position | Annual Retainer ($) | |||
Independent Director | 90,000 | (1) | ||
Chairperson of the Board | 150,000 | |||
Chairperson of Audit Committee | 30,000 | |||
Chairperson of Talent and Compensation Committee | 20,000 | |||
Chairperson of Corporate Governance and Compliance Committee | 15,000 | |||
|
(1) |
|
|
50 | AMN Healthcare | 2024 Proxy Statement |
Director Compensation and Ownership Guidelines
Director Equity Compensation
We typically grant full-value equity awards tonon-management directors Independent Directors upon appointment or election to the Board, and annually thereafter during the director’s term. WeBecause we believe that director compensation should be weighted in equity, we anticipate that we will continue to grant annual equity awards tonon-management directors at some level our Independent Directors for the foreseeable future. Since 2010, theThe aggregate grant date fair value, (“which we refer to as AGDFair Value,”) of such equity awards has been approximately $135,000.for 2023 is $160,014, which we believe aligns with the market for independent director compensation.
On April 18, 2017, we grantedMay 17, 2023, eachnon-management director Independent Director serving on the Board at such time received an equity award of 3,3651,681 restricted stock units, (“RSUs”) representing 69% of the total median compensation.which we refer to as RSUs. The RSU awards willissued to our Independent Directors vest on April 18, 2018, and eachthe earlier of the one-year anniversary of the grant date or the 2024 Annual Meeting of Shareholders, provided such director hadremains in service through such date. Each director was also given the option of deferringto defer receipt of the shares underlying the RSUs until their separation of service from the Board. Independent Directors that are elected to the Board at a time other than in connection with our annual meeting receive an equity award upon election in an amount equal to the pro rata annual grant value approved for Independent Directors for the anticipated service time from his or her separationdate of service.election through the Company’s next annual meeting of shareholders. The chart on the right illustrates a breakdown of the current annual compensation of our Independent Directors, excluding committee retainers.
26 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Cash vs. Equity Compensation
The following table provides information about thereflects compensation that our directors earned during fiscal year 2017.2023. The table does not include Ms. Salka,Grace, who received no additional compensation for her service as a director. Ms. Grace’s compensation as our President and CEO is described in the “Executive Compensation” section below.
Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | Fees Paid in Cash ($) | Fees Paid in Stock ($)(1) | Total ($) | ||||||||||||
Mark G. Foletta | 93,750 | 135,021 | 228,771 | 101,250 | 160,014 | 261,264 | ||||||||||||
R. Jeffrey Harris | 63,750 | 135,021 | 198,771 | 93,750 | 160,014 | 253,764 | ||||||||||||
Michael M.E. Johns, M.D. | 73,750 | 135,021 | 208,771 | |||||||||||||||
Martha H. Marsh | 78,750 | 135,021 | 213,771 | 106,250 | 160,014 | 266,264 | ||||||||||||
Andrew M. Stern | 63,750 | 135,021 | 198,771 | |||||||||||||||
Paul E. Weaver | 73,750 | 135,021 | 208,771 | |||||||||||||||
Jorge A. Caballero | 95,604 | 160,014 | 255,618 | |||||||||||||||
Sylvia Trent-Adams | 86,250 | 160,014 | 246,264 | |||||||||||||||
Douglas D. Wheat | 157,500 | 135,021 | 292,521 | 236,250 | 160,014 | 396,264 | ||||||||||||
Daphne E. Jones | 86,250 | 160,014 | 246,264 | |||||||||||||||
Teri G. Fontenot | 104,958 | 160,014 | 264,972 |
(1) | The amount set forth in this column represents the AGD Fair Value of the |
(2) | As of December 31, 2023, our Directors held the following RSUs, including deferred RSUs (#): |
Mark G. Foletta | R. Jeffrey Harris | Martha H. Marsh | Jorge A. Caballero | Sylvia Trent-Adams | Douglas D. Wheat | Daphne E. Jones | Teri G. Fontenot | |
26,278 | 34,738 | 30,531 | 3,139 | 2,878 | 36,419 | 3,280 | 6,634 |
2024 Proxy Statement | AMN Healthcare | 51 |
Director Compensation and Ownership Guidelines
Director Equity Ownership Requirement
TheOur Board believes that all directors should maintain a meaningful personal financial stake in the Company to further align their long-term interests with those of our shareholders. Accordingly, iteach non-management director is the Board’s desire that eachnon-management director willrequired to hold Common Stock and vested but unsettled RSUs of the Company equal to a value of at least threefive times the director’s annual cash retainer (i.e., $195,000)$450,000 after April 1, 2023).
The Company does not take into account the value of unvested RSUs and vested or unvested SARsstock appreciation rights and options are not taken into account in determining whether a director meets our director equity ownership guidelines. As of December 31, 2017,2023, all of ourAMN Healthcare non-management directors satisfy our director equity ownership guidelines.guidelines, except for Mr. Caballero, who was appointed to the Board in December 2021, and Dr. Trent-Adams, who was appointed to the Board in October 2020.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement27
Level | Shares Held as Multiple of Annual Cash Retainer | Complies | ||||||
23x | ✓ | |||||||
R. Jeffrey Harris | 72x | ✓ | ||||||
Martha H. Marsh | 43x | ✓ | ||||||
Jorge A. Caballero | 1.9x | —(1) | ||||||
Sylvia Trent-Adams | 4.8x | —(2) | ||||||
Douglas D. Wheat | 12x | ✓ | ||||||
Daphne E. Jones | 12x | ✓ | ||||||
Teri G. Fontenot | 9.4x | ✓ |
(1) | Mr. Caballero was appointed to the Board in December 2021 and does not yet satisfy the director equity ownership requirement. |
(2) | Dr. Trent-Adams was appointed to the Board in October 2020 and does not yet satisfy the director equity ownership requirement. |
52 | AMN Healthcare | 2024 Proxy Statement |
Our named executive officers as of December 31, 2023 are listed below. We provide information regarding the business experience, qualifications, and affiliations of our currently employed named executive officers who are not directors below.
For Ms. Grace’s experience, qualifications, and affiliations, please see page 19.
Jeffrey R. Knudson | 48 Chief Financial Officer and Treasurer |
Mr. Knudson joined us as Chief Financial Officer and Treasurer in November 2021. In his role, Mr. Knudson oversees the Company’s accounting, finance, investor relations, internal audit, risk management and real estate functions. Prior to his appointment as Chief Financial Officer and Treasurer, Mr. Knudson served as Chief Financial Officer and Executive Vice President, Supply Chain of At Home Group, Inc., in which capacity he oversaw accounting, financial planning and analysis, treasury, investor relations, and internal audit and supply chain activities. Prior to Mr. Knudson’s tenure with At Home Group, Inc., he served in several leadership positions at CVS Health and CVS Caremark Corp., including as Senior Vice President of Finance and Retail Controller for their retail pharmacy segment. Prior to CVS, Mr. Knudson was a key member of the treasury and mergers and acquisition leadership teams at L Brands and Express Scripts. Mr. Knudson received his bachelor’s degree in accounting and finance from the University of San Diego. |
Mark C. Hagan | 54 Chief Information and Digital Officer |
Mr. Hagan joined us as Chief Information Officer in June 2018. In March 2020, Mr. Hagan was promoted to Chief Information and Digital Officer and is responsible for our digital strategy, technology R&D, enterprise information technology infrastructure, operations, development, security, program management operations as well as certain customer support operations. Prior to joining AMN Healthcare from 2014 - 2018, Mr. Hagan was Chief Information Officer and Senior Vice President of IT at Envision Healthcare, a diverse healthcare services and technology company and a leading provider of physician-led services, post-acute care, ambulatory surgery services, and related management services. Prior to Envision, Mr. Hagan was IT Director at TeleTech. Mr. Hagan currently serves as a director of M&M Properties Colorado LLC and Wonolo, Inc. Mr. Hagan holds a Master of Business Administration from the University of Colorado and a Bachelor of Science and Computing from Queensland University of Technology. |
2024 Proxy Statement | AMN Healthcare | 53 |
Executive Officers
Whitney M. Laughlin | 54 Chief Legal Officer and Corporate Secretary |
Ms. Laughlin joined us in 2006 and was named Deputy General Counsel in 2011. In August 2023, Ms. Laughlin was promoted to Chief Legal Officer and Corporate Secretary. Ms. Laughlin is responsible for overseeing our legal, corporate governance, environmental, social and governance functions, privacy and compliance, government and community affairs and equity compensation. She currently serves on the Executive Committee of the Board of SafeHaven of Tarrant County and on the Board of International Esperanza Project. Prior to joining AMN Healthcare, Ms. Laughlin was a partner at Lewis, Brisbois, Bisgaard and Smith where she had an employment litigation practice, primarily serving healthcare and staffing industry clients. She received her law degree from Georgetown University Law Center and a Bachelor of Science in Political Science and a Bachelor of Arts in Communications, both from Southern Methodist University. Ms. Laughlin is a licensed attorney in California and Texas. |
54 | AMN Healthcare | 2024 Proxy Statement |
Proposal 2 | Advisory Vote to Approve Named Executive Officer Compensation | |||
The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC. |
Section 14A of the Exchange Act, as amended by the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation paid to our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on executive compensation on an annual basis, and the next shareholder advisory vote will occur at our 2024 Annual Meeting of Shareholders.
COMPENSATION DISCUSSION AND ANALYSISOur Board believes that AMN Healthcare’s long-term success as the leading total talent healthcare solutions company depends in large part on the attraction and retention of our named executive officers and the alignment of their compensation with the overall performance of the Company. Our compensation programs are designed to attract, retain, and properly incentivize executives and focus on the creation of shareholder value.
IntroductionUnder our executive compensation programs that are focused on aligning pay with performance, we reward our named executive officers for the Company’s short- and long-term performance, including the achievement of specific pre-established performance metrics tied to annual and long-term operational, financial and strategic goals. The compensation packages for our named executive officers are substantially tied to our strategic objectives, financial plan, and total shareholder return and align with the interests of our stakeholders and our commitment to our values and purpose. In setting target levels of compensation and long-term incentive opportunities, the Talent and Compensation Committee closely monitors evolving best practices as well as the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs fall within the relevant market practices.
The following Compensation Discussion and Analysis (“that follows details our compensation philosophy and the implementation of that philosophy against goals, including how we set compensation targets and objectives and evaluate each named executive officer against those targets and objectives to ensure performance is appropriately rewarded.
We ask that you support the compensation of our named executive officers as disclosed in our Compensation Discussion and Analysis and the accompanying tables contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Summary Compensation Table and the other related tables and narrative disclosure.”
Our Board and our Talent and Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies. Because your vote is advisory, it will not bind us, the Talent and Compensation Committee, or our Board.
56 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
2023 Pay and Performance
Amidst a shifting industry landscape, as the healthcare industry adjusted to the post pandemic normal with regard to both demand and costs, the Company maintained focus on financial discipline while continuing to execute on strategic priorities to generate long-term shareholder value.
In 2023, as clients focused on building a more sustainable workforce, we began several key initiatives to reinforce our position as the preferred partner to help healthcare organizations optimize their workforce strategy, including a stepped-up branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace for tech-enabled healthcare total talent solutions. We also made strategic moves to ensure we are the preferred employer for healthcare professionals and team members, including providing greater workplace flexibility, aligning pay and benefits with market benchmarks, launching new career planning and mentoring support, and reinforcing our industry leadership in DEI.
We continued to make significant progress on our investments in digital and technology capabilities to enhance our client and healthcare professional experience. We launched ShiftWise Flex, a next-generation vendor management system (VMS) that will enable us to meet clients where and how they want to be served. In addition, our healthcare professional mobile application, AMN Passport, became the most downloaded mobile app in the healthcare staffing industry and has been downloaded by more than 220,000 registered, ready-to-work nurse and allied healthcare professionals.
As part of our long-term strategy to create sustainable value for shareholders, AMN Healthcare acquired MSDR during the fourth quarter of 2023, which consists of two healthcare staffing companies (MSI and DRW) that specialize in locum tenens and advanced practices. The addition of MSDR aligns and expands our Physician and Leadership Solutions operating segment and increases our candidate supply in hard-to-fill specialties, serves our clients’ physician needs efficiently and will help us to grow in the high-demand locum tenens market. Additionally, with our continued focus on cost discipline, and in the face of an industry-wide decrease in demand, we made the difficult decision to reduce our corporate employee workforce at all levels, as we realigned our organization to allow for improved direction of supporting teams and to streamline decision-making.
This year’s Compensation Discussion and Analysis highlights decisions made by the Talent and Compensation Committee in the context of AMN Healthcare’s 2023 financial and operational performance, including revenue of $3.79 billion and adjusted EBITDA of $579 million, while building momentum for 2024 and beyond by making significant progress on strategic initiatives to build our long-term growth. The Talent and Compensation Committee has primary oversight over the design and execution of the Company’s executive compensation program that is structured on a pay-for-performance model that leverages short-and long-term incentives to drive multiple dimensions of performance and aligns the interests of our executives with those of our shareholders and other stakeholders. More specifically, we have designed a total rewards program consisting of base salary, annual cash bonuses, and long-term equity incentive awards.
By aligning pay with performance, we motivate and reward our executives for increases in long-term shareholder value. We grant performance restricted stock units based on total shareholder return and adjusted EBITDA performance over a three-year period. For our 2021 TSR awards, whose performance period ended on December 31, 2023, our absolute TSR of 9% placed us in the 55th percentile versus the Russell 2000, resulting in a payout of 115% of the target amount. With respect to our 2021 EBITDA awards, our adjusted EBITDA performance exceeded target resulting in a payout of 134% of the target amount. We also grant restricted stock units, the inherent value of which is directly tied to the value of the Company’s stock performance.
We designed our 2023 Senior Management Incentive Bonus Plan, which we refer to as the Bonus Plan, to ensure that 70% of each executive’s annual cash bonus target is based on annual revenue and pre-bonus adjusted EBITDA goals, which serve as two key financial metrics for the Company. The Talent and Compensation Committee believes that the combination of these longer-term equity and annual cash incentive vehicles are effective to motivate and reward our executives, which is why they make up a substantial majority of their total compensation packages. As a result of this compensation structure, none of the Company’s named executive officers received a bonus under the Bonus Plan for the financial components of the incentive program for the 2023 performance period, as the threshold for the revenue and pre-bonus adjusted EBITDA goals were not met. However, as a result of our leadership’s strong contributions in 2023 to our strategic objectives, all of the Company’s named executive officers did earn between 150% -175% of their respective targets possible under the Leadership Component for the 2023 performance period.
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Executive Compensation
In May 2022, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition, we established a cash bonus program (the “2022 Performance and Retention Plan”) for our named executive officers (other than Ms. Grace and Ms. Laughlin, as discussed under “Compensation Discussion and Analysis – Our 2023 Compensation Program and Results – 2022 Performance and Retention Plan”) based on achieving 121% to 140% of our pre-bonus adjusted EBITDA target. These awards pay out at a range of 0% to 100% based on the performance, and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance in 2022, the 2022 Performance and Retention Plan resulted in the maximum payout on May 1, 2023.
The Talent and Compensation Committee believes that the Company’s compensation structure properly aligns pay with performance and appropriately incentivizes executives without excessive risk. The Committee is comfortable that the outcomes under the Company’s incentive compensation plans align with the Company’s financial performance, and the Company’s named executive officers continue to take the necessary actions today to achieve our long-term strategic plan and continue to deliver sustainable value to our shareholders.
Performance Goals for 2024
Looking to 2024, the Talent and Compensation Committee established financial goals for performance-based compensation over a three-year period (2024 through 2026). We set Bonus Plan targets based on our annual operating plan and intend that the achievement of our annual targets will contribute to the successful execution of our long-term strategy.
Compensation Committee Report
The Talent and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that follows with management and, based on this review and discussion, has recommended to the Board that it be included in AMN Healthcare’s proxy statement on Schedule 14A for its 2024 Annual Meeting of Shareholders, which is incorporated by reference in AMN Healthcare’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, each as filed with the SEC.
Talent and Compensation Committee Members
Martha H. Marsh | Mark G. Foletta | R. Jeffrey Harris | Sylvia Trent-Adams |
Chair | |||
58 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Compensation Discussion and Analysis
Executive Summary | 59 |
Executive Compensation Practices | 61 |
Principal Components of our Compensation Program | 69 |
Our Compensation Determination Process | 72 |
Our 2023 Compensation Program and Results | 74 |
Additional Compensation Practices | 81 |
Our 2024 Executive Compensation Program | 83 |
This Compensation Discussion and Analysis, which we refer to as the CD&A,”) provides a detailed description of the compensation objectives, philosophy, design, practices, and programs that comprisefor our named executive officer’s total rewards program. It also explains howofficers, and we listed those who served in this capacity during the 2023 fiscal year below. The Talent and Compensation Committee determines executive compensation under this program, as it takes great care in exercising its oversight of the developmentdesign of our comprehensive compensation program to attract, retain, and refinement of a total rewards program that reflects its stewardship responsibility to AMN’s shareholders while simultaneously ensuring the availability ofprovide incentives for talent to lead our organization to achievein a manner consistent with our core values and aligns with stakeholder interests and the achievement of our short- and long-term strategic goals.
More specifically, this CD&A provides clear details related to each of the following aspects of the total rewards program that has been designed for our named executive officers: (1) the objectives and philosophy, (2) the processes and criteria in place for proper oversight, (3) the design and components of our named executive officer’sofficers’ total rewards program, and (4) how each component fits into our Compensation Committee’s overall objective to supportsupports the Company’s business strategy.
The Compensation Committee believes that our named executive officers are collectively, a strong, valuable, experienced, skilled and innovative team, with a passion for the Company, its core values and delivering sustainable, long-term returns for our shareholders. Our named executive officers for the 2017 fiscal year are listed below.
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Cary Grace President and Chief Executive Officer | ||||
| Jeffrey R. Knudson Chief Financial Officer | |||
| Mark C. Hagan Chief Information and Digital Officer | |||
| Whitney M. Laughlin(1) | Denise L. Jackson(2) Former Chief Legal Officer and Corporate Secretary | ||
(1) | Ms. Laughlin was promoted to Chief Legal Officer and Corporate Secretary for the Company effective August 19, 2023. Prior to her promotion, Ms. Laughlin served as the Company’s Deputy General Counsel. |
(2) | Ms. Jackson resigned from the Company as Chief Legal Officer and Corporate Secretary on August 18, 2023. |
Our Executive Compensation Program Philosophy and Objectives
Our executive compensation philosophy is that compensation realized by executives should (i) align with shareholders’ interests, (ii) reflect the individual skills and contributions of the executive in achieving the strategic, financial, and operational goals of the Company and (iii) reflect the leadership they demonstrate in promoting our values-based culture and commitment to corporate social responsibility.
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Executive Compensation
Our Executive Compensation Program Objectives
● | Pay-for-performance, with variable pay constituting a significant portion of total compensation |
● | Focus on propelling growth and the attainment of our long-term financial and strategic objectives |
● | Provide equal pay based on performance |
● | Build a strong talent base to reinforce our succession planning objectives |
● | Create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value |
● | Reward our executives for long-term improvement in shareholder value |
● | Attract, retain, and motivate highly skilled and innovative executives who embrace and promote AMN’s values-based culture that fosters innovation, diversity, and inclusion |
● | Provide compensation that is competitive with compensation paid by other similarly sized companies, including those in our executive compensation peer group |
● | Align compensation with established corporate governance practices and avoid excessive risk |
Ourpay-for-performance focusedWith these principles in mind, we have designed and continually evaluate and modify, as necessary, our executive compensation program is designed to motivatesupport our leaders to build sustainable long-term shareholder value. Among other things,strategic objectives of achieving above-market growth in revenue and profitability by (1) being the leader and innovator in healthcare total talent management solutions and services, (2) growing our overall revenue mix from strategic talent solutions and technology and (3) delivering a superior customer experience through operational excellence and agility.
To support the Company’s objectives, the Talent and Compensation Committee premises our executive compensation objectives on the following guiding principles:
to align pay with performance, with variable pay constitutinghas designed a significant portion of total compensation;
to create commonality of interest between our executives and shareholders by tying realized compensation directly to changes in shareholder value;
to support the attainment of our short- and long-term financial and strategic objectives;
to attract, retain and motivate highly skilled and innovative executives who will lead us to be the thought leader and driver of innovation within our industry; and
to foster a culture of integrity and ethics where team members are treated with respect and appreciation for their contributions.
To support our objectives, we have designed an executive compensation total rewards program for our named executive officers, which includes the following primary features that includesconstitute the majority of our named executive officer’s total compensation: (1) base salary,salary; (2) annual bonuses,bonuses; and (3) long-term incentive awards, which constitutes a significant portionawards.
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Contents
28 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
WHAT WE DO |
Below is a summary relating to the total rewards compensation package we provide our named executive officers.
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✓ | Align Pay with ✓Reward for | |
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✓Strong Ownership Requirements. We have stock ownership guidelines requiring our | |
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Cap Incentive ✓ | ||
✓Competitive Peer Benchmarking. We review our executive compensation peer group on an annual basis to ensure that our compensation program is | ||
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✓“Double-trigger” Change in Control Provisions. Our equity award arrangements include “double-trigger” mechanics. ✓Compensation Recoupment Policy. We have a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange. |
WHAT WE DON’T DO | |||
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2023 Year In Review
Throughout 2023, AMN Healthcare experienced meaningful changes to the business environment in which we operate. These changes had an impact on our organization and the Talent and Compensation Committee undertook deliberate compensation actions to support the business during this transition. In 2023, AMN faced a challenging business environment as the healthcare industry adjusted to a new normal for demand and costs in a post-pandemic environment, which resulted in reduced demand for our services in 2023. In order to respond to this challenging business environment and position the Company for long-term success, we undertook several key actions:
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement29
2023 Incentive Plan Metrics and Targets
2017 2023 Annual Incentive Plan
2024 Compensation
A long-standing principle of our executive compensation program is to linklinking pay to performance. Accordingly, when making compensation decisions, we analyze our financial, operational, and stock performance and execution on strategic initiatives.
As set forth below, the The Company delivered strong financial and stock performance in 2017 and continued to make significant progress on our short- and long-term strategic goals.(1)
Someobjectives and overall business strategy. We describe some of our 2023 highlights for 2017 included:below.
The price of our Common Stock increased 28% in 2017, from $38.45, the closing price on December 31, 2016, to $49.25, the closing price on December 31, 2017. We ranked in the 95th percentile in total shareholder return for the three-year period ended December 31, 2017 among companies comprising the
AMN Passport remained the most downloaded app in healthcare staffing industry with more than 220,000 registered nurse and allied healthcare professionals(1) | ShiftWise Flex launched the latest generation of our market-leading vendor management system | ||
Acquired MSDR bolstering our locum tenens growth strategy and presence in attractive physician specialties | Over $425 million in SHARE REPURCHASES representing 11% of weighted average shares outstanding in 2023(2) | ||
(1) | As of December 31, |
(2) | For the |
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We renewed our share repurchase program of up to $150 million and repurchased 486,543 shares of our Common StockLeadership in 2017 at an average price of $41.41 per share, resulting in an aggregate purchase price of $20.2 million.Total Talent Solutions as One AMN
We continued to makeIn 2023, we made progress on our long-termgoal to be the most trusted and utilized tech-enabled total talent solutions partner. We have strengthened our portfolio of talent solutions through our strong commitment to technology enablement. To serve all of our clients’ current and future needs, AMN Healthcare has established an accelerated cadence of rolling out enhancements and innovations in our technology platform. This will continue to make it easier for clients to access our full set of 20 solutions through our better-integrated sales and service organization. In 2023, the average number of AMN solutions utilized by our top 30 clients increased to 9, and the number of our top 20 clients that utilized 10 or more of our workforce solutions increased 10%.
As the industry adjusted to the new normal for demand and costs, we remained focused on helping our clients deliver on their mission to provide quality care by collaborating, innovating, and evolving our existing solutions and creating new ones. After focusing on serving our MSP clients in a time of crisis, we are back to serving the broader market with the entirety of our solution set. This effort includes our branding initiative that aims to drive greater recognition of significantly upgradingthe breadth and depth of our frontpresence in the marketplace. In 2023, three of our legacy nurse staffing brands, American Mobile, Nurse Choice and back office technology platforms in orderOnward Healthcare, became one under AMN Healthcare Nursing Solutions, and StaffCare and Merritt Hawkins have been consolidated under the AMN Physician
62 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Solutions brand. These changes provide a more cohesive experience for hospitals, healthcare systems, and healthcare professionals. Healthcare systems now have access to a larger pool of quality healthcare professionals and AMN Healthcare’s full suite of workforce resources and support, and candidates have a wider selection of career opportunities across the United States.
Enhanced Digital Experience for Clients, Healthcare Professionals and Team Members
Throughout 2023, we continued to deliverbest-in-class on our investments in technology and digital capabilities to enhance our client, candidate, and team member experience. Our team members are gaining empowerment from improved processes, faster and more responsive team communications, and the integration of AMN Passport, our industry-leading mobile app, into our workflows. Passport continues its strong growth of registrants and average daily users. This growth is driven by the increasing value we are building into Passport, enabling on-line and mobile touchpoints, self-service capabilities, and automated processes, resulting in high utilization and user satisfaction by healthcare professional experiences and optimizeprofessionals on assignment.
A major milestone in our digital acceleration in 2023 was the efficiencygo-live of ShiftWise Flex, the latest generation of our business operations.market-leading vendor management system. The newly reengineered platform manages a full range of program management options as well as clinical and non-clinical labor sourcing options, from agency staffing and independent contractors to float pool and direct hire. ShiftWise Flex empowers users with intuitive dashboards, real-time data-driven labor market insights, powerful supplier support, and Passport integration for AI-powered talent matching, credentialing and candidate self-service.
We believe our investments in technology systems and digital capabilities will continue to drive innovation and position us to serve growing health systems and diverse care settings while reducing costs and complexities for our clients and more effectively engage our healthcare professionals on their entire career journey.
Sustained Financial Discipline
Despite this challenging environment we have continued to generate strong cash flows and put capital to work. Our capital expenditures this year reached a record high of over $100 million, focused primarily on innovations that we expect to bring attractive, long-term returns. During 2023, we also deployed over $425 million in share repurchases, including through an accelerated repurchase program, representing 11% of weighted average shares outstanding in 2023, in keeping with our commitment to return capital to our shareholders. Additionally, as part of our growth strategy, we acquired MSDR in the fourth quarter of 2023, expanding our Physician and Leadership Solutions operating segment and increasing our candidate supply in hard-to-fill specialties. MSDR’s expertise and talent are strong complements to, and growth accelerators for, our existing locums business.
Advancing the Overall Health of Our Workforce, Workplace and Marketplace
We believe advancing the overall health and wellbeing of our workforce, workplace and marketplace is vital to our ability to be the employer and strategic partner of choice in healthcare total talent solutions. At the core of these efforts is our commitment to working to embed diversity, equity and inclusion within our organization. One way in which we measure this is the representation of our workforce and its reflections of the communities that we serve. As of January 2024, 69% of our team members are women, and 43% of our team members and 35% of our leaders are from other historically underrepresented communities.
To ensure our ability to continue to attract and develop diverse talent, we also enhanced our human capital infrastructure to support pay equity, leadership development and professional connections. For the seventh consecutive year, we were named to the Bloomberg Gender Equality Index and received a top ranking in the Human Rights Campaign Foundation’s Corporate Equality Index. We believe that our diverse workforce and inclusive environment drives better outcomes which has made us the leader in total talent solutions.
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Executive Compensation
2023 Compensation Elements
The following charts compare our year-over-year performance on certainkey financial metrics that we utilized in making compensation decisions for our named executive officers in 2017.
for 2023.
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30 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Consolidated revenue (MM) $1,988 $1,902 2016 revenue 2017 revenue 5% yoy growth Consolidated AEBITDA (MM) 12.9% margin 12.5% margin $256.4 $236.9 2016 AEBITDA 2017 AEBITDA 8% yoy growth
Consolidated Revenue (MM) | Consolidated Adjusted EBITDA (MM) | |||||||
The Talent and Compensation Committee placed considerable emphasis onconsidered our TSR as well as financial and operational performance over the past 12 months in determining our CEO’s 2017 cash bonus as well as her 2017our 2023 total shareholder return when determining our named executive officers’ 2023 cash bonus and equity awards.awards that were earned. Because certain compensation information included in this proxy statement spans the last three fiscal years, we have set forth below our cumulative total shareholder return and compound annual growth rate for theone-,two- and three-year periods ended December 31, 2017.2023.
Period | Cumulative Total Shareholder Return (1) | Compound Annual Growth Rate | Common Stock Price at Beginning of Period | |||||||||
One-Year Period Ended December 31, 2017 | 33% | N/A | $ | 38.45 | ||||||||
Two-Year Period Ended December 31, 2017 | 54% | 26% | $ | 31.05 | ||||||||
Three-Year Period Ended December 31,2017 | 165% | 36% | $ | 19.60 |
Period | Cumulative Total Shareholder Return(1) (%) | Compound Annual Growth Rate (%) | Common Stock Price at Beginning of Period ($) | ||
One-Year Period Ended December 31, 2023 | (38) | N/A | 102.82 | ||
Two-Year Period Ended December 31, 2023 | (36) | (21.76) | 122.33 | ||
Three-Year Period Ended December 31, 2023 | 10 | 3.14 | 68.25 |
(1) | The |
64 | AMN Healthcare | 2024 Proxy Statement |
2017 Compensation for Our Named Table of Contents
Executive OfficersCompensation
The illustrations below provide an overview of the principal components of our executive compensation program aimed at driving long-term shareholder value and rewarding strong financial and operational performance. Numerous factors influencedplayed a role in our 2023 compensation decisions for 2017 with the customary overarching goal of closely linking pay to performance. In 2017,2023, given the Company’s financial performance and long-term stock performance, performance-based cash incentives paid for 2023 performance and equity compensation (which is inherently linked to performance)granted in 2023 comprised 73%81% of our CEO’sMs. Grace’s total compensation, and 56%—63%52% - 77% of the total compensation for each of our other named executive officers.
To illustrate this, the chart set forth below reflects the percentage breakdownofficers resulting in an average of 68% of total compensation at risk for our CEO’s 2017 compensationother named executive officers (other than with respect to Ms. Jackson’s partial year of service), as set forth in the Summary Compensation Table.Table on page 85 below.
Ms. Grace’s Compensation Granted At Risk | ||
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Other NEO Compensation Granted At Risk | ||
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Executive Compensation
COMPONENTS | PURPOSE | KEY FEATURES | |
BASE SALARY | Attract and retain talent | ●Fixed base of cash compensation ●Reviewed and approved annually ●Benchmarked annually to the median and 75th percentile of our peer group and other companies of similar revenue and market capitalization | |
Ms. Grace: | Other NEOs (Average): | ||
ANNUAL CASH INCENTIVE BONUS | Drive achievement of annual strategic and financial objectives | ●70% of target values are directly tied to measurable financial measures (known as the “Financial” component) –Consolidated revenue (30%) – Consolidated adjusted EBITDA (40%) ●30% of target values are directly tied to non-financial factors (known as the “Leadership” component) ●One-year performance period, aligned with our strategic priorities ●Payout Range: 0-200% of target | |
Ms. Grace: | Other NEOs (Average): | ||
LONG-TERM INCENTIVE | Align with shareholders interests and drive achievement of our long-term strategic objectives | ●Equity mix of: –Time-vested restricted stock units (35%) –Performance-based restricted stock units based on total shareholder return (30%) –Payout Range: 0-175% of target –Performance-based restricted stock units based on adjusted EBITDA performance (35%) –Payout Range: 0-200% of target ●Three-year performance/vesting period ●Actual payout dependent upon long-term financial and stock performance and retention | |
Ms. Grace: | Other NEOs (Average): | ||
As the Talent and Compensation Committee has consistently done, throughout the past several years, it based its 20172023 compensation decisions aroundon the Company’s 2023 financial goal setting for 2017goals and other actions influencing executive compensation based on
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement31
Ceo compensation at risk 5% 22% 14% 59% 73% at risk Salary bonus equity other
the expectation that (1) we would achieve market-leadingtargeted revenue and AEBITDA growthadjusted EBITDA performance on a consolidated basis, and within each of our business segments, and (2) our named executive officers would lead their teams to successfully execute our business strategy in a manner that reflected our core values. Due toBelow is a breakdown of our solid operational performance and financial results, eachcurrent named executive officer earned 85% of his or her target bonus that was tied to the Company’s 2017 financial performance.
Weofficers’ actual compensation for 2023, as set forth below the breakdown of each named executive officer’s compensation for 2017 as taken fromin the Summary Compensation Table.Table on page 73 below.
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Executive Compensation
ESG-Linked Performance Pay
At AMN Healthcare, we integrate ESG goals into executive compensation. Specifically, the Company holds leadership accountable for executing on our ESG-related commitments by integrating achievement of ESG-related objectives into leadership metrics that comprise a portion of the “Leadership” component that makes up 30% of our senior executives’ target annual cash incentive bonus. In determining the ESG component, the Talent and Compensation Committee considers the Company’s performance and progress on certain ESG initiatives.
For 2023, these initiatives included, among other things, increasing representation of historically underrepresented groups, including women, in leadership roles, leadership of our Employee Resource Groups, and philanthropic leadership through board service.
In 2023, AMN Healthcare made significant progress in each of these and other ESG initiatives which the Talent and Compensation Committee determined significantly exceeded our goals. Among other achievements for 2023, the Company under its executive leadership:
● | Received multiple national and regional awards and recognition for DEI leadership; and |
● | Continued to prioritized sustainability in our decision making. |
Named Executive Officer Compensation In 2023
Cary Grace Total: $6,660,480 |
Jeffrey R. Knudson Total: $3,402,813 |
2024 Proxy Statement | AMN Healthcare | 67 |
Executive Compensation
Mark C. Hagan Total: $2,303,132 |
Whitney M. Laughlin Total: $814,465 |
Denise L. Jackson Total: $1,655,676 |
68 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Response to 2017Say-on-PayTo 2023 Say-On-Pay Vote
At our 20172023 Annual Meeting of Shareholders held on April 19, 2017,May 17, 2023, we received approximately 96%92% support (based on shares voting) on our“say-on-pay” advisory “say-on-pay” proposal regarding the executive compensation of our named executive officers identified in our 2017 proxy statement.officers. Our compensation program has remained consistent with that set forth in our 20172023 proxy statement. Westatement for our 2023 Annual Meeting of Shareholders, and we believe the following four themes remain most important amongto our investors:shareholders: (1) compensation
should correlate to company performance, (2) performance-based compensation should constitute a majority of our named executive officers’ compensation, (3) long-term performance awards should constitute an important component of long-term incentive awards, (3) performance measures beyond total shareholder returnbe utilized to ensure sustainable value for shareholders should be considered,an integral part of compensation and (4) variable compensation should be designed to motivate, reward and retain executives.
32 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Summary of our Named executive Officers Compensation in 2017
The Talent and Compensation Committee believes that our executive compensation program in 20172023 satisfied each of the four themes identified above. In 2017,2023, the Compensation Committee took the following actions:
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Established performance goals |
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Principal Components of our Compensation Program
In 2018, based on discussionsline with our core value of continuous improvement, we (1) listen to our shareholders, and input from(2) review the Compensation Committee’s independent consultant, the Compensation Committee made adjustments to the vesting schedule and maximum payouts of new equity awards to reduce complexity and reflect more common market practices (e.g., a three-year ratable vesting schedule for its time-vested RSUs).
Our Compensation Program Philosophy and Objectives
A guiding principle of our Executive Compensation Philosophy is that compensation realized by executives should generally reflect the individual skills and contributions of the executivelatest trends in achieving the strategic, financial and operational goals of the Company and the leadership they demonstrate in promoting our values-based culture. Additionally, corporate governance best practices and the annual shareholder advisory vote on executive compensation are also considered in the design ofpractices, (3) evaluate whether shareholders or proxy advisory services view certain pay practices with disfavor and (4) review our executive’s total rewards package. Our philosophy embraces the following principles, which the Compensation Committee sets forth in its Executive Compensation Philosophy, and is available in the “Corporate Governance” section under the “Investor Relations” tab of our Company’s website atwww.amnhealthcare.com.
Be performanced-based, with variable pay constituting a significant portion of total compensation,
Create commonality of interest between our executives and shareholders by tying realized compensation directlypractices to changes in shareholder value,
Focus on propelling growth in the attainment of our short- and long-term financial and strategic objectives,
Reward our executives for long-term improvement in shareholder value,
Provide pay based on performance without regard to legal classification,
Attract, retain and motivate highly skilled and innovative executivesensure that embrace and promote AMN’s values-based culture that fosters innovation,
Build a strong talent base to reinforce our succession planning objectives,
Be competitive with companies in our peer group,
Maximize the financial efficiency of the overall program from, including but not limited to tax, accounting, and cash flow perspectives, and
Ensure that corporate governance practices and the impact of oursay-on-pay proposals are upheld.
With these principles as our foundation, we have designed and continuallyimplemented compensation programs that we believe will create value for our shareholders that attract, incentivize, and retain executives.
PRINCIPAL COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM ●Base salary, ●Short-term or annual performance awards in the form of cash bonuses, and ●Long-term incentive awards in the form of restricted stock units and performance restricted stock units. We also provide: ●benefits generally available to other employees, including a non-qualified deferred compensation plan, ●severance agreements, and ●reimbursement for each named executive officer up to $25,000 for certain financial, estate planning and personal health and wellness expenses. |
Base Salary
Base salary serves as the first principal component of our executive compensation program. In setting base salaries, the Talent and Compensation Committee considers several factors.
FACTORS CONSIDERED BY THE TALENT AND COMPENSATION COMMITTEE IN SETTING BASE SALARIES ●The salaries of similarly situated executives within our peer group and other companies of similar revenue size and market capitalization, ●Our operational and financial performance, ●Individual performance, skills, knowledge, tenure, experience, and responsibilities, and ●The recommendations of our CEO for our other named executive officers. |
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Executive Compensation
We manage salary changes to fall within our annual budget. We evaluate our operational and modify,financial performance against our annual strategic objectives and our annual operating plan. We evaluate our stock performance against our executive compensation peer group and the Russell 2000 Index. Our CEO recommendations are particularly helpful for the Talent and Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience and responsibilities.
Annual Cash Performance Bonus
Annual cash performance bonus opportunities serve as necessary,the second principal component of our executive compensation program and are designed to incentivize and reward performance. The Company’s Bonus Plan is the mechanism by which the Talent and Compensation Committee provides cash bonus opportunities as a strong incentive for our executive officers to achieve annual financial targets that support our strategic objectives and individual leadership goals that support non-financial objectives discussed below. Although certain details of achieving above-market growth inthe Bonus Plan may change from year to year, its principal elements remain consistent and with respect to our financial goals, include specific consolidated revenue and profitabilityconsolidated adjusted EBITDA financial goals tied to our annual operating plan. We refer to these financial metrics of the Bonus Plan as the Financial Component. The Talent and Compensation Committee sets threshold, “target” (i.e., 100% payout) and maximum amounts for bonuses and a weight for each metric that corresponds to the level of achievement required to trigger a threshold, target, or maximum bonus for the named executive officer under such metric. The threshold level for each metric typically starts at a minimum performance level (i.e., 90% of targeted consolidated adjusted EBITDA). The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for adjusted EBITDA and one-half percent increments for revenue) of performance between the threshold level and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. The leadership component of the bonuses, which we refer to as the Leadership Component in this CD&A, has been based on non-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives, including the Company’s diversity and ESG-related objectives and effective leadership in line with our core values.
In setting each named executive officer’s target bonus, the Talent and Compensation Committee evaluates benchmarking data for comparable positions generally and within our executive compensation peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities.
PRINCIPLES GOVERNING THE DESIGN OF CASH INCENTIVE BONUSES ●The metrics must be tied to key indicators of our success and our annual objectives, ●The performance goals must be reasonably achievable and viewed as fair, while at the same time encouraging stretch performance, ●The metrics must be simple to understand and can be achieved under the executive’s leadership, ●The portion of an individual’s target annual cash compensation attributable to target annual bonus should increase with successively higher levels of responsibility, and ●Payouts should reflect our performance as well as the performance of the executive, including performance relative to the Company’s diversity, equity, and inclusion objectives and furtherance of its culture of ethics. |
The Talent and Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan, provided that any such amendment that would adversely impair the rights of the grantee in respect of any PRSUs already granted shall not to that extent be effective without the consent of the grantee.
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Executive Compensation
Long-Term Incentives
Long-term incentives in the form of equity awards are the third principal component of our executive compensation program and serve to align the interests of our named executive officers with our shareholders. Under the Company’s 2017 Equity Plan, which we refer to in this CD&A as the Equity Plan, we grant equity awards with various vesting parameters, typically three years in length, to named executive officers and key employees to incentivize the achievement of our long-term strategic objectives. We also use the equity awards as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive component. In 2023, we utilized PRSUs that pay out based on (i) the Company’s total shareholder return over three years and (ii) adjusted EBITDA Performance PRSUs that vest and pay out at the end of three years that accrue value on a one year and then two-year performance period based on the Company’s achievement of a target at the end of the first year and then a certain year-over-year compounding adjusted EBITDA performance target in the remaining two years. We refer to these awards as our TSR PRSUs and Adjusted EBITDA Performance PRSUs, respectively.
PRINCIPLES GOVERNING THE DESIGN OF LONG-TERM INCENTIVES ●Performance periods should cover multiple years to create balance between short- and long-term objectives, ●Long-term incentives should function to (a) align executive and shareholder interests, (b) enhance focus on improvements in operating performance and the creation of shareholder value and (c) drive achievement of our long-term strategic objectives, ●Awards should support retention, ●Aggregate annual share usage should be carefully managed to avoid excessive levels of shareholder value transfer, and ●The aggregate cost of long-term incentives should be reasonable compared to members of our peer group, and the cost implications should be supported by our annual operating plan. |
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Executive Compensation
Our Compensation Determination Process
Roles and Responsibilities
RESPONSIBLE PARTY | PRIMARY ROLES AND RESPONSIBILITIES RELATING TO COMPENSATION DECISIONS | |||
Talent and Compensation Committee (Comprised solely of independent directors) | The primary responsibilities of the Talent and Compensation Committee include oversight of our executive compensation programs. Specifically, they include: ●Review the design of, and risks associated with, the Company’s compensation policies and practices, including our Equity Plan and Bonus Plan; ●Approve annual performance goals and objectives for our Chief Executive Officer; ●Determine the annual compensation of our Chief Executive Officer, including the performance metrics and goals for performance-based long-term and short-term incentive compensation; ●Conduct an annual evaluation of our Chief Executive Officer’s performance and review such evaluation with the independent members of the Board; ●Approve the annual compensation of our other named executive officers and executives that directly report to our Chief Executive Officer (we refer to this group of executives, including the Chief Executive Officer, as the CEO Committee), including performance metrics and goals for performance-based long-term and short-term incentive compensation; ●Hire the Company’s independent compensation consultant; and ●Approve the composition of our executive compensation peer group. | |||
Independent Members of the Board | ●Participate in and consider the Talent and Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance; and ●Consider the Committee’s actions regarding the compensation of our Chief Executive Officer and, if deemed appropriate or necessary, ratify such actions. | |||
Independent Compensation Consultant (Frederic W. Cook & Co., Inc.) | ● Provide the Talent and Compensation Committee with advice regarding the design of all elements of the Company’s executive compensation program; ●Review and provide an assessment of the material risks associated with the Equity Plan and Bonus Plan; ●Provide advice to the Talent and Compensation Committee regarding the composition of the compensation peer groups; ●Provide expert knowledge of marketplace trends and best practices relating to executive compensation and competitive pay levels; ●Provide advice and recommendations regarding the compensation of the Company’s named executive officers; and ●Regularly attend and actively participate in meetings of the Talent and Compensation Committee, including executive sessions. | |||
Chief Executive Officer | ●Recommend annual non-financial performance goals and objectives for the CEO Committee (other than herself); ●Conduct an annual performance evaluation for each member of the CEO Committee (other than herself) and discuss the results with the Committee; and ●Make recommendations to the Talent and Compensation Committee with respect to the compensation of the members of the CEO Committee (other than herself) based on the final assessment of their performance. |
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Executive Compensation
The Talent and Compensation Committee generally conducts its salary and bonus structure review for a particular year in the last quarter of the previous year or early in the subject year. At that time, the Talent and Compensation Committee evaluates compensation by, among other things, reviewing (1) beingpeer benchmarking information, (2) the market leaderindividual’s performance, duties, and innovatorexperience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself).
With respect to our Bonus Plan, the Talent and Compensation Committee determines the performance metrics for the award each year. In December, the Board approves our annual operating plan and financial targets for the upcoming year. Once our annual operating plan is approved, the Talent and Compensation Committee sets the range of financial performance targets for our named executive officers under the Bonus Plan in early January of each year. These financial targets set by the Talent and Compensation Committee correspond to our annual operating plan financial targets approved by the Board. The Talent and Compensation Committee also grants annual equity awards under our Equity Plan. In addition to annual grants, the Talent and Compensation Committee utilizes the Equity Plan to grant equity awards to key employees upon their initial employment, promotion, or as special retention awards. In the Talent and Compensation Committee’s discretion, it may authorize our CEO to grant equity awards to employees that do not serve on the CEO Committee within certain individual and aggregate thresholds that the Talent and Compensation Committee approves. The Talent and Compensation Committee regularly reviews any awards granted by our CEO.
Peer Group
On an annual basis, the Talent and Compensation Committee reviews potential peer companies to help assess the competitiveness of compensation and practices for our executives and approves an appropriate executive compensation peer group. Accordingly, to understand our position within the marketplace and make compensation decisions that will help attract and retain a strong management team, the Talent and Compensation Committee reviews (1) compensation information for companies comparable in size and industry, (2) our financial performance against our internal financial targets, our designated peer group, and the Russell 2000, and (3) internal compensation comparability among senior executives. The Talent and Compensation Committee believes an important factor to consider in ensuring that our compensation program remains competitive, is the proper identification and selection of the executive compensation peer group, as we may compete for executive talent with such peer companies. The Talent and Compensation Committee selects peers from the healthcare, workforce solutionscommercial and staffingprofessional services (2) growing our overall revenue mix from workforce solutionsindustries, and targets companies operating in the healthcare and employment services, healthcare technology and diversified support services sectors. Our 2023 executive compensation peer group, as determined by our Talent and Compensation Committee, was as follows:
Our 2023 Executive Compensation Peer Group
●Change Healthcare ●Insperity, Inc. ●ASGN Incorporated ●Amedisys, Inc. | ●Kelly Services ●Premier, Inc. ●Cross Country Healthcare, Inc. ●Korn Ferry | ●Robert Half International Inc. ●Encompass Health ●Option Care Health ●Teledoc Health | ●TriNet Group, Inc. ●Pediatrix Medical Group, Inc. ●R1 RCM, Inc. |
Each July the Talent and Compensation Committee evaluates our executive compensation peer group for the upcoming year primarily using industry, revenue and market capitalization of companies. When evaluating our 2023 executive compensation peer group, the Committee reviewed (1) our 2022 executive compensation peer group, (2) the peers that Institutional Shareholder Services lists for us that were not in our 2022 executive compensation peer group, (3) delivering a superior customer experience through operational excellencepeers that Glass Lewis lists for us that were not in our 2022 executive compensation peer group, (4) companies that were not in our 2022 executive compensation peer group that disclosed us in their proxy statement as part of their peer group, and agility.(5) companies within our GICS code that met Institutional Shareholder Services’ recommended revenue and market capitalization band criteria.
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Executive Compensation
Revenue and market capitalization data for our 2023 executive compensation peer group are as follows:
Percentile | Revenue(1) | Market Capitalization(2) | ||
25.0% | $1,341 | $2,718 | ||
50.0% | $3,510 | $3,667 | ||
75.0% | $4,801 | $5,326 | ||
AMN Healthcare | $4,096 | $2,912 | ||
AMN Healthcare Percentile Rank | 53% | 30% |
(1) | Trailing 12-month revenue as of September 30, 2023. |
(2) | Market capitalization as of January 15, 2024. |
Benchmarking
The primaryprincipal components of our executive compensation program—program – (1) base salary, (2) annual cash performance bonuses, and (3) long-term equity incentive awards—awards – reflect the implementation of our executive compensation philosophy. The Talent and Compensation Committee is provided withreceives benchmarking information offor each of these components at the 25th percentile, the median 75th and 90th75th percentile utilizing a blend of companies, including all members ofthose within our executive compensation peer group, that are similar to us in terms of business type, revenue, and market capitalization. The Talent and Compensation Committee considers benchmarking data
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement33
as a reference point rather than determinative.determinative data. Compensation for specific individuals may vary sometimes significantly, upward or downward from the median for individual named executive officers based on, among other things, individual performance, tenure, experience, scope of responsibilities, internal parity considerations, the recommendations of our CEO (for compensation other than her own) and succession planning considerations.
BASE SALARYOur 2023 Compensation Program and Results
Our named executive officers’ 2023 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives; (4) reimbursement for certain financial, estate planning and personal health and wellness expenses; and (5) certain other additional compensation, such as matching deferred compensation contributions. We utilize base salary as an essentialdiscuss each component of our executive2023 compensation program. We utilize base salary to attract and retain talented executives and to provide them with a fixed base of cash compensation. As set forth below, we analyze a variety of factors in addition to peer group comparative information in setting salariesprogram for our named executive officers.officers in more detail below.
CASH INCENTIVE PERFORMANCE BONUSBase Salary
The principles associated with our performance-based compensation reflect a balance of objectives. OurIn late 2022, the Talent and Compensation Committee reviewed annual cash incentive consists of (1) a financial performance component that we base solely on our annual operational resultssalary levels for the named executive officers and, after careful consideration, approved increases effective January 1, 2023 ranging from zero to five percent from the previous year, as measured against certain financial metrics (the “Financial Component”)reflected in the table below. In making its determinations, the Talent and (2) anon-financial component based on,Compensation Committee considered, among other things, (A)(1) the salaries for similarly situated executives within our executive compensation peer group and other companies of similar revenue size and market capitalization, (2) Company operational and financial performance, relative toand (3) individual performance.
When benchmarking Ms. Grace’s 2023 base salary, it was around the 75th percentile among other CEOs within our direct competitors2023 executive compensation peer group.
Named Executive Officer | 2022 Salary ($) | 2023 Salary ($) | Increase % | |||
Cary Grace | 1,060,000 | 1,060,000 | 0 | |||
Jeffrey R. Knudson | 600,000 | 630,000 | 5 | |||
Mark C. Hagan | 525,000 | 550,000 | 4.8 | |||
Whitney M. Laughlin(1) | — | 425,000 | — | |||
Denise L. Jackson(2) | 460,000 | 500,000 | 5 |
(1) | Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized base salary after her promotion. |
(2) | Ms. Jackson retired from the Company effective August 18, 2023. Amount reflects Ms. Jackson’s annualized base salary. |
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Executive Compensation
Senior Management Incentive Bonus Plan
Target Bonus Levels
In December 2022, the Talent and (B) individual leadership contributions (the “Compensation Committee reviewed and set the 2023 target bonus levels for our named executive officers, which we express as a percentage of annual base salary.
The table below shows 2023 target bonus information for each named executive officer both in dollar amount and as a percentage of salary together with, for comparative purposes, the same figures for 2022.
Named Executive Officer | 2022 Bonus Target (% of Salary) | 2023 Bonus Target (% of Salary) | 2022 Bonus Target ($) | 2023 Bonus Target ($) | ||||
Cary Grace | 125 | 125 | 1,325,000 | 1,325,000 | ||||
Jeffrey R. Knudson | 90 | 100 | 540,000 | 630,000 | ||||
Mark C. Hagan | 90 | 90 | 472,500 | 495,000 | ||||
Whitney M. Laughlin(1) | — | 65 | — | 276,250 | ||||
Denise L. Jackson(2) | 90 | 90 | 414,000 | 450,000 |
(1) | Ms. Laughlin became Chief Legal Officer effective August 19, 2023. Amount reflects Ms. Laughlin’s annualized bonus target after her promotion. |
(2) | Ms. Jackson retired from the Company effective August 18, 2023. |
The dollar amount of Ms. Grace’s 2023 cash bonus target amount was at the 50th percentile among CEOs within our 2023 executive compensation peer group based on the most recent proxy statements filed by our executive compensation peer group, which the Talent and Compensation Committee believed was appropriate.
RP/Leadership ComponentStructure of our Senior Management Incentive Bonus Plan”). We focus
In 2023, and consistent with previous years, the Financial Component on the achievement of financial targets set out in our annual operating plan that we set with the goal of achieving what we believe constitutes above market performance in the healthcare workforce solutions industry. Because we base our annual operating plan on goals related to the executioncomprised 70% of our operationalnamed executive officers’ total target bonuses and business strategies, the annual cash incentive plan supportsLeadership Component comprised the remaining 30%.
For 2023, consistent with prior years’ practice, the Talent and Compensation Committee tied the Financial Component of the Bonus Plan to the achievement of our strategic goals. The RP/Leadership Component2023 annual operating plan revenue and Pre-Bonus Adjusted EBITDA targets. We use Pre-Bonus Adjusted EBITDA, which we refer to as Pre-Bonus AEBITDA(1), solely to determine bonuses. Pre-Bonus AEBITDA excludes from Adjusted EBITDA the payment of bonuses, the impact of acquisitions that were not included in the Company’s operating plan, and certain increases to the Company’s legal expense accruals not contemplated by its 2023 annual operating plan. For information on the calculation of Pre-Bonus AEBITDA, and a reconciliation of our annual cash incentive focuses on incentivizing both superior performance over our direct competitors as measured against certain financial metrics, achievement of a significant strategic2023 net income to adjusted EBITDA and operational goals and effective leadership in line with our core values and executive leadership competencies. The Compensation Committee also considers relative and total shareholder return in determining our CEO’s award underPre-Bonus AEBITDA, please see Exhibit A to this proxy statement (page 115).
In 2023, the RP/Leadership Component.
LONG-TERM EQUITY INCENTIVES
We believe our long-term incentives should consist primarily of equity. We provide such incentives through our Equity Plan, which our shareholders last approved in April 2017. The principles guiding the design of our long-term incentive plans include utilizing long-term incentives to (1) align executive and shareholder interests, (2) enhance focus on improvements in operating performance and the creation of shareholder value, (3) drive achievement of our long-term strategic objectives, (4) support long-term retention of key contributors and (5) retain and motivate potential CEO successors. We also believe that the aggregate cost of long-term incentives should be reasonable in comparison to our peer group, should avoid excessive levels of shareholder value transfer in relation to our peer group and should be reasonable in cost in light of our annual and long-term operating plans. With the foregoing principles in mind, our long-term incentive plan utilizes three primary vehicles for all named executive officers as follows:
✓PRSUs Based on Total Shareholder Return. We utilize TSR PRSUs, the ultimate realizable value of which depends on performance against two measures: (1) a relative basis against a broader market (companies in the Russell 2000 Index at the beginningweighting of the performance period)metrics reflected below were consistent for each of our named executive officers:
Consolidated Revenue | Pre-Bonus AEBITDA | Leadership Component |
30% | 40% | 30% |
(1) | Under no circumstances should Pre-Bonus adjusted EBITDA be used to substitute for any other financial metric and is used by us solely to determine bonus amounts. |
Rationale for 2023 Senior Management Incentive Bonus Plan Performance Objectives
In 2023, the Talent and (2) an absolute total shareholder return basis. BecauseCompensation Committee continued to utilize the Financial and Leadership Components as the annual performance metrics under the Bonus Plan for a variety of reasons, which are described in more detail below.
● | Financial Component |
– | Consolidated Revenue (30%): The Talent and Compensation Committee believes revenue is a reliable measurement to evaluate the success of our growth strategy and operational performance. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance. |
– | Pre-Bonus AEBITDA (40%): The Talent and Compensation Committee chose Pre-Bonus AEBITDA because adjusted EBITDA is widely accepted among management, the Board, shareholders, and financial analysts as a measurement of our profitability and performance. Revenue and adjusted EBITDA are routinely areas of focus during our earnings calls and meetings with investors. Furthermore, the Talent and Compensation Committee believes Pre-Bonus AEBITDA remains an objective measure of management’s performance because it excludes items over which management has less control, such as amortization, interest expense and taxes. |
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Executive Compensation
– | The actual consolidated revenue and consolidated Pre-Bonus AEBITDA targets that the Talent and Compensation Committee established as the basis for paying “target” pay outs under the 2023 Financial Component for each named executive officer represented performance that the Talent and Compensation Committee believed was at or above anticipated performance of those in our market sector. The threshold for a named executive officer to receive a bonus under the Financial Component required achievement of 90% of our 2023 annual operating plan target for each of Pre-Bonus AEBITDA and consolidated revenue. Receipt of the target bonus amount for each of the consolidated revenue and Pre-Bonus AEBITDA metrics required the Company to meet 100% of our 2023 annual operating plan for that metric. |
● | Leadership Component (30%): The Talent and Compensation Committee uses the Leadership Component to focus on the executive’s contribution to achieving our strategic goals that will fuel our financial success and create long-term value. While the specific measures may differ slightly for each named executive officer, we generally measure the Leadership Component based upon our named executive officers’ leadership, personal performance, execution on our strategic and operational initiatives and achievement of ESG-related objectives. |
2023 Payouts Under Senior Management Incentive Bonus Plan
Financial Component
We have included a table below ($ in thousands) that summarizes how we performed against the target financial performance metrics that we utilized when determining the Financial Component portion of our TSR PRSU awards measure relative total shareholder returnnamed executive officers’ bonuses for 2023.
Metric | 2023 Target | 2023 Results | $ Variance From 2023 Target | % Variance From 2023 Target | ||||
Consolidated Revenue | 4,381,600 | 3,789,254 | (592,346) | (13.5) | ||||
Pre-Bonus AEBITDA | 719,600 | 583,166 | (136,434) | (19) |
Leadership Component
With respect to the Leadership Component, the Talent and absolute total shareholder return over a three-year period, we believe this type of award encourages longer-term strategic focus on the creation of shareholder value beyond execution of annual financial targets.
✓PRSUs Based on Annual AEBITDA Margin. Beginning in 2013, we created our AEBITDA PRSU to further incentivizeCompensation Committee believes our named executive officers demonstrated strong leadership in 2023, helping us to achieve certain AEBITDA margin goalsreinforce our position as the preferred partner to support our strategic objectives.
✓Time-Vested RSUs. A common equity vehicle we utilize as parthelp healthcare organizations optimize their workforce strategy. The Talent and Compensation Committee’s evaluation included an analysis of our long-term incentive program to motivate our named executive officers are time-vested RSUs, full-value awardsofficers’ performance against targets, which included milestones aligned with advancing AMN Healthcare’s technology and innovation strategy. Specific achievements of the ultimate value based onCompany under the price of our Common Stock. In addition to the interestsleadership of our named executive officers in 2023 include:
● | Making it easier for clients to access our full set of solutions through our better integrated sales and service organization, including progress on our branding initiative that aims to drive greater recognition of the breadth and depth of our presence in the marketplace; |
● | Reestablishing more proactive relationships with clients after three years of crisis management; |
● | Streamlining and reorganizing our operating structure to achieve greater focus and cost savings; |
● | Expanding our physician and leadership solutions operating segment and increasing our candidate supply of hard-to-fill specialties through our acquisition of MSDR; |
● | Establishing an accelerated cadence of rolling out enhancements and innovations in our technology platforms; and |
● | Making measurable progress in advancing our other ESG-related initiatives. |
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Executive Compensation
Payouts
The Company’s 2023 financial performance did not meet the thresholds for consolidated revenue or pre-bonus Adjusted EBITDA targets. As a result, none of the Company’s named executive officers received a bonus under the Bonus Plan for the financial components of the incentive program for the 2023 performance period.
The 2023 annual operating plan did not reflect the potential financial impact of any acquisitions. As such, the Talent and Compensation Committee did not include the financial impact of the Company acquisition of MSDR when determining the Company’s 2023 bonus plan revenue and adjusted EBITDA. Excluding the impact of such acquisitions, the Company’s 2023 revenue and Pre-Bonus AEBITDA results were less than its 2023 annual operating plan and the revenue and Pre-Bonus AEBITDA Bonus Plan targets approved by the Committee in January 2023 by 13.5% and 19%, respectively.
The Company and its Talent and Compensation Committee believe that the Bonus Plan is working as intended. The illustrations below demonstrate the Company’s reported performance compared to annual operating plan target for each of the elements of the Financial Component together with shareholders, we also believe these typean illustration of awards operatethe Company’s 2023 bonus payout compared to the Financial Component targets.
The tables below set forth metrics and summary calculations for bonus amounts for Ms. Grace, Mr. Knudson Mr. Hagan and Ms. Laughlin under the Leadership Component together with the results of the Financial Component, which made up 70% of the total target bonus amount. Ms. Laughlin was appointed as a necessary and effective retention tool, which is consistent with our compensation principles and a common practice among our peers.
34 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Our Compensation Program Oversight
RESPONSIBILITIES OF THE
COMPENSATION COMMITTEE
The primary responsibilitiesnamed executive officer in August of 2023 after the approval of the Bonus Plan, but had a target bonus of 65% of her base salary. Ms. Jackson left the Company prior to December 31, 2023, so she did not earn an annual cash incentive bonus.
Financial Metric (70% Weighting) | Financial Metric Weighting | Threshold | Target | Maximum | Results | Payout | ||||||
Revenue | 30% | $3,965,300 (90.5%) | $4,381,600 (100%) | $4,819,700 (110%) | $3,789,254 | 0% | ||||||
Pre-Bonus Adjusted EBITDA | 40% | $647,600 (90%) | $719,000 (100%) | $863,500 (120%) | $583,166 | 0% |
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Executive Compensation
Named Executive Officer | Target Bonus as a Percentage of Base Salary | Weighted Financial Payout as % of Target (70% Weighting) | Leadership | Weighted Payout % | Total Bonus Payout | |||||
Cary Grace | 125% | 0% | 150% | 45% | $596,250 | |||||
Jeff Knudson | 90% | 0% | 150% | 45% | $283,500 | |||||
Mark Hagan | 90% | 0% | 150% | 45% | $222,800 | |||||
Whitney Laughlin | 65% | 0% | 175% | 52.5% | $105,700 |
2022 Performance and Retention Plan
In May 2022, we established the 2022 Performance and Retention Plan for our named executive officers (other than Ms. Grace and Ms. Laughlin) and other key executives based on heightened adjusted EBITDA goals, in recognition of the competitive labor environment and to promote stability and continued growth during our CEO transition. The awards were designed to pay out at a range of 0% to 100%, subject to the Company’s pre-bonus adjusted EBITDA performance exceeding target by 121% to 140% and the executive remaining employed by the Company on May 1, 2023. As a result of the Company’s exceptional performance in 2022, the 2022 Performance and Retention Plan resulted in the maximum payout on May 1, 2023 of $540,000 to Mr. Knudson, $472,500 to Mr. Hagan and $414,000 to Ms. Jackson. Neither Ms. Grace nor Ms. Laughlin received a 2022 Performance and Retention Bonus, as the bonus was established before Ms. Grace joined the Company and before Ms. Laughlin became the company’s Chief Legal Officer.
Long-Term Incentive Compensation
2023 Long-Term Incentive Equity Awards
In 2023, the Talent and Compensation Committee include oversightgranted equity awards to each named executive officer and the Committee believes these awards serve as a key component of their total compensation package. Consistent with prior years, we used a mix of time-based restricted stock units, which we refer to as RSUs in this CD&A, and PRSUs. All equity awards that we granted to our named executive officers (1) provide for “double trigger” vesting mechanics in the event of a change in control of the Company, and (2) allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment after satisfying certain age (55) and service time (15 years) requirements, which our equity agreements refer to as “retirement.” Ms. Jackson satisfies the requirements for retirement eligibility under her respective 2023 equity awards.
On May 5, 2022, in light of Ms. Susan Salka’s announced retirement, we amended Mr. Knudson’s restricted stock unit agreements for his outstanding awards granted in 2021 and 2022 to provide for accelerated vesting if he is terminated from the Company without Cause or termination of his service for Good Reason at a time when he could not have been terminated for Cause.
The RSUs that Ms. Grace received when she joined the Company on November 28, 2022 vest ratably on each of the first three anniversaries of the grant date. In the event of a termination of Ms. Grace’s service by the Company without Cause or by Ms. Grace for Good Reason, (a) her equity grants that she received when she joined the Company on November 28, 2022 (i) in the form of restricted stock units valued at $2 million (the “Buy-Out Award”) will vest in full, (ii) in the form of RSUs valued at $1 million (the “Sign-On Award”) will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date, (b) her 2023 equity awards in the form of RSUs will vest on a pro-rata basis based on the number of full calendar months elapsed between the grant date and the termination date and (c) her 2023 equity award in the form of PRSUs will be eligible to vest on a pro-rata basis based on the number of full calendar months elapsed between the beginning of the applicable performance period and the termination date, subject to actual performance as measured at the end of the applicable performance period. “Cause” and “Good Reason” as used in the section are defined below in Termination of Employment and Change in Control Arrangements.
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Executive Compensation
Aggregate Grant Date Fair Value
The chart below reflects the aggregate grant date fair value of each equity award type that we granted to each named executive officer in 2023.
Named Executive Officer | AGD Fair Value of 2023 TSR PRSU Award(s) ($) | AGD Fair Value of 2023 Adjusted EBITDA Performance PRSU Award ($) | AGD Fair Value of 2023 RSU Award(s) ($) | Total AGD Fair Value of 2023 Awards ($) | ||||
Cary Grace | 1,692,330 | 1,539,932 | 1,539,932 | 4,772,195 | ||||
Jeffrey R. Knudson | 653,816 | 594,910 | 1,094,850 | 2,343,576 | ||||
Mark C. Hagan | 480,708 | 437,458 | 437,458 | 1,355,624 | ||||
Whitney M. Laughlin | 67,645 | 61,589 | 186,573 | 315,807 | ||||
Denise L. Jackson | 423,049 | 384,905 | 384,905 | 1,192,860 |
Each of our named executive compensation programs. Specifically, this includes:officers received PRSU grants in January 2023. The PRSUs represented approximately 68% of the AGD Fair Value of the total equity grant value for Ms. Grace, Mr. Hagan and Ms. Jackson.
determiningIn addition to the compensation593 RSUs we granted to Ms. Laughlin in January 2023, she also received an additional equity award of our CEO and,1,463 RSUs in partnershipSeptember 2023 in connection with our CEO, establishingher appointment to Chief Legal Officer following Ms. Jackson’s retirement. Due to the compensationtiming of allher appointment, Ms. Laughlin did not receive the same equity mix as our other named executive officers, including salary, cash incentivesso PRSUs represented 41% of the AGD Fair Value of the total equity grant value for Ms. Laughlin in 2023.
In response to his expanded responsibilities and significant contributions to the Company in 2023, in addition to the 5,728 RSUs we granted to Mr. Knudson in January 2023, he also received an additional equity awards,
designingaward of 6,766 RSUs in October 2023. Due to this additional award, Mr. Knudson did not receive the same equity mix as our incentive compensation programs and administering our Equity Plan and Bonus Plan,
establishing the financial metrics and performance targets under our incentive compensation programs, and
as set forth more fully above (see page 19 above), analyzing the risk associated with our compensation practices.
The Compensation Committee reviews all components of compensation of theother named executive officers, so PRSUs represented 53% of the AGD Fair Value of the total equity grant value for Mr. Knudson in 2023.
Ms. Grace received equity grants of 8,164 and 16,329 RSUs in connection with her appointment as President and Chief Executive Officer on November 28, 2022, the Sign-On Award and Buy-Out Award, respectively. The Talent and Compensation Committee did not grant Ms. Grace PRSUs at that time, because it thought it would be more appropriate to wait until it approved equity awards for the other seniornamed executive officers that directly report toin 2023.
To provide further clarity on our CEO on an annual basis and will consider changes at other times if aequity compensation practices, the chart below reflects the change in the scopeAGD Fair Value of all 2023 equity awards granted to our named executive officers against the AGD Fair Value of all 2022 equity awards.
Named Executive Officer | AGD Fair Value of 2022 Equity Awards ($) | AGD Fair Value of 2023 Equity Awards ($) | Variance ($) | % Increase (Decrease) | ||||
Cary Grace | 2,999,903 | 4,772,195 | 1,772,291 | 59 | ||||
Jeffrey R. Knudson | 1,515,805 | 2,343,576 | 827,771 | 55 | ||||
Mark C. Hagan | 1,263,328 | 1,355,624 | 92,296 | 7 | ||||
Whitney M. Laughlin(1) | — | 315,807 | — | — | ||||
Denise L. Jackson | 1,111,639 | 1,192,860 | 81,220 | 7 | ||||
Total | 11,337,812 | 4,772,194 |
(1) | Ms. Laughlin became Chief Legal Officer effective August 19, 2023. |
TSR PRSUs
TSR PRSUs represented 35% of the total 2023 equity grant value that we awarded to Ms. Grace, Mr. Hagan and Ms. Jackson, and 28% and 21% of the total 2023 equity granted value that we awarded to Mr. Knudson and Ms. Laughlin, respectively, based on the AGD Fair Value. Each of our executive officers received a TSR PRSU grant in January each year that will be earned at the end of an officer’s responsibilities justifies such consideration. In so doing,approximately three-year performance period based on our stock performance against two measures:
1. | a relative basis, which we refer to as Relative TSR, against a broader market (companies in the Russell 2000 Index at the beginning of the performance period) and |
2. | an absolute total shareholder return basis, which we refer to as Absolute TSR. |
2024 Proxy Statement | AMN Healthcare | 79 |
Executive Compensation Committee uses the services of an independent compensation consultant, Frederic W. Cook & Co., and considers the analysis and advice of its compensation consultant in discharging its responsibilities. Representatives of Frederic W. Cook & Co. attend Compensation Committee meetings and have direct access
We refer to the Compensation Committee members without management involvement.determination of our Relative TSR and Absolute TSR collectively as the TSR Measurement. The Compensation Committee hasnumber of PRSUs earned if the sole authority to hire and terminateCompany’s Relative TSR exceeds the 50th percentile but its compensation consultant.Absolute TSR is negative is capped at the target number of PRSUs granted.
The Compensation Committee generally conducts its salary and bonus structure review for a particular year intable below discloses the last quarterpercentage of the previous year or early inJanuary 2023 target PRSUs that may be earned depending on the subject year. At that time, the Compensation Committee evaluates compensation by, among other things, reviewing (1) peer benchmarking information relating to financial performance and compensation levels, (2) the individual’s performance, duties and experience, (3) analysis and advice from its compensation consultant, (4) our financial and operational performance, and (5) the recommendations of our CEO (who does not provide a recommendation for herself). With respect to our Bonus Plan, which our shareholders last approved in April 2017, the Compensation Committee, as the administrator, designates which participants are eligible
for an award, the performance criteria for the award and the maximum award each year. Prior to or at the beginning of each fiscal year, the Board sets financial targets for our performance. Thereafter, the Compensation Committee sets the range of financial performance and corresponding targets for the named executive officers’ cash incentive compensation under the Bonus Plan.
The Compensation Committee may also grant annual equity awards under our Equity Plan. In addition to annual grants, the Compensation Committee has granted equity awards to key employees upon their initial employment, promotion or as special retention awards. To further serve this purpose, the Board adopted our 2014 Employment Inducement Plan under which we may issue up to 200,000 shares of our Common Stock to certain prospective employees. In the Compensation Committee’s discretion, it may authorize our CEO to grant equity awards tonon-officer employees within certain individual and aggregate thresholds with the effective date of each such grant generally being the effective dateactual results of the grantee’s promotion or commencement of employment. The Compensation Committee reviews any awards granted by our CEO. The Compensation Committee does not have any policy or practice to time the grant of equity awards in conjunction with the release of materialnon-public information.
OUR 2017 PEER GROUP
The duties of the Compensation Committee require specific knowledge regarding the executive compensation market. Accordingly, to understand our position within the marketplace for management talent and to assist the Compensation Committee in making compensation decisions that will help attract and retain a strong management team, the Compensation Committee reviews (1) compensation information for companies comparable in size and industry, (2) our financial performance against our internal financial targets, our designated peer group and the Russell 2000, and (3) internal compensation comparability among senior executives.
Because the Compensation Committee compares our performance against that of our peer group as part of its oversight responsibilities, it must determine our peer group. Indeed, the Compensation Committee believes that one of the most important factors it must consider in ensuring that our compensation program remains competitive, is the proper identification and selection of our peers, as we often compete for executive talent with
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement35
such peers. Accordingly, the Compensation Committee evaluates and modifies, as appropriate, the members of our peer group annually. We select peers from the healthcare, commercial and professional services industries, and target those companies operating in the
recruitment, staffing and management services sectors. Like us, many of our peers are in both the S&P SmallCap 600 Index and the S&P Composite 1500 Index. Our 2017 peer group as determined by our Compensation Committee was as follows:
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Our 2017 peer group ranged from approximately$540 million to $3.38 billion in revenues based on each peer’s most recently reported four fiscal quarters and from approximately $470 million to$4.95 billion in market capitalization. For purposes of comparison, our consolidated revenue for our most recently reported last four fiscal quarters equaled $1.97 billion and our market capitalizationCompany’s TSR Measurement as of December 31, 2017 equaled approximately $2.38 billion, placing us fifth in our 2017 peer group for both metrics.2025.(1)
Relative TSR Percentile Rank | % of 2023 TSR PRSUs Earned if Absolute TSR is Negative(2) | % of 2023 TSR PRSUs that are Earned if Absolute TSR is Positive | ||
<25.0% | 0 | 0 | ||
25.0% | 25.00 | 25.00 | ||
37.5% | 62.50 | 62.50 | ||
50.0% | 100.00 | 100.00 | ||
62.5% | 100.00 | 137.50 | ||
75.0% | 100.00 | 175.00 |
(1) | As set forth in the Grants of Plan-Based Awards Table, the target number of TSR PRSUs that we granted in January 2023 for each named executive officer is as follows: (i) for Ms. Grace, 12,709; (ii) for Mr. Knudson, 4,910; (iii) for Mr. Hagan, 3,610; (iv) for Ms. Laughlin, 508; and (v) for Ms. Jackson, 3,177. |
(2) | For each one percentile above the 25th percentile, an additional 3% of the TSR PRSUs will be earned if Absolute TSR is positive, and the maximum payout cannot exceed 175%. If Absolute TSR is negative, for each one percentile above the 25th percentile, an additional 1.5% of the TSR PRSUs will be earned up to the 50th percentile with the maximum payout of 100%. |
Adjusted EBITDA Performance PRSUs
As it does annually, in July 2017,In 2023, the Talent and Compensation Committee evaluateddetermined it best to dedicate a significant portion of the PRSUs to focus our peer groupnamed executive officers on achieving an adjusted EBITDA performance target of $710 million in 2023 with compound year-over-year adjusted EBITDA performance rate target of 5% for 2018 using, among other metrics, annual revenuethe two-year period of 2024 and market capitalization.2025(1) by issuing Adjusted EBITDA Performance PRSUs. For these awards, the number of shares that could ultimately be earned ranges from 0% to 200% of the target number of PRSUs depending on actual adjusted EBITDA performance in 2023 and compound year-over-year adjusted EBITDA performance in the two-year period of 2024 and 2025.
(1) | As set forth in the Grants of Plan-Based Awards Table, the target number of adjusted EBITDA PRSUs that we granted in 2023 for each named executive officer is as follows: (i) for Ms. Grace, 14,827; (ii) for Mr. Knudson, 5,728; (iii) for Mr. Hagan, 4,212; (iv) for Ms. Laughlin, 593; and (v) for Ms. Jackson, 3,706. |
Time-Vested RSUs
During its evaluation,RSUs that we granted in 2023 vest ratably on each of the first three anniversaries of the grant date.
Results of our 2021 Performance Restricted Stock Unit Awards
In early 2024, the Talent and Compensation Committee removed two companies from our 2017 peer group, noting that Team Health Holdings, Inc. was no longer a publicly traded company and that Tivity Health, Inc.‘s revenues and market capitalization was no longer
competitive as it had fallen belowperformed the 25th percentile of our 2017 peer group.
In determining appropriate replacementsTSR Measurement for the two companies,2021 TSR PRSU awards for the Compensation Committee reviewed (1) our 2017 peer group, (2) peers utilized by Institutional Shareholder Services (“ISS”) that were not in our 2017 peer group, (3) companies that were not in our 2017 peer group that disclosed us in their proxy statement as part of their peer group and (4) companies within our GICS code that met ISS’s revenue band criteria. Based on its evaluation, the Compensation Committee made the following changes to our peer group effective for 2018:period January 1, 2021 through December 31, 2023.
2021 TSR PRSUs:
RELATIVE TSR PERCENTILE RANK VS. RUSSELL 2000
55th | ABSOLUTE TSR %
| |||||
9% |
115% | |||||
AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Named Executive Officer |
|
36 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Number of 2021 TSR PRSUs Earned | ||||||||
Cary Grace(1) | — | |||||||
Jeffrey R. Knudson(1) | — | |||||||
Mark C. Hagan | 4,057 | |||||||
Whitney M. Laughlin | 386 | |||||||
Denise L. Jackson |
Components of Our Compensation Program
In line with our core value of continuous improvement, we (1) listen to our shareholders, (2) review the latest trends in executive compensation practices, (3) evaluate whether certain pay practices are viewed with disfavor by shareholders or proxy advisory services and (4) review our pay practices to ensure that we have designed and implemented compensation programs that we believe will create value for our shareholders with a balance of short- and long-term incentives. The principal components of our executive compensation program include:
(1) |
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BASE SALARYAugust 2021 TSR PRSUs
Base salary serves asIn August 2021, the first component of our executive compensation program. In setting base salaries, theTalent and Compensation Committee considersresponded to the challenging talent environment and exceptional Company performance by approving special performance equity awards for Mr. Hagan and Ms. Jackson. In August 2023, the Talent and Compensation Committee performed the TSR Measurement for the August 2021 TSR PRSU awards for the period August 15, 2022 through August 15, 2023. Relative TSR measured at the 75th percentile and Absolute TSR was positive. As a result, the number of factors, including:
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We manage salary changes to fall within our annual budget. We evaluate our operational and financial performance in light of our annual internal objectives and our annual operating plan, the healthcare staffing industry performance and peer benchmarking data. We evaluate our stock performance against our peer group and the Russell 2000 Index. Our CEO bases her recommendations on the same factors the Compensation Committee considers, and her recommendations are particularly helpful for the Compensation Committee to evaluate the other executive officers’ performance, knowledge, skills, experience and responsibilities.
CASH INCENTIVE PERFORMANCE BONUS
Annual cash performance bonus opportunities serve as the second component of our executive compensation program. The Bonus Plan is the mechanism by which the Compensation Committee provides such opportunities. We intend our Bonus Plan to provide a strong incentive for our officers to achieve annual financial objectives that support our strategic objectives. Although certain detailsPRSUs earned was 175% of the annual bonus incentive may change from year to year based upontarget number of PRSUs minus the Compensation Committee’s focus, a few key components comprise its general structure, including specific financial goals based on our annual operating plan. The metrics typically include such financial measures as consolidated revenue and consolidated AEBITDA. The Compensation Committee sets threshold, “target” (i.e., 100%) and maximum amounts for bonuses and a weight for each metricnumber of PRSUs that corresponds to the level of achievement we require to trigger a threshold, target or maximum bonusvested for the named executive officer under such metric. Thethe award on August 16, 2022.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement37
Named Executive Officer | Number of 2021 TSR PRSUs Earned | |||||||
11,375 | ||||||||
Denise L. Jackson | 11,375 |
Additional Compensation Practices
threshold level for each metric typically starts at a minimum performance level, e.g., 90% of the targeted consolidated AEBITDA. The maximum bonus typically requires a performance level of 110% to 120% of the target amount for each metric. We have typically used incremental hurdles (usually 1% increments for AEBITDA andone-half percent increments for revenue) of performance between the threshold levelOther Compensation Elements
Retirement Benefits and the maximum level that increase the amount of bonus that can be earned on a straight-line basis depending on the hurdle ultimately achieved. A portion of the bonuses has been based onnon-financial factors, such as performance relative to direct competition, leadership, achievement of strategic objectives and TSR.Health Plans
In setting each named executive officer’s target bonus, the Compensation Committee evaluates benchmarking data for comparable positions generally and within our peer group, the recommendations of our CEO (except with respect to her target bonus), individual performance, knowledge, experience and responsibilities, and the amount of the potential bonus under various performance scenarios. As with base salary, the Compensation Committee considers these factors in the context of each individual’s total cash compensation as well as the total compensation package (i.e., equity and cash) generally.
As set forth in our Executive Compensation Philosophy, the principles governing the annual design include the following:
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The Compensation Committee may amend the Bonus Plan at any time and may also amend any outstanding award granted under the Bonus Plan, provided it may not amend the Bonus Plan without the approval of our shareholders if the amendment would affect the tax deduction of payments made under it.
LONG-TERM INCENTIVES
Long-term incentives in the form of equity awards serve as the third component of our executive compensation program. Under our Equity Plan, we grant equity awards, with various vesting parameters, typically three years in length, to named executive officers and key employees as an incentive to have a long-term perspective in supporting and developing our strategic objectives. We also use them as an employee retention tool. We utilize PRSUs as part of our long-term incentive structure to strengthen the performance-based component of the long-term incentive program. In 2017, we utilized TSR PRSUs and AEBITDA PRSUs for performance-based equity for all of our named executive officers.
In general, we believe long-term equity incentive opportunities should be targeted to approximately the market median so that when combined with base salary and target annual bonus, total compensation falls around the median of market levels.
The following principles govern the design of our long-term incentives:
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RETIREMENT AND HEALTH PLANS
Retirement plans and other customary employee benefits serve as the fourth component of our executive compensation program. We adopted our 2005 Amended and Restated Executive Nonqualified Excess Plan, (the “which we refer to as the Deferred Compensation Plan,”) primarily as a resultbased on our review of apeer market review that indicateddata indicating that a deferred compensation plan was a significant component of
38 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
executive compensation. We exclude ourOur named executive officers from participatingare not eligible to participate in our 401(k) plan,if they exceed the compensation threshold set by the Internal Revenue Service, which is primarily designed to assist us in satisfying discrimination testing performed on our 401(k) plan. The Deferred Compensation Plan serves as the only retirement plan for our management, including our named executive officers. The Deferred Compensation Plan is not intended to be tax qualified. We describe the Deferred Compensation Plan more fully in the section entitled “Nonqualified Deferred Compensation” below.
In addition, all equity awards allow for continued vesting of outstanding equity awards if a grantee terminates his or her employment (other than for cause or due to a change in control) after satisfying certain age and service time requirements, which our equity agreements refer to as “retirement eligible.”
We also offer healthcare insurance and other employee benefit programsbenefits to our named executive officers, which are generally the same as those programs provided to all eligible employees. We offer these plans to support our objective of attracting and retaining strong talent.
LIMITED PERQUISITESPerquisites
ConsistentIn addition to the benefits described above, the Company reimburses each named executive officer up to $25,000 in connection with annual expenses incurred in connection with financial, estate planning and personal health and wellness services. The Talent and Compensation Committee approved this limited perquisite to attract and retain talent and provide market competitive compensation. In connection with Ms. Grace’s appointment as President and Chief Executive Officer and her agreement to relocate to our headquarters in Dallas, Texas, we agreed to pay her relocation expenses, including moving and auto transportation fees, consistent with our executive compensationCompany policy for executives, in addition to temporary living expenses along with tax reimbursements in connection with relocation expenses. The Talent and Compensation Committee believes that its approval of these perquisites remains consistent with the Company’s philosophy and our commitment to align pay with performance, we have generally refrained from providing perquisites to our named executive officers. However, in September 2017 our CEO relocated to Dallas, Texas to provide increased executive leadership to our more than 600 employeesperformance.
2024 Proxy Statement | AMN Healthcare | 81 |
located in our Dallas office. In connection with her relocation and to better support our Dallas office’s strategic objectives, the Company agreed to pay Ms. Salka a monthly housing allowance, which the Compensation Committee will review and evaluate on an annual basis. In 2017, the Company paid $32,000 in housing allowances to our CEO.Table of Contents
EMPLOYMENT AND SEVERANCE AGREEMENTSExecutive Compensation
Severance Arrangements
Severance arrangements serve as the fifth component of our executive compensation program. We are party to an employmenta severance agreement with our CEO, which contains severance provisions, and have entered into severance agreements with each of our othercurrent named executive officers. We entered into these agreements in support of our objectives regarding attraction and retention of strong management. In determining the appropriate severance levels, we considered survey data, advice from our compensation consultant and the Talent and Compensation Committee’s experience. We describe the terms of these agreements more fully in the section entitled “Termination of Employment and Change in Control Arrangements” below.
Our 2017 Compensation Program and Results
Our named executive officers’ 2017 direct compensation consisted of: (1) a base salary; (2) cash incentive bonus based on performance; (3) long-term equity incentives and (4) all other compensation, typically ranges from 1%—5% of our CEO’s total compensation. We discuss each component of our 2017 compensation program for our named executive officers in more detail below.
BASE SALARY
In late 2016, the Compensation Committee reviewed annual base salary levels for the named executive officers, and after careful consideration, approved increases effective January 1, 2017 ranging from three to six percent from the previous year, as set forth in the table immediately to the right. In December 2017, the Compensation Committee considered base salaries of our named executive officers for 2018. In making determinations, the Compensation Committee considers, among other things, peer group benchmarking, individual and company performance.
When benchmarking Ms. Salka’s 2017 base salary, it was below the median among other CEOs among our peers.
Named Executive Officer
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2016 Salary ($)
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2017 Salary ($)
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Increase %
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Susan R. Salka
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| 790,000
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| 837,400
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| 6
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Brian M. Scott
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| 450,000
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| 465,000
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| 3
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Ralph H. Henderson
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| 450,000
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| 465,000
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| 3
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Denise L. Jackson
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| 375,000
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| 390,000
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| 4
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement39
BONUS PLAN
Target Bonus. In January 2017, the Compensation Committee reviewed the target bonus level for each named executive officer, which we express as a percentage of annual base salary. After careful consideration of peer group data and other benchmarking information, the Compensation Committee decided to maintain the existing bonus percentage target for Mr. Scott and Ms. Jackson while increasing the target percentage for Ms. Salka and Mr. Henderson.
The table below shows 2017 target bonus information for each named executive officer both in dollar amount and a percentage of salary together with, for comparative purposes, the same figures for 2016.
Named Executive Officer
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2016 Bonus Target (% of Salary)
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2017 Bonus Target (% of Salary)
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2016 Bonus Target ($)
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2017 Bonus Target ($)
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Susan R. Salka
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| 100
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| 110
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| 790,000
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| 921,140
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Brian M. Scott
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| 85
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| 85
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| 382,500
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| 395,250
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Ralph S. Henderson
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| 75
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| 85
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| 337,500
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| 395,250
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Denise L. Jackson
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| 60
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| 60
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| 225,000
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| 234,000
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We believe that Ms. Salka’s 2017 dollar bonus target fell around the median among CEOs within our 2017 executive compensation peer group, which the Compensation Committee believed was appropriate as an incentive since Ms. Salka’s base salary fell below the median.
Structure of our Bonus Plan. In 2017, and consistent with previous years, the Financial Component comprised 70% of our named executive officers’ total target bonuses, and the RP/Leadership Component comprised the remaining 30%. Beginning in 2017, Mr. Henderson’s Financial Component bonus is tied to the Company’s consolidated annual revenue and AEBITDA goals due to his oversight of businesses within each of our reporting segments.
We tied the Financial Component of the bonus to the achievement of financial targets set forth in the Company’s 2017 Annual Operating Plan(the “2017 Ops Plan”) that we understood had represented above market growth for our three business segments on a consolidated basis.
In 2017, the weighting of the performance metrics was consistent for each of our named executive officers:
Named Executive Officer
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Consolidated Revenue
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Consolidated AEBITDA
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RP/ Leadership Component
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Susan R. Salka
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| 35%
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| 35%
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| 30%
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Brian M. Scott
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| 35%
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| 35%
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| 30%
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Ralph S. Henderson
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| 35%
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| 35%
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| 30%
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Denise L. Jackson
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| 35%
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| 35%
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| 30%
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Rationale of Annual Bonus Performance Goals. The Compensation Committee has continued to utilize financial, relative performance and leadership goals in its annual incentive bonus program over the last several years for a variety of reasons. It chose revenue because it believes it remains to be one of the most reliable measurements to evaluate the success of our strategy, which is to grow as a workforce solutions company. It also selected revenue because investors focus on revenue growth as a metric when evaluating our performance. The Compensation Committee also chose AEBITDA, and understands its widespread acceptance among management, the Board, shareholders and
analysts to assess our profitability and performance. Both revenue and AEBITDA (along with net income) are routinely areas of focus during our earnings calls. Furthermore, the Compensation Committee believes AEBITDA is an objective measure of management’s performance, and it excludes items over which management has less control, such as amortization, interest expense and taxes. The Compensation Committee uses the RP/Leadership Component to, among other things, distinguish among individuals with respect tonon-financial metrics, such as leadership, personal performance, and contributions and execution on our strategic and operational initiatives.
40 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
The actual consolidated revenue and consolidated AEBITDA targets on which the bonuses are based represented growth that the Compensation Committee believed exceeded general organic growth rates in the markets we serve. The threshold for a named executive officer to receive a bonus on the consolidated financial metrics required achievement of 90% of our 2017 Ops Plan target for each ofPre-Bonus AEBITDA (“Pre-Bonus AEBITDA”)(4)and consolidated revenue. For information
on the calculation ofPre-Bonus AEBITDA, and a reconciliation of it to our 2017 net income, please seeExhibit B to this proxy statement (pageB-1). Additionally, receipt of the target bonus amount for each financial metric required the Company to meet 100% of our 2017 Ops Plan for that metric, which represented roughly 8% year-over-year growth for both consolidated revenue and AEBITDA (all of which constituted organic growth).
Metric
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2017 Ops Plan Target
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2017 Results
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$ Variance From 2017 Ops Plan Target
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% Variance From 2017 Ops Plan Target
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Consolidated Revenue
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| 2,050,000
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Pre-Bonus AEBITDA
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262,965
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263,411
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446
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0
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2017 Bonus Plan Payouts. We have set forth a table below ($ in thousands) that summarizes how we performed against the 2017 Ops Plan financial performance metrics that were utilized, in whole or in part, in determining the Financial Component portion of our named executive officers’ bonuses.
With respect to the second component, the Compensation Committee believes our named executive officers provided strong leadership in 2017 that resulted in good financial and operational results for the Company on both an absolute and relative basis (i.e., compared to our executive compensation peers, the Russell 2000). We continued to deliver annual organic revenue, which grew by 4% year-over-year, and AEBITDA growth of 8%, as well as a cumulative total shareholder return of 33%. However, our Compensation Committee also recognizes that the future poses additional challenges that are distinct from the past. For
that reason, among others, the Compensation Committee decided to tie the RP/Leadership Component for each named executive officer in 2017 to the implementation of new front and back office enterprise information technology systems across the Company’s portfolio. Given the importance of this initiative, the Compensation Committee decided to base the achievement of the RP/Leadership Component for each named executive officer in 2017 primarily on the achievement of a successful implementation to the upgraded platform. We now anticipate that the new platform will launch in the first half of 2018 in our locum tenens segment.
As a result, we will not determine the amount that any named executive officer earns under this component of the 2017 bonus until June 2018, and we will report the amount that we pay under this component, if any, as compensation for 2018.
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement41
The tables below set forth metrics and summary calculations for each named executive officer’s bonus amounts under the RP/Leadership Component together with the final amounts under the Financial Component, which makes up 70% of the total bonus amount.
MS. SALKA’S BONUS METRICS
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Pre-Bonus AEBITDA
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Revenue
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RP/Leadership
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Levels
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% of Target
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Pre-Bonus AEBITDA ($ in 1000’s)
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Bonus Amount ($)
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% of Target
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Revenue ($ in 1000’s)
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Bonus Amount
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% of Target
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Target ($)
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Maximum
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120
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315,558
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644,798
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110
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2,255,000
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644,798
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200
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552,684
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Target
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100
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262,965
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322,399
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100
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2,050,000
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322,399
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100
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276,342
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Threshold
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90
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236,668
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161,200
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90.5
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1,855,250
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16,120
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None
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N/A
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MS. SALKA’S BONUS METRICS ACHIEVED AND BONUS EARNED
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Achieved
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100
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263,411
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322,399
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97
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1,988,454
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225,679
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Not Determined (5)
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Total Bonus Earned: $548,078
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% of Target Bonus Earned under
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MR. SCOTT’S BONUS METRICS
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Pre-Bonus AEBITDA
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Revenue
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RP/Leadership
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Levels | % of Target |
Pre-Bonus AEBITDA ($ in 1000’s) | Bonus Amount ($) | % of Target | Revenue ($ in 1000’s) | Bonus Amount ($) | % of Target | Target ($) | ||||||||||||||||||||||||
Maximum
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120
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315,558
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276,675
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110
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2,255,000
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276,675
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200
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|
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237,150
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Target
|
|
100
|
|
|
262,965
|
|
|
138,338
|
|
|
100
|
|
|
2,050,000
|
|
|
138,338
|
|
|
100
|
|
|
118,575
|
| ||||||||
Threshold
|
|
90
|
|
|
236,668
|
|
|
69,169
|
|
|
90.5
|
|
|
1,855,250
|
|
|
6,917
|
|
|
None
|
|
|
N/A
|
| ||||||||
MR. SCOTT’S BONUS METRICS ACHIEVED AND BONUS EARNED
| ||||||||||||||||||||||||||||||||
Achieved
|
|
100
|
|
|
263,411
|
|
|
138,338
|
|
|
97
|
|
|
1,988,454
|
|
|
96,836
|
|
|
Not Determined (5)
|
| |||||||||||
Total Bonus Earned: $235,174
| % of Target Bonus Earned under Financial Component: 85% |
MR. HENDERSON’S BONUS METRICS
| ||||||||||||||||||||||||||||||||
Pre-Bonus AEBITDA
|
Revenue
|
RP/Leadership
| ||||||||||||||||||||||||||||||
Levels
|
% of Target
|
Pre-Bonus AEBITDA ($ in 1000’s)
|
Bonus Amount ($)
|
% of Target
|
Revenue ($ in 1000’s)
|
Bonus Amount ($)
|
% of Target
|
Target ($)
| ||||||||||||||||||||||||
Maximum
|
|
120
|
|
|
315,558
|
|
|
276,675
|
|
|
110
|
|
|
2,255,000
|
|
|
276,675
|
|
|
200
|
|
|
237,150
|
| ||||||||
Target
|
|
100
|
|
|
262,965
|
|
|
138,338
|
|
|
100
|
|
|
2,050,000
|
|
|
138,338
|
|
|
100
|
|
|
118,575
|
| ||||||||
Threshold
|
|
90
|
|
|
236,668
|
|
|
69,169
|
|
|
90.5
|
|
|
1,855,250
|
|
|
6,917
|
|
|
None
|
|
|
N/A
|
| ||||||||
MR. HENDERSON’S BONUS METRICS ACHIEVED AND BONUS EARNED
| ||||||||||||||||||||||||||||||||
Achieved
|
|
100
|
|
|
263,411
|
|
|
138,338
|
|
|
97
|
|
|
1,988,454
|
|
|
96,836
|
|
|
Not Determined (5)
|
| |||||||||||
Total Bonus Earned: $235,174
| % of Target Bonus Earned under Financial Component: 85% |
42 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
MS. JACKSON’S BONUS METRICS
| ||||||||||||||||||||||||||||||||
Pre-Bonus AEBITDA
|
Revenue
|
RP/Leadership
| ||||||||||||||||||||||||||||||
Levels
| % of Target
|
Pre-Bonus AEBITDA ($ in 1000’s)
| Bonus Amount ($)
| % of Target
| Revenue ($ in 1000’s)
| Bonus Amount
| % of Target
| Target ($)
| ||||||||||||||||||||||||
Maximum
|
|
120
|
|
|
315,558
|
|
|
163,800
|
|
|
110
|
|
|
2,255,000
|
|
|
163,800
|
|
|
200
|
|
|
140,400
|
| ||||||||
Target
|
|
100
|
|
|
262,965
|
|
|
81,900
|
|
|
100
|
|
|
2,050,000
|
|
|
81,900
|
|
|
100
|
|
|
70,200
|
| ||||||||
Threshold
|
|
90
|
|
|
236,668
|
|
|
40,950
|
|
|
90.5
|
|
|
1,855,250
|
|
|
4,095
|
|
|
None
|
|
|
N/A
|
| ||||||||
MS. JACKSON’S BONUS METRICS ACHIEVED AND BONUS EARNED
| ||||||||||||||||||||||||||||||||
Achieved
|
|
100
|
|
|
263,411
|
|
|
81,900
|
|
|
97
|
|
|
1,988,454
|
|
|
57,330
|
|
|
Not Determined (5)
|
| |||||||||||
Total Bonus Earned: $139,230
| % of Target Bonus Earned under Financial Component: 85% |
|
LONG-TERM INCENTIVE COMPENSATION
In 2017, the Compensation Committee granted equity awards to each named executive officer and believes it serves as a key component of our named executive officer’s compensation package. We set forth in the chart below the AGD Fair Value of each equity component granted to each named executive officer.
Named Executive Officer
|
AGD Fair Value of 2017 TSR PRSU Award ($)
|
AGD Fair Value of 2017 AEBITDA PRSU Award ($)
| AGD Fair Value of 2017 RSU Award ($)
| Total AGD Fair Value of 2017 Awards ($)
| ||||||||||||
Susan R. Salka
|
| 599,967
|
|
| 699,988
|
|
| 1,000,000
|
|
| 2,299,955
|
| ||||
Brian M. Scott
|
| 209,981
|
|
| 244,994
|
|
| 244,994
|
|
| 699,969
|
| ||||
Ralph S. Henderson
|
| 209,981
|
|
| 244,994
|
|
| 244,994
|
|
| 699,969
|
| ||||
Denise L. Jackson
|
| 122,945
|
|
| 143,516
|
|
| 143,516
|
| 409,978 |
TSR PRSUs
The TSR PRSU grant represented approximately 30% of the total 2017 equity grant value, based on the grant date fair value, that was awarded to each named executive officer, and it will be earned at the end of an approximately three-year performance period (i.e., shortly after December 31, 2019, with the number of shares that are ultimately earned contingent on our total shareholder return for the period relative to the companies in the Russell 2000 Index on December 31, 2016, with our absolute total shareholder return (collectively, the “TSR Measurement”). If we perform at the 25th percentile of the relative total shareholder return (“Relative TSR”) of companies included in the Russell 2000 Index as of December 31, 2016, and absolute TSR is positive, then 25% of the PRSUs will be earned. If we perform at the 50th percentile of Relative TSR, 100% of the PRSUs will be earned. If we perform at the 75th
percentile, the maximum amount, 175%, of the target number of PRSUs will be earned. Amounts that may be earned increase in one percentile intervals from the 25th percentile up to the 75th percentile (as set forth in footnote (1) in the following table). These percentages are also subject to a “penalty” or discount whereby the payout will be reduced to the target amount if we exceed the 50th percentile threshold of Relative TSR but do not have a positive absolute TSR.
If we conducted the TSR Measurement on December 31, 2017: (1) Relative TSR would have measured at the73rdpercentile, and (2) Absolute TSR would have been positive. Based on those results, 169% of the named executive officers’ target number of TSR PRSUs granted in 2017 would have been earned. The table set forth below discloses the percentage of the 2017 target PRSUs that may be potentially earned depending on the actual results of the Company’s TSR Measurement:(6)
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement43
Relative TSR Percentile Rank
|
% of 2017 TSR PRSUs Earned if Absolute TSR Is Negative (1)
|
% of 2017 TSR PRSUs that Are Earned if Absolute TSR Is Positive
| ||
<25.0%
| 0
| 0
| ||
25.0%
| 12.50
| 25.00
| ||
37.5%
| 31.25
| 62.50
| ||
50.0%
| 100.00
| 100.00
| ||
62.5%
| 100.00
| 137.50
| ||
75.0%
| 100.00
| 175.00
|
|
AEBITDA PRSUs
In 2017, the Compensation Committee once again determined it best to dedicate a significant portion of the PRSUs to focusing our named executive officers on achieving a 13.5% AEBITDA margin for 2019.(7) Similar to the TSR PRSUs, the number of shares that may ultimately be earned ranges from 0% to 175% of the target number of AEBITDA PRSUs depending on our actual AEBITDA margin for 2019.
Time-Vested RSUs
Consistent with prior years, the time-vested RSU grants have three-year cliff vesting that are eligible for annual accelerated vesting inone-third increments if the Company achieves its annual AEBITDA targets. As it has done historically, the Compensation Committee elected to wait to consider a grant of time-vested RSUs for Ms. Salka until the end of 2017 when it had better visibility of ouryear-end financial, operational and stock performance. Based on our strong financial, operational and stock performance in 2017, the Compensation
Committee granted Ms. Salka 20,429RSUs with an AGD Fair Value of $1,000,000on December 19, 2017.
PRSUs represented 65% of the AGD Fair Value of all 2017 equity awards for our named executive officers, other than our CEO. Due to the timing of Ms. Salka’s RSU award in December 2017 (rather than January 2017), she received PRSUs that represented 57% of her total 2017 equity award value. To provide further clarity on our equity grant practice, the chart set forth below details the change of the AGD Fair Value of all 2017 equity awards granted to our named executive officers against the AGD Fair Value of all 2016 equity awards.
The 8% increase in our CEO’s AGD Fair Value in 2017 from 2016 is driven in part by the Company’s strong financial, operational and stock performance in 2017, as well as peer group and other compensation benchmarking. We believe that the AGD Fair Value of her equity awards placed her below the median among CEOs within our 2017 peer group for long-term incentive compensation. On an aggregate basis, the combined AGD Fair Value of our named executive officers’ equity awards increased 10% in 2017 from 2016.
Named Executive Officer
| AGD Fair Value of 2016 Equity Awards ($)
| AGD Fair Value of 2017 Equity Awards ($)
| Variance Between Value of 2016 and 2017 Equity Awards ($)
|
% Increase Between Value of 2016 and 2017
| ||||||||||||
Susan R. Salka
|
| 2,134,921
|
|
| 2,299,955
|
|
| 165,034
|
|
| 8
|
| ||||
Brian M. Scott
|
| 599,107
|
|
| 699,969
|
|
| 100,862
|
|
| 17
|
| ||||
Ralph S. Henderson
|
| 599,107
|
|
| 699,969
|
|
| 100,862
|
|
| 17
|
| ||||
Denise L. Jackson
|
| 399,407
|
|
| 409,978
|
|
| 10,571
|
|
| 3
|
| ||||
Total
|
| 3,732,542
|
|
| 4,109,871
|
|
| 377,329
|
|
| 10
|
|
|
|
44 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
RESULTS OF OUR 2015 PRSU AWARDS
2015 TSR PRSU Award TSR Measurement
On January 5, 2018, the Compensation Committee performed the TSR Measurement for the 2015 TSR PRSU awards. Our Relative TSR was at the 95th percentile of the Russell 2000 Index during the measurement period from January 1, 2015 through December 31, 2017. We also yielded a positive Absolute TSR during such measurement period.
Accordingly, each named executive officer received the maximum of his or her target amount of 2015 TSR PRSUs. Specifically, Ms. Salka, Mr. Scott, Mr. Henderson and Ms. Jackson earned 31,224, 11,151, 11,151 and 8,475 PRSUs under their 2015 TSR PRSU
awards, respectively. Shortly after the TSR Measurement, we issued a corresponding amount of Common Stock to each named executive officer.
2015 AEBITDA PRSU Award Measurement
On February 15, 2018, the Compensation Committee determined that our 2016 AEBITDA margin equaled 12.9%. Accordingly, each named executive officer received the maximum of his or her target amount of 2015 AEBITDA PRSUs. Specifically, Ms. Salka, Mr. Scott, Mr. Henderson and Ms. Jackson earned 44,076, 15,741, 15,741 and 11,963 PRSUs under their 2015 AEBITDA PRSU awards, respectively.
ACTUAL CEO PAY
The difference between actual pay and the grant date valuation of our long-term incentive vehicles can be significant. Given the substantial portion of our CEO’s compensation that is performance based, we believe it is critical to consider actual pay together with the performance of our Company’s Common Stock price. We recognize that companies and proxy advisory firms have used various methodologies to calculate actual and realizable compensation. We also are aware of the SEC’s proposed pay versus performance disclosure rule released in April 2015 (the “Actual Pay Proposed Rule”), which, among other things, contemplates disclosure of a CEO’s actual pay.
To provide more easily comparable information on these calculations, we have set forth below a table that summarizes the following for our CEO for each of the last three years: (1) her target total direct pay as determined by the Compensation Committee, (2) her total pay as set forth in the Summary Compensation Table and (3) her “actual pay” based on the Actual Pay Proposed Rule.
|
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement45
CHIEF EXECUTIVE OFFICER PAY CHART 1 2
|
|
As illustrated in the CEO Pay chart above, our annual and long-term incentive programs over the past three fiscal years are consistent with ourpay-for-performance-centric executive compensation philosophy, which is that actual pay is significantly correlated to the performance of our Common Stock. For theone-,two- and three-year periods ended December 31, 2017 we were at the 73rd, 71st and 95th percentile for cumulative total shareholder return, respectively, against the companies comprising the Russell 2000 Index. Common Stock performance
also provided cumulative total shareholder returns of 33%, 54% and 165% for theone-,two- and three-year periods ended December 31, 2017, respectively. In turn, our CEO’s actual pay exceeded her annual target total direct compensation for each of the past three years, which is consistent with our design to pay above target compensation when our Company operates at a high level and provides significant total shareholder return.
Equity Ownership, Requirements, Clawback and No Pledging or Hedging Policies
We maintain meaningful equity ownership requirements as well as clawback and pledging policies to which our named executive officers are subject. We have set forth a summary of these requirements and policies below. Additional details are contained in the Guidelines.
EQUITY OWNERSHIP REQUIREMENTS
The Board believes that all named executive officers should maintain a meaningful personal financial stake in the Company to align their long-term interests with those of our shareholders. Accordingly, our CEO is required to hold shares of Common Stock equal in value to three times her base salary and other named executive officers are requiredsubject to hold sharesmeaningful equity ownership requirements as set forth below. Additionally, the Company adopted a Securities Trading Policy that prohibits trading in the Company’s securities based on material non-public information and engaging in inappropriate transactions such as pledging and hedging. We set forth a summary of Common Stock equalthese requirements and policies below. Additional details related to these requirements and policies are contained in value to two times their annual base salary. The value of unvested RSUs and vested or unvested SARs and options are not taken into account in determining whether athe Governance Guidelines posted on the Company’s website. Our named executive officer satisfiesofficers are also subject to our equity ownership requirements. Compensation Recoupment Policy, in accordance with the rules set forth in the NYSE Listed Company Manual.
As of the Record Date,February 21, 2024, all of our named executive officers satisfysatisfied our equity ownership requirements with the exception of Ms. Grace, whose employment with the Company began on November 28, 2022 and Ms. Laughlin, who was promoted to Chief Legal Officer on August 19, 2023. Our named executive officers who have not met the ownership guidelines shall be required to retain 50% of net vested shares from equity awards issued subsequent to the initial assessment of ownership until they have reached the ownership guidelines.
Level | Required Ownership as a Multiple of Base Salary | Shares Held as Multiple of Base Salary(1) | Complies(2) | |||
Cary Grace | 5x Base Salary | .5 | — | |||
Jeffry R. Knudson | 2x Base Salary | 2 | ✓ | |||
Mark C. Hagan | 2x Base Salary | 2.7 | ✓ | |||
Whitney M. Laughlin | 2x Base Salary | 1.8 | — |
Additionally, other CEO Committee Members are subject to equity ownership requirements amounting to 1.5 times their annual base salary.
(1) | The value of unvested RSUs and vested or unvested stock appreciation rights and options are not considered when determining whether a named executive officer satisfies our equity ownership requirements. Our Chief Executive Officer, Named Executive Officers and other CEO Committee Members are subject to equity ownership requirements, which requires them to retain 50% of net vested shares from equity awards issued by the Company until they have reached the applicable ownership requirements reflected above. |
(2) | Ms. Grace joined the Company on November 28, 2022, and does not yet meet the required equity ownership as a multiple of her base salary. Ms. Laughlin was promoted to Chief Legal Officer on August 19, 2023, and does not yet meet the required equity ownership as a multiple of her base salary. |
Clawback Policy
CLAWBACK POLICYThe Company has adopted a Compensation Recoupment Policy consistent with the requirements of the Exchange Act Rule 10d-1 and in accordance with the final listing standards adopted by the New York Stock Exchange.
Under the Guidelines,Company’s Compensation Recoupment Policy, if we are required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, we will seek recoupment of all incentive-based compensation received by a current or former executive officer (i) on or after December 1, 2023, (ii) after beginning service as an executive officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation, and (iv) during the three completed fiscal years of the Company immediately preceding the Restatement Date.
82 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
In addition, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the
securities laws caused by misconduct, we can seek recoupment from all of our current or former executive officers who participated in the misconduct of:
all or any portion of the bonus and equity or cash incentive compensation received by such individuals during the12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such defective financial statement; and |
any profits realized by such individuals from the sale of securities of the Company during that12-month period. |
NO PLEDGING POLICYNo Pledging or Hedging Policy
The Governance Guidelines prohibit named executive officers (and directors) from pledging, hypothecating, or otherwise placing a lien on any shares of our Common Stockcommon stock (or any other equity interests) that they own.
ImpactTax Deductibility of Tax ConsiderationsExecutive Compensation
Prior to December 22, 2017, when the tax bill thatTax Cuts and Jobs Act of 2017, which we refer to as the TCJA, was signed into law, on December 22, 2017, Section 162(m) of the Internal Revenue Code imposesgenerally disallowed a $1 million limit on thetax deduction that a company may claim in any tax year with respect to publicly held companies for compensation paid to eachcertain executive officers in excess of its$1 million per officer in any year that did not qualify as performance-based. We refer to the Internal Revenue Code as the Code.
The TCJA repealed the performance-based exception, and the $1 million deduction limit now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the top three other highest compensated executive officers serving at fiscal year-end. The new rules generally apply to taxable years beginning after December 31, 2017. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our named executive officers (other than the chief financial officer), unless certain conditions are satisfied. Certain
types of performance-based compensation are generally exempted from the $1 million limit. Performance-based compensation can include income from stock options, performance-based restricted stock or stock units, and certain formula-driven compensation that meets the requirements ofis likely not to be fully deductible for tax purposes due to Section 162(m).
46 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Overview of Our 20182024 Executive Compensation Program
Overall, the Compensation Committee believes the Company performed well during 2017. We achieved year-over-year consolidated revenueThe Talent and consolidated AEBITDA growth of approximately 5% and8%, respectively, with substantially all of the revenue growth constituting organic growth. Performance of our Common Stock continued its strong performance in 2017,
delivering a 28% price appreciation. In light of the foregoing and with its guiding principles in mind, the Compensation Committee believes it has designed the 20182024 compensation structure to provide for important short- andshort-and long-term performance components that are aligned with shareholders,shareholders’ interests, consistent with the market environment and tailored specifically to us.
Additional discussion of the Company’s 2024 executive compensation decisions will be provided in next year’s proxy statement.
BASE SALARYBase Salary
The Compensation Committee approved increases in the annual base salaries for the named executive officers for 20182024 as follows:
Named Executive Officer | 2023 Salary ($) | 2024 Salary ($) | % Increase | |||
Cary Grace | 1,060,000 | 1,060,000 | — | |||
Jeffrey R. Knudson | 630,000 | 630,000 | — | |||
Mark C. Hagan | 550,000 | 550,000 | — | |||
Whitney M. Laughlin | 425,000 | 425,000 | — |
The base salaries of our named executive officers did not increase in 2024 in recognition of the challenging environment. The 2024 base salary for our named executive officers is based on executive compensation market and peer group competitive analyses, the Talent and Compensation Committee’s recognition that the Company achieved numerous business objectives and goals in the current environment, and the individual performance and commitment to maintain a pay for performance alignment, as reflected inenvironment.
2024 Proxy Statement | AMN Healthcare | 83 |
Executive Compensation
Bonus Plan
Target Bonus
In January 2024, the table immediately below.
The base salaries ofTalent and Compensation Committee reviewed the target bonus level for each named executive officers reflect a 5% to 7% increaseofficer, which we express as a resultpercent of their increased experience, strong individual performance and peer group benchmarking analysis. Our CEO’s salary increase for 2018 is also intended to more directly align her salary with CEO pay among our 2018 peer group, where herannual base salary still falls slightly below the median.
Named Executive Officer
|
2017 Salary ($)
|
2018 Salary ($)
|
% Increase
| |||||||||
Susan R. Salka
|
| 837,400
|
|
| 900,000
|
|
| 7
|
| |||
Brian M. Scott
|
| 465,000
|
|
| 490,000
|
|
| 5
|
| |||
Ralph S. Henderson
|
| 465,000
|
|
| 490,000
|
|
| 5
|
| |||
Denise L. Jackson
|
| 390,000
|
|
| 409,500
|
|
| 5
|
|
BONUS PLAN
salary. After careful consideration, the Compensation Committee determined thatnot to increase the 20182024 bonus target as a percentage of salary should increase for Ms. Salka, Mr. ScottGrace, Ms. Laughlin and Mr. Henderson. These increases reflect our excellent performanceMessrs. Knudson and strong total shareholder return over the past three years and further incentivize our named executive officers to continue to drive strong financial performance.Hagan. We set forth below the 20182024 target bonuses for each named executive officer as a percentage of salary together with, for comparative purposes, the same figures for 2017.below.
Named Executive Officer | 2023 Bonus Target (% of Salary) | 2024 Bonus Target (% of Salary) | ||
Cary Grace | 125 | 125 | ||
Jeffrey R. Knudson | 100 | 100 | ||
Mark C. Hagan | 90 | 90 | ||
Whitney M. Laughlin | 65 | 65 |
Structure
Named Executive Officer
|
2017 Bonus Target (% of Salary)
|
2018 Bonus Target (% of Salary)
| ||||||
Susan R. Salka
|
| 110
|
|
| 120
|
| ||
Brian M. Scott
|
| 85
|
|
| 100
|
| ||
Ralph S. Henderson
|
| 85
|
|
| 100
|
| ||
Denise L. Jackson
|
| 60
|
|
| 60
|
|
After careful consideration of the factors set forth above in the subsection of this CD&A entitled “Components“Principal Components of Our Compensation Program –— Annual Cash Incentive Performance Bonus,” the Talent and Compensation Committee decided to usemodify the same bonus structure used in 2024 for each named executive officer as it did in 2017, except for the modifications described in the next paragraph. The target
goals for eachofficers, with 70% of the financial metrics arebonus earned for achieving 2024 pre-bonus adjusted EBITDA target. The target goal for pre-bonus adjusted EBITDA is consistent with the targetstarget under our 20182024 annual operating plan and generally require growth that exceeds our estimate of anticipated industry performance.plan. For our CEO, we believeMs. Grace, her 20182024 bonus target in dollar amountpercentage falls near the median50th percentile among CEOs within our 20182024 peer group.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement47
LONG-TERM EQUITY INCENTIVES
In light of theThe Talent and Compensation Committee continues to believe that aligning its pay for performance philosophy, goals and objectives surroundingis the foundation upon which it evaluates its annual long-term incentive awards,award strategy. In 2024, the Compensation Committee decided to useutilized a combination of (1) TSR PRSUs, (2) adjusted EBITDA performance PRSUs and AEBITDA PRSUs
In an effort to proactively address feedback received during our 2017 shareholder engagement discussions, incentivize greater performance, and to more accurately align our long-term incentive awards with standard market practices based on input from the Compensation Committee’s independent consultant, the Compensation Committee implemented the following changes for 2018.
Granted(3) time-vested RSUs, that vest ratably over a three-year period,
Slightly modifiedkeeping the TSR Measurement applicableallocation attributable to performance awards at 65% which was the TSR PRSUs to eliminatesame as 2023. In 2024, the 50% “penalty” or discount on the number of PRSUs earned if the Company’s Relative TSR falls below the 50th percentile threshold and the Company’s Absolute TSR is negative. The number of PRSUs earned if the
|
Increased the maximum number of PRSUs eligible to be earned in connection with our AEBITDA PRSU grants from 175% to 200% of the target number of PRSUs with corresponding achievement of higher AEBITDA.
For 2018, the Compensation Committee continued to targettargeted an allocation of 30% TSR PRSUs, 35% AEBITDAadjusted EBITDA performance PRSUs and 35% time-vested RSUs (as a percentage of the estimated AGD Fair Value of all 20182024 equity awards). For each named executive officer, other than Ms. Salka, approximately 65% of
Peer Group
Based on its evaluation, the AGD Fair Value of the January 2018 equity awards consisted of PRSUs,Talent and the remaining 35% consisted of time-vested RSUs; for Ms. Salka, all of her January 2018 equity awards were PRSUs, as the Compensation Committee makes their decision on her equity grant of time-vested RSUsdecided to remove Change Healthcare, Inc., from our peer group for 2024, as it was acquired in the fourth quarter of 2018 when it has better visibility of the Company’s 2018 performance.
48 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
The Compensation and Stock Plan Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and has recommended to the Board that it be included in this proxy statement and our annual report on Form10-K for the fiscal year ended December 31, 2017.
2023.
84 |
|
|
|
|
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement49
Executive Compensation Disclosure
EXECUTIVE COMPENSATION DISCLOSURE
Our named executive officers for the 2017 fiscal year are listed below. We provide information regarding the business experience, qualifications and affiliations of our executive officers who are not directors below. For Ms. Salka’s experience, qualifications and affiliations, please see page 11 above.
| ||
| ||
| ||
|
OurNon-Director Executive Officers
| ||
|
Mr. Henderson joined us as President, Nurse Staffing in September 2007. In February 2009, we appointed him President, Nurse and Allied Staffing and in February 2012, named him President, Healthcare Staffing. In light of our recent acquisitions, in January 2016, we appointed Mr. Henderson President, Professional Services and Staffing. He is responsible for leading the sales and financial performance of our nurse and allied solutions segment and our locum tenens solutions segment. Prior to September 2007, Mr. Henderson served as Senior Vice President, Group Executive for Spherion, Inc., one of the largest commercial and professional staffing companies in the United States. Mr. Henderson started with Spherion in 1995 and held several leadership positions, including Regional Vice President and General Manager, Vice President of National Accounts, and Senior Vice President, Western Division. Prior to Spherion, Mr. Henderson was employed by American Express for nine years where in his last role he served as Vice President of Sales and Account Management in the Travel Management Services Division. Mr. Henderson holds a Bachelor of Science degree in Business Administration from Northern Arizona University.
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Ms. Jackson joined us as General Counsel and Vice President of Administration in October 2000. Ms. Jackson is responsible for our legal, corporate governance, compliance and ethics, risk management, real estate and government affairs functions. We appointed her as our Secretary in May 2003 and Senior Vice President in November 2004. From 1995 to September 2000, Ms. Jackson worked for The Mills Corporation serving as Vice President and Senior Counsel from 1998 to 2000. Ms. Jackson serves on the Board of Pipeline Health Holdings, LLC, where she Chairs the Compensation Committee, and also serves on the Boards of Girls on the Run International and the Association of Corporate Counsel San Diego. She holds a Juris Doctorate degree from the University of Arizona, a Masters of Public Health from The George Washington University and a Bachelor of Science in Liberal Studies from the University of Arizona. Ms. Jackson is licensed as an attorney in California, the District of Columbia, Arizona and New York.
50 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
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Mr. Scott joined us in December 2003. We appointed him Chief Financial Officer, Chief Accounting Officer, and Treasurer in January 2011. Prior to that time, Mr. Scott served in a variety of financial and operational roles for us including most recently as Senior Vice President of Operations, Finance and Business Development, in which
capacity he oversaw our corporate financial planning and analysis, capital funding and business development activities. He has also served as President of our pharmacy staffing division and as Director, Senior Director and Vice President of Finance, where his roles have included overseeing all accounting operations and SEC reporting. Mr. Scott started his career in San Francisco with KPMG and later became a partner in amid-sized CPA firm. Mr. Scott also served as controller of a biotechnology company. He is a certified public accountant (inactive) in California, and received his bachelor’s degree in accounting from California Polytechnic State University, San Luis Obispo and a Masters of Business Administration from the McCombs School of Business at the University of Texas at Austin.
The following table shows the compensation earned or accrued by our named executive officers for the three fiscal years ended December 31, 2017, 20162023, 2022 and 2015.2021.
Named Executive Officer and Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | |||||||||||||||||||||
Susan R. Salka | 2017 | 835,577 | - | 2,299,955 | (5) | 548,078 | 197,357 | 3,880,967 | ||||||||||||||||||||
PEO,(6) President & CEO | 2016 | 788,077 | - | 2,134,921 | (7) | 1,518,775 | 129,567 | 4,571,340 | ||||||||||||||||||||
2015 | 739,154 | - | 1,927,934 | (8) | 1,480,000 | 46,195 | 4,193,283 | |||||||||||||||||||||
Brian M. Scott | 2017 | 464,423 | - | 699,969 | (9) | 235,174 | 84,643 | 1,484,209 | ||||||||||||||||||||
PFO,(10) CFO, CAO & Treasurer | 2016 | 448,846 | - | 599,107 | (11) | 741,094 | 78,062 | 1,867,109 | ||||||||||||||||||||
2015 | 419,231 | 31,500 | 1,443,215 | (12) | 630,000 | 23,368 | 2,547,314 | |||||||||||||||||||||
Ralph S. Henderson | 2017 | 464,423 | - | 699,969 | (9) | 235,174 | 75,587 | 1,475,153 | ||||||||||||||||||||
President, Professional | 2016 | 448,846 | - | 599,107 | (11) | 611,719 | 81,149 | 1,740,821 | ||||||||||||||||||||
Services & Staffing | 2015 | 419,615 | - | 1,443,215 | (12) | 705,600 | 21,484 | 2,589,914 | ||||||||||||||||||||
Denise L. Jackson | 2017 | 389,423 | - | 409,978 | (13) | 139,230 | 49,449 | 988,080 | ||||||||||||||||||||
Chief Legal Officer & Corporate | 2016 | 374,615 | - | 399,407 | (14) | 435,938 | 39,100 | 1,249,060 | ||||||||||||||||||||
Secretary | 2015 | 365,000 | - | 384,850 | (15) | 401,500 | 18,330 | 1,169,680 |
Named Executive Officer and Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||
Cary Grace PEO,(8) President & CEO | 2023 | 1,060,000 | — | 4,772,195(5) | 596,250 | 232,035 | 6,660,480 | |||||||
2022 | 81,538 | 200,000 | (6) | 2,999,903(7) | — | 23,855 | 3,305,296 | |||||||
Jeffrey R. Knudson PFO,(11) CFO & Treasurer | 2023 | 630,000 | — | 2,343,576(9) | 283,500 | 145,737 | 3,402,813 | |||||||
2022 | 600,000 | 1,515,805(10) | 1,080,000 | 60,048 | 3,255,853 | |||||||||
2021 | 90,000 | 900,000 | (12) | 2,999,940(13) | — | 32,745 | 4,022,685 | |||||||
Mark C. Hagan Chief Information & Digital Officer | 2023 | 550,000 | — | 1,355,624(14) | 222,800 | 174,708 | 2,303,132 | |||||||
2022 | 524,423 | — | 1,263,328(15) | 946,000 | 171,705 | 2,905,456 | ||||||||
2021 | 510,000 | — | 2,841,104(16) | 918,000 | 137,868 | 4,406,972 | ||||||||
Whitney M. Laughlin Chief Legal Officer & Corporate Secretary | 2023 | 361,885 | — | 315,807(17) | 105,700 | 31,073 | 814,465 | |||||||
Denise L. Jackson Former Chief Legal Officer & Corporate Secretary(21) | 2023 | 326,923 | — | 1,192,860(18) | — | 135,073 | 1,655,676 | |||||||
2022 | 459,231 | — | 1,111,639(19) | 828,000 | 151,875 | 2,550,745 | ||||||||
2021 | 440,000 | — | 2,495,210(20) | 792,000 | 119,811 | 3,847,021 |
(1) | Salary includes all salary amounts deferred by the named executive officers under the Deferred Compensation Plan. |
(2) | This column reflects the dollar amounts for the years shown of the AGD Fair Value of RSUs and PRSUs granted to our named executive officers. For PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date, excluding the effect of estimated forfeitures. For additional information on the valuation assumptions used in the calculation of these amounts for 2023, refer to notes |
(3) | This column consists of cash awards paid to our named executive officers pursuant to |
(4) | This column consists of compensation received by our named executive officers in 2023 in the form of matching contributions to the Deferred Compensation Plan as follows: (1) $74,200 for Ms. Grace, (2) $130,240 for Mr. Knudson, (3) $137,725 for Mr. Hagan, (4) $25,332 for Ms. Laughlin, and (5) $104,440 for Ms. Jackson. This column also reflects Company-paid life insurance |
(5) |
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(6) | Ms. Grace joined the Company on November 28, 2022, so she was not eligible to receive an annual cash incentive bonus under the Bonus Plan. The Talent and Compensation Committee took this and other considerations into account at that time and determined it would be more appropriate to offer Ms. Grace a $200,000 sign-on bonus, which was paid on December 16, 2022. |
(7) | 8,164 RSUs with an AGD Fair Value of $999,927 and 16,329 RSUs with an AGD Fair Value of $1,999,976 comprise the amount of Ms. Grace’s 2022 stock awards. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes 1(p) and 11 to the financial statements included in our annual report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on February 22, 2023. |
(8) | “PEO” refers to our principal executive officer. |
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement51
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“PFO” refers to our principal financial officer. |
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(13) | 29,262 RSUs with an AGD Fair Value of |
2024 Proxy Statement | AMN Healthcare | 85 |
Executive Compensation
(14) | 4,212 RSUs with an AGD Fair Value of $437,458, 3,610 TSR PRSUs with an AGD Fair Value of |
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52 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
(19) | 3,553 RSUs with an AGD Fair Value of $384,932, 2,325 TSR PRSUs with an AGD Fair Value of $341,775 and 3,553 adjusted EBITDA Performance PRSUs with an AGD Fair Value of $384,932 comprise the amount of Ms. Jackson’s 2022 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,325 TSR PRSU award and the 3,553 adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $598,106 and $769,864, respectively. | |||||||
(20) | 4,642 RSUs with an AGD Fair Value of $316,817, 2,366 TSR PRSUs with an AGD Fair Value of $211,236, 13,000 TSR PRSUs with an AGD Fair Value of $1,791,140 and 2,579 adjusted EBITDA Performance PRSUs with an AGD Fair Value of $176,017 comprise the amount of Ms. Jackson’s 2021 stock awards. Assuming the highest level of performance conditions will be achieved for the 2,366 TSR PRSU award, the 13,000 TSR PRSU award, and the 2,579 adjusted EBITDA Performance PRSU award, the AGD Fair Value of such awards would equal $369,619, $3,134,495, and $352,034, respectively. | |||||||
(21) |
86 | AMN Healthcare | 2024 Proxy Statement |
Grants of Plan-Based Awards
The following table contains information concerning grants of plan-based awards to our named executive officers under our cash and equity plans during the year ended December 31, 2017.2023.
Name and Type ofEquity Award | Grant Date |
Estimated Future Payouts Plan Awards | Estimated Future Payouts Under Equity Incentive Plan | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(8) | ||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) (2) | Target ($)(3) | Maximum ($)(4) | Threshold (#)(5) | Target (#)(6) | Maximum (#)(7) | ||||||||||||||||||||||||||||||||||||||||||||||||
Susan R. Salka | 189,000 | 1,080,000 | 2,160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | All Other Stock Awards: # of Shares of Stock or Units | Grant Date Fair Value of Stock Awards ($)(8) | |||||||||||||||||||||||||||||||||||||||||||||||||
Name and Type of Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Cary Grace | |||||||||||||||||||||||||||||||||||||||||||||||||||||
TSR PRSU | 1/4/2017 | 1,479 | 11,829 | 20,701 | 599,967 | 1/15/2023 | 3,177 | 12,709 | 22,241 | 1,692,330 | |||||||||||||||||||||||||||||||||||||||||||
AEBITDA PRSU | 1/4/2017 | 4,496 | 17,983 | 31,470 | 699,988 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 7,414 | 14,827 | 29,654 | 1,539,932 | ||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 12/19/2017 | 20,429 | (9) | 1,000,000 | 1/15/2023 | 14,827 | 1,539,932 | ||||||||||||||||||||||||||||||||||||||||||||||
Brian M. Scott | 85,750 | 490,000 | 980,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Jeffrey R. Knudson | |||||||||||||||||||||||||||||||||||||||||||||||||||||
TSR PRSU | 1/4/2017 | 518 | 4,140 | 7,245 | 209,981 | 1/15/2023 | 1,228 | 4,910 | 8,593 | 653,816 | |||||||||||||||||||||||||||||||||||||||||||
AEBITDA PRSU | 1/4/2017 | 1,574 | 6,294 | 11,015 | 244,994 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 2,864 | 5,728 | 11,456 | 594,910 | ||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 1/4/2017 | 6,294 | (10) | 244,994 | 1/15/2023 | 5,728(9) | 594,910 | ||||||||||||||||||||||||||||||||||||||||||||||
Ralph S. Henderson | 85,750 | 490,000 | 980,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 10/15/2023 | 6,766(9) | 499,940 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mark C. Hagan | |||||||||||||||||||||||||||||||||||||||||||||||||||||
TSR PRSU | 1/4/2017 | 518 | 4,140 | 7,245 | 209,981 | 1/15/2023 | 903 | 3,610 | 6,318 | 480,708 | |||||||||||||||||||||||||||||||||||||||||||
AEBITDA PRSU | 1/4/2017 | 1,574 | 6,294 | 11,015 | 244,994 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 2,106 | 4,212 | 8,424 | 437,458 | ||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 1/15/2023 | 4,212(9) | 437,458 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Whitney M. Laughlin | |||||||||||||||||||||||||||||||||||||||||||||||||||||
TSR PRSU | 1/15/2023 | 127 | 508 | 889 | 67,645 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 297 | 593 | 1,186 | 61,589 | ||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 1/15/2023 | 593(9) | 61,645 | ||||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 1/4/2017 | 6,294 | (10) | 244,994 | 9/15/2023 | 1,463(9) | 124,984 | ||||||||||||||||||||||||||||||||||||||||||||||
Denise L. Jackson | 42,998 | 245,700 | 491,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||
TSR PRSU | 1/4/2017 | 303 | 2,424 | 4,242 | 122,945 | 1/15/2023 | 794 | 3,177 | 5,560 | 423,049 | |||||||||||||||||||||||||||||||||||||||||||
AEBITDA PRSU | 1/4/2017 | 922 | 3,687 | 6,452 | 143,516 | ||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA PRSU | 1/15/2023 | 1,853 | 3,706 | 7,412 | 384,905 | ||||||||||||||||||||||||||||||||||||||||||||||||
RSU | 1/4/2017 | 3,687 | (10) | 143,516 | 1/15/2023 | 3,706(10) | 384,905 |
(1) | The columns comprising the “Estimated Future Payouts Under Equity Incentive Plan Awards” set forth information regarding |
(2) | The amount set forth in this column represents the minimum amount that a named executive officer would receive under our Bonus Plan if we met our |
(3) | The amount set forth in this column represents the amount that a named executive officer would receive under our Bonus Plan if the named executive officer met the target of each metric upon which his or her bonus is based. |
(4) | The Talent and Compensation Committee set the maximum bonus for |
(5) | For TSR PRSUs awards, the number of shares set forth in this column assumes that under the |
(6) | For TSR PRSUs, the number of PRSUs set forth in this column assumes that under the TSR Measurement, |
(7) | The number of TSR PRSUs set forth in this column assumes that under the TSR Measurement each of the following conditions |
2024 Proxy Statement | AMN Healthcare | 87 |
Executive Compensation
(8) | This column represents the grant date fair value, calculated in accordance with SEC rules, of each equity award. For PRSUs, which are subject to performance conditions, we report the grant date fair value based upon the probable outcome of such conditions and that value is consistent with the estimate of aggregate compensation cost to be recognized over the service period as of the grant date, excluding the effect of estimated forfeitures. These amounts do not necessarily correspond to the actual value that will be realized by our named executive officers. For additional information on the valuation assumptions used in the calculation of these amounts, refer to notes |
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement53
22, 2024. | ||||||||
The RSUs underlying this award vest in three tranches on |
(10) | The RSUs underlying this award are retirement eligible as of July 15, 2023 and vest in three tranches on |
88 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Outstanding Equity Awards at Fiscal Year End
The following table represents equity interests held by the named executive officers as of December 31, 2017,2023, which is comprised of SARs, RSUsRSU and PRSUsPRSU awards.
OPTION AWARD (1) | STOCK AWARDS (2) | |||||||||||||||||||||||||||||||||||
Name | Option Grant | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price ($) | Option Expiration Date | RSU or PRSU Award Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | |||||||||||||||||||||||||||
Susan R. Salka | 2/2/2010 | 193,949 | 8.78 | 2/2/2020 | 1/5/2015 | (4) | 31,224 | (5) | 1,537,782 | |||||||||||||||||||||||||||
1/5/2015 | (6) | 44,076 | (7) | 2,170,743 | ||||||||||||||||||||||||||||||||
12/9/2015 | (8) | 11,042 | 1,104,136 | |||||||||||||||||||||||||||||||||
1/5/2016 | (9) | 24,750 | (10) | 1,218,938 | ||||||||||||||||||||||||||||||||
1/5/2016 | (11) | 20,295 | (12) | 999,529 | ||||||||||||||||||||||||||||||||
12/5/2016 | (13) | 29,917 | 1,473,412 | |||||||||||||||||||||||||||||||||
1/4/2017 | (14) | 20,701 | (15) | 1,019,524 | ||||||||||||||||||||||||||||||||
1/4/2017 | (16) | 17,983 | (17) | 885,663 | ||||||||||||||||||||||||||||||||
12/19/2017 | (18) | 20,429 | 1,006,128 | |||||||||||||||||||||||||||||||||
Brian M. Scott | 1/5/2015 | (4) | 11,151 | (5) | 549,187 | |||||||||||||||||||||||||||||||
1/5/2015 | (6) | 15,741 | (7) | 775,224 | ||||||||||||||||||||||||||||||||
1/5/2015 | (19) | 2,969 | 146,223 | |||||||||||||||||||||||||||||||||
1/5/2015 | (21) | 25,462 | (22) | 1,254,004 | ||||||||||||||||||||||||||||||||
1/5/2015 | (23) | 38,486 | (24) | 1,895,436 | ||||||||||||||||||||||||||||||||
1/5/2016 | (20) | 4,662 | 229,604 | |||||||||||||||||||||||||||||||||
1/5/2016 | (9) | 8,486 | (10) | 417,936 | ||||||||||||||||||||||||||||||||
1/5/2016 | (11) | 6,958 | (12) | 342,682 | ||||||||||||||||||||||||||||||||
1/4/2017 | (14) | 7,245 | (15) | 356,816 | ||||||||||||||||||||||||||||||||
1/4/2017 | (16) | 6,294 | (17) | 309,980 | ||||||||||||||||||||||||||||||||
1/4/2017 | (13) | 6,294 | 309,980 | |||||||||||||||||||||||||||||||||
Ralph S. Henderson | 1/5/2015 | (4) | 11,151 | (5) | 549,187 | |||||||||||||||||||||||||||||||
1/5/2015 | (6) | 15,741 | (7) | 775,224 | ||||||||||||||||||||||||||||||||
1/5/2015 | (19) | 2,969 | 146,243 | |||||||||||||||||||||||||||||||||
1/5/2015 | (21) | 25,462 | (22) | 1,254,004 | ||||||||||||||||||||||||||||||||
1/5/2015 | (23) | 38,486 | (24) | 1,895,436 | ||||||||||||||||||||||||||||||||
1/5/2016 | (20) | 4,662 | 229,604 | |||||||||||||||||||||||||||||||||
1/5/2016 | (9) | 8,486 | (10) | 417,936 | ||||||||||||||||||||||||||||||||
1/5/2016 | (11) | 6,958 | (12) | 342,682 | ||||||||||||||||||||||||||||||||
1/4/2017 | (14) | 7,245 | (15) | 356,816 | ||||||||||||||||||||||||||||||||
1/4/2017 | (16) | 6,294 | (17) | 309,980 | ||||||||||||||||||||||||||||||||
1/4/2017 | (13) | 6,294 | 309,980 |
54 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Option Awards | Stock Awards(1) | ||||||||||||||||
Name | Option Grant Date | Number of | Option Exercise Price ($) | Option Expiration Date | RSU or PRSU Award Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||||||||
Cary Grace | 11/28/2022(3) | 5,470 | 409,594 | ||||||||||||||
11/28/2022(3) | 10,941 | 819,262 | |||||||||||||||
1/15/2023(3) | 14,827 | 1,119,246 | |||||||||||||||
1/15/2023(4) | 7,413(5) | 555,085 | |||||||||||||||
1/15/2023(6) | 3,177(7) | 237,894 | |||||||||||||||
Jeffrey R. Knudson | 11/2/2021(3) | 9,950 | 745,056 | ||||||||||||||
1/15/2022(8) | 2,422(5) | 181,359 | |||||||||||||||
1/15/2022(9) | 5,547(10) | 415,359 | |||||||||||||||
1/15/2022(3) | 3,247 | 243,135 | |||||||||||||||
1/15/2023(3) | 5,728 | 428,913 | |||||||||||||||
1/15/2023(4) | 2,864(5) | 214,456 | |||||||||||||||
1/15/2023(6) | 1,228(7) | 91,953 | |||||||||||||||
10/15/2023(3) | 6,766 | 506,638 | |||||||||||||||
Mark C. Hagan | 1/4/2021(11) | 5,178(12) | 387,729 | ||||||||||||||
1/4/2021(13) | 4,057(14) | 303,788 | |||||||||||||||
1/4/2021(15) | 2,354 | 176,268 | |||||||||||||||
1/15/2022(8) | 2,019(5) | 151,183 | |||||||||||||||
1/15/2022(9) | 4,623(10) | 346,170 | |||||||||||||||
1/15/2022(3) | 2,706 | 202,625 | |||||||||||||||
1/15/2023(4) | 2,106(5) | 157,697 | |||||||||||||||
1/15/2023(6) | 903(7) | 67,617 | |||||||||||||||
1/15/2023(3) | 4,212 | 315,395 | |||||||||||||||
Whitney M. Laughlin | 1/4/2021(11) | 490(12) | 36,691 | ||||||||||||||
1/4/2021(13) | 386(14) | 28,904 | |||||||||||||||
1/4/2021(15) | 225 | 16,848 | |||||||||||||||
8/15/2021(3) | 256 | 19,169 | |||||||||||||||
1/15/2022(8) | 201(5) | 15,051 | |||||||||||||||
1/15/2022(9) | 462(10) | 34,595 | |||||||||||||||
1/15/2022(3) | 271 | 20,292 | |||||||||||||||
6/15/2022(3) | 496 | 37,140 | |||||||||||||||
1/15/2023(4) | 296(5) | 22,164 | |||||||||||||||
1/15/2023(6) | 127(7) | 9,510 | |||||||||||||||
1/15/2023(3) | 593 | 44,404 | |||||||||||||||
9/15/2023(3) | 1,463 | 109,549 | |||||||||||||||
Denise L. Jackson(16) | 1/4/2021(11) | 3,456(12) | 258,785 | ||||||||||||||
1/4/2021(13) | 2,721(14) | 203,748 | |||||||||||||||
1/4/2021(15) | 1,579 | 118,236 | |||||||||||||||
1/15/2022(8) | 1,776(5) | 132,987 | |||||||||||||||
1/15/2022(9) | 4,068(10) | 304,612 | |||||||||||||||
1/15/2022(8) | 2,381 | 178,289 | |||||||||||||||
1/15/2023(4) | 1,853(5) | 138,753 | |||||||||||||||
1/15/2023(6) | 794(7) | 59,455 | |||||||||||||||
1/15/2023(3) | 3,706 | 277,505 |
2024 Proxy Statement | AMN Healthcare | |||||||
OPTION AWARD (1) | STOCK AWARDS (2) | |||||||||||||||||||||||||||||||||||
Name | Option Grant | Number of Securities Underlying Unexercised Options Exercisable | Option Exercise Price ($) | Option Expiration Date | RSU or PRSU Award Grant Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | |||||||||||||||||||||||||||
Denise L. Jackson | 1/5/2015 | (4) | 8,475 | (5) | 417,394 | |||||||||||||||||||||||||||||||
1/5/2015 | (6) | 11,963 | (7) | 589,178 | ||||||||||||||||||||||||||||||||
1/5/2015 | (19) | 2,256 | 111,108 | |||||||||||||||||||||||||||||||||
1/5/2016 | (9) | 5,658 | (10) | 278,657 | ||||||||||||||||||||||||||||||||
1/5/2016 | (11) | 4,638 | (12) | 228,422 | ||||||||||||||||||||||||||||||||
1/5/2016 | (20) | 3,108 | 153,069 | |||||||||||||||||||||||||||||||||
1/4/2017 | (14) | 4,242 | (15) | 208,919 | ||||||||||||||||||||||||||||||||
1/4/2017 | (16) | 3,687 | (17) | 181,585 | ||||||||||||||||||||||||||||||||
1/4/2017 | (13) | 3,687 | 181,585 |
Executive Compensation
(1) |
|
These columns consist of RSUs and PRSUs granted under the Equity Plan. |
The market value of stock awards and the equity incentive plan awards represents | |
(3) | The RSUs underlying this award vest in three tranches on each of the |
(4) |
|
The |
|
| |
(5) | In accordance with SEC rules, the number of shares |
|
The TSR PRSUs underlying this award vest on the date on which the Talent and Compensation Committee performs the TSR Measurement, which shall occur within 30 days after December 31, |
In accordance with SEC rules, the number of shares reported in this column assumes the threshold performance goal is acheived. The ultimate number of TSR PRSUs that vest under this award depends on the results of the TSR Measurement. The target amount for each of Ms. |
|
|
|
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement55
|
|
|
Pursuant to the instructions set forth to Item 402(f)(2) of RegulationS-K, which provides that the number of shares reported in this column shall be based on achieving the | |
(8) | The adjusted EBITDA PRSUs underlying this award vest on January 15, 2025. The settlement date and the |
The |
|
|
|
| |
(11) | The adjusted EBITDA PRSUs underlying this award vested on January 4, 2024 and settled on February 22, 2024 after the Talent and Compensation Committee determined the Company’s 2023 adjusted EBITDA. |
(12) | Because the number of shares earned under this award was based on |
(13) | These PRSUs vested on January 5, 2024. |
(14) | The Talent and Compensation Committee performed the TSR Measurement for this award for the measurement period ended December 31, 2023 on January 5, 2023. Relative TSR measured at the 55th percentile and Absolute TSR was positive. Based on those results, the number of PRSUs set forth in this |
The RSUs underlying this | |
(16) | Ms. Jackson retired from the Company on August 18, 2023, but her awards remained outstanding as of December 31, 2023, because she was retirement eligible at the time she left the Company, as discussed in “Compensation Discussion and Analysis - Our 2023 Compensation Program and Results - Long-Term Incentive Compensation” above. |
| 2024 Proxy Statement |
Executive Compensation
Option Exercises and Stock Vested
The following table shows information regarding exercises of option awards to purchase our Common Stock and vesting of stock awards held by our named executive officers during 2017,2023, as of December 31, 2017.2023.
OPTION AWARDS | STOCK AWARDS | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | ||||||||||||
Susan R. Salka
|
| -
|
|
| -
|
|
| 137,999
|
|
| 5,570,281
|
| ||||
Brian M. Scott
|
| -
|
|
| -
|
|
| 37,979
|
|
| 1,494,601
|
| ||||
Ralph S. Henderson
|
| -
|
|
| -
|
|
| 38,795
|
|
| 1,526,714
|
| ||||
Denise L. Jackson
|
| -
|
|
| -
|
|
| 34,847
|
|
| 1,371,351
|
|
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||
Cary Grace | — | — | 8,082 | 543,515 | ||||
Jeffrey R. Knudson | — | — | 11,254 | 904,169 | ||||
Mark C. Hagan | — | — | 29,033 | 2,802,662 | ||||
Whitney M. Laughlin | — | — | 4,787 | 460,428 | ||||
Denise L. Jackson | — | — | 26,054 | 2,530,509 |
(1) |
|
We calculate the “Value Realized on Vesting” by multiplying |
56 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Nonqualified Deferred Compensation
We adopted and maintain oura Deferred Compensation Plan which providesto provide our executives, including our named executive officers, with the opportunity to defer up to 80% of their base salary and up to 90% of their bonus. The Deferred Compensation Plan also permits executives to defer the settlement date of their RSUs or PRSUs. Our named executive officers are excluded from participating in our 401(k) plan. In 2017,2023, we matched up to 50% of the firsttheir contribution up to 6% and 100% of the next 4% contribution. Additionally, a one-time employer contribution of $3,300 was provided to all deferred compensation eligible participants in 2023 including the executive’s eligible compensation for a maximum match of 7% of the executive’s cash compensation.named executives. The Deferred Compensation Plan credits deferrals (other than deferrals of RSUs or PRSUs) with earnings or losses based upon the executive’s selection of 13 publicly traded mutual funds, which may change from time to time. The measurement funds are: Vanguard VIF Total Bond Market Index, Fidelity VIP Investment Grade Bond, PIMCO VIT Real Return Portfolio, MFS VIT Value, Dreyfus Stock Index, American Funds IS Growth, JPMorgan IT Mid Cap Value, Janus Aspen Enterprise, DFA VA U.S. Targeted Value, Vanguard VIF Small Company Growth, American Funds IS International, and MRS VIT II International Value.
Executives may change their election of measurement funds on a daily basis. Additionally, beginning in 2014, the Deferred Compensation Plan permitted executives to invest in a Deferred Compensation Fixed Rate Fund, which provides an annual fixed rate of return that is generally set by the Company on January 1 of each year at 120% of the long-term Applicable Federal Rate. For 2017,2023, the Company set the rate of return at 2.7%5.2% per annum. In 2018, the Company changed the rate of return to 3.1% per annum.
Benefits under the Deferred Compensation Plan are payable in a lump sum or in annual installments for a period of up to ten years beginning sixseven months after the named executive officer’s separation from service. Executives may also select at the time of deferral to be paid upon separation from service, a change in control or a fixed distribution date, which must be at least threetwo years after the date of deferral. Benefits under the Deferred Compensation Plan are also payable if the executive experiences an unforeseen financial emergency. Deferrals of RSUs or PRSUs are settled in shares upon a fixed date selected by the executive or upon a separation from service or change in control.
The following table reflects contributions made by the named executive officers and matching contributions made by us under the Deferred Compensation Plan in fiscal year 20172023 as well as the named executive officers’ aggregate earnings, withdrawals, and balance information.
NONQUALIFIED DEFERRED COMPENSATION TABLE
Name | Executive Contribution in Last FY ($) (1) | Registrant Contributions in Last FY ($) (2) | Aggregate Earnings in Last FY ($) (3) | Aggregate Withdrawals or Distributions ($) | Aggregate Balance at FYE ($) (4) | |||||||||||||||
Susan R. Salka
|
| 4,737,163
| (5)
|
| 164,805
|
|
| 468,292
|
|
| -
|
|
| 12,716,925
| (6)
| |||||
Brian M. Scott
|
| 120,552
|
|
| 84,386
|
|
| 158,039
|
|
| -
|
|
| 1,056,315
|
| |||||
Ralph S. Henderson
|
| 161,421
|
|
| 75,330
|
|
| 79,021
|
|
| -
|
|
| 1,331,819
|
| |||||
Denise L. Jackson
|
| 73,817
|
|
| 49,057
|
|
| 213,896
|
|
| -
|
|
| 1,441,129
|
|
Name | Executive Contribution in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings (Loss) in Last FY ($)(3) | Aggregate Withdrawals or Distributions ($) | Aggregate Balance at FYE ($)(4) | |||||
Cary Grace | 106,000 | 77,500 | 3,758 | — | 187,258 | |||||
Jeffrey R. Knudson | 193,500 | 133,540 | 48,497 | — | 426,199 | |||||
Mark C. Hagan | 1,550,750 | 141,025 | 694,337 | — | 5,351,435 | |||||
Whitney M. Laughlin | 90,471 | 28,632 | 73,587 | — | 524,699 | |||||
Denise L. Jackson | 156,892 | 107,740 | 371,532 | — | 2,949,775 |
(1) | The |
(2) | We include the matching contributions made by us set forth in this column in the |
2024 Proxy Statement | AMN Healthcare | 91 |
Executive Compensation
(3) | Aggregate earnings are not reflected in the Summary Compensation Table. Additionally, any changes in the value of Common Stock underlying deferred vested awards are not included in this column. |
(4) | To the extent our named executive officers made contributions, or we made matching contributions to our named executive officers, for the periods set forth in the Summary Compensation Table, such amounts are included (subject to increases or decreased earnings on such amounts) in this column. |
|
|
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement57
Termination of Employment and Change in Control Arrangements
Ms. Grace’s Severance Agreement
MS. SALKA’S EMPLOYMENT AGREEMENT
We are party to an employmenta severance agreement with Ms. Salka(the “Severance Agreement”), dated May 4, 2005, as amended February 6, 2008. The employment agreement providesNovember 28, 2022 providing that Ms. Salka will serve as our President and CEO. For her services in that capacity, Ms. Salka (1) receives a base salary that we may increase annually at our discretion, (2) is eligible to receive an annual bonus subject to meeting certain performance-based criteria, and (3) is eligible to participate in our equity plans, employee benefit plans and other benefits programs provided in the same manner and to the same extent as our other senior management. The term of Ms. Salka’s employment agreement ends May 4, 2019 and automatically renews unless a party gives notice 120 days prior to the expiration date that such party does not wish to extend the term of the employment agreement.
The employment agreement provides that Ms. SalkaGrace will receive severance benefits should (1) the Company terminate her employment without Cause(1), or (2) Ms. Grace resigns for Good Reason(2) (both deemed an “Involuntary Termination”). Benefits received under Ms. Grace’s severance agreement is conditioned upon the following three circumstances:
execution of a release of claims with terms and conditions set forth in the Company’s standard Covenant and General Release of All Claims.
(1) |
|
(B) an amount equal to the average of bonuses earned for the three most recent fiscal years (“Average Bonus”) by her (payable when bonuses are paid to our other executive officers).
|
|
Additionally, under each of the above scenarios, Ms. Salka and her eligible dependents are entitled to continue to participate for two years in our medical, life, dental and disability insurance plans to the extent such plans permit continued participation (with Ms. Salka continuing to pay premiums in respect of such coverage that she was paying prior to termination).
Under some circumstances, amounts payable under Ms. Salka’s employment agreement are subject to a full“gross-up” payment to make her whole if she is deemed to have received “excess parachute payments” under Section 4999 of the Code. The employment agreement has not been amended in recent years; however, 2009, we have committed to cease entering into employment agreements with taxgross-ups. Payment of all or a portion of the amounts set forth above may be delayed six months following her termination, if necessary to comply with the requirements of Section 409A of the Code. The employment agreement requires Ms. Salka to release any claims against us. The employment agreement also contains a confidentiality provision and a provision requiring Ms. Salka not to solicit our employees during its term and for a period of two years thereafter.
“Cause” is defined as (A) Executive’s failure to perform in any material respect his or her duties as an employee of the |
“Good Reason” is defined |
In the event of an Involuntary Termination, except due to a Change-in-Control(3), Ms. Grace’s severance benefits will include: (1) a one-time cash payment equal to the sum of (A) 2 times Ms. Grace’s then-current annual base salary and (B) a prorated portion of her Average Bonus (an amount equal to the average of the annual performance bonus payments received by Ms. Grace for the three most recent fiscal years (or such fewer number of fiscal years during which Ms. Grace was employed) and (2) reimbursement for COBRA health coverage for her health insurance for an 18-month period following the Involuntary Termination (or until such time as Ms. Grace becomes eligible for comparable coverage under another employer’s health plans, whichever is earlier), less her share of premiums.
“Change in |
58 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
promulgated under the Exchange Act) of a majority of the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors; |
If an Involuntary Termination occurs within one year of a Change in Control, Ms. Grace’s severance benefits will include (1) a one-time cash payment equal to 2.5 times her then-current annual base salary, (2) a one-time cash payment equal to 2.5 times her Average Bonus, (3) a one-time cash payment equal to a prorated portion of her Average Bonus, and (4) reimbursement for COBRA health
92 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
coverage for her health insurance for an 18-month period following the Involuntary Termination (or until such time as Ms. Grace becomes eligible for comparable coverage under another employer’s health plans, whichever is earlier), less her share of premiums.
Additionally, in the event of an Involuntary Termination, Ms. Grace’s long-term equity incentive compensation awards are entitled to accelerated vesting in certain circumstances and pursuant to the terms of such award agreements, as set forth below and in further detail in “Compensation Discussion and Analysis - Our 2023 Compensation Program and Results - Long Term Incentive Compensation” above.
The following table sets forth illustrative examples of the payments and benefits Ms. SalkaGrace would have received if any of the circumstances described above occurred as of December 31, 2017.2023.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS CHIEF EXECUTIVE OFFICER
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) (1) | Value of Accelerated Equity Awards ($) (2) | Tax Gross- Up ($) (3) | TOTAL ($) | ||||||||||||||||||
Termination of Employment by Us without Cause or by Ms. Salka for Good Reason Absent a Change in Control | 1,674,800 | 2,364,569 | 60,379 | - | - | 4,099,748 | ||||||||||||||||||
Death or Disability | 1,674,800 | 1,182,284 | 15,726 | - | - | 2,872,810 | ||||||||||||||||||
Termination of Employment by Us without Cause or by Ms. Salka for Good Reason with a Change in Control | 2,512,200 | 3,546,853 | 60,379 | 11,297,211 | 6,885,422 | 24,302,065 |
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($) | Tax Gross-Up ($) | Total ($) | ||||||
Termination of Employment by Us without Cause or by Ms. Grace for Good Reason Absent a Change in Control | 2,120,000 | 596,250 | 33,713 | 670,085(1) | — | 3,420,048 | ||||||
Termination of Employment by Us without Cause or by Ms. Grace for Good Reason with Change in Control | 2,650,000 | 1,490,625 | 33,713 | 3,132,136(2) | — | 5,882,100 |
(1) |
|
| |
(2) | Represents the value of full acceleration of unvested RSUs pursuant to the respective RSU grant agreements for the buy-out and sign-on awards. For the purpose of calculating the value of the vesting of the accelerated RSUs, we used $74.88, the closing price of our Common Stock on December |
|
EXECUTIVE OFFICER SEVERANCE AGREEMENTSExecutive Officer Severance Agreements
We areAs of December 31, 2023, we were party to executive severance agreements with (1)each of Mr. Knudson, Mr. Hagan and Ms. Jackson, dated May 4, 2005, as amended on March 8, 2006 and February 6, 2008, (2) Mr. Henderson, dated September 4, 2007, as amended February 6, 2008, and (3) Mr. Scott, dated January 24, 2011. The severance agreementsLaughlin which are all virtually identical and provide that the applicable named executive officer will receive severance benefits if we terminate his or her employment without “cause,”(1) or relocate his or her position to a locale beyond a50-mile radius of our current corporate headquarters the executive officer resigns for “good reason”(2) (in San Diego, California (in either case, an involuntary termination). Benefits received under our executive severance agreements are conditioned upon the execution of a release of claims with terms and conditions set forth in the Company’s standard Covenant and General Release of All Claims.
If an involuntary termination occurs, but not within one year of a “change in control” (defined as in
Ms. Salka’s employment agreement, see footnote 9,(as defined above), benefits include a cash payment equal to the applicable named executive officer’s then-current annual base salary, payment of a prorated portion of his or her Average Bonus and reimbursement for the COBRA health coverage for his or her health insurance for aone-year period (or until he or she becomes eligible for comparable coverage under another employer’s health plans, if earlier), less his or her share of premiums. If an involuntary termination occurs within one year of a change in control, the applicable named executive officer’s severance payment equals two times the sum of (A) his or her then-current annual base salary, plus (B) an amount equal to his or her Average Bonus. Each severance agreement contains a requirement that the named executive officer execute a general release in our favor as a condition to receiving the severance payments. In addition, the named executive officers can resign their employment for “good reason” after a “change in control” and generally receive the same severance benefits described in the preceding paragraph.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement59
(1) | “Cause” is defined as (A) Executive’s failure to perform in any material respect his or her duties as an employee of the Company, (B) violation of the Company’s Code of Business Conduct, Code of Ethics for Senior Financial Officers and Principal Executive Officer, and/or Securities Trading Policy, (C) the engaging by Executive in willful misconduct or gross negligence which is injurious to the Company or any of its affiliates, monetarily or otherwise, (D) the commission by Executive of an act of fraud or embezzlement against the Company or any of its affiliates, or (E) the conviction of Executive of a crime which constitutes a felony or any lesser crime that involves Company property or a pleading of guilty or nolo contendere with respect to a crime which constitutes a felony or any lesser crime that involves Company property. | |||||||
“Good Reason” for purposes of an involuntary termination not within one year after a “change in control” means the occurrence of any of the following events without the named executive officer’s express written consent: (i) a material reduction in the executive’s base salary or target annual bonus compensation unless such reduction is commensurate with reductions simultaneously made to similarly situated executives, (ii) the Company’s assignment to the executive of duties that are materially inconsistent and adverse to his or her position, or (iii) our relocation of the named executive officer’s principal place of employment to a locale that is more than fifty (50) miles from his or her principal place of employment immediately prior to the change in control; provided, however, that a relocation to the Company’s Dallas, Texas offices shall not trigger any severance obligation by the Company. On and after a “change in control,” “good reason” means the occurrence of any of the following events without the named executive officer’s express written consent: (i) a material reduction in his or her base salary or target annual bonus compensation as in effect on the date immediately prior to a change in control, (ii) the Company’s assignment to the named executive officer without his or her consent of duties materially and adversely inconsistent with the named executive officer’s position, duties or responsibilities as in effect immediately before the change in control, including, but not limited to, any material reduction in such position, duties or responsibilities, or a change in the named executive officer’s title or office, as then in effect, or any removal of the named executive officer from any of such positions, titles or offices, or (iii) our relocation of the named executive officer’s principal place of employment to a locale that is more than fifty (50) miles from his or her principal place of employment to a locale that is more than fifty (50) miles from his or her principal place of employment immediately prior to the change in control. |
2024 Proxy Statement | AMN Healthcare | 93 |
Executive Compensation
The following table sets forth illustrative examples of the payments and benefits Mr. Scott,Knudson, Mr. HendersonHagan, and Ms. JacksonLaughlin would have received if any of the circumstances described above occurred as of December 31, 2017.2023. Ms. Jackson is not reflected below as she retired as Chief Legal Officer of the Company on August 18, 2023 and as a result, would not be entitled to any payments as of the measurement date as the result of severance or a change in control. As discussed further in “Compensation Discussion and Analysis - Additional Compensation Practices - Other Compensation Elements - Retirement Benefits and Health Plans,” Ms. Jackson’s equity awards set forth in the “Outstanding Equity Awards at Fiscal Year End” table continue to vest because she was retirement eligible upon her separation from the Company.
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS OTHER EXECUTIVE OFFICERSJEFFREY R. KNUDSON
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | |||||
Involuntary Absent a Change in Control | 630,000 | 681,750 | 33,918 | 893,736 | 2,239,404 | |||||
Involuntary Within One Year of a Change in Control | 1,260,000 | 1,363,500 | 33,918 | 2,826,907 | 5,484,325 |
MARK C. HAGAN
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | |||||
Involuntary Absent a Change in Control | 550,000 | 695,600 | 33,918 | — | 1,279,518 | |||||
Involuntary Within One Year of a Change in Control | 1,100,000 | 1,391,200 | 33,918 | 3,132,137 | 5,657,255 |
WHITNEY M. LAUGHLIN
BRIAN M. SCOTT | ||||||||||||||||||||||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | TOTAL ($) | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | Total ($) | ||||||||||||||||||||
Involuntary Absent a Change in Control | 465,000 | 535,423 | 17,268 | - | 1,017,691 | 425,000 | 257,630 | 507 | — | 683,137 | ||||||||||||||||||||
Involuntary Within One Year of a Change in Control | 930,000 | 1,070,845 | 17,268 | 6,546,113 | 8,564,226 | 850,000 | 515,260 | 507 | 397,039 | 1,762,806 | ||||||||||||||||||||
RALPH S. HENDERSON | ||||||||||||||||||||||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | TOTAL ($) | |||||||||||||||||||||||||
Involuntary Absent a Change in Control | 465,000 | 517,498 | 7,863 | - | 990,361 | |||||||||||||||||||||||||
Involuntary Within One Year of a Change in Control | 930,000 | 1,034,995 | 7,863 | 6,546,113 | 8,518,971 | |||||||||||||||||||||||||
DENISE L. JACKSON | ||||||||||||||||||||||||||||||
Termination Reason | Cash Severance ($) | Bonus ($) | Benefits ($) | Value of Accelerated Equity Awards ($)(1) | TOTAL ($) | |||||||||||||||||||||||||
Involuntary Absent a Change in Control | 390,000 | 325,556 | 4,533 | - | 720,089 | |||||||||||||||||||||||||
Involuntary Within One Year of a Change in Control | 780,000 | 651,112 | 4,533 | 2,323,566 | 3,759,211 |
(1) |
|
94 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
CEO Pay Ratio
At AMN,As required by Item 402(u) of Regulation S-K, we are committed to internal pay equity and equal pay based on role, qualifications, experience and merit, without regard to any legally-protected classifications. We design our compensation programs to be consistent and internally equitable to motivate employees to continue to perform in ways that enhance shareholder value. To this end, our Compensation Committee monitorsproviding the relationship between the pay of our executive officers and the pay of ournon-executive employees taking into consideration the substantial amount of variable compensation that executives receive based on the Company’s performance. In 2017, 76% of our CEO’s compensation was at risk in the form of performance-based incentive cash and equity. A more
detailed description of our compensation practices can be found in the subsection entitled “Compensation Program Philosophy and Objectives” of the Compensation Discussion and Analysis section above and in the Company’s Executive Compensation Philosophy posted on the Company’s website athttp://amnhealthcare.investorroom.com/governance-guidelines.
In August 2015, the SEC adopted rules implementing the “CEO pay ratio” disclosure requirements that were mandated by Congress pursuant to the Dodd-Frank Act. The new rules require registrants to disclosefollowing information about the ratio of the median employee’s annual total compensation of our median employee to the CEO’s annual total compensation. Ourcompensation of our CEO, pay ratio is
Ms. Grace, for fiscal year 2023.
60 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
calculatedTo identify our median employee for fiscal year 2023, which we are required to do once every three years in accordance with the SEC’s finalSEC rules, regarding the CEO pay ratio disclosure requirements promulgated pursuantwe elected to Item 402(u) of RegulationS-K.
use December 31, 2023 to identify our employee population. As of October 27, 2017, which is the date we identified our employee population for the purposes of calculating our CEO pay ratio,December 31, 2023, we had approximately 2,87915,592 active employees, 3,647 of which were corporate employees. During the fourth quarteremployees and 11,945 of 2017, we had an average of (1) 9,234which were nurses, allied and other clinical healthcare professionals (2) 384as well as executive and clinical leadership interim staff, and (3) 349 medical coding professionals and case managers contractedother temporary or contingent employees. We refer to work for us. This doesour non-corporate employees listed above as our “healthcare professionals.” Our healthcare professionals do not include our locum tenens all of whom areclinicians, who were independent contractors and not our employees.as of December 31, 2023.
To identify our 2023 median employee, we examined the 2017 total cash and equity2023 W-2 compensation, as of December 31, 2023, for all full-time, part-time, temporary and seasonal employees, excluding our CEO and employees located in Costa Rica and Puerto Rico, and including the healthcare professionals mentioned above, as of October 27, 2017.above. Wages were annualized for full-time corporate employees thatwho were not employed by us for the entire calendar year. Compensation for our healthcare professionals was not annualized. Other than the foregoing, we did not make any assumptions, adjustments or estimates with respect to our employees’ total cash and equity compensation and used this consistently applied compensation measure to identify our median employee.
After identifying theWe calculated our median employee, we calculated his/heremployee’s annual total compensation using the same SEC rules we use for calculating the annual total compensation of our named executive officers, as set forth in the Summary Compensation Table above.
In 2017,2023, the annual total compensation of our median employee was $51,135.15,$73,812, and our CEO’s annual total compensation was $3,880,967,$6,660,480, of which $2,848,033$5,368,445 was variable compensation based on the performance of the Company. The resulting ratio of the annual total annual compensation of our median employee compared to the total annual compensation of our CEO in 20172023 was 76:90:1.
The SEC rules do not allow for companies to annualize compensation paid to temporary employees. OurAs mentioned above, our healthcare professionals, who comprise roughly 75%comprised more than 80% of our workforce in 2023, are temporary employees. Since we are unable to annualize thesecompensation for our healthcare professionals’ compensation,professionals, we do not believe that the above ratio accurately reflects our pay practices relative to the compensation of our CEO. We believe that measuring the compensation paid to our median corporate employee more accurately reflects our pay practices relative to the compensation of our CEO. In 2017,2023, the ratio of the annual total annual compensation of our median corporate employee compared to the annual total annual compensation of our CEO was 61:66:1.
The pay ratio was calculated in accordance with SEC rules based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company’s pay ratio as disclosed above.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement61
ADVISORY VOTE ON EXECUTIVE
COMPENSATION
Section 14A ofPay Versus Performance
In accordance with rules adopted by the Securities and Exchange Act, as amended byCommission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, orwe provide the “Dodd-Frank Act,” enablesfollowing disclosure regarding executive compensation for our shareholders to vote to approve, on an advisory(non-binding) basis, the compensation of our namedprincipal executive officers as disclosed(“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Talent and Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1),(2),(3) ($) | Compensation Actually Paid to Second PEO(1),(2),(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1),(2),(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | Net Income ($ Millions) | Pre-Bonus Adjusted EBITDA(5) ($ Millions) | |||||||||||
TSR ($) | Peer Group TSR ($) | |||||||||||||||||||
2023 | — | 6,660,480 | — | 3,630,680 | 2,044,022 | 623,319 | 120.17 | 124.34 | 211 | 583 | ||||||||||
2022 | 8,468,824 | 3,305,296 | 7,987,377 | 2,823,763 | 2,904,018 | 3,534,932 | 165.01 | 118.22 | 444 | 847 | ||||||||||
2021 | 9,472,551 | — | 22,502,459 | — | 2,972,826 | 3,451,653 | 196.32 | 147.19 | 327 | 660 | ||||||||||
2020 | 6,025,299 | — | 8,091,337 | — | 1,874,937 | 1,760,065 | 109.53 | 133.81 | 71 | 335 |
2024 Proxy Statement | AMN Healthcare | 95 |
Executive Compensation
(1) | Susan Salka was our PEO in 2020, 2021, and 2022. Cary Grace was our PEO in 2022 and 2023. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |
2020 | 2021 | 2022 | 2023 | |||
Brian M. Scott | Brian M. Scott | Jeffrey R. Knudson | Jeffrey R. Knudson | |||
Ralph S. Henderson | Christopher S. Schwartz | Mark Hagan | Mark Hagan | |||
Mark Hagan | Jeffrey R. Knudson | Denise Jackson | Denise Jackson | |||
Denise Jackson | Mark Hagan | Whitney Laughlin | ||||
Denise Jackson |
(2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs during the applicable year. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
(3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the amounts from the Stock Awards column set forth in the Summary Compensation Table. |
Year | Summary Compensation Table Total for Cary Grace ($) | Exclusion of Stock Awards for Cary Grace ($) | Inclusion of Equity Values for Cary Grace ($) | Compensation Actually Paid to Cary Grace ($) | |||
2023 | 6,660,480 | (4,772,195) | 1,742,395 | 3,630,680 |
Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | |||
2023 | 2,044,022 | (1,301,967) | (118,736) | 623,319 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Cary Grace ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Cary Grace ($) | Vesting-Date | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Cary Grace ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Cary Grace ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Cary Grace ($) | Total - Inclusion of Equity Values for Cary Grace ($) | ||||||
2023 | 2,479,423 | (458,523) | — | (278,505) | — | — | 1,742,395 |
Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | ||||||
2023 | 825,796 | (930,711) | — | (13,821) | — | — | (118,736) |
(4) | The Peer Group TSR set forth in this table utilizes the S&P Health Care Services Select Industry Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Health Care Services Select Industry Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
(5) | We determined Pre-Bonus Adjusted EBITDAto be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Pre-Bonus Adjusted EBITDA is a non-GAAP financial measure. More information on the calculation of Pre-Bonus Adjusted EBITDA and a reconciliation of 2023 net income to Pre-Bonus Adjusted EBITDA can be found at Exhibit A to this proxy statement. This performance measure may not have been the most important financial performance measure in prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
96 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR* |
2024 Proxy Statement | AMN Healthcare | 97 |
Executive Compensation
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Inc. Net Income |
98 | AMN Healthcare | 2024 Proxy Statement |
Executive Compensation
Relationship Between PEO and Other NEO Compensation Actually Paid and Pre-Bonus Adjusted EBITDA
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our Pre-Bonus Adjusted EBITDA during the four most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Pre-Bonus Adjusted EBITDA |
2024 Proxy Statement | AMN Healthcare | 99 |
Executive Compensation
Comparison of Cumulative TSR of AMN Healthcare Services Inc. and S&P Health Care Services Select Industry Index |
Tabular List of Most Important Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this proxy statement in accordance with the SEC’s rules. As previously disclosed, the Board has determined that it will hold an advisory vote on executive compensation on an annual basis, and the next shareholder advisory vote will occur attable are not ranked.
Pre-Bonus Adjusted EBITDA
Revenue
Adjusted EBITDA Performance
Relative TSR
100 | AMN Healthcare | 2024 Proxy Statement |
Proposal 3 | Ratification of the Appointment of Our Independent Registered Public Accounting Firm | ||
The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
The Audit Committee appointed KPMG LLP (“KPMG”) to serve as our 2018 Annual Meeting of Shareholders.
As described in detail in the CD&A section above, we design our executive compensation programs to, among other things, attract, motivate, and retain our named executive officers, who are critical to our success. Under these programs, we reward our named executive officersindependent registered public accounting firm for the Company’s successful performance, the achievement of specific annual, long-term and strategic goals, and the realization of increased value for our shareholders. The executive compensation packages paid to our named executive officers are substantially tied to our key business objectives and total shareholder return, to align with the interests of our shareholders.fiscal year ending December 31, 2024. The Board maintains oversight overproposes and recommends that the shareholders ratify this appointment.
Selection and Engagement of KPMG as Our Independent Registered Public Accounting Firm
KPMG served as our executive pay programs and adheresprincipal independent registered public accounting firm for 2023. We expect representatives from KPMG to the highest level of corporate governance with their design. To this end, they closely monitor evolving best practices, including the compensation programs and pay levels of executives at peer companies to ensure that our compensation programs do not fall outside of the normal range of relevant market practices.
We have two shareholder approved incentive plans that we use to motivate, retain and reward our executives. These cash and equity plans make up a majority of the pay we provide to our executives. As a result of thispay-for-performance focused structure, our named executive officers generally realized an amount
significantly above their target compensation from 2015 -2017. During this three year period, our Common Stock price appreciated165% on a cumulative basis during the three-year period ended December 31, 2017, and we delivered strong financial and operational results. We believe our performance pay structure appropriately incents executives without excessive risk. In 2017, the Compensation Committee continued to emphasize its philosophy of pay for performance by utilizing TSR PRSUs and AEBITDA PRSUs.
We ask that you support the compensation of our named executive officers as disclosed in our CD&A and the accompanying tables contained in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolutionbe present at the Annual Meeting:Meeting. They will be given the opportunity to make a statement if they so desire and are expected to be available to respond to any appropriate questions.
“RESOLVED, thatFactors Considered for Re-Engagement of KPMG
The Audit Committee annually reviews KPMG’s qualifications, performance and independence in connection with its determination as to whether to re-engage KPMG. In conducting its review the Company’s shareholders approve, on an advisory basis,Audit Committee considered, among other things:
●The benefits of a longer-tenured auditor, including enhanced audit quality due to institutional knowledge, continuity and avoidance of switching costs as well as no disruption of non-audit workflows ●KPMG’s past performance on the Company’s audit, including the quality of communications with the Audit Committee ●KPMG’s robust independence controls and objectivity, including KPMG’s rigorous internal processes for monitoring and maintaining independence and professional skepticism and objectivity displayed in reports | ●KPMG’s professional qualifications, including the professional qualifications of the lead audit partner and other engagement partners ●KPMG’s depth and breadth of understanding of our industry and our business model and related accounting practices | ●Appropriateness of KPMG’s fees supported by peer and industry benchmarking ●Impact of rotating audit firms, including inefficiencies and related increased costs of hiring a new independent registered public accounting firm |
102 | AMN Healthcare | 2024 Proxy Statement |
Audit Committee Matters
Audit fees, Audit-Related fees, Tax fees and all other fees
The following sets forth the compensationfees incurred for audit services and the fees incurred for audit-related, tax and all other services rendered by KPMG for each of the named executive officers, as disclosed in the Company’s proxy statement for the 2018 Annual Meeting of Shareholders pursuantlast two years:
2023 ($) | 2022 ($) | ||
Audit Fees(1) | 2,538,500 | 2,430,890 | |
Audit-Related Fees(2) | 45,680 | 21,683 | |
Tax Fees(3) | 332,129 | 362,218 | |
All Other Fees | — | — |
(1) | Audit fees in 2023 consist of fees for professional services rendered in connection with the (i) annual audits of our consolidated financial statements, and the effectiveness of internal control over financial reporting; (ii) reviews of the interim consolidated financial statements included in quarterly reports; and (iii) Consent of Independent Registered Public Accounting Firm related to the filing of our Registration Statement on Form S-8 filed on July 20, 2023. |
(2) | Audit-related fees in 2023 consist principally of fees not reported under the “Audit Fees” heading, including fees in respect of accounting consultations. |
(3) | Tax fees in 2023 consist of professional services rendered primarily relating to consultations in connection with research and development credits, an audit of the Company by the California State Franchise Tax Board and state sales and use tax compliance as well as other tax-related consulting services. |
Pursuant to the compensation disclosure rulesAudit Committee Charter, it is the policy of the SecuritiesAudit Committee to review in advance and grant any appropriate pre-approvals of all auditing services to be provided by the independent registered public accounting firm and all non-audit services to be provided by the independent registered public accounting firm as permitted by Section 10A of the Exchange Commission, includingAct, and in connection therewith, to approve all fees and other terms of engagement. In 2022 and 2023, the Compensation Discussion and Analysis, Summary Compensation Table andAudit Committee approved all fees billed by KPMG prior to the other related tables and narrative disclosure.”engagement.
Because your vote is advisory, it will not bind us,Report of the CompensationAudit Committee or our Board. However, our Board and our Compensation Committee value the opinions of our shareholders and will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs and policies.
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62 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Management is responsible for the Company’s financial reporting process, including establishing and maintaining disclosure controls and procedures, establishing and maintaining internal control over financial reporting, evaluating the effectiveness of disclosure controls and procedures, evaluating and expressing an opinion on the effectiveness of internal controlcontrols and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.
KPMG LLP (“KPMG”) is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to monitor, evaluate and oversee these processes. The Audit Committee members are not employees of the Company and are not professional accountants or auditors. The Audit Committee’s primary purpose is to assist the Board to fulfill its oversight responsibilities by reviewing the financial information provided to shareholders and others, the systems of internal controls that management has established to preserve the Company’s assets, and the audit process.process, including the review of critical audit matters with the Company’s independent registered accounting firm, and technology-related risks, including cybersecurity risks. It is not the Audit Committee’s duty or responsibility to conduct auditing or accounting reviews or procedures or to determine that the Company’s financial statements are complete and accurate and in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has reviewed and discussed the audited financial statements with management. In giving the Audit Committee’s recommendation to the Board, it has relied on management’s representations that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America and on the representations of the independent registered public accounting firm, KPMG, included in its report on the Company’s consolidated financial statements.
The Audit Committee is responsible for the appointment, subject to shareholder ratification, of the Company’s independent registered public accounting firm. The
members of the Audit Committee are independent as defined by Section 303A of the NYSE Listed Company Manual.
2024 Proxy Statement | AMN Healthcare | 103 |
Audit Committee Matters
In this context, the Audit Committee has reviewed and discussed with management, management’sits report on the effectiveness of the Company’s internal control over financial reporting as well as KPMG’s report related to its audit of (i) the consolidated financial statements; and (ii) the effectiveness of internal control over financial reporting. The Audit Committee has discussed with KPMG the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received from KPMG the written disclosures and the letter from the independent registered accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence and has discussed with KPMG its independence. The Audit Committee also considered whether KPMG’s provision ofnon-audit services to the Company is compatible with KPMG’s independence. KPMG advised the Audit Committee that KPMG was and continues to be independent accountants with respect to the Company.
The Audit Committee discussed with KPMG the overall scope and plans for its audits. The Audit Committee has met with KPMG, with and without management present, to discuss the results of its audits, the evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting.
Based upon the Audit Committee’s discussions with management and KPMG, the Audit Committee’s review of the representations of management and the report of KPMG to the Audit Committee, the Audit Committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 20172023 filed with the SEC.
Audit Committee Members
MARK G. FOLETTA
Financial Expert
TERI G. FONTENOT
Financial Expert
DAPHNE E. JONES
Financially Literate
JORGE A. CABALLERO
Financial Expert
104 | AMN Healthcare | 2024 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 | |||
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement63
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. | ||||||||
RATIFICATION OF THE SELECTION OF OUR INDEPENDENT PUBLIC ACCOUNTING FIRM
The Audit Committee appointed KPMG LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2018. The Board proposes and recommends that the shareholders ratify this appointment.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG served as our principal independent registered public accounting firm for 2017. We expect representatives from KPMG to be present atAt the Annual Meeting. TheyMeeting, our shareholders will be given the opportunityasked to make a statement if they so desireapprove an amendment and are expected to be available to respond to any appropriate questions. The following sets forth the fees paid or accrued for audit services and the fees paid for audit-related, tax and all other services rendered by KPMG for eachrestatement of the last two years:
Audit Fees
KPMG billed $1,733,953Amended and $1,885,000 for audit fees in 2017 and 2016, respectively. Audit fees consistRestated Certificate of fees for professional services rendered in connection with the (i) annual audits of our consolidated financial statements, and the effectiveness of internal control over financial reporting and (ii) reviews of the interim consolidated financial statements included in quarterly reports.
Audit-Related Fees
KPMG billed $142,256 and $504,486 for audit-related services in 2017 and 2016, respectively. Audit-related
fees consist principally of fees not reported under the “Audit Fees” heading, including fees primarily related to accounting consultations.
Tax Fees
KPMG billed (1) $462,035 in 2017 for professional services rendered primarily relating to consultations related to an auditIncorporation of the Company by the Internal Revenue Service and tax consultations primarily related(the “Charter”) to research and development credits, and (2) $408,122 in 2016provide exculpation from liability for professional services rendered primarily relating to consultations related to an auditcertain officers of the Company from certain claims of breach of the fiduciary duty of care, similar to protections currently available to directors of the Company. This description of the proposed amendment and restatement of the Charter is a summary and is qualified by the Internal Revenue Service, tax consultations relatedfull text of the proposed Second Amended and Restated Certificate of Incorporation of the Company, which is attached to researchthis proxy statement as Exhibit B and development creditsis marked to show the changes described herein (the “Charter Amendment”).
Any repeal or modification of the foregoing provision shall not adversely affect any right or protection of a Director or Officer of the Company existing at the time of such repeal or modification.
Background
The Company is incorporated in the State of Delaware andtax-related acquisition and integration matters.
All Other Fees
We did not incur any other fees billed by KPMG in 2017 or 2016.
Pursuant therefore subject to the Audit Committee Charter, it isDelaware General Corporation Law (“DGCL”). The DGCL permits Delaware corporations to limit or eliminate the policydirectors’ personal liability for monetary damages resulting from a breach of the Audit Committeefiduciary duty of care, subject to reviewcertain limitations such as prohibiting exculpation for intentional misconduct or knowing violations of the law. These provisions are referred to as “exculpatory provisions” or “exculpatory protections.” Similar exculpatory provisions for directors are currently included in advance,the Charter.
Effective August 1, 2022, the State of Delaware enacted legislation that permits Delaware corporations to provide similar exculpatory protections for officers. This decision was due in part to the recognition that both officers and grant anydirectors owe fiduciary duties to corporations, and yet only directors were protected by the exculpatory provisions. In addition, Delaware courts experienced an increase in litigation in which plaintiffs attempted to exploit the absence of protection for officers to prolong litigation and extract settlements from defendant corporations. As adopted, amended Section 102(b)(7) of the DGCL protects officers from personal monetary liability under limited circumstances as explained below.
2024 Proxy Statement | AMN Healthcare | 105 |
Officer Exculpation
Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)
As amended, Section 102(b)(7) of the DGCL provides important conditions and limitations on a corporation’s exculpation of its officers for monetary damages from breaches of fiduciary duty.
● | Exculpation is only available for breaches of the fiduciary duty of care. |
● | Exculpation is not available for breaches of the fiduciary duty of loyalty to the corporation or its stockholders (which requires officers to act in good faith for the benefit of the corporation and its stockholders and not for personal gain). |
● | Exculpation is not available for acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law. |
● | The protections of Section 102(b)(7) are limited to monetary damages only, so that claims against officers for equitable relief are available. |
● | Exculpation is not available in connection with derivative claims on behalf of the corporation by a stockholder. |
Reasons for the Proposal
The Board believes that eliminating personal monetary liability for officers under certain circumstances is reasonable, appropriatepre-approvals and consistent with similar limitations for directors. Delaware corporations that fail to adopt officer exculpation provisions may experience a disproportionate amount of all auditing servicesnuisance litigation, as well as diversion of management attention from the business of the corporation.
Further, the Board anticipates that similar exculpation provisions are likely to be providedadopted by the independent registered public accounting firmCompany’s peers and allnon-audit servicesothers with whom the Company competes for executive talent. As a result, officer exculpation provisions may become necessary for Delaware corporations to attract and retain experienced and qualified corporate officers.
A Delaware corporation seeking to extend the benefits of the newly amended Section 102(b)(7) to its corporate officers must amend its certificate of incorporation, as the protections do not apply automatically and must be embedded in the corporation’s certificate of incorporation to be provided byeffective. Accordingly, the independent registered public accounting firm as permitted by Section 10A of the Exchange Act, and in connection therewith, to approve all fees and other terms of engagement. In 2016 and 2017, the Audit Committee approved all fees billed by KPMG prior to the engagement.
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64 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
SHAREHOLDER PROPOSAL
The Company has been advised that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, who has indicated he is a beneficial owner of at least $2,000 in market value of AMN’s Common Stock, intends to submit the following proposal at the Annual Meeting.
AMN is not responsible for the accuracy or content of this shareholder proposal, which is presented as received from the proponent in accordance with SEC rules.
“Proposal 4 – Special Shareowner Meeting Improvement
Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting. This includes removing any condition like “continuously for a period of at least one year” that was in our bylaws.
More than 100 Fortune 500 companies enable shareholders to call special meetings and to act by written consent. A shareholder right to call a special meeting and to act by written consent and are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. AMN Healthcare shareholders do not have the full right to call a special meeting that is available under Delaware law. Also AMN bylaws have an objectionable provision that a special shareholder meeting can be a shadowy telephonic ‘meeting.’
Any claim that a shareholder right to call a special meeting can be costly – may be largely moot. When shareholders have a good reason to call a special meeting – our board should be able to take positive responding action to make a special meeting unnecessary.
Please vote to improve our limited right to call a special shareholder meeting:Special Shareowner Meetings Improvement – Proposal 4”
The Board of Director’s Statement in Opposition
The Board has considered the proponent’s proposal to reduce the threshold to call a special meeting fromthe current 20% threshold to 10%determined it advisable and doesnot find it to be in the best interests of ourthe Company and its shareholders to seek shareholders’ approval for the following reasons:(1) this rightCharter Amendment.
Effect of the Proposal if Approved
The Charter Amendment would provide for the elimination of personal monetary liability for certain officers only in connection with direct claims brought by shareholders, subject to the limitations described under the heading “Conditions and Limitations to Exculpation under DGCL Section 102(b)(7)” above. As is already providedthe case with no material restrictions, (2)directors under the Charter, the Charter Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or any transaction from which the officer derived an improper personal benefit.
If the Charter Amendment is approved by the shareholders have an additional rightat the Annual Meeting, it will become effective upon the filing of the Charter Amendment with the Secretary of State of Delaware. In accordance with the DGCL, however, the Board may abandon the Charter Amendment without further action by the stockholders at any time prior to actthe effectiveness of the filing of the Charter Amendment with the Secretary of State of Delaware, notwithstanding shareholder approval. If the Charter Amendment is not approved by written consent; (3) our Bylaws dothe shareholders at the Annual Meeting, it will not contain anti-takeover provisions,be filed with the Secretary of State of Delaware and we are committed to, and are recognized for, our commitment towill not become effective, corporate governance, and (4) reducing the threshold from 20% to 10% would allow a small minority to create a financial and administrative burden on the majority of our shareholders and the Company.Charter will remain unchanged.
Over the past two years, we have formally engaged with our shareholders to discuss our corporate governance practices, and we have received positive feedback for allowing shareholders representing 20% of our common stock (in the aggregate) the right to call a special meeting, which has been noted as a corporate governance best practice. The Board’s deliberations with respect to this proposal reflect the outcomes of these discussions. Your Board recommends that you voteAGAINST Proposal 4.
Our shareholders currently have a meaningful right to call a special meeting that strikes a balance for the best interests of all shareholders
The Board supports a reasonable threshold for providing shareholders the right to call a special meeting, which is why our Bylaws currently allow holders of 20% of our outstanding common stock (in the aggregate) to call a special meeting with no material restrictions and to act by written consent. Our current threshold of 20% was carefully considered by our Board and designed to strike a balance between assuring that shareholders have the ability to call a special meeting, while protecting against the risk that a small minority, including those with special interests, could trigger the heavy expenses and distractions from the business to convene a special meeting, to pursue matters that are not widely viewed, unnecessary to require immediate attention, or for reasons that may not be in the best interests of AMN or our shareholders as a whole.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement65
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2024 Proxy Statement |
With the Company’s current shareholder composition, adoptionTable of a 10% threshold would allow a single shareholder to call a special meeting. Given this potential, many companies have not adopted a provision that offers shareholders this right at all. Of all the S&P 500 and Russell 3000 companies that actually offer a special shareholder meeting right, approximately 78% and 74%, respectively, have a provision that is equivalent to, or more restrictive, than ours.Contents
The Company is committed to engaging with shareholders and upholding corporate governance best practices
We strive to be a leader in corporate governance best practices and implemented a formal outreach program where we regularly elicit the views of investors on topics such as this (see “Overview of Our Corporate Governance Program” on page 15 and “Our 2017 Shareholder Outreach Summary” on page 16 of this Proxy Statement for further details).
The Board believes that the Company’s commitment to ongoing and consistent dialogue with shareholders, combined with the following corporate governance practices, sufficiently serves to protect AMN’s shareholders without the unnecessary risks and expenses associated with a 10% special meeting threshold: (1) “proxy access” access right to nominate directors, (2) annual director elections, (3) no staggered board, (4) no poison pill provisions, (5) no supermajority voting provisions and (6) shareholders’ existing right to call special meetings and act by written consent with no material restrictions. The Board’s position is underpinned by the Company’s commitment to, and maintenance of, the highest corporate governance QualityScore ranking available under the “Shareholder Rights” pillar designed by Institutional Shareholder Services’ (ISS) to assist investors in reviewing quality factors and assessing risk. For all the above reasons, among others, the proponent’s proposed 10% threshold for shareholders to convene a special meeting is neither necessary nor in shareholders’ best interest.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THE
SHAREHOLDER PROPOSAL
66 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
SECURITY OWNERSHIP AND OTHER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the Record DateFebruary 21, 2024 regarding (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our Common Stock, (ii) each director and director nominee of the Company, (iii) the named executive officers and (iv) all executive officers and directors as a group. Except as otherwise indicated, each person has sole voting and dispositive power with respect to such shares.
Beneficial ownership includes shares for which a person, directly or indirectly, has or shares voting or investment power, or both, and also includes shares that each such person or group had the right to acquire within 60 days following the Record Date,February 21, 2024, including upon the exercise of options or warrants. Where applicable, we calculate the percentage of Common Stock beneficially owned by including the number of shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following the Record DateFebruary 21, 2024 in both the numerator and the denominator.
Name | Number of Shares of Common Stock Beneficially Owned | Percent of Class | ||||||
BlackRock, Inc. (1) | 5,934,876 | 12.41 | % | |||||
The Vanguard Group (2) | 4,451,649 | 9.31 | % | |||||
Susan R. Salka (3) (4) | 402,109 | * | ||||||
R. Jeffrey Harris (4) (5) | 129,008 | * | ||||||
Andrew M. Stern (7) | 91,621 | * | ||||||
Michael M.E. Johns, M.D.(8) | 90,708 | * | ||||||
Paul E. Weaver (4) (6) | 89,287 | * | ||||||
Martha H. Marsh (4) (9) | 83,105 | * | ||||||
Brian M. Scott (10) | 68,865 | * | ||||||
Douglas D. Wheat (11) | 38,103 | * | ||||||
Mark G. Foletta (12) | 31,487 | * | ||||||
Denise L. Jackson (10) | 26,952 | * | ||||||
Ralph S. Henderson (10) | 21,833 | * | ||||||
All directors, director nominees and executive officers as a group | 1,073,078 | 2.18 | % |
Name | Number of Shares of Common Stock Beneficially Owned (1) | Percent of Class | |||
BlackRock, Inc.(2) | 6,388,559 | 16.9 | % | ||
The Vanguard Group(3) | 4,251,271 | 11.25 | % | ||
Boston Partners(4) | 2,798,656 | 7.41 | % | ||
R. Jeffrey Harris(5) | 88,016 | * | |||
Martha H. Marsh(6) | 56,029 | * | |||
Douglas D. Wheat(7) | 37,942 | * | |||
Mark G. Foletta(8) | 34,351 | * | |||
Denise L. Jackson(9) | 26,089 | * | |||
Mark C. Hagan(9) | 28,049 | * | |||
Jeffrey R. Knudson(9) | 20,853 | * | |||
Daphne E. Jones(10) | 11,619 | * | |||
Teri G. Fontenot(11) | 9,460 | * | |||
Sylvia Trent-Adams(12) | 6,475 | * | |||
Jorge A. Caballero(13) | 3,576 | * | |||
Cary Grace(9) | 9,678 | * | |||
Whitney M. Laughlin(9) | 13,627 | * | |||
All current directors, director nominees and executive officers as a group | 350,556 | * |
* | Less than 1%. |
(1) | In accordance with our policy, directors and named executive officers are not permitted to pledge, hypothecate or otherwise place liens on any equity securities of the Company that they own (or to engage in any hedging transactions involving our equity securities). Accordingly, no shares of Common Stock identified as beneficially owned in this table by our named executive officers and directors are pledged as security. |
(2) | Of the |
Of the |
2024 Proxy Statement | AMN Healthcare | 107 |
Security Ownership and Other Matters
Of the 2,798,656 shares of Common Stock Boston Partners beneficially owns, it has sole voting power over 2,139,532 shares of Common Stock, shared voting power over 957 shares, sole dispositive power over 2,798,656 shares and shared dispositive power over 0 shares. Boston Partners’ address is One Beacon Street 30th FL, Boston, MA 02108. Ownership amount and other information contained in this table and accompanying footnote for Boston Partners., including voting power and dispositive power information, are based solely on information contained in the Schedule 13G filed by Boston Partners with the SEC on February 13, 2024. | |
(5) | Includes (A) |
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement67
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Director | # of Vested SARs on the Record | SAR Grant Price Range ($) | ||||||
R. Jeffrey Harris | 16,448 | 6.00 to 8.83 | ||||||
Martha H. Marsh | 5,397 | 5.32 | ||||||
Paul E. Weaver | 16,448 | 6.00 to 8.83 |
Additionally, in accordance with our policy, directors and named executive officers are not permitted to pledge, hypothecate or otherwise place liens on any equity securities of the Company that they own (or to engage in any hedging transactions involving our equity securities). Accordingly, no shares of Common Stock identified as beneficially owned in this table by our named executive officers and directors are pledged as security.
Includes (A) |
Includes (A) |
Includes (A) |
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(9) | All shares of Common Stock reflected in this row are owned directly by the |
(10) | Includes (A) 7,799 shares of Common Stock owned directly by Ms. Jones and (B) 3,820 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 21, 2024, which consist of (i) 2,189 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (ii) 1,681 shares of Common Stock underlying RSUs that will vest within 60 days of February 21, 2024 on April 19, 2024. |
(11) | Includes (A) 2,826 shares of Common Stock owned directly by Ms. Fontenot and (B) 6,634 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 21, 2024, which consist of (i) 4,953 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (ii) 1,681 shares of Common Stock underlying RSUs that will vest within 60 days of February 21, 2024 on April 19, 2024. |
(12) | Includes (A) 3,597 shares of Common Stock owned directly by Dr. Trent-Adams and (B) 2,878 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 21, 2024, which consist of (i) 1,197 shares of Common Stock underlying vested RSUs for which receipt has been deferred until her separation from service and (ii) 1,681 shares of Common Stock underlying RSUs that will vest within 60 days of February 21, 2024 on April 19, 2024. |
(13) | Includes (A) 437 shares of Common Stock owned directly by Mr. Caballero and (B) 3,139 shares of Common Stock deemed to be beneficially owned by reason of the right to acquire such shares within 60 days following February 21, 2024, which consist of (i) 1,458 shares of Common Stock underlying vested RSUs for which receipt has been deferred until his separation from service and (ii) 1,681 shares of Common Stock underlying RSUs that will vest within 60 days of February 21, 2024 on April 19, 2024. |
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
Section 16(a) of the Exchange Act generally requires our directors, executive officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Directors, executive officers and shareholders who own greater than 10% shareholdersof our Common Stock are required by SEC rules to
furnish us with copies of Section 16(a) forms they file. WeBased solely on a review of the copies of such reports filed electronically with the SEC, we believe that all of our directors, named executive officers and greater than 10% beneficial owners complied with all filing requirements applicable to them in 2017.
2023, except for one Form 4 filing to report one transaction of RSUs being granted to Ms. Grace, which was filed late due to an administrative error.
68 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
Shareholder Proposals for the 20192025 Annual Meeting of Shareholders
From time to time, shareholders present proposals, which may be proper subject for inclusion in the proxy statement and for consideration at the next annual meeting of shareholders. Any shareholder who desires to bring a proposal at our 20192025 Annual Meeting of Shareholders without including such proposal in our proxy statement must deliver written notice thereof to our Corporate Secretary not before December 19, 201820, 2024 and not later than January 18, 2019.19, 2025. We must receive shareholder proposals intended to be included in the 20192024 proxy statement no later than November 8, 2018.5, 2024.
The shareholder proposals must comply with the requirements of Rule14a-8 promulgated by the SEC under the Exchange Act.
108 | AMN Healthcare | 2024 Proxy Statement |
Security Ownership and Other Matters
If a shareholder proposal is not properly submitted for inclusion in the 20192025 proxy statement pursuant to the requirements described above (but otherwise complies with the advanced notice provisions of our Bylaws), management will be permitted to vote proxies in its discretion if it advises shareholders in the 20192025 proxy statement about the nature of the matter and how management intends to vote on such matter.
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 Exchange Act to our Corporate Secretary no later than February 18, 2025.
Annual Report
Shareholders will receivehave access to, together with this proxy statement a copy of our Annual Report including the financial statements set forth in our annual report onForm 10-K, as filed with the SEC for the fiscal year ended December 31, 20172023 and certain exhibits thereto.
Shareholders may request additional copies by sending a written request to AMN Healthcare Services, Inc., 12400 High Bluff Drive,2999 Olympus Blvd., Suite 100, San Diego, California 92130,500, Dallas, Texas 75019, Attn: Denise L. Jackson,Whitney M. Laughlin, Chief Legal Officer and Corporate Secretary.
Delivery of Proxy Statement, Annual Report or Notice of Internet Availability
We may satisfy SEC rules regarding delivery of our proxy materials, including our proxy statement, or delivery of the Notice of Internet Availability of Proxy Materials (the “Notice”) by delivering a single copy of these documents to an address shared by two or more shareholders. This process is known as “householding.” To the extent we have done so, we have delivered only one set of proxy materials or one Notice, as applicable, to shareholders who share an address with another shareholder, unless contrary instructions were received prior to the mailing date.
We undertake to deliver promptly upon written or oral request a separate copy of our proxy statement, our annual report and/or our Notice, as requested, to a shareholder at a shared address to which a single copy of these documents was delivered. To make such a request, please contact our Secretary at the address
set forth in the section immediately above entitled “Annual Report” or by calling our offices at866-871-8519. If your Common Stock is held by a brokerage firm or bank and you prefer to receive separate copies of our proxy statement, our annual report, or the Notice, either now or in the future, please contact your brokerage or bank. If your brokerage or bank is unable or unwilling to assist you, please contact us as indicated above.
Shareholders sharing an address who are receiving multiple copies of proxy materials and who want to receive a single copy of our annual reports, proxy statements and/or our Notices may do so by contacting our Secretary at the address set forth in the section immediately above entitled “Annual Report” or by calling our offices at866-871-8519.
The Board does not know of any other matter that will come before the Annual Meeting other than those described in this proxy statement. If any other matters properly come up before the Annual Meeting, the persons named in the form of proxy intend to vote all proxies in accordance with their judgment on such matters.
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement69
2024 Proxy Statement | AMN Healthcare | |||||||
Information RequiredWhen And Where Is The Annual Meeting?
Our 2024 Annual Meeting will be held virtually on Wednesday, April 19, 2024, 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 Does AMN Use It?
We are making the proxy solicitation materials available to Haveour shareholders electronically via the Internet under the Notice and Access rules and regulations of the SEC. On or about March 5, 2024, we will mail to our shareholders the Notice in lieu of mailing a Nomineefull set of proxy materials. Accordingly, our proxy materials are first being made available to our shareholders on or about March 5, 2024. 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 Shareholder Consideredprinted 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. Electronic delivery decreases costs, expedites distribution, and reduces our environmental impact. Sustainability is an important component of our ESG strategy, and we encourage shareholders to take advantage of the Corporate Governance Committeeavailability 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 Electionrequesting such materials.
Why Am I Receiving These Proxy Materials?
We are providing these proxy materials in connection with the solicitation of proxies on behalf of our Board for use at the 2019Annual 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 of Shareholders
To havewill be voted as specified. You may specify your choices by marking the appropriate boxes on your proxy card. If a nominee considered byproxy card is dated, signed, and returned without specifying choices, the Corporate Governance Committee for election at the 2019 Annual Meeting of Shareholders, a shareholder must submit the recommendationproxies will be voted in accordance with the information set forth below in writing to our Secretary at our corporate headquarters no later than January 18, 2019 and no sooner than December 19, 2018.
The name and addressrecommendations of the candidate; and
A brief biographical description of the candidate, including the candidate’s occupation for at least the last five years, and a statement of the qualifications of the candidate taking into account the qualifications requirementsBoard 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 Guidelines as well as: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.
What Is Included In The Proxy Materials?
Our proxy materials include:
● | |
● | This proxy statement, and |
● | Our 2023 Annual Report including the |
If you receive a paper copy of these materials by mail, the proxy materials will also include a proxy card.
110 | AMN Healthcare | 2024 Proxy Statement |
General Information
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 have retained Morrow Sodali LLC, a proxy solicitation firm, to assist us in soliciting proxies and have agreed to pay them a fee of $9,500 for these services, plus reasonable out-of-pocket expenses.
Who Is Entitled To Vote At The Annual Meeting?
In accordance with our Bylaws, the Board has fixed the close of business on February 21, 2024 (the “Record Date”), as 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 37,888,539 shares of common stock. 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 |
● | To approve, by non-binding advisory vote, the compensation paid to our named executive officers, |
● | To ratify the appointment of KPMG LLP as |
● | 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, and |
● | To transact such other business, including consideration of a shareholder |
What Constitutes A Quorum?
To carry on the business of the Annual Meeting, we must have a quorum. Under our Bylaws, the presence in person or by proxy of the holders of a majority of all outstanding shares of stock entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes (described below) will be counted for purposes of calculating whether a quorum is present at the Annual Meeting.
What Is The Vote Required For Each Proposal And What Are My Choices?
Proposal | Vote Required | Broker Discretionary Voting Allowed | ||
Proposal 1: Election of eight directors | Majority of the | No | ||
Proposal 2: Advisory vote to approve the compensation paid to our named executive officers | Majority of the shares entitled to vote and | No | ||
Proposal 3: Ratification of the appointment of our independent registered public accounting firm for fiscal year 2024 | Majority of the shares entitled to vote and present or represented by proxy | Yes | ||
Proposal 4: Approval of | Majority of the | No |
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 during our virtual Annual Meeting 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. Abstentions will not affect the outcome of the vote on Proposal 1.
2024 Proxy Statement |
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General Information
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 Governance and Compliance 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 Governance and Compliance 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:
● | FOR: the election of the |
● | FOR: the |
● | FOR: the approval, by non-binding advisory vote, of the compensation paid to our named executive officers, |
● | FOR: the approval of 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. |
How Do I Vote My Shares?
ONLINE | CALL | |||
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AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy StatementA-1
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We may require any shareholder nominee to furnish such other information as we may reasonably require to determine the eligibility of the shareholder nominee to serve as one of our directors.
A-2 AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy Statement
If you are a beneficial owner and your shares are held through a broker, you should follow the instructions 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, as applicable. You may vote your shares beneficially held through your broker in person if you attend the Annual Meeting and you obtain a valid proxy card from your broker giving you the legal right to vote the shares at the Annual Meeting.
112 | AMN Healthcare | 2024 Proxy Statement |
EXHIBIT B TO PROXY STATEMENTGeneral Information
What Is The Difference Between Shareholder Of Record And Beneficial Owner?
Shareholder 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 NYSE, your broker or nominee does not have discretion to vote your shares on non-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 behalf of their clients when voting instructions are not furnished by their clients.
What Is The Effect Of A Broker Non-Vote?
Brokers or other nominees who hold shares for a beneficial owner have the discretion 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 broker non-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. Broker non-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 to certain proposals. Accordingly, a broker non-vote will not impact our ability to obtain a quorum nor will it impact any vote that requires a majority of the votes cast (Proposals 1) or any proposal that requires the majority of the shares entitled to vote and present or represented by proxy (Proposals 2 and 3). However, a broker non-vote will have the same effect as an AGAINST on Proposal 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 be 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 11:59 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.
2024 Proxy Statement | AMN Healthcare | 113 |
General Information
How Do I Attend The Virtual Annual Meeting?
Our Annual Meeting will be held virtually on Friday, April 19, 2024, at 8:30 a.m. Central Time. Shareholders may sign-in to the virtual Annual Meeting starting at 8:15 a.m. (Central Time) by going to www.virtualshareholdermeeting.com/AMN2024. To register and attend the virtual Annual Meeting, you will need the control number included on your notice or proxy card voting instruction form or electronic notification. If you hold your shares through a securities broker (i.e., in “street name”), you should have received your notice or proxy card from your broker with your 16-digit control number. Only valid shareholders as of the record date, or their proxy holders, will be able to register for the meeting to participate and vote. The virtual Annual Meeting will start promptly at 8:30 a.m. (Central Time).
Will There Be A Question And Answer Session?
Yes, as part of our virtual Annual Meeting, we will hold a Q&A session to allow shareholders the opportunity to ask questions similar to an in-person meeting. Once you have entered the virtual Annual Meeting platform, you will be able to type and submit your questions by using the applicable field provided in the web portal before the polls close. You or your proxy holder may participate, vote and ask questions at the virtual Annual Meeting subject to our Annual Meeting rules and procedures. We will post the Rules for Conduct of Meeting to our Investor Relations website at https://ir.amnhealthcare.com no later than one week prior to the Annual Meeting date of April 19, 2024 and will also make them available during the Annual Meeting through the virtual meeting platform. Only shareholders as of the record date or their proxy holders will be permitted to ask questions.
To make our virtual Annual Meeting more efficient, questions may be summarized and/or grouped topically for response and may also be omitted if inappropriate, not germane to the meeting agenda or in violation of any other rules and procedures, including, without limitation, our Annual Meeting Rules of Conduct. Any questions that comply with the Annual Meeting rules and procedures and are not addressed during the meeting will be published and answered as soon as practicable following the meeting on our Investor Relations website at https://ir.amnhealthcare.com.
What If I Have Technical Questions?
Stockholders are encouraged to access the Annual Meeting early. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting log-in page.
How Can I Find The Results Of The Annual Meeting?
We will announce preliminary results at the Annual Meeting. We will publish the final voting results in a current report on Form 8-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 Form 8-K and will disclose the final results in an amendment to the Form 8-K as soon as they become available.
114 | AMN Healthcare | 2024 Proxy Statement |
Non-GAAP Reconciliation for Consolidated AEBITDA ForAdjusted EBITDA and Consolidated Pre-Bonus Adjusted EBITDA for Purposes of 20172023 Bonus Achievement
(in thousands) | Year Ended December 31, | |||
Revenue | ||||
Nurse and allied solutions | $ | 1,238,543 | ||
Locum tenens solutions | 430,615 | |||
Other workforce solutions | 319,296 | |||
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$ | 1,988,454 | |||
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Segment operating income (1) | ||||
Nurse and allied solutions | $ | 182,792 | ||
Locum tenens solutions | 51,422 | |||
Other workforce solutions | 81,154 | |||
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315,368 | ||||
Unallocated corporate overhead (2) | 58,954 | |||
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AEBITDA (3) | $ | 256,414 | ||
Depreciation and amortization | 32,279 | |||
Share-based compensation | 10,237 | |||
Acquisition and integration costs | 1,458 | |||
Interest expense, net, and other | 19,677 | |||
Income from operations before income tax | 192,763 | |||
Income tax expense | 60,205 | |||
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Net income | $ | 132,558 | ||
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(in thousands) | Year Ended December 31, | |||
AEBITDA | $ | 256,414 | ||
Adjustments (4) | 6,997 | |||
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Pre Bonus AEBITDA (5) | $ | 263,411 | ||
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Year Ended December 31, 2023 ($) | ||
Net income | 210,679 | |
Income tax expense | 73,610 | |
Income before income taxes | 284,289 | |
Interest expense, net, and other | 54,140 | |
Income from operations | 338,429 | |
Depreciation and amortization | 154,914 | |
Depreciation (included in cost of revenue) | 6,013 | |
Share-based compensation | 18,020 | |
Acquisition, integration, and other costs | 40,740 | |
Adjusted EBITDA | 579,116 | |
(in thousands) | Year Ended December 31, 2023 ($) | |
Revenue | ||
Nurse and allied solutions | 2,624,509 | |
Physician and leadership solutions | 669,701 | |
Technology and workforce solutions | 495,044 | |
3,789,254 | ||
Segment operating income(1) | ||
Nurse and allied solutions | 362,158 | |
Physician and leadership solutions | 94,966 | |
Technology and workforce solutions | 214,736 | |
671,860 | ||
Unallocated corporate overhead(2) | 92,744 | |
Adjusted EBITDA(3) | 579,116 | |
Adjusted EBITDA | 579,116 | |
Adjustments(4) | 4,701 | |
Pre-Bonus AEBITDA(5) | 583,817 | |
Year Ended December 31, 2023 ($) | ||
GAAP diluted net income per share (EPS) | 5.36 | |
Adjustments | 2.85 | |
Adjusted diluted EPS(6) | 8.21 |
2024 Proxy Statement | AMN Healthcare | 115 |
Exhibit A to Proxy Statement
(1) | Segment operating income represents net income plus interest expense (net of interest income) and other, income tax expense, depreciation and amortization, depreciation (included in cost of revenue), unallocated corporate overhead, acquisition, integration, and |
(2) | Please note that the amount set forth in this line item excludes the |
(3) |
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(4) |
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(5) |
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(6) | Adjusted diluted EPS represents adjusted net income divided by diluted weighted average common shares outstanding. Management included this non-GAAP measure to provide investors and prospective investors with an alternative method for assessing the Company’s operating results in a manner that is focused on its operating performance and to provide a more consistent basis for comparison between periods. However, investors and prospective investors should note that this non-GAAP measure involves judgment by management (in particular, judgment as to what is classified as a special item to be excluded in the calculation of adjusted net income). Although management believes the items in the calculation of adjusted net income are not indicative of the Company’s operating performance, these items do impact the statement of comprehensive income, and management therefore utilizes adjusted diluted EPS as an operating performance measure in conjunction with GAAP measures such as GAAP diluted EPS. |
116 | AMN Healthcare | 2024 Proxy Statement |
Second Amended and Restated Certificate of Incorporation of AMN Healthcare Services, Inc., a Delaware Corporation
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
of
AMN HEALTHCARE SERVICES, INC.ï 2018 Proxy StatementB-1
OUR ASPIRATION
We strive to be recognized as one of the mosttrusted,innovative, andinfluential forces in helping healthcare organizations provide a quality patient care experience that is more human, more effective, and more achievable.
OUR MISSION
Every day, we...
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Fortune 100 Fastest Growing Companies #11
2018 Human Rights Campaign Corporate Equality Index
2018 Bloomberg Gender-Equality Index
NYSE Governance Services Leadership
2016 Exemplary Compensation Discussion and Analysis (CD&A)
2015 Best Governance, Risk and Compliance Program at Small to Mid-Cap Company
Corporate Secretary
2015 Best Compliance & Ethics Program
2015 Corporate Governance Team of the Year
Staffing Industry Analysts
Largest Temporary Healthcare Staffing Firm in the U.S.
#1 Travel Nurse Staffing Provider in the U.S.
#1 Allied Healthcare Staffing Provider in the U.S.
HRO Today
2016 Partnership in Staffing Excellence
2017 Partnership in Recruiting Excellence
Achievers 50 Most Engaged Workplaces
Becker’s Hospital Review Top 150 Places to Work in Healthcare
National Best & Brightest Companies to Work For
AMNHealthcare.com | NYSE: AMN | Toll Free: (866) 871-8519
©2018 AMN Healthcare AMN 18 C001
OUR VALUES CONTINUOUS IMPROVEMENT PASSION INNOVATION CUSTOMER FOCUS TRUST RESPECT
ANNUAL MEETING OF SHAREHOLDERS OF AMN HEALTHCARE SERVICES, INC.Date: Wednesday, April 18, 2018 Time: 8:30 A.M. (Central Time)Place: 8840 Cypress Waters Blvd., Suite 300, Dallas, Texas 75019Please make your marks like this: Use dark black pencil or pen only
1. Name. The Board of Directors recommends you vote “FOR” the election of each of the following eight director nominees listed below:1: Election of Directors Recommends BoardFor Against Abstain01 Mark G. Foletta FOR02 R. Jeffrey Harris FOR03 Michael M.E. Johns, M.D. FOR04 Martha H. Marsh FOR05 Susan R. Salka FOR06 Andrew M. Stern FOR07 Paul E. Weaver FOR08 Douglas D. Wheat FORThe Board of Directors recommends you vote “FOR” proposal 2:BoardFor Against Abstain Recommends2: To the approve, compensation by non of -binding the Company’s advisory named vote, FOR executive officersThe Board of Directors recommends you vote “FOR” proposal 3:BoardFor Against Abstain Recommends3: To ratify the appointment of KPMG LLP as the Company’s independent registered public FORDecember accounting 31, firm 2018 for the fiscal year endingThe Board of Directors recommends you vote “AGAINST” proposal 4: BoardFor Against Abstain Recommends4: A shareholder proposal entitled: “SpecialShareowner Meetings Improvement” AGAINST business Note: In their as may discretion, properly the come proxies before are the authorized Annual Meeting to vote upon or any such adjournment other or postponement of the Annual Meeting.Authorized Signatures - This section must be completed for your Instructions to be executed.Please Sign Here Please Date AbovePlease Sign Here Please Date AbovePlease sign exactly as your name(s) appear(s) on your proxy card. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of the corporation is “AMN Healthcare Services, Inc.”
2. Address; Registered Office and titleAgent. The address of the Corporation’s registered office is Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of NewcastleNew Castle, State of Delaware, 19808 and the name of its registered agent at such address is Corporation Service Company.
3. Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.
4. Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: two hundred and ten million (210,000,000), divided as follows: ten million (10,000,000) shares of Preferred Stock, of the par value of $0.01 per share (the “Preferred Stock”), and two hundred million (200,000,000) shares of Common Stock, of the par value of $0.01 per share (the “Common Stock”).
Upon this Amended and Restated Certificate of Incorporation becoming effective pursuant to the General Corporation Law (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall, without any action on the part of the holder thereof, be automatically reclassified as and converted into 43.10849 shares of Common Stock (the “New Common Stock”).
The number of authorized shares, the number of shares of treasury stock and the par value of the Common Stock shall not be affected. Each stock certificate that immediately prior to the Effective Time represented shares of Old Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of New Common Stock as equals the product obtained by multiplying the number of shares of Old Common Stock represented by such certificate immediately prior to the Effective Time by 43.10849.
4.1 The designation, relative rights, preferences and limitations of the shares of each class are as follows:
4.1.1 The shares of Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock hereinabove authorized, and with such powers, including voting powers, if any, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares of Preferred Stock from time to time adopted by the Board of Directors (the “Board”) pursuant to authority so to do which is hereby expressly vested in the Board. The powers, including voting powers, if any, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. Each series of shares of Preferred Stock: (a) may have such voting rights or powers, full or limited, if any; (b) may be subject to redemption at such time or times and at such prices, if
2024 Proxy Statement | AMN Healthcare | 117 |
Exhibit B to Proxy Statement
any; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock, if any; (d) may have such rights upon the voluntary or involuntary liquidation, winding up or dissolution of, or upon any distribution of the assets of, the Corporation, if any; (e) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation (or any other securities of the Corporation or any other person) at such price or prices or at such rates of exchange and with such adjustments, if any; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts, if any; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding shares of the Corporation, if any; and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, if any; all as shall be stated in said resolution or resolutions of the Board providing for the designation and issue of such shares of Preferred Stock. Any of the voting powers, designations, preferences, rights and any qualifications, limitations or restrictions of any such series of Preferred Stock may be made dependent upon facts ascertainable outside of the resolution or resolutions providing for the issue of such Preferred Stock adopted by the Board pursuant to the authority vested in it by this Section 4.1.1, provided that the manner in which such facts shall operate upon the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of such series of Preferred Stock is clearly and expressly set forth in the resolution or resolutions providing for the issue of such Preferred Stock. The term “facts” as used in the preceding sentence shall have the meaning set forth in Section 151(a) of the General Corporation Law.
4.1.2 Except as otherwise provided by law or by this Certificate of Incorporation and subject to the express terms of any series of shares of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of Directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his or her name on the books of the Corporation. Except as otherwise provided by law or by this Certificate of Incorporation and subject to the express terms of any series of shares of Preferred Stock, the holders of shares of Common Stock shall be entitled, to the exclusion of the holders of shares of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to share ratably according to the number of shares of Common Stock held by them in all remaining assets of the Corporation available for distribution to its stockholders.
4.1.3 Subject to the provisions of this Certificate of Incorporation and the express terms of any series of Preferred Stock and except as otherwise provided by law, the stock of the Corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board may from time to time determine.
5. Election of Directors. Unless and except to the extent that the By-laws of the Corporation (the “By-laws”) shall so require, the election of the directors of the Corporation need not be by written ballot.
6. Limitation of Liability. No Director or officerof the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director or officer signingof the proxy.Please separate carefullyCorporation, provided, however,that this provision shall not eliminate or limit the liability of a Director (a) a Director or officerfor any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) a Director or officerfor acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) a Directorunder section 174 of the General Corporation Law or, (d) a Director or officerfor any transaction from which thesuch Director or officerderived any improper personal benefits or (e) an officer in any action by or in the right of the Corporation.If the General Corporation Law is hereafter amended to authorize corporate action further eliminating or limiting the personal liability of Directors or officers, then the liability of a Director or officerof the Corporation, in addition to the limitation on personal liability provided herein,shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.
Any repeal or modification of the foregoing provision shall not adversely affect any right or protection of a Director or officerof the Corporation existing at the perforation and return just this portiontime of such repeal or modification.
118 | AMN Healthcare | 2024 Proxy Statement |
Exhibit B to Proxy Statement
7. Indemnification.
7.1 To the extent not prohibited by applicable law, the Corporation shall indemnify any person (a “Covered Person”) who is or was made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the envelope provided.Annual Meetingright of Shareholdersthe Corporation to procure a judgment in its favor, by reason of AMN Healthcare Services, Inc.the fact that such person, or a person of whom such person is the legal representative, is or was a Director or officer of the Corporation, or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a director or officer of any other corporation or in a capacity with comparable authority or responsibilities for any partnership, joint venture, trust, employee benefit plan or other enterprise (an “Other Entity”), against expenses (including attorneys’ fees) in the event of an action by or in the right of the Corporation and against judgments, fines, and amounts paid in settlement and expenses (including attorneys’ fees), in the event of any other proceeding, if the person acted in good faith and in a manner the person reasonably believed to be held on Wednesday, April 18, 2018in or not opposed to the best interest of the Corporation, and, with respect to any criminal proceeding, had no reason to believe the person’s conduct was unlawful; and except that no indemnification shall be made, in the event of an action by or in the right of the Corporation, if prohibited by the General Corporation Law. Persons who are not Directors or officers of the Corporation (or otherwise entitled to indemnification pursuant to the preceding sentence) may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of the Corporation to the extent the Board at any time specifies that such persons are entitled to the benefits of this Section 7.
7.2 The Corporation shall, from time to time, reimburse or advance to any Covered Person the funds necessary for holderspayment of common stockexpenses, including attorneys’ fees and disbursements, incurred in connection with any Proceeding, in advance of the final disposition of such Proceeding; provided, however, that, if required by the General Corporation Law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Corporation of an undertaking, by the Covered Person, to repay any such amount so advanced if it shall ultimately be determined that such Covered Person is not entitled to be indemnified for such expenses.
7.3 The rights to indemnification or advancement of expenses provided by, or granted pursuant to, this Section 7 shall not be deemed exclusive of any other rights to which a person seeking indemnification or reimbursement or advancement of expenses may have or hereafter be entitled under applicable law, this Certificate of Incorporation, the By-laws, any agreement, any vote of stockholders or disinterested Directors or otherwise.
7.4 The rights to indemnification or advancement of expenses provided by, or granted pursuant to, this Section 7 shall continue as to a person who has ceased to be a Director or officer and shall inure to the benefit of February 21, 2018This proxy is being solicitedthe executors, administrators, legatees and distributees of such person.
7.5 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of an Other Entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section 7, the By-laws or under Section 145 of the General Corporation Law or any other provision of law.
7.6 Any repeal or modification of the provisions of this Section 7 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.
7.7 The rights to indemnification or advancement of expenses provided by, or granted pursuant to, this Section 7 shall be enforceable by any Covered Person in the Court of Chancery of the State of Delaware. The burden of proving that such indemnification or advancement of expenses is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its Board, its independent legal counsel and its stockholders) to have made a determination prior to the commencement of such action that such indemnification or reimbursement or advancement of expenses is proper in the circumstances nor an actual determination by the Corporation (including its Board, its independent legal counsel and its stockholders) that such person is not entitled to such indemnification or reimbursement or advancement of expenses shall constitute a defense to the action or create a presumption that such person is not so entitled. Such a person shall also be indemnified for any expenses incurred in connection with successfully establishing his or her right to such indemnification or advancement of expenses, in whole or in part, in any such proceeding.
2024 Proxy Statement | AMN Healthcare | 119 |
Exhibit B to Proxy Statement
7.8 The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at the Corporation’s request as a director, officer, employee or agent of any Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.
7.9 This Section 7 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
8. Section 203. The Corporation hereby expressly elects not to be governed by the provisions of Section 203 of the General Corporation Law (or any successor provision thereof), and the restrictions and limitations set forth therein.
9. Adoption, Amendment and/or Repeal of By-Laws. The Board may from time to time adopt, amend or repeal the By-laws; provided, however, that any By-laws adopted or amended by the Board may be amended or repealed, and any By-laws may be adopted, by the stockholders of the Corporation by vote of the holders of stock of the Corporation entitled to vote in the election of Directors
of the Corporation and representing a majority of the voting power.
IN WITNESS WHEREOF, the undersigned has executed this Restated Certification of Incorporation this 17th day of October , 20012024.
AMN HEALTHCARE SERVICES, INC. | |
By: /s/ Steven C. Francis ____________ | |
Name: Steven C. FrancisCaroline S. Grace | |
Title: President and Chief Executive Officer |
120 | AMN Healthcare | 2024 Proxy Statement |
ABOUT AMN HEALTHCARE AMN Healthcare is the leader and innovator in total talent solutions for healthcare organizations across the nation. The Company provides access to the most comprehensive network of quality healthcare professionals through its innovative recruitment strategies and breadth of career opportunities. With insights and expertise, AMN Healthcare helps providers optimize their workforce to successfully reduce complexity, increase efficiency and improve patient outcomes. AMN total talent solutions include managed services programs, clinical and interim healthcare leaders, temporary staffing, executive search solutions, vendor management systems, recruitment process outsourcing, predictive modeling, language interpretation services, revenue cycle solutions, credentialing and other services. Clients include acute-care hospitals, community health centers and clinics, physician practice groups, retail and urgent care centers, home health facilities, schools and many other healthcare settings. AMN Healthcare is committed to fostering and maintaining a diverse team that reflects the communities we serve. Our commitment to the inclusion of many different backgrounds, experiences and perspectives enables our innovation and leadership in the healthcare services industry. For more information about AMN Healthcare, visit www.amnhealthcare.com. FORWARD-LOOKING STATEMENTS This Proxy includes estimates, projections, statements related to our business plans, objectives, initiatives, strategies, practices, and expected operating Statement results that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include, among others, the supply-demand imbalance for healthcare professionals and increasing need for our technology and workforce services, the ability to gain market share across a continuum of outsourced and insourced workforce models, the momentum and results from our strategic investments and process improvements, the ability to grow our technology-enabled solutions and digital capabilities and the anticipated demand for such services, the needs of healthcare organizations and our ability meet those needs, the ability of our branding initiatives to drive greater recognition of our presence in the marketplace for workforce solutions, our ability to innovate and improve patient outcomes, and performance for our company and our clients, our ability to accomplish our ESG commitments, our ability to attract and retain quality healthcare professionals and corporate team members, anticipated growth, acquisition and divestitures and their results on future operations, future economic conditions and performance, plans, objectives and strategies for future operations and growth, performance goals, actions related to our 2024 compensation, and other characterizations of future events or circumstances. The Company based these forward-looking statements on its current expectations, estimates, and projections about future events and the industry in which it operates using information currently available to it. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements contained in the shareholder letter are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its other periodic reports as well as the Company’s current and other reports filed from time to time with the Securities and Exchange Commission. Be advised that developments subsequent to the shareholder letter are likely to cause these statements to become outdated with the passage of time. The Company makes available additional information regarding the non-GAAP financial measures on the Company’s website at https://ir.amnhealthcare.com/static-files/01cf6097-256e-4fd7-9f29-2e723d635968. This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein. |
VOTE BY:
BY INTERNET TELEPHONECall www.proxypush.com/AMN 866-892-1716• Cast
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on April 18, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/AMN2024
You may attend the meeting via the Internet and vote online.• OR • during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone.View Meeting Documents.telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on April 18, 2024. Have your Proxy Card/Voting •Instruction Form ready.• Followproxy card in hand when you call and then follow the recorded instructions.
VOTE BY MAIL•
Mark, sign and date your Proxy Card/Voting Instruction Form.• Detach your Proxy Card/Voting Instruction Form.• Return your Proxy Card/Voting Instruction Formproxy card and return it in the postage-paid envelope provided.All votes must be received by 5:00 P.M., Eastern Time, on April 17, 2018,we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
V29017-P04154 | KEEP THIS PORTION FOR YOUR RECORDS | |
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
AMN HEALTHCARE SERVICES, INC. | |||||||||||
The Board of Directors recommends you vote FOR the following: | |||||||||||
1. | Election of Directors | ||||||||||
Nominees: | For | Against | Abstain | ||||||||
1a. | Jorge A. Caballero | ☐ | ☐ | ☐ | |||||||
1b. | Mark G. Foletta | ☐ | ☐ | ☐ | |||||||
1c. | Teri G. Fontenot | ☐ | ☐ | ☐ | |||||||
1d. | Cary S. Grace | ☐ | ☐ | ☐ | |||||||
1e. | R. Jeffrey Harris | ☐ | ☐ | ☐ | |||||||
1f. | Daphne E. Jones | ☐ | ☐ | ☐ | |||||||
1g. | Sylvia D. Trent-Adams | ☐ | ☐ | ☐ | |||||||
1h. | Douglas D. Wheat | ☐ | ☐ | ☐ |
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by an authorized officer. |
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The Board of Directors recommends you vote FOR proposals 2, 3 and 4. | For | Against | Abstain | |||||
2. | To approve, by non-binding advisory vote, the compensation paid to our named executive officers. | ☐ | ☐ | ☐ | ||||
3. | To ratify the appointment of KPMG LLP to be our independent registered public accounting firm for the fiscal year ending December 31, 2024. | ☐ | ☐ | ☐ | ||||
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. | ☐ | ☐ | ☐ | ||||
Note: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) | Date |
Important Notice Regarding the day beforeAvailability of Proxy Materials for the Annual Meeting.
Meeting:
The undersigned hereby appoints Douglas D. Wheat, Andrew M. SternNotice and Paul E. Weaver,Proxy Statement and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of Common Stock of Annual Report are available at www.proxyvote.com.
V29018-P04154 |
AMN Healthcare Services, Inc. (the “Company”) which the undersigned is entitled to vote at HEALTHCARE SERVICES, INC.
Annual Meeting of Shareholders of the Company and any adjournment or postponement thereof upon the matters specified and upon such other matters as may be properly brought before the Annual Meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof, and revoking any proxy heretofore given.THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE EIGHT DIRECTOR NOMINEES LISTED IN PROPOSAL 1, “FOR” PROPOSALS 2 AND 3 AND “AGAINST” PROPOSAL 4.PROXY TABULATOR FORAMN HEALTHCARE SERVICES, INC. P.O. BOX 8016 CARY, NC 27512-9903EVENT #CLIENT #
Proxy — AMN Healthcare Services, Inc. Annual Meeting of Shareholders
April 18, 201819, 2024 at 8:30 a.m. (Central Time)
This Proxyproxy is Solicited on Behalf ofsolicited by the Board of Directors
The undersigned, revoking all previous proxies, hereby appoints Douglas D. Wheat, Andrew M. SternR. Jeffrey Harris and Paul E. Weaver (collectively, the “Named Proxies”),Mark G. Foletta, or any of them, as attorneys and proxies with full power of substitution and resubstitution to represent the undersigned and to vote all shares of Common Stock of AMN HEALTHCARE SERVICES, INC. (the “Company”"Company"), that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held virtually (www.virtualshareholdermeeting.com/AMN2024) at 8:30 a.m. Central Time on April 19, 2024 or at any adjournment or postponement thereof, with all the powers which the undersigned would possess if personally present.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
In their discretion, the proxies are authorized to be held at the 8840 Cypress Waters Boulevard Suite 300, Dallas, Texas 75019, on April 18, 2018 at 8:30 a.m. Central Time and all adjournments thereof. The purpose of the Annual Meeting is to take action on the following: 1. Proposal 1: To elect Directors. 2. Proposal 2: To approve, by a non-binding advisory vote the compensation of the Company’s named executive officers. 3. Proposal 3: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. 4. Proposal 4: A shareholder proposal entitled: “Special Shareowner Meetings Improvement”, if properly presented. The Company may also transactupon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. The eight directors up for re-election are: Mark G. Foletta, R. Jeffrey Harris, Michael M.E. Johns, M.D., Martha H. Marsh, Susan R. Salka, Andrew M. Stern, Paul E. Weaver